Archive of Our Own ^beta

Chapter Text

There are many ways to tell a story. In one universe Ben Tennyson discovered the Omnitrix, created by the Galvanic genius Azmuth, when he was 10 years old while camping with his grandfather and cousin. He would use this powerful device to become one of the greatest heroes the world had ever known.
This is not that universe.
In this universe Azmuth’s genius was matched only by his depravity. With these..new priorities, his creation was intended for a far different purpose. But things rarely go to plan, and the more things change…the more they stay the same.

Ben grumbled to himself, idly kicking a small branch out of his path as he trudged through the woods, his summer had barely begun and it was already ruined. First he’d been hung by his underwear from a tree by JT and Cash while trying to help out another victim of theirs, then it turned out his trip with his grandpa now included his nerdy cousin. Coming to a stop Ben stared at the night sky dejectedly, wishing something good could come from this trip. His moping was interrupted by the sight of something bright racing across the starry sky.

“Oh cool a shooting star!” his mood lifted slightly as he watched it blaze overhead.

His wonder turned to confusion and then panic as the “star” seemed to turn mid flight and began falling right towards him! With a (totally manly) scream, Ben threw himself to the side as the star impacted the ground nearby. Chunks of earth and clouds of dust were kicked into the air as he covered his head with his arms. As the dust settled Ben slowly returned to his feet, eyes immediately being drawn to the newly formed crater beside him. Edging closer to the rim of the crater, he peered down towards its centre, getting a good look at just what had fallen.
There at the site of impact sat a gleaming metal sphere, as Ben leant forwards to get a better look the sphere slid open with one sharp motion. Caught off guard Ben attempted to step back, only for the edge of the crater to cave under his weight, sending him tumbling down. As he came to a stop next to the now open pod, Ben grabbed onto its side to help pull himself up.
Now able to see clearly he could only stare in confusion at what appeared to be a strange watch sat inside, its faceplate decorated with a purple heart shaped icon. Before he could decide what to do next the watch seemed to come alive, leaping forwards it quickly attached itself to his left wrist as he tried to scramble away.

“AH! GET IT OFF! GET IT OFF!” he screamed, clawing at the device in a futile effort to remove it.

No matter how he pulled or twisted the watch stubbornly refused to budge. One attempt to remove the device caused him to press down on the faceplate, the device then popped it up like a switch with its heart icon being replaced by a silhouette. Panic giving way to curiosity, Ben took a better look at the new image. It appeared to be a humanoid shape with flames around its head, Ben had to admit it looked pretty cool. Brushing his hand against the faceplate it rotated slightly, shifting the image to another silhouette. Giving the dial a larger twist caused a series of other images to pass over the screen before it returned to the flaming figure. Upon this discovery Ben started to weigh his options.
Option one, he leaves the device alone and gets his grandpa to help. Or option two, he pushes the dial back in and sees what happens. Given that Gwen would certainly pick option one, Ben decided to go with option two. Smiling in anticipation Ben pressed down on the screen, as the dial slid back into place a bright purple flash filled the area. As his vision cleared Ben stared expectantly down at the watch, only to find it had returned to its heart icon with no other visible changes.

“Nothing? Ugh this is the lamest thing that’s happened today” sighing in disappointment he turned to make his way back to camp, only to walk into something warm and red instead.

Yelping and holding his nose Ben glared at what he hit and quickly became confused. In front of him appeared to be someone's stomach, if that person had red rocks for skin with glowing ‘lava’ lines running through it. Slowly looking up his eyes passed over a generous chest before coming to stop at a pair of glowing eyes staring back at him.

“Hey there~” the figure greeted cheerfully.

“AAAAHHHH!” Ben replied fearfully.

The figure jumped back in surprise, looking around as if attempting to locate something.

“What is it? What’s wrong” she asked, as Ben stared in disbelief.

“What’s wro-YOU’RE ON FIRE!” Ben screamed, gesturing to her (literally) smoking figure.

“Oh!” she giggled slightly, realising just what had him spooked. “Don’t worry about me, this is totally normal” she assured

“Is it though?” Ben thought. Now that his panic had passed he gave the creature in front of him a real look.

“What are you? Why are you here?” he asked, dozens of questions flooding his head as his curiosity came back full force.

Giggling once more she leant forward, resting her hands on her thighs while pushing her chest upwards. “Can’t you guess~?” she asked playfully.

She watched as his brought his hand to his chin in thought, his eyes seemingly lingering on her chest. “Heh heh, he can’t look away~” she mentally cheered.

Despite her belief Ben’s focus was not on her figure, but on the collar around her neck. Now that he could see it clearly it had the same heart icon as the watch.

“Fire body…fancy logo…Oh I know!” he announced excitedly.

“That’s right I’m-” she began.

“A superhero!” Ben exclaimed, eyes shining in awe.

“That’s right a super-Wait what?” she fumbled, not expecting the conversation to go this way.

“I-I’m not a-” she tried to correct him, only for Ben to interrupt again.

“This is so cool!” he said, his enthusiasm catching her attention as she noticed how intently he was looking at her.

“I mean I’m not just a superhero. I’m a superhero from outer space” she pivoted, enjoying how his eyes lit up at her declaration.

“Man, I can't believe this. This is the best thing to happen to me…ever!” moving around, he got a full look at her. Mentally noting her hips and rear were noticeably large and smiling.

Hey, he’s a 10 year old kid. Butts are the height of comedy.

The alien once again misinterpreted his interest as she stuck a pose that highlighted her figure “Keep that up and you’ll me me blush”

Stepping back Ben tilted his head in thought “Hey can you, like, shoot fire? Like a fireball or something?”

Seeing an opportunity to show off for her ‘master’, she raised her hands to the sky forming a large fireball before launching it up. At its peak it burst into a shower of sparks, raining back down.

“Oh cool!” Ben cheered, before realising some sparks had caught the trees, setting them alight “Not cool!”

“Eh-heh. Whoops” the alien said sheepishly.

Meanwhile back at the Rustbucket, Max Tennyson stared out at the woods wondering about his grandson.

“He’s been gone for a while. I hope he isn’t getting into any trouble” he said, earning a scoff from Gwen.

“He’s probably going to do something dumb. Like start a forest fire or something” she snarked.

“Now Gwen that’s not very nice” he admonished.

Gwen, rolling her eyes, turned to reply only to freeze as something behind him caught her attention. Concerned Max turned as well and also froze at the sight of a thick plume of smoke the distance, an orange glow faintly visible.

He and Gwen shared a look “To be fair we don’t KNOW that this is Ben’s fault” he said flatly, before opening his emergency kit and pulling out two small fire extinguishers.

“We’ll split up and cover more ground.” he said, handing a startled Gwen one of the extinguishers before setting off into the trees.
“Wait, this seems really irresponsible! Grandpa?” upon noticing the man was already gone she sighed and started making her way into the forest too “Next year I’m going to summer school”

After a few minutes of searching, and putting out small blazes in her path, Gwen called out for her cousin.

“Ben! Ben, where are you? Come on doofus answer me!....please” she finished, her tone growing more desperate everytime.

Just as she was about to give up she caught the faint sound of voices. One voice in particular was quite annoying.

“Ben!” she called out in relief, pushing through some foliage as she neared the source of his voice “Ben I’m so glad you’re…”

Her greeting died out as she finally spotted her cousin desperately trying to stamp out a small fire, and the flaming woman standing closely (maybe too close) beside him.

As the trio took notice of each other the clearing was silent save for the crackle of flames. The awkward standoff was broken when the flaming woman raised her hand cheerfully.

“Hey th-ACK!” Her greeting was cut off as Gwen hit her point blank with a spray from the extinguisher.

As the woman spluttered, and her flames slowly flared back into life, Gwen pulled Ben behind her as she kept the extinguisher aimed at the apparent threat.

“Gwen stop, she's a good guy!” Ben protested, forcing her hands down.

“What are you talking about Ben? The forest is on fire and she’s a fire monster, she almost killed you!” Gwen shot back in disbelief.

Ignoring the woman’s offended gasp of “Rude” Ben placed himself between his cousin and the alien ‘hero’.

“She’s not a monster, she’s a superhero!” he explained, as Gwen stared blankly at him.

“What?” she asked flatly.

“Yeah she’s…” he trailed off as if he’d just realised something important “I..I didn’t actually ask your name” he finished sheepishly.

Blinking in surprise, the alien had her own revelation “I-I don’t..have one”

“Wait, you don’t have a code name?” Ben asked in surprise.

“What about her actual name?” Gwen snarked, earning an insulted look from Ben.

“Superheroes don’t tell people their real names dweeb, that’s hero 101” he announced confidently.

“Is this really the time to be talking about this?” Gwen yelled back, gesturing to the still raging fire around them.

As if to save her from this insanity, Grandpa Max burst into the clearing “Gwen, Ben! Thank god you’re al-” he trailed off as he finally noticed the flaming beauty standing behind his grandson.

Before anyone could speak Max held up a hand to silence them. “Explain later, right now we need to stop this fire. You” he said pointing at the alien “I need you to set a second fire ahead of this blaze, it’ll starve it out”

After following Max’s instructions and putting an end to the fire, the quartet found themselves sitting awkwardly around a campfire. Well awkward for half of them anyway.

“Ooh Ben it tastes sooo good~” the fire woman moaned, earning an annoyed glare from Gwen and a pained look from Max.

“You’ve never had marshmallows before?” Ben asked holding out another one for her to eat. He’d offered to help after her attempts to pick one up resulted in it melting in her hands.

“Nope!” she confirms cheerfully, munching away on another of the treats.

Clearing his throat Max brought everyone’s attention back to him.

“So Ben you’re saying you saw a shooting star, that wasn’t really a star, but actually a metal probe with a ‘space watch’ inside of it. After somehow turning it on you pressed a button and…summoned her?” Max asked as Ben nodded in confirmation.

“Yeah isn’t it cool!” he said, lifting his arm to show off the device.

“Right…and uh what do we call you..miss?” Max continued, not missing how she was practically leaning into Ben.

“Oh I don’t have a name” she admitted in an entirely too carefree manner.

“Actually I think I’ve got a code name for you” Ben chimed in.

“You have?” they all asked.

“Yup, your hero-name should be ‘Heart’s Fire’. Pretty good right?” he said proudly.

While Gwen and Max were rather nonplussed, the newly dubbed Heart's Fire clapped her hands together.

“Oh I like that! Really highlights my ‘burning passion’ right?” she replied, with particular emphasis on the latter half of the sentence.

While Ben smiled at her enthusiastic acceptance of his hero-name it was clear that her, not so subtle, statement went right over his head. Though judging from the strangled gasp from beside him it was clear it had not gone over Gwen’s. As the awkward display unfolded in front of him Max was torn in three directions. The first was guilt, he recognised the device and knew exactly what it had been designed for. Indeed he was partly responsible for its creation after a few poorly chosen words spoken in his wild youth. The second was concern over his grandson’s well being on the face of the alien’s…affection. And finally a small shameful part of himself (that sounded a lot like his younger self) proudly cheered ‘That’s my boy!’ at Ben’s unintentional use of the ‘Tennyson Charm’ ™.

“This is karma for my misspent youth isn’t it” Max thought ruefully, as Ben continued obliviously chatting away with the ‘superhero’.

The scene was abruptly brought to an end by a series of beeps coming from Heart’s Fire’s collar and Ben’s watch, both blinking red.

“Aw, already?” Heart’s Fire pouted as she vanished in a bright red flash.

Looking at the watch, which was now a dull red, Ben tried to activate the dial only for nothing to happen. “Guess it needs to recharge. Hope it comes back soon” he said sadly.

“Not too soon” Gwen muttered under her breath, warily eyeing the device.

Shaking away his thoughts, Max announced he would go investigate the crash site. But not before giving Ben a stern warning NOT to play with the watch while he was gone. It took all of a minute for Ben to ignore that order after Max left.

“Grandpa said not to play with it doofus” Gwen snapped, causing Ben to stick his tongue out childishly.

“Come on, aren’t you curious as to what else it can do? I saw nine other icons when I first used it, who knows what other heroes are in here?” He excitedly wonders.

“That’s what worries me” Gwen admitted quietly.

“What’s that supposed to mean?”

“I can’t tell if you being THIS oblivious is a good thing or not” she replied, much to his annoyance.

Deciding to ignore her for now, Ben went back to messing with the dial. As if to spite Gwen the device let out a chime as it shifted back to its original purple. Smiling Ben activated the dial and began scrolling through the icons, stopping at what appeared to be a bulky quadrupedal figure.

“All right, let's see what we’ve got!” With that warning he slammed his hand down, flooding the campsite with a purple flash.

The new figure was very different from Heart's Fire, she was far more muscular and most of her body was covered in thick orange fur. She wore a pair of black and white shorts with a matching sports top cropped to show off her abs. On her left shoulder was a black pauldron bearing the watch’s heart icon.

Gwen stared despairing at how little the top left to the imagination while Ben was gushing over how ‘cool’ her claws were.

“Whoa Gwen check it out, these things look like they could cut right through steel!” he chattered excitedly. The woman sniffed curiously at him before nudging his hand with her head.

As Ben reflexively ruffled her hair the way one would a dog, her fur/hair(?) shifted away from her face allowing Gwen to see her eyes clearly and…

“I think-I think she’d blind” she said, blinking in surprise.

“Wait really?” Ben asked, taking notice of her blank white eyes. The woman growled as if asking a question as Gwen scoffed.

“So she’s blind and acts like a dog, what can she actually do?”

The woman growled once more before speaking, though apparently with great effort. “Grr, no dog.”

As Gwen stepped back in surprise Ben snapped his fingers. “I’ve got it!”

As the pair turned their heads in his direction Ben planted his hands on his hips “I’ve got your hero-name. You should be ‘Wild-Gal’ it totally fits”

While ‘Wild-Gal’ muttered “He-ro?” in confusion, Gwen threw her hands in the air “That’s even worse than Heart’s Fire!” she complained.

Wild-Gal seemingly disagreed, happily nuzzling against Ben while repeating her new name. While Ben laughed from how ticklish her fur felt, Gwen noticed the woman was holding Ben a little too tightly for her liking. Deciding to put a stop to this Gwen made to give her a hard shove. Suddenly Wild-Gal tensed up, hidden ‘gills’ on her neck opening up as she seemed to ‘sense Gwen’s approach.

With a snarl she scooped up a surprised Ben before leaping up into a nearby tree, leaving Gwen to trip onto the floor. “How-?” Gwen began before Ben let out a small ‘oh’.

“Gwen, I think she had Bat-vision!”

“It’s called echolocation doofus”

Letting out a playful yip, Wild-Gal began leaping from tree to tree, all the while carrying a cheering Ben. “Come on, let's see you really let loose” Ben said, earning a wild grin from the beast woman.

As the pair went off into the woods Gwen watched them go with a noticeable eye twitch. “I’m telling grandpa you ran off into the woods with a wild woman!” she yelled after him.

-Earlier-

Above the planet, a damaged ship drifted lazily through orbit. This is the Chimeran Hammer, personal ship of the feared warlord Vilgax. Despite the warlord being reduced to half the man he used to be it did little to take away from his intimidating aura. His already foul mood worsened as the latest reports came in. First he discovers that lecherous old fool Azmuth repurposed the greatest weapon in the universe into a glorified ‘booty call’. Then just as he was about to claim the Chaquetrix his ship takes a lucky hit, leaving him confined to this blasted healing chamber. And finally the latest reports show one of the filthy primitives on the planet below had discovered HIS prize. Shuddering, he made a note to have it cleaned thoroughly after he retrieved it.

Unable to act himself he turns his attention to one of his ‘Attack Robots’, 40 feet of chimeran might, and sure to succeed in this task. “Go. retrieve my prize.” he orders as the warmachine obediently sets off to the surface.

As it makes planetfall, the robot swiftly makes its way to the pods crash site. Upon arrival it visually confirms the device is no longer present, its energy signature already fading. Taking a moment to destroy the pod and deny and clues for the locals, it activated the two smaller ‘mechadroids’ built into its shoulders. As the smaller bots take flight the large robot moves off in the opposite direction, one way or another it will find its master’s prize.

-Present-

“Yahoo!” Ben cheers, feeling the rush of wind as Wild-Gal holds him to her chest with one arm as she uses the other to swing from branch to branch.

Hearing the young master cheer brought a smile to her own fanged face, sure she didn’t get what this ‘superhero’ thing was but he got so excited when he said it so she’d go along with it. The fun however came to an abrupt end as a lance of red energy obliterated the branch she had just been on. Snarling in surprise she focused on her echolocation, quickly picking up on two flying objects making their way towards them at high speeds.

Realising her master was in danger she quickly dropped to the ground, moving to place Ben behind a tree before leaping back up to the branches, snarling in anticipation for the coming fight. She didn’t have to wait long as the two burst through the canopy, weapons glowing hot.
With a savage warcry she pounced on the first drone, slamming it down with all her might as she used it as a stepping stone to reach its partner. As the first drone hit the ground with a loud crunch she eagerly tore into the other, her claws easily carving through its armour as if it were paper. While she dealt the final blow to her target she heard Ben cry out in alarm, using her senses she realised the first drone was still active. Sparking from the impact, it still managed to raise its weapon in his direction. As she threw herself off its ruined partner she realised she wouldn’t reach it in time, until another figure entered the scene. Ben and Wild-Gal were surprised to see Gwen dash into the fray, shovel swing down in a deadly arc and burying itself in the drones ‘head’. With one last twitch the drone fell silent, lights dimming as its weapon fell limp.

“Wow Gwen that, that was actually pretty awesome” Ben admitted, still processing what he’d seen “Hey wait how did you know you’d need a shovel to fight these guys?” he asked.

“I didn’t” she said, glaring at Wild-Gal who snorted in amusement. Girl had spirit, she’d give her that.

Any reply was lost however as her pauldron began to blink red, earning a sad whine from the beast woman. Ben made his way over equally disheartened. “Ah man again?”

Feeling Gwen’s eyes on her, Wild-Gal suddenly had a cheeky thought. Leaning forward she gently licked the side of Ben’s face eliciting a surprised squeak from him and an outraged yelp from Gwen.

“See soon” she said, with a cheeky smile before vanishing in a flash of red.

As Gwen began yelling over her actions, with Ben arguing it was just an animal thing, the pair were soon interrupted by the sound of someone clearing their throat. Turning slowly the two saw exactly what they were afraid of. Grandpa Max stood at the treeline. After a moment of silence Gwen pointed at Ben and loudly yelled “He did it”.

Elsewhere the Attack Robot registered that both the drones had been destroyed. It ran the new data through its logic systems and devised a new plan. Hunting the target leaves it vulnerable to ambush, therefore it must somehow bring the target TO itself on its terms. Scanning the area it quickly picked up several primitive radio signals and life signs, with the bait acquired it set off to put its plan into motion.

Back at the Rustbucket, Ben sat apologetically as Grandpa Max chastised him.

“I give you one simple instruction and you go ahead and break it anyway. What if activating the watch is what drew those robots to you? What if the…hero…ended up being a danger on its own?”

“Well if the robots are after me anyway then I’ll need to watch to be safe. Besides, Wild-Gal was super friendly” Ben argued, crossing his arms defiantly.

“A bit too friendly if you ask me” Gwen snarked.

“Besides now I know how the watch actually works” Ben insists, holding up the device “When its purple you just press down on it to activate the dial, then you twist it to select the hero (missing the wince from Max at the term hero) and press it down to summon them” he finished proudly.

“Well yes that uh, that’s very impressive Ben. But maybe we shouldn’t use the watch anymore than necessary” Max tried to suggest. As if the Universe was mocking him the radio blared into life with an emergency broadcast.

“Mayday, Mayday! Somebody help us! We’re under attack by some kind of, I know you‘re not going to believe me, but robot!”

As Max looked despairingly at the radio Ben leapt to his feet. “That robot’s probably with the ones that came after me. All those people are in trouble because of me!” he realised sadly, staring at the watch.

Before he could offer any words of comfort, Ben looked him determinedly in the eye “We need to help them”

Taken aback by the intensity in his voice, Max realised he was right. They couldn’t leave those people to their fate, and so with a nod Max led them out the R.V and towards the main campgrounds.

After a frantic jog the trio arrived at a scene of carnage, R.Vs were set ablaze and the campers fled in panic from the towering figure in the centre. As Ben began activating the watch Gwen let out a shaky laugh.

“I think I’ll need a bigger shovel”

“Who needs a shovel when you’ve got superpowers? It’s hero time!” Ben replied as he slammed the dial down, flooding the camp site with a purple flash.

As the light died down they got their first glimpse at the new alien. Her skin was made from green crystals and her eyes were a bright gold. Her well developed figure was covered by a black and white, skintight leotard with the watch’s icon over her left breast. As Gwen grimaced and Max blushed, Ben was instead dazzled by how tough she seemed.

Taking a second the orient herself the crystal woman quickly spotted Ben and the device on his wrist. Giving him a deep bow, and an eyeful to several campers still nearby, she offered Ben a sweet smile.

“It is an honour to meet you master~. What ‘service’ do you require of me?” She asked, earning a few moans from nearby male campers (Max included).

In typical fashion, Ben missed any and all subtext and took the question at face value “Alright are you ready to show off what you’ve got?” he asked, earning a facepalm from his cousin.

“Certainly master, I will not disappoint” the alien ‘hero’ replied, a thrill racing through her at his apparent forwardness.

Frowning, Ben shook his hand dismissively “Hey you don’t need to call me ‘master’. The name’s Ben, were a superhero team after all”

“Of course I….superhero?” she asked, blinking in confusion.

“Yeah I figured it out” Ben continued “So are you ready to take that guy down?” he asked, gesturing towards the rampaging robot that had, only now taken notice of them.

Not expecting such a request but ready to defend her mas-her partner anyway. She stepped forward, her hands shifting into vicious looking blades “Don’t worry, I’ll clear out this trash in no time”

“Alright get him Crystal Knight!” Ben cheered, she blinked at the name but nodded in acceptance. He had picked it for her after all.

As Gwen bemoaned another ‘lame’ choice, Crystal Knight took off towards the robot with surprising speed. As she engaged the enemy Max directed the two of them to help him get the other campers to safety. With her ‘partner’ safely out of the way, Crystal Knight set about her duty with a vicious zeal. Her attacks were relentless, though few hits landed as the (equally deceptive swift) robot scuttled backwards, devastating lasers lashing out from its optics. After a few close calls the warmachine realised its foe's skin was too resistant to its energy weapons, with any shot that landed being deflected off. Realising it needed a new strategy it began scanning for the Chaquetrix wielder, and upon locating him opened fire to distract the Petrosapien.
It had the desired effect as she gasped before abandoning her attack, placing her hands on the ground and sending a ‘wave’ of crystal towards Ben. The sudden shaking got his attention just in time to see the crystal rise up in a wall in front of him, tanking the shot without so much as a scratch. Shaken but running on adrenaline and excitement over the superpowered brawl, Ben offered a grateful thumbs up to the alien ‘hero’. As she went to return the gesture she found herself snatched up by the robots claws, grunting as she felt it attempt to crush her she let out a defiant yell as spikes erupted from her body, shredding its hands.
Seeing how this plan had backfired, the robot instead used its ruined hands to throw her into the R.V beside her ‘partner’. As she tore herself free of the mangled vehicle she spotted the young mas-partner and his cousin approaching in concern.

“Are you ok?” He asked, her face feeling flushed at his obvious concern for her.

“I can keep fighting, although maybe after the battle you could help me ‘check’ for any injuries” she said, causing Gwen to glower at her.

“How about you focus on the giant robot before you worry about your ‘check up’” she snarks.

Put out at the interruption, Crystal Knight did have to agree her partner wasn’t safe yet. “I don’t believe it’ll let me get close again”

Ben suddenly let out a small ‘oh’ as a plan formed in his head. “Maybe you don’t have to”

Seeing he had their attention Ben continued “Okay so in Sumo Slammers, Ishiyama can deflect enemies attacks back at them with his sword, and that thing’s lasers bounce off you right? So all we need to do is get it to fire a big enough attack for you to reflect it back and take it out!” he finished as Gwen stared at him in shock.

“That…is actually a pretty good plan” she admitted.

Crystal Knight nodded in agreement. She didn’t know what a ‘sumo slammers’ was but the plan was pretty sound “Amazing Ben, I knew you’d be a good mas-partner” she praised.

As Ben grinned at the ego boost and Gwen rolled her eyes once more, Crystal Knight shifted her right arm into a large shield while her left formed into a multi-spiked stump. Raising her left arm she fired a series of crystal daggers at the robot, doing little damage at this range but drawing its attention. With limited options available to it the robot began to charge up its laser, pouring as much power as it could into the attack in a last effort to complete its mission.

As it fired, Crystal Knight smirked victoriously “Got you” raising her right arm she grunted as the attack forced her back, her heels digging into the dirt.

As the attack was wildly reflected into the ground around them, Crystal Knight shifted her shield, causing the beam to turn slowly up before twisting her wrist in one quick motion and sending the beam straight back at the robot, cutting it clean in two. As the attack cut out and the two halves of the robot fell to the floor with a loud ‘boom’, Crystal Knight took the opportunity to look back at Ben. Seeing him practically shaking on the spot from the display she once more felt herself flush. Her joy was cut short as the icon on her chest began to flash red, drawing a sigh from her. Giving a smile towards Ben she bowed low once more.

“Until next time, partner~”

As Max and Gwen moved to stand beside him, Ben gave a quick glance at the watch. After such a crummy start to the summer he finally had found something that turned things around. Smiling, he lifted his arm into the sky.

“This is going to be the best summer ever!”

The following morning, Max and Gwen were tidying up the campsite while noting that Ben was nowhere in sight. Once again Max felt his concern over Ben’s wellbeing, he knew damn well what that watch was meant for after all, and yet despite everything Ben had taken it and used it to SAVE innocent lives. Humming in thought Max felt a smile form on his face despite himself, he was proud of Ben for how he had chosen to use the Chaquetrix. Perhaps things wouldn’t be so bad after all. His musings were interrupted by a sudden rush of wind and Ben appeared, riding piggy back style on a new alien, a Kineceleran. Wearing a form fitting bodysuit that highlighted her muscular thighs and toned rear, the watch’s logo sat between her modest chest. As her visor slid open she flashed an eager grin at Ben, one that he happily returned. Taking a moment to smooth his hair back into a semblance of order, Ben hopped off cheerfully introducing her to the two of them.

“Hey guys this is XLR8! Check out what she can do!” At his gesture the speedster set about clearing away to camp in seconds. Pausing after completion to pose proudly in front of Ben, he quickly began to compliment her on her amazing speed.

“I hate to admit it but XLR8 is probably the best name you’ve come up with so far” Gwen said as she made her way over.

“Damn straight” the alien cheered.

As Max watched the three of them banter he began to relax. Maybe everything really would work out after all.

“Hey Ben my legs are a bit stiff from all that running, think you could help me ‘stretch’ them out” XLR8 asked, turning to give Ben a clear view of her from the rear. Her tail swaying side to side.

Ben, chalking this up to alien girls being even weirder than Earth girls, shrugged “Yeah I guess I-OW Gwen what’s your problem?” he cried out as his cousin yanked him back by his ear.

“My problem is a certain dweeb with no sense of self preservation!” she snapped back.

As the three devolved into bickering Max let a heavy sigh escape him. Oh who was he kidding, this trip was going to be the death of him.

-Non Canon Omake-

As Gwen watched 'Heart's Fire' fawn over her oblivious cousin she felt what little patience she had left snap. Rising to her feet she stormed over and yanked Ben up from his seat, sending the unaware alien tumblng off the log.

"Back off hussy he's only ten years old!" she yelled, holding a confused Ben protectively beside her.

Glaring up at the red head. Heart's Fire shot back her feet before pulling Ben towards herself "Well I'm only ten MINUTES old"

Ben was pulled back once more "That doesn't count!"

And away again "Says who?!"

As Ben was helplessly pulled back and forth, Max let a breath out from his nose as he pinched between his eyes "I wonder if it's too late to take Verdona up on her offer"

Chapter Text

At a small apartment building in downtown D.C, a crowd of anxious onlookers gathered. As they looked on in concern a few tried to call for help as the flames consuming the building grew higher, even worse from the sounds inside it was clear not everyone had made it out!
On the top floor a mother and her young son desperately tried to escape the blaze. Making a dash for the front door the sound of creaking wood gave her just enough time to pull her son back before part of the roof caved in, blocking their escape with burning timber. Huddling together, the pair froze as they heard the rest of the roof begin to creak and moan.
As the roof overhead came down with a loud ‘crack’, they clenched their eyes shut and waited for the blow. But it never came.
Slowly opening his eyes the son let out a gasp at the sight before him.

“Who…who are you?”

Hearing her son’s question the mother too opened her eyes. And immediately covered her son’s.
Standing over them, holding up the roof with hardly any effort was a woman made of fire. A very ‘shapely’ woman made of fire who seemed to lack any clothing even if nothing was technically visible.

“Don’t worry” she cheerfully replied, oblivious to the mother’s disapproving stare “I’m a superhero!”

Tossing the debris aside, she raised her hands and began to pull the flames towards herself. In moments the room had been extinguished and the door cleared. Gesturing at the pair to follow her, the mother and child cautiously did so, smoke still coming from the blaze downstairs. Spotting some stairs down the hero pointed towards them.

“Alright this way!” she announced, seconds before the stairs collapsed from the damage they’d already suffered “Um never mind…That way!” she instead pointed towards one of the barred windows down the hall.

Focusing a blast in her hands, the fiery hero cut a hole around the window before grabbing the surprised family. Summoning a whirlwind of fire she hopped out the opening, letting the flames gently carry them down.
As the flames cleared the crowd began to cheer at the rescue…only for many to trail off as they caught a good look at the rescuer. Many men (and a few women) openly gawked at the bombshell before them. As a few even sneakily took pictures a young voice called out from the side.

“Heart’s Fire!”

The now identified Heart’s Fire eagerly turned to face the newcomer. The mother noticed her face literally lit up as she smiled.

“Ben~ Did you see that?” Heart’s Fire asked excitedly as a young boy with a strangely bulky watch ran up to her.

“I did, you were awesome!” Ben replied, eyes shining with awe “I knew you could do it!” he praised.

Heart’s Fire seemed to glow even brighter as she crossed her arms under her chest in pride. The action caused her impressive bust to push up much to (most of) the crowd’s delight, and the mother’s dismay, once again covering her son’s eyes. The surprised son almost lost his grip on the bag he was carrying, allowing part of its contents to be seen, a glint of gold reflecting in the Heart’s Fire’s glow.
Spotting the item Ben gasped and rushed forward, straight passed a comically weeping Heart’s Fire who thought he had been going for a hug’ leaving her awkwardly holding her arms out in empty air. As Ben stopped in front of the boy he began to bombard him with questions.

“No way is that a golden Sumo-Slammers card? I’ve been looking all over for that, where did you get it?”

Startled by Ben’s sudden interest the boy stammered back “I-I got it out of a pack of ‘Sumo-smack’ cereal”

As Ben started gushing about it to the dejected superhero, the mother couldn’t help but ask in concern “Do your parents know you’re out with her?”

A loud honk from a car horn caught everyone’s attention as the Rust Bucket pulled up beside the crowd, a young red headed girl leaning out the window.

“Hey dweeb and dweebier! The fire was a distraction for a jewellery store robbery. The bad guys are getting away!” she yelled

Sharing a quick look, Ben and Heart’s Fire sheepishly turned back to his cousin “Er we…we knew that” he lied unconvincingly.

Moments later the Rust Bucket was racing through the streets in pursuit of a black S.U.V driven by two masked crooks. As Max did his best to keep up he caught the whiff of burning fabric and smoke. Sparing a glance at the passenger seat where Heart’s Fire sat with Ben leaning on the armrest attempting to get a better view of the chase.

“Knew I should have bought those asbestos seat covers when I had the chance.” He commented.

“Sorry Mr Max, guess I’m just too ‘hot’ to handle” she replied, giving a small shake to let her chest bounce. Pouting when Ben failed to react, still too absorbed in the chase to notice.

Max however did, nearly losing control of the wheel at the brazen display. “Oh god, this is how I die” he mentally wept as Gwen took the opportunity to blast the flirtatious alien with one of the extinguishers.

“Ten ‘heroes’ in that stupid watch and you pick the one with the big flaming butt” she snarked.

As her flames reignited, Heart’s Fire smirks back “Jealous?” only to flinch away to avoid another blast.

As the S.U.V rounded a corner Max idd his best to pull up close behind. Leaning out of the window, Heart’s Fire launched a fireball at the vehicle’s rear. The shot hit the mark, obliterating the rear wheels and sending it swerving into a wall, much to Ben’s delight.

“Str~ike!” he cheered, eagerly pulling the hero along behind him as they hopped out the parked R.V.

As the crooks shook themselves out of their stupor, they were startled as the driver side door was ripped from its hinges. With a mix of fear and embarrassment, the thieves watched as the door was crumpled into twisted metal by a flaming woman of generous proportions.

“Alright creeps unless you want a bad case of sunburn” she threatened, hands igniting with a fierce flame “Hands against the wall now!”

“Yes momm-I mean ma’am” one of the crooks yelped, earning a disbelieving stare from his partner as they moved to comply.

As the crooks took their places, Heart’s Fire dropped her serious attitude and leant down to whisper excitedly to Ben “Did I get the banter right?”

“That was perfect” he whispered back, equally excited as she flushed with pride.

“Heh heh, I guess I'm pretty ‘dominating’ when I want to be~” she replied.

Before Ben could comment on her odd choice of words a familiar set of beeps began to ring out. The pair stared at each other’s watch/collar and noticed them blinking red.

“Uh-oh”

The resulting flash caught the crook’s attention who turned to see what had happened, now finding Ben standing alone. Gulping at their angry expressions Ben chuckled nervously as he began to back away.

“You know I’m actually in a pretty good mood tonight, so I’ll let you off with a warning this time” he attempted to joke.

Fortunately the thieves were halted in their tracks by the sound of sirens as four police cruisers rumbled towards them. As the officers stepped out with their vehicles with their weapons drawn and the crooks threw their hands in the air, Ben let out a relieved breath.

“Criminals contained, now where’s that flaming exhibitionist?” one of the officers asked, cuffing the thieves as Ben felt offended on Heart’s Fire’s behalf.

“Hey she’s not an exhi-whatever, she’s a superhero and she helped us catch these guys!” Ben yelled, finally drawing the attention of the officer.

“Hey kid this isn’t playtime, step away before you get yourself hurt” he ordered dismissively.

As he trudged back to the Rust Bucket, Ben was met by his concerned Grandpa and cousin. “You alright Ben?” Max asked.

“It’s not fair, I helped catch those creeps and the cops treated me like a dumb kid” Ben complained, shooting Gwen a look after she snarkily replied “Where’s the lie?”

Frowning, Ben turned back to his grandpa as the cop’s words came back to him. “Hey grandpa, what’s an exhibitionist?”

As Ben rushed to help his choking grandfather, Gwen held her hands to her face as she felt a migraine coming on.

The next morning, across the city another apartment building also played host to an unusual sight. Inside a room filled with scientific gadgets and cages upon cages of animals stood a strange man.
His skin was a sickly greenish yellow, with greasy silver hair flowing from under a curious ‘horned’ helmet as a ramshackled harness with a large dial covered his scrawny chest. His name was Doctor Aloysuis Animo, disgraced former geneticist and current mad scientist.
He smiled sinisterly at a portly excuse for a landlord before him, the fool demanding him to “Pony up the green”

“An interesting choice of phrase, you must be an animal lover” he quipped, placing a small frog on the floor before activating “The you’ll love my latest creation”

Gesturing to the dial on his chest he explained “This is my Transodulator; phase one. It creates and accelerates mutations at the genetic level. Observe!”

As he twisted the dial the ‘horns on his helm lit up with a crimson glow, a lance of energy striking the small frog causing it to rapidly shift and grow. The landlord attempted to flee only to find himself pulled half way into its mouth as Animo cackled madly.

“Oh dear it sounds like you have a frog in your throat, or is it the other way around?” he taunted, letting the man squirm a little more before ordering his pet to spit him out.

As the landlord fainted Animo stepped over his body to pick up a slip of newspaper, glaring hatefully at it.

“So close to what is rightfully mine. I only need a FEW lousy components to finish my work” he snarled.

His train of thought was interrupted as his T.V began playing an advert for a new ‘Megamart’ promising everything from hair spray to state of the art electronics.

“My how convenient, and JUST what the doctor ordered” he began to cackle once more only to trail off in confusion “Wait I don’t remember turning the T.V on”

As Animo grappled with the odd event, a few blocks away our heroes made their way around the very Megamart that had just been advertised.
What are the odds?
As Max groused over the lack of ‘fresh’ ingredients, much to Gwen’s dismay, Ben found his attention drifting elsewhere.

“A whole aisle of Sumo-smacks cereal?” staring intently at the logo promising a free card in every pack, Ben glanced from the aisle to the watch as a sly grin spread over his face.

Making sure Gwen and Grandpa Max were busy, he quickly made his way over to his target. Confirming the aisle was clear he began cycling through the watch’s icons. Finding one that appeared smaller than the others Ben slammed the dial down, wincing as the purple flash lit up the area.
Feeling a weight on his shoulder, Ben turned to find out the cause and came face to face with a diminutive grey skinned alien. She had fairly large eyes with a small tuft of black hair pulled into a ponytail. She was about the size (and proportions) of a Barbie doll, wearing a figure hugging, short sleeved/legged monochrome jumpsuit with the watch’s heart icon on her back.
Blinking at the new ‘hero’ Ben offered her a friendly smile which she returned.

“Well hey there big boy” she greeted “What fun are we after today?”

While the idea had seemed so simple a few moments ago, now face to face with the ‘hero’ he felt a little embarrassed. This wasn’t exactly a ‘super’ emergency afterall, but he pushed away any doubts as he focused on the prize.

“Hi. I uh…I know this probably isn’t what you were expecting to be called for but I think you’ll be a big help” he started, hoping that a few compliments would ease her into the plan.

Quirking a brow at his nervous tone, the tiny genius smirked back “Oh don’t worry about that, I’m up for whatever you’ve got in mind” she practically purred.

“Huh weird. She looks more like a frog than a cat, guess aliens just work differently” Ben thought, ignoring her odd tone.

“Great! Now I need you to help me check these boxes for the one with a golden ‘sumo-slammer’ card. And we’ll need to be sneaky about it” he explained, placing her on the shelf before making sure no one was coming.

“Searching for a card? A strange use of my skills but I suppose this sneaking does make for a sort of thrill” she conceded.

“Yeah I know it’s not really a superhero thing, but this is ‘super’ important to me” he replied.

“A superhero? A curious roleplay but I must admit I find myself intrigued regardless” she hummed, Ben tilting his head questioningly.

“That’s a lot of fancy words” he muttered.

“Yes I’m rather more cerebral than the others you might have met before” she admitted, nodding to the watch “But I believe that mental stimulation is just as important as the ‘physical’” she finished, batting her eyes suggestively.

This act proved wasted as Ben suddenly snapped his fingers “Hey that could be your code name, Cerebra!”

“A code name? A rather low brow play on words, but I find it rather suits your primitive and impulsive charm” Cerebra mused.

“Um..thanks?” Ben replied unsure of how to respond to (what he assumed to be) an unusual compliment.

“You’re welcome. Now let’s get to work”

A few moments earlier, Gwen watched boredly as Max attempted to find a ‘fitting’ substitute for fresh octopus. As she groaned and tried not to think about what horrors awaited them at dinner, Gwen did take notice of the lack of a secondary complaint. Glancing around she quickly realised Ben had slipped away at some point.
As she wondered where he could have gotten to she noticed a purple flash coming from a few aisles back, her eye twitching she quietly slipped away from her grandpa and began doubling back. As she neared the aisle she began to pick up a pair of voices, one was definitely the doofus and the other must be one of those alien huss- sorry ‘heroes’.

“Relax big boy, I’ll get what you need, you just make sure we’re not interrupted” a feminine voice assured.

Gwen felt herself freeze. No. They couldn’t be.

“Sorry I’m just…I guess I’m worried about getting caught. This felt like a better idea in my head” he admitted.

“Some find the chance of almost getting caught to be quite ‘thrilling’. But Don’t worry I won’t be much longer”

Okay enough was enough! Practically throwing herself around the corner she was prepared for the worst, and was subsequently both relieved yet still disappointed as she watched her cousin freeze up as he helped a small grey alien move onto the next shelf.

“You know part of me wants to be happy that this is all you’re up to. The rest of me can’t believe YOU’D BE SO STUPID!” she snapped, voice rising into a full yell by the end.

“We were gonna fix them back up” Ben huffed, as Cerebra took a seat on his shoulder.

“I can't believe you did all this for a dumb piece of cardboard. Now come on before anyone finds…us” Gwen attempted to lead him away, only to run into a VERY unamused store manager.

As Ben whispered for Cerebra to hide, sending her to jump into the back of his shirt. He tried to look innocent.

It didn’t work.

“So remind me why I’m buying all this cereal again?” Max asked his grandkids, noting how Ben guiltily looked away while Gwen glowered at him.

“It would have only been one box if Gwen hadn’t butted in with her big butt and started screaming the store down.” said Ben, turning to glare back at her.

“Well I’m sorry for looking out for your clueless butt.” She shot back “Besides you know grandpa doesn’t want you using the watch if he’s not around”

Holding up a hand to stop any further arguing, Max sighed and knelt down to look Ben in the eye.

“Ben, I can…appreciate how much the card means to you but don’t you think you’re taking this a bit too far?” Max asked as Ben looked away again “Especially using the watch to do it” he added, with only a tiny bit of worry leaking through.

“Why do you guys always worry about the watch? Cerebra was fine, even if she sounded a bit like the dweeb” he countered.

“Ugh I can’t deal with this anymore, I’m going to look at the hamsters and focus on how cute they are.” Gwen said, walking off.

As Ben stuck his tongue out, Max led out a disappointed sigh “I’m going to check on Gwen. When you’re ready come find us” and with that Ben was alone.

Now in a foul mood, Ben wandered the aisles aimlessly until a brightly coloured display caught his eye. Making a beeline towards it Ben stared in awe at the prize within.

“Whoa, a full set” his eyes drawn to the golden card in the centre “One day, you’ll be mine” he promised to himself.

His wistful daydreams were rudely interrupted as the store began to shake. As appliances toppled from their shelves and people began to panic the wall burst open as Dr Animo rode in atop his mutated mount. As Ben ducked behind the display case he watched as the (obvious) supervillain dismounted and began shoving various electronic components into a sack.

“Hey, what do you think you’re doing?” Ben yelled, his interruption barely registering to the mad doctor.

With a lazy gesture, Animo prompted his pet to strike the shelves behind the boy, burying him under the (thankfully empty) boxes stored on top. As Ben pushed them off the doctor gave him a contemptuous look.

“Don’t try to be a hero boy. Now run along and play somewhere else” he threatened.

Scowling back at the villain Ben spared a glance at the watch, only to see it was still red. “You’re lucky they can’t come right now” he muttered quietly as he reluctantly backed off.

As Animo remounted his pet with his stolen goods a pair of security guards futilely attempted to stop him. With a mocking laugh he simply ordered the frog to leap over their heads as he headed further into the store.
Taking off after him Ben realised that the madman was heading for the pet department! As he pushed himself to go faster he almost collided with Gwen as she and Max fled back the other way. As the trio reunited they were soon confronted by the mad doctor, now flanked by a mutated parrot and hamster.

“Behold the genius of Dr Animo, today I shall make history! Or should I say, PRE-history!” he gloated before ushering the mutant hamster forward.

“Great. Thanks to you playing around with little ‘Miss thrills’ earlier, we’re going to end up hamster chow” Gwen angrily snarked.

As the mutant let out a savage roar Max pulled the two away “Run now, fight later!”

A sudden pounce from the beast sent them tumbling, with Ben rolling off to the side as it carried on over their heads. As Ben scrambled to his feet he noticed that Max and Gwen were now cornered, the mutant’s jaws opened wide as it prepared to strike. Desperately looking for something, anything, that could help his eyes fell on a motor scooter.
Well it’s a dumb idea, but when has that ever stopped him before?
Hopping on Ben paused just long enough to throw a football that had rolled nearby at the creature’s head. As it turned snarling in anger, Ben smirked and revved the engine before speeding off. The rapid boom of footsteps told him his plan had worked as he sped along the aisles, glancing back he saw it prepare to jump.
With a sharp turn, Ben watched as the overgrown rodent sailed by and collided with some nearby shelves, causing them to topple down on top of it as it shrieked in impotent rage.

“Hah! Guess I didn’t even need to watch to deal with you, fuzz ball!” Ben taunted, as Max and Gwen caught up.

“No!” Animo snarled, startling the group as his pet leapt into view “Young fool, you can’t stop me. I will turn Washington D.C, into Washington B.C!”

As the mutated parrot swooped past, Animo leapt onto its back and made his escape through a skylight. His pet frog leaping up after him as the store finally went silent. As Ben and his family caught their breath the store manager, and the two security guards from earlier, made their way over.

“Young man, you’ve saved the store! Please if there’s anything I can do to pay you back let me know” he said thankfully.

Before Ben could answer he was scooped up by Max as he began heading back to the Rust Bucket.

“Wait Grandpa! I can finally get the gold sumo-slammer card!” he begged.

“Sorry Ben. But we’ve got a bird to catch.” Max apologised as Ben slumped in defeat.

Once inside the R.V the chase continued into the evening. As Max attempted to keep the target in sight he let out a content sigh. “Ah, this takes me back to the good old days”

Gwen, pausing her attempts to look up any information about Animo, gave him a questioning look. “The good old days as a plumber?”

“Uh…Yes….Hey Ben are you doing alright there?” He deflected awkwardly, as Gwen shrugged and went back to her research.

“First I help save people from a burning building and catch some crooks, and now I save an entire Megamart without using the watch and I’ve got nothing to show for it. It’s not fair” Ben complained, looking out the window in frustration.

“Ben, a Hero doesn’t act for a reward. Doing good IS its own reward” Max replied, earning an unimpressed look from Ben.

“Get that from a greetings card?” he snarked.

“Hey those cards have a lot of good life advice” Max defended.

“I’ve found him!” Gwen called out, “Dr Animo used to be a well respected scientist until about 5 years ago, when it was discovered he was performing unethical experiments on animals and turning them into mutants. He ended up being turned down for a ‘Vereties’ award and totally flipped out” she explained “Huh, wonder why THAT sounds so familiar?” she asked with a pointed look at Ben.

As Ben averted his eyes in shame, Max slapped the wheel in frustration “Darn it, I lost him. He could be anywhere in Washington D.C now”

“Don’t you mean B.C?” Gwen quipped, causing Ben to jump in realisation.

“Wait, that’s it! I know where he’s going”

Following Ben’s hunch they arrived at the Natural History Museum. The giant hole in the wall was a pretty good sign they were on the right path. Making sure the watch was recharged the trio cautiously entered the building, making their way through the halls until they finally located Animo.

Without turning to address them he continued to tinker with his device “You’re persistent, I HATE persistent”

“Give it up Animo, we know all about your messed up experiments. It’s over” Ben demanded, as he held the watch ready.

“Oh but it has only just begun!” Animo chuckled, reattaching the dial to his harness. “With these final components I have pushed my creation into phase 2. The reanimation of dormant cells” he announced dramatically.

“And in English that means?” Ben snarked, as Animo grinned while adjusting the dial.

“Breath life back into that which is lifeless. Behold!” With that crazed cry, a red beam shot out from his helm and struck a stuffed mammoth (built around a real skeleton according to the plaque). As the glow enveloped it Animo dashed further into the museum.

As the titan slowly lumbered to life, Ben yelled at Max and Gwen to stop Animo before activating the watch. As the flash of purple faded Ben stared at his latest alien ‘partner’.
Standing nearly 12 feet tall, with bright red skin, and four eyes and arms she cut an imposing figure. She had short tomboyish black hair and wore a tight pair of black shorts along with a monochrome tube top that was (valiantly) covering her impressive bust. Idily rubbing at an armband on her upper right that possessed the watch’s heart icon, she took stock of the room.

“You look so strong!” Ben cheered, eyes trailing her muscular arms.

Gwen however felt another migraine coming on “Seriously, what freak designed that stupid watch” she grumbled as she prompted a rather distracted Max to get moving.

Finally deciding to act, the Mammoth snorted in challenge as it stared down the muscular beauty. At her questioning look Ben chimed in apologetically.

“Sorry to throw you into this, but could you take care of this guy? I’ll explain everything once we’re safe”

Taking the weird request in stride, she smirked dangerously at the towering brute “Heh not what I was expecting to be asked, but you’re the boss. Just sit back” with a sudden lunge she closed the gap between her and the mammoth “And enjoy the show!”

Calling it a fight would be generous. The four armed ‘hero’ ruthlessly demolished her opponent, pummeling it with a flurry of blows before grabbing it by its trunk and slamming it repeatedly into the floor, leaving it weakly moaning as it lay still.

“Sorry for not holding back, but I wanted to show off for the boss” she mockingly apologised.

“That…was…AWESOME!” Ben cheered, dashing over he began gushing about the ‘fight’ to the now blushing hero.

“H-hey tone down the compliments short king, I’m already red enough” she joked, her sudden bashfulness was kinda..nice.

Assuming ‘short king’ was a weird alien compliment Ben continued “But you’re so cool! And your arms are huge, they’re bigger than my whole body!” staring at them in undisguised awe.

“Oh, you mean these?” she asked, kneeling down to let him see just how solid they were. She fought the urge to squee as he ran his hands over her biceps “This what you like, short king?”

As he nodded oblivious to her insinuation, suddenly had a thought “Hey that reminds me, we need to give you a hero code-name”

“A code name huh? Alright if that’s how you wanna do this, what you got for me?” she asked, honestly pretty amused at his commitment to this ‘hero’ thing.

“How about..Armizon? ‘Cause you kinda remind me of Wonder Woman, just with four arms.” he suggested.

“So he likes puns? Heh, adorkable” she thought, voicing her acceptance of the name.

“Great! Now let’s go catch up with Grandpa and Gwen, They should have dealt with Animo by now”

A distant roar followed by a loud crash, quickly shot down those hopes. Lifting him up for a piggyback with one hand, Armizon sped towards the roars location. As they neared Ben heard Gwen cry out before it faded out as she was moving away rapidly. Rounding the corner Ben barely registered Max call out to him as he spotted Animo’s giant parrot fly off with Gwen in its claws.
Not needing to be told what to do now, Armizon sprinted towards the broken wall and launched herself after the flying menace. While her jump easily carried her up to the bird, keeping her grip proved tougher as the feathers in her grasp began to come loose. To make matters worse a very familiar chime began to go off, sending a spike of panic through them both.
As the feathers finally gave way, Armizon quickly brought Ben around to her front as they fell. Wrapping her arms protectively around him (and cushioning him against her breasts) she grunted as she impacted the road below, her large frame creating a sizable crater.
As the beeping sped up, Armizon managed to see that Ben was still safe, if a little smothered.

“At least it was a soft landing” came his dazed and muffled comment, just as she vanished in a flash of red leaving Ben to drop a short distance to the ground “Ow…never…mind”.

As Ben dragged himself out of the crater, the Rust Bucket pulled up beside him with Max thanking god Ben was still in one piece. Clambering in the pair sped off, trying to pick up Gwen’s trail. While he searched, Max passed Ben a Newspaper slip he discovered after Animo fled on a reanimated T-Rex ("So cool" Ben muttered).

“Dr Kelly accepts Vereties award” he read as the photo showed a younger Animo scowling at Kelly receiving the prize. “He must be going after him to get ‘his’ reward, we have to stop him!” Ben realised.

“First we need to rescue your cousin. If only we knew where that overgrown pigeon flew off to” Max replied, scanning the skies for any sign of it.

In another moment of perfect timing, the R.V’s phone began to ring. The caller indicated it was Gwen, she must have had her cell phone on her! As she hurriedly informed them she was stuck atop the Washington monument Max floored the accelerator, reaching the famous landmark in record time. As they rushed out of the door they arrived just in time to see Gwen’s phone shatter against the ground, and looking up it didn’t look like Gwen had much time left either.

A sharp beep let Ben know the watch was charged and ready, “Don’t worry Grandpa” he announced confidently, twisting the dial to a winged silhouette “We’ve got this”

Up above Gwen’s grip finally failed, as she fell screaming a flash of purple flooded her vision. As her sight returned she felt her fall stop, as she began moving forward through the air instead of down. Twisting to look up Gwen was, for once, glad to see one of her cousin’s aliens.
She appeared to be an insectoid like creature, with her lower half being more buglike but the upper body appearing more humanoid. The alien gave her (what was probably meant to be) a reassuring smile, revealing her face to be mostly covered in a black carapace ‘mask’ except for her mouth and four protruding eye stalks, with the heart logo resting dead centre of her ‘facemask’. Despite how it should have come across the insectoid woman still managed to appear rather inexplicably cute.
From what Gwen could tell her outfit was sleeveless and , of course skintight, highlighting her respectable chest.

“Oh come on, why does a bug even need breasts!” Gwen mentally whined, as Ben poked his head from over her shoulder.

“Hey Gwen this is Stingwing. Stingwing that’s the dweeb” Ben ‘introduced’ them.

“Mission accomplished master” Stingwing said, her voice carrying an odd chittering echo “The dweeb is safe and sound” she added with innocent insensitivity. Much to Gwen’s annoyance and Ben’s amusement.

Catching a whiff of something Gwen covered her nose. “Is that smell coming from her?” she asked, causing Stingwing’s eye stalks to droop in embarrassment.

Confused, Ben leant forward and gave his own sniff “She smells fine to me” he commented, causing Stingwing to let out a surprised but happy buzz, much to Gwen’s discomfort.

A loud squawk reminded them that they weren’t truly safe yet. As Animo’s flying mutant attempted to knock them out of the sky, Stingwing dodged to the best of her ability. Though she was forced to admit her options were limited while she carried the two young humans.
As they made another pass around the monument, Ben spotted his Grandfather waving at him from a viewing slit near the top. Leaning close so he could be heard over the rushing winds, Ben quickly told Stingwing his plan. Nodding in acknowledgment, the insectoid ‘hero’ rapidly began to ascend, before diving swiftly back down towards the spire. Without warning she let go of Gwen who had a moment of panic before she felt herself land in her Grandpa's arms.
Shaken but glad to be alive, Gwen’s relief seemed short lived as the giant bird spotted her hanging from the window and dived towards the seemingly helpless prey. Before it got near her though, Stingwing returned and slammed the flat end of her stinger against the bird’s back. With a startled shriek the parrot slammed into the wall below Gwen before spiralling to the ground.

As Max pulled gwen inside, he yelled out to Ben “Go stop Animo, we’ll be fine”

“Speak for yourself” a shaking Gwen snarked as she tried to calm her heart.

Taking off it wasn’t hard to follow Animo’s trail. A giant lizard is hardly a stealthy mode of transportation after all. The pair arrived at ‘Kelly Industries’ and, making their way through a large hole busted into the building, found Animo victoriously clutching a golden flask trophy as his vicious mount attempted to chow down on a terrified Kelly. Blitzing forward Stingwing slashed the beast's face with her stinger, forcing it to rear back in pain.
As Animo turned to confront the new threat, only to stare in disbelief at the sight before him.

“You again boy! How do you keep interfering with my plans?!” he asked, shaking with fury as Ben shrugged mockingly.

“Well it helps that you keep yelling out your plans as you go” he teased, earning a laugh from Stingwing as she watched Animo begin to scream out in frustration.

And noticing Ben’s ‘partner’, Animo had his own thoughts on the alien hybrid “And what is that ridiculous thing you’ve got with you?” he began, gesturing particularly at her chest “Such pointless additions to what could be a fine specimen for study”

As Stingwing angrily buzzed at the insult, Ben yelled back in outrage “Don’t talk about her like that! She’s awesome and looks way better than your crumby creations!” Thanks to his position on her back he couldn’t see the dreamy smile on her face as he defended her.

“Master…you’re so cool~” she chittered as Ben blushed at the praise, bashfully asking her to just call him Ben.

Animo however could see her reactions, with the odd display breaking through his usual cloud of self importance “Wait what is actually going on here? Is she…a consort? How old are you?”

“She’s not a consort (whatever that is) she’s a superhero. And now, she’s gonna kick. Your. Butt”

With that declaration a newly motivated Stingwing shot forward, a stream of adhesive slime firing from her mouth and covering the T-Rex’s eyes. As the terrible titan roared and flailed in a vain attempt to clear its vision Animo struggled to hold on and, in his struggles, let go of the Vereties award.

“Noooo!” Animo wailed as the award shattered against the floor.

Taking advantage of his distraction, Stingwing made another pass and snatched his helmet from his head. Giving him a mocking wave before she pitched it into the ground, the impact causing it to let out one last pulse before breaking.
As the pulse washed over the tyrannosaur, it rapidly began to decay back into bones before collapsing into a heap, trapping Animo in its ruined frame.

“We showed him, partner” Ben cheered, inadvertently brushing his hands against the sides of her chest as adjusted his grip.

As Stingwing trilled in…’happiness’, which Ben mistook for agreement, the pair descended as the watch timed out. Leaving Ben with a very unsettled Dr Kelly.

"I'll...inform the authorities about Animo...(and maybe about the bug lady)" Kelly said, wanting to distance himself from...whatever insanity that was.

As the sun rose and the police led a ranting Animo away in cuffs, Ben couldn't help but reflect on his own actions the past few days. Seeing Animo so obsessed over a prize he ‘deserved’ made him realise he’d been..well a jerk to his Grandpa and Gwen. As the trio made their way back to the Rust Bucket Ben called out to him.

“Hey uh, Grandpa?” as Max turned questioningly, Ben took a deep breath “I’m..sorry…for what I said last night, you were right. A hero shouldn’t be focused on a reward, helping people is its own reward right?” he finished bashfully.

Max, smiling proudly at his display of maturity, ruffled his hair as they climbed back into the R.V.

As Ben took a seat at the table Gwen placed something in front of him. It was the dial from Animo’s device. At his curious expression she explained.

“It might not be a golden sumo-slammer card, but it will make a cool memento of your first supervillain right?”

Stunned, Ben couldn’t help the bright smile forming on his face “Thanks Gwen”

She gave him a playful shove “Yeah yeah. Don’t go all soft on me doofus”

As Max watched them playfully bicker, he prepared to set off. Feeling confident in the days to come for the rest of the trip.

“Oh by the way Grandpa, what’s a ‘consort’?” Ben asked, causing him to nearly steer the R.V into the nearest wall as he hacked for breath.

Nope. Still going to be the death of him.

-Non Canon Omake-

"Why does a bug even need breast?" Gwen yells in exasperation.

"Hand holds" Ben answered in utter seriousness.

"...What?" Gwen asked in disbelief.

"Yeah see" he continued on obliviously, taking hold of them as Stingwing let out a chittering moan. "Now you've got a solid hold so you don't fall, isn't that right?"

"Right~" Stingwing replied happliy as Gwen screamed "WRONG!"

Chapter Text

At a quiet lakeside, under a bright moon, Gwen exited the Rust Bucket before taking in the peaceful scene.

“CANNONBALL!” Ben cried out, rushing past her clad in green swim trunks before launching himself off a small pier and into the water.

“So much for a relaxing evening” Gwen sighed, grabbing a torch before going to check on her doofus of a cousin.

Reaching the lakeside she quickly spotted Ben with the torch light, he grinned up at her as he kicked away from the dock.

“Hey Gwen, jump in!” he called out, earning a disgusted shiver from her as she scanned the lake with the torch.

“Ugh please. Who knows what slimy. Gross things are swimming around in there?” she asked before returning the light to his face “Case in point” she adds cheekily.

Smirking back Ben smacks the water, catching Gwen with the splash “Oh come on. What’s the point in camping near a lake if you’re afraid to get wet?” he teased.

“Bleh! Knock it off shrimp!” Gwen snapped, storming off back towards the R.V.

As Gwen made to leave she heard Ben begin to thrash around in panic. “Hey! (cough) What’s…happen-” before going silent.

Rolling her eyes Gwen turned back to the lake “Very funny dweeb, I’m not falling for it” a worrying silence greeted her “...Ben?”

Shining the torch back at where she last saw him, she found only bubbles. Edging closer she was about to call out again, when the water began to churn as a large figure burst from the water roaring at her.
Letting out a shriek, Gwen tripped backwards dropping her torch, it rolled along to reveal…

“Armizon?” she whispered, the light revealing the four armed ‘hero’ snickering while covered in seaweed and river mud. “.....BEN!!”

Laughing hysterically, Ben reappeared on her right “You should have seen your face dweeb, ahahaha!”

Scrambling to her feet, Gwen glared at the pair of pranksters “You’re SO busted when I tell grandpa!” she threatened, marching away.

As Ben let out a few more chuckles Armizon ducked back under the water before resurfacing, wiping away a few lingering traces of muck she smiled as Ben swam over.

“Oh man that was great! Thanks for playing along with me” he thanked, earning a small blush as she stared at his bare chest.

“Hey no problem short king, this was…quite the show” she replied, as she leant against the dock she watched as happily floated nearby. “Hey, I think I might have missed a spot of lake muck. Think you could~”

Her (likely inappropriate) request was lost however as the lake erupted in a shower of water. The pair looked up as a monstrous figure loomed over them, its full form obscured as the moon vanished behind some clouds.
From what they could see it possessed a pair of thick arms, a long neck topped with a finned head featuring a pair of tentacle-like appendages near its mouth. With a snarl it lunged towards them, with Armizon barely having time to push Ben to safety before she was snatched up and dragged away under the surface.
Stunned at the sudden turn of events, Ben shook his head clear before scrambling out of the water before sprinting towards the R.V “MONSTER!”

Inside the Rust Bucket, Max and Gwen were attempting to sleep only to groan at the sound of yelling coming from outside.

“Ugh, What’s that boy doing out there?” Max asked, trying to roll over.

“Probably still goofing around with ‘miss boob tube’ at the lake” Gwen muttered sleepily.

A second of silence passed before the implications of Gwen’s statement hit them. Jumping from their beds they raced for the door just in time for Ben to throw it open.

“GUYS! (gasp) lake (huff) monster…” he wheezed out leaning on the door, earning a pair of unamused stares.

“Seriously? You’ve already pulled that one today doofus it it’s not going to work again” Gwen said, already turning to go back to bed.

Entering the R.V Ben tried to convince them “No wait I’m serious this time! Armizon got grabbed, we need to go hel-MMPH!” as Ben tried to lead them out he ran face first into said ‘hero’ as she knelt down in front of the door.

“Ben! Oh thank the maker you’re ok” she said,breathing hard as Ben bounced backwards.

Regaining his balance Ben approached her again “I’m ok? You’re the one who got grabbed. Are YOU ok?” he asked, scanning her for any injuries.

As Max and Gwen blinked at the sudden arrival they quickly realised something. Due to her size, even when kneeling down, she was not face to face with her ‘partner’. Gwen’s face slowly went as red as Armizon as she noticed Ben’s face was inches away from the alien’s chest.
Her heaving, wet, practically visible through her soaked top chest. With an embarrassed yelp Gwen yanked Ben back, covering his eyes while averting her own.

“W-w-what are you doing?! Put a towel over yourself or something!” Gwen stammered as Ben tried to pull himself free.

“Gwen what the heck?!”

As the pair fell into bickering, Armizon tried to explain what happened outside only to vanish in a flash of red as the watch timed out. Shaken out of his stupor by the flash, Max attempted to diffuse the situation.

“Ok, I think we’ve had enough excitement for one night. We should get to bed, we’ve got an early start tomorrow and we need some breast-REST! Some rest” he mentally cursed at the Freudian slip as Gwen gave him an annoyed side-eye.

After an awkward nights sleep, the trio set off bright and early the next morning. Passing by a small collection of bait/boat shacks, they soon made their way to the main docks. As they made their way, Ben continued to try and convince his family of what happened last night.

“No. really! It was humongous, and it had these big red…” he attempted before Gwen slapped a hand over his mouth.

“I think we’ve had enough of ‘big red’ things for one lifetime” she said, eye twitching in annoyance (she really ought to have that check out, Ben thought).

“I’m uh…I’m sure you just saw some kind of big fish,that’s all” Max suggested, doing his best not to think about certain…details from last night.

Huffing in annoyance, Ben wandered ahead towards the waiting ship. As he approached he spotted a bucket of live bait, a sly grin spreading over his face as he grabbed a handful.
As Gwen got closer he suddenly lifted his, now full, hand towards her face earning a terrified scream.

“Breakfast?” he asked mockingly, snickering as her face twisted in disgust.

“Ugh, gross! Why do you even have that?”

“Bait” Max answered, resting his fishing pole across his shoulder.

“Well, I think I’ll just stay here. Try and catch some sun instead” Gwen said, still looking queasy as Ben returned the bait to the bucket.

“Are you sure? You don’t know what you’re missing” Max tried to convince her with no success.

Shrugging it off Max and Ben approached the ship, quickly spotting an older, plainly dressed man in a red cap. “Captain Shaw?” Max called out.

“Who wants to know?” the man gruffly replied, turning to reveal a grizzled face.

“I’m Max Tennyson, and this is my grandson Ben. We’ve chartered your boat today for a fishing trip” he explained cheerfully.

Shaw simply turned away to continue preparing to cast off “Well what’re you waiting for an engraved invitation? Get aboard, I ain’t got all day”

With that less than friendly start the trio set sail, setting off at a leisurely pace further out into the lake. As they continued on, Max attempted to strike up a conversation with the gruff captain.

“So… anything interesting to catch out there today?” he asked.

“More than you can imagine” Shaw replied cryptically, before glancing past Max’s shoulder “looks like yer boy’s using his breakfast as chum” he noted as Ben leant over the side.

Placing a comforting hand on Ben’s back he asked “You doing ok there Ben?”

Popping his head back up Ben nodded “Yeah I’m just keeping an eye out for that lake monster. It’s not gonna get the jump on me this time” he said determinedly.

As Max looked on in concern Ben returned to scanning the lake, a sudden shape appearing out of the corner of his eye. Initially excited, Ben soon realised it was simply driftwood stuck around an old barrel.

“(chuckle) Now Ben this is a fishing trip, not a monster hunt” he playfully teased.

“It’s called the Krakken” Shaw cut in suddenly.

“Wait, you know about it?” Ben asked in surprise.

“It’s my business to know about it” Shaw replied, handing Ben a blurry photo of the creature “Been on its trail for years. Folks say my rudder’s not right”

“Why doesn’t that surprise me?” Max said under his breath.

As Shaw explained how sightings of the creature had existed for centuries while showing off his array of aquatic tracking devices, Ben got steadily more and more excited. “In fact I could show you where I first laid eyes on the beast, if you’re up for some REAL adventure” he offered.

Despite Max’s scepticism, Ben’s eager smile forced him to hold his tongue “I guess so” he reluctantly agreed.

The trip was brief and uneventful, but upon arrival they encountered an unwelcome surprise. A line of buoys, stunk together with warning tape, blocked their way.

“Do not enter?” Shaw sputtered, “What’s going on?”

“Looks official, maybe we should turn back” Max suggested, much to Shaw’s anger.

“This is MY lake! I’ll go wherever I-” he began to yell only for a ship’s horn to interrupt.

As they turned to face the new ship, they easily spotted a woman on the deck with short brown hair and wearing a blue jumpsuit. Giving the trio a polite smile she called out to them.

“Good morning! My name is Joanne Melvile, I’m the founder of ‘Friends of Fish’. I’m afraid we’ve closed this are off for an environmental study, so I’m afraid I’m going to have to ask you to turn around please”

“Suppose you make me, fish hugger?” Shaw asked threateningly.

“Well actually, since I chartered the boat for the day, I believe I’m in charge. Right Captain?” Max replied, causing Shaw to reluctantly back down. “I’m sorry about the disturbance ma’am”

“Thank you sir” she replied with a small chuckle “I’m glad you’re so understanding. Enjoy the rest of your day” she added with a friendly wave.

Ben’s face twisted at the display, before he tried to get Max’s attention. “Wait Grandpa, what about the Krakken?”

“The Krakken?” Joanne asked amused “Sorry kid but I’m a marine biologist, and there’s just no evidence to suggest it exists. I’m afraid it’s just and old fish story”

As Shaw followed Joanne’s ship back towards the docks the sonar let out a loud ‘ping’. “The sonar. we’ve found something!”

Checking behind them, Ben spotted a large fin gliding through the water towards them “Or something found us”

As it sank back below the surface, they noticed a vast shadow pass under the ship causing it to rock violently. As Shaw fought to regain control he spotted where the creature was heading “It’s heading for the docks!” he yelled.

“Gwen!” Max and Ben cried, as the Krakken surfaced in all its terrible glory. Splintering the docks and tossing Gwen and 3 other campers into the lake as it did so.

“I told you, it’s real! The Krakken lives!” Shaw crowed triumphantly.

“Sail now and gloat later” Max yelled, ushering Ben out of sight so he can activate the watch.

As Ben cycled through he had a certain ‘hero’ in mind. Having summoned her for an earlier prank on Gwen before they arrived.

“Ripjaws to the rescue” slamming the dial down he waited for the light to fade. What greeted him was not Ripjaws.

“XLR8? Stupid watch we need a swimmer not a runner” he complained.

Initially saddened, XLR8 quickly realised she had a great opportunity to show off in front of Ben. Lifting his face to meet her gaze, she gave him a confident smirk. “Don’t worry coach” she said as her visor slid into place “I’ll get the job done”

Taking off a superspeed she literally hit the water running, gliding across the surface as if it were solid. As Gwen and the others attempted to swim away, the Krakken lunged down, looking as if it was about to swallow her whole. Seconds before it could, XLR8 snatched her away and carried her to safety on the shore.

“(cough, cough) Thanks” Gwen said, taking a second to catch her breath. As she looked back at her rescuer she felt her eye twitch again. The sprint across the water had soaked the ‘hero’s’ bodysuit, leaving the already form fitting clothing even more revealing.

“You’re welcome red” she replied, not failing to notice Gwen’s disapproval of her current state “You stay safe, while I show coach why he can count on me” with that she sped back off onto the lake, kicking up a spray of mud that caught Gwen.

“You did that on purpose!” Gwen snapped, as XLR8 successfully brought the other 3 campers over to her side.

As XLR8 turned back to see where the Krakken had swam off to, Gwen noticed the two adults she had rescued staring very obviously at her rear “Ugh what did I do to deserve being stuck in this situation” she mentally wailed.

Noticing the creature had begun chasing a ship, XLR8 took off once more, easily outpacing the monster and racing onto the ship’s deck. Ignoring the crew’s surprised yells she stood ready as the Krakken finally caught up to them, looming over the ship with a feral growl.
As she prepared to fight she was surprised when the beast instead used its tendrils to grab a crate from the deck. As it tried to pull it away Joanne suddenly rushed forward and grabbed ahold as if to try and stop it.
Baffled by the human’s seeming lack of sense, XLR8 dashed forward, siding under the Krakken’s chin and delivering a flurry of kicks at superspeed. The rapid assault succeded in forcing it to abandon its attempt to grab the crate, slinking back under the water.

“Thanks for the hand…well feet” Joanne joked as XLR8 turned to her in disbelief.

“What’s so important about that crate that you were willing to be monster chow?” she asked,

“Um..our food rations?” Joanne answered, rather unsurely.

Feeling quite done with this, and growing irritated at the lustful stares from Joanne’s crewmates (she was spoken for thank you very much!) XLR8 sped off again, heading back to Ben to tell him all about how great she did. As she leapt up to hang off the side of the ship (accidentally ruining Shaw’s shot with a harpoon gun at the feeling Krakken) she eagerly began to recount her exploits to an ecstatic Ben.

“Oh man, you kicked it in the face? I wish I could have seen that” he cheered “I’m sorry I doubted you, you were awesome out there”

As the speedster preened under the praise, Max ran through what she told them.

“Risking your life for food? I understand appreciating a good meal but that seems a bit much” he mused to himself.

As XLR8 squirmed happily at Ben’s praise, he mistook the action for shivering “Oh, we should probably get you dried off right? The lake is pretty cold” he innocently offered.

“Oh~ That’s quite the offer co-” a series of sharp beeps cut her off “Oh come on!” she groaned before vanishing in a red flash, much to Max’s relief.

That evening, while the other campers packed up and fled, our heroes sat around a campfire as they reviewed the day’s events. Or in Ben’s case, gloat over being right.

“See I told you it was real! That’s what attacked Armizon last night. Me and Captain Shaw were right”

Max stared disapprovingly at his tone “Just because he was right about the monster, it doesn’t mean I was wrong about him. I want you to stay away from him, he’s trouble”

“We have enough ‘troublesome’ people with us anyway” Gwen snarked, pointedly looking at the watch.

“You’re just being stubborn” Ben complained

“Oh yeah, stubborn people are the worst!” Gwen sarcastically agreed.

“Let’s just leave things to the experts, like those ‘friends of fish’ people” Max suggested, earning a scoff from Ben as he started at his grandpa questioningly.

“You’re just saying that because she was flirting with you”

“I…what?” Max asked, unsure if he heard him correctly.

“Duh, she kept giggling and was all” switching to an imitation of Joanne’s voice he continued “‘Thank you sir. Oh you’re so understanding, enjoy your day” he finished copying her little wave. “It was really obvious”

Normally Max would call Ben out on his behaviour, or Gwen would make a snarky joke. But the sheer irony of the situation had left them momentarily stunned.
The awkward silence was broken by the sound of someone angrily talking to themselves nearby. Thankful for the distraction from that mess, the group spotted Captain Shaw stomping passed their camp.

“Captain Shaw? What’s wrong?” Ben asked, catching the man’s attention.

“Those enviro-punks have shut down the entire lake! Well nobody tells me where I can sail, and nobody can keep me from the catch of the century. Nobody” he ranted, making his way to the docks.

As the night wore on and Shaw set sail, Gwen impatiently knocked of the R.V’s bathroom door.

“Come on Ben hurry up! What, did you fall in or something?” she shouts, growing suspicious at the lack of reply.

Following a gut instinct, Max forced the door open only to discover the room was empty and the window open. “That boy…” He groaned.

Meanwhile on Shaw’s ship, the gruff captain was dealing with a familiar stowaway. Glaring down at the young boy who had been hiding under a tarp he reluctantly allowed him to stay, refusing to abandon the hunt for the beast a second time that day.
Now wearing a green diving suit, Shawn prepared to lure the Krakken back out of hiding using himself as bait.

“Maybe I should go with you? Uh just in case, you know?” Ben suggested, subconsciously letting his hand fall to the watch.

“No need boy, I’ve got my dive buddy right here” Shaw replied, hefting a harpoon gun before dropping over the side into the depths below.

Annoyed at being left behind, Ben soon noticed a spare red diving suit left on deck. Quickly throwing it on he followed after the captain, finding him floating over a shipwreck. His sudden movement must have startled Shaw, as he turned and fired the harpoon on instinct. Luckily the shot missed as Ben swam to the side, causing Shaw to let out a breath in relief.
Gesturing towards the wreck, Ben approached and spotted what Shaw had discovered. An egg. A large faintly orange/red glowing ball sat in the centre of what Ben guessed was a nest. Now with the beast’s nest located, Shaw swam up to prepare to wait for the beast aboard his ship.
As he reached the surface he noticed another ship alongside his. A ship with a mounted gun on the front.
Tensing at the sight, Shaw gestured for Ben to stay back as he cautiously began to climb back onto his ship. As he neared the top he was grabbed by a trio of masked individuals in military style diving suits. As Ben watched from the water, the two male figures held Shaw in place as the female one stood before him.

“Dangerous to go diving alone at night, isn’t it?” she asked

“I work alone. Don’t got any friends” Shaw gruffly responded, hoping Ben would stay hidden.

“Really? And with such a sparkling personality too..” she replied mockingly before approaching him threateningly “What did you find down there?”

“Nothing. Same as always” Shaw lied, face giving nothing away.

The woman humm’d in thought, turning as if to leave before spinning back around and delivering a swift kick to Shaw’s head. Sending him to the floor in an unconscious heap.
Ben gasped and ducked lower, watching as the two men dragged Shaw onto their ship.

“Let’s get him back to the cannery. See what he really knows” she ordered before removing her mask, revealing herself to be Joanne Melvile.

“I knew there was a reason I didn’t like her” Ben thought,staring at the watch and wincing as it remained red and unresponsive.

Joanne paused briefly to drop a marker in the water before returning to her ship. “Just to make sure” she said sadistically, as she also tossed a timed explosive onto Shaw’s ship before sailing off.

As the vessel was blown apart in a shower of burning debris, Ben divided down to avoid being hit. Surfacing a short distance away, as he watched the villain’s ship get further away the watch let out a chime as it returned to its active mode.
Smirking Ben twisted the dial before slamming it back down, in a flash of purple Stingwing appeared hovering overhead.

“Oh are we going for a midnight swim? I’m afraid I’m not too good at swimming, I might need your help. Maybe we can practise the ‘breast stroke’ first~” she chittered suggestively.

Motioning for a hand up, Ben took a seat on her back “Sorry but we’ll have to practise later” he apologised distractedly, keeping his eyes on the retreating ship “Right now we need to stop those guys and rescue Captain Shaw”

“Oh, another rescue? That’ll be a piece of cake” she happily replied “Hold on tight~” she warned before taking off like a shot after their target.

Onboard Joanne’s ship one of her crewmen noticed something approaching “Something's coming…what is that a bird?” he announced before raising a pair of binoculars for a better look “No wait it’s a…sexy bug lady?”

“What was that?” Joanne asked, blinking in confusion as she turned back to see for herself.

There was indeed a sexy bug lady bearing down on them, with a young boy on its back? Snapping out of it, Joanne snapped at the two crewmen to open fire as she ran back to the ship’s controls.
As one fired the mounted gun, the other raised an assault rifle to add to the hail of bullets. Swiftly weaving out of their line of fire, Stingwing spat two globs of her adhesive slime, striking both thugs and pinning them to the deck.
Scowling at the unexpected interference, Joanne pressed a button on the controls to release the explosive barrels stored on the back of the ship. As they went off one after the other, Singwing managed to dodge the first four without trouble. Unfortunately the fifth exploded close to shore, toppling a tree into the lake and catching her in the resulting splash.
The hit sent Stingwing and Ben tumbling into the water, with Ben having to help the floundering alien stay afloat.

“Stingwing, are you okay?” he asked as he struggled to keep the larger being steady.

“I’m-I’m okay but my wings are soaked. I can’t take off” she replied, wings buzzing uselessly as if to confirm her assessment.

To make matters worse, they soon noticed that Joanne had turned the ship around, now heading straight towards them. As the pair attempted to swim away, they managed to reach the downed tree now floating in the lake. Attempting to take off, Stingwing grimaced as her wings were still too wet, looking for another way out she spotted an overhanging branch from another tree just to their right.
Holding Ben close, and using her adhesive slime like a rope, she reeled them both up into the tree just in time to avoid the ship ramming through the fallen trunk. As she passed under them, Joanne could have sworn that the insect was…smiling(?) as she held tight onto the boy. Keeping a tight hold on her young ‘partner’ she quietly clambered around the branch, avoiding the light being aimed by the armed woman.
As the tension mounted a sudden shout from one of her crewmen alerted everyone to a familiar fin poking out of the water not too far away.

“It’s getting a little crowded around here. Dump the trash and let’s go” Joanne ordered, gesturing to the unconscious Shaw.

As they sped off after dropping the captain overboard, Ben declared that they needed to help him. A quick check showed her wings had dried enough and she quickly carried Ben down so he could fish the slowly sinking man.
After a bit of repositioning, Ben now back on her back guided her towards where the Rust Bucket was parked up. As the R.V appeared in the distance a dread sound rang out.

“Are you serious?!” Ben screamed, as the watch began flashing red.

Pushing herself, Stingwing managed to get close enough to drop the two humans over the R.V’s open sunshade before vanishing.
After helping untie a now awake Captain Shaw, our heroes gathered in the vehicle to share what they’d discovered. With Gwen adding her own research to the discussion.

“I’ve found out who our friend Joanne really is. When I tried to search for information on her ‘Friends of Fish’ operation, I couldn’t find anything on any environmentalist websites. But I did find this” turning the screen around, the others saw a collection of images of Joanne with captured animals.

“She travels around the world, poaching rare species and crating them up to sell to private collectors” she explained, as something clicked in Ben’s head.

“Crating up? That’s it! XLR8 said that when the Krakken attacked her ship it tried to steal a crate. They must have had an egg in there, like the one we say in her nest” he realised.

“When they tried to take Shaw prisoner, they mentioned a cannery. That must be where they’re keeping it hidden” he continued.

At this, Shaw rose from his seat and headed for the door “Mother or not it doesn't change anything. I’ve got a spare boat down at the docks, come on” he said, with the trio sharing a look before following.

At the docks, as they took their places in a small motorised rowboat Shaw untied the boat from its post. Before he could get aboard they sped off, Ben apologising as they did so.
Leaving the furious hunter behind they soon reached the cannery, the building standing high above the water on a raised deck.
As they got closer Max cut the engine so they could drift stealthily beneath the deck. As Max and Gwen started to climb a nearby access ladder, Ben made his choice on the watch.

“This time, for sure” he thought, slamming the dial down.

As that familiar purple light died down, Ben looked on as Ripjaws took in her surroundings. She was covered in greenish scales, with a soft flowing fin covering one of her eyes like a fringe of hair. Around her neck she had a special breathing apparatus to avoid suffocating while out of water and she wore a black bikini top and a matching loincloth that stopped just above her knees, both doing little to cover her dignity. Not that Ben noticed as he watched her razor sharp mouth shift into a content smile.

“A boat huh? Are we planning a ‘pleasure’ cruise~” she asked, bending down to look him in the eye. Excitement gleaming in hers.

As Max missed a rung as he let out an undignified whine, Gwen (gently) banged her head off the side of the ladder “Everytime…and he never notices. They’re not even subtle!” she muttered as they resumed their climb.

Ignoring his cousin's weird rant, Ben gave a quick rundown to Ripjaws about what was going on. “So you ready to kick some poacher butt?”

“Stealing a woman’s kids, talk about low.” Ripjaws growled “Alright let me at ‘em”

Glancing up at his family to see if they were ready, Ben caught his Grandpa’s worried gaze. Unfortunately for him, Ben mistook his look at this distance for one of disappointment. Think Max was upset with him for getting Ripjaws’ hopes up, Ben racked his brain for something to say in apology.

“Hey, sorry for uh…getting your hopes up earlier. If you want we can take a boat ride after this is over y'know? Ben offered.

As Ripjaws reached 200% determination, Max and Gwen both let out a quietly horrified “no…”

“I’ll hold you to tha-”

Mercifully Max and Gwen were spared any more of the awkward display. Less welcome was the reason for the interruption, as the Krakken burst forth from the depths and launched herself through the deck above.

As Gwen and Max hurriedly finished their climb, emerging just inside the cannery from a trapdoor, Ripjaws held onto Ben and the Krakken’s arrival sent their boat flying.
Surfacing and making sure Ben was okay, Ripjaws had him hold onto her back as she used the clawed hands to scale one of the posts holding up the platform. Reaching the top, the duo were confronted with a scene of absolute chaos. The Krakken roared from one end of the deck as Joanne, piloting a semi humanoid minisub being suspended from a crane, raked her with energy blasts from one of the subs four arms.

“Ok I know this is serious, but it’s also awesome” Ben admitted, as Ripjaws swung them both onto the deck. Spotting a large glass canister in the sub’s left claw Ben tapped Ripjaws to get her attention.

“That canister has the eggs in it! We get that out of here and the Krakken will stop attacking” he instructed, hopping down to allow Ripjaws to fight freely.

With a savage snarl Ripjaws kicked off the deck, her impressive legs easily carrying her onto the hanging sub.
Inside the cockpit, Joanne grimaced as her view was blocked by…some kind of sexy fish woman?

“First the bug and now this? What is wrong with this lake?” she asked, attempting to aim her blaster at the new threat.

She never got the chance to fire as Ripjaws opened her mouth to surprising size before biting down on the weapon, taking a good chunk of the arm off with it. As Joanne gapped at the damage, Ripjaws turned her attention to the left claw, forcing it open and allowing the canister to drop.
As she dove for it, Joanne recovered and managed to land a sucker punch, knocking her away and leaving the container to shatter on the wooden deck below. As Ben watched one of the eggs rolled towards the Krakken, who eagerly scooped it up while the other rolled dangerously close to the fight. As Ripjaws leapt back up to grapple with Joanne, Ben noticed part of the cannery wall was going to collapse, right on top of the egg!
Sprinting over Ben managed to grab it and roll away before it could be crushed. Panting in a mix of fear and adrenaline, he noticed a shadow looming over him. Looking up he found the Krakken staring at him, more curious than threatening, as Ben held out the egg for her to take.
As the Krakken reached for its egg it suddenly reeled back in pain causing Ben to turn around for the cause of her distress. He soon spotted Joanne’s sub, her mangled arm pinning Ripjaws against the cannery wall, while her clawed arm was pointed at the Krakken, a strange pulsing sound coming from it. As the Krakken toppled backwards into the lake, its tail taking out part of the cannery in the process, Ripjaws managed to force the arm holding her away.
Clambering over the sub’s frame she reached its back where the crane was connected and bit down, severing the cables holding it up. As the sub hit the deck, mercifully not breaking straight through, it still found itself embedded in the thick wooden boards.

Frantically looking for an escape Joanne finally noticed Ben holding the egg “YOU?! First you’re on the boat that speeding lizard ran off towards, then you’re riding on the back of that blasted bug and now this!” she ranted.

“You know what, forget the egg! I’m gonna use you as bait and capture every one of your freakish tarts! I’m sure I’ll find some rich weirdo willing to pay for them” she continued attempting to crawl her way towards the unarmed boy.

Unfortunately her rage at being foiled by a child had distracted her to the real threat. Seeing Joanne threaten Ben, Ripjaws dropped from the crane and landed on the subs back. Tearing at the frame with the teeth and claws, she soon pulled a terrified Joanne from the cockpit.

“What was that about using my ‘partner’ as bait” she snarled, making sure the poacher got a good view of her fanged mouth.

As Joanne stammered in fear, the Krakken clambered back onto the deck, having recovered from the sonic attack. Glaring hatefully down at the poacher in the alien ‘hero’s’ grip she prepared to lunge, stopping shot as Ben leapt in front holding out her egg.
With surprising tenderness, she scooped her egg out of his hands and (with one last glare at Joanne) she dived back into the lake, vanishing into the dark depths. With one last glare of her own Ripjaws delivered a swift punch, knocking the poacher unconscious.

“Ben!” He heard his grandpa call out. Turning to face them he happily returned Max’s hug as Gwen hung up her cell phone.

“We’ve taken care of her thugs and I’ve alerted the police. They should be here soon to pick up the trash” Gwen said, taking in the devastation outside.

As they took a moment to relax, Ben began to retell the battle to Max and Gwen as Ripjaws blushed in the background.

“Man I didn’t know you could open your mouth that wide” he commented “You could probably fit my whole head in there”

“I could fit more than that-ACK!”

Ben watched in shock as Gwen suddenly kicked the alien off the platform and into the water below.

“Gwen!” he yelled, as she shot him an annoyed look.

“I just thought she could use a soak. Stay hydrated you know” she replied flatly.

“That’s what her collar is for dweeb. Geeze you need to pay closer attention” he mocked.

As Max had to hold Gwen back from strangling her cousin, he once again let out a weary sigh.
How long was summer vacation again?

-Canon Omake-

"Oh Ben this is wonderful" Ripjaws sighed, as they sat together in the boat. Ben offering her a sandwich as he tucked into his own.

"Yeah, this turned out pretty good" he agreed as they sat with blankets wrapped around their shoulders, the night having a slight chill.

Keeping his promise to the 'hero', Ben resummoned her before they left the lakeside. The pair now were enjoying a small picnic out on the lake. Turning to his grandpa (who insisted on being the one to row them out), he noticed he was looking quite uncomfortable.

"You okay grandpa? Are you cold?"

"I'm fine, Ben" he lied, putting on a fake smile. "Besides we only have two blankets" 

"Oh that's ok, I can just share with Ben" Ripjaws quickly offered.

"No that's not ne-" Max was cut off as said blanket was tossed over him. Pulling it away he stared despairingly as Ripjaws now had Ben sitting on her lap.

"This is actually kinda comfy" Ben admitted, much to Ripjaws' delight.

"Thanks for the great idea Max" she said cheerfuly and entirely too sincerely.

As he watched the increasingly awkward display, Max wondered if he should jump ship and take his chances with the Krakken. It would be more merciful than what Gwen will do to him when she finds out.

Chapter Text

Somewhere along a lonely desert road, the Rust Bucket pulled up outside a roadside ice cream parlour. It was a modestly sized building, a sugary oasis in the scorching heat, and a very welcome sight for our young heroes.
As Ben and Gwen rushed inside, Max made a quick stop at the nearby ATM. While he started his transaction, a beat-up red pickup truck pulled up behind him. Max, shaking his head at their slipshod parking, went to grab his card when a shadow fell over him.
Turning around he was confronted by a large, burly man scowling down at him.

“Outta the way grandpa!” the man snapped, roughly throwing him aside “I’ve got a MAJOR withdrawal to make”

As Max hit the dirt he attempted to stand only to find a second thug. This one thinner and with a buck toothed grin, standing menacingly over him. At this Max hung his head, not in fear as the thug believed, but in exasperation.

“Can’t we go ONE day without needing one of ‘them’ to show up”

Inside the store, Ben and Gwen were currently unaware of their grandpa’s plight as they stared hungrily at the collection of ice cream. Looking up at the, rather old and grump, server Gwen asked.

“Do you have anything non fat with less than 3% sugar?”

Ben gave her a disappointed look “How are we even related?”

“We got napkins” the server replied gruffly before turning to Ben “Now what about you kid?”

Before Ben could answer the sound of clanking metal from outside drew his attention. Through the window he saw the burly man dragging a thick metal chain, tipped with a large hook, towards the ATM. Smirking at the chance for some ‘superhero’ action, Ben made a dash for the door, watch primed and ready.
Outside the larger thug stabbed the hook into the ATM’s frame, turning to give his partner a thumbs up. As he did he failed to notice a swift moving, black shape slither across the floor before attaching itself to the undercarriage of the truck.
Returning the thumbs up, the buck toothed thug attempted to start the engine, only to recoil as the wheel melted away under his hands. As he continued to look, frozen in fear, as the dashboard was overtaken by what seemed to be a fluid black metal covered in purple circuitry.
As a rounded blob rose from the console, a large circle acting as a ‘face’, the circuits lit up as it spoke in a synthetic yet unmistakably female voice.

“I’m sorry, but your transaction has been denied” it spoke with faux cheerfulness.

The car seemed to warp and shift as the black metal spread around it, the driver’s door flinging itself open before the thug found himself ejected from the vehicle. As he crashed heavily to the ground a good distance away, the burly thug wrenched the hook free and took a threatening stance.
As the living metal detached from the truck, it began to take on a more humanoid shape, and the thug felt his jaw go slack as he got a good look at his attacker. Its body was mostly the same black metal with purple circuitry except for a white underbelly. It’s arms were long, ending with large three fingered hands, while its legs were rather short in comparison. That wasn’t what had his attention though.
No his attention was focused on the very prominent mounds on its chest and wide hips. As he let the arm holding the chain go limp, he failed to notice the being’s ‘face’ begin to glow angrily.

“Don’t you know it's rude to STARE” it said, a purple beam shooting out from her ‘eye’.

The startled thug had no time to react as he was blasted back against the wall. Sliding to the floor, he attempted to weakly push himself up, only to be pinned back down as Max planted a boot on his chest.

“Where do you think you’re going?” he taunted as the man gave up and slumped back unconscious.

Spotting Ben and Gwen making their way over, Max gave his grandson a small nod “Good work Ben and uh..Upgrade was it?” he asked, watching as the alien slithered over the reform beside her ‘partner’.

“Actually we settled on Ultra-T” Ben replied, grinning up at the ‘hero’ as her ‘eye’ creased in her version of a smile.

Ben gave Gwen a smug look “And you said using our travel time to practise with the aliens was a dumb idea”

“Learning their powers was smart.” She replied “I said teaching them to make bad puns was a dumb idea”

“Hey, quips and banter are major parts of being a superhero” Ben defended, as Ultra-T shifted her head down beside Ben’s.

“Indeed. I believe I made great use of his lessons today” she agreed, circuits glowing happily as Ben thanked her.

“I must admit though, possessing that vehicle was rather enjoyable, perhaps I could do so again at a later time? I’m sure we’d both find the ‘ride’ quite invigorating” she suggested, circuitry flashing like a racing heartbeat.

“Hey that sounds pretty cool” Ben agreed, much to Max and Gwen’s dismay.

“Oh god it’ll be Ripjaws all over again” Max thought, before clearing his throat “W-well let’s put that aside for now. We need to get going to make it to out next stop”

“Alright, where are we going?” Ben asked excitedly.

“We’re spending the weekend with Aunt Vera” Max explained cheerfully, as Ben’s face dropped.

“Boring old Aunt Vera? Nooooo!” he moaned, letting head fall back against Ultra-T. His head coincidentally just below her chest.

As Ultra-T’s ‘face’ shifted into a heart and her circuity flashed brightly, Gwen felt her eye twitch once more “I call shotgun” she yelled “I’m not sitting back there with the doofus and his living body pillow” she thought.

After a long, long drive, The Rust Bucket made it through the desert and finally reached Vera’s retirement village. As they drove down the streets, Ben stared out the window in boredom.

“Ugh this is gonna be so lame. What do these old folks even do besides nap and watch the grass grow?” he muttered bitterly.

As they passed by a certain home, Ben spotted an old man attempting to adjust the satellite dish on his roof. To his horror the man suddenly slipped, falling from the ladder.
Before Ben could call out for Max to stop, the old man twisted in mid air, pulling off a perfect backflip before landing safely.

“Whoa! Did you see that?” he asked, Gwen looking up from her laptop too late to notice anything unusual.

“Notice what? That the heat is starting to fry that pea sized brain of yours?” she joked as Ben looked away in frustration.

After a few more minutes' travel, the Rust Bucket finally pulled up outside Vera’s home. As Ben stepped out he winced as he shielded his eyes from the sun.

“Why do old people have to live where it’s so hot” he complained, unaware of Gwen sneaking up behind him.

A startled squeak escaped him as he felt a splash of cold water against his neck. Turning to face a snickering Gwen holding a water pistol, she flashed him a teasing grin before running off. Before Ben could follow however he noticed Vera’s neighbour watching him from his window.
The man actually ‘hissed’ at him before cracking his neck, closing the blinds with a final glare. A little freaked out Ben hurried to catch up with Max.

“Just a heads up you two, watch your cheeks. Vera’s pincher” Max warned playfully.

As the approached the home they were met by an older woman who, with her larger build and grey hair, definitely shared a resemblance to their grandfather.

“Max! It’s so good to see you” she cheered, giving him a quick hug before turning her attention to the kids “And look at you two! Oh you’ve grown so much.” she cooed, giving their cheeks a pinch.

As Ben and Gwen rubbed their faces, Vera ushered them inside “Come on, I can’t wait to chew the fat with you”

Soon the four were seated around the dinner table, the kids looking warily at the jello mould in front of them. It seemed strange cooking ran in the family. As Ben tried to find a way out of eating the offending ‘treat’, Vera happily began asking them about their vacation.

“So Ben, how’s your vacation been so far? Anything exciting?”

“Fighting aliens/meeting girls” Ben and Gwen said at the same time. Ben gave Gwen an embarrassed look “Maybe the sun’s frying YOUR brain, don’t go saying weird stuff” he said defensively.

“Oh ‘this’ sounds weird to you” Gwen quipped much to his confusion, while Aunt Vera let out an amused chuckle.

“Oh my, sounds like you're a little heartbreaker. Taking after your grandpa?” she asked playfully, Max despairing mentally.

“Please don’t joke about that” he muttered to himself, Ben using everyone’s distraction to tip his serving onto Gwen’s plate.

“Oh boy, that was great. Totally stuffed” he announced, patting his stomach.

“Oh so you won’t be wanting any candy?” Vera asked, offering Ben a bowl.

“Oh now we’re talking!” Ben cheered, tossing one into his mouth, before immediately gagging “Urk! Coffee, as candy?” he groaned, making a dash for the bathroom.

Slamming the door behind him, spitting it out into the sink “Ugh great. Not only is this place snooze-ville, they’ve even managed to ruin candy” he complained “I gotta get out of here”

Glancing at the watch, Ben smiled slyly as he spun the dial along to a ghostly looking silhouette. Slamming the dial down, Ben blinked away the spots from the flash as he looked for his chosen ‘hero’.
Feeling a chill down his spine, he turned and jumped back in surprise. Hovering just above him was a womanly apparition, a wispy tail flowing from her shapely hips. Her body was almost entirely covered in a hooded white, skin tight material, with her only visible features being a single purple eye and a lock of silver/white hair peeking from the darkness of the hood.

“Whoa! H-hey Scream Queen, you uh…you snuck up on me pretty good there” he chuckled nervously.

“Hello Ben” she greeted fondly, her voice quiet with a faint raspiness to it “It’s been too long since we’ve last had some time together”

As Ben offered a quick apology, he had to fight off a chill running down his back. Don’t get him wrong, Scream Queen was just as friendly as the rest of the ‘heroes’, but there was just something about her that put him on edge. Shrugging that off as just being a ghost thing he quickly explained his situation.

Her eye crinkled in delight, she coiled herself around Ben so she could carry him and have him share in her powers (no other reason surely). Turning invisible the pair phased through the door, spotting Aunt Vera showing Gwen her collection of sea shells.
As she told Gwen to put the shell to her ear to hear the ocean, Ben whispered his own plan to Scream Queen. Eye glinting with mischief, she carried them over to his cousin just as she lifted the shell to her ear.

“Gwendolyn……Gwendolyn” she whispered, making Gwen jerk back in shock. Ben’s snickers soon caught her attention.

“Ben?” she whispered back, checking to make sure Vera was distracted before trying to locate the source of his voice.

As Scream Queen allowed them to become partially visible, she took satisfaction in watching Gwen’s face twist up as she noticed how she had draped herself over Ben’s shoulders. Ben however remained oblivious to their silent stare down as he gave his cousin a mocking wave.

“Farewell Gwendolyn” Scream Queen chuckled, the sound sending chills down the girl’s spine “Ben and I will be taking our leave in search of more, ‘lively’, activities”

Gwen had no time to reply as the spectral ‘hero’ led her cousin through the wall and onto the lawn.

“I never thought I’d say this. But I think I prefer ‘miss boob tube’ over her” Gwen thought, trying to subtly catch her grandpa’s attention.

Outside, Ben and Scream Queen searched for something to do. Well, Ben searched anyway, Scream Queen seemed content to remain wrapped around him. Spotting a golf cart, with a full golf bag, parked across the street Ben got another mischievous idea.
As the resident of the retirement village went about their day, many found themselves staring in disbelief as a golf cart seemingly drove itself down the street. Inside an invisible Ben, reflected on his earlier conversation with Ultra-T.

“Maybe tomorrow I should bring her out. She did want to ride with me” he mused, not noticing how Scream Queen’s eye shrank in jealousy.

“Really Ben, am I such poor company you must make plans with the others during our time together? She asked with faux hurt.

Ben, falling for her act, quickly apologised when a delicious smell caught his attention. Parking up, the two made their way to a nearby home, a fresh apple pie cooling on the window ledge.
As Ben licked his lips at the appetising treat, Scream Queen began to reach out for it.

“Hey wait, what are you…?”

“It’s fine Ben” she assured him, staring deep into his eyes “She’s old, and will probably forget, letting it go to waste. Why not simply ‘enjoy’ the moment and seize what you want?” she tempted. Her tail gripping just a little tighter as her eye flashed possessively.

Missing the double meaning, Ben was hesitant but sorely tempted by the thought of good food. Ben made to reach out…only to flinch back as a sharp ‘crack’ echoed from inside the house. Looking up the pair spotted an old woman attempting to swat a fly, which soon landed on the ceiling out of reach.
Ina flash the woman leapt up, sticking to the roof and ate the fly in one quick motion before dropping back to the floor. Cracking her neck much like Vera’s neighbour (Marty didn’t she say?) had done earlier.
As Ben recoiled and Scream Queen tensed in case of a fight, the sound of a golf cart speeding by drew their attention back to the street. Speaking of Marty, he was driving along with a rolled up rug beside him, making his way quickly down the lane. As he passed one of the houses however the sprinklers activated, crying out in panic he desperately steered away, almost losing control.

“Ok, something really weird is going on here” Ben muttered as they made their way back to the golf cart, keeping a careful distance as they followed the suspicious man.

It didn’t take too long for them to reach their destination, a fenced off dumpster site, where Marty’s legs grew to inhuman lengths before stepping over the gate, the rug carried over his shoulder.

“This isn’t a normal human thing is it?” Scream Queen felt compelled to ask as they drifted closer to see him effortlessly push aside one of the dumpsters, revealing a metal trapdoor.

As Ben shook his head, the dreaded sound of the watch timing out filled the area. As Scream Queen’s eye widened in panic, Ben let out a gulp as she vanished leaving him exposed outside the chain link gate.
As Marty’s face ‘morphed’ through the back of his head, he let out a terrifying screech revealing shard green fangs.
Crying out in shock, Ben raced back to the cart speeding away as Marty(?) clambered back over the fence and began sprinting after him. The elderly man’s arms stretched out, snaking after the fleeing cart before grabbing a hold of the frame. As the cart was slowly reeled in, Ben grabbed one of the golf clubs from the bag beside him, yelling “Fore!” as he brought it down on Marty’s(?) left wrist. The club cut through the limb like it was more liquid than flesh, causing the man to let go, allowing the cart to continue its escape.
Ben’s relief was short-lived as a loud thump on the roof told him that Marty(?) had caught up to him again. As the man’s extended arms tried to grab at him, Ben jerked the wheel attempting to shake him off, the distraction however led to him driving into a set of speed bumps. The cart sailed into the air before crashing back down on its side, ending up on someone’s lawn.
As Ben staggered to his feet, he spotted Marty(?) snap his neck and arms back into shape before reaching out for him again. Attempting to activate the watch to no success, Ben kicked frantically as he was dragged closer to the snarling man. Just as all hope seemed lost, the sprinklers on the lawn activated showering them both with refreshing cold water.
Marty(?) screeched in what sounded like agony before letting him go, running away as fast as his legs could carry him.
As Ben lay there, breathing hard he had only one thing to say

“What. The. Fu-!”

Thankfully no one was around to hear him curse (especially not that tattletale Gwen), after taking a moment to catch his breath he set off back towards Vera’s home.
It was late in the afternoon by the time he got back, throwing open the door and rushing to find his grandpa and cousin in the kitchen.

“Grandpa.Gwen! You won’t believe what…”

“Ben keep it down, your Aunt’s trying to sleep” Max admonished, holding a finger to his lips.

“I can believe you ran off with that creepy stalker! Aunt Vera was really upset” Gwen added, frowning when Ben waved her off.

“First, Scream Queen isn’t a stalker. She’s just a bit clingy” Ben said, ignoring Gwen’s look of disbelief “Second, Aunt Vera’s old. She’ll forget about this by tomorrow anyway” he finished, unknowingly repeated Scream Queen’s words from earlier.

Before either of them could call him out for his attitude, Ben quickly began to explain what he’d seen. From the ‘ninja’ old lady to the super stretching Marty(?), by the end the two were listening with mixed levels of scepticism.

“So my plan is to call out Armizon, or maybe Crystal Knight, and we bust into Marty’s apartment to find out what he’s hiding” Ben finished, holding up the watch eagerly.

“Or maybe we can check it out out ourselves, quietly” Max suggested “I don’t think the residents here could, uh….handle seeing your friends” he suggested, imaging how the residents would react to the ‘risque’ nature of some of the ‘hero’s’ clothes.

“Oh yeah, I guess they can look a bit intimidating” Ben reluctantly agreed, missing the true point.

“We’ll check it out after dark to avoid being seen. Us ‘old folks’ don’t forget quite as much as you’d think” Max replied, with a playful wink.

As he went to get ready, Gwen gave Ben a long-suffering look “Ever since you got that watch, you’ve been a magnet for weirdness” she commented “..and thirsty aliens” she thought to herself.
As Ben pretended to be dragged in her direction like a magnet she rolled her eyes and went to follow Max.
As night fell, the trio quietly made their way to Marty’s home. Finding the door unlocked they slipped in, cautiously checking each room as they went. Despite a brief scare involving a coat moving in the breeze, the search was rather uneventful, and despite the clear signs of the missing rug that Ben had seen Marty(?) carrying nothing else seemed out of place.
Returning to Vera’s, Max decided that they’d pick up the search in the morning, much to Ben’s disappointment.

“Sorry Ben, but right now we should get some rest. I’m going to go for an early walk tomorrow, and when I get back we’ll pick up where we left off ok?” he offered, bidding them goodnight before turning in himself.

Unbeknownst to our heroes, a shapeless mass slipped into Aunt Vera’s room. Quickly expanding to cover her and muffling her startled cries!
The next day, as they waited for Max to return, Ben searched the fridge for anything to drink while Gwen prepared a coffee and glass of water for her aunt.

“Nothing but prune juice” Ben sighed “Is it a rule that you need to stop buying GOOD stuff when you get old?” he asked a mildly amused Gwen.

They soon noticed their Aunt enter the kitchen, though something seemed…off about her. Gwen offered her a cheerful greeting.

“Good morning Aunt Vera, how are you today?” she asked politely.

“Just…fine. How ‘bout you?” Vera replied, her voice stilted and awkward.

Sharing a concerned look with Ben, Gwen attempted to offer her the coffee only to stumble and spill it and the water onto the floor. As Gwen went to apologise, Vera suddenly jumped and performed a perfect split, holding herself up in the archway leading to the kitchen.

“Clean it up! Clean it up right now!” she demanded, face twisted in fear.

Severely weirded out, Gwen quickly wiped it up before Vera would return to the floor. Sparing a glance at Max’s empty room she asked where he’d gone.
As Gwen explained he’d left for a walk, Vera awkwardly excused herself, leaving the two alone.

“Okay so she’s totally one of them right?” Ben asked flatly.

“One of your ninja, stretching old people?” Gwen asked, reflecting on the strangeness of the situation “Probably” she admitted with some reluctance.

“We need to go check out that trapdoor by the dump site. Come on” Ben said, Gwen quickly snatching up her backpack before following him out.

As Ben and Gwen attempted to make their way stealthily through the streets, they were forced to walk past a pair of old women playing street curling. As they got closer the old women suddenly snarled, revealing yellow fangs before launching the pucks at the two at high speeds.
Ducking he first volley, the pair raced down the street as more pucks flew past them. Sprinting around a street corner, hugging the wall as they tried to catch their breaths, they noticed Max approaching from the other direction.

“Kids, what’s going on?” he asked, as the two flinched away as several pucks struck the wall beside them.

“They’re everywhere!” Ben cried out, looking back to Max in time to see his face shift, revealing yellow fangs of his own!

“I know, c’mere I’ll protect ya!” with an animalistic roar, he stretched his arms towards them.

Dodging the clumsy attack the pair were chased back into the street, skidding to a halt as the spotted Vera(?) and Marty(?) hoisting a car over their heads with the help of another resident. As the three launched the car at the kids Gwen tackled Ben to the side, the car landing on Max(?) and crushing him under its bulk.

“NOOOO!” Gwen screamed, as Ben stared horrified at the crumpled vehicle.

A mass of green ‘ooze’ slithered out from underneath the wreckage, quickly reforming into the shape of grandpa Max except for his left eye, now bright orange and ringe with green ‘skin’.

“Oh thank god” Gwen let out in relief at the obvious fake, as Ben helped her to her feet.

The dumpster site was just down the street, but the four fakes were steadily advancing on the pair, seeing the situation Ben activated the watch and slammed it down, the light blinding the fakes and giving them time to open the gate.
As the fake residents recovered they found themselves facing Wild-Gal. The feral ‘hero’ snarling protectively, advanced senses easily realising the creatures in front of her were not human, as Ben and Gwen attempted to move the dumpster. Sensing their struggle, Wild-Gal dodged Fake Max's arm before leaping back beside the duo, and hefted the dumpster over her head. Wincing at the stench, she let out a fierce roar before throwing it at their attackers, catching all four and splattering them across the road.
As Gwen stuck her tongue out at the grossness of the scene, Ben managed to get the trapdoor open, stepping back as he realised the sheer drop it covered.

“Wild-Gal, we’re gonna need some help here” he called, prompting her to scoop him and Gwen up under one arm before leaping down.

Using her free arm to dig her claws into the wall, slowing their descent, Gwen gagged as she and Ben were accidentally (on Gwen’s part) squished against her chest. As they reached the bottom, the kids noticed the fakes begging to scale their way down the walls after them.
At Ben’s urging, the ‘hero’ shifted them onto her back before sprinting away into the tunnels, the dim lighting doing little to slow her down.
After what felt like forever she skidded to a halt upon entering a chamber, dozens of tunnels leading off in all directions. As Ben and Gwen dismounted, Gwen peered down one of the tunnels.

“These must go under the entire village” she realised, looking back only to frown as Ben ruffled Wild-Gal’s fur as she panted happily “You know she’s not actually a dog right?”

“If she didn’t like it she’d say so” Ben countered, Wild-Gal leaning into his hand.

“No stop.” she ground out in her broken speech “Hands…feel good” letting out a happy whine as Gwen mimed throwing up.

Sensing something approaching, Wild-Gal suddenly spun around, jaws snapping shut on a pair of arms that had been about to grab Ben. As the kids jumped back in shock they noticed Fake Max emerging from the tunnel they’d come from.
With a sharp tug Wild-Gal pulled Fake Max off his feet, catching him with her right hand before smashing him into the ground. As she attempted to bite down, she took a flurry of punches to the face, reeling back as Fake Max shifted and reformed on his feet, grinning savagely.
His grin faded as Wild-Gal turned back to him with a savage grin of her own, before delivering a brutal uppercut and sending him across the room. As she stalked towards her downed foe, the fake tried to plead with the kids, his face fully reformed.

“Kids please, It’s me. You wouldn’t let this shameless beast hurt me wou-”

He was cut off as Wild-Gal grabbed his head in her jaws, shaking him like a dog would a chew toy before tossing him into the wall, burying him under a pile of rocks.

“No…Max” she snarled, as Ben approached to make sure she was ok and assured her she wasn’t a ‘shameless beast’’. (“Why do people keep saying that?” He wondered)

“Okay, I know that was a fake, but that was still pretty messed up to see” Gwen stated, with Ben having to agree.

As they wondered what to do now, Wild-Gal suddenly began to sniff the air, making her way to one tunnel in particular. With a happy bark, she gestured for Ben and Gwen to climb on “Max…here”

As they raced down the tunnel they soon spotted a barricade of wooden boards and green slime blocking their path. To make matters worse the watch began to chime and flash red. With a frustrated grow, the beast woman picked up the pace, Ben and Gwen holding tight as she broke through the barrier just before vanishing.

Tumbling to the floor, the duo groaned as they picked themselves up “You know, for watch that thing has a lousy sense of timing” Gwen said, wincing as she rubbed her back.

Carefully following the tunnel the two soon found themselves in a large subterranean cave. The room seemingly filled with green pods with a large saucer like ship in the centre.
As they made their way past the rows of pods they spotted a few familiar residents, including Marty.

“They must have the entire village down here” Gwen said, taking in the sheer scope of the situation.

Nearby Ben spotted a very familiar face in one of the pods “Grandpa!” With Gwen’s help the two managed to pull it open.

As a groggy Max tried to recall how he ended up here, Ben went to free another pod, only to jump back as the Fake Vera, Marty and the man Ben had seen flip off his roof stalked out of the shadows.

“Now, now. Don’t you know it's rude to play with other people’s food?” Fake Vera asked mockingly

“Get the old man back into the pod and kill the brats” Fake Marty ordered “They’re too young to be worth having”

“Oh look, they’re the opposite of Ben’s aliens” Gwen couldn’t help but snark to Max, who was torn between scolding her and acknowledging the awkward truth of her statement.

As the fakes let out a blood curdling screech they shifted back into their true forms. Now resembling vaguely humanoid masses of green slime, with multiple orange eyes and pink organs visible through their ‘skin’.
As they attempted to back up, Gwen’s hand pressed against the side of the ship, causing the wall to slide open and reveal more pods inside.

“They’ve found the ship!” one of the aliens cried “They must not be allowed to escape!”

Seeing the watch still needed time to recharge, Ben tried to stall for time. “Well we wouldn’t have escaped the first time if you guys didn’t suck at being shapeshifters.”

At his words the three aliens halted in their tracks, caught off guard by his audacity “Come again?” one growled.

“Yeah, if you guys could act normal for like, two seconds, you could have grabbed us before we realised you were there” Gwen added, catching on to his plan.

“You dare mock us, you primitive whelps!” one roared, their face shifting to confusion as it noticed Ben smirking back now holding his watch.

“Yup, bet that just ‘burns’ you up huh?” he taunted, slamming the dial on the watch down. In a flash the aliens stepped back as Heart’s Fire now stood protectively in front of him.

“Oh gross” she screamed, charging up a large ball of flame “Kill it with fire!”

As she unleashed the attack, Ben and his family shielded their eyes as the three aliens were swallowed up by the flames. As the firestorm died down however, they saw that not only has the attack failed to harm them, it had in fact allowed them to merge together as one giant monstrosity.

“You’ve made a big mistake, us Limaxes live for the heat. Why do you think we came to the desert in the summer?” it said, laughing “Your blunder has ensured your own demise you foolish boy!”

Literally simmering with rage, Heart’s Fire blasted herself into the air towards the giant Limax, delivering a rush of attacks to its face “DON’T. YOU. TALK ABOUT. HIM. LIKE. THAT!”

Shrugging off her blows, the Limax caught her with one of its tentacle-like arms and began slamming her against the cave walls. As Heart’s Fire struggled to break free, the Tennysons were busy rescuing the pods on board the ship.
Spotting them, the giant Limax roared and split off two smaller copies of itself to deal with them. As Gwen attempted to roll out another pod, she was attacked by one of the copies and knocked aside, her backpack spilling open.
As Ben and Max attempted to protect her the two Limaxes suddenly recoiled, Gwen following their gaze noticed they were moving away from…her water pistol?

With a sudden flash of clarity she called out “That’s it! These things are afraid of water! Like Aunt Vera in the kitchen”

“Or Marty with the sprinklers” Ben realised, watching as Gwen snatched up the toy and fired twice. The two aliens melting away as the water cut through them.

A pained cry caught their attention, as the trio exited the ship to see Heart’s Fire being crushed in the giant alien’s grasp. Desperate to help his friend, Ben scanned around the cave for anything when a drop of water landed on his head.
Looking up curiously he spotted a series of pipes sticking out of the cave roof. A plan forming in his head he called out to the ‘hero’.

“Heart’s Fire, aim high!”

As the fiery bombshell followed his gaze to the pipes overhead, charging up a shot in her hand she let it loose. As the Limax split its head to allow the shot to pass through it smirked viciously at her.

“You missed” it taunted as it prepared to crush her.

“Wasn't aiming for you” she grunted out, internally cheering she got to use one of the ‘classic’ lines Ben had taught her.

As the giant registered her words it was too late to stop the fireball from punching clean through the pipes, letting loose a flood of water down on them both. The Limax wailing as it was quickly reduced to nothing, cursing at the flaming ‘hero’ and the humans in a final act of spite.
As Ben approached he smiled as he spotted his ‘partner’ stepping out of a cloud of steam, her flames returning to full force.

“Well Ben, I always knew things could get ‘steamy’ between us~” she quipped, delighting as his face lit up at the pun (even if he didn’t get the real joke)

“Oh can you not for once, please” Gwen groaned as she helped Max remove the final pods from the ship.

“You’re just mad that-”

Heart’s Fire’s reply was cut short as the Limax ship began to shake. Dashing between the humans and the vessel she held her arms out protectively as the ship rose into the air, engine flaring brightly as it burst through the roof of the cave and vanished into the night sky.

“...That probably won’t come back to bite us right?” she asked as Max shrugged uncertainty.

“It’s going to take forever to get these pods out of here” Gwen noted, as Ben looked contemplate at the watch.

“Give the watch time to recharge and I’m sure XLR8 can help” he said, suddenly panicking as he recalled Scream Queen’s reaction, he turned to Heart’s Fire “But, uh we should celebrate properly later” he suggested.

As the fiery ‘hero’ gasped holding her hands to her cheeks, imagination running wild as she stuttered about “How bold” he was, Max and Gwen shared a look.

“Is it too late to get back in the pod?” Max asked her, resigned to chaperoning another ‘date’ as Gwen patted his back in sympathy.

-Non Canon Omake-

As the Limax advanced on the Tennysons, with Heart's Fire standing protectively in front of them, the one that had been disguised as Aunt Vera cackled mockingly.

"Come here boy, let your dear old Aunt pinch those cheeks of yours"

"Hey!" Heart's Fire yelled, pulling Ben to her side "Only we get to pinch his cheeks" she said gesturing to the watch.

"Why are you so defensive of his face" the Limax asked in confusion. Her silence caused them stare back in concern.

 "You-You meant his 'face' right?" they asked, a hint of desperation in their tone. Her sly smile in reply was most unsettling. 

Chapter Text

High above Earth, aboard his personal ship the ‘Chimeran Hammer’, Vilgax observed the three figures on the screen in front of him. SixSix, a mutated Sotoroggian decked out in highly advanced purple/black armour bristling with enough hidden weapons to level a small city. Kraab, a half humanoid-half crustacean cyborg with a menacing pincer in place of his left arm. And finally Tetrax, clad entirely in an intimidating suit of bulky, grey armour.
They were three of the greatest bounty hunters in the galaxy, having just proved their skills against a small army of his Mechadroids. He felt confident they would retrieve the Chaquetrix from whatever primitive had dared use it for their base urges…and yet.

“So you hired us to find you some strippers?” Tetrax asked, head swivelling between his fellow hunters and the screen displaying his employer.

SixSix snorted “(alien gibberish)”

“So not strippers but a mobile brothel?” Kraab amended sarcastically.

“That may be what ‘lesser’ minds would use the device for” Vilgax replied, barely containing his rage at their insolence “But it has the potential to be the greatest weapon in the known universe, in MY hands”

“Sooo….You’re gonna build a battle harem?” Kraab joked as Vilgax stared flatly at him through the screen.

“You’ll be the first to die.” he promised quietly.

“What?”

“The reward will go to the first to claim my prize.” Vilgax said louder “Do NOT fail me”

As the hunters boarded the drops pods and began their descent, Vilgax signalled for one of the Bioids attending him.

“Make a note for when I retrieve the Chaquetrix. Those three will be the test run for my new hybrid army” he growled, cursing his need to rely on such fools.

“Of course my lord”

Meanwhile on Earth, just off a lonely desert road, Max was putting the finishing touches on an elaborate, and jury rigged, shooting range. As he secured the last ropes, Ben turned to his cousin who was attempting to relax on a sunlounger.

“You ever wonder how grandpa knows how to do all this stuff?” he asked, Gwen shrugging lazily.

“I stopped questioning things on this trip weeks ago.” she replied.

“Alright she’s good to go. You ready Ben?”

Smirking, Ben slammed the dial down on his selected ‘hero’. The light fading to reveal Crystal Knight. As the shining alien took in the scene, specifically the ropes and spring boards, Gwen could have sworn she was blushing.

“Oh my…I didn’t know you were into this.” she murmured “I didn’t expect a set up this elaborate either”

“Grandpa is always going on about how we need to use our heads more, so I asked him to help out” Ben explained, oblivious to the ‘hero’s’ spiralling imagination “So all you need to do is shoot the targets and not get hit. You ready to show off?”

Upon realising the true situation the alien gave a curious head tilt, before shrugging and making her way to the centre of the range “If that’s what you want, just sit back and ‘enjoy’ the show” she said, making sure to sway her hips as she went.

At Ben’s thumbs up, and Gwen’s eye roll, Max pulled the first lever and the training began in earnest. Crystal Knight set to work shooting down soda cans, pop up targets and dodging swinging tires in an impressive display of accuracy and acrobatics.
Max would admit that while her skills were remarkable, he did find other things equally…distracting”

“Hah….Ooh…Umph”

With every jump or twist she felt the need to ‘vocalise’ her efforts. With the desert sun glinting off her crystal skin only drawing attention to her form, Max was ashamed to admit he was glad the controls he built covered his waist. As Max struggled to keep his mind out of the gutter, Ben enthusiastically cheered from the sidelines.
Gwen however noticed that everytime he called out, Crystal Knight’s focus wavered as she put more effort into impressing Ben than actually focusing on the course. Her shots became steadily more erratic as a result.

“Hey dweeb, maybe tone it down a bit before she accidentally turns one of us into a pincushion” Gwen warned, Ben snorting dismissively in reply.

“Oh calm down. Crystal Knight can handle this no problem, isn’t that right?” he called out.

“Oh I can ‘handle’ a lot more than this~” she replied, giving him a wink that Ben returned with a thumbs up much to her delight.

“See? Totally nothing to-” Ben began before noticing a tire swinging right towards her “LOOK OUT!”

Crystal Knight turned too late and was struck in the side of the head and knocked her to the floor. Her arm swinging up and reflexively firing a volley of crystals, the wild shot heading towards the two kids. As Ben and Gwen managed to hit the deck in time for the crystals to stab into the Rust Bucket, Crystals Knight chuckled nervously.

“Eh-heh….my bad?”

After the watch timed out and the Tennysons were back on the road, Ben and Gwen were still arguing over the incident.

“She said she was sorry, what more do you want?” he asked in frustration.

“No, she said ‘my bad’ and then spent 5 minutes fussing over you while barely acknowledging me or grandpa” Gwen retorted, angrily smacking the table.

Max decided to cut in before things could escalate any further “Ben, I know you get…excited at seeing them in action, but you can’t treat this like a game. They need to stay focused on the task at hand, not on showing off”

“Oh come on. They’ve handled everything fine so far” Ben scoffed, Gwen fixing him with a hard stare.

“You mean they got lucky and brute forced their way through nearly every fight?” she countered.

As Ben went to reply, the R.V began to sputter as its speed dropped to a slow crawl. “Oh what now?” Max thought.

A little ways back behind them, at the target range, the three hunters were observing the area.

“This is where the Chaquetrix was last activated” Tetrax commented, putting away his scanner.

“What kinda BDSM looking set up is this?” Kraab asked, taking in the ropes, hanging tires and spring boards “This earthling’s a bit of a freak eh?”

“(amused alien gibberish)” SixSix replied, extending a metal tendril from his suit to pick up a crystal shard.

“Careful you don’t know where that’s been” Kraab joked before Tetrax ripped it out of SixSix’s grasp.

As SixSix activated a hidden missile launcher on his arm, Tetrax’s hand fell to his blaster. After a few tense moments SixSix huffed and deactivated his weapons “(mocking alien gibberish)”

“Whoa! Got a mouth on you” Kraab said in shock before a loud series of beeps rang out.

As the trio checked their scanner, they saw the Chaquetrix had just activated “Looks like our target is trying for round two already” Kraab snorted before burrowing into the earth and tunnelling away.

As SixSix took off with his jetpack, Tetrax waited for a few seconds to make sure they were gone before hurriedly pocketing the shard. He then activated his hoverboard and set off to rejoin the hunt.

-A few moments earlier-

The Rust Bucket had finally come to a stop outside of Slaterville, a long abandoned silver mining town. As Max stepped away from the engine he turned to his grandkids.

“Well I’ve found the problem” he announced, holding up a rubber tube pierced through by a crystal shard “Leaky fuel line”

Ben chuckled awkwardly “Heh, lucky shot? Don’t worry grandpa I’ll use the watch and get this fixed in no time” he offered.

“Actually Ben I can handle this” Max replied “And it’ll go faster without any…distractions” he finished lamely, looking away as Gwen huffed in disapproval at his admission.

Ben however, was still too surprised by his grandfather’s blunt refusal to notice any of that “Oh. Ok, I guess I’ll just…explore a bit” he said, his mood slowly picking back up.

As Ben ran off, Max turned to Gwen “Maybe you could…?” he began.

“Keep an eye on him so he doesn’t tear the place down with the watch? (sigh) Fine” she agreed reluctantly.

Her search for Ben didn’t take long, as when she passed by an old vehicle repair shop a familiar flash of purple shone out from the doors. Taking a calming breath, she slipped inside making her way past shelves filled with old scrap metal.

“Ben? Hey calling all dweebs, get your butt out here!” she called out, unaware of someone sneaking up behind her.

As a chilling feeling shot through her she reflexively curled up slightly for warmth, wondering just where that breeze had come from. Her thoughts were interrupted as a purple eye appeared out of nowhere directly in front of her, jumping back with a muffled squeak she soon realised what was going on.

“Seriously Ben, again?” she snapped as an amused Ben, and smug Scream Queen, slowly faded into view.

“Gwendolyn, I see you’re here to spoil our ‘fun’ together, as usual.” Scream Queen said, her tone dripping with barely disguised annoyance as her tail coiled around Ben’s arm.

Gwen glowered back. Despite her opinions on the others about their less than subtle invitations aimed at her cousin, she did admit they didn’t really attempt to act on them without his (unintentional) permission. The ghostly ‘hero’ before her however set her on edge, her words and actions a tad ‘too’ possessive for her liking.
Ignoring the ‘hero’s’ comment for now, she turned to her still smirking cousin “I’m not scared of your ghost girlfriend doofus” she said, taking a small amount of satisfaction at his face going red in shock.

Whatever denial he had planned to say, she never heard as the ground began to tremble beneath them. As the earth began to bulge and crack Scream Queen pulled Ben and (reluctantly) Gwen out of the way as Kraab burst free from the ground.

“But I might be scared of him” she gulped, eyes drawn to his menacing looking claw.

Kraab’s head swivelled between the three of them, focusing on Scream Queen “An Ectonurite? Never seen one look so ‘full’ of life” he commented, gesturing at her figure with a snicker as her eye shone in outrage.

He then turned his attention to Ben “Huh, so the runt is one holding the leash” he mused “Alright, hand over the Chaquetrix and I promise you won’t get hurt…much” he threatened.

“Chaquetrix?” Ben whispered to Gwen questioningly. Rolling her eyes she pointed at the watch “What else could he mean doofus” she whispered back snarkily.

Sticking his tongue out at her Ben held up the device defiantly at the alien mercenary “Sorry ‘crabby’ but we’re kind attached”

“That’s right” Scream Queen cut in “Our bond cannot be severed by the likes of you” hovering protectively over her ‘partner’.

As Ben mumbled to himself (“I meant it’s stuck on, but sure I guess..”) Kraab began laughing uproariously “Seriously, you’re going to try and fight me?”

“What do you mean? She’s a superhero, I thought you knew about the watch” Ben replied in confusion.

“Superhero? What kinda weird roleplay are you int-” Kraab mocking was cut short as a white gloved fist struck him in the face “Gah! What the-Argh!”

As Ben and Gwen watched in a mix of awe and a little fear, Scream Queen relentlessly beat the metallic hunter “You dare insult him in front of me?! I’ll tear out your flippant voice modulator!”

“Get…Off!” Kraab roared, slapping her away with his claw. Glaring hatefully at him, Scream Queen vanished from sight.

As she attempted to sneak up behind him his head pulled a 180 before aiming his claw at her. From its inbuilt cannon came a stream of orange sludge, the strange substance ignoring her intangibility and forcing her back into sight.

“Wha-what is this?” she grunted, attempting to phase it off of herself.

“Not used to being the one to get hard? I just solidified your protoplasm.” Kraab explained “It means I can now do this!” driving his right fist into her gut, she let out a pained gasp as she was launched into the far wall.

As Kraab advanced on the downed ‘hero’, Gwen spotted a switch on the wall just behind the pair. Following where the wires led to she quickly whispering her plan to Ben.
As she crept her way behind the shelves Ben stepped out of cover, Chaquetrix held high.

“Alright you can have the watch just don’t hurt her, please” he yelled, doing his best not to flinch as the merc’s head spun around to face him.

“You really think I’m going to stop just because you said please?” Kraab laughed, claw aimed at Scream Queen’s prone form.

Seeing Gwen had made it to the switch Ben smirked, much to Kraab’s confusion “Then how about we ‘switch’ things up?” he said as an exasperated Gwen pulled the switch.

“Why are you saying it like th-Hey what the…HMMPH!” As the car lift he was standing on jerked into life, the cybernetic hunter was quickly pinned against the roof.

With Kraab temporarily taken care of, the two kids rushed over to check on Scream Queen. “You okay there?” Ben asked “Wait, is she crying?” he thought, noticing her sniffles.

“To be left in such as state by another man…how disgusting” she said bitterly “I’m sorry you had to step in and risk yourself for me”

“Hey we’re partners right?” he replied, missing the innuendo as he wiped some of the sludge off of her and causing her to blush furiously. Not that anyone, even Gwen, could tell thanks to her hood.

As she vanished in a flash or red, Ben belatedly realised the watch had been chiming during their conversation. “I notice she didn’t worry about me risking myself in the fight” Gwen commented dryly.

As Ben went to reply he heard the sound of scraping metal coming from above. As he and Gwen cast a glance at the trapped merc, they noticed the platform begin to shake.

“But let’s save that argument for the drive” Gwen continued hurriedly, dragging Ben along as they sprinted back towards the Rust Bucket.

When they made it back to the R.V Max was just closing the hood, taking notice of their approach he smiled “Good timing! The repairs should hold until we get to a real town.” as they came to a stop to catch their breath Max realised how panicked they looked “What happened?”

“Oh you know, robotic crab-men bursting out of the ground to steal Ben’s watch. The usual.” Gwen sarcastically explained “Except he kept calling it the Chaquetrix”

As Max had a minor heart attack, Ben pulled his arm free from Gwen and held the watch up defiantly “Who cares what he calls it. Just give me a minute to recharge and we’ll take care of him.”

“Not this time Ben.” Max replied, ushering them into the R.V “Let’s just get out of here”

Max wasted no time in speeding away, with the trio quickly making it to the outskirts of Slaterville. Inside, Gwen glanced out of the window before leaning back into the couch in relief. “No sign of ‘crab guy’ yet”

“He got lucky last time” Ben said crossing his arms “I’d like to see him try again.”

As if in reply a red energy tipped buzzsaw tore through the roof of the Rust Bucket. As the kids screamed the saw retracted before a pair of hands punched through to force the hole open. As SixSix glared through the breach and Ben flinched away from the armoured hunter attempting to grab him, Max slammed the brakes on.
At the sudden stop SixSix was thrown forward and smacked face first onto the road, not giving him time to recover, Max then drove forward. A heavy ‘thunk’ signalling the hunter being run over brought a grim smirk to Max’s face, unfortunately it didn’t last long as a pair of sharp ‘pops’ rang out as the Rust Bucket began to shake and list to the right.
Having no choice but to stop, Max exited the R.V to find the rear right tires having been pierced by several metal spikes. To make matters worse, SixSix was slowly getting back to his feet, with Max able to ‘feel’ the hateful glare behind his mask. Help then came from an unlikely source, as Kraab burst from the ground behind SixSix and grabbed the stunned hunter with his claw.

“Back off gear-head, that reward is mine!” with a yell the crustacean slammed him back into the ground.

As the two continue their brawl Max noticed a mine entrance in a nearby rock face. Idly realising this must have been the old silvermine, he urged the kids to follow as they sprinted for safety inside.
As they made their way through the crumbling tunnels, they eventually ducked around a corner before stopping to catch their breath,

“Maybe” Ben began, leaning against the wall for support “Maybe we’ll get lucky and they’ll take care of each other”

As if to make a point on what the universe thought of their luck, Kraab barged through the wall behind them “No more games, give me the Chaquetrix!”

Dodging his lunge the trio took off running once more, barely keeping ahead of their enemy as his claw snapped forward. As they rounded another corner one of Kraab’s legs caught on a twisted bit of cart tracks, sending the hunter tumbling into the opposite wall and burying him under a pile of loose rocks. As they reached an exit to the mineshaft, they found themselves facing a large chasm, a series of cable cars criss crossing the divide.
Ordering them to hop into the nearest car, Max barely had time to pull the lever and hop onboard before Kraab barged out the mineshaft behind them. As they made their way over the chasm, they looked back to see Kraab reach out with his claw to sever the cable. Once again they were saved from an unlikely source as SixSix soared over the mine, lasers firing from dozens of inbuilt weapons as he forced Kraab to stagger back into cover, they had no time to relax however as SixSix soon turned his attention (and aim) onto them.

As they hunkered down inside the car, hoping the sturdy metal would hold, Ben noticed the Chaquerix had recharged. Smirking he quickly scrolled through the icons before slamming it down, the flash forcing SixSix to pull back as Crystal Knight appeared in the car.
As she held onto the side to keep her balance as the car shook with the new weight, she spotted SixSix preparing to charge again.

“Wait. That doesn’t look like the guy Scream Queen mentioned” she said shifting her arm to fire back a volley of shards.

“Scream Queen? Wait, you can talk to each other?” Gwen asked, flinching more lasers struck the car.

“I’ll explain later. Right now I’m going to teach this guy some manners” the ‘hero’ said, standing tall before grabbing onto the flying merc as he made a pass.

The unexpected passenger (and the feeling of certain…features being pressed against him) caused SixSix to lose control, the pair zooming around the chasm before crashing into the wall ahead of the car. As the two aliens got back to their feet, the Tennysons car passed just overhead as it made its way into another mineshaft, Crystal Knight heard Max and Gwen cry out causing her to look up.
Doing so she had enough time to react as Ben dropped from the car, catching him bridal style, as Max called out to them.

“Ben! Get back up here, it's not safe!”

“Don’t worry grandpa, we’ve got this besides” he said flashing the ‘hero’ a confident grin that made her shiver in delight “Can’t leave my partner behind right?”

As Max and Gwen continued to be carried further away, the jump now too great to make, Crystal Knight set Ben down as she moved to confront the now recovered SixSix. Changing one of her arms into a blade she dashed forward, only for Kraab to tunnel up behind her and grab her with his claw.

“Hey careful, you could put someone’s eye out with that” he joked, before his gaze drifted to a certain part of her chest “Or with those” he muttered distractedly.

Taking advantage of his distraction (while also furious at his actions) Crystal Knight pulled her arm back, causing him to stumble forward as she swung her free arm up. The uppercut forced him to let go as she prepared to follow up the attack, she never got the chance as SixSix used his jet back to dash forward and deliver a kick to the back of her left leg.
As she buckled Kraab took the opportunity to draw the sword on his back, swinging down it was blocked by the ‘hero’s’ blade arm as she threw her other arm back in a wild punch catching SixSix between the legs.
Ben and Kraab winced as SixSix let out a pained squark, taking a few steps back as he tried to steady himself. As she forced Kraab back he retaliated with his claw laser, knocking her away to where Ben had taken cover. As Ben called out to the staggered ‘hero’, the two hunters watched each other warily.

“Guess you should have asked her to be gentle” Kraab quipped, causing SixSix to aim one of his blasters at him.

“(angry alien gibberish)” SixSix snapped, gesturing below the belt at Kraab.

“Hey there’s no need to get personal!” Kraab replied defensively, shifting his claw over his waist.

Their argument was cut short as a metal sphere bounced across the ground in front of them, as everyone blinked in surprise the sphere suddenly released a cloud of gas that quickly engulfed the two hunters.
Unable to activate their armour’s filters in time the pair dropped to the floor, leaving Ben and Crystal Knight to turn to where the attack had come from.
Behind them standing atop a green hoverboard was Tetrax, tossing the weapon in his hand aside he then urged the board forwards, the two heroes having no time to react as he grabbed them by their arms and flying off into the mines.
The duo struggled in his grasp as he emerged back into Slaterville, Tetrax coming to a halt before gently letting go of Crystal Knight while keeping a firm grip on Ben.

“Billions of beings on this planet and the Chaquetrix ends up in the hands of a child” he said in annoyance “You have no idea what your actions could have cost m-the galaxy” he amended quickly.

Turning to face the crystalline ‘hero’ his tone softened “Are you alri-” his question was answered by a crystal fist smashing into his faceplate.

The unexpected attack caused him to drop Ben as the force of the blow knocked him from his board. As Tetrax quickly staggered back to his feet, he found himself face to face with a furious Crystal Knight.

“Who do you think you are talking down to him like that?” she asked as Ben moved to stand beside her “And calling him a child? Real mature, making fun of his height!”

“I don’t…what…but he is…” Tetrax stuttered out, realising he was losing control of the situation “What exactly do you think is happening here?” he finally settled on.

“Uh duh, you’re some alien bad guy who’s after the watch to stop me from calling in the superheroes” Ben answered, shaking his head at the ‘villain’s’ question.

“Superheroes…?” Tetrax replied, sounding utterly lost “But that’s not…”

“My ‘partner’ has already told you. If he says I’m a superhero, then I shall be a superhero” Crystal Knight confirmed, smiling at Ben’s look of admiration.

“The Chaqetrix is meant to safeguard the future of all species in the galaxy” Tetrax finally snapped “Granted it was designed to do so in a rather unorthodox way…”

“What’s weird about it?” Ben asked in confusion “The watch summons heroes and they keep people safe, it seems pretty simple to me”

“They’re not meant to fight! You were lucky she wasn’t killed trying to brute force her way through that battle” he angrily replied.

“Hey it was two on one!” Ben said defensively “Besides she could take you”

“I wish she would.” Tetrax muttered quietly, much to Ben’s confusion and Crystal Knight's disgust. “Wait! I didn’t…”

As the ‘hero’ prepared to reply, she froze as a familiar chime rang out before she vanished in a flash of red. Ben, now standing alone against the hulking figure, backed up slowly as Tetrax let out a heavy sigh.
Folding his helmet back into his armour, Ben was shocked to see Tetrax was actually…

“You’re a guy version of Crystal Knight?”

“That is a terrible name” Tetrax replied bluntly “Look let’s start over. My name is Tetrax Shard and while, yes I am a bounty hunter, I’m not a ‘bad guy’” he explained, more than a little condescendingly.

“I’m here to make sure the Chaquetrix doesn’t fall into the wrong hands. Honestly I thought the worst would be some wannabe ganglord pimp wanting to exploit it, not try and use it as a weapon” he continued “And you clearly have no idea what to do with them-IT. So I’ll be taking you with me to find a way to remove it so I can-Where is my board?” he trailed off suddenly.

“Looking for this?” a voice called out mockingly from behind them.

As they turned they spotted Kraab holding up the deactivated hoverboard “You’re not going anywhere, and just to make sure” he gestured behind him a SixSix appeared, holding Max and Gwen at gunpoint “See we’ve decided we’re going to split the reward, and you, in half!”

With that, Kraab aimed his claw at the young hero and opened fire, Tetrax stepping in the way and easily tanking the hit before scooping up the boy and sprinting into one of the abandoned houses for cover.
Setting Ben down, Tetrax simply stood by as Kraab’s attacks deflected harmlessly off his body.

“Here’s the plan. I’m going to recover my board, then we’re going to escape off world to find a way to remove the Chaquetrix” he said, Ben galring back in response.

“No way! I’m not abandoning my family, or letting those creeps get away. That’s not what heroes do” Ben said defiantly.

“You need to stop playing hero and actually ‘think’ about the situation!” Tetrax snapped, any further words cut off a pair of metallic wire wrapped around his waist “Oh son of a-”

As Tetrax was yanked outside he was met with SixSix using his jetpack to charge forward and deliver a lariat. As Tetrax was spiked into the ground, SixSix’s shoulder pads opened up to reveal two smaller hands holding blasters as she opened fire on his down foe. Ignoring the shots, Tetrax slammed his hand onto the floor, causing a crystal spike to shoot up and launch the mutant into the air. Grabbing him by the ankle, Tetrax then threw him at a stunned Kraab, as the crustacean merc was knocked off his feet Max and Gwen took the chance to run for cover.
As Tetrax rushed towards his opponents, Ben watched from inside the partially wrecked home, the watch chiming to signal a recharge. Wasting no time he activated the dial and prepared to select Armizon, when his Grandfather’s (intended) and Tetrax’s (misinterpreted) words came back to him.

“Think things through” he muttered, scrolling along he came to Cerebra’s icon and slammed the dial down. As the diminutive ‘hero’ appeared on his shoulder he noticed her taking in the scene.

“It appears that armoured brute is busy elsewhere” she commented, the distant sounds of blasters and heavy punches echoing throughout the town “What do you need me to do?”

“You know about him? Wait Crystal Knight kinda knew what was going on too” Ben said, recalling her reaction to SixSix.

“Indeed, it is a recent development that I’d be happy to explain to you” she replied before the sound of a steadily growing scream caught their attention. The pair peering out the ruined doorway to see Kraab fall out of the sky and hit the ground in a heap just outside their hiding spot “But later, right now we need to deal with our pursuers”

“Just taking them head on wasn’t working, we need to think it through” Ben replied “And you’re just the hero we need”

While standing proud at the praise she noticed Kraab begin to stir, glancing up at the rafters overhead she quickly put together a plan before passing it on to her ‘partner’.

“I’m sorry that you need to be in danger for this” she said, genuinely ashamed at putting him at risk “You must let me ‘make it up’ to you later” she added with a grin.

“Hey don’t worry about that, this is part of being a hero” he replied carelessly before noting her disappointed look “But we can always celebrate later”

“Ah yes, Ripjaws and Heart’s Fire have been rather smug over their ‘rewards’ recently” she commented “But I shall look forward to that, right now we need to act”

Nodding, Ben carefully threw her into the air, allowing her to grab onto the beam overhead. As she gave him a thumbs up, Kraab fully recovered, and quickly spotted Ben standing in the house. Scuttling forward, he quickly advanced on the young hero, knocking aside the table Ben attempted to hide behind.

“Ok, that’s it!” He growled “No more running! No more hiding behind your weirdly aggressive showgirls! I’m taking the Chaquetrix, even if I need to take your whole arm with it!”

Unfortunately for Kraab, he was so blinded by his anger he never noticed the small figure dropping down on him until it was too late. Easily slipping into the gap between his neck and the armoured torso, Cerebra set about her plan.

“Let’s see there should be a nerve cluster right…about…here!” she called out, holding the bundle up triumphantly.

“Wait!” Kraab yelled out panickedly, as he felt her pause he pleaded “Be gentle?”

“No”

Ruthlessly ripping the cord away, Kraab let out a pained scream as his body began to spark and twitch erratically. Staggering out of the house, he felt her rip out another bundle before his body went limp, falling heavily to the floor.
As Ben rushed out to check on her, they took note of the brawl occurring down the street, Tetrax and SixSix continuing to trade shots as Max and Gwen hid behind an old mine cart.
Thinking for a moment Cerebra whispered a new plan to Ben, as she set to work rewiring Kraab’s nerve clusters Ben returned to the house and grabbed one of the broken table’s legs.
Using it to help lift Kraab’s claw arm he grunted as he struggled to keep it steady.

“Any…time..now”

“Don’t worry big boy, just waiting for the right pattern” she replied, carefully watching SixSix’s flight pattern “Now!” reconnecting a certain nerve Kraab’s claw fired, an orange lance of energy shooting out and striking SixSix directly in the jetpack.

Smoke billowing, SixSix flailed helplessly as he sailed erratically through the sky, taking out one of the legs on a nearby water tower. SixSix’s flight came to an end as he crashed into the ground, a trench carved as he came to a stop next to Kraab.
As Cerebra hopped into Ben’s waiting hand, he quickly sprinted to safety as the water town buckled and fell towards the two immobilised hunters.

“I hate this planet” Kraab groaned just before it collapsed, burying them underneath its rotting bulk.

As Max, Gwen and Tetrax approached, Ben shot the alien hunter a smug look as Cerebra posed on his shoulder “Still think we’re ‘playing’ at being heroes?” he asked.

Taking a moment to check that SixSix and Kraab were indeed out for the count, Tetrax used a strange device from his belt to trap the pair inside a size shifting energy cube. Returning it to his belt, he turned his attention back to an expectant Ben.

“Fine…perhaps I was too…hasty in my dismissal of their abilities” he conceded.

“So does that mean you’re not going to try to take the watch?” Ben asked, prompting Max to move protectively in front of him.

“Well, I don’t actually have a way to remove it from you…yet. And it does seem to be in good hands” he replied, looking thoughtful “I’ll admit, I don’t think anyone else would have thought to use the Chaquetrix the way you have. Maybe it can be more than just…never mind”

Shaking his head, Tetrax spotted his hoverboard amongst the wreckage, picking it up he paused for a moment before passing it to a stunned Ben as Cerebra timed out.

“Wait…really?!” he asked excitedly, before pausing in thought “Hold on, I thought you need this to leave Earth. It’s why you stayed to fight”

“Selective disinformation” Terax replied with a small smirk.

“What?” Ben asked, turning to Gwen, “He lied.” she answered, rolling her eyes.

Quickly putting the pieces together, Ben smiled as he turned back to the hunter “I guess you’re not such a bad guy after all”

“You mind telling that to…Crystal Knight was it?” he asked, looking strangely hopeful.

As Gwen let out an annoyed “Really?” Ben nodded “Uh sure, I guess so” he agreed.

Seemingly satisfied, Tetrax let his helmet unfold once more before activating another device on his belt, teleporting away.

As the trio made their way back to the Rust Bucket Ben looked deep in thought, taking notice of Ben’s unusually quiet attitude Max asked what was up.

“Oh it’s just something Tetrax said” Ben admitted “Hey grandpa…”

With a bad feeling Max hesitantly asked “Yes Ben?”

“What’s a pimp, you think it’s some alien thing?” he asked innocently.

As Max once again choked in surprise, high up in orbit, Vilgax observed Tetrax’s departure from the planet.

“To have defeated two hunters while driving off the third…perhaps whatever being that has the Chaquetrix also realises it’s true potential” Vilgax mused, before wondering why he suddenly felt as if he was the butt of some joke.

-Canon Omake-

Inside of the Chaquetrix, as the nine 'heroes' waited for Cerebra to return, Crystal Knight mused about this new addition to their "home".

Cerebra had hypothesised that this was a sort of "mental plane" within the watch, to allow them to better prepare each other between the mas-Ben's summons. Why it looked like an expanded version of the human's R.V was unknown but, again, she hypothesised that it was simply based on a shared memory for a location they were all familiar with. 

A flash of red from above signalled that Cerebra had returned. As the Galvan hopped onto the table the others eagerly crowded around.

"What happened, is Ben ok?" Heart's Fire asked frantically.

"Did you deal with that despicable 'crab'?" Scream Queen asked, her tone dripping with distain.

"Is that armoured creep gone?" Crystal Knight asked flatly.

"In order; Ben is fine, the crustacean has been dealt with and the 'creep' has agreed to leave us be" Cerebra replied "Now if you excuse me, I need to rest up. Ben wants to summon me back to celebrate our victory later" she added smugly.

The others tensed up, recalling the other times they'd been called to celebrate. Ben had previously taken Ripjaws, Ultra-T and Heart's Fire on "dates" as thanks for their efforts.

"What! No fair, I helped out too!" Crystal Knight yelled, glaring at the tiny alien.

"If any of us deserves a date for what happened today, it should be me!" Scream Queen hissed, eyes glowing ominously.

As the three fell into an argument over who deserved it more, Armizon felt relieved that this 'realm' hadn't existed a week ago. She hated to think how they'd react to knowing she was the first to see him shirtless.

Chapter Text

Ben was facing his greatest challenge yet. He’d given it his all, but his opponent had matched him move for move.

“He’s good.” Ben said grimly..

“And you’re an idiot” Gwen deadpanned, shaking her head as Ben and a boy in the car driving alongside them made silly faces at each other.

Pausing his contest to glare at his cousin, Ben turned back just as the boy shoved a hamburger into his mouth, chewing it up and showing the mess to Ben.

“The seafood special.” He said with unusual seriousness. Gwen meanwhile gagged in disgust.

“Time for the secret weapon” Ben smirked, preparing to activate the Chaquetrix.

“Are you nuts?!” Gwen snapped, attempting to pull his hand away.

The two ended up on the floor as a flash of purple shone through the window. The boy watched in confusion as the two dropped out of view, only to let out a shocked gasp as a new figure rose up into sight.
Stingwing looked around in an attempt to see why she’d been called, when she noticed the boy in the car opposite. Giving him a friendly wave she flinched back as the boy began screaming, the boy's screams attracting the attention of his father at the wheel.
Looking back the man’s jaw dropped as he spotted, what could only be described as, a sexy bug lady watching them from the R.V’s window. He was so distracted the car nearly drifted off the road, leaving him to desperately struggle to get it back under control.
Wincing guiltily as the car sped off, Stingwing took a step back only to feel her leg brush up against something. Looking down her wings buzzed in annoyance as she spotted the pair.
Ben and Gwen were still tangled from the scuffle, but the pair managed to look up as Stingwing huffed jealously. As Gwen pierced together what the ‘hero’ was thinking she blanched before shoving Ben away.

“Not in a million years!” she said, shaking her head to clear away those unpleasant thoughts as she went to sit down.

Frowning at Gwen’s dismissal of Ben, Stingwing spat out a glob of slime just as she sat down. Jumping up with a squeak of disgust, Gwen glared at the smug alien and her laughing cousin.

“Real mature” she snapped, attempting to wipe off some of the slime.

“Oh come on Gwen, funny is funny” Ben chuckled, as Stingwing helped him up.

His laughter was cut short as the Rust Bucket came to a sudden stop, sending Ben and Stingwing tumbling forward as the pair ended up in a heap beside the driver’s seat.

“Ben get up he-” Max began before pausing at the sight of Stingwing lying on top of Ben “Am I interrupting something?” he asked, aiming for disapproval but ending up more embarrassed.

“No/Maybe” Ben/Stingwing replied. Ben tilted his head quizzically at Stingwing’s answer. “Huh?” he muttered as they got to their feet.

“Never mind” Max interrupted quickly, gesturing out of the windshield at an overturned tanker “A propane truck crashed, & if those flames ignite it that truck is going to take an unexpected trip to orbit”

“No worries grandpa, we got this” Ben said confidently, pulling Stingwing along as he led them out.

“I love it when you take charge” Stingwing sighed happily, as Gwen let her head smack onto the table.

Once they exited the R.V they could hear the panicked cries of the other motorists, the driver of the propane truck was stuck inside the cab and the flames were about to reach him!
Pausing only to let Ben hop onto her back, Stingwing quickly moved to hover over the burning vehicle. The heat forced her to hover back, growling in frustration at being unable to get closer.

As the pair tried to work out a plan, Max tried to keep the crowd back “Stay back! Let’s give the…lady…room to work” he soon noticed however, that most of the crowd were more focused on the ‘hero’ than the accident “Seriously people, time and place” he chided.

Meanwhile Ben was wishing he’d been able to summon Heart’s Fire. Not that he’d say that out loud, he remembered how cruddy XLR8 felt during the Krakken incident, and despite what Gwen said he ‘could’ learn from his mistakes….sometimes.
Speaking of Gwen, Ben was reminded of Stingwing’s prank on her and felt something click in his head.

“Stingwing, can you use your spit to smother the flames?” he asked, Stingwing looking back in surprise before smiling.

It didn’t take long for the ‘hero’ to strafe the truck, with the flames taken care of it was a simple job to cut the truck cab open with her stinger and rescue the stunned driver.
Dropping the driver off near the crowd, Stingwing hovered back, smiling as Ben congratulated her on a job well done. The moment was ruined however when a scream rang out, the pair looked to see the young boy and his father from earlier.

“AAAHH! It’s the bug that ate that girl! It must be saving him for a snack!” the boy wailed, drawing worried looks from the crowd.

“Oh he’s a snack alright” Stingwing replied cheekily, the crowd shifting from concern for his life to concern for something else.

“Man these guys can’t take a joke” Ben thought obliviously, before urging her to fly off.

Safely out of sight of the crowd the duo hid behind a sign just down the road, promising that “you’ll have a ball with ‘IT!”. With Ben mentioning that Max had been taking them to see ‘IT’, the pair made guesses as to what ‘IT’ could be until the Chaquetrix timed out.
Once reunited the Tennysons continued their trip, Ben and Gwen attempted to weasel out any hints as to what ‘IT’ could be, but Max refused to spoil the surprise.
After a few more minutes driving Max finally parked up, he excitedly exited the vehicle before calling out for them to follow.

“Eyes closed kids. And…open them!”

As they did whatever excitement they might have had quickly fizzled out, as they took in the town before them. ‘Sparksville’ was the poster child for a tourist trap town, oversized novelties and exhibits lined the streets and the two turned their confused gazes to their still grinning grandfather.

“Welcome to Sparksville! Is this place great or what?” he asked excitedly.

“Or what, Definitely or what” Ben deadpanned.

“Come on! What’s more exciting than the world’s largest fish bowl?” Max asked, gesturing to the exhibit in question.

“Does he want the list alphabetically or..?” Gwen snarked quietly, earning a snort from Ben.

The trio were soon approached by a rather bored looking man in a light blue suit “As the Mayor of Sparksville, I welcome you as seekers of wonder” he said, voice entirely monotone.

The lackluster welcome threw off even Max, before he rallied and handed the kids a pair of tickets.

“I know you two must be excited to see ‘IT’. So You get going while I get us checked in”

Shrugging as their grandpa left, the pair made their way to the closest exhibit. At the small ticket stall Ben rang the bell for service, then blinked in surprise as the Mayor appeared now wearing a cap featuring the U.S flag.

“Hold on, I thought you were the Mayor?” he asked, handing over the tickets.

“He who wears the crown is burdened by many hats son” he explained, still in perfect monotone “Mind the signs” he warned as they entered the building.

Over the next hour or so, the pair checked out the various attractions Sparksville had to offer. From acting like fish in front of the world’s largest fish bowl, to a food fight at the hotdog diner, the pair eventually made their way to a large barn featuring a sign reading “‘IT’ is here”. The Mayor gestured at the barn as he stood in front of the doors.

“Through these doors lies the wildest, weirdest thing ever to find its way to Sparksville” he said, somehow both dramatically and monotonously.

As he pushed the doors open to let them in, the pair walked through the dark room as various signs flashed out warnings. “Do not touch IT. Do not photograph IT. Do not use batteries or electrical equipment near IT”.

“Please tell me what ‘IT’ is before I lose it!” Ben groaned, just as a large sign lit up in front of them reading “This is ‘IT’!”

As the sign lifted up and the lights came on the pair finally saw ‘IT’. And both immediately felt their eyes begin to twitch in annoyance.

“This is 'IT’?!” Ben snapped, Gwen looking just as let down.

“It’s just a giant ball of rubber bands.” she complained.

“And who knows what secrets lie inside” the Mayor replied suspensefully “Stay as long as you like. Mind the signs” with that final warning, he left the two alone with ‘It’.

Once he was gone, Ben threw his hands up in frustration “Look at this place. These guys are full of ‘it’. We’ve been punked!” he yelled, before his eyes drifted to the Chaquetrix.

“This place is pretty lame. I can’t believe grandpa was excited to- Ben what are you doing? Wait no!” Gwen began before noticed Ben activating the watch.

In a flash of purple Armizon now stood between them and ‘It’, Gwen slumping in defeat. As the ‘hero’ looked around she soon realised this wasn’t a fight and allowed herself to relax. Smiling down at Ben she knelt beside him.

“Hey short king” she greeted, earning a grimace from Gwen “Stingwing mentioned you were going to see ‘IT’. Have you found out what ‘IT’ is yet?” she asked.

“Right there” Ben replied, pointing at the ball.

“Behind this thing?” Armizon asked, walking around to find nothing.

“Nope. THIS is ‘IT’” he explained, watching as her four eyes blinked in surprise before narrowing in annoyance.

“That’s ‘IT’?!” she screamed “We had a bet over what ‘IT’ was, nobody guessed ‘IT’ was stupid ball!” she ranted.

“What were you even betting?” Gwen asked, curious despite herself.

Armizon’s eyes flickered briefly to Ben before pointedly looking away from them both “Not important” she said, ignoring Gwen’s flat stare.

“So what do you need me to do, punt this thing into orbit?” she asked, Ben looked briefly interested before shaking his head.

“Nah, but if they’re going to mess with us it’s only fair we get even. One good prank deserves another, right?” he said, grinning mischievously.

“Oh?” she grinned back, moving to pick up ‘IT’ “Hmm, what to do? Maybe the world’s biggest space hopper? I think I’d get some good ‘bounces’ out of it”

“Yeah you would” Ben agreed, thinking about how strong her legs were and missing her crossing her lower arms under her chest.

Facepalming, Gwen groaned at her cousin before realising Armizon had begun juggling the ball. “Careful, you’re going to drop it”

“Please, she could handle this with three hands behind her back” Ben said dismissively.

As Armizon attempted to prove him right, the sudden weight on only one hand knocked her off balance. As her grip failed, ‘IT’ dropped to the floor, bouncing wildly around the room and forcing her to move protectively in front of the two humans.
The trio watched in muted horror as ‘IT’ crashed through the doors and continued to bounce into town. Racing after ‘IT’, they winced as the runaway exhibit crashed into several building before coming to a stop at the giant house of cards, knocking them to the floor.

As they approached, Gwen let out a scream of frustration before slapping Ben and Armizon across the arm/back.

“Ow! What was that for?” Ben grumbled, rubbing his arm as Gwen glared at him.

“For making us criminals! We’re so dead” she panicked.

Armizon, realising how serious this could be for Ben, also panicked “It was an accident! I didn’t mean to-”

“Hey, it’s ok” Ben said, grabbing ahold of one of her hands to try to get her attention, unable to see her blush on her skin “We’ll just put everything back before anyone notices. No problem.” he continued, moving to tap ‘IT’.

His plan immediately fell apart as the Chaquetrix timed out, blinding them with a red flash and also distracting them from the purple sparks leaping from the Chaquetrix and into ‘IT’.

“Ok maybe a slight problem” he nervously admitted, before grabbing Gwen and fleeing the scene.

When the two regrouped with grandpa Max at the ‘Sideways Motel’ (how would the bathrooms even work? Ben wondered) the two managed to act innocent enough to avoid raising his suspicions as they turned in for the night.
Meanwhile back with ‘IT’, a bolt of purple lightning managed to leap free of the ball before circling the nearby power lines. If anyone was nearby they would have heard cackling laughter as a bolt tore through the Sparksville sign.
The next morning as Ben and Gwen, somehow slept comfortably in their vertical beds, they were awoken by Max yelling from outside.

“Benjamin, Gwendolyn get out here!” the two kids falling onto the floor as they scrambled out of the blankets

“Full names? Oh we’re dead” Gwen whimpered.

“Remember. Never admit to anything” Ben whispered back as the two hesitantly made their way out.

As they stepped into the street their worry turned to confusion at the sight before them. The damage from their accident was still there, but there was far more destruction spread out through the town.

“It looks like a tornado tore through here last night” Max commented, as Ben and Gwen let out sighs of relief.

As they silently celebrated getting away with it, the Mayor approached the trio “I think it’s pretty clear who’s responsible for these juvenile acts” he drawled.

“Juvenile? If I didn't know better…” Max replied, casting a suspicious look back at his nervous grandkids.

“Oh I’m not talking about these youngsters” the Mayor said dismissively.

“You’re not?” the three asked at once, Max’s suspicions increasing as Ben and Gwen grinned nervously back.

As if it had been waiting for its cue, a small creature appeared and flashed around the four of them in a crackle of purple lightning. They managed to catch brief glimpses of it as it paused briefly to yank the back of Gwen’s shirt over her head, before it zipped behind Max to drum on his head.
As the pair fixed their shirt/hair, the mystery creature finally stopped, hovering next to Ben and giving them a full look at it. It was a black and purple humanoid battery, with thick thighs and a proportionally large chest, its figure could be summed up as ‘shortstack’. As Gwen and Max stared in confusion/dread, the creature smiled flirtatiously at Ben before planting a kiss on his cheek and flying away from the flustered boy.

“What…what was that?” Ben spluttered, wiping his face.

“Megawhatt” The Mayor replied,a slightly raised eyebrow the only sign of his surprise at the creature’s appearance.

“Mega what?”

“Exactly, though it looks to have a makeover. Normally wrapped up tight inside of ‘IT’, at least until last night” he explained, giving Ben and Gwen a meaningful look.

“Some say might be a ball of lightning come alive. Others think it’s static cling run amok. Tough to say” he continued.

“It might be an alien” Gwen suggested, the creature's attitude and colour scheme making her and Max glance at the Chaquetrix.

“Alien? That’s plain kooky talk” the Mayor dismissed, much to the trio’s disbelief.

As they had been talking, Megawatt had made her(?) way to a nearby vending machine before turning into pure electricity and phasing inside.
As the machine began to shake rather violently, the group (minus the Mayor) took a step back.

“What’s it doing?” Ben asked, flinching as the machine sparked.

“It eats electricity. The more it gobbles, the stronger it gets” the Mayor explained.

The machine then started to fire out soda cans at deadly speed, forcing the Tennysons to try to dodge the attack while the Mayor stood eerily calm.

“It’s also got a dangerous sense of humour” he added as the barrage intensified, forcing them to take cover behind an overturned car.

“You had that thing wrapped up in a rubber-band ball? Isn’t that kind of dangerous?” Max asked in disbelief.

“Not so long as people minded the signs” the Mayor retorted, once more giving Ben and Gwen a meaningful stare.

As Gwen gulped, she looked to Ben…who held his hands up in surrender “Ok, we did it. We’re guilty” he admitted.

Gwen gaped at him “What happened to never admit to anything?”

As the barrage came to an end Max cautiously peeked out of cover, however Megawhatt appeared to be long gone.

“How do we stop this thing Mr Mayor?”

“Whatchu mean we? You let it out, you catch it” he replied, casually sitting on a bench while the Tennysons stared back nonplussed.

Having to carry on without the locals' help the trio made their way through the town, following the trail of destruction. As they passed under some power lines, they didn’t notice the purple crackle of electricity dance along the wires.
Max, hearing a ‘pop’ looked up but was too slow to react as Megawhatt managed to swoop down and lift him off the ground with a wedgie.

“Gah! That’s not funny, it’s just painful” he ground out, wincing as the electric alien giggled.

“Don’t worry grandpa” Ben said, activating the Chaquetrix “I know just the hero for the job”

The purple flash caught Megawhatt’s attention, causing her to let go of Max as she focused on the new arrival. Standing protectively beside Ben was Ultra-T, her ‘eye’ narrowed at the floating trickster.

“Why did you pick her?” Gwen asked.

“It’s a complicated plan, you wouldn’t get it” Ben replied. Gwen smirked back at him.

“Watch didn’t give you who you wanted, did it?”

Very aware of Ultra-T’s presence next to him Ben whispered back “Shut up”

Megawhatt initially continued to cackle, until she noticed how close Ultra-T was to Ben. Cheeks puffing up in anger, she zapped over to the world’s largest ketchup bottle atop the hotdog diner, the sudden flood of energy boiling the liquid inside and launching the bottle top off, decapitating a giant chicken statue. As the tourists/locals nearby panicked, Ben attempted to make a plan with the ‘hero’ to stop the mayhem.
Before he could, Megawhatt appeared leaning over his shoulder, winking at him much to his confusion.

“Remove your hands from him at once” Ultra-T demanded, circuits flaring in jealousy

Ultra-T extended an arm to grab her and managing to reel her in. Her success was short-lived as Megawhatt discharged a burst of electricity, sending the metallic ‘hero’ back.

“It would appear…my living metal form is ill equipped for this encounter” form shifting, as she returned to her feet.

Taking aim at the airborne menace, Ultra-T fired a blast forcing Megawhatt to dodge, glaring at the ‘hero’ in return. The two then engaged in a frantic chase, with Megawhatt occasionally stopping to flit around a still confused Ben while Ultra-T would shift to cover him protectively.

“Is it just me, or is there lots of excitement today?” The Mayor wondered aloud, nonchalantly eating popcorn and a nearby bench while observing the fight “Also, it appears that young man is quite popular with the ladies” he added, tone still flat as ever.

“That’s your only reaction to this?” Gwen asked, surprised at his understated reaction to the display.

“It is indeed an unusual sight, someone should probably do something” he agreed, making no move to act on his suggestion.

Gwen stared back in stunned silence for a moment before moving to check on Max “This town might be crazier than the watch” she grumbled.

As Max watched the two alien’s battle he wracked his brain for ideas “How can we ground that electric devil?” causing Gwen to look up as an idea formed.

“That’s it! Grandpa you’re a genius” Gwen said, motioning for Max to follow her.

Meanwhile back with Ben, the young hero had to admit he was rather lost at the moment. Megawhatt was faster than Ultra-T but didn’t seem too interested in actually fighting her directly. Instead she seemed happy to simply buzz around, wrecking displays and occasionally hanging onto Ben…like right now.
As Megawhatt appeared in front of him, arms wrapped around his shoulders, Ben was forced to hold it in place to avoid being pulled forward by the unexpected weight. As her face lit up in an odd smile, Ben could see Ultra-T shaking with barely contained frustration over her shoulder.

“Who does she think she is, pawing over him like that?” The ‘hero’ fumed, circuits flashing rapidly.

Following Ben’s gaze, Megawhatt smirked before flying up, sticking her tongue out mockingly. This proved to be just the opening Ultra-T needed, firing once more and managing to strike the electric pest dead centre, splitting her in half.
As Ben (and even Ultra-T) flinched at the seemingly fatal blow, the concern quickly turned to dread as the two halves regenerated into a pair of new Megawhatts, who after a moment of surprise began laughing gleefully.

“This was an undesirable outcome” Ultra-T admitted as the sound of the Chaquetrix preparing to time out filled the air.

As Ultra-T vanished, the electric pranksters turned their attention to Ben, seeing their mischievous smirks Ben gulped and backed up. Before they could act, a horn caught everyone’s attention as Max drove a truck carrying the world’s largest giant thermometer into the street.
Slowing down enough to let Ben hop in, Max continued down the street as the Megawhatts gave chase.

“What’s the plan?” Ben asked, looking back as the pursuing aliens.

“Giving these sparklers a science lesson they won’t forget” Max said, nodding at Gwen who pulled back on a lever.

As she did the deck began to lift, letting the thermometer slide off and embed itself into the road. Moving too fast to react to the new obstacle, the Megawhatts slammed into it, their forms being absorbed into it and dispersed into the ground.
With the threat seemingly taken care of the Tennysons pulled up as Ben turned to a smug looking Gwen,

“What just happened?”

“We just used the world’s largest thermometer as a lightning rod. Who needs alien ‘heroes’ when you have good old fashioned brain-power” she bragged, Ben rolling his eyes in annoyance.

“ ‘Course the ground is just one big conductor.” the Mayor commented, moving to join them.

“And what does THAT mean?” Ben asked, noting how Gwen seemed to freeze up.

“It means the Megawhatts are just zipping around underground until they find their way back up” she realised as all the payphones began to ring at once.

“They’re in the underground phone lines!” Max cried out as dozens of new Megawhatts burst free from the phones.

The army of Megawhatts wasted no time in continuing their spree, bursting tires on cars, overloading transformers on the powerlines and breaking open fire hydrants.
As a small group of townsfolk gathered around, Gwen wished she could turn invisible.
Noticing Ben’s smug grin she glowered back .

“Don’t say a word” she threatened, much to his amusement.

“Hey I’m just glad ‘I’ wasn't the one who screwed up this time” he replied cheekily as a store front exploded in the background.

The Megawhatts all regrouped atop the giant hotdog diner, preparing to continue their ‘fun’ when one spotted Ben. Eagerly pointing him out, they all let out a loud ‘squee’, causing everyone (bar the Mayor) to cover their ears as the glass container for the world’s largest toothpicks shattered.
Seeing the giant spikes falling towards them, Max urged the crowd away with everyone except the Mayor heeding his warning. As the spikes fell around him, all miraculously missing the Mayor, he simply continued to eat his popcorn.

“There goes the world’s largest toothpicks. Oh the humanity” he mourned, still monotonously.

“I can’t decide if he’s cool or just weird” Ben commented, impressed at the Mayor’s lack of fear.

“Ben watch out!” Gwen yelled, as Ben suddenly found himself surrounded by a storm of purple electricity.

With a short scream, Ben was dragged off into the town as his family could only watch helplessly.

“Where did they go?” Gwen frantically asked, trying to spot any sign of where they had flown off to.

A loud crash from the planetarium caught their attention, the sounds getting louder and louder before the front of the building was smashed open.
Lumbering through the dust was the…the planetarium exhibit? The display now shifted into a humanoid form, with Ben being held against the ‘body’ by a series of wires.

“Well there’s something you don’t see everyday” one townswoman said, as if she was commenting on the weather.

“Is everyone in this town insane?” Gwen wondered, while Max began heading to the Rust Bucket.

“Come on we’ll follow in the…” he trailed off as he saw the vandalised wreck that was his beloved R.V.

As the construct lumbered away with his grandson as its prisoner, Max slumped in defeat. “Carl and Sandra are going to kill me”

“I reckon they’ll be heading for the big hydroelectric dam to power up. After that, they’ll just wipe out the next town and so on” The Mayor said, scratching his chin in thought “Not sure why they’re so focused on your boy though.” he admitted.

Now certain that the watch was somehow responsible for the Megawhatt’s unusual behaviour, Gwen racked her brain for a plan to save Ben before anything could happen to him. Spotting the giant fish bowl, she gave Max a confident grin as she put together a new plan.

A short distance away, at the dam, Ben struggled against the wires holding him and managed to free his arms. As the construct prepared to breach the dam, a few Megawhatts would occasionally pop out of the body to hang off him, tousling his hair or just giggle bashfully.

“Maybe the Mayor was right.” Ben thought, as he put up with their pestering “They really are some clingy static”

As he leant away from another of the electric pests, the Chaquetrix pinged as it recharged. Smirking Ben activated the dial and slammed it back down, the purple flash halting the Megawhatt’s assault on the dam. As the light faded the rogue exhibit ‘looked’ down at a fiery figure of Heart’s Fire.

“Alright you sparking tramps” she roared, unleashing a stream of fire at the construct’s ‘head’ “Get your hands off my partner!”

As it staggered back Heart’s Fire leapt up onto its body, sparring a second to smile at Ben, she tore apart the wires binding him before scooping him up and kicking back off the sparking frame.

“You alright Ben? No injuries? Maybe I should check…” Heart’s Fire rambled, earning a laugh from Ben.

“Don’t worry, it’ll take more than a bunch of overgrown batteries to take me down” he bragged, slinging an arm over her shoulder in a pseudo half hug to reassure her.

As the flames on her head flared up in delight the Megawhatts managed to steady themselves and, upon seeing Heart’s Fire basking in Ben’s attention, began to spark jealousy.
As they prepared to charge a familiar truck horn sounded out from below. As the three turned they spotted a familiar flatbed truck, with a large object covered by a tarp on the back, pull up with Gwen leaning out the passenger window.
Seeing her wave them over Ben nodded as Heart’s Fire took a running leap, making sure to stick out her (flaming) tongue at the construct as she held Ben tight before dropping over the edge.
Seeing their (boy)’toy’ being snatched away, the Megawhatts abandoned their plans for the dam and charged after them. As Ben and Heart’s Fire landed safely, riding down on a ‘board’ of fire (“Wait you can do that?” Ben asked in awe), the construct…didn’t. Its frame coming apart as it hit the ground hard.
As the Megawhatts exited the wreck exhibit, they spotted Ben and Heart’s Fire duck under the tarp, Heart’s Fire giving a wink as she did so. The taunt worked like a charm, as they all recklessly charged unto the tarp after them, unaware that the four heroes were now on the other side.

“Great work, they took the bait!” Max cheered, pulling the tarp away and revealing the Megawhatts bunched up inside the world’s largest fish bowl.

“Heart’s Fire, seal it up!” Gwen called out, as Ben grinned in anticipation.

With an intense burst of flame the top of the bowl melted shut, sealing the Megawhatts inside as they raged and futility attempted to escape.
As Heart’s Fire timed out after giving Ben one last hug (making sure they could see her smug look) The Tennysons allowed themselves to relax.

“Thanks Grandpa, Gwen.” Be said “You wouldn’t believe how clingy those things were. I wonder why they decided to pick on me”

Max and Gwen glared at the Chaquetrix before Max gave him a comforting pat on the back “I guess we’ll never know”

The next day, Sparksville was a hub of activity as workers set about fixing up the town. The trio approached the Mayor, who was standing by a large object hidden by a tarp.

“You folks done right by us” he said, earning an uncertain look from the family.

“Are you sure? I think Sparksville came off pretty badly in the scuffle” Max replied concernedly.

“I like to believe this has been a huge step forward actually” The Mayor replied, removing the tarp “With our new attraction, the world’s biggest light bulb, we’ll be raking them in. So long a people mind the signs” he finished warningly.

As the Tennysons looked on at the reshaped glass bowl the Megawhatts, still buzzing inside, took notice of Ben and attempted to swarm towards him to no effect.

“They really took a shine to you” he noted, as blandly as ever “I never would have guessed they had such proclivities”

“Procliva-whats? What’s he on about grandpa?” Ben asked, as Max gave the Mayor a flat look.

The Mayor gave another look at the Megawhatts inside the bulb “Maybe we should consider frosting the glass. These gals might be a bit risque for our family friendly town” he mused.

“Ok we’re done here” Max announced loudly, cutting off Ben’s next question before ushering him and an embarrassed Gwen away.

“Nice folks, though a mite on the strange side” The Mayor commented, as the Rust Bucket pulled away.

-Non Canon Omake-

When the Mayor had realised that Megawhatt had escaped 'IT' he had honestly expected the worst. What he did not expect was for the (now female) Megawhatt to be clinging to the young out-of-towner from yesterday, while the boy's grandfather and cousin pried it off.

"Seriously, why are you catnip for shameless alien women?" Gwen snapped, as Megawhatt managed to wriggle free and reattach herself to Ben.

"What do you mean shamless alien women?" Ben asked, leaning away as it went for a kiss.

"That's it, grandpa get the hose"

"Won't that fry Ben too?" Max pointed out. 

"A necessary sacrifice for our sanity" Gwen deadpanned, as the Mayor wisely decided to walk away.

Chapter Text

For the first time on this trip Gwen felt as if things were finally going her way. Having stopped in New York the trio were currently in the lobby of a 4 star hotel, with Gwen flipping through the brochure.

“An indoor pool? An all day spa! This place has everything” she sighed blissfully.

Max chuckled “Now don’t get used to it, it’s only for one night” he playfully warned.

While his cousin was fantasising about the various luxuries, Ben slumped against the desk in boredom. Casting a glance around the lobby he soon spotted something more his style.
Banners, posters and sandwich boards proudly announced they were hosting a preview of the new Sumo Slammers game.
Grinning broadly Ben sprinted towards the doors, only to be stopped dead as a large, bald security guard stepped in his path.

“Pass?” the man glared down at him, as Ben made a show of checking his pockets.

“Must have left it inside. It’s fine though, I’m one of the pros testing it out” he attempted to side step the guard only to find himself turned away.

“VIP’s only”

Skulking away in defeat, Ben noticed Max giving him a warning look “I know what you’re thinking. Do NOT sneak in there”

“Ok I won’t!” Ben huffed, crossing his arms as Max and Gwen made their way to the elevators.

As he went to follow a familiar chime caught his ear. Blinking in surprise he looked down to see the Chaquetrix had lit up. “Must have caught it when I unfolded my arms” he thought, preparing to deactivate it again.

He paused however when he noticed the icon for Scream Queen on display, his mind going back to his visit to Aunt Vera’s a few weeks prior.

“Enjoy the moment…seize what you want” pushing away his doubts he ducked behind a trolley of suitcases and slammed the dial down.

As the flash faded Ben smiled up at the ‘hero’, as she spotted him her own eye creased as she smiled back.

“Hey Scream Queen, you up for a little fun?” he asked, gesturing towards the doors.

Eagerly coiling around him, the two easily slipped invisibly past the guard and into the hall. Making their way to the console stand, Ben held out one of the controllers to her.

“Wanna play?

“Oh Ben, I’m always willing to ‘play’ with you” she replied in a breathy whisper. Her naive partner smiling cheerfully back.

The pair were having a blast, Scream Queen getting surprisingly into it. Her cackling as she tore through their digital enemies was a little intense, but she looked to be having fun so who cared?
Ben did notice that she seemed to lean in a bit closer than usual, her tail coiling a little tighter. Initially confused, he soon came to (what he believed to be) the obvious reason.

“Trying to distract me from the high score? Well two can play at that game” he thought, waiting for her character to go for a jump before nudging into her side with his hip to throw off her timing.

As Ben chuckled at taking the lead, Scream Queen had a very different reaction. Her breath caught as she flushed at Ben (apparently) flirting back. Her runaway thoughts were soon brought to a screeching halt as the Chaquetrix began to time out.

“Aw man, things were just getting good” Ben groaned, missing the ‘hero’s’ hungry look.

“You’re telling me” she whispered before vanishing in a flash of red.

Sadly, the flash also caught the attention of the guard outside, who threw open the doors to find a guilty Ben.
Needless to say this didn't go well.
A sheepish Ben, and a furious Max and Gwen, soon found themselves out on the curb.

“And never come back!” the guard snarled, tossing their luggage at their feet. Leaving Ben to chuckle nervously at his family’s angry stares.

“I didn’t even get to take a shower. The first REAL shower since this trip started! Thanks a lot doofus.” Gwen said, shoving past as Ben glumly followed.

After an extremely awkward walk back to the Rust Bucket, Max and Gwen had barely made it inside before their frustration with Ben boiled over.

.”Do you have anything to say?” Max asked, Ben averting his eyes from his grandpa’s disappointed look. “How can you expect me to trust you when you keep misusing the watch? It’s for emergencies only” Max scolded. Ben suddenly scowled back.

“Hey! They’re not just awesome superheroes, they’re my friends” he argued “They should get to hang out and have fun too. It’s not fair to keep them locked away”

“It’s also not fair to get booted out of a four star hotel I already paid for!” Max argued back. Ignoring (in Ben’s opinion) his very valid point.

“Is he even allowed to cancel our rooms or ban us forever? That feels like an overreaction” Ben asked, earning a surprised look from Gwen.

“Wait, Ben might actually have a point there” she mused.

“Point or not” Max started, giving Gwen an unamused side glance “It doesn’t change the fact that you can’t do as you’re told”

“This is ‘our’ vacation too, you know?” Ben yelled back, catching them both off guard “You keep treating them (gesturing to the watch) like they’re trouble, and try to stop us from having any fun”

“They’re idea of ‘fun’ is the problem” Gwen sniped, with Max nodding in solidarity.

“I’m trying to look out for you. You shouldn’t play around with that thing” Max replied.

“Scream Queens said they’re ‘always’ happy to play with me” Ben countered, missing their reactions as he looked away in anger.

That statement appeared to stall Max and Gwen’s brains, each attempting to wipe that unpleasant image from their mind.

“I’m going back to the hotel to see if I can get at least some money back” Max finally said numbly “I’ll be back in a few minutes”

“Don’t hurry” Ben huffed,unaware of the mental distress he’d just caused. Once Max was gone, Ben hopped out of his seat.

“I’m going to need serious therapy when this trip is over” Gwen shuddered, almost missing Ben heading for the door “Where are you going?”

“Out, obviously” Ben snarked, slipping out the door.

“Get back here! Ben!” Gwen futility called after him. Watching him stalk off, she let out a frustrated scream before reluctantly following.

Ben’s wandering eventually brought him to a scruffy looking arcade, following a short distance behind him Gwen rolling her eyes at the name. “Total Zone? And I thought Ben sucked at names” she thought, attempting to track down her idiot cousin.

When she caught up with him, Ben was attempting to play a baseball simulator.
Attempting being the key word.
No sooner had the game started did it slap him with a ‘game over’ after the first pitch.

“Hey! I just started playing” he complained to a passing employee “This thing just ate my tokens”

“The sign says play at your own risk kid” the employee sneered, walking off with a chuckle.

“This place is a ripoff, you know that?” Ben yelled after him, tossing the bat controls to the side.

“You’re right.” a voice said from behind them.

As they turned they spotted a girl, maybe a year older than them, dressed in a black shirt with the sleeves torn off, and brown cargo shorts. She had ragged, shoulder length black hair that highlighted her pale skin.

“The games here stink” she continued, Idly playing with her padlock necklace.

"Yeah but not as bad as his breath” Ben joked, gesturing in the direction of the employee “Total sewer mouth”

The girl barked out a laugh “You’re funny. Here, you owe me one” she said, as she placed a hand on a nearby game. With a spark from her hand the machine started to spew out a small fortune in game tokens.

“You have superpowers?” Ben asked, gawking at the pile of tokens at his feet.

“Superpowers? That your nice way of saying freak?” the girl asked, looking faintly amused at Ben’s reaction.

“What do you mean freak? That’s awesome” Ben replied, smiling earnestly at her.

The girl blinked in surprise before laughing in disbelief “You really are a funny guy. But I don’t hate the ego boost”

Seeing Ben start to geek out, and the girl revelling in the praise, Gwen felt a cold chill go down her spine.

“Oh god it’s happening again. (sigh) At least this one’s age appropriate” she reluctantly thought to herself.

“Oh hey I almost forgot I’m Ben” he said, holding out a hand “And the dweeb back there is Gwen”

“Bevin” the girl replied, taking notice of Gwen’s distraught face “What’s up with her?”

Glancing back, Ben shrugged it off “Meh. She gets like that sometimes. Anyway, you wanna play air hockey?” he offered.

Unbeknownst to him a pair of thuggish looking teens appeared at the top of the aisle, Bevin’s eyes widened in fear.

“Nah, I gotta bail” she replied, offering a half wave before quickly heading in the opposite direction.

Disappointed at her sudden departure, Ben soon noticed Gwen giving him a flat look. “What?”

“Nothing, just realising you clearly have a type” she replied, much to his confusion.

Before he could ask what she meant, they were both pushed aside by the pair of teens Bevin had spotted. As they steadied themselves they watched as the teens moved to cut off Bevin’s escape as two more thugs stepped out in front of her.

“Long time no see freak. Where you going? Home to recharge your batteries?” a mohawked teen asked mockingly.

Frowning at the scene Ben stepped forward, ignoring Gwen’s panicked whispers “Need some help?”

The four thugs turned to face him and quickly began to laugh “She’s gonna need more help than you shrimp” a bulky teen with a shaved head sneered before backhanding him hard enough to knock him off his feet “Now beat it!”

As Gwen helped him up, she attempted to lead him away as Ben held a hand to his face. Reaching the top of the aisle he shook off Gwen’s grip before ducking behind an arcade cabinet for cover.

Activating the watch, he spared one more glance at the thugs as they cornered Bevin “You want more? You got it”

The constant flashing lights hid the Chaquetrix’s activation perfectly. “Small mercies” Gwen thought as XLR8 stood taking in the lights and sounds around her.

“Whoa, this place looks fun. Are these the ‘video games’ Scream Queen was on about?” she asked cheerfully. Her good mood faded when she caught a glimpse of the red mark on Ben’s face.

“What happened?!” she asked, pulling him close as she fretted over his (minor) injury “Don’t worry, I’ll fix this”

“How, you gonna kiss it better?” Gwen snarked before immediately regretting it.

XLR8’s eyes seemed to shine in excitement “That’s a thing?”

“Wait no, it’s just an expression!” Gwen cut in, waving her hands frantically “It doesn’t work”

“Maybe not when humans do it” the ‘hero’ replied, staring intently at her ‘partner’.

“We’ll figure that out later” Ben cut in distractedly, much to Gwen’s distress and XLR8’s delight (“That wasn’t a no~” she hummed) “Right now we need to deal with those guys” he explained.

Following his gaze, XLR8 glared at the thugs as the situation clicked in her mind “You’re right. We can’t let this injustice stand” she said in utter seriousness, visor sliding into place before zipping off to confront them.

“Jumping straight in to save Bevin without even knowing her” Ben commented “And grandpa says they’re a bad influence”

“Oh sure, totally focused on the girl she doesn’t know” Gwen agreed sarcastically.

-A few seconds earlier-

Bevin cursed as she found herself surrounded, still she wouldn’t give these creeps the satisfaction of seeing her scared.

“What’s wrong? You guys didn’t like the makeover I gave your little hideout?” she asked, putting as much confidence as she could fake into her tone “I just thought it could use a woman’s touch”

“Funny, freak!” the bald teen snarled “Now how about we ‘pay’ you back for it. You can’t take us all on by yourself”

“She won’t have to”

The thugs turned to deal with this latest interruption, and were floored by what they saw. Their eyes eagerly tracing over XLR8’s body, with one even whistling in appreciation.

“Hello~” the mohawked teen leered “What’s a babe like you doing dressed like that?”

“I’m not complaining” the bald teen chuckled, drawing a disgusted grunt from the ‘hero’.

“Dream on you perverts” she snapped “I’m spoken for”

“Oh yeah? So who is he?”

The thugs soon noticed Ben and Gwen watching from the top of the aisle. It took a few moments for it to click, but when it did they suddenly burst out laughing.

“Seriously? That runt?” the bald one mocked “If that’s what you’re into, I guess you're an even bigger freak than her” he gestured to the very confused Bevin.

“....I’m going to enjoy this way more than I should” XLR8 said, vanishing from sight in a burst of speed.

What followed wouldn’t have been out of place in a horror movie, as the thugs seemed to vanish one after the other only to reappear in an unconscious heap behind Ben.
As Bevin stared slack jawed at the display, she became aware of the crowd that was forming around them. The panicked screams of the thugs had drawn the attention of the other customers nearby, shocked whispers ripping through the crowd.

“Holy-Did you see that?” “What’s with the costume?” “Damn, do you see those legs?” “I’d let her step on me…” “Those thighs could crush me~”

As the crowd continued to swell (and get more…excited) XLR8 decided now was the perfect time to leave. Quickly moving to pick up Ben and Gwen, she cleared the crowd with a running leap before bolting out the doors and into a nearby alley.
As Gwen valiantly fought to keep her breakfast down, Ben was already excitedly chattering about the ‘fight’.

“Oh man, those guys didn’t know who they were messing with. That was so cool” he grinned before wincing, his hand covering the light bruise forming.

“Heh heh, I aim to ‘please’~” the ‘hero’ replied “Now...about that ki-” the sound of the watch timing out echoed through the alley “Nonono not yet! This is so unfa-”

Gwen heaved a sigh of relief as the alien vanished in a bright flash, while Ben hmm’d thoughtfully.

“Hey do you think there really are aliens with healing kisses, or spit or something?” he asked, half amused half grossed out at the idea.

“Nope, not going there” Gwen said, pulling him along “Where we ARE going is straight back to the Rust Bucket, hopefully grandpa isn’t back yet”

Her attempts to slip away immediately failed as they literally ran into Bevin as she went to cut through the alley.

“Hey it’s you!” she said, ignoring Gwen to focus on Ben “That speed chick, she’s with you?”

“Her names XLR8” Ben replied, ignoring Gwen’s warning look “And yeah, we’re pretty tight”

“I got that impression yeah” Bevin replied jokingly, an idea forming in her head “Hey, you want a tour of New York?” she asked, smirking at how Ben’s face lit up.

Gwen however, attempted to keep walking “Sorry but we need to go” before quietly adding “Ben, seriously I’ve got a bad feeling about her”

Ben pulled his arm free “Then get going” he sniped back “You’re a bigger killjoy than grandpa”

“Ugh, you stubborn….Fine! You’re on your own” Gwen snapped, having reached the end of her patience.

“Good, that’s the way I want it!” he yelled back as she stormed off, unaware of Bevin's satisfied grin.

With Gwen gone, Ben and Bevin made their way through the streets of New York. As they walked Ben decided to get to know his new ‘friend’ better.

“So how’d you get your superpowers anyway?” he asked, taking in the sights as he followed her lead.

“You were serious about that ‘superpower’ stuff? Heh cute” she chuckled “I was born with ‘em, I’m basically an energy sponge. Batteries, motors, air conditions, whatever! I soak it up and dish it out when I need to…or want to” she smirked.

“That is so cool!” Ben cheered, making Bevin’s grin grow.

“I think he’s actually starting to grow on me” she thought in surprise, enjoying being praised for once. Making a decision she gestured for him to follow “Hey come on, I’ll show you where I live”

Bevin led Ben to an abandoned subway station, the area was full of T.Vs, games consoles and even an ATM. Most would call it a dump, Ben thought it was awesome.

“You live here?” he asked, taking in the collection of tattered Sumo Slammer posters on the wall.

“Yup, got the place all to myself” she bragged, flopping down on an old couch.

“What about your family?”

“Long gone, they weren’t thrilled about having a ‘freak’ for a daughter” she replied, frowning as she once more played with her necklace.

“Sound like jerks” Ben commented, unable to understand why anyone wouldn’t think having superpowers wouldn’t be cool.

“Heh yeah. But it’s cool, now I don’t have to answer to anyone but me” she said, smirking confidently.

“Now that sounds good” Ben hummed, “Hey, why were those guys after you at the arcade anyway?” he asked, causing Bevin to flush slightly in embarrassment.

“Eh-heh, I ‘might’ have trashed their little hideout under the 39th street bridge” she admitted, before shifting the subject “But what about you? Sounded like you’re having some problems with your grandpa”

“Ugh, yeah. He totally overreacted, all I did was sneak in to play the new Sumo Slammers game” he scoffed, making Bevin sit up in interest.

“The one that won’t be out till Christmas?” she asked, a plan forming in her head.

“Yeah, why?”

-Later that Evening-

Ben followed Bevin as she led him towards a warehouse, taking cover behind a column she smirked back at him.

“I got a tip that a new shipment just came in, come on” jogging over to the door, she pressed her palm to the keypad and shorted it out “Help me kick in the door!”

Hesitant but unwilling to abandon his new friend, Ben rushed over and the two kicked the door as hard as they could. The door came off its hinges, as they watched in surprise.

“Either I’m stronger than I thought, or this place was built super cheap” Ben thought, as they stepped inside. Unaware of the silent alarm that had been triggered.

Bevin flicked a switch near the door, turning on the lights and revealing hundreds of crates marked ‘Sumo Slammers’. As Ben whistled at the sight Bevin forced one of the crates open, before pulling out a copy of the game and tossing it to Ben.

“Christmas came early this year” she joked, as Ben stared at the game. His selfish desire for the game warring with his more heroic side.

As Bevin went to grab a copy for herself, several smoke grenades punched through the windows. As the two kids jumped back they heard the sound of multiple helicopters flying overhead, with the sound of police sirens soon joining in.

“Damn it, let’s get out of here!” Bevin yelled, abandoning the game as she and Ben sprinted for the door. The pair skidded to a halt as one of the choppers aimed a spotlight in their direction.

Doubling back, Bevin made a quick detour to grab onto a power switch, eyes flashing blue as power surged through her. Ben meanwhile went to open the back door, but was again stopped as a pair of armed officers in SWAT gear kicked the door open.

“What is with this city and people overreacting over a video game?” Ben thought, backing away as the officers held their weapons ready.

The sound of a motor revving caught their attention, as the trio turned to see Bevin driving a forklift in their direction. Instead of moving out of the way, the officers opened fire, forcing Bevin to bail out. The bullets did nothing to actually stop the vehicle though, and the officers were knocked back into a stack of crates.
Their pained groans let Ben know they were still alive, although he couldn't say he felt too bad for them right now. Attempting to make their escape through the loading dock they found their escape blocked off by two police cruisers and one of the choppers.

“Oh come on!” Ben yelled, ducking back inside and taking cover behind one of the crates.

“Any Ideas?” Bevin asked, peeking out of cover to see four more SWAT officers moving towards them.

“Just one” Ben replied, activating the Chaquetrix.

“Why are you playing with your watch?” Bevin asked, her confusion shifting to shock as Stingwing appeared in a flash of purple.

“Ben! I’m glad to see yo-Who’s that?” the ‘hero’ asked, her tone shifting to suspicion as she spotted the girl standing behind him.

“No time for introduction, we need to get out of here” Ben replied, climbing up onto her back as he motions for her to pick up Bevin.

As she got closer, Bevin wrinkled her nose “Dude, what is that smell?”

“She smells fine to me” Ben shrugged, soothing Stingwing’s annoyance at Bevin’s comment.

Outside, eight officers had now gathered, weapons raised as they prepared to move in. Before they could they were scattered like bowling pins as Stingwing flew out, the officers having trouble processing what they had seen.
With the suspects now airborne, the pursuit was left to the pair of choppers.

“Chopper one this is dispatch, do you have eyes on the target?” a voice came over the radio.

“Uh..affirmative dispatch” the pilot answered back hesitantly “Target is a…uh…sexy bug lady”

“...Please repeat chopper one, I think I did not copy” dispatch asked in disbelief.

“No, no. It’s…it’s definitely a sexy bug lady” the pilot confirmed awkwardly.

“Very well keep your eyes on them, we’ll scramble additional units”

“Oh that won’t be a problem” the pilot muttered.

“Repeat that chopper one, I did not copy” the dispatcher asked threateningly.

“Nothing! Over and out” the pilot gulped, quickly ending the call.

Meanwhile Stingwing was doing her best to avoid the incoming fire, Ben crying out in panic while Bevin (rather concerningly) laughed. Realising that staying out in the open would be suicide, Ben urged her to head into the city.
The choppers refused to give up so easily, but thankfully were forced to cease fire to avoid hitting any civilians as Stingwing weaved through traffic. As she made a pass over one street, Ben thought spotted a familiar R.V, but soon shrugged it off as they found themselves in Times Square. As Stingwing hovered in to try and catch her breath, Bevin noticed the large screen behind them.

“Hey smile guys, we’re on camera” she laughed, flashing a peace sign.

Ben however attempted to keep his face hidden “Oh man, if mom sees this I’m dead” he groaned.

As Stingwing was forced to avoid more bullets, the shots punching through the screen, she growled as she took off once more into the city. As they continued their escape, Ben knew their time was running out.
Spotting a tunnel up ahead Ben ordered her to head towards it, the trio barely making it inside and onto a transporter truck as the watch began to chime.

“(huff) Not quite what I imagined when I thought about working up a sweat with you” Stingwing panted, letting them down to hide in one of the stored cars.

Bevin’s head snapping in her direction “Did she just..?” she started to ask before Ben patted the ‘hero’ on the shoulder.

“I’m sorry you had to push yourself like that” Ben apologised guiltily to an exhausted Stingwing “I’ll make it up to you later, I promise”

“Oh? I’ll look forward to that~” she chirped happily before vanishing in a flash of red, Bevin giving Ben an odd look as she did so.

Staying low to avoid being spotted by the choppers as they exited the tunnel, the pair waited for the truck to stop before climbing down and making a break for a nearby alley.
Catching their breath Bevin gave Ben an unreadable look.

“That watch, it summoned that bug lady (“Stingwing” Ben chimed in) right. And I’m guessing it also lets you call (what’d you call her?) XLR8 back at the arcade too right?” Bevin asked.

“Not just them” Ben boasted, holding up the watch “This lets me call TEN heroes”

“Ten? And they're all girls?” Bevin asked, making Ben tilt his head “Uh yeah. Why’d you ask?”

Bevin shook her head and chuckled “Man, the amount of people who’d kill to be in your shoes”

“Yeah they’re awesome” Ben agreed obviously, “But you’re pretty cool yourself”

“Geeze sounds like you have a power fetish” she joked, earning a confused “Huh?” from Ben.

“Don’t worry about it. Now how about you show me some more of these guys?”

“Can’t right now, it needs to recharge” Ben grumbled, showing off the red faceplate.

“Maybe I can get it to work, pass it here” Bevin said, moving to grab it. Ben pulled his arm away.

“Sorry, it’s kinda stuck on there” he shrugged, twisting the watch to prove it.

Bevin mulled this over, before smirking back up at him “Hey, we make a pretty good team right? Between my powers and that watch of yours we can do whatever we want” she said, holding out her hand to shake “What do you say, friends?”

After a moment of hesitation, Ben returned the gesture “Yeah, friends”

“Hey so the games were a bust, but I got something even better in mind” she began, leading him deeper into the city.

Making their way into an empty subway station, Bevin got Ben to give her a boost up, draining a nearby light before hopping down onto the tracks.
As Ben followed, he watched as she used her powers to activate a track switch, connecting two lines.

“What’s the plan here?” he asked, a bad feeling forming in his gut.

“There’s a money train loaded with cash that passes through here. When it crashes into the oncoming passenger train…BOOM! Instant jackpot. Then you call up XLR8 and we’re outta here a few thousand bucks richer” she explained, Ben staring back horrified.

“But that’ll kill hundreds of innocent people?” he shot back.

“So? You were okay with breaking into that warehouse earlier. Why start caring about stuff like that now?” Bevin replied dismissively “Now get ready to dial up our ride outta here”

“No”

Bevin blinked “What was that?”

Ben glared back “I said no. Gwen was right about you (ugh that felt wrong to say)”

Bevin scowled as electricity began to spark along her arms “We shook on it. We’re partners!”

“I already have partners, now switch those tracks back before we make you” he threatened, slamming the dial down on the watch.

Bevin tensed as the flash faded, revealing the burning beauty Heart’s Fire. “What, you think I’m scared of an overgrown matchstick with a pair of lava lamps on her chest?” she snarled back.

“What’d you say you flat chested brat” Heart’s Fire said, her flames shooting up threateningly.

“Heart’s Fire she’s going to crash the trains! I’ll get the switch, you stop her” Ben ordered.

Smirking, Bevin grabbed hold of the switch once more, drawing so much energy that the lights around the station exploded, leaving the ‘hero’ as the only source of light. Pulling Ben closer (purely for his own safety of course), as she held up a flaming hand to illuminate the tracks. Bevin was nowhere to be seen.

“Where’d she go?” Ben wondered, before being shoved aside as Bevin jumped up onto Heart’s Fire’s back.

“Hey watch the hands!” she yelled, trying to shake the smaller girl off.

Bevin soon began to spark, as energy seemed to drain from the alien and into her. With a pained cry she was flung backwards, Ben hesitantly moving to check on her.
As he got closer, Bevin shot back to her feet, Ben letting out a shock gasp at her appearance.
Her head, and right arm/chest now resembled Heart’s Fire, a wicked grin on her face.

“Did you forget? I absorb energy, and to be honest I think I wear this better” she taunted, blasting Heart’s Fire with a stream of flames. The hit did no damage but the force did stagger her.

“Stealing my looks? Oh it’s on now” Heart’s Fire snapped, charging the young villainess.

As they two (literally) traded fire, Ben struggled to shift the switch “Come…on” he grunted, straining against the almost dead device.

The rumbling of the tracks and steadily growing glow of train lights caught all their attention “Ok new plan, Heart’s Fire blast it!”

Throwing Bevin back, Heart’s Fire turned her attention to the track switch and melting it to slag. Luckily the gamble paid off as the tracks switched back to their original route.
They had no time to celebrate however as Bevin unleashed a large burst of flames into the ‘hero’s’ back, slamming her against the tunnel wall and knocking the wind out of her.
As she attempted to attack again, she found her path blocked by Ben.

“That's enough! The trains are safe, it’s over” he said, flinching as Bevin shifted her aim to him.

“Then I’ll take what I’m owed out of your….GAH! Wh-what…?” Bevin staggered, clutching her head in agony. “...Protect the mas-GAH! Forget this, I’ve got other fish to fry” with one final scream she fired a burst of flames at the ground, distracting the two heroes as she made her escape.

“What was that about?” Ben thought, moving to check on Heart’s Fire “You okay?”

“Ow, brat did a number on my back” she hissed, before a sly look took over “Maybe you could…kiss is better~?” she suggested hopefully.

Ben snorted “Man Gwen got XLR8 good with that one. It doesn’t actually work” he replied.

“Are we sure? I’m willing to test it ou-” as if on cue the watch began to chime “You are killing me with this” she whined, leaving Ben alone in a flash of red.

“I’ve said it before and I’ll say it again” Ben thought to himself “Girls are weird”

Making his way back out of the station he was surprised to see the Rust Bucket pulling up, Gwen leaning out the passenger window “Grandpa? Gwen? How’d you know where to find me?”

“We heard reports of fires breaking out near the tracks, and figured we’d find you somewhere nearby” Gwen explained, only half joking.

From behind her Max gave Ben a stern look, causing him to gulp “Oh this won’t be fun”

Inside the R.V, Ben explained the situation to them both, looking away guilty as Max gave him a disappointed look.

“If you had just listened to me earlier, none of this would have happened” he scolded “You need to trust my judgement”

“I’m sorry grandpa, but right now you need to trust me. Bevin is out there abusing Heart’s Fire’s power right now” he replied.

“Ben’s right (ugh that felt wrong to say) Who knows how much damage she could do” Gwen agreed.

Taking a deep breath, Max relented “Ok…so where could she have gone?”

Thinking back to their previous interactions, and her parting words, Ben looked up grimly “I think I know, we need to get to the 39th street bridge”

With their destination set Max took the wheel, pulled out onto the street…and was immediately caught in a traffic jam “Are you kidding me?!”

“Sorry Stingwing, gonna need your help again” Ben said, activating the watch.

A flash of purple filled the R.V, but it wasn’t Stingwing who was called. Gwen and Max blinked as Armizon appeared, her large frame forced to hunch up in the small space.

“Wait, where’d Ben go?” Gwen asked, before a pained groan reached them.

Looking down she facepalmed as she spotted Ben, pinned face down underneath one of Armizon’s legs, unable to move out the way in time “Of course” she sighed.

“Sorry short king” the ‘hero’ apologised sheepishly, Max turning to Gwen in disbelief “Please tell me she hasn’t been calling him that the whole time”

Shifting as best as she could, Ben managed to roll out from under her “I think I broke something” he groaned.

Seeing Armizon about to open her mouth, Gwen cut in “Don’t! Don’t even think about it” she warned as the ‘hero’ pouted.

While Ben recovered enough to stand, they quickly explained the situation to the ‘hero’. After squeezing out of the door with great difficulty (“Push them in…no Ben don’t you do it!” Max yelled), Amazon paused long enough to pull Ben up onto her back before using her muscular legs to leapfrog over the traffic.
Thankfully it didn’t take long to reach the bridge, because upon arrival the pair was greeted by a pillar of smoke. Hurrying inside the ramshackle hideout, they saw Bevin standing threateningly over the four thugs from earlier.
Luckily for them her fiery form began to fade, returning her to normal.

“What’s going on?” she growled, turning as Armizon landed with a ‘thump’ behind her.

“Your power’s gone” Ben said, dropping down to be eye level with his ‘friend’.

Bevin’s glare soon shifted into a smirk as she focused on Armizon “Well looks like you brought me a recharge”

“No way!” Ben yelled back, as Armizon shifted into a fighting pose.

“Have it your way” Bevin shrugged aiming a sparking hand at the trapped teens “I’ve still got enough juice left to fry these guys”

Launching herself forward Armizon grabbed her by the arm, forcing her aim away and letting the shock strike the bridge harmlessly.
Unfortunately this had been exactly what Bevin wanted, reaching up to grab the hand holding her she laughed as Armizon’s energy flowed into her. Her form rapidly began to shift, her skin turned a dark red as an oversized arm grew out of her back, striking the ‘hero’ in the jaw and sending her flying back.
As Armizon sailed overhead, Ben watched in horror as Bevin continued to mutate. Her final form now had six arms (four ‘normal’ and two giant), the left side of her face now had yellow eyes like Armizon. She had also grown taller, now standing maybe a foot shorter than the ‘hero’. Her figure had also had…other changes.

“Well the muscles I was expecting, but the rest?” she hummed, taking in her new form. Looking back at her ‘friend’ she noted his stunned expression “What’s up Ben? See something you like~”

Her human eye shrank in shock “Wh-where did that come from?” she thought in embarrassment. Her little crisis distracted her long enough for Armizon to recover and charge back into the fray.

Trying to push those thoughts away, Bevin struggled to effectively fight back against her opponent “What’s happening to me? What did you do to my head?!” she yelled, grabbing the larger woman in a headlock.

“I don’t know what you’re talking about brat” Armizon grunted, attempting to break free.

During the fight, the Rust Bucket had arrived, with Max and Gwen moving to help Ben free the teens “Moving day, now go!” Max said.

“Can’t we stay and watch?” the bald teen asked, the trio following his gaze to the two muscular women grappling for supremacy.

“You’re the wrong age for both of them” Max deadpanned “Now get!” he ordered, the teens scurrying away.

Ben breathed a sigh of relief until a certain chime began to ring out. Back with the fight Armizon’s eyes widened as her band also began to chime. Remembering what happened with Stingwing, Bevin began to smirk.

“Leaving so soon? Don’t worry, I’ll take good ‘care’ of Ben” she taunted, before flinching once more “A-again? What is wrong with-”

Enraged at her suggestion, Armizon summoned up all her strength, breaking free of her hold and delivering a brutal series of punches.

“KEEP, YOUR. HANDS. OFF. OF. MY. SHORT. KING!” with one last punch, Bevin was sent flying back through the bridge’s support beams.

As Armizon timed out, the Tennysons cautiously approached the dazed Bevin. Spotting them she weakly held up her hands in surrender.

“I-I give! I give up. I let the power go to my head, I’m sorry” she pleaded. Max and Gwen shared disbelieving looks while Ben stepped forward.

“We can still be partners” he began, missing Max and Gwen flinched at the choice of words “Come with us and you could use your powers to help people, instead of hurting them”

Holding out his left hand, Bevin seemingly went to take it….before grabbing the Chaquetrix. Lifting Ben off the ground, Bevin sneered

“I don’t know what went wrong taking energy from those freaky bimbos of yours (“Hey!” Ben snapped), so I’m just gonna take it straight from the source!” she yelled, energy beginning to flow into her.

“Wait Bevin don’t!” Gwen called out, Max shaking his head frantically.

With a blinding flash and burst of energy, everyone was thrown back. As our heroes picked themselves up they spotted Bevin, once again returned to normal, on the other side of the hideout.
Shakily getting to her feet, she flexed her hands experimentally, only for nothing to happen.

“Nooo!” she screamed, turning tail and fleeing into the ruins of the underpass.

Ben made to follow, but was stopped by Max “If what you’ve said is true she knows this city better than any of us, we’ll not catch her” he said sadly.

Sighing Ben reluctantly turned away, following his family back to the R.V. “So what do we do now?”

“Well it turns out you DID have a point earlier” Max began “The guard didn’t have the authority to cancel my rooms or ban us. So to apologise, they’re agreed to give us another room tomorrow..or uh today I guess”

While happily surprised at the news, Ben still had one last thing to do.

“I’m sorry grandpa, I should have listened to you”

“You’re my grandson Ben. Nothing will ever change that, but my trust is something you’ll need to earn back” Max solemnly replied.

“Do you think Bevin will be okay?” Ben asked quietly “I don’t know, hopefully without her powers she’ll learn to be better” Max admitted as they headed back to the hotel.

-Meanwhile-

In one of the many subway tunnels, Bevin leaned against a wall attempting to catch her breath.

“Stop it…(find him). I said st-(he’s mine!)...Yeah..he’s..ours (they don’t deserve him) No, no they don’t.” her gaze shifted into a manic grin “Enjoy yourself while you can ‘fakes’ (unworthy), ‘cause once I get this under control” a brilliant flame flared up from her hand “I’ll finally get what I deserve (my master)”

And in the darkness of the tunnel, Bevin began to laugh unaware that one of her eyes had taken on a purple glow…

-Canon Omake-

Gwen sighed happily as she made her way to the spa, Max walking her to the door.

"Finally, no more aliens, crazy teens or Ben. Just a nice relaxing....WHY?!"

As the door opened, the pair stared in shock as the spa staff nervously/awkwardly worked to massage Armizon...and XLR8? 

"Whu-wha..What is happening?" Gwen asked weakly.

"Oh hey grandpa, Gwen" Ben called out.

Turning they spotted Ben casually lying out on a bench nearby.

"Ben...how...why?" Max stuttered, valiantly trying no to stare at the towel clad 'heroes'.

"How are they BOTH out? Well whatever Bevin did messed with the watch, I think it's glitched or soemthing, but now it lets me call out two heroes at once. How cool is that?" he explained excitedly. 

"Two...two of them" Gwen muttered in horror, with Max not fairing any better.

"But what about what we talked about? Not messing with the watch?" Max tried to ask.

"I'm not" Ben shot back "You were right, yesterday wouldn't have happened if I didn't abuse the watch. So now I'm making it up to them"

"What?" they both asked flatly.

"Yeah, I was a 'little' selfish yesterday. So even though this spa thing is totally lame, I figured they would enjoy it. I mean Gwen does and she's a girl..kind of" he joked.

"Hey short king, we've still got some time left. You want to join us in the sauna?" Armizon called out.

"Yeah coach, you deserve to unwind too!" XLR8 agreed, the spa staff sharing worried looks.

"Should we call someone?" they whispered helpelssly, casting concerned looks in Ben's direction.

As the 'heroes' stood up from the massage tables, or three in Armizon's case, everyone (bar a distacted Ben) blushed at the sight of the two alien beauties covered (barely) in towels.

The sound of something hitting the floor behind them caused Ben and Gwen to turn away, finding Max flat on his back with a delrious look on his face and a trial of blood coming from his nose.

"Grandpa, what happened?!" Ben fretted, while Gwen sank to the floor in despair.

"One day. Can't I have even one day" she wept comically, while the insanity continued on around her. 

Chapter Text

High above Earth the Chimeran Hammer continued its vigil, as a pair of drones were launched Vigax watched coldly from his healing chamber.

“Launch successful sir. With the upgrades to their scanners and weapons they should easily locate, and retrieve, the Chaquetrix” a Bioid informed him.

“They may find it easily enough, but retrieving it may prove a greater challenge” Vilgax wheezed “The wielder of the Chaquetrix is clearly a tactical genius to have evaded me for so long”

At that exact moment on Earth, in a gas station store, Ben was pulling a box of cookies out of the middle of a pyramid stack. Now unbalanced, the stack toppled over onto an unamused Gwen.

“Smooth move doofus” she snarked, shoving the boxes off of her as Ben cheekily grinned back.

Exiting the store the pair found Max preparing to clean the rear window of the R.V, taking note of the “Wash me :(“ written in the dirt. Raising an amused eyebrow at Ben, Max got to work.

“Feeling artsy Ben?” he joked as Ben chuckled.

The peaceful mood was shattered as a nearby truck was struck by a lance of light, the rear doors blown open in a shower of flaming metal. As our heroes watched in shock, a trio of armed thugs in biker gear advanced on the vehicle.
While two of the thugs continued to advance, pulling out large duffle bags from the truck, the leader turned their visored gaze towards them.

“What you looking at gramps?” Max had just enough time to pull Ben and Gwen to safety as they fired, wincing as he twisted his ankle on the way down.

As the shot blew a chunk out of one of the canopy pillars, Ben brought up the watch “They want a fight? Fine by me” with a pair of purple flashes, Armizon and Crystal Knight appeared.

Taking in the scene, Armizon knelt down “Hey short king, no spa treatment today?” she joked as Crystal Knight pouted. “Yeah keep rubbing that in my face why don’t you”

“Sorry, I would have let all of you have a go but the staff got all weird about it…or passed out” Ben replied.

“Prudes, but I guess it takes a real man to handle us” Armizon said “Good thing we got you with us” she added as Crystal Knight winked.

“A real man?” Ben blinked before smirking “Nice to see someone notices my awesomeness”

“Enough ego stroking! Did you forget about the maniacs shooting at us with lasers?” Gwen snapped, face flushed from both anger and embarrassment.

“Hmm? Oh right” Armizon acknowledged. Rising up to her full height, she gave her fellow ‘hero’ a grin “Feels like overkill with us both huh?”

“True” Crystal Knight hummed “But that just means we can wrap this up quickly and have more time with our ‘partner’~” Ben grinning back excitedly to hang out with his ‘friends’.

Ignoring Max and Gwen’s unimpressed looks the two sprinted from cover, Armizon in the lead, drawing the attention of the thieves. Their ‘unique’ appearance proved very distracting to their leader especially.

“What the-Rojo, what do we do?” one of the thugs asked, noting how still their leader was.

“Hot damn, check out the guns on them” she whispered, earning a confused “What?” from her partners.

“Uh-I said you got guns, use them!” she snapped, raising her rifle once more “Shame, but I’m not letting them ruin my heist”

Seeing the attacks incoming Crystal Knight glowered at the gang, shifting her arms into shields she gracefully slid in front of her partner taking the hits head on.
The criminals smirked at the direct hit but their confidence was shaken when instead of stopping the crystalline figure, the shots were reflected back at them. Throwing themselves to the side Rojo cursed as a few shots blasted apart their stolen bags, burnt dollar bills being sent into the air.
As she attempted to adjust her aim Armizon leapt over Crystal Knight before slamming back down into the ground with all four fists, the resulting shockwave knocked the gang off their feet and sent them flying back. As they hit the ground, Armizon turned back to give a pair of thumbs up to Ben and co before the pair made their way over to the downed gang.

“I knew this would be easy but I thought we’d be able to show off more you know?” Armizon said quietly, Crystal Knight nodding in agreement.

“It’s a shame but like I said, now we get to spend time directly with our ‘partner’~” she replied, the two sharing excited grins.

“Wonder what they’re talking about?” Ben asked, watching the grinning ‘heroes’ make their way to the recovering criminals.

“Something I’ll have to keep an eye on probably” Max sighed, Gwen looking on in sympathy.

Easily catching up to the criminals before they could crawl away the ‘heroes’ removed their helmets, revealing them all to be punk themed women, and lifted them up by the collars of their jackets.
As the three would-be thieves futilely struggled to break free, Rojo spotted a pair of shapes rapidly approaching from the sky.

“What the heck are those?”

Crystal Knight rolled her eyes “Oh come on! Do you really think we’ll fall fo-AGH DAMMIT!” The ‘hero’ was sent sprawling forward as a bolt of plasma struck her in the lower back.

As all parties turned their attention to the skies, they quickly spotted the two drones as they prepared to make another pass. Dropping Rojo, Armizon threw herself in front of the failed crooks shielding them from the worst of the fire, wincing as the shots peppered her arms and chest.
While her fellow ‘hero’ tanked the incoming fire, Crystal Knight got back on her feet and began to fire back with volleys of crystal shards. The drones proved a greater challenge than the ones Wild-Gal faced, dodging her shots while hammering her with return fire.
With Crystal Knight’s intervention allowing Armizon to shift to offense, Rojo took advantage of their distraction to attempt to gather as much of the surviving money as possible.

“Where did these (kinda hot) freaks come from? They’re ruining MY heist!” she snarled, throwing away a handful of burnt notes.

“You can have it then!” her so called partners yelled, fleeing for their lives.

“Are you serious?! Fine!” she began reaching for her rifle “I’ll finish this myself!”

Back with the ‘heroes’ Armizon slammed her hands together in a ‘thunderclap’, the shockwave destabilising the drones and leaving them open for Crystal Knight to strike. The shards struck true, sending the robotic menaces sprawling down towards Rojo.
As Rojo stood up to fire the drones slammed into her, knocking the wind out of her and causing her to pull the trigger on reflex. Her shot went wide and struck the canopy over where the Tennysons were taking cover, the trio wisely decided to move out from under it and approach the ‘heroes’.

“That was awesome!” Ben said, rushing forward to congratulate them. He slowed as he approached, noticing the marks from the drones lasers on their clothes and skin “You two ok right?”

The two ‘heroes’ felt a flutter in their chests, his genuine concern for them always made them smile. Even Max and Gwen had to admit they were proud of Ben for his care for their well being.
That good will quickly evaporated when the alien beauties turned to each other, with a quick glance in Ben’s direction, before giving each other sly smirks.

“Hmm, I don't know. We did take a lot of hits” Armizon said, leaning down whole pressing her chest up. Crystal Knight mirrored her movements “Maybe you could help us ‘check’ if any were serious~”

While Max and Gwen froze at the brazen request (and the eyeful they were getting), Ben took them entirely seriously.

“Sure, I can help” he said, happy to do something for them for a change.

“Just be gentle~” Crystal Knight giggled.

“No!” Gwen shouted, before blushing as everyone turned to her “I mean, how much help could we be? We don't know anything about alien biology afterall” she nervously

“Oh don't worry” Crystal Knight replied tenderly placing her hand on Armizon’s chest, the muscular beauty letting one of her hands fall to the small of Crystal Knight’s back “We'll give you a ‘thorough’ lesson~”

The display and implications proved too much…for Max.
With his imagination running wild he fell back in a dead faint (an almost comical) nosebleed trailing blood.
Seeing Max fall back, hitting his head off the Rust Bucket, Ben and Gwen rushed to his side with the ‘heroes’ not far behind.

Gwen fumbled with her cell phone “H-hospital! We need an ambulance…” she was surprised when Ben rushed into the Rust Bucket before returning with Tetrax’s hoverboard.

“That’s not fast enough! Armizon, get grandpa” the ‘hero’ snapping to attention at his call “We passed the hospital on the way in, Gwen can tell you where to go”

As Armizon carried off the unconscious Max and stunned Gwen, Ben activated the hoverboard and turned to Crystal Knight “Hop on”

Climbing aboard (and pressing against him a little more than necessary), the ‘hero’ couldn’t help but stare at him “I know this isn’t the time, but seeing mast…Ben take charge like this…he really is amazing” she thought, blushing as they followed their companions.

As our heroes made their way to the hospital Rojo regained consciousness. Groaning, she attempted to push the mangled drones off her when they began to twitch. The drones were attempting to initiate an emergency repair protocol, reaching out for nearby parts…unfortunately for her, Rojo was in between the drones at that moment.

“Gah!” she screamed as wires from the drones wrapped around her, injecting the self repair nanites. Her skin turned red as it shifted and warped, razor sharp spikes growing from her arms.

As a pair of police cruisers arrived at the scene they got a front row seat to her horrifying transformation…

A short time later at the hospital, Ben and Gwen stood by Max’s bedside while a doctor explained his condition.

“He’s sustained a severe concussion, a minor laceration, a sprained ankle and an unusually severe nosebleed. I expect he’ll be out for a few more hours”

“He’ll be okay right?” Ben asked, unusually subdued much to Gwen’s concern.

The doctor smiled encouragingly “Your grandfather is in remarkable shape for his age. He should be fine with some rest”

Nodding, Ben turned back to watch over Max as the doctor cleared his throat “There is just one more thing. The…women who brought your grandfather in, we have them listed as his…’partners’. Is this correct?”

“No they’re mine” Ben corrected absentmindedly. The doctor’s jaw drops in shock as Gwen facepalms.

“Yours….but that’s-”

“AHAH, don’t mind him!” Gwen cuts in with an obviously forced laugh “He copes with bad jokes, you know how it is”

The doctor’s gaze flicked between the two kids before awkwardly excusing himself. Once he was gone Gwen slumped forward “Yeah that’s going to be a problem. Ugh can today get any worse?”

-Meanwhile-

At a jewellery store across the city, the modified Rojo blasted open the display cases. Now a horrifying fusion of alien tech with red skin, clawed hands and shoulder mounted laser, she had easily escaped the officers who had attempted to arrest her.
Reaching into the display case she greedily snatched up a fistfull of rings, her smug grin quickly faded however as her razor sharp claws crushed the jewelry into dust.

“NO!” angry throwing the ruined rings aside “They’re worthless now!” During her rant she noticed one unfortunate employee who hadn’t managed to run in time.

Reaching towards her Rojo suddenly let out a pained scream, holding her head as a sinister voice seemed to speak directly into her mind.

“Once again ‘my’ technology has been defiled by one of you primitives” it said, dripping with disdain.

“S-screw you!” Rojo spat out, falling to her knees as the pressure in her head increased “Who…are you? How are you in…my head?”

“Be mindful of how you address your superiors human” it replied, spitting the word human as if it were a curse “You now possess power far beyond your meager imagination, yet you squander it’s potential! But if you carry out my will, I will teach you how to master it”

Rojo gasped as her vision was replaced with a projection of a squid faced creature, its cold, hateful gaze made her shiver “What…what do you want from me?”

“You will retrieve a piece of valuable technology that was stolen from me. Do NOT underestimate your target, they are surely the most cunning and ruthless being on your miserable planet”

Back at the hospital, Ben scrolled through the Chaquetrix idly. Noticing this Gwen sat beside him.

“You keep playing with that, and grandpa might wake up just to tell you to knock it off” she joked, her weak grin falling as Ben failed to react “He’ll be fine Ben”

“I just…maybe if I got Ultra-T and Cerebra to modify the machines it could…I don’t know, make him better” he admitted quietly.

“Ben…” reaching out for her cousin, a sudden crash from outside made them jump.

Sharing a worried look, Ben snatched up the hoverboard as they threw open the door and entered the hallway. Stepping out they spotted Rojo rising back to her feet down the hallway, a broken window behind her.
Her gaze snapped towards them, mechanical eyes narrowing on Ben as her shoulder weapons unfolded.

“Give me the Chaquetrix!” she yelled, weapons glowing red as they prepared to fire.

“Seriously, again?!” Ben/Gwen thought, throwing themselves to the ground as Rojo blasted the wall beside them.

As they got shakily to their feet, Ben stared thoughtfully at the hole leading outside as Rojo began to advance.

“That was your only warning, hand it over kid” she growled “You’ve got nowhere to run”

“Wanna bet?” activating the hoverboard, Ben grabbed Gwen as he dove outside. Gwen screamed in surprise as they flew down towards the ground.

Caught off guard at the insane move, Rojo wasted precious seconds before following, dropping out of the window with a ‘superhero’ landing. Returning to her feet she cast a glance around the area, finding nothing but a row of ambulances and some staff cars.
Behind the ambulances, Ben crouched on the hoverboard with Gwen still clinging to his arm. Turning slightly to face her, he flinched at her glare.

“Why was your go-to plan jumping out the window?” she whispered angrily.

“It worked didn’t it?” he whispered back, peeking around the side of the ambulance to keep an eye on their pursuer.

“Unbelievable” she muttered “Nevermind. Shouldn’t you hurry up and summon some (ugh) ‘heroes’ already?”

As Ben went to activate the watch, the hum of Rojo’s weapons charging caught their attention.

Rojo paced along the row of ambulances “Come on out brats, we can do this the easy way” noticing the cliff overlooking the hospital she smirked sadistically “Or the hard way!”

Firing at the cliff top she took flight as a wave of rocks began tumbling down, the drone’s thrusters forming out of her back as she moved to safer ground. Seeing the approaching threat Ben slammed the dial down.

“Come on Armizon!” the flashed faded to reveal Heart’s Fire, panicking Ben slammed the dial a second time…and summoned Ripjaws.

“Uh, you two have got this right?” Gwen asked nervously, watching as the boulders continued to fall.

“Totally.” Heart's Fire said confidently before leaning in towards Ripjaws and whispering “Be ready to run”

Charging up a fireball, Heart's Fire unleashed it at the tide of rocks….and doing little more than setting them alight.

Ripjaws’ legs tensed “You have a plan B?”

“Not really” she admitted with an inappropriate amount of confidence.

“If you can't melt the rocks…Heart's Fire, aim for the ambulances!” Ben yelled, a plan forming in his mind.

As Ripjaws vaulted over the ambulance and Ben steered the hoverboard higher, Heart's Fire unleashed another wave of flames at the vehicles.
As they melted into a makeshift wall the ‘hero’ launched herself clear as the rocks reached the bottom, slamming into the metal wall they were diverted away down the ravine road.

As the four regrouped, Heart's Fire planted her hands on her hips triumphantly “See, totally had it covered”

“What about them?” Gwen asked, pointing down the hill at a group of construction workers on the other side of a river bridge, unaware of the approaching flaming boulders.

“We'll try to get them clear, you two try to stop the rocks” Ben said, flying off to warn the workmen.

As Heart’s Fire slid down the ravine attempting to get ahead of the disaster, Ripjaws noticed Rojo fly overhead towards Ben.

Snarling, she sprinted forward before launching herself into the air. Managing to tackle the gang leader out of the air, the two grappled as they plummeted towards the river below.
With Rojo occupied, Heart’s Fire was free to focus on stopping the boulders. Seeing that they had almost reached the bridge she aimed a blast of fire at her own feet “Well when in doubt…”

Shooting up like a living missile until she was over the bridge. Aiming down she charged another shot “...blow stuff up!”

In the river Rojo cried out as Ripjaws made another pass, claws raking across her metallic skin. Firing wildly, her lasers boiled the water in their path but couldn’t catch the aquatic ‘hero’ in her element. As one blast tried up a cloud of mud from the riverbed Rojo’s robotic eyes switched to thermal tracking, unfortunately all this achieved was letting her see Ripjaws’ gaping maw lunge towards her…

As the ‘heroes’ acted Ben and Gwen hovered over the startled work crew “You need to move back now!” Gwen yelled, the workers following her frantic pointing towards the flaming landslide.

As the crew scrambled to clear the way, an intense light above them caught their attention. Looking up they quickly had to cover their eyes as the light shot down, carving the bridge in two with a focused beam of fire. Weakened, the bridge collapsed as the first boulders reached it, sending them tumbling harmlessly into the river.
Gaping at the sudden destruction the crew was shocked out of their stupor as Heart’s Fire landed in a classic superhero landing, triumphantly rising to her feet as the worker’s gaze very quickly went from her flames to her figure.

“She did it” he cheered, casting a relieved look at the gawking workers “Wow they’re looking at her pretty intensely. Heh, I get it. It did look super cool”

“I don’t think you do” Gwen snarked, Heart’s Fire ignoring their stares as she grinned happily up at Ben.

“Wait” Ben said, looking around in confusion “Where’s Ripjaws?”

As if in response the river erupted as two figures flew out, landing on the street beside them. Even Heart’s Fire was caught off guard at the sight, Rojo flailing as Ripjaws held her in her..well jaws.
With a sudden jerk of her head Ripjaws tossed the cyborg biker away, Rojo punching through the tanker of an oil truck down the road.

As Ripjaws made a show of brushing a few stray droplets off her chest while subtly glancing in Ben’s direction. The sound of wrenching metal drew everyone’s attention away from the two alien beauties as Rojo attempted to free herself from the tanker. Spotting a trail of oil leading away from the truck, Heart’s Fire smirked before creating a small spark.
As Rojo took one step out of the tanker she spotted Heart’s Fire holding up a flaming hand, noticing the ‘hero’s’ smirk as she dropped it onto a trail of oil in front of her. Following its path Rojo’s eyes flashed in panic and anger.

“Oh you bi-” her curse was drowned out as the tanker detonated, sending her flying away, her smoking figure vanishing over the city skyline.

“You guys were amazing!” Ben called out, guiding the hoverboard down before dismounting.

As the ‘heroes’ smirked at the praise they were caught off guard as Ben hugged them both, Gwen stared in disbelief (and the worker’s in jealousy/concern)

“I’m glad you're ok” he said, images of Max unconscious in a hospital bed flashing in his head. This quickly passed as he realised what he had done, letting go and attempting to act cool “I mean…I knew you’d be fine”

“Geeze I was acting like the dweeb there for a moment” he thought embarrassedly “But I’m pretty sure I played it off”

As Ben attempted to act as if nothing had happened, the ‘heroes’ were on cloud nine. Heart’s Fire’s flames burning bright as she practically vibrated on the spot, while Ripjaws blushed and held a hand against her stomach where Ben’s head had been.
As Gwen watched the three idiots, she hung her head despairingly as the foreman approached her.

“You guys saved our lives! Well you also blew up the bridge…and our truck…but you did save us, so thank you” he said gratefully.

As the ‘heroes’ managed to coax another hug from their ‘partner’ the foreman awkwardly cleared his throat.

“Uh, so is he uh…your kid?”

He flinched as the ‘heroes’ glared at him “Are you making fun of his height?/“Kid? You must need your eyes checked”” Ripjaws/Heart’s Fire growled, the poor confused foreman looking helplessly between them.

“Wait, are they serious?” Gwen thought in disbelief. She couldn’t dwell on it as her cell phone’s ringtone made her jump in surprise and fall from the board.

Ignoring Ben’s laughter, Gwen answered the call “Hello?...He is?! We’ll be right there” Hanging up she grinned up at a curious Ben “It’s grandpa. He’s awake!”

-Meanwhile-

Rojo clawed her way out of the crater she’d made in the street when she’d landed, the crowds who’d gathered quickly running from her furious gaze. Huffing angrily she blasted a nearby car as she thought about her humiliating defeat at the hands of those hot monster babes.
Seriously where were all these women coming from, and where could she find some that weren’t trying to kick her ass?
Her train of thought was interrupted as a spike of pain shot through her head, a familiar and terrifying voice echoing in her mind.

“The Chaquetrix, where is it?” it demanded, Rojo flinching at the barely contained rage in its tone.

“I failed alright? Besides, nice of you to warn me it could summon two freaky superhero babes!” she snapped back, surprised when the voice didn’t immediately retaliate against her aggression.

“Two?” the voice mused quietly, Rojo actually found that more unsettling than the anger “It would seem my enemy has begun to unlock the Chaquetrix’s true power”

“Yeah? Well good for him! I’m done with this” Rojo attempted to walk away only to collapse in agony as the voice replied.

“I don’t remember offering you a choice”

“Gah!...How am…I…meant to get…your stupid watch without..getting jumped again?” she asked, refusing to yield so easily despite her fear.

“I will supply you with additional…upgrades” Rojo gulped at the implications “And next time the fight shall be on YOUR terms. The fools want to play hero? Use that against them”

-Later that day-

Ben sat sadly on a park bench thinking about his grandpa and cousin, he’d left them both sleeping soundly in the room Max had been moved to after the attack. While he’d been happy to see his grandpa awake, he couldn’t shake off the feeling it was his fault he’d ended up here.

“I never thought grandpa would faint from a fight, unless he did get hit by some of the rubble in the fight” he attempted to reason, the true cause never entering his mind “Either way it’s too dangerous to stay with them”

After leaving a note on Max’s bed he’d made his way out of the hospital and activated the hoverboard, flying off into the city alone eventually ending up at the park.

“Man, being a hero is hard” Ben thought “I wonder if this how Spider-Man feels, I think he’d get it”

His pity party was interrupted as a radio nearby caught his attention.

“Reports are coming in of gunfire and explosions coming from the Albuquerque police academy. Eyewitnesses claim the station came under attack by a heavily armed individual who, they claim, ‘was some kind of terminator/biker chick’. We have yet to…confirm those claims”

Realising who the report was about, Ben leapt up from the bench he was on and activated the hoverboard “Man this thing is really handy, why have I never used it before now?”

After a short flight over the city Ben spotted a large plume of smoke in the distance, pushing the board as fast as he dared he made his way over. Touching down in an alley a short distance away, Ben peered out into the street at the figure standing amongst the wreckage of several police cruisers.
Rojo looked even more intimidating than before with a second set of purely mechanical arms sprouted from her back, tipped with a pair of ominously glowing weapons. Her red skin was now covered with the same armour the drones were equipped with, leaving only her mechanical eyes visible.
Realising this would be a much tougher fight,Ben carefully activated the dial and scrolled to Armizon. Before he could press down on the dial Rojo’s head snapped in his direction, panicking and causing him to accidentally twist the dial as he pushed down.
Two flashes later and XLR8 and Wild-Gal stood protectively between him and the cybernetic terror.

“Not into furries, but the lizard girl's got style” Rojo joked, shoulder cannons and mechanical arms glowing red as she took aim.

“Give up, we’ve beaten you twice already” Ben yelled back “Adding more junk to yourself won’t help”

Rojo smirked viciously “You sure about that?” she taunted as she dashed forward, the ‘heroes’ moving to meet her head on.

-A short time later-

Gwen scowled as she hid in the back of the ambulance, Ben’s note held tight in her hands “That idiot! Where does he get off trying to act all noble?”

After realising what Ben had done Gwen had heard the same report on the T.V in Max’s room. Knowing Ben would head there, Gwen knew she needed to follow somehow and so after lowering Max’s bed so he couldn’t sit up (sorry grandpa) she had snuck into an ambulance heading to the scene.

“Even if we did trust Ben to be alone with those..’heroes’, we’d never leave him to do this by himself” Gwen thought, as the ambulance came to a stop.

After a short conversation, Gwen heard two panicked screams before something slammed into the side of the van. Cautiously peeking her head out the rear doors she spotted XLR8 getting shakily to her feet.

“Okay…lucky shot” she hissed, costume smoking slightly from a direct laser blast. Clearing her head she soon noticed the young redhead “Gwen? What are you..”

“XLR8 look out!” Ben screamed as Rojo fired again.

Acting quickly, the speedster grabbed her and dashed away as the shot blasted apart the ambulance behind them. Dropping her off beside a surprised Ben, the ‘hero’ then rushed back into the fight as Wild-Gal struggled against Rojo’s hold on her neck.

“Gwen?! How..why are you here?” Ben asked, torn between relief and frustration.

Holding up the note Gwen glared back “I know you’re a doofus but did you really think we’d be okay letting you go it alone?”

“It’s safer for you!” Ben shot back “Besides I’m not alone, I’ve got them” he said, lifting the watch.

“Not helping your case” Gwen snarked, before sighing and looking at him sadly “Ben you might be a total weirdo but you’re MY weirdo cousin, and I’m not going to leave you to put all this on your shoulders”

Ben blinked in surprise as embarrassment, joy and shame filled him “Gwen..”

Their family moment was ruined when the watch began to chime and flash. Looking up in horror they watched as the two ‘heroes’ vanished in flashes of red, leaving them alone with the enhanced villain.
As Rojo aimed her weapons at them a loud crack was heard before Rojo vanished in a flash of fire and smoke. As the young duo watched in shock a light tank rumbled down the street towards the academy, flanked by a dozen SWAT officers.
As the smoke cleared, revealing an unharmed Rojo, the officers opened fire as the tank thundered forward.

“Time to go” Ben said, activating the hoverboard once more and pulling Gwen aboard before flying deeper into the academy grounds.

As the sounds of battle began to die down behind them, Gwen directed him towards a nearby building “We won’t out run her, but maybe we can hide long enough for your watch to recharge”

Dismounting and hurrying inside the pair found themselves in a gym, as they moved to take cover behind a row of exercise bikes Gwen’s cell began to ring.
Answering quickly to cut off the noise, Gwen quietly answered and after a brief conversation handed the phone to Ben. “It’s for you, it’s grandpa” she whispered.

“Uh hey grandpa, can I call you back?” Ben asked nervously, keeping his eyes on the door “We’re hiding from an indestructible biker lady that just mopped the floor with XLR8 and Wild-Gal”

“Ben, if you can’t take something down from the outside, then you need to take it down from the inside” Max said, causing Ben to smile as a plan came to him.

“That’s it! Thanks grandpa” hanging up Ben heard the watch chime to signal its recharge.

“The timing on that thing has no consistency” Gwen noted, as Ben made his selection.

Outside, Rojo had torn the tank to pieces and sent the officers running for their lives. Grinning sadistically she suddenly felt a pull as her augmentations detected the Chaquetrix’s activation.
Taking flight she quickly reached the building the signal had come from, blasting a hole through the roof before dropping down into the gym. Seeing the two brats hiding behind the crystal woman from earlier she couldn’t help but chuckle.

“You again? This must be my lucky day, time for some payback!”

“Ben hurry and call another hero!” Crystal Knight yelled, shifting her arms into shields and moving to cover them.

“I can’t!” Ben replied, frantically smacking the dial “It’s stuck or something!”

“Hah! What’s wrong kid, performance issues?” Rojo snarked, preparing to fire.

“Unfortunately for you, partner Ben always performs to satisfaction” a synthetic voice replied from above.

Realising too late it was a trap, Rojo tried to shift her aim only to stagger back as a black, white and purple mass of living metal dropped down on her. As Ultra-T set to work deactivating and removing the alien tech within her, she froze as a strange signal forcibly connected to her systems.
Gwen jumped in shock as Ben and Crystal Knight also staggered, the watch and her icon flashing erratically as they suffered feedback from whatever was happening to Ultra-T.
The trio each had the image of a squid faced being appear in their minds, eyes blazing hatefully as it delivered a stark warning.

“Listen well thief, be afraid. There is nowhere you can run, nowhere you can hide that I cannot find you! The Chaquetrix will be mine, and you will suffer the consequences for defying me” And as suddenly as it came, the vision ended leaving the trio deeply unsettled.

-The next day-

Max smiled and took a deep breath as he exited the hospital, sharing a grin with his grandkids as they made their way to the Rust Bucket.
Sure he need to use a crutch for a few days, and was advised to avoid stressful situations, but he was free and they could continue on their travels. Looking back he noticed Ben had a concerned look on his face, frowning he stopped to wait for him.

“What’s wrong Ben?”

Ben looked away uncomfortably “It’s just…when Ultra-T fused with that biker lady we had a..I don't know, vision? There was this big squid headed thing, and it told me it was coming for the watch”

Ben turned back to his grandpa expecting to see his reassuring smile, only to find him visibly shaken. “Grandpa?”

Shaking his head, Max offered a weak smile “Oh uh..it’s nothing, guess I’m still a bit woozy. Come on, we’ll grab a quick bite before we set off”

Concerned but accepting his response, Ben and Gwen entered the R.V oblivious to Max’s worried expression “It couldn’t be…right?” he thought, casting a worried look up at the sky “So much for avoiding stress”

“Oh hey grandpa, I almost forgot” Ben said as Max hobbled his way in “What does it mean when someone says you have ‘performance’ issues?”

Max barely managed to grab hold of the door as he slipped mid step, Ben and Gwen frantically grabbing ahold of him to keep him steady.

So much for avoiding stress indeed.

-Non Canon Omake-

As the receptionist took in the scene before him, he was sure of one thing. He wasn't paid enough to deal with it.

A young boy and girl were pleading with him to call a doctor to help their grandfather. Said man was currently being held by a muscular, four armed amazon of a woman with another woman seemingly made of diamond nearby.

"So this is your grandfather?" he asked, marking down the new arrival.

"That's right" the four armed woman confirmed, much to the young girl's annoyance.

"Um, no he's 'our' grandpa (she gestured to the young boy) not yours" 

"Not yet he's not" the diamond woman replied, staring meaningfully at the confused boy.

As the girl broke into an embarassed, stammering mess the receptionist let his head fall to the desk.

"Why do I always get the crazies on my shift?" 

Chapter Text

At a pierside carnival a pair of men dashed through the crowds. Clutching a duffle bag they ignored the angered and startled cries of those they shoved aside as they made their way to the edge of the boardwalk, carefully making their way down an access ladder to a rowboat waiting below.
Once aboard the pair began to laugh as they eagerly opened the bag, a small fortune in jewellery and designer watches glistening within.

“Hah! Knocking over that yacht was a piece of cake” the first thief bragged, zipping the bag back up and hanging it to his partner.

The second thief grinned back before movement over the first’s shoulder caught his attention, after gesturing for him to turn around, the two thieves were confronted by a surprising sight.
Rising from the water was a long, green scaled fish tail just off the bow. As they edged closer the pair were caught off guard as a hand shot out of the water and grabbed onto the side of the boat. Entranced they watched as a figure pulled themselves up from the water, and though their face was hidden by a fringe like fin, there were certain…attributes that were undeniably female.

“Uh Fred…you’re seeing this too right?” the first thief asked, torn between running for the hills and wanting a closer look.

“Oh I’m seeing it alright” Fred replied, a lecherous grin forming on his face. Crouching down he began to reach out towards the ‘mermaid’, noting how she still had kept her face hidden.

“Oh come on now, you ain’t got a smile for…H-hey!” panic began to set in as the ‘mermaid’ took hold of his arm with a vice like grip, her face lifting to reveal a terrifying fanged grin. “Jesus! John, help me!”

“...oh hell no” John managed to whimper, harshly shoving his partner into the surprised ‘mermaid’ before scrambling back up the access ladder.

Reaching the top the thief stumbled as he tried to secure his stolen goods, fleeing down the boardwalk while casting fearful glances over his shoulder.
Unfortunately this left him unaware of what was in front of him, the thief letting out a cry as he collided with a hot dog cart. As he scrambled back to his feet, gasoline from the tanks used to heat the grill spilling around him, a pillar of water shot high into the air as Ripjaws slammed down onto the boardwalk.

“So much for honour among thieves” she quipped “Ben would have liked that” she thought as she advanced on the shaking thief.

Putting the cart between himself and the ‘hero’, the thief gulped as Ripjaws stalked forward, uncaring of the dis/approving stares directed her way (a loincloth doesn’t cover much from the side after all). Before she could reach him however, the gasoline spilling onto the boardwalk was set alight, a loose wire having sparked the blaze.
As the aquatic ‘hero’ tried to back up she realised that the flames had encircled her, flinching away from the heat as her skin began to dry out. Seeing her distress the thief smirked, attempting to continue his escape when he felt a painful sting in his leg.
Staggering he wheeled around trying to spot what had struck him, only to flinch as he felt three more sharp stings to his chest. Holding a hand to his chest he continued to scan the area fro his mystery attacker, finally spotting…a young boy and a grey frog with a shooting range air rifle?
The boy smirked and pointed back towards where Ripjaws had been, the crack of wooden boards filling the air as the thief’s head snapped back in her direction. Despite the flames he felt a chill run down his spine as the ‘hero’ was nowhere to be found, he took a nervous step back as the boards under his feet began to shake.
He had no time to react as Ripjaws burst up from below, snatching him up in her jaws before throwing into a nearby can toss stall and taking out all the stacks.

“Nice shot” Ben commented, flashing the ‘hero’ a thumbs up before leaning over the counter to address the cowering worker “Does that count as a win?”

Having dealt with the thieves and with the police on their way, Ben offered Cerebra’s help in fixing the hot dog cart while they waited, with the grateful owner offering them a free dog each as the officers arrived.
He quickly regretted that decision seeing Cerbra (somehow) swallow hers in one go, a weak moan escaping him while Ben gave an impressed whistle.

“I didn’t think you could handle that” he innocently admitted, missing Ripjaws muttering about her being a “show-off”.

“Oh you’d be surprised at what I can handle~” Cerebra replied with a sultry look. “....lord have mercy” the owner whimpered before awkwardly excusing himself.

“What was his problem?” Ben asked, his ‘partners’ shrugging as the Chaquetrix timed out. Brushing it off, Ben finished his hot dog and went to go meet up with grandpa and Gwen “Stopping bad guys and getting free food? Nothing can ruin today”

-Later that evening-

“Me and my big mouth.” Ben thought bitterly.

After reuniting with his grandpa and cousin and getting back on the road, they passed by signs for “Zombimbo’s Traveling Circus of Laughs” and despite Ben’s VERY reasonable argument that circuses were lame, Max and Gwen insisted on going.
And that led to now, with the trio making their way through the showgrounds towards the Big Top. Passing by a poster displaying Zombimbo’s face Ben shivered…not because he was scared or anything! Clowns were just weird is all.
They approached a stand for a trio of “freaks”. One a hulking brute with a ‘thumbnail’ for hair, a woman with long red hair that moved as if alive, and a bald sickly looking man in a muzzle. As the crowd formed, a barker stepped up to hype up the crowd.

“Step right up folks, and witness the fingerless freak of nature Thumbskull!” At the barker’s words, Thumbskull effortlessly bent the metal pipe over his head before tossing it high into the air.

“Big deal, Armizon’s tougher” Ben muttered, his voice drowned out as the crowd gasped at the display of strength.

The bar was snatched out of the air by a red lock of hair “Next up, Frightwig! This is one bad hair day you don’t want to mess with!” As the barker introduced her, Frightwig’s hair twisted the bar into a pretzel shape.

“Pfft, Ultra-T could have done that” Ben dismissed quietly, the crowd letting out disgusted groans as the final freak stepped forward.

“And last but certainly not least, a freak as vile as his attitude, Acid Breath!” The sickly man removed his muzzle, revealing a mostly toothless mouth dripping with green drool.

As Frightwig set the pipe down on a pedestal Acid Breath breathed out a putrid cloud, the bar AND pedestal melting into sludge.

“Heart’s Fire could do that and it would look cooler” As Ben once again dismissed the display, Gwen finally had enough of his attitude.

“If you think they’re so great, why don’t you marry them?” she snarked, realising what she’d said a second too late.

Embarrassed but unwilling to let Gwen have the last word, Ben shot back “Well maybe I will!”

Ignoring Gwen’s stunned look, and his own flushed face, Ben stormed off to explore the rest of the showgrounds. As he reached the outskirts he came across a small tent with a sign reading ‘Keep Out’, naturally he ignored this and snuck closer to peek inside.
Sitting inside the tent in front of a mirrored makeup desk was Zombimbo herself, the blue clown nose on her face doing little to take away from her looks as she grinned widely at her reflection. Adjusting the suspenders on her costume and letting them snap back against her impressive chest she practiced her intro.

“HOWDY FOLKS! Are you ready to laaaugh?” seemingly satisfied, she flipped her tophat onto her head “Perfect, you’re gonna knock them dead~” grinning sinisterly from under the brim of her hat, she licked her lips with an almost inhumanly long tongue.

Freaked out by the clow-the weird display, Ben began to back away…and right into an unknown figure “Hey!”

Ben totally didn’t scream as he spun around, revealing the figure to be a confused Gwen “Don’t…don’t do that” Ben snapped, holding a hand to his chest.

“What’s up with you? You’ve been acting weird than usual ever since we got here” Gwen asked, eyes narrowing in supcion “I’d almost think you were…scared of something”

Ben scowled and looked away “I’m not scared of anything!” The two were interrupted as Max approached, gesturing towards the Big Top “C’mon you two, the show's about to start”

Giving Ben a smirk, Gwen motioned for him to go ahead “After you” Ben reluctantly did so.

Inside the tent, as Ben nervously shifted in his seat the spotlights focused on the barker from the freakshow as he addressed the crowd. “Ladies and gentlemen, children of all ages. The Circus of Laughter is proud to present: The Lady of Laughs! The Countess of Comedy! The Queen of Quips herself, the star of our circus! Zombimbo the Clown!”

The spotlights shifted to focus on a small clown car that sped into the ring, skidding to a stop in the centre as Zombimbo stepped out of the seemingly too small vehicle. The audience laughed hysterically as the car seemed to move on its own, engaging with Zombimbo in a bull fighting parody before bursting into confetti.
While the rest of the audience continued to laugh Ben looked on horrified, as Zombimbo basked in the laughter a large machine was wheeled out behind her.

“If you folks love clowns, you’re in the right place! Stick around, you’re gonna die laughing…” she said, the machine beginning to glow ominously “...that’s a Zombimbo’s guarantee~”

“I gotta go!” Ben yelled, rising to his feet before noticing the concerned looks from his family “...to get…some popcorn! I’ll be back” he added, hurriedly making his exit.

Once out of the big top Ben continued on past the stalls, stopping only once he was out of the showgrounds. Pausing to look back at the entrance, Ben shuddered “There’s NOTHING funny about clowns!”

As he struggled to calm down the sound of glass breaking caught his attention, creeping forward and taking cover behind a parked car Ben’s eyes widened at the sight. The circus freaks were on a crime spree! Frightwig used her hair to rip an ATM free from the wall, Thumbskull broke through a jewellery shop window and Acid Breath melted away a car door to steal the stereo.
Activating the watch Ben quickly made his selection and slammed the dial down. The purple flash caught the attention of Thumbskull as he attempted to carry away two TVs, his confusion soon turned to panic as Wild-Gal pounced atop the car Ben had ducked behind.

“Uh, good doggy, down…girl?” he stammered, backing away as Wild-Gal gave an unamused growl before launching herself at the crooked performer.

Arms full of stolen goods, Thumbskull was unable to raise his arms to block the charge and was slammed into the ground. Hearing his pained cries his two fellow freaks turned to face the new arrival, and froze at the sight of their ‘muscle’ getting shaken like a ragdoll by a feral beast woman.
Sensing the other freaks incoming Wild-Gal hurled Thumbskull at the pair, while Acid Breath was pinned under his bulk, Frightwig managed to jump to the side.

“And people say ‘I’ need a haircut” she sneered, ensnaring both of Wild-Gal’s arms with her hair “Time to put the mutt on a leash”

Her confidence was shattered when Wild-Gal simply moved her arms back, pulling Frightwig towards her and into a headbutt.

“GRRR, NOT…MUTT!” she roared, watching as Frightwig collapsed in a daze. “Besides” she thought “Only ONE person can put me on a leash~”

Acid Breath and Thumbskull had barely gotten back to their feet when Wild-Gal charged again, tackling Thumbskull into a nearby car before grabbing Acid Breath by the neck. Watching as she tossed him over her shoulder towards the circus, Ben stared at the Chaquetrix and wondered if he even needed to summon a second ‘hero’.

“I probably should but…” he glanced back at the ‘fight’, Wild-Gal shaking Thumbskull about by his leg and Frightwig tried to crawl away “...she’s having fun. Besides, I can always call someone in later if I need to”

-Meanwhile-

Acid Breath half stumbled, half ran through the showgrounds. He didn’t know where that crazy woman came from but they needed help, but the boss sure wasn’t going to like it…
Entering the Big Top his eyes were drawn to the floating form of their leader, a cable connecting her to the large machine at the ring’s centre. Zombimbo’s face twisted in ecstasy as the audience continued to laugh, Acid Breath shuddered at their hollow grins.

“Boss…” he began cautiously, a cold sweat forming as she twisted mid-air to glare at him “We’ve got a problem ou-URK!”

His eyes bugged out as Zombimbo floated down and grabbed him by the neck “How many times have I told you, NOT to disturb me while I’m eating?”

“S-sorry…but there’s…a wild freak outside…she’s tearing us apart” he weakly replied, greedily breathing deep as she let go.

“Ugh, do I need to do everything myself?” Disconnecting from the machine she grabbed the freak by the arm before vanishing in a cloud of confetti.

Back outside, Wild-Gal let out a satisfied growl as Thumbskull and Frightwig lay defeated on the ground. Even better, not that the fight was over Ben was giving her some well deserved head pats.

“You didn’t need any help at all did you?” he asked, laughing as she nuzzled against his face “I told Gwen you guys were better than any dumb circus act”

A burst of confetti caught their attention, Thumbskull and Frightwig tensing up as Acid Breath appeared with their ringmaster.
Wild-Gal moved to cover her ‘partner’ when her senses picked up on something unexpected, tilting her head in Ben’s direction she let out a concerned growl.
Ben stepped back, eyes wide and heart hammering in his chest as the ‘hero’ wondered what had shaken him so badly. She didn’t have time to ask as an oversized shoe slammed into the side of her face, sending her flying back into a store front.

“Wild-Gal!” Ben attempted to run to her side only for a hand to snatch him up by the collar.

“Hey now, why the frown?” Zombimbo taunted, noting how Ben froze up in her grip “Ooh, now that's a cute expression, but I think you'd look much better with a smile~” her unnaturally long tongue brushed his cheek, Ben unable to repress a shudder as he tried to escape her grasp.

Noticing that Wild-Gal had recovered Zombimbo simply grinned and held Ben in front of her, stopping the ‘hero's’ charge dead. Taking advantage of her hesitation, the twisted clown delivered a series of kicks, sending the ‘hero’ staggering back down the street.

“This your mutt?” She asked, grinning at the struggling boy held against her “She know any tricks? How about…FETCH!”

Rearing back she tossed Ben towards a radio tower, Wild-Gal quickly moved to catch him before he collided with the tower legs.
Cradling Ben to her chest Wild-Gal backed up, seeing this Zombimbo gestured for her minions to advance. Acid Breath unleashed an acidic cloud, forcing her further back while ravaging the tower's legs.
Wasting no time, Thumbskull and Frightwig attacked the weakened metal, brute strength and enhanced hair easily bringing it down on top of the heroes.

“Shame about the kid, that fear was sublime” Zombimbo sighed before turning back to the circus “Welp, let's pack me a few snacks and get back on the road” vanishing once more in a burst of confetti along with the freaks.

Under the collapsed tower Wild-Gal stirred, battered and bruised but still in one piece. A stroke of luck meant that the collapsing debris had caught on each other, leaving them trapped but not pinned.
She turned her senses to Ben, still held close (and here she was unable to enjoy it) and shaking off his own daze. As he took in both their surroundings and her injuries, Ben hung his head in shame.

“I messed up…”

Wild-Gal let out a sad whine, moving to nuzzle him comfortingly “No…blame you” she became confused when she detected another scent on him “What mark…on face?”

Caught off-guard busy the change in conversation, it took Ben a second to reply “Oh yeah” he grimaced at the memory “That…clown freak licked me, like they’re not creepy enough…not that I'm afraid or anything!” he stammered, not wanting to seem lame in front of the ‘hero’.

Wil-Gal however didn't really take in that part, she was too busy fuming at the clown's audacity to touch ‘their’ partner like that.

“Others won't be happy about that” she thought, an angry growl rumbling in her throat.

Mistaking her response as feeling guilty over her own licking of his face (“Man that felt like a long time ago” he thought) he quickly went to apologise.

“Oh uh it's fine, I don't mind it from you”

Actually he found it a little embarrassing, the dweeb thought she was trying to kiss him after all (hah, as if!), but given how he let her get beat up he wasn't going to make her feel worse.

The stunned ‘hero’ timed out before she could reply, leaving Ben to slip out of the wreckage through a small gap and make a rush for the show grounds.

“OK enough mushy stuff, I'll apologise properly later. Right now I need to get back to grandpa and-” he came to a sudden stop, practically tripping forward at the sight before him…or lack of one “...How long were we stuck under there?” he asked in disbelief, staring at the now empty parking lot.

Making his way to where the Big Top had been Ben soon found Max, sitting on some stone steps chuckling weakly. More than a little unsettled Ben made his way over to him, passing by several other circus-goers all in various states of distress…and yet still chuckling.

“Grandpa…?” he asked, gently shaking his shoulder.

Max turned to him with a vacant smile “Haha..oh, Ben..haha…where'd you go?”

“Where’d ‘I’ go? Where’d the circus go?!” Ben shot back, an icy feeling forming in his gut.

“Huh?..oh, I’m-I’m not sure. We were laughing…heh it was so funny” Max replied, seemingly growing weaker as he talked.

“Grandpa?”

“..Uh, sorry. I’m just…so…glum” slumping forward, Max chuckled once more.

“Then why are you laughing?” Ben asked, looking around as he realised something important “...Grandpa, where’s Gwen?”

As the circus truck sped along a mountain road, Zombimbo relaxed in the passenger seat as Thumbskull drove.

“Did you remember to pack me a snack for the road?” she asked, grinning widely as he pulled open a curtain in the back of the cab.

Six helpless victims sat in the van still laughing uncontrollably, with one victim being a very familiar red haired girl…

A short while later Ben had managed to help Max back to the Rustbucket, the pair setting off down the same mountain road in the direction of the nearest town, hoping to catch up with the rogue performers. As Max struggled to stay focused on the road Ben went over what they had figured out so far.

“So Zombimbo distracts the whole town while her freaks rob the place blind I get ‘that’ part, but why kidnap Gwen?”

Max shook his head, attempting to stay alert as he tried to comfort his grandson. “I-I don’t know. But we’ll-we’ll get that clown, don’t worry”

“Who’s worried?” Ben replied, false bravado dripping from each word “I’m not..scared…of some dumb old clown”

“Ben, what-what’s bothering you?” Max asked, even in his exhausted state he could see Ben’s nervousness.

“...Promise not to laugh?” he shyly asked “I’m…scared of clowns. I let Wild-Gal get hurt because I was too scared to get help!” Max felt his heart ache as Ben lowered his head shamefully “Some hero I turned out to be”

“Ben, everyone has their own fears. I-I used to be scared of heights, until one day I decided enough was enough s-so I climbed to the t-top of a water tower. Sometimes you just have to…scare the…fear out…of…” Max weakly trailed off, his strength finally failing as he collapsed at the wheel.

“Grandpa!” fumbling to unlock his seatbelt, Ben scrambled towards the driver’s seat.

The R.V scraped along the safety railing as Ben desperately tried to keep the R.V steady, it was a losing battle however as Ben failed to turn in time for a bend in the road, the Rustbucket ploughing through the barrier and beginning to roll down the hillside.
Desperately sterling out of the way of any trees in their path, Ben awkwardly fumbled with the Chaquetrix. In a flash of purple Armizon found herself cramped up just behind the driver’s seat.

“Ugh, again? You need a bigger…”

“No time! We need to stop this thing!” Ben cut her off, spotting a much steeper cliffedge rapidly getting closer “And fast!”

Moving quickly as the cramped quarters allowed Armizon managed to reach the R.V’s door and, throwing it open, punched down with her right arms. As her fists dug into the earth, slowing the R.V and causing it to swing right, Ben was thrown back down the corridor and into the waiting arms of the ‘hero’ as she pulled him close (for his safety, of course)
As the vehicle came to a not so graceful stop, Armizon pulled her fists free and turned her attention to her ‘partner’ and just how he’d been…squished against her

“You ok short king? No airbags back here so I had to…‘improvise’~”

“Ish fne” came Ben’s muffled reply, taking a deep breath as he pushed himself back “It was a soft landing” he continued, shaking off his dizziness from the sudden stop.

“Glad to hear it, I-” she trailed off as Ben threw his arms around her waist.

“Thanks” letting go he flashed her a grateful smile “I’m not sure I could have stopped this by myself so…thank you”

Despite knowing he couldn’t see her blushing, the ‘hero’ turned her face away in embarrassment “Well I’m just…doing my job as a hero right?” she bashfully replied “But…if you DID want to thank me~...”

A weak groan from the front snapped Ben back to the situation at hand “Grandpa!” hurrying back to his side Ben missed how Armizon’s face comically dropped as she realised she’d missed her chance, with the watch timing out adding extra insult.

“Grandpa, are you ok?” Ben asked, watching in concern as Max weakly tried to sit up.

“Ju-just so…sad”

“What happened to you after I left?” he asked, seeing Max’s face crease as he tried to remember.

“There-there was this…machine. The more we laughed the more it seemed to-to glow, and the brighter it got the-the emptier we felt” Max paused, struggling to keep going “I think..Zombimbo steals more than people's possessions, I think she steals their..happiness until noth-nothing’s left” with that he slumped forward once more, falling into a fitful sleep.

Ben’s fists clenched in determination, making his way back to his bunk he dug out Tetrax’s hoverboard once more. Activating it as soon as he exited the R.V he gave a brief glance back.

“Don’t worry grandpa, I’ll get Gwen back and I’ll stop that clown”

It didn’t take Ben long to reach the next town, and even less time to spot the circus trucks as he brought the hoverboard down a short distance away. Creeping closer Ben hid behind an open crate, containing a pitching machine, as he watched the freaks go about setting up the new showgrounds.
A quick check showed the Chaquetrix had recharged during the flight, activating the dial Ben made his choices bringing Ultra-T and Stingwing out.
The pair of flashes caught the attention of the freaks, dropping their crates they moved to investigate.

“Looks like someone’s trying to get a sneak peek boys” Frightwig sneered, hair rising up and ready to strike “Sorry, but we don’t do free shows”

As Acid Breath prepared to unleash an attack the crate exploded as a black coated machine charged forward, Ben hopping onto Stingwing’s back and taking flight. The machine, which they belatedly realised was one of their pitching machines, aimed its glowing ‘face’ at Thumbskull.

“I believe the term here is, ‘play ball’ correct?” the Ultra-T possessed machine quipped, dodging the circus brute’s wild swings.

“Grah, stay still so I can smash you!” Thumbskull attempted a double hammerfist, scowling as Ultra-T simply scuttled to the side.

Scanning her target the ‘hero’ found what she believed to be the most efficient weak point to aim for, allowing Thumbskull to charge once more before firing…below the belt.

“Strike one! (“Urk!”) Strike two! (“M-mercy!”) Striiike three (pained squeak) You’re out!” she called out cheerfully, as Thumbskull fell to the floor and curled up in pain.

Frightwig rushed forward, attempting to ensnare the machine with her locks only to find them countered each time by perfectly aimed baseballs.
The force generated was enough to wrap them back around her body like a cocoon, causing her to topple over as the ‘hero’ knocked her out with one final shot to the head.

While Ultra-T handled those two Stingwing strafed Acid Breath, easily avoiding his attacks while she groaned in annoyance “Ugh, you’re really not the guy I wanted to be ‘swapping spit’ with tonight”

Acid Breath blinked in surprise, surely he’d misheard that right?
His distraction proved to be his undoing as Stingwing landed a bullseye, sealing up his mouth with an adhesive slime ball before diving down and delivering a swift strike with the flat side of her stinger, knocking him out before letting Ben dismount.
As Ultra-T detached from the pitching machine and reformed beside them, the trio made their way to the Big Top entrance.

“Ok that was the, surprisingly, easy part out of the way. Now that just leaves…her” Ben said, drawing worried looks from his ‘partners’. “Alright” Ben whispered, trying to psyche himself up “She’s just a weirdo in a rubber nose and big shoes…nothing we can't handle”

“Do not worry partner-Ben” Ultra-T replied, moving give a comforting embrace from behind “Our combined powers are more than sufficient for this”

“Besides” Stingwing said, crouching to be at eye level with him “We can’t let her get away with what she’s done”

“Right, we need to save Gwen” Ben said, missing how the two ‘heroes’ shared a look. “That’s…certainly part of it” Stingwing agreed.

As Ben smiled gratefully at them a very unwelcome sound rang out “Oh you have to be fu-” Stingwing and Ultra-T vanished in flashes of red, leaving a now much more nervous Ben alone. Setting off into the tent, he only made it a few steps when Ben ran into…Ben?

“A hall of mirrors? Ugh I hate these things” Ben groaned, moving ahead as carefully as possible.

As the young hero pushed on he flinched as Zombimbo’s voice echoed through the hall.

“Well I’ll be, it’s you again!” she said cheerfully, giggling as Ben walked into a mirror “You here to finally give me a smile?”

Rubbing his nose Ben glares at the reflection in front of him, only to gasp as its face morphed into the demented jester’s. Staggering back Ben watched as all the reflections shifted, all moving independently as they leered at him.

“Didn’t bring the mutt this time?” she taunted as Ben turned and ran “Did you trade her up for those other two? You’re quite the little heartbreaker ain’t you kid?”

As Ben exited the hall of mirrors he found himself on a gravity defying spiral road, dodging dozens of grasping hands the lunged out of the darkness.

“I’ll admit, a girl could get jealous of the ‘funbags’ on your blob friend” Ben had little time to think about the (in his view) nonsensical statement, as the path vanished beneath him senidng him tumbling into the dark.

His fall abruptly stopping, Ben found himself now on a trapeze swing as large ghost like images of Zombimbo’s face floated around him “And your bug friend, tell me is she a big a freak in the sheets as she is in the streets?” she cackled,

“You’re the only freak here!” Ben managed to snap back, as he managed to swing to the next rope…only for it to break and send him falling once more.

Once again his fall was halted, this time by what felt like a net. When Ben tried to sit up he found he was unable to pull his limbs free, his eyes widened as he realsied this wasn’t a net but instead a giant web!
As he struggled he became aware of something else landing on the web, tilting his head back he froze at the sight of a human sized golden spider with Zombimbo’s face.

“Aw what’s wrong? I’m just having a little fun, you should loosen up and laugh a little” the spider clown scuttled closer, holding one of her razor legs under his chin and forcing Ben to look her in the eyes “It does ‘wonders’ for me~” bringing her leg back she sliced the web around Ben, letting him fall for the final time as he landed in the centre of the ring.

A spotlight shone down on him as Ben pushed himself up, his attention soon shifting to the sound of approaching footsteps. Sitting up Ben stared in horror as Zombimbo strolled over, the ‘gems’ on her outfit seemingly teeming with ghostly figures.
The worst part however was the very familiar figure in the gem on her hat, an emaciated Gwen laughing even as she withered away.

Grinning, Zombimbo crouched down in front of him “Hey now…” she reached out and gave his cheek a pinch “Don’t tell em you’re afraid of little old me?~”

He jerked back as if burned, looking away unable to meet her gaze “W-what do you want?” he stammered out.

With a snap of her fingers a second spotlight appeared, the machine from her show glowing ominously as a cable extended out and attached to a spot on her back. Rising into the air she floated around the defeated looking Ben.

“Only what any good clown worth her floppy shoes wants, to make people laugh” she answered with exaggerated innocence, her expression soon twisting as she shot forward and grabbed him by the chin “And slurp up their positive energy like a sweet, refreshing shake! Is that so wrong?” she mocked, letting his head drop again.

“Is that the machine you use to suck the happiness from your audience?” Ben asked, earning a smug grin from the criminal clown.

“I call it the ‘psyclown’, pretty clever eh? Yeah you look like a fan of puns” she taunted, rising high into the air once more “Soon I’ll take my act to the big cities, and then there’ll be millions of people laughing for me! Feeding me…making me stronger!” she then playfully flicked her suspenders “Not to mention keeping my fabulous figure~”

Working up some courage, Ben slowly got to his feet “I..I want my cousin back!” managing a weak glare at Zombimbo, who put on a ‘thinking’ pose.

“Cousin? Why didn’t you hear? She ran away with the circus!” she laughed, calling down a new spotlight to illuminate Gwen. Ben’s eyes widening at her frail form curled up on the floor, anger flooding through him as he turned back to the snickering clown

“I have to admit she’s got a real unique flavor to her…wonder if you do too” Zombimbo taunted, so lost in her own amusement she failed to notice Ben’s watch glow brightly.

Looking down Ben saw the watch had dialed up Scream Queen. If he had been calmer maybe that would have concerned him…but right now the only thing he cared about was making this clown pay!

“Maybe I am scared of you…but losing my family scares me even more” Ben admitted quietly, Zombimbo tilting her head questioningly “In other words…” slamming the dial down Ben stared back defiantly as Scream Queen hovered behind him “...you’re going down, clown!”

Zombimbo scoffed “Oh please! I SELL the tricks kid, I don’t buy the-OOF!” she staggered back as Scream Queen socked her in the jaw. As she floated back she found bothe Ben and the spectral ‘hero’ had vanished.

As she attempted to locate them she was struck from behind, then from the right, then the left. As Zombimbo desperately tried to defend herself from her invisible foe, Ben crept through the shadows towards Gwen. He went to activate the watch for a second hero…only for it to remain unresponsive, simply flashing Scream Queen’s icon again.

“What? Ugh the stupid thing picks now to stop working” a sudden scream interrupted his thoughts as he looked up to see Zombimbo sailing through the air before crashing into the psyclown, shattering the large ‘gem’ on the front and releasing all the trapped spirits within.

As Zombimo fell to the floor, her powers utterly diminished, she froze as Scream Queen appeared before her. Under the spectre’s hateful gaze she attempted to crawl away, a terrified squeak escaping her as the ‘hero’ caught her by the collar.

“Did you have your fun tormenting him? Laying your filthy hands on him?!” Scream Queen hissed, eye glowing threateningly “You must think you’re pretty scary…but do you want to see something REALLY scary?” she taunted, slowly reaching for the front of her suit.

Whatever happened next Ben couldn't see from where he was crouched beside his recovering cousin, but what little he could see was the hints of..tentacles(?) and Zombimbo’s terrified face before she exploded into confetti.

“Okay…that actually freaked me out” Ben said, flinching as Scream Queen turned to face him.

Seeing him flinch she floated over to his side, her eye dimming in disappointment “Did I frighten you? Please..don't be afraid of me” she begged, Ben feeling like a real jerk for upsetting her.

Still kneeling, Ben took hold of one of her hands causing her to blush beneath her hood “I’m sorry, that was a little freaky but…I’m not scared of you.” he smiled comfortingly up at her “I know you wouldn’t hurt me”

As Scream Queen sighed happily Gwen finally began to stir, opening her eyes she was greeted by the sight of Ben on one knee holding a swooning Scream Queen’s hand.
Had she been fully awake she might have thought about her words more, unfortunately her disorientated state led her to blurt out…

“Oh god, please tell me you're not actually proposing!”

-Non Canon Omake-

Inside of the Chaquetrix the 'heroes' were in a frenzy after Scream Queen's return.

"Oh my god! Oh my god!" Heart's Fire squeeled happily.

"W-what? So soon?! I-I wasn't prepared for this!" Armizon stammered, while XLR8 checked her reflection in Crystal Knight's arm, (much to her annoyance)

"Ok so obviously I'LL accept on our behalf and.." Cerebra began, only for Stingwing to buzz her wings.

"Why should it be you?" she questioned, Cerebra now very aware of everyone's stares.

"Yeah if anything it should be me!" Heart's Fire smirked "I was his 'first' after all" 

"That doesn't mean anything, he took me out on a date first!" Ripjaws shot back.

"(growl) Said he..liked my..licks" Wild-Gal cut in smugly.

"You bit-" Scream Queen snarled, throwing herself at the feral 'hero' as the rest quickly devolved into an all out brawl.

Outside the watch, Ben noticed it flashing erratically.

"Oh great, dumb thing's on the fritz again" he grumbled, unaware of the battle royale going on within.

Chapter Text

There weren’t many things that Ben and Gwen could agree on, but right now they were in perfect agreement over how awesome today was going to be. Max had brought them to “Riptide Rapids”, one of the best waterparks in the country and a stop they’d been eagerly looking forward to for weeks.
Rushing out of the changing rooms the pair grinned up at the series of waterslides wrapping around the park.

“Six stories of twists and turns!” Ben narrated with Gwen happily joining in, the two trading off as they hyped themselves up.

“Hurtling down a 200 foot plunge / At speeds over 25 miles per hour / Then, splash down in a churning 300,000 gallon wave pool!”

“You’ve entered the Riptide Rapid Zone!” they both cheered, high fiving before heading off towards the largest slide.

After what felt like an unbearable wait, the pair reached the front of the line with Gwen going ahead with no problems.
Ben however…
Just as he was about to reach the top of the slide an arm blocked his path, Ben jerked back as an employee (‘Brad’ according to his name badge) lazily pointed at a sign nearby. Following his gaze Ben saw it was the height requirement for the ride, and much to his disappointment he was just barely under the line.

“You gotta be kidding me!” he groaned, ‘Brad’ shrugged disinterestedly in reply “Sorry kid, park rules”

“But-!”

“NEXT!”

As Ben fumed at being turned away, Gwen flashed him a smug grin as she continued on towards the slide “Don’t worry Ben, I hear the banana boat rides are fun for the small fry”

Sticking out his tongue at her, Ben quickly moved behind a fake ship mast decoration and activated the Chaquetrix “Can’t ride? Yeah, let’s see what my friends have to say about that” he grinned, slamming the dial down…or at least that was the plan.

The dial stubbornly refused to retract, growing frustrated Ben gave a couple more smacks to the device before it let out a far more intense flash than normal. Blinking away the spots in his vision he found Cerebra standing on his shoulder, looking just as dazed as he was.
Concerned he checked the watch only to find it unresponsive.

“Oh great, it’s busted again” he sighed. Deciding to deal with that issue later, he held out his hand for the diminutive ‘hero’ to climb aboard and brought her around so they could talk ‘face to face’.

“Ok so, this isn’t a superhero emergency but I do need your help to-Are you ok?” Ben asked, cutting himself off as he noticed how wide eyed the ‘hero’ was.

“Oh I’m great~” she purred, biting her lip as her eyes trailed over his bare chest.

“Are you sure? The watch was acting up, maybe we should…” he began only for her to wave her hand dismissively.

“Keep your shirt off big boy, we can worry about that later”

“Wait, isn't it ‘keep your shirt on?’/ ANYWAY, what did you need?” Ben/Cerebra spoke simultaneously, Ben shrugging it off as a mistranslation before explaining the situation.

Cerebra listened to his plan, before smirking “So you’re asking me to get ‘wet and wild’ with you?”

“Yeah I guess you could say that” Ben nodded along “I’ll also probably need to keep you close on the way down, make sure you’re safe. That ok?”

“Absolutely~”

“Great! Now we just need a distraction of some kind” Ben hummed, the pair peeking around the ship mast.

They soon found their opportunity as ‘Brad’ was stuck in a conversation with a stereotypically nerdish looking man in a life jacket, the park attendant looking even more bored than usual.

“Recently declassified documents suggest that an alien craft crash landed on this site in 1951, I would like to gather some soil samples for evidence. Could you get someone from upper management down here for me?” the man asked, unaware of the very real alien sneaking past and tying Brad’s shoe laces together.

While Brad mocked the man Cerebra hurried back to Ben as he prepared to try to sneak past, the man however spotted her.

“Look! That could be one of the survivors of that fateful crash!” he excitedly cheered, accidentally drawing Brad’s attention to Ben.

“Hey! Get back he-OOF” Brad’s attempts to chase our young hero caused him to trip forward, colliding with the alien nerd and allowing Ben (and Cerebra) to reach the slide.

Passing by a surprised Gwen, Ben flashed her a cheeky grin “Race you to the bottom!” leaping down, Gwen managed to spot Cerebra as Ben held her to his chest. The diminutive ‘hero’ wearing the most satisfied grin on her face.

Holding his ‘partner’ tight, Ben whooped and cheered as they made their way down the twisting tube. Each turn caused them to jolt slightly, Cerebra being brushed against him with every turn before they finally splashed into the pool.

“That. Was. AWESOME!” Ben laughed, riding high off both the ride itself and pranking the attendant.

His grin faded slightly as he checked on his partner, still clinging tightly to him but noticeably quivering and breathing hard “Hey are you alright?” he asked, realising just how chaotic it must have been for someone so small.

“I-I’m fine. Just..give me a minute~” she replied shakily. Her face flushed for reasons completely alien (no pun intended) to her naive ‘partner’, just as Gwen finally reached the pool herself.

Surfacing she quickly spotted her doofus cousin and that…’hero’. Her gaze zeroing in on how she was clinging to Ben before acting, in her opinion, very reasonably.

“Gwen what the heck?!” Ben snapped as Gwen swiped at the water, washing Cerebra off and leaving her floundering in the pool.

“Oops, I thought it was a toad. My bad.” Gwen lied brazenly, exiting the pool as Ben angrily followed.

As Cerbra managed to right herself she glared at the young redhead, her anger at being so rudely interrupted blinding her to the figure rising out of the water behind her until it was too late.
As she was snatched up in the figures hands, she found herself confronted by…the alien nerd from the ride?!

“There you are, my little alien ticket to fame!” he said, making a beeline out of the pool towards a lunchbox on a nearby table.

Cerbra struggled futilely against his grip, crying out in outrage “Get your hands off of me you brute! BEN!”

Her cries caught the two young heroes’ attention, their eyes widening in shock as the man stuffed her into the box before making his escape “What the-/GIVE HER BACK!” Gwen/Ben yelled, Ben immediately taking off after the kidnapper with Gwen following soon after.

The man blundered through the crowds of park-goers, narrowly avoiding colliding with Max who was returning from the ice cream stand. While Max shook his head at how rude people could be, he soon brightened up upon seeing his grandkids running up to him…and continuing on past him?

“He’s got Cerebra!” Ben shouted, stumbling as he tried to weave through the crowd. Max took a second to register this news as Gwen also passed by, before (regretfully) abandoning the frozen treats and following after them.

The trio did their best to catch up with the man, though Max eventually fell behind (“I keep forgetting I’m not as young as I used to be” he huffed) Ben and Gwen managed to keep up until he reached his car.
Throwing the lunchbox onto the trunk, the man scrambled into the driver’s seat and sped away as Ben slammed the dial on the watch to no effect.

“Seriously, you pick now to glitch out?!” he growled, attempting to twist the dial to no effect. The faceplate remained on Cerebra’s icon…and Ben felt himself go cold.

As a panting Max finally caught up with them, Gwen suddenly slapped her head “Why are we even panicking about this anyway? She’ll time out soon and-”

“I don’t think that’ll work” Ben cut in, noticeably downcast as he held the Chaquetrix up for them to see.

“Oh no” Max muttered as he and Gwen saw what Ben meant.

Instead of the usual purple or even red, Cerebra’s icon was a dull grey.

-Later-

Howell couldn't stop grinning.
When he had visited the water park he had honestly expected to leave with a few soil samples (maybe even a fragment of the alien craft if he got really lucky!), instead he managed to find a real honest to god alien!
Entering his home, and deactivating his laser grid security system, he set the lunchbox down on the kitchen counter.

“Lights: on” at his command the lights did indeed come one “Prepare dinner” once more the microwave activated on command. Nice to see the home systems were operating perfectly.

Noticing his cat pawing at the lunchbox he gently ‘shooed’ it away “No no. THIS one’s all mine” he giggled, carrying it off to his study (a.k.a his Roswell mancave).

Once inside he transferred the furious alien into a glass jar to better observe his find, crouching down to be at eye level with her.

“Incredible, simply incredible” he said, ignoring her glare as he began listing his observations “Miniature in size, vague frog like appearance yet also unmistakably…feminine” he finished, clearing his throat as he looked away with a blush.

“Unbelievable” Cerebra thought “Such a wonderful day with Ben ruined by this halfwit”

Taking in her surroundings she cast a critical eye over his collection of ‘alien’ paraphernalia “I feel like I should be offended” she mused, eventually noticing a magazine on the desktop.

Howell hurriedly stuffed the magazine into a nearby drawer before she could see (though she had a pretty good guess…). Clearing his throat he attempted to look professional “(Ok, what to ask first?) Where is your homeplanet located? What is your species called?”

The ‘hero’ “tsk’d” and turned away “I’m not wasting my time with this” a loud click caught her attention, she turned back to see Howell using the camera on one of this planet's primitive communication devices.

“Hey, you don’t get to take pictures like I’m some kind of pin-up girl!” she snapped “At least…not for you” she mentally added, flushing at the thought of Ben in his place.

“Oh my..(cough), F-feisty little lifeform aren’t you?” Howell stammered, flustered by her comments. As he hurried out of the room to his computer, he failed to notice his cat slip into his study behind him.

Activating a special programme on his computer, he grinned as the image of an armoured man in a gold mask appeared on screen “Mr Enoch, I have some GREAT news!”

“Mr Howell” Enoch’s cold voice cut through his excitement like a knife “We’ve had more than enough of your blurry photos and fuzzy claims of alien spaceships. I am NOT someone you want to annoy”

Howell gulped “I-I know that sir. But this time is different, I promise you!” sending over his photo of Cerebra, he internally celebrated when Enoch seemed to lean forward with interest “A remarkable specimen, she’s around 8 inches tall and speaks fluent english! Perhaps..the ‘Organisation’ would consider..?”

“I’m sending a car. You’d better not be wasting our time, or resources” the masked man replied, ending the call.

As the screen went dark Howell did an embarrassing victory dance, making his way back to the study “Howell Wainwright, alien discoverer! Heehee, let the fame and fortune begin” turning to the desk his good mood evaporated as he found only his cat, the lid of the jar and one of his vacuum bots cleaning up shards of glass “Nooo!”

While Howell was freaking out over his missing proof, Cerebra had made her way into the kitchen as she escaped two more of his vacuum bots. Breathing a sigh of relief as she reached the top of the counter, she soon noticed Howell’s house phone.
A crude technology, but beggars can’t be choosers, she raced over and began to dial.

Meanwhile in the Rustbucket, Ben paced back and forth stopping only to try to reactivate the Chaquetrix to no success before continuing.

“Ben I get that you’re worried….BUT GIVE IT A REST ALREADY!” Gwen snapped, the constant stomping of his feet and harsh beeps from the watch having worn out her patience.

“My friend’s in danger and I’m stuck here, and this thing (he held up the watch) is useless!” Ben’s anger faded as he slumped against the table.

Max gave him a sympathetic look “Don’t worry Ben we won’t give up on finding her, but until we can find some kind of lead-”

As if in response to his request, Gwen’s cell phone began to ring “Hello?” she greeted hesitantly.

“Ah Gwendolyn, so the number was correct” a familiar voice replied.

“Wait, Cerebra?” Gwen hurriedly put the call on speaker, as Ben rushed over to the passenger seat.

“Cerebra! Are you ok?”

“A lot better after hearing your voice, big boy” she flirtatiously answered, Gwen and Max’s faces twisting at her pet name for him.

“Catch up later (or never), do you know where he’s taken you?” Gwen cut in, taking quiet satisfaction in Cerebra’s disappointed sigh.

“Very well” there was the sound of scraping, probably Cerebra dragging the phone along beside her, before she answered “Hmm there appears to be a mountain peak 13.2 miles, with a vertical angle of 45 degrees-”

“Hey genius, how about something useful, like a street name?” Gwen snarked, rolling her eyes at Ben’s complaints about using math.

“Hmm? Oh yes of course, it’s Ripley-GYAH!” and with her startled cry the line went dead.

“Cerebra!” Ben called out in panic as Gwen hastily grabbed Max’s roadmap “Ripley Avenue, Ripley Lane and Ripley Drive. But which one is it?”

“We’ll need to check them all” Max stated determinedly “Buckle up, this is gonna get rough” he warned, speeding off to the first location.

-Moments Earlier-

“Hmm? Oh yes of course, it’s Ripley-GYAH!” Cerebra screamed, falling back as a metal shutter slammed down over the window. The phone tumbling from her grip and sliding off the counter, shattering against the floor.

Hurrying to her feet she heard the sound of footsteps approaching, she had no time to react as Howell snatched her from the bench.

“You’re not going anywhere!” his attempt to be intimidating failed miserably. His obvious embarrassment at having her so close…wait.

“Ugh, come on Cerebra. Do it for Ben” she thought, fighting back the urge to wince as she put on her best sultry look.

“Oh my, are all the males of your species so…forward?~”

“I..uh…what?” he stammered, thrown off by her sudden shift.

“Abducting me and bringing me to your base, you’re not planning on ‘probing’ me are you?~” she mentally gagged at the thought. The things she does for her partner.

“Me?! Probe you? I…um that….oh my” he blushed, unable to meet her gaze as he tugged at his collar with his free hand.

In his flustered state his grip slackened, and Cerebra wasted no time in exploiting it. Shimmining out of his grasp she raced up his arm, reaching his neck before he could realise what had happened and pulling his glasses off his face.
As he fumbled to catch them, the ‘hero’ dropped to the floor and sprinted for a nearby vent opening, successfully slipping inside as Howell managed to secure his glasses.

“You think you can make a fool of me?! You’re in MY house, and there’s nowhere you can hide from me!”

While Cerebra engaged in a game of cat and mouse with her captor, the Tennysons had been busy checking out the three ‘Ripley’ streets with no luck.
Inside the Rustbucket Max sat drenched from an incident with some sprinklers, Gwen was brushing cobwebs out of her hair and Ben had to change his shirt after an angry dog took a bite out of it.
Needless to say their spirits were low.
Dropping into the couch, Ben cast another look at the unresponsive Chaquetrix and the greyed out icon on screen.

“We’ll find you, I promise.” he vowed quietly, his face twisting into a scowl “And then we’ll kick that alien geek’s a-”

As Howell watched his house’s security cameras, he had a sudden feeling of dread. Shaking it off he desperately checked each feed, eventually finding his target…in the power room?

“Oh no” he groaned. Cerebra gave a cheeky wave to the camera before flipping the switch on the power box, plunging the house into darkness and killing the feed.

Howell grabbed a flashlight and rushed out into the house, unaware of the diminutive ‘hero’ creeping past him into the living room. Spotting the fireplace, Cerebra climbed inside only to find her escape blocked by some shutters.
Locating the switch to open them she flinched as the sounds of scraping metal and falling soot echoed out into the room, starting to climb the chimney soon lit up as Howell aimed his flashlight up.

“I’ll smoke you out if I have to!” Cerebra heard him yell, the crackle of flames and clouds of smoke soon following.

As she hacked for breath her grip weakened, leaving her at the mercy of gravity as she tumbled towards the flames. Closing her eyes she missed Howell place a small net into the opening, saving her from the flames but leaving her trapped once more.

“Got you!” he sneered, placing her into a new jar “And this time I’m not letting you out of my sight”

“My, what a charming personality” Cerebra replied sarcastically “You must be real popular with the ladies”

“Oh I will be. After I get the fame YOU’LL bring me”

Their argument was interrupted by the sound of the front door being thrown open.

“Ben?” Cerebra whispered, as the sound of three sets of footsteps drew closer…

-Moments Earlier-

Ben was anxious, they were running out of options and STILL hadn’t found Cerebra. Sighing he shifted his gaze out of the window…and gasped.

“Grandpa, stop!”

Max slammed on the brakes, turning back to his grandson as Gwen moved to look out the window too “Ben, what’s wrong?”

He and Gwen soon spotted what had caught his attention.

Sitting in the driveway of the house across the street was a very familiar looking car. The pair barely had time to register this before Ben was out the door.
Rushing after him, the trio soon found themselves standing in front of the door. Ben turned to Max, determination etched onto his face.

“She’s gotta be here” he said, Moving back as Max raised his foot.

“Let me ‘knock’!” he grunted, kicking open the door…and being confronted by a snarling dog and an (understandably) angry old woman in a wheelchair.

“Brutus, sic boy!”

As Max was tackled past them to the floor by the snarling hound, Ben and Gwen noticed the house across the street as they turned. Three armoured men in trench coats exited the house, carrying a glowing box with Cerebra inside while also pushing the man from the water park into their car.

“Oh you are kidding me” Ben muttered flatly, Gwen sharing his disbelief as the mysterious men drove off. Speeding off down the street and out of sight.

“Grandpa, those men took Cerebra” she said, blinking in surprise as Max subdued the dog by placing two fingers at a particular spot on its head. “..Neat trick”

“Thanks, now come on. We need to figure out where those guys went” Max replied, the trio heading over to search for clues.

The search inside the house turned up little of use, his alien man cave having nothing more than toys and obvious fakes. Pulling open one drawer, Ben found a magazine featuring a scantily clad female “alien” in a strange (seductive) pose on the cover.

“Huh? They don’t even look like real aliens” Ben said, flicking through and drawing Max and Gwen’s attention. Seeing the magazine, Gwen flushed red while Max snatched it from his hands.

“I don’t think this is what we’re looking for, let's try another room” he suggested awkwardly.

Entering his computer room, Gwen quickly discovered a cell phone sitting on the desktop. Searching through it revealed the photos taken by Howell, which she showed to Ben and Max.

“What is he trying to make his own one of those dumb magazines?” Ben asked sarcastically “It would be better ‘cause it would have a real alien in it, I guess” he mused innocently, as Gwen cast a cautious glance at the watch.

“I really hope they can’t hear us in there” she muttered. The last thing they needed was for them to get any ideas.

“Looks like he sent these photos to someone recently” Max loudly cut in, ending that train of thought while checking Howell’s recent call history “If we can get a reverse trace on that number, it should lead us to where they’ve taken her”

Gwen gave him a questioning look “And where did you learn to do that?”

“Uh…needed to track down a customer who wouldn’t pay once” Max replied, hurrying off to start the trace and escape the conversation.

While that was happening Ben’s fists clenched, they wouldn’t have needed to do this if the dumb watch had worked!
Glaring at the Chaquetrix he angrily smacked it against the desk…and blinked as it chimed ready.
Mechanically bringing the watch around, Ben found that while Cerebra was still greyed out he could properly scroll through the other icons once more.
Feeling his eye twitch, Ben glared at the device.

“Are. You. KIDDING ME?!”

Meanwhile, Cerebra wasn’t having such a great time herself. Trapped inside an energy shielded box, she stumbled as it was placed down on a desk before an Enoch.
Cerebra glared defiantly as he leant forward, his mask making it impossible to gauge his thoughts and yet she felt how intense his stare was.

“You were right Mr Howell, she is indeed a remarkable specimen” he commented, Howell regaining some confidence at his apparent praise.

“Heheh, told you. So what are we thinking? Joint news interview, or hitting the talk show circuit?” he asked eagerly, Enoch steepled his hands and leaned back.

“We prefer to keep our ‘discoveries’...private” as a pair of hazmat suited men arrived to take Cerebra away, Howell started to feel he had made a terrible mistake.

“W-where are you taking her?”

“Our scientists have a few tests to run” Enoch replied, rising from his chair.

Howell moved to intercept him “I found her, she’s mine!”

Howlell could feel the mocking look through Enoch’s expressionless mask “She’s OURS now” two of the trenchcoated guards grabbed Howell by his arms “And you just became…disposable”

Howell soon found himself being thrown down a flight of stairs, getting to his feet he adjusted his glasses as he mentally kicked himself for getting into this mess.

“They can’t do this, to either of us!” As a guard opened a door beside him he managed to slam it shut in their face, hurrying to find where they had taken the ‘hero’.

Outside, the Tennysons hid in a bush as they observed the castle-like manor house that Cerebra had been taken to. As a ‘knight’ patrolled the grounds, Gwen couldn’t help but ask “Who ARE these guys?”

“They call themselves the organisation” Max explained, missing the surprised looks on his grandkids faces “They’re a well financed secret society, focused on collecting alien technology”

Gwen and Ben shared a suspicious look “And you know that how?”

Max pointedly did not look at them “You..uh, hear a lot of gossip when you travel as much as I do”

While Gwen seemed unconvinced, Ben stepped out of the bush and activated his hoverboard “Ben wait, we need a plan of attack!” Max said, moving to pull him back.

“I HAVE a plan. Attack” Ben snapped back, lifting off and quickly speeding off towards the walls.

As he reached the top he slammed the board into the face of the stunned guard, drifting back Ben slammed the dial on the watch down as the guard recovered. As the flash faded the guard raised his spear, ready to deal with the young hero…and instead found himself staring down a beaut-distgusting! He meant disgusting, crystalline alien!
Steeling himself, the guard let out a vicious warcry and stabbed forward. The blade struck her skin and stopped dead, leaving him unbalanced as Crystal Knight countered with a swift uppercut.
As he collapsed backwards, unconscious before he hit the floor, Max and Gwen finished climbing a tree beside the wall. After helping them across the gap, Max and Gwen glared at Ben.

“Thanks for ditching us dweeb” she snapped, Ben looking away at Max’s disappointed look.

“Sorry, but I could wait any longer. I couldn’t save Cerbra at the park or at the house, but I CAN here” picking up the guard’s spear, Ben stared at the doorway leading into the castle with determination.

“It’s time we get my partner back”

Gwen reluctantly had to admit, the dweeb almost seemed cool there. A dreamy sigh from nearby snapped her out of her thoughts, as Crystal Knight swooned beside her.

“So determined, I could get used to this~”

As Gwen stuck her tongue out in disgust, Max had a nostalgic look on his face “This kinda reminds me of how I met Verdona. Guess rescuing attractive aliens runs in the family” he thought before shaking his head “Nope, not going there”

“Hey enough talking, more butt kicking!” Ben called, already steering his board down the staircase.

“Right behind you Partner!”

Back with Cerebra, the miniature alien found herself strapped to an oversized (for her) operating table. Struggling against her restraints she flinched as a scientist activated his console, a series of mechanical tendrils descending from above.

“Uh I’ll be honest, I’m not really into tentacles” she joked, gulping as one of the tendrils split open to reveal a laser cutter

Before the scientist could start the dissection, the door behind him slid open as another hazmatted scientist entered holding a fire extinguisher. The first turned, head tilting curiously as they approached.

“Here let me help you with this” the second said, suddenly swinging the extinguisher up and knocking the first scientist senseless.

The sudden betrayal was soon followed up by another surprise, as the ‘traitor’ removed their hood to reveal himself to be Howell!

“You?! What are you doing here?” Cerbra asked in disbelief, watching as he took control of the tendrils to cut her free.

Before he could answer the door slid open once more, two more scientists entered the room only to drop their supplies as they registered what was going on.

“Back off! Aliens are people too…kind of” he finished quietly, as he directed the tendrils to restrain them.

Moving to help the ‘hero’ down from the table he failed to notice the first scientist stagger back to his feet. As Cerbera reluctantly hopped onto Howell’s hand the scientist charged, tackling Howell to the ground and sending her tumbling across the floor.
Looking back she caught Howell’s eye as he grappled with the scientist, he nodded at her and she nodded back.

“I’ll make my way out of here and try to contact my partner.” she said.

“And then you’ll come back and help me right?”

“...Sure.”

Not giving him time to react to her lackluster response, she raced out of the room as fast as her tiny legs could carry her. Rushing out into the hallway she skidded to a halt as one of the guards smacked into the floor in front of her, his weapon sliced in half by a crystal shard.

“Can it be?” Cerebra asked, hope swelling up in her as two very familiar figures stood at the end of the hall.

“Cerebra!” Ben called out, hopping down from his hoverboard to scoop up the stunned alien “You’re ok!”

“...You came for me” her voice was quiet and filled with an emotion Ben couldn’t quite understand.

Holding her up to eye level, he flashed her a smile that made her heart melt “Of course I did. We’re partners, we’ve always got each other’s backs right?”

Cerbra smiled back, her grin shifting from grateful to flirty as the full details of the situation began to sink in.

“Storming a castle to rescue me? Well I’m no princess, but I’m sure I can think of a suitable ‘reward’ for you~”

“Ahem”

The pair turned to see Crystal Knight, Max and Gwen waiting behind them. While Gwen and Max shared a long suffering look, Crystal Knight appeared torn between relief and jealousy at the attention her fellow ‘hero’ was receiving.

Ben however remained oblivious to the tension, patting Crystal Knight on the arm reassuringly. The ‘hero’ blushing at the unexpected contact. “Don’t worry, I know I couldn’t have done this without you guys. We’ll celebrate after we get out of here ok?”

“I’ll look forward to it” Cerebra agreed, Gwen rolled her eyes in response.

“I think you had enough fun at the water park” she snarked, Max turned to her in concern “Wait, what happened at the park?”

Cerebra froze up as Crystal Knight wheeled on her in shock “First Armizon and XLR8 get to have a spa day with him, now you get to visit a water park? When’s it my turn?!”

Ben held a hand up placating “Whoa, sorry. I didn’t realise you felt so left out (“Not in the way you’re thinking” Gwen muttered, earning a glare for the interruption) I promise, next park or beach we go to I’ll call you out for some fun ok?”

While Max facepalmed at Ben’s phrasing, Crystal Knight turned away flustered but happy. She never got to reply as the sound of dozens of stomping metal boots echoed through the hall.

“Let’s save the chatter for when we’re out of here” Max said, urging the group to hurry down the hall.

As the crept through a courtyard they spotted the shadows of a group of guards approaching from another hallway, Crystal Knight shifted one of her arms into a blade before Max held her back.

“We don’t know how long you’ve got left. Better avoid drawing their attention”

The crystal ‘hero’ reluctantly had to agree, the group ducking into the closest room just in time to avoid the patrol. Inside the room they were greeted by sixteen pedestals, each topped with a piece of alien tech.
As they took a step forward the floor lit up, lines of light moving to connect all the pillars in a circuit like pattern. Unaware of the alarm they had just triggered, the group made their way through the room while taking in each of the items.

“What is all this stuff?” Ben asked, looking at a sword like artifact.

“These guys probably don’t even know what this stuff does” Crystal Knight said, Gwen’s brow furrowed “Or worse, maybe they do” she replied, giving a clawed gauntlet a wary look.

“We need to destroy all of this. This collection it far too dangerous to leave in their hands” Cerebra said, pausing as she passed a small ‘plug’ like device “Well most of it is”

“Hope they washed that” Crystal Knight muttered, much to Ben’s (and even Gwen’s) confusion and Max's embarrassment.

As they made their plans the wall across the room shifted into a large archway, Enoch, a squad of knights and a captive Howell entering the room.

“Spread out and find them!” Enoch ordered, the knights fanning out while Howell was held at sword point by the golden masked villain.

As the knights searched the room, our heroes crouched down behind the large central pedestal. Cerebra, taking stock of the nearby technology, began sharing her plan with the group.

“Gwendolyn, grab that pulse hypercore. Max, the Gallinium capacitor” pointing out the objects in question “Big boy, I’ll need a boost up into this power generator”

As the Tennysons set about their roles a knight stumbled upon them “They’re here! To arms bro-HURK!” He was cut off as a flurry of crystals knocked him off his feet.

Shifting both her arms into blades Crystal Knight rushed out of cover to engage the remaining knights “Do what you need to, I’ll keep them off your backs”

A trio of knights, two spearmen and one with a sword and shield, rushed to confront her…and hesitated.

“Do..uh…do all aliens look like her?” one spearman whispered, the swordsman held up his blade to silence him.

“Do not be tempted brothers, our mission is greater than her alien charm” he began confidently, though his tone shifted as he got a good look at his foe. Her skintight leotard highlighting some impressive…treasures “...George help us” he gulped, as she sprang into action.

As she tore through the stunned guards, her crystal blades easily sliced their weapons in half while any lucky energy bolts glanced off her skin. Seeing the emerald beauty gracefully dispatch him men Enoch and Howell, surprisingly, shared the same thought “Magnificent”
As more knights began to enter the room, Cerebra hurried to connect the pieces of technology together. Just as she connected the final piece a familiar beeping began to echo through the room, Crystal Knight glancing down at her badge in frustration.

“Not now!” punching the floor, a wall of crystal rose up to shield the Tennysons as she vanished in a flash of red.

As the knights were forced back Cerebra climbed out of the generator as it activated, arcs of electricity lashing out into the ceiling. Seeing this Enoch’s eyes widened beneath his mask.

“That reaction will decimate the mansion, all forces retreat!” he ordered, his knights carrying their wounded comrades out as the generator became more unstable. Seeing Howell try to back away, he grabbed the would-be alien hunter by the neck “Not you Howell. Your little alien and her friends have cost us enough!” throwing him towards the centre of the room, Enoch made his escape.

As Ben went to pick Cerebra up she brushed against the Chaquetrix, the device chimed loudly and she vanished in a flash of red. Despite the situation, Ben stared at the watch in disbelief “Seriously, it was that simple?!”

“Complain later!” Max yelled, pulling Howell to his feet as the group also made their escape.

They barely made it clear as the castle was engulfed in a violent storm of electricity, collapsing in on itself leaving a barren patch of land where it once stood.
As they all caught their breath, Howell looked around in confusion.

“Where did the aliens go, did you see them?”

Ben glared back at him “No, now beat it!” he snapped, Max and Gwen giving their own glares to the former kidnapper.

Howell held up his hands in surrender “Ok, ok! I’m done with alien’s anyway” he chuckled nervously, making a swift exit.

The next morning Ben resummoned Cerebra to make sure the watch still functioned, the two chatting at the table with Gwen keeping an eye on her.

“I’m glad you're back, but I wonder why the watch freaked out like that?” Ben wondered, Cerebra waved her hand dismissively.

“Probably something stupid, like the DNA splicing replicator copying a fragment of amino acid sequence” she said, earning blank looks from the young heroes.

“...Sure let’s go with that” Ben replied flatly “Anyway at least it’s working again” As if to mock him the Chquetrix let out a small burst of red static, startling the three of them.

“...You really need to get that thing fixed.” Gwen said nervously.

“I knew sparks flew between us, but this feels a little much” Cerebra jokes, while Gwen (not so) playfully flicked the back of her head.

“Maybe we need to get you ‘fixed’ too”

As the two girls fell into an argument, Ben went to talk with Max “You think we’ll run into those ‘organisation’ guys again?”

Max sighed “Knowing our luck, almost certainly”

Back at the crater that was their castle Enoch sat inside of his personal limo, eyes fixed on the laptop in front of him. On screen were images of the Tennysons and the two alien ‘heroes’.

“Find out everything you can about them, they pose a serious threat to our organisation” he ordered, his eyes lingering perhaps a moment too long on the images of Crystal Knight and Cerebra before slamming the laptop shut “A serious threat indeed” he grumbled, ignoring how warm his face felt as the limo pulled away.

-Non Canon Omake-

As Cerebra returned to the Chaquetrix she let out a sigh of relief “Ah, home sweet home”

She soon realised her fellow ‘heroes’ were giving her proud yet jealous looks “Is there a problem?”

Heart’s Fire held up a screen, on it were the names of all the currently active aliens with a number next to them. All except her had ‘zero’ besides their names while she had ‘one’.

“So Ultra-T found out this little feature, it keeps track of how many times we’ve been…’satisfied’. Care to explain?” she asked, Cerebra chuckled embarrassedly.

“Eheh… it-it was really just a happy accident” she tried to explain “The waterslide was more…turbulent than I expected but..”

“THIS is what happened at the water park?!” Crystal Knight cut in, the others letting out frustrated groans.

“Lucky little…I can’t even get a kiss” XLR8 pouted.

“How come she gets to be the first to see him shirtless?” Ripjaws complained, Armizon pointedly looked away “Yeah…so unfair” she chuckled nervously.

“Now girls I…” she trailed off as Scream Queen appeared behind her “...N-now Scream Queen…”

“Relax I’m just going to congratulate you” she replied icily “I believe the Earth tradition is…a ‘friendly’ punch in the arm” she continued, pulling her fist back.

“Ahah..that won’t be necessary-NO WAIT!”

Outside, Ben flinched as the watch let out another burst of static “YEOUCH! Seriously, what is this thing’s problem” he grumbled, shaking his stinging arm.

Chapter Text

At a rundown apartment complex outside of Chinatown, a wrecking ball operator smiles in satisfaction as he steers the ball into the side of the building.

“Getting paid to smash stuff, you gotta love this job!” he chuckles to himself, shifting the crane back for another swing.

“Oh crap, JOE STOP!” a panicked voice calls out, Joe looking out the cab’s window to see his supervisor ‘Bob’ waving frantically and pointing at the building.

Turning back to the building he saw the cause for Bob’s worry, as standing in the newly created hole in the wall was a young woman. She was dressed in ragged grey sweatpants, a grimy hoodie and a well worn long brown leather coat. Her skin was a strange blueish green, her gaunt face framed by long stringy black hair.

“Get out of our home” she hissed, unnaturally sharp teeth visibly as she leered down at them.

“Oh great, it’s THIS nutjob” Joe groaned, pinching the bridge of his nose as Bob held up some paperwork.

“Sorry lady but this building is condemned, Councilwoman Liang’s orders”

The woman sneered, eyes glowing as swarms of wasps flooded out from the building. The workmen barely had time to scream as they were engulfed by the swarm and lifted into the air.
Bringing them close, she delighted in their terrified expressions as dozens of beetles scuttled out from under her clothes.

“Orders?” she asked mockingly, “A Queen takes orders from no one!”

Across the city Ben lets out a cheerful laugh, riding on Stingwing’s back as she follows a speeding red sports car. Below Ultra-T followed on (in?) a possessed motorbike, easily weaving through traffic in her pursuit of the fleeing thief.

“He’s pulling away, let’s slow him down” Ben said, Stingwing grinning eagerly as she dove down for a strafing run.

The thief, celebrating his ‘clean’ getaway, suddenly had to swerve wildly as a series of green slime balls hammered the road around him “What the he-” looking up his jaw went slack “...Is that a sexy bug lady?”

His distraction gave Ultra-T a chance to close the gap, forming an energy spike from the side of her front wheel, she rammed the rear wheel of the car.
Its tire shredded, the hapless thief tried and failed to keep control as the car finally came to a stop, crashing side-on into a parked car.
Weakly raising his head, the thief watched as a driverless black motorcycle with purple highlights skidded to a halt beside him.

“No way!” he gasped, the bike speeding off as a police cruiser (finally) caught up with him.

Around the corner, Ultra-T detached from the bike as Stingwing landed nearby. Ben slid off her back as he held up his hands for a high five with the ‘heroes’.

“Awesome work you two. I felt like I was in one of those cop shows” he laughed, Stingwing and Ultra-T standing taller at his praise.

“A successful takedown” Ultra-T agreed “Though perhaps next time you could…’ride’ me?” her circuits flashing as she shifted beside him.

“Really? I’ll look forward to it” Ben excitedly agreed, watching as Ultra-T’s circuits seemed to go into overdrive and…smoke?

Wiping the sweat from his head, Ben noticed that Stingwing also seemed a bit flushed “Jeez it’s hot today. I could go for a cold soda right about now, celebrate a job well done y’know?”

Ultra-T hummed thoughtfully, noticing an ice cream delivery truck parked just down the road “I believe I have a suggestion”

Ben weighed the pros of a cool treat against the cons of stealing “...Well I suppose we earned ONE” he agreed.

As Ultra-T lifted the door up, Stingwing and Ben clambered inside, eager to escape the heat.

A few minutes later, Max and Gwen exited the Rustbucket as they watched the thief being shoved into the backseat of the cruiser.

“I’m telling you, the bike was moving on its own! And there was this sexy bug lady that-”

Quirking a brow, one of the officers turned to his partner “Might need to add a D.U.I charge”

Mildly amused at the exchange, Max soon realised something important “Wait, where’s Ben?”

A loud sneeze from the next street over caught their attention, turning the corner they found Ultra-T and Ben tending to a sniffling Stingwing. “Do I even want to know?” Gwen asked, seeing Ben’s sheepish expression.

“Eh-heh. So, it turns out Stingwing REALLY doesn’t like the cold” he explained, Max and Gwen shifting their gaze between the trio and the ice cream truck.

“Celebrating stopping a thief by stealing some ice cream. 10/10 heroics there” Gwen snarked.

“I-it was on-only on-ACHOO!” Stingwing whined pitifully as they timed out. Max gave Ben an unimpressed look as he gave his best ‘innocent’ grin.

Back in the R.V, Ben huffed as Max forced him to get his temperature checked “Seriously grandpa, I’m fine” he protested “I don’t even feel sick”

“Your temperature’s a little high” Max replied, Ben scoffed “Yeah, because it’s summer?”

“I don’t want to take any chances” Max stroked his chin thoughtfully “Hmm, Chinatown is nearby. I could stock up on ingredients for my famous ‘San Ju Yen Pen’ soup, just in case”

“Why bother? The dweeb’s got a whole box of cold medicine already” Ben argued, Gwen rolling her eyes as she put the box away.

“No way, these supplies are for me. You can deal with your girlfriend’s germs yourself”

“How many times do I have to say it? They’re NOT my girlfriends!”

“Not for lack of trying on their part” Gwen snarked back.

“You know you seem really obsessed with that idea. You sure YOU’RE not the one who wants to date them?” Ben joked back, Gwen going pale at the thought.

Max tiredly rubbed his face behind them “Let’s just…let’s just go”

It turned out that there was a parade going on in Chinatown when they arrived. Ben and Gwen, waiting for Max outside a pharmacy, watched a group of people in a chinese dragon costume lead the festivities.

“You think there are alien dragons?” Ben asked curiously, Gwen actually pausing to consider the question “Huh, maybe that’s where we got the stories from”

The pharmacy’s door chime alerted them as Max exited the store, huffing in disappointment as he held up a jar. “It’s so hard to find fresh potaikadon root these days. Everything’s freeze-dried now.” he complained.

As Ben opened the jar and gave it a curious sniff (before swiftly regretting it), Gwen crossed her arms as she stared Max down “And, where did you learn to make this?”

“A monk in Guangdong, China” he replied, before noticing her suspicious look “Hey they have plumbing in China too you know” he weakly defended.

A convenient announcement over a speaker system proved a useful distraction, with the trio’s attention being drawn to a small stage where a smartly dressed woman was giving a speech.
Councilwoman Liang smiled and waved to the crowd, accepting their applause.

“Ladies and gentlemen, I’d like to thank you all for your support for my downtown redevelopment initiative. It’s truly a dream come true”

She paused to wave away a wasp that had landed on the mic, drawing her hand back as another appeared…then two more.

Soon the whole crowd was in a panic as hundreds of wasps descended on the rally, Liang finding herself surrounded as the disheveled woman from the apartment building arrived atop a cloud of insects.

“I’d say this is more a nightmare, councilwoman” she spat, eyes glowing a sickly yellow as the insects continued to swarm “You won’t tear down our home, WE won’t let you!”

“Wait, I know you.” Liang said, flinching as several insects began to land on her jacket “Clarice right? You’re the nut job who wouldn’t leave!”

Clarice grinned sadistically, gesturing for the insects to engulf the terrified politician and lift her into the air “Now now, is that anyway to address royalty?” she asked mockingly.

As Laing shivered, Clarice brought her closer “Oh, don’t be afraid. We’d simply like to invite you for dinner…’you’re’ the main course!”

Having seen enough, Ben brought the Chaquetrix up and swiftly made his selections “It’s hero time! Stingwing, Wild-Gal you ready to go?” he grinned, only to step back to avoid a glob of slime.

Stingwing sniffled, wiping her face as Wild-Gal whined pitifully shifting from side to side as if lost. Moving to check on her, Ben placed a comforting hand on her neck…and quickly pulled back with a grimace.

“Ugh, what the heck?” he stared at his hand, covered in a clear slime as Wild-Gal whined again.

“Rrr..Ben…no see…” she whimpered, Ben using his other hand to pat her head.

“What’s wrong with her?” he asked, as Gwen cautiously made her way over.

“Oh! Wild-Gal uses those ‘gills’ on her neck to see. She must have caught a cold from ‘Snotwing’ over there (“Hey! ACHOO”) and now they’re all gunked up” Gwen explained, feeling sympathetic towards the feral ‘hero’ for once.

That feeling faded when Ben wiped his hand on her shirt, Gwen letting out a disgusted shriek as she jumped back “BEN! This was my new blouse, now it’s got alien boogers all over it!”

Her misfortune didn’t end there as Stingwing sneezed once more, catching the front of her blouse as well. Gwen watched in stunned horror as Stingwing’s slime burned a hole in the stomach area of her blouse, the ‘hero’ nervously flickering her wings as Gwen glared furiously at her.

“Umm (sniff) I’m sorry?”

“Well, uh…look on the brightside. It got rid of Wild-Gal’s mucus, and crop tops are in this year…yeah?” Ben attempted to calm the situation, backing up as Gwen turned her glare on him.

“...I’m gonna help Wild-Gal. Make sure she doesn’t run into a wall or something” he said meekly, hurrying to the ‘hero's’ side.

“Ok, you can’t ‘see’ right now, so I’ll ride on your back and try to give directions. You ready?”

Honestly, Wild-Gal thought this was a terrible idea.
But it was a terrible idea that involved Ben, effectively, straddling her so caution to the wind!
She let out a roar…and immediately charged into a lamp post.

Ben winced “Uh, good…enthusiasm, but maybe wait for me to give directions first?” the ‘hero’ gave an embarrassed growl “Ok, left. NO not that far!”

Ben struggled to get Wild-Gal to follow his directions, though he had to admit this was a lot harder than it seemed in his head, and they found themselves heading for a food stand.

“Wild-Gal stop….stop…HIT THE BREAKS!” in apanicked reflex, Ben yanked back on her fur as he flinched away from the upcoming collision. Wild-Gal let out an odd sounding whine and skidded to a halt.

Ben released his grip, worried that he'd hurt her “I’m sorry! It was an accident and-”

“H-harder…”

Ben blinked in confusion “Say what now?”

He never got an answer as a chittering scream came from overhead, Ben looked up to see Stingwing spiralling wildly into a banner. “Ugh, I thought being tied up would be more fun”

Unable to support her weight the banner snapped, sending the entangled ‘hero’ crashing to the floor. Letting out another sneeze that burned through a bench some civilians were hiding behind.

“Umm (sniff) do any of you have a tissue?” she weakly jokes.

Ben felt his face burn in second hand embarrassment “Ok, so this wasn’t the best start. Let’s try this again and-”

“They’re gone” Gwen cut in.

“Huh?” whipping his head around Ben saw that Gwen was right, the bugs and the councilwoman were long gone. The Chaquetirx chose this moment to add injury to insult, timing out and letting him drop unceremoniously to the floor.

After making their way back to the Rustbucket in defeat, Gwen searched for any info online while Ben stared at the watch in concern.

“Looks like Stingwing’s cold has spread to the rest of the…uh, ‘heroes’. Didn’t expect them to be affected that badly” Max said, working on preparing his (pungent) soup ‘just in case’.

“Oh perfect, a crazy lady with a bug army is on the loose and everyone’s out with a dumb cold” Ben collapsed back into the couch with a frustrated sigh “Not looking forward to round two”

“That’s too bad, because it might be coming sooner than you think” Gwen replied, turning her laptop around “Our ‘bug lady’ was arguing with the councilwoman over an apartment building, well the only apartment building left to demolish downtown is here” she tapped the address “8610 Chester Street”.

After a short drive, our heroes found themselves outside a worn down and decaying apartment building. Staring up at it, Gwen took a diplomatic approach.

“Well, it’s a nice place to visit, but I wouldn’t want to live here” she joked, wrinkling her nose as they passed a particularly rotten doorway.

The aged floorboards creaked under their feet, the trio slowly making their way up as they searched the floors. Passing through one room Max noticed a series of newspaper clippings on the wall, the most prominent featuring a story on how cockroaches could survive a nuclear blast.

“Well, that has unsettling implications” he thought, Gwen keeping her distance from a large spider’s nest.

“Bleh, I think we’re getting close” she commented, as Ben brought up the watch to make his selections.

“Ok, let’s hit them hard and fast” two flashes later and Ben’s confidence faltered “...Or not”

Armizon’s skin appeared faded as she stood with her arms held tightly at her sides, while XLR8 fell backwards onto her butt as her shaking legs gave way.

“You guys o-nevermind, stupid question” Ben cut himself off at Gwen’s look of ‘really?’ “How bad is it?”

“Pfft, Whaaat? I’m fine coach, let me at ‘em” XLR8 slurred, trying and failing to get up.

Armizon stiffly gave a thumbs up, only moving her arm at the elbow “Yup (sniff) totally fine” she lied unconvincingly.

Gwen pinched the bridge of her nose “I can already see how well ‘this’ will go” she sighed.

Ben attempted to pull the speedster back onto her feet, only for her to collapse forward on top of him. Max rubbed his face tiredly “Of course”

Now straddling her ‘partner’ XLR8 giggling to herself as Ben pushed her into a sitting position. Pulling his hands away from her bodysuit he grimaced at how sweaty it felt. “Why are you so wet?”

“How could I not be in this position?~” she asked huskily. Gwen, flushing bright red, choked at how blatant she was being as Max was reminded of his time with Xylene. “Did not need those thoughts right now” he grimaced.

“Great, first she can’t stand and now she’s talking nonsense” Ben grumbled, managing to extract himself from under her. Much to the ‘hero’s’ disappointment.

“You have to be messing with us, not even you can be this dense” Gwen snapped, Ben simply tilted his head in genuine confusion while Max held up his hand for silence.

In the silence, the faint sound of a woman’s panicked whimpers could be heard coming from above them. “That must be Councilwoman Liang, sounds like she’s just above us”

Ben’s brown furrowed as he turned to his ‘partners’ “Armizon, you’ll need to take the lead on this ‘cause XLR8…” he trailed off, everyone watching as she once again failed to stand “...has her own problems”

Taking a deep breath, Armizon knelt down and picked up her fellow ‘hero’ bridal style as they all made their way to the stairs. XLR8 snuggled her head up against Armizon’s chest, Max looking away to wipe some blood from his nose at the sight.

“Hey coach, you should try this! They’re sooo soft” Armizon flushing at both the speedster’s words and invitation.

“What is wrong with you?/Yeah I know” an embarrassed Gwen/ distracted Ben replied at the same time. Ben pressed on, unaware of Gwen’s mortified look with Max needing to snap her out of her stupor (and squash some inappropriate feelings of jealousy).

Reaching the next floor, the quintet easily spotted the captive councilwoman. As Max moved forward the help she, very carefully, held up her hand in a ‘stop’ motion.

“Wait…black widows” she whispered, our heroes stepping back as they spotted the deadly arachnids crawling over her.

“What do we do?” Gwen hissed, the group (minus XLR8) attempting to figure out a solution…then Armizon sneezed.

Liang closed her eyes and took a calming breath, her black widow issue having been replaced with the far safer, yet more disgusting, alien mucus issue.

“(sniff) I am so sorry” Armizon said, her nasally voice drawing a giggle from Gwen. The muscular ‘hero’ perked up when Ben elbowed his snickering cousin in the side disapprovingly.

“It’s…ok. Let’s just get out of here and NEVER speak of this again” Liang said.

Before they could move, swarms of bugs began to crawl out of the walls, Armizon passing XLR8 to Ben and (a reluctant) Gwen as she moved to cover the group.
Clarice appeared in the rafters overhead, eyes glowing as she directed her insect minions.

“You’re trespassing” the bugs gathered into a colossal, fist-like shape “Time for you humans to learn your place!”

“MOVE!” Armizon barely had time to raise her arms in defence, the living tide crashing into her and knocking her off her feet.

As Max pulled the councilwoman clear, XLR8 tried to focus on their enemy “Alright coach…and red, point me at her. I’m having a ‘little’ trouble seeing straight right now”

Ben gave her a concerned look “Are you sure you’re good to fight?” the trio winced as Armizon was thrown into a wall behind them “Not much of a choice” Gwen gulped.

Aiming XLR8 in Clarice’s direction, the speedster kicked off…and instead of running up the wall crashed straight through “(ugh) let’s…try that again” she said dizzily.

Five more passes and five more misses, the speedster never once getting close to her target but she did take out several support beams to the room.

“NO! You will not destroy our home!” raising her hands up, Clarice summoned a horde of termites beneath XLR8’s feet.

The already rotting floor quickly collapsed under the termite’s assault, the ‘hero’ desperately grabbing onto the side of the newly formed hole as she fell. While Ben and Gwen hurried to try to pull her back up, Armizon finally had enough of being tossed around by the swarm.
Bringing all four hands together in a ‘thunderclap’, the resultant shockwave scattered the swarm and struck the already weakened supports. The sound of splintering and creaking wood echoed through the room, the walls and ceiling shaking violently as everyone shared one thought.

“...Crap”

-One harrowing collapse later-

Armizon grunted under the weight of the rubble as she stood protectively over the humans and her fellow ‘hero’. Shaken but unharmed Gwen gave the muscular alien a grateful smile…when the smell hit.

“Blech! Are those…hives? I see why you were keeping your arms down”

“Hey!” Ben snapped, once more pinned under a content XLR8 (totally an ‘accident’ on her part) “It’s not her fault, she’s sick”

“(sniff) Thanks, short king”

“Oh she’s sick alright” Gwen snarked quietly, her complaints drowned out as Armizon forced the rubble off of herself.

As they were temporarily blinded by the sun the watch timed out, the ‘heroes’ vanishing from sight before an unaware Liang.

“Where did they go? I wanted to thank them”

“We’ll pass on the message” Max promised, taking stock of the destruction “I’m just glad this is ov-”

A furious scream from behind them caused them to turn, revealing Clarice emerging from the rubble with hundreds of dead bugs surrounding her.

“You…our hive, our home!” looking up, the humans backed up at the sheer hate in her glare “You’ll pay for this. We will exterminate this entire city!” eyes blazing with power, a swarm of wasps descended before carrying her away.

“...I think I’d like to go home now, have a drink…or three” Liang sighed wearily, the trio awkwardly wishing her a good day as she hurriedly left the scene.

“How’s bug-brain going to exterminate a whole city?” Ben asked as they made their way back to the Rustbucket.

Recalling the newspaper articles inside the apartment, Max’s eyes went wide “I can think of one way”

As the Rustbucket pulled up outside the local nuclear plant, Gwen had just finished listing off a series of facts she’d looked up on Clarice’s miniature army.

“Listen to this! Ants can lift up to 10 times their own weight, grasshoppers can jump over 100 times their length and cockroaches can hold their breath for over an hour!”

“Yeah cool, so how do we smash them easier?” Ben replied disinterestedly, Gwen huffed in annoyance.

“I’m trying to explain how tough these things can be. Best option is a bug barbeque”

Looking at the watch, Ben smirked “THAT, I can handle”

They didn’t encounter any resistance as they made their way through the plant, that fact made them more nervous than if the corridors had been swarming with bugs. Not long into their search a wailing alarm began blaring as red warning lights illuminated the hallway.

“I’m going to go out on a limb here, and guess that’s not a good sign” Ben quipped, the trio picking up the pace.

Before long they reached the plant’s control room, or more accurately what was left of it.

“Warning. Core temperature rising. Approaching critical” an automated alert droned.

“Darn it, the controls are busted!” Max said, peering through the viewport “There should be a manual override outside the reactor core”

Gwen folded her arms as she gave him a suspicious look “Let me guess, you learned about nuclear reactors from a monk in China too?”

“Wait, maybe Ultra-T can fix the controls…or at least hold them together long enough to shut it down” Ben said, slamming the dial down.

As the living metal ‘hero’ appeared it quickly became clear that plan was a dud.

“H-h-hello partneeeer-’HARD’REBOOTREQUIRED-” the alien’s form erratically shifted, glitching out as her speech distorted. Ben was sure she even T-posed at one point.

“...Man today really isn’t their day” Ben said sympathetically, staring at the watch.

“It was worth a shot Ben” Max comforted before Gwen let out a startled cry.

The pair turned as Gwen jumped back from a swarm of roaches, they scurried towards the corridor as Clarice emerged from the dark.

“It’s too late, but at least you’ll have affront row seat” she chuckled, Ben angrily stepped forward.

“Hey genius, if this place blows YOU’LL be toast too!”

“Oh really?” she taunted, holding out her arms as countless roaches hurried to swarm over her. Soon she towered over them in a humanoid shaped mass of bugs.

“Scientists do think roaches would be the only think to survive a nuclear blast” Gwen explained nervously, Ben raising the Chaquetrix once more.

“You guys go stop the reactor, we’ve got bugs to fry” in a flash Heart’s Fire appeared at his side, although something wasn’t right.

“Uh why are her flames blue?” Gwen asked, the ‘hero’ in question chuckling nervously.

“Aha (sniff) funny story but my flames are kinda…gone?” she sheepishly explained, the trio staring back at her blankly.

“Oh this is bullsh-/BEN!” Ben/Max yelled, while Clarice laughed “So much for your last hope, we’ll build our new hive on your ashes!”

The mass of bugs surged forward tackling the ‘hero’ through the viewport as the Tennysons scrambled for cover.

“Heart’s Fire!” Ben cried, turning to the still glitching Ultra-T he desperately tried to snap them out of it.

“UsER DEt-ted, ‘inPut’ReQUIRED” letting out a static filled giggle she half melted into his touch.

“Man this cold really scrambled her” Ben thought, setting her down as gently as he could “I hope Heart’s Fire can handle her alone”

“I could really use some back up right about now” Heart’s Fire groaned, picking herself up as the swarm towered over her.

“ACHOO! O-ok, how about we talk about this like rational people-” she held out a palm in a ‘stop’ gesture…only for a ray of ice to shoot out. The blast freezes one of the swarm’s ‘arms’, falling to the walkway and shattering into pieces.

Clarice stared in horror at the alien beauty who, after recovering from the shock, gave a laugh worthy of the Joker as she held up her glowing fists.

“What was that about building a hive on our ashes?” she asked threateningly, frost rapidly spreading out from beneath her.

Clarice whimpered as a wave of cold slammed into her.

“How’s it going grandpa? It’s getting kinda toasty in here” Gwen asked. Max angrily slammed his fists onto the controls.

“The manual controls are overheated, I can’t shut it down!”

“Core meltdown in 30 seconds” the automated warning blared, Gwen dropping to her knees “This…can’t be it”

“Sounds like you need a-a-ACHOO! Darn it, that was gonna be so cool”

The trio whipped around to see Heart’s Fire rise up to their level on…a pillar of ice? “Since when could you do that?” Gwen gasped, Ben’s eyes shining with excitement.

Max straightened up as an idea came to him “Heart’s Fire, target the core with everything you got!”

The ‘hero’ raised her hands and, with a blinding white flash, froze the core solid. “Core temperature falling” the system announced, Max letting out a relieved/hysterical laugh as they realised their desperate gamble worked.

“You did it!” Ben cheered, wrapping Heart’s Fire in a hug that Gwen couldn’t fault him for for once “What happened with the bug lady?”

“Heh heh, (sniff) I left her to ‘cool’ off” Max and Gwen groaned at the lame pun while Ben snickered.

Going to pull away however, Ben noticed a slight issue “...Um, I think I’m stuck” he admitted sheepishly.

“Wait, seriously?” Gwen asked, eye twitching at Heart’s Fire’s poor attempts to hide her smile.

“Oh no, guess we’ll just have to stay like this until I time out.” she said, sounding entirely too cheerful.

Max gave her a flat look “You really have no shame do you?”

-Later-

As the Rustbucket headed back to the city, Ben held a hand to the side of his face that had been stuck to his ‘partner’ as he lay on the couch.

“Man, who knew a cold could mess up alien’s so much?” he said, staring thoughtfully at the watch “I’ll be glad when it’s gone, it was making them act totally weird”

“Really? I didn’t notice any difference” Gwen snarked before letting out a sneeze “Oh no…”

“Gwen, sounds like you’ve caught their cold” Max said sympathetically “Luckily I already made a batch of San Ju Yen Pien, it should just be in that drawer there”

Ben gulped as Gwen fixed him with a look that promised bloody retribution, holding his hands up in surrender he nervously chuckled “Uh, look on the brightside. It can’t taste any worse than it smells right? Heh heh-OW! I give, I give! Grandpa help!”

-Canon Omake-

As Gwen lay on the couch she felt utterly miserable.

Funnily enough the cold was the lesser of her problems, the main source of her foul mood was…

“Now just relax Ben, we don’t want you straining yourself” Scream Queen said tenderly.

Gwen felt her eye twitch as she watched the spectral ‘hero’ fuss over her cousin. Even Ben had told her he wasn’t sick (so unfair), but when given an excuse to have someone pamper him he shrugged and went along with it.
All that would have been bad enough, except…

“Where’d she even get that nurse outfit?!” Gwen snapped.

Scream Queen simply gave her a smug ‘eye smile’ in return, while Max valiantly kept his focus on the road ahead.

Chapter Text

If you asked Ben what he would do in New Orleans it wouldn’t have been to visit a museum, (no surprise it had been Gwen’s idea) but he had to admit it wasn’t totally lame.
The museum was filled with “mystical” artifacts that actually caught both young heroes’ interests, even if the guide was a little…snooty.

“..and behind this impenetrable glass case is the recently discovered, and only known existing copy of, the ‘Archamada Book of Spells’!” The guide explained, as Gwen eagerly leaned forward for a better look.

“It contains ancient witchcraft and rituals from the late sixteen hundreds” Gwen and the guide spoke simultaneously, the guide shooting Gwen a disdainful look.

“Perhaps YOU’D like to work here instead, dear?” she asked snidely, Gwen looking down in embarrassment as the guide moved to continue to tour.

“Don’t listen to mummy face there” Ben said, earning a smirk from Gwen “She’s probably older than everything in here” he continued, Gwen laughing as he pretended to act like a stereotypical ‘mummy’.

While Max enjoyed the heartwarming moment it was sadly short lived, as everyone in the room was suddenly lifted off the ground by an unseen force. As the tour group cried out in alarm, everyone now finding themselves pinned to the roof, a trail of red smoke burst through a nearby window as a robed man with a beaked staff and skull makeup appeared from the cloud.
Approaching the case containing the Archamada Book of Spells, the man pointed his staff at the glass and uttered a strange incantation. As the ‘impenetrable’ glass shattered and the book began to float towards the man, Ben brought the Chaquetrix up and prepared to activate it.

“Time to call in some backu-” just as he was about to make his selection, whatever force was keeping them aloft disappeared “-uh oh”

Now in freefall, Ben hurriedly slammed the dial down twice with Heart’s Fire and XLR8 appearing beside him.

“Hey Be-what the heck?!” Heart's Fire yelled, seeing the floor rapidly approaching. Acting quickly she unleashed a wave of flame, forming a flaming cyclone that gently ferried everyone to the floor.

“I still don’t understand how THAT works.” Gwen said, earning a careless shrug from Ben.

Unsurprisingly the firestorm caught the attention of the robed man, who turned and held his staff at the ready before pausing at the sight “What’s this, a pair of demonic concubines?”

“Hey ‘Skeletor’ they’re superheroes, not concu-whatevers!” staring down the sorcerer, Ben missed the exasperated looks from Gwen and Max.

“At least I’ve got a heads up this time” Max thought wearily. If Ben’s vocabulary kept increasing like this, his parents would never let him visit again.

The sorcerer sneered, one of the charms around his neck beginning to glow “You think I am threatened by these ‘playthings’? I am Hex, master sorcerer and soon to be rul-” in a blink he found XLR8 in front of him, fist inches from his face “Wh-GUH!”

Hex was sent back into the far wall and the tour group finally realised the danger, taking cover as Heart’s Fire rushed forward to assist.
While the battle raged on Gwen noticed most of the tour group hadn’t run for safety, instead they were crouched behind the exhibits for cover watching the fight intently.

“Why are you all still here? Go!” Max tried to usher them out, a man nearby scoffed and turned back to the fight.

“And miss out on seeing ‘this’?” he said as Heart’s Fire hammered Hex with a volley of fireballs, her chest bouncing with each throw “I don’t think so”

“Man these guys must really like superheroes” Ben commented in surprise, as XLR8 slid beneath a storm of exploding crystals, the position highlighting her toned legs.

“Oh they ‘like’ them alright” Gwen snarked, glaring at a few who were openly leering while taking photographs.

XLR8 blitzed Hex. The speedster raced around the sorcerer and delivered a flurry of punches, one blow even catching the central charm around his neck snatching it up in her claws.
In a move of desperation Hex unleashed a telekinetic pulse as XLR8 went for another swing, unbeknownst to them both the charm caught in her claws began to glow. Her fist collided with his jaw just as the spell activated, knocking the villain and the ‘hero’ away.
As Gwen stopped her glaring and turned back to the fight, she was just in time to see the now rapidly approaching ‘hero’.

“Look out!” dropping to the floor she looked up to see if Ben had caught her warning.

He had not.

XLR8 slammed into him and sent them both crashing to the floor in a tangle of limbs, the charm slipping from XLR8’s hands in the process and going dark once more.
Pushing herself up and retracting her mask, XLR8 briefly wondered just what she had landed on as a dazed groan from beneath her drew her attention, revealing just what (or rather who) she was straddling.

“Ooh, nice catch coach~” she giggled, “Best of all, I can actually focus enough to enjoy it this time. Lucky~” she thought, with a happy wiggle.

As a very winded Ben gave a weak thumbs up in reply, Gwen and Max deadpanned at the ‘hero’ who seemed in no hurry to get up.

“Getting some ‘deja vu’ here” Gwen griped, before realising that they weren’t alone. Hesitantly turning to see the other tourists' reactions...she felt her faith in humanity drop.

“Lucky brat” one of the tourists grumbled, several others seeming to share his sentiment. The only one to share ‘her’ sentiment was the guide, who looked away with a scoff and a scandalised look “How indecent!”

“Really, only her?” Gwen thought flatly, as Heart’s Fire noticed the situation.

“Hey, no fair!” she pouted, her distraction allowing Hex to blast her back with a storm of explosive crystals.

“Uh oh. Sorry coach, we can pick this up later ok?~” the speedster winked, only to cry out in panic as she began to lift into the air.

Before Heart’s Fire could recover the alien beauty found herself also lifted into the air, the pair now struggling against invisible bonds as Hex leveled his staff at XLR8.

“ENOUGH! You will not keep me from my prize any longer, I-OOF!” his rant was cut off as a pair of trash cans struck him in the back.
Turning to face his attackers he glared down at Gwen and Max who quickly began to back away

“Ok we got his attention, what was step 2?” Gwen gulped, Max moving in front of his granddaughter as Hex’s eyes flashed ominously.

Unfortunately for the sorcerer his lapse in concentration was just enough for Heart's Fire to aim her hand in his direction, launching a fireball at his feet and blasting him into a display case (the tour guide promptly fainting at the sight).
Now free XLR8 wasted no time in rushing down the villain, punching him into the air before smacking him towards Heart’s Fire with her tail. Hex let out a pained gasp and the fiery ‘hero’ landed a solid punch into his stomach, driving him down into the floor and kicking up a cloud of dust and splinters.

“And stay down!” Heart’s Fire warned, letting out a sigh of relief as Hex slumped back unconscious.

As Ben made his way over to congratulate them he spotted the fallen charm on the floor, deciding it would make a good souvenir he pocketed it before continuing on his way. As the tour group hesitantly approached the superpowered pair, Ben frowned at the lack of cheers for his ‘partners’.

“Hey come on, they just saved us from a wannabe wizard and you’re not even going to say thanks?” his genuine disappointment guilted the crowd into action.

“Aw thanks coach” XLR8 blushed, pulling the surprised boy into a hug “You’re always in our corner!”

“Hey, I wanna ‘thank’ him too” Heart’s Fire whined, joining in on the hug and placing his head practically between their chests, much to the crowd’s jealousy.

“What a waste” “I should have spoken up..” “Lucky bast-” the crowd muttered as Max (strongly) suggested that the heroes put Ben down now.

“Lucky? More like embarrassing.” Ben thought in confusion, as the ‘heroes’ reluctantly broke the hug “How can they be so cool, but so sappy at the same time?” unaware of the charm glowing faintly in his pocket or Gwen’s building frustration.

-Later that Day-

After Hex had been loaded into an ambulance, our heroes continued their trip.
In the Rustbucket, Ben pulled out a box filled with ‘souvenirs’ of his previous adventures. The dial from Dr Animo’s Transmodulator, Captain Shaw’s photo of the Krakken (which he probably didn’t mean for Ben to keep now that he thought about it), photographs of him and Gwen in Sparksville and a ticket stub from Zombimbo’s circus.

Holding up the charm that XLR8 had knocked off of Hex, Ben smiled “Chalk up another win for the heroes” before noticing Gwen staring at him frustratedly. “What’s wrong with you?”

“What’s wrong with me? What’s wrong with you?!” she snapped, Max casting a worried look back “How can you stand in front of all those people and call those…women…heroes?”

Ben sat back stunned, where had THIS come from? “What do you mean? They save people from bad guys all the time”

“Oh sure… when they’re not too busy flirting with you or trying to impress you to earn some praise” she shot back, Ben rolled his eyes.

“This again? I told you dweeb they’re not flirting with me, I think I’d notice that” he replied, Max gave Ben a flat look.

“Also what’s wrong with letting them know they did a good job? They kicked butt today” Ben continued. Now it was Gwen’s turn to roll her eyes.

“Yeah they totally deserved those cheers…after needing our help to escape, because they were too busy arguing over your attention”

“Why are you so hung up on that…” he trailed off, Gwen did not like the smirk on his face.

“Why are you-”

“You’re jealous!” Ben grinned as Gwen’s mind stalled “You’re jealous of them getting all the attention and thanks for stopping the bad guys”

“That…I…huh?” as Gwen struggled to understand how Ben had come to that insane conclusion, he looked thoughtfully at the charm in his hand.

He might make fun of her for being a dweeb, but she did help out a lot with their hero team. Her research on the bad guys gives them useful information, she figured out the Limax’s weakness to water, heck she even came up with the plan to trap the Megawhatts.
Making up his mind he held out the charm to the still stammering Gwen who, upon noticing the offering, looked back at him surprised.

“Here” Ben became slightly embarrassed as Gwen continued to stare silently at him “I don’t say it a lot (or at all really) but you are a big help, and you DID save them today so…here”

Gwen accepted the charm in stunned silence, brain still stalled over how he’d gone from teasing her about her imagined jealousy to giving her a gift “I…I don’t know what to say”

“Like I said, you saved them. You were a hero today too” Ben admitted, unsuccessfully trying to appear nonchalant “Besides I’ve got plenty of other souvenirs, and you like all that magic stuff right?”

Gwen shook her head bemusedly “He can notice when he’s taking me for granted, but not that his ‘partners’ are basically throwing themselves at him” she thought, letting out a weary sigh before offering a faint smile “Thanks Ben” she could always try convince him of he truth another day.

Despite his kind gesture, she found herself unable to resist making one last joke “You know if your ‘partners’ knew you were giving away jewelry to another girl, THEY’D be the ones getting jealous”

“Give it a rest dweeb”

-Later that evening-

Having escaped the ambulance, Hex returned once more to the museum in search of his prize. Tearing apart the displays the sorcerer snarled in frustration, the book was nowhere to be found.
Turning his attention to a terrified security guard, Hex telekinetically pulled the man towards him.

“The Archamada Book of Spells, where is it?!”

The guard gulped, pointing shakily towards a large vault at the far side of the room. Leaving him helplessly floating in the air, Hex aimed his staff at the vault door, easily tearing it from its hinges and revealing his prize.

“At last…Now my power will know no limits!” Raising his hands to the sky he began to chant as the book glowed,,,before abruptly stopping and falling to the floor.

“Impossible! How could..?” looking down his eyes narrowed in realisation “One of the charms is missing, of course… the battle with those harlots”

Grabbing the book once more Hex stormed out of the building, determined to hunt down those foolish enough to deny him his destiny.

Meanwhile, blissfully unaware of the approaching danger, the Tennysons were making their way through a street market after a meal at a local restaurant. The meal was enjoyable, but the unlikely series of events that led to Ben being covered in live craw-fish and losing the last bite to Gwen on the other hand…

“Heheh, I’ve travelled a lot but I’ve never seen a craw-fish climb INTO someone’s nose. Hah!” Ben sulked while Max chuckled, with Gwen trying (and failing) to hide a grin of her own.

“Glad you found it funny grandpa” Ben replied sarcastically.

“Oh come one Ben. Didn’t you once say ‘funny is funny’?” Gwen teased, stifling a giggle as Ben huffed and looked away. Spotting a hot dog cart nearby she gently tapped him on the arm. “Hey, I still owe you a thanks for this” she gestured to the charm, now fitted to a necklace “C’mon, I’ll buy you one”

Suddenly a scream rang out followed by mocking laughter, the trio turning towards the commotion as three punkish teens attempted to flee with a stolen purse.
Stepping in front of the fleeing thieves, Max held up his hand and ordered them to stop.

The lead punk snickered, pulling a large metal pipe from behind his back (“Where was he keeping that?” Ben whispered to an equally confused Gwen) “You gonna try and stop us all by yourself, gramps?”

“He’s right, how about we even the odds” Ben muttered, pressing down on the Chaquetrix’s dial and…nothing “Really, you're doing this now?” he hissed in frustration at the unresponsive device.

As the other two thieves moved to confront Max, the armed thug took notice of Gwen “Hey now, that’s a real nice necklace you got there”

Seeing him reach out towards her, Ben abandoned his attempts to activate the watch and pulled Gwen behind him. He pulled too hard however, sending her into a street performing juggler on a unicycle, causing him to fall back and send his unicycle flying towards one of the thugs.
As the thug was knocked to the floor he shoved his armed partner forward, Max easily restraining and disarming the young man. The final thug attempted to charge at Ben when Gwen accidentally stepped on one of the juggler’s fallen bowling pins, making her fall against the hot dog cart and push it forward.
The runaway cart slammed into the remaining thug, carrying him into a nearby building with the impact causing a potted plant to fall from a balcony and land on the first thug just as he was recovering, rendering him unconscious.
With all of the thieves taken care of Gwen’s attention shifted to the charm around her neck, the stone emitting a faint glow.

“Oh thank you dear” a kindly old voice said, as an old woman approached with a police officer to retrieve the stolen bag “This girl is a hero officer”

The crowd began to cheer for, in their eyes, Gwen’s intentional shoving of the hot dog cart. Flustered at the praise, Gwen bashfully waved them off.

“Thank you, but I was just lucky really” as she noticed a surprised Ben nearby she realised something, he hadn’t needed to summon one of his ‘heroes’.

As she mused on that she spotted a stall selling masks, her eyes fell on a black and purple cat styled one and a crazy idea began to form.

-The Next Morning-

Ben's brow creased in frustration as he futilely attempted to block out his grandpa’s snoring. Rolling over he tried to get Gwen’s attention.

“Ugh! Hey Gwen, you got any industrial sized ear plugs?” he asked half jokingly. At the lack of response he checked her bunk only to find it empty.

Getting dressed he exited the R.V, finding Gwen making blind shots at a nearby basketball hoop.
As she carelessly tossed a ball backwards it bounced off a variety of nearby objects, improbably landing directly in the hoop.

“Nothing but net…again” she bragged as Ben caught the ball.

“OK, so we're not playing ‘Horse’ anytime soon” Ben dryly commented, pulling the ball away as Gwen went to grab it “Nuh uh, not until you tell me how you did that”

“It's probably because of this” she traced the carvings on her charm, which he only now realised was glowing.

“Whenever this thing glows stuff just…goes my way” she explained, Ben quickly recalling the unlikely events from yesterday.

Before he could reply, a cheerful Max exited the Rustbucket “Well this is a surprise seeing you two up early. C’mon, let’s get some breakfast”

The food would have to wait however as the sound of an explosion shattered the early morning quiet. The trio soon spotted the cause, a construction site down the road with a cloud of smoke rising from a work lift near the top of the frame.
They watched in horror as the platform jerked violently, one of the cables snapping and leaving the two workers aboard clinging on for dear life.

“Looks like they need a hero!” Ben said, already cycling through the watch.

“Yeah, me!” Gwen replied, hurrying into the R.V as Max and Ben shared a confused look.

Shrugging it off Ben went to select Stingwing…and summoned Wild-Gal. Frowning but holding his tongue he tried again, this time summoning Ultra-T.

“...Ok we can still work with this” he mutters, quickly explaining the situation to the ‘heroes’ as they rush towards the site.

As Max made to follow he heard a panicked voice cry out for help, drawing his attention to a workman trapped inside a van by a fallen steel beam. To make matters worse the engine began to spark, a small fire beginning to spread.
Preparing to help Max was stopped in his tracks as a new figure appeared beside him, a figure in a black gymnastic bodysuit with black gloves and a cat themed half-face mask.

“Gwen?! What are you wearing?” Max asked in concern “Oh god, please don’t tell me this madness is spreading” he thought.

She smirked back, tapping the charm around her neck “It’s Lucky Girl, grandpa. Just leave this to me” spotting a plank of wood balanced between two work tables, she smiled as her charm began to glow.

Meanwhile, Ben directed his ‘partners’ into action with Wild-Gal taking the direct route of climbing up the scaffolding while Ultra-T took control of a wrecking ball crane.
While the technopathic alien attempted to move the arm to support the unstable platform a chunk of timber smashed through the crane’s cab, striking her in the face just as she was melding with the vehicle, overloading the controls and activating one of the levers.
The wrecking ball dropped, removing the steel beam from the destroyed truck allowing the workman to escape. It sadly also caused the beam to strike some work-lift controls, the malfunctioning lift rapidly ascended and collided with Wild-Gal, who barely managed to grab one of the snapped cables to save herself while also causing debris to rain down…right towards Ben and Gwen.

“Ben! Gwe-Lucky Girl, look out!” Max yelled, sighing in relief as Gwen managed to pull Ben to safety.

The pair dodged the debris and took shelter inside the cab of a cement mixer, as the two tumbled into the driver’s seat Gwen’s arm caught the gear stick, letting the truck roll back into a disposal chute hanging from the scaffolding and breaking part of it loose.
The chute struck Wild-Gal as it fell, knocking her into the cement mixer below before coming to rest against the building just underneath the two dangling workers.

Seeing the now perfectly positioned chute, Max called out to the workers to use it to slide down to safety. As the crowd of onlookers that had formed during the incident cheered the rescue, A frazzled Ultra-T and cement covered Wild-Gal shamefully regrouped, embarrassed that Ben had to see them fail so miserably while ‘Lucky Girl’ was eagerly swarmed by reporters who had just arrived.

“Miss, how were you able to pull off such an AMAZING rescue?” one of the reporters eagerly asked, as Gwen posed heroically for the cameras.

“With style of course” she answered playfully, she noticed Ben was still too stunned at this turn of events to notice his ‘partners’ and grinned. “Huh, this might actually work” she thought.

-Meanwhile-

Hex stalked the streets, growing frustrated with the lack of clues as to his lost charm. Passing by an electronic store a certain news story caught his eye.
Hex watched as the reporters interviewed some child for her foolish heroics, pathetic, what truly captured his interest was a familiar charm around her neck.

“You heard it here first folks, a miraculous rescue by…” the reporter held out the mic for the girl to give her name.

“Just call me Lucky Girl” the charm glinting in the sun.

“Lucky indeed” Hex chuckled, raising his staff as he vanished into red smoke. Time to set some bait…

Back in the Rustbucket, Gwen was once more doing research. This time on her new (literal) lucky charm.

“So, I cross referenced the Archamada Book of Spells with dark magical charms and I found this” she turned the screen, revealing pictures of 5 familiar charms “They’re called the ‘Charms of Bezel’, and this one right her (she flicked her necklace) is Luck”

“So that wizard guy back at the museum was using ‘magic’ rocks?” Ben asked sceptically, before shrugging “Meh, if aliens are real I guess magic could be too”

“It says here that, according to legends, using the book with the power of the charms will bring out their full power” She grinned smugly “Unlucky, for him”

“I’m sorry to rain on your parade, but I think we need to hand that back to the museum” Max said, drawing protests from both of them.

Gwen raised a brow at her cousin “Why are you complaining?”

“Duh, I don’t want to give it back without having a go first” he replied shamelessly.

“Uh huh. Grandpa, can I have a quick word with you?” she asked, making her way over to the drivers seat before whispering into his ear “We can’t give this back. One, it didn’t come from the museum (Max gave her a flat look) AND two, it’s the answer to our problems”

Max gave her a skeptical look “And what problems would those be?”

“Our alien ‘hero’ problem” at Max’s surprised look she continued “I took down those thieves yesterday, meaning Ben didn’t need to call them. Today, they didn’t get a chance to flirt with him ONCE”

Gwen gave him an excited look “Think about it, no more inappropriate comments, no more babysitting their ‘dates.’ (she noticed Max ‘hmm’ thoughtfully at that) What do you say grandpa? Please, for our sanity”

Max was conflicted. “Well..maybe it could be worth a try”

His deliberation was interrupted by the radio crackling to life “Breaking news. Reports are coming in that the city’s famed ‘haunted history mansion’ has come to life, trapping dozens of visitors inside”

“Let’s go!” Ben and Gwen said in unison, Max pulling a sharp u-turn before gunning it to their destination.

After arriving at the mansion, ‘Lucky Girl’ rushed out the R.V, passing Ben as he prepared to activate the watch. Seeing this, Gwen made sure to ‘accidentally’ brush past it, her charm glowing as the watch became temporarily unresponsive.

“Gwen, wait up! You’ll need hel-What? Ugh stupid watch!” Ben angrily smacked the device, unaware of Gwen’s smirk.

AS Gwen rushed inside she failed to notice a certain sorcerer watching her from the upper floor, raising his staff as he magically sealed the door behind her. Turning on her heel at the loud ‘slam’, Gwen found herself lifted into the air.

“Wait…this is just like at the museum” she thought, a cold realisation washing over her.

“No”

Hex chuckled darkly as he stepped into view, Gwen glared back defiantly as he aimed his staff towards her “So nice to meet you, Lucky Girl”

Max barely managed to step back as the doors slammed shut in his face, fearing for her safety, he attempted to force them open as Ben rejoined him.

“Grandpa, what-?”

“Gwen’s trapped inside. I’m going to try to break the door open, stand back!” once he’d moved far enough back, Max spirited forward ready to shoulder charge the door…and bounced back.

As Max hobbled back holding his aching arm, the Chaquetrix chimed as it came back online “Yes! Now ‘that’s’ what I call luck!” Ben cheered, scrolling along to his first pick.

With a familiar flash Armizon appeared beside him, taking in the scene she gave Max a worried look “You doing ok?”

“Yeah (ouch), just having trouble with the door” he grunted, Ben jumping in to explain the situation.

Smirking, Armizon flexed her arms as she approached the doors “Don’t worry there short king, this looks like a ‘pull’ door” taking hold of the handles, the muscular ‘hero’ pulled…and ripped the doors from their hinges. 

As she tossed the ruined doors aside, they were greeted by a dozen startled faces of the guests that had been trapped inside. Hurrying in. Max and Ben looked for any sign of Gwen.

“Did anyone see a young girl here? Red hair, purple mask” Max asked, he soon realised the guests were a little too…’awed’ by the crimson beauty before them to listen. Rolling his eyes he snapped his fingers in front of one man’s face, who flushed at having been caught staring.

“Uh sorry. Yeah she was here, and it was crazy! First she…”

“Yeah yeah, crazy luck and everything worked out. Which way did she go?” Ben cut in, much to the man’s annoyance.

“Watch the attitude kid, I-” his anger quickly evaporated as Armizon moved to stand behind Ben, crossing her arms under her chest as she glared down at him.

“(gulp) I mean, they went that way” he pointed down the hall, a mixture of fear and arousal showing across his face much to her disgust.

“They?” Max asked, a bad feeling forming in his gut.

“Yeah, her and this crazy skull-faced guy” he replied. Max and Ben exchanged worried looks before hurrying after them.

As Armizon went to follow the man called out “Hey! I-uh, maybe we got off on the wrong foot there and-”

She held up one hand disinterestedly “Sorry, but I prefer my men to have some backbone”

“Like who?” the man asked, embarrassed at being shut down so quickly.

“Hey Armizon, let's go! We’ve got a dweeb to save” the man turned to see the young boy waiting at the entrance to the corridor with the older man and…a literal bombshell.

“Right behind you, short king~” she grinned, easily catching up with the trio as they went deeper into the mansion.

While Armizon was rasing red flags for the stunned guests, Gwen had her own troubles. She’d put up a good struggle for a time, the charm setting off chain reactions to delay her pursuer. But even mystical luck can only get you so far, and she’d finally been caught as she attempted to escape through the graveyard behind the mansion.
Now trapped in a vine cocoon and robbed of her charm, Gwen admitted that she ‘might’ have gotten overconfident in her plan.

“At least things can’t get much worse” she thought just before her bindings were torn away, revealing the concerned faces of her family…and Ben’s ‘heroes’.

“Gwen, thank god you're alright” Max pulled her into a hug that she gladly returned.

“What are you wearing?” Heart’s Fire asked, taking in Gwen’s costume.

To Gwen’s horror Ben answered before she could “Oh, she wanted to be a hero like you guys. Shame you never got to team up”

“Wait, that's not-!”

“Wow, I didn’t know you looked up to us that much” Armizon said, looking bashful “I always thought you didn’t like us”

“I-”

“Nah she was just jealous” Ben replied, mistaking Gwen’s anger for embarrassment as she tried to ‘shh’ him.

“I get it” Heart’s Fire said, posing in such a way as to highlight her figure “There’s a ‘lot’ to be jealous of, right partner~”

“Totally” Ben agreed carelessly, the ‘heroes’ grinning back while Gwen hid her face in her hands.

“Aaand this plan completely blew up in my face. So much for luck”

“Don’t worry Gwen” Armizon said, misunderstanding her worries “We’ll take this creep down, and hey maybe we can get you that charm back!”

Ben scanned their surroundings “Speaking of skull-face, where IS he?”

A blinding flash of lighting and the deadening ‘boom’ of thunder came from the otherside of the treeline. As our heroes pushed through the foliage overlooking the graveyard, they found Hex standing in the air with the book floating before him.
Holding his staff to the heavens he continued to read out his spell, a colossal storm forming as he directed its power at the defenceless city below.
As he prepared to call down another wave of lightning, he became aware of a rapidly growing shadow over him. Summoning a shield, Hex turned to face the threat…and got spiked into one of the larger mausoleums by Armizon.

“Sorry, but your little magic show is over!” dropping down in front of him, she was soon joined by Heart’s Fire as she charged up a flaming sphere between her palms.

“Remember me?” she taunted, thrusting her hands forwards and bathing the tomb in a stream of fire.

The shield held however, Hex’s eyes flared with power as he flew up and out of the flames “It doesn’t matter how many you send, or what form they take. I will not be denied my destiny by your infernal harem!”

“Give it up, we’ve already kicked your but once. You can’t beat us all by yourself!”

Hex sneered down at them “Then allow me to even the odds” his staff flashed as lightning struck several statues around the graveyard.

The sound of scraping stone echoed as a trio of gargoyles tore themselves free of their perches, letting loose animalistic roars as they charged.

“I’ll take care of these guys!” meeting their charge head on, Armizon drove her fist through one of the stone fiends as the others swiped at the legs. Aliens and golems tumbling across the graveyard as they grappled.

“Now, begone!” Hex aimed his staff at the melee, ready to strike the muscular beauty while she was distracted, when a volley of fireballs finally shattered his shield.

“Sorry Mer-lame (“Hah, good one” Ben snickered) but it’s time I make ‘you’ disappear”

As the sorcerer and ‘hero’ traded fire, the Tennysons took cover behind a stone sarcophagus.
Peeking out from behind cover, Max frowned as he saw her struggle to land any hits on her aerial opponent.

“We need to give her an opening, time’s not on our side here”

Taking notice of the rubble from the mausoleum, Ben grabbed a piece while passing another to Gwen.

“We’ll it’s not a trash can, but it should do the job” he joked, the cousins taking aim before letting loose.

Hex staggering as they collided with the back of his head, and Heart’s Fire wasted no time letting loose another steam of fire at the dazed sorcerer. Plummeting from the sky, he hit the ground hard, a pained wheeze escaping his bruised face.
As Hex struggled to his feet, he was almost instantly knocked flat again as Armizon landed beside him, the last of his golems being crushed underfoot. Weakly raising his staff, Hex stabbed forward in one last desperate move…and it simply hit her ample chest and snapped cleanly in two.
Looking up at the unimpressed ‘hero’, Hex could only shut his eyes as Armizon pulled her right arms back. Her fists struck his chest dead centre, the Charms of Bezel shattering on impact while he was launched through the air, landing in an empty sarcophagus.
While Max placed a stone slab over it to keep him contained (“That’s kind of dark, grandpa” Gwen commented), Ben went to congratulate his ‘partners’.
As she watched Ben gush over their fight she noticed him suddenly turn away to search the ground. Curious, she made her way over as he picked up a chunk of rock, noting his disappointed frown.

“What’s wrong? You’d think we lost with how down you look”

Ben tossed the stone aside, and she realised it was actually a shattered Charm of Bezel “I was hoping some of the charms survived. It would have been cool if we could have used them to help out later”

“Wait we?” Gwen asked in surprise.

“Yeah, you weren’t actually that bad as a hero…but I’m pretty sure I could have done better” he playfully teased.

“Sure you could have” acting on impulse, she pulled him into a hug much to his shock “Thanks for thinking of me” she risked a peek at the two ‘heroes’ secretly hoping she’d kept him busy enough that they had timed out.

Hey, heartwarming moment or not she was still going to do her best to keep him OUT of their hands.
Sadly luck was no longer on her side, and she soon found herself caught up in a bone crushing hug alongside Ben.

“Aw Ben you’re too sweet!” Heart’s Fire gushed, much to the boy’s embarrassment.

“Hey Gwen” Armizon began, catching her attention “You don’t need to be jealous, I’m sure you’ll be a fine woman one day”

“..What?” she asked flatly, hoping she misheard them.

“Yup, and who knows? Maybe you’ll find a great guy of your own~” Heart’s Fire added, Ben rolled his eyes and tuned out the mushy talk while Gwen felt part of herself die.

“You’re….too kind”

-Canon Omake-

Ben stared at the charm around Gwen’s neck, pondering the new bit of information she’d just discovered.

“Luck huh?”

Acting fast, Ben managed to lift the necklace over her head before she could react.

“Hey, give that back!” he hoped back as she attempted to reclaim her charm.

“I will, I just want to try ONE thing…” as the charm lit up in his hand, he blindly pressed the buttons on the Chaquetrix.

“What are you even-”

“Command code accepted. ‘Party Mode’ unlocked” an automated voice projected from the watch.

Gwen and Max froze. “No….”

Grinning, Ben tossed the charm back to Gwen before slamming the dial down.

“NO!”

In a blinding flash the Rustbucket suddenly became VERY crowded, as all ten ‘heroes’ appeared.

“YES!” Ben cheered, as the ‘heroes’ soon realised their situation “BEN~”

“NOOOO!” Gwen screamed, sitting up from her bunk. After a few tense seconds she realised that it had simply been a terrible nightmare.

“Oh thank god” she breathed, falling back onto the bed “It’s not real…it could NEVER happen”

And yet as she drifted off back to sleep she could swear that somewhere, someone was laughing mockingly at her.

Chapter Text

A hijacked armoured car raced down the highway, a trio of police cruisers following close behind. The chase came to an abrupt end when a pillar of green crystal burst out of the road ahead of them kicking clouds of dust into the air, forcing them to brake hard and skid to a halt as the officers exited their vehicles with weapons drawn.
The first thief exited with a hostage, the man whimpering as he held an advanced gun at his head. His partner soon followed wielding a large tuning fork like rifle, as the police ordered them to drop their weapons he fired. Arcs of electricity shot forward, blasting the lead cruiser to pieces as the officers scrambled for cover.

The thief smirked viciously until he heard a strange ‘clinking’ footsteps approaching from behind, turning to investigate; he almost lost his grip on the rifle. Stepping through the settling dust cloud was a strange yet undeniably beautiful woman made of green crystal…the same crystal that blocked their path.
Raising his weapon he prepared to fire, the woman proved faster as she lashed out with a bladed arm and sliced the weapon in two. Now defenceless, the thief attempted to flee only to find himself quickly pinned between a trio of crystal spikes that shot up from the road.

“Enough!” the second thief barked, pressing the barrel against the hostage’s head “You’re gonna let us go, or I’ll-”

A black and blue blur whipped past, and the thief soon found himself without either his weapon or his hostage. A cheeky whistle caught his attention as he turned to see a raptor-like woman leaning against the stolen van, twirling his gun on one claw while the hostage openly gawked at her (thighs).
With a loud gulp, the thief slowly turned back to the crystal woman who held up her bladed arm.
He wisely surrendered.

The hostage attempted to smooth out his suit jacket as he thanked his rescuers “Oh thank you, thank you! Please, if I can do anything-”

The raptor woman waved him off “No need, we’ve already got our ‘reward’ waiting for us~” she giggled, much to the man’s confusion.

-Later that evening-

As the Tennysons watched the news report on the incident, Gwen and Max sat awkwardly while Ben happily tucked into one of the pizzas on the table. Noticing this, Ben held up a slice questioningly.

“You two ok? You’ve barely had any slices” he pointed out, Max gave him a weak smile in return.

“Yeah, just…not that hungry I guess”

“That sucks…welp, more for us!” said one of the reasons for their lack of appetite.

Gwen had rather been looking forward to having normal food for once, even if it meant feeding Ben;s ego with a celebration. Unfortunately Ben decided to reign in his selfishness for once, and had resummoned XLR8 and Crystal Knight so they could watch and celebrate with them.

“And so the high speed pursuit came to a swift and surprising end, as we can confirm another pair of alien superhero sightings” the newscaster said, images of Crystal Knight and XLR8 being shown in the screens top corner.

“You guys looked so good out there!” Ben said, much to their delight. Gwen however glared at the screen.

“Clearly they thought so too” she snarked, noting how the camera focused on certain…assets of the ‘heroes’ instead of the action.

“I’m…glad that your ‘partners’ are getting recognition for their good deeds” Max hesitantly commented “But maybe we should be careful of how much attention we’re getting” thoughts of Ben’s parents seeing him with the ‘heroes’...Max suppressed a shudder.

“Oh, come on grandpa” Ben said dismissively “How can being recognised be a bad thing?”

“Police add that these sightings could also be linked to reports of inappropriate behaviour between these aliens and, possibly multiple, young brunette boys” the reporter continued.

“WHAT?!” Ben snapped, “What the heck are they talking about?”

“Where did they ever get such a ridiculous idea?” Crystal Knight agreed, without a hint of irony.

Max and Gwen simply stared at the ‘heroes’ as they sat either side of Ben, practically sandwiching him between their shapely figures.

“Hm? Oh hey coach you got a little something there” XLR8 said, gently wiping away a bit of sauce from his chin. She then licked her thumb clean “Mmm, tasty~”

Ben nodded as he grabbed another slice “Yeah this sauce is pretty good”

“That too~”

“...It’s a total mystery” Max replied flatly, while Gwen’s eye twitches violently.

-Meanwhile-

High above the Earth, Vilgax narrowed his eyes as he watched the primitive’s news report.

“I can’t decide which is more insulting. The Chaquetrix being wasted on such pointless heroics…or the effects of that fool Azmuth’s reprogramming” he growled.

“Shall we prepare more drones for recovery operations?” a Bioid asked, stepping back as the door to the healing chamber slid open.

“No”

All activity on the bridge came to a halt as they watched the hulking figure of their master emerge “I will see to this myself!”

“AHH!” Ben shot up in his bunk, breathing hard as Max groggily sat up from his own bed.

“Ugh, Ben? You okay son?”

“I..I think it was another vision, like after we beat that biker woman” he replied “It was the same squid faced guy, but this time he said ‘I’m coming for you now’ “

Gwen groaned and sat up, preparing to tell Ben to go back to sleep when Max suddenly bolted out of bed and hurried into the driver’s seat “Grandpa?”

“...Just remembered something important, so we need to get going” he answered distractedly, pulling away rapidly and Ben and Gwen shared confused looks.

“But it’s three in the morning” Gwen pointed out, Max simply shrugged as he pulled onto the highway “Best way to beat the traffic”

This time Ben and Gwen shared a far more concerned look, as the R.V sped on into the early morning light.

By midday, Ben sat bored out of his mind as he stared out the window. Max had kept up the rapid pace all morning, only stopping when he absolutely had to, and never for long.

“Hey grandpa, what’s up with the lead foot?” Ben finally asked.

“I just wanna make it to Mount Rushmore before nightfall” Max replied bluntly, Ben slumping back into the seat with a frustrated groan.

Turning his attention to his cousin as she typed away on her laptop, Ben got an idea “Hey quit doing your nerd junk and let’s use that for something useful…like gaming”

“Oh, so tempting…but no” Gwen shot back “Go read your dumb comics instead…or an actual book for once”

Frowning at the brush off, Ben’s eyes drifted to the Chaquetrix and smirked before making his way to the bathroom. Once inside he cycles along to Ultra-T and slams the dial down.
He immediately realised a slight flaw in his plan as he found himself pinned against the door (with a surprisingly loud ‘thump’), the R.V bathroom not really designed for two individuals. Face pressed against her stomach, just below her chest, Ben found his second flaw with his plan…it’s hard to breathe through living metal.

“P-partner-Ben?” her voice stuttered like an audio glitch.

“Hymph umpt..ssr bmmt thms (Hey Ultra-T…sorry about this)”

Ultra-T for her part found very little to apologise for, her circuits lit up brightly as she fully realised their position. She then remembered that humans needed to breathe and, somewhat reluctantly, shifted her form to allow Ben some space.
Moving to lift Ben so his chin was just above her chest, the ‘hero’ gave him an ‘eye smile’.

“Partner-Ben, this is a most unexpected meeting. Though…not an ‘unwelcome’ one~” she hummed happily, Ben grinned back in response.

“Heh, yeah. It’s been a while since I’ve called you out for anything other than superhero work” he agreed, noting how her circuits flickered with interest.

“Oh~”

“Yeah, I-” he never got to explain his plan, as they heard a knock on the door.

“Hey doofus, you ok in there?” Gwen called, unaware that the door was beginning to open. “Grandpa told me to check on you after…that…noise…” Ben watched as Gwen’s face became redder and redder as she took in the scene.

Ultra-T had pulled him closer to prevent him from falling backwards, while he had reflexively wrapped his legs around her waist to avoid slipping. As her voice trailed off into an embarrassed squeak, Ultra-T extended an arm to grab the door and pull it closed once more.

“Apologies, but this room is occupied” the ‘hero’ replied, her synthetic voice dripping with annoyance.

As the door clicked shut once more, Ultra-T turned her attention back to a confused Ben “Now where were we?~”

A series of furious bangs shook the door “YOU NEON LINED HUSSY, OPEN THIS DOOR RIGHT NOW!”

“Man she’s REALLY steamed” Ben commented “I don’t get why, we didn’t do anything yet”

“No, we have not” Ultra-T huffed disappointedly.

“Ben, you better not be fooling around with the watch!” Max yelled from the front “Especially not now”

“Oh he’s fooling around all right” Gwen snarked, before the rest of Max’s statement registered “Wait, what do you mean by ‘right now’?”

As Vilgax sat in his command chair, the main console lit up as the symbol for the Chaquetrix flashed on screen. As the image shifted to a view of Earth, it began to rapidly zoom in towards south-west South Dakota.

The warlord couldn’t help but grin viciously “I have you now!”

As a chastised Ben and…’frustrated’ Ultra-T exited the bathroom the watch timed out in a flash of red

Ben glared at the device “Seriously? It’s been like 2 minutes! Ugh, the timing on this thing is a load of-!”

“Lord Vilgax, we’ve lost the signal” a Bioid reported, Vilgax’s clawed hands clenched into fists.

“No matter, I’ve narrowed down his location” the screen changed to show stills from news reports, each featuring the Chaquetrix aliens in acts of ‘heroism’ “And I know just how to lure him out”

Ben sat at the table once more, sighing heavily while staring out the window as they passed ‘Rapid City’. Spotting massive pillars of smoke rising up from the city, Ben shook Gwen to get her attention. As Gwen covered her mouth in shock, Ben hurried to grab his hoverboard.

“I’m gonna fly ahead, you guys back me up when you can!” as he reached for the door, Max called out to him.

“Hold it Ben, I’m sure the local authorities have the situation under control”

As Ben gave him an incredulous look a deafening ‘boom’ shook the air, a massive fireball shooting high into the sky.

“Sorry grandpa, but this looks like a job for some real heroes!” throwing open the door, Ben activated the board and sped as Max frantically tried to call him back.

It didn’t take long to reach the city, Ben cycling through the watch as he dropped down to street level. With twin flashes Heart’s Fire and Scream Queen appeared, both taken aback by the devastation around them.

“Yikes! What the heck happened here?” the flaming beauty asked, moving to absorb a nearby fire.

A buzzing noise steadily grew louder as Scream Queen cast her gaze up, her eye narrowing as she moved to cover Ben. “I think we’re about to find out”

As Ben and Heart’s Fire followed her gaze to find a dozen, very familiar, drones. As their weapons began to glow the ‘heroes’ sprang into action.
As Heart’s Fire brought her hands up, creating a large whirlwind of flame that engulfed the area, Scream Queen grabbed hold of Ben and went intangible. As the firestorm died down Scream Queen kept a tight (very tight) grip on her ‘partner’ as Heart’s Fire took out any surviving drones with a few well placed fireballs.

“Was that it? That can’t have been it” she asked, almost disappointedly.

As if waiting for her to ask, the ground began to shake violently before a colossal spiked sphere tore through a nearby building. As it rumbled to a halt mere feet from the flaming ‘hero’, she held up her hands as she readied another shot.

“”Queenie, get Ben out of here!” she snapped, tensing as the sphere ‘split’ open with a metal hatch unfolding to reveal the occupant “...and then come back to get me please” she gulped as the figure disembarked, towering over her as she barely reached his waist.

“That’s him, the alien from my visions!” Ben gasped, Scream Queen quickly pulling him away as Vilgax’s head turned in their direction.

“So the thief who stole the Chaquetrix from me IS here, using the Econurite to remain unseen. A wise move...for a coward.” Vilgax sneered, turning his gaze back to Heart’s Fire as she began to burn brighter.

“Hey, no one insults our ‘partner’ like that! Time for some fried calamari!” thrusting her hands forward, she unleashed a giant wave of fire at the warlord.

As Scream Queen brought Ben to a sheltered spot, Ben watched the inferno with undisguised awe “Whoa! I can feel the heat from here, that guys gotta be toast”

Scream Queen however watched the scene with far less confidence “I’m afraid you might have spoken too soon”

Ben gave her a questioning look as the flames died down…and gulped at the sight. Standing tall, steaming but otherwise unharmed, was an eerily calm Vilgax.

“Get that out of your system?” He lashed out, grabbing Heart’s Fire as she prepared to attack again. His hand covered her torso as he effortlessly lifted her into the air.

“GAK! Watch…the hands…buddy” the ‘hero’ gasped out defiantly, as Vilgax glared back in contempt.

“I have no interest in such base desires, I have a far grander purpose in mind for you”

“Is…that…what you…tell your…self…to feel…better…squidface?” she snarked, wincing as his grip tightened.

“You would do well to show respect! I am Vilgax, and you will soon call me Master”

“Not…a…CHANCE!” raising one hand, Heart’s Fire let loose a point blank shot into the warlord’s face. He glared through the smoke unamused.

With a speed that seemed at odds with his great size, Vilgax brought back his fist and delivered a brutal blow to the ‘hero’. Her blazing form soared through the air, punching through several buildings before crashing back down like a living meteor.

“Are you still here ‘human’? If you wish to spare her life then surrender the Chaquetrix to me now!” Vilgax’s eyes scanned the area, getting only silence as Scream Queen held a hand over Ben’s mouth to prevent him from crying out.

“Either you are more ruthless than I gave you credit for, or you believe me to be bluffing. Allow me to dissuade you of such ideas” Vilgax jumped high into the air, his cybernetically enhanced limbs easily propelling him across the city.

Pushing aside Scream Queen’s hand, Ben gave her a desperate look “He’s going to kill her! We need to stop him”

“It’s too dangerous! Your safety is our first priority” she argued, blinking in surprise as Ben grabbed onto her shoulder.

“Then YOUR safety is mine” he shot back, the spectral ‘hero’s’ flushing under his warm yet determined stare “I’ve told you guys, we’re partners. We’ve got each other’s backs no matter what, right?”

“...Fine” she huffed, averting her eye as Ben smiled. Coiling around him as he gunned the hoverboard forward, she watched him with fond exasperation “The things I do for him…Heart’s Fire better appreciate the effort out ‘partner’ is putting in for her”

“Ugh…Did anyone get the make of the dropship that hit me?” Heart’s Fire joked weakly, picking herself out of the ruined road “Ok, just stay calm. I’ve probably got a minute to plan-”

Vilgax slammed into the road a block away, the impact from the landing barely slowing him down as he continued his advance towards her.

“...Well at least Ben’s safe” she thought, holding up her hands ready to keep fighting.

“Heart’s Fire!” a youthful voice called out from above, the ‘hero’ looked up in surprise.

“Ben you’re here!....Wait…WHY ARE YOU HERE?!” she panicked, as Vilgax followed her gaze. Eager to finally see his mysterious foe.

He was not prepared.

“A child” he muttered, his surprise soon giving way to rage “I have been denied my prize by a mere child?!” privately he had to admit, this actually explained a lot in terms of how the Chaquetrix and its’ aliens had been used.

“Again with the ‘child’ insults” Heart’s Fire grumbled, Ben however ignored his rant focusing his attention on his ‘partner’.

“Heart’s Fire, blast the road!”

Following his orders on instinct, she quickly realised his plan as the road was reduced to a bubbling pit of asphalt. Vilgax staggered as the ground literally melted under his feet, sinking up to his ankles in the sludge.

“You merely delay the inevitable with these childish tricks!” he growled, struggling to pull himself free.

“Then you won’t mind one more?” a raspy voice whispered from beside him.

Turning, Vilgax struggled to keep his balance when Scream Queen appeared before him “Boo” pulling open her cloak.

Even Vilgax was momentarily thrown off by the sight of her true form so close to his face. Caught off balance he stumbled back, falling into the adhesive sludge as Ben and Scream Queen regrouped with their flaming ‘partner’.

“That should buy us some time, anyone got any ideas?” Ben asked, the ‘heroes’ sharing uncertain looks as the Rustbucket finally arrived.

The door flew open as Gwen leaned out “Ben come on! Grandpa says we need to go now!”

“Why? We’ve knocked him down, now we just need to knock him out. Right guys?” Ben asked his partners…only for the watch to time out.

“...On second thought you’re right. Let’s go!” Dismounting the hoverboard and clambering into the R.V, Ben barely had time to shut the door as Max pulled away.

“Ben, believe me when I say that you do NOT want to pick a fight with Vilgax!”

Hearing his grandfather so worried was unsettling enough, but there was one other thing that stood out to the young hero “Uh…how’d you know his name was Vilgax?”

Gwen narrowed her eyes in suspicion “Is this another thing you just, ‘happened’ to learn while travelling as a plumber?” she asked sarcastically.

Max flinched at the accusation, looking back as if to speak when the R.V was rocked by several small explosions. As Ben and Gwen were thrown off their feet, Max fought to regain control of the swerving vehicle.
Scrambling back to their feet, Ben pulled the rear window’s curtains open as Gwen spotted their attackers.

“We’ve got another pair of those drone creeps closing in fast!” she yelled to her grandfather.

As they opened fire Max showed considerable driving skills, weaving in between the shots as they tore apart the highway around them.

“We can’t keep this up forever!” Gwen panicked, watching as Ben tried and failed to get the watch to work.

“It’ll be a lot worse if we don’t get to Mount Rushmore” Max replied, cutting across the lanes to avoid another volley.

“Why? What's so important about Mount Rushmore?”

“Gwen, this isn’t the time to explain!” he replied sharply “You’re just going to have to trust me” he added more gently.

The sound of the Chaquetrix recharging caught their attention as Ben hopped to his feet “About time! Leave these guys to us grandpa”

Summoning Stingwing, Ben held the door open to let the ‘hero’ take flight. As Ben stood at the door ready to summon his second ‘hero’, Max was forced to swerve to avoid another shot…causing Ben to stumble towards the open door.

“BEN!” Gwen’s horrified scream rang out as Ben frantically slapped the dial down, briefly being engulfed in a purple flash as (a very surprised) Crystal Knight appeared alongside him.

As the pair tumbled from the speeding vehicle the crystalline ‘hero’ wrapped herself around her ‘partner’. Crystal Knight grunted as she skidded to a halt against the highway, looking down to make sure Ben was still in one piece.
She let out a relieved sigh as a slightly dazed Ben lay against her chest, missing her blushing yet pleased expression.

“I thought crystals would be harder than this” he muttered, not fully taking in the situation as he pushed himself up.

“I can be gentle when you need me to be~” she replied, not even registering as the two drones crashed onto the road behind them.

“Hah! Stingwing 2, drones 0” the insectoid ‘hero’ happily chittered, hovering down to meet them while giving Crystal Knight a sly smile “Oh, is this a private party or have you got room for one more?~”

“Of course you can join in, you don’t need to ask” Ben replied obliviously, the insectoid ‘hero’ covered her mouth as she flushed “Oh wow, so forward~”

Quirking a brow at her odd behaviour, he shrugged turning back to a blushing Crystal Knight “Thanks for the save, I would have been roadkill without you” he bashfully admitted.

“We’ll always protect you ‘partner’. Can’t have that handsome face of yours getting messed up~” she replied in complete seriousness. Ben (of course) gave a small chuckle at the ‘joke’.

Looking down the highway, Ben spotted the Rustbucket in the distance as Max prepared a u-turn to collect them. “Let's get out of here before any more of these guys show up”

The moment of victory was immediately swept away as Vilgax impacted into the road. The shockwave from his landing throws Ben and his ‘partners’ back, the three landing in a heap beside one of the destroyed drones.
The Rustbucket skidded to a halt as Max was forced to throw the vehicle into reverse, Vilgax not even giving it a second glance as he focused on the three ‘heroes’.

“I grow tired of this” as he stomped forward, Stingwing and Crystal Knight prepared to fight.

“Give” Stingwing attempted to trap him inside of a slime ‘web’ as she strafed by. Vilgax simply ripped his way out without breaking his stride.

“Me” Grabbing Stingwing by her tail, Vilgax viciously threw her to the ground. Pausing only to tap a glowing claw against the Chaquetrix icon on her mask, causing the ‘hero’ to vanish in a flash of red.

“No way!” Ben gasped, watching Stingwing vanish. Crystal Knight unleashed a storm of shards at the cybernetic titan.

“The” Vilgax continued his march, the shards failing to penetrate his armoured form.

“Ben, run!” shifting her arms into blades, the crystal ‘hero’ charging into the fray.

“Chaquetrix!” grabbing her by the head, Vilgax lifted her into the air as she stabbed forward and..CRACK!

Ben watched in disbelief as her blade shattered like glass before she too vanished, Vilgax stabbing a glowing claw into the icon on her chest.
Now defenceless Ben was easily caught by Vilgax, the young hero futile struggling against his monstrous grip as the warlord leapt away once more.
Inside the R.V Gwen was numb with shock.

“H-he’s got Ben. Grandpa we need to-” she blinked as Max, instead of attempting to follow the retreating alien, turned around to continue his drive.

“What…what are you doing?!”

“We can’t help Ben right now. We need to get to Mount Rushmore first” despite his calm tone, she could see how torn up he was over the situation.

The drive to Mount Rushmore felt agonising, with Gwen’s nerves not helped when Max took an almost hidden side road leading to a ‘Road Closed’ sign.

“I don’t think visitors are allowed up here”

“We’re not visitors, we’re tennants” Max replied, pressing a button under the dashboard (“Has that always been there?” Gwen wondered) as the ground shifted beneath them.

Gwen watched in a mix of awe and anxiety as they were brought down into the mountain, the road sealing back up overhead as the ‘elevator’ stopped inside of a large warehouse-like structure.
Following Max out of the R.V, Gwen felt her frustration build everytime he would open a panel revealing some strange device only to walk off without a word.

“That’s it! I’m not taking another step until you explain what’s going on” she snapped “What is this place? Why are we here instead of helping Ben? And how do you know about the alien guy who’s after Ben?”

“Well it’s a long story but…” Max pulled a large energy weapon from one of the containers “..let’s just say, I wasn’t exactly a ‘normal’ plumber before I retired”

Outwardly Gwen was still reeling from all the shock of everything, internally a small part of herself flatly responded with “No shit”

Since learning that aliens were real, Ben had hoped to ride on a spaceship one day. Now that it was happening however, Ben would rather be back on solid ground.
Held inside of a metal ring, with each limb secured by a pale beam of energy save for his left arm, the Chaquetrix being locked away inside a large metal cylinder.
As he struggled against his restraints Vilgax scrolled through a series of holographic screens, dismissing them with a wave he turned his attention back to the young hero.

“It appears my suspicions were correct, the Chaquetrix has merged with your DNA. No matter” as he approached a series of oversized cutting tools rose out of the floor around Ben’s prison “Soon it shall be in MY possession, no longer to be a plaything for primitive minds”

“I wasn’t ‘playing’! We saved a bunch of people, my partners are heroes!” Ben shot back, Vilgax’s expression was unreadable.

“That device has the potential to be the most powerful weapon in the universe!” Vilgax held up his arms in a drastic gesture “And then that fool Azmuth perverted it for his own twisted amusement! But that can be fixed”

He continued on as Ben rolled his eyes, typical supervillain monologue.

“It was you who proved the plan was still viable” he admitted much to Ben’s surprise “Despite their…eccentricities…those aliens summoned by the Chaquetrix still retain all their incredible power. And more importantly, they obey any command from their ‘master’. No matter how ridiculous it may be”

“I’m not their ‘master’, I’m their partner. And they listen to me because we’re friends, not because they have to” Ben argued, Vilgax titled his head inquisitively.

“...Even by ‘human’ standards you appear remarkably dull-witted”

Ben smirked “Is that why it took you four tries to catch me?” his smirk was wiped away as Vilgax grabbed one of the more ‘jagged’ cutting tools.

A series of honks from a very familiar horn, caused both Ben and Vilgax to turn towards the far wall in confusion. That confusion increased as the Rustbucket ploughed through the hull of the ship and into the chamber, slamming into Vilgax and sending him flying into the door.
As Ben wondered if he’d finally gone nuts Max exited the R.V, aiming a large cannon-like weapon at the warlord.

“Claws OFF my grandson, Vilgax!”

“Grandpa?!” Ben gasped, barely registering a shaking Gwen stumbling out the door behind him.

Vilgax looked up at his assailant, and roared in fury “Tennyson!”

Max pulled the trigger, a brilliant white-blue beam of energy shooting out and nailing Vilgax in the chest. As he was blasted through the door, Max tossed the weapon back into the R.V before moving to help Gwen get Ben free from his restraints.

“Warning. Hull Breached. Power Surge Detected.” an automated system blared, the Tennysons spotting a wave of electricity travelling around Ben’s prison towards the cylinder containing the Chaquetrix.

While it sparked violently, a faint purple flash could be seen from inside the cylinder. XLR8 and Stingwing appeared, only to vanish almost immediately as they were replaced with Crystal Knight and Wild-Gal.
As the surge ceased, and Wild-Gal was replaced with Armizon and Ripjaws, Max pointed at the casing.

“Armizon, the power surge is affecting the watch. You-”

“What the hell was he doing to you?!” Armizon yelled, taking in Ben’s bindings and how it forced him into an ‘X’ position. “Oh, he’s a dead man!”

Max blinked in surprise “What?” and then her implications dawned on him “Wait no, that’s not what he was-”

“Don’t worry short king, I’ll take care of this”

She effortlessly tore apart the ring, letting him drop into the waiting arms of Ripjaws, Armizon then turned her attention to the recovering Vilgax.
As Vilgax forced himself up he heard the sound of heavy footsteps rapidly approaching, looking up he found four red fists flying towards his face. Coincidentally it was at this point Vilgax realised four things.
One, female Tetramands are the strongest of the species.
Two, the Chaquetrix creates the physical peak of a species.
Which leads into point three, this means he is facing the strongest Tetramand to ever live.
And that leads to point four….this is going to hurt.

“GRAH!” The force of the blows lifted him from the ground, launching him into the ceiling before falling back into the waiting fists of the enraged ‘hero’.

“YOU (uppercut) DON’T (double haymaker) TOUCH (elbow drop) HIM!” with a final punch that shook the very walls, she sent him skidding back along the corridor.

“Holy-” Max gasped, he never thought he’d see anyone deal such a beating to Vilgax.

“That…was terrifying” Gwen admitted to her cousin, who wore an awed expression.

“Are you kidding me? That was awesome, kick his butt Armizon!” he cheered, Ripjaws huffing jealously “Such a show off”

As she paused, breathing hard from the merciless assault, Vilgax returned to his feet. The warlord let out a furious warcry as the black studs on his arms retracted, swelling his arms to truly gigantic proportions as he barreled towards her.
As she charged to meet him the Chaquetrix let out another burst of purple static, her form shifted just as their fists were about to collide. Instead of the expected clash, Vilgax found himself falling forward through and equally surprised Scream Queen. Unfortunately for him, his sheer momentum was too great and his fist carried on its swing and striking the ground.

Scream Queen glared down at him “You might have manhandled the others, but you will not ‘cop a feel’ on me”

Wrenching his hand free from the twisted metal of the floor, Vilgax glared at his spectral opponent…when the sound of groaning metal filled the hall,

“...I despise you” Vilgax managed to spit before the floor beneath him gave way, sending him falling into the depths of his ship.

As Vilgax fell so too did Ben, Ripjaws having been replaced by Cerebra who was forced to roll to avoid being crushed.

“Ow! This stupid surge better wear off soon” he groaned as Gwen helped him to his feet.

“That won’t slow him down for long” Max said, making his way over to a control panel “You two get back to the Rustbucket, I’ll take care of the ship”

The plan would not go as smoothly as he had hoped, dozens of drones began to flood into the room while opening fire. As the humans took cover the ‘heroes’ rushed to help Be-them…help them.

“Big boy, I’m going to need a boost” Cerebra called, readying herself as Ben tossed her up at a passing drone.

While Scream Queen got two to destroy each other by shooting through her, Cerebra prepared to rip out some wiring when the Chaquetrix sparked again. The drone twitched violently before it was overtaken by Ultra-T, who turned its enhanced weapons on its former allies.
As Scream Queen shifted into XLR8, who staggered at her sudden arrival before shaking it off to rejoin the fight, Gwen shook her head frustratedly at the rapid switching and flashes while Max hurried back to their side.

“Time to go kids, we do NOT want to be on this ship when those engines overload” he warned, urging them onto the R.V as he waved for the ‘heroes’ to follow.

Abandoning the drone, Ultra-T shifted her form as she made her way inside the vehicle while XLR8 rushed in ahead of her. As Max steered the R.V to drive it back out the breech hull, Ben collapsed back into the couch alongside his ‘partners’.

“Everyone buckle up, it’s going to be a rough landing” Max said, Gwen hurrying to comply.

“Uh grandpa, there’s no seatbelts back here” Ben replied nervously, blinking in surprise as Ultra-T fused into the couch while wrapping around him and XLR8.

“Do not worry partner-Ben” her circuits lit up as she formed her head beside his “We’ve got you~”

“We sure do~” XLR8 agreed, having pulled Ben up into her lap for added ‘security’

Watching this Gwen slumped back into her seat with a weary sigh “I want to be mad…but I’d rather just get out of here”

The Rustbucket began to pull forward only to suddenly jerk to a halt “Don’t tell me we’re caught on something” Max grunted, pressing harder on the accelerator.

Gwen gulped as she looked into the side mirrors “More like caught by someONE”

Ben flinched as he looked back to find Vilgax glaring through the rear window, the warlord having clawed his way back up to their level. With a mighty heave he began to lift the rear of the vehicle, leaving its wheels spinning helplessly.

“There is no escape, this primitive transport will serve as your tomb!”

Punching through the window, Ben cried out as Vilgax grabbed hold of him once more “Unhand him!” Ultra-T’s eye flashes as she unleashes a point blank shot into Vilgax’s face.

As Vilgax let out a pained cry XLR8 attempted to pull Ben free of his grip, succeeding but at a cost.

“Oh come on! That was my favorite shirt” Ben snapped, staring at the ragged hole in the front.
As Ultra-T’s attack wound down, Vilgax struck the ‘hero’ with a headbutt before stabbing her Chaquetrix icon and timing her out “I will tear the Chaquetrix from your spawn’s broken body and force you to watch as I burn this pathetic world to its core!” he roared, redoubling his efforts to crush the R.V.

“You were a fool to challenge me Tennyson, age has left you weak!”

The sound of an energy cannon being primed drew everyone’s attention “Then you won’t mind if I take over right?”

With XLR8’s help, Ben aimed Max’s discarded weapon at the warlord’s shocked face “No!”

With a brilliant flash of light the beam struck true, Vilgax screaming in fury as he was blasted back once more. Without Vilgax to hold them back, Max gunned the engines forward and put them into freefall as they sailed out the hull breach.
While Max and Gwen tensed in their seats they realised something important…

“Oh no, BEN!” Gwen screamed, looking back in time to see him get flung out the shattered rear window alongside XLR8.

As Ben flailed through the air, the watch let out one final surge “Please be Stingwing or Scream Queen, just someone who can fly!” he begged as XLR8 shifted..and was replaced by Heart's Fire.

“Oh thank god” he gasped “Am I glad to see you!”

Heart’s Fire, after getting over the initial panic of appearing mid freefall, used short bursts of flame to reach him. Shifting the position to carry him bridal style, the flaming ‘hero’ created a ‘board’ of fire as she brought them back down to Earth safely.

“As much as I love helping you out ‘partner’, I really hope we’re done for the day” she half joked, Ben letting out a tired laugh in reply.

“Don’t worry, I think Vilgax has his own problems right now”

Grunting with effort, Vilgax attempted to lift a fallen piece of rubble from himself as he ship began to rapidly ascend.

“Did they think this would stop me!” he snarled “This will be your last mistake Ten-”

“Commencing Self Destruct Launch” an automated voice blared, the warlord’s eyes widened in panic.

“No…” as the engines started to overload Vilgax realised he had once again been foiled by a…

“TENNYYSSOOOOOONN!”

As the Chimeran Hammer ripped itself apart in a cataclysmic explosion overhead, Ben let out a sigh of relief as he leant back against the soft mounds behind him.
Wait.
Blinking, Ben looked up to find Heart’s Fire looking down at him as they sat in a forest clearing. As he smiled gratefully up at her, the full events of today finally caught up with him.
As his expression shifted into a frown, Heart’s Fire let out a concerned hum.

“Is everything ok Ben?”

“Yeah, just tired. Ugh I wanna just stay in Bed for a week after this”

Heart’s Fire grinned cheekily “Sounds like a plan. Maybe I could join you?~”

“Sure, you’re real comfy” he muttered tiredly, causing Heart’s Fire’s flames to flash brighter.

“I see them!”

The pair turned their attention in the direction of the yell, entering the clearing was a disheveled and exhausted Gwen, with Max not too far behind.
Ben smiled in relief at the sight.

“Good to see you’re ok dweeb. How was the ride?” he joked, drawing her attention as she finished catching her breath.

“Oh don’t you start with meee-?” she trailed off, taking note of the ‘hero’s’ satisfied look and Ben’s lack of shirt “...That’s an image I didn’t need in my brain” she moaned, much to Ben’s confusion.

“Let’s…let’s just get you a new shirt and I’ll explain everything” Max attempted to shift the conversation.

“Sounds good grandpa” Ben agreed “Heart’s Fire, you ready to go?”

As she went to answer the watch began to flash chime “Ugh, stupid time limit” giving Ben one last smile she said “Don’t forget about our relaxing day, ok?”

“Ok” he promised playfully as she vanished in a flash of red “Hey grandpa, do you have any fire resistant blankets?”

Gwen stumbled as she made to follow him “Wh-why would you need those?...Ben?...BEN?!”

-Non Canon Omake-

“Why did Vilgax hate you grandpa?” Ben asked as they made their way back to the Rustbucket.

“Um..well…”

(Vilgaxia - 30 years ago)

Max scrambled out of the bedroom window, frantically pulling on his Plumber uniform as lasers rained down around him.

“Phil, bring the ship around now!”

Behind him a very naked female Chimera sui Generis waved playfully after him “Call me~”

Beside her a very armoured, and very furious, younger Vilgax fired at the fleeing human.

“You think you can get away with this?! I will not forget this insult, TENNYSON!”

(Present)

“...Nothing I can think of”

Chapter Text

“...And so after I used the missile launch to shoot Vilgax into his own ship, I thought for sure that would be the last time we’d ever have to deal with him” Max said, having finished his long (long) flashback.

Driving the ‘worse for wear’ Rustbucket, Max turned his head to see the reactions from his grandkids. Gwen was still giving him suspicious looks, while Ben…

“YOU WERE A SUPERHERO?!” his eyes were practically shining.

“I was just a guy doing his job” Max replied humbly, Gwen arched a brow.

“And that job was?”

Max turned back to the road, old memories resurfacing “We called ourselves the ‘Plumbers’. Officially we didn’t exist, but we were the ones they called to deal with…unusual problems” he explained.

“Whoa, does that mean I’m like…a Plumber in training?” Ben asked excitedly, a series of conflicting emotions running through Max as he stared at his grandson’s eager expression.

“So this means you KNEW about the watch this whole time” Gwen said accusingly, Max nervously refusing to make eye contact.

“J-just rumours and scuttlebutt really” he lied “I had no idea it really existed until it ended up on Ben’s wrist”

“Why do I find that hard to believe?” Gwen snarked, causing Max to wince guiltily.

Did he feel bad for lying? Absolutely.
But he’ll be damned before he admits to her what part he played in the Chaquetrix’s creation.

“What she doesn’t know won’t hurt me-HER” he thought to himself.

Thankfully for him a convenient distraction arrived in the form of several emergency service vehicles. As the R.V pulled to the side to let them pass, Ben pumped his fist as he held up the Chaquetrix.

“Looks like a job for the Plumbers. Ready to get back to hero work, grandpa?”

Max shook his head “Both the Plumbers, and my days as a ‘hero’ are long gone”

Frowning Ben slid out the passenger seat and made his way to the back, as Max turned to explain himself he was just in time to see Ben make a dash for the door with his hoverboard.

“Maybe your days are done, but mine are just getting started!”

“Ben, wai-and he’s gone” Max sighed, watching through the windshield as Ben sped off after the convoy.

It didn’t take long to catch up, the emergency responders stopping outside a large hotel. As Ben brought the hoverboard down behind a fire engine, he crept closer to eavesdrop as the manager explained the issue to the driver.

“T-there’s some kind of monster, it’s tearing up the place-!”

Ducking back behind the truck, Ben brought up the watch and made his selections. As two bright purple flashes appeared from behind the truck, the hotel staff and emergency crews were both floored as a pair of women stepped into view.

“Is that…a sexy bug lady AND a sexy fish woman?” one of the firefighters asked, the hotel manager gave a flustered shrug in response.

One officer, remembering his job, attempted to step forward “Ex..(cough) Excuse me, ma’am? I….” as the ‘heroes’ turned to him, the officer realised just how little their ‘costumes’ actually left to the imagination “I…just want to say good luck” he finished, stiffly stepping while flushing bright red.

“Don’t worry people, monster busting is our specialty” Ben called out, flying overhead as the ‘heroes’ strolled past the stunned crowd.

As Ben held the door open for them, Stingwing gave the crowd one last friendly wave as they slipped inside.

“They seemed nice” Stingwing chirped as the trio made their way into the lobby, taking note of the destroyed furniture and the fountain in the centre.

“Fancy a dip, Ripjaws?” she asked playfully, the aquatic ‘hero’ smirking in response.

“I could do with a refresher” she smirked back “What do you say, Ben?”

Ben, distracted while keeping an eye out for the ‘monster’, nodded in agreement “Yeah, sounds like fun”

As the ‘heroes’ high fived behind him, a snarl echoed through the lobby. Moving instantly to Ben’s side the pair got ready to fight when the ‘monster’ stepped into view.

“Is…is that it?” Stingwing asked, giving Ben an uncertain glance as he also seemed nonplussed.

Ripjaws was less reserved in her opinions “HAHA, This little minnow is the ‘monster’? HAH-OUCH!”

The monster, having grown tired of the mockery, launched a piece of rubble at the aquatic ‘hero’ with enough force to knock her off her feet.

“Ripjaws!” Ben cried out, hurrying to help her stand while Stingwing took to the air.

“Hey, you don’t go for a lady’s face creep!” letting out a stream of adhesive slime, Stingwing buzzed frustratedly as the tiny terror dodged every shot with surprising speed.

“Ripjaws, are you ok?” Ben asked, letting her lean on him as she pushed herself up.

“(hiss) Ow, I should be ok” she replied, before giving him a sultry grin “But…I do remember XLR8 mentioning something about a ‘healing kiss’?~”

Ben fondly rolled his eyes “If you’re joking like that you’re fine”.

“Joking?”

Before Ben could register that comment, Stingwing let out a panicked cry above them. As the pair looked up, they saw Stingwing frantically attempting to pull the ‘monster’ off her.

“Get. Off. Me-(riiip) Eep!” throwing the creature back to the ground, Stingwing looked down at the new ragged neck line on her suit.

“You handsy little-!” Diving down she attempted to stab it with her stinger, chittering angrily as it once more darted away…into the waiting claws of Ripjaws.

“Not so tough now, are you?” she growled menacingly as it struggled against her grip “So what do we do with it now?”

Spotting a small safe beside the check-in desk, Ben smirked “I think I have an idea”

One (overly aggressive) throw and a few shots of adhesive slime for good luck later, and the ‘monster’ was securely contained. Making a show of ‘dusting’ of her hands, Ripjaws grinned at her ‘partners’

“You know, after dealing with that Vilgax freak this was a nice change of pace” she admitted, Stingwing gave her a flat stare.

“Says the one that DIDN’T fight him” she snarked, crossing her arms over her chest before wincing.

Ben stepped forward “What’s wrong?”

“I think the little jerk caught me with his claws” she let out a sigh, before squeaking as she felt Ben’s hand trace along her neckline “B-Ben?!”

“Ah, sorry did that hurt? I don’t see anything there” He replied innocently, over his shoulder Ripjaws was giving Stingwing an extremely jealous glare.

Not that she noticed, as Stingwing’s attention was entirely focused on her ‘partner’ “It’s not so bad there, but maybe if you check a little lower?~”

Unfortunately for her, this was the moment an energy blast struck her in the side “ACK!” sending the insectoid ‘hero’ into the check-in desk.

“Stingwing!” while Ben was still reeling from the unexpected attack, Ripjaws let out a pained grunt as a second shot slammed into her back.

Seeing both his ‘partners’ down, Ben tensed as he turned to face the new threat.
It…was a human?
An older man, though not quite as old as his grandpa, wearing a grey jumpsuit and holding an advanced looking rifle.

“Well I’ll be, two more aliens” the man commented, pausing as he got a good look at the downed pair “Definitely easier on the eyes than that Havoc Beast” he leered “Speaking of which..”

Spotting the slime covered safe, shaking as the Havoc Beast tried to claw its way out, the man grinned “Well, ain't this my lucky day?”

“What the heck is your problem?!” Ben snapped, the man jumping in surprise.

“What the-? Where did you come from, kid?” he asked, having missed the young hero thanks to certain…distractions “Nevermind, just stay back” he readied his rifle “I’ll wrap this up”

“No you won’t!” gripping the deactivated hoverboard like a bat, Ben pulled back and swung low…

Max and Gwen made their way to the hotel doors, having easily slipped past the arguing responders and hotel staff.

“I’m not sure what they’re arguing about, but I’m sure Ben had something to do about it” Gwen muttered.

“I know Ben can be…well, Ben. But-” whatever defence Max was about to offer was drowned out by a pained squawk from inside.

“HHHHNNnnnggiii….”

“Ben!” Max threw the doors open “Ben, are you…o…oh no…”

Gwen hid her face in her hands as they saw Ben standing over a man in a grey jumpsuit holding his hoverboard over his head. Behind them, Ripjaws and Stingwing were both surprised (and just maybe a little turned on).

“Ben, what are you doing?!”

“He shot my partners!” Ben snapped back, still holding the board at the ready “I’m not letting him do it again”

“You know when he gets all intense like this…it’s pretty hot~” Stingwing stage whispered to her fellow ‘hero’, Ripjaws nodding in agreement with a ‘hungry’ look in her eyes.

Gwen gave them a disgusted look “Are we sure we couldn’t have let Vilgax take the watch?” she asked Max, who shot her an unamused glare.

A series of beeps and a pair of red flashes later, and Max managed to get a (reluctant) Ben to let the man up “Now, I think it’s time we get some answers he-Phil?”

The man’s head shot up “Max? Haha! Max it is you!” ‘Phil’ cheered , as Max pulled him onto his feet and into a hug.

Ben and Gwen shared a confused look “You know this guy, grandpa?”

Smiling while giving Phil a pat on the back, Max turned back to his grandkids “Kids, this is Phil. He was my old partner back during my Plumber days”

“You had a partner?” at Ben’s genuine confusion, Gwen rolled her eyes.

“Seriously? Grandpa JUST told us the story about how he and his partner beat Vilgax”

Ben blinked in surprise “Oh. Yeah I was more focused on the whole, ‘grandpa was a superhero’ part” he shrugged dismissively.

“Anyway” Max cut in “Phil, these are my grandkids Ben & Gwen”

Phil gave Ben a half amused, half irritated look “Your grandson huh? Yeah that tracks, he’s got a hell of a swing”

“You SHOT my partners” Ben stared back defiantly.

“Partners? How would you know those ali-” Phil’s eyes widened as he spotted the device on Ben’s wrist “Is that the Chaquetrix? I thought you were pulling my leg back in the day when you brought it up” Max frantically mimed for him to ‘zip it’.

“What do you mean?” Gwen asked, narrowing her eyes at her panicking grandfather “No seriously, what did he mean by that?” Gwen pressed

“Well if Max wasn’t pulling my leg, he’s the ‘inspiration’ behind why the Chaquetrix works the way it does” he gave Max a teasing grin “Having it make those..’partners’...was a stroke of genius”

“YOU helped design the watch?/This is YOUR fault?!” Ben/Gwen yelled, Max withering under both Ben’s misplaced admiration and Gwen’s fury.

“....Say Phil, what were you doing here anyway?” Gwen deadpanned at her grandpa’s blatant attempt to change the subject.

“Oh right!” Phil made his way to the still shaking safe “Lucky for these folks I was passing by, this Havoc Beast was causing quite the ruckus” he laughed as Ben frowned.

“I mean, Ripjaws and Stingwing did all the work…” he grumbled while Max ‘hmmd’ quietly.

“A Havoc Beast? I’ve not seen one of those since the one WE caught terrorising Denver years ago” he said, Phil simply chuckled as Max helped him lift the safe and bring it out to his car.

“Yeah those were the days. Hey, have you considered getting back to work? We could team up, relive the glory days” Phil asked hopefully.

“No thanks Phil. Like the Plumbers, I’m happily retired” Max replied, politely turning him down.

“Heh, yeah there wasn’t much work for us once you took care of ol’ squidface. But that seems to be changing these days, I'm actually starting up my own freelance Plumber business” securing the safe in the trunk of his car, Phil gave Max a small smile “What about you Ben? I think you’d make a great Plumber”

“Really?” Ben asked, his enthusiasm tempered by suspicion.

“Sure. Especially with those…‘partners’ of yours, must be nice having them around”

“Of course it is. They…” Ben began before Max suddenly began to usher him and Gwen away.

“WELL! It’s been great to see you again, but right now we’ve got a Summer vacation to get back to. Happy Plumbing” he cut in, waving goodbye to a confused Phil.

“Why’d you rush us out of there grandpa?” Ben asked, slouching in the passenger seat while Gwen sulked at the table.

“Probably wanted us out of there before Phil brought up any more inconvenient truths. Isn’t that right, Mr ‘just rumours and scuttlebutt’?” she sniped, Max sheepishly avoiding her gaze.

The drinks holder on the dashboard suddenly flipped over, the screen flickering to life.

“Oh thank god, I’ll take anything for a distraction right now” he thought in relief.

“Max” a panicked voice called out, as Phil’s face appeared on screen.

“...damn it” Max sighed

“I really hope you’re still nearby. There’s two Vulpimancers tearing up a meat processing plant, on Highway 44”

“I don’t know what a Vulpi-whatever is, but this sounds like a job for some REAL heroes!” Ben smirks, holding up the Chaquetrix while Max pulled a u-turn as they hurried to help.

Arriving at the plant, the Tennysons exited the R.V to find the doors torn from their hinges. A loud, and somewhat familiar, roar echoed from inside as Max cautiously led them inside. As the trio nervously made their way through the empty corridors, eventually making their way to the main factory floor where they found Phil collapsed on the floor.

“Phil!” hurrying to his former partner’s side, Max helped him to his feet before a pair of low growls came from the meat locker.

As the four humans backed up, a pair of orange furred beast-like aliens emerged from the freezing mist. Both female, and while their heads may have been more slender they were unmistakably…

“Wait, Vulpimancers are Wild-Gal’s species?” Gwen asked in surprise.

Pulling up the watch, Ben began to cycle through “Hey, maybe she can sort this out the easy way”

One flash and explanation later and Wild-Gal approached the larger pair, the three exchanging a series of growls and snarls.

“What do you think they’re saying?” Ben whispered, Gwen shrugged back “No idea, but hopefully they’ll be willing to leave.

“So you’ll leave?” Wild-Gal asked the pair, siblings as it turned out, with them sounding off in confirmation.

“We’ll take a few snacks for the road, then we’ll go” the first replied, the second’s gills however flared as something caught her attention.

“Hmm? That scent…who is the young male?” Wild-Gal tensed up at the question.

“Mine. That’s all you need to know” she snarled, the pair scoffed in return.

“So selfish” one snickered. “What, are you afraid that if he has a ‘real’ mate he’ll cast you aside like the runt you are?” the second asked mockingly.

Wild-Gal, in her opinion, handled the situation with professionalism and grace.

“Do you think it’s going well-DAMN!” Phil cried out, the four wincing as Wild-Gal launched one of the older aliens into the air with a sudden uppercut.

While her sibling hit the ground a fair distance away, the other Vulpimancer was too stunned to react when Wild-Gal tacked her into the conveyor belt. Wild-Gal was the physical peak for a Vulpimancer…of her size. Once the shock wore off, the large female managed to get her hind legs up to kick her back.
Skidding to a halt next to Ben, Wild-Gal positioned herself protectively in front of him while Gwen watched the older alien warrily.

“So I’m guessing negotiations fell through” she joked, Wild-Gal snorted angrily “Had…no choice” she replied.

“Wait, where’s the other one?” Max asked, realising the first Vulpimancer was nowhere in sight.

A vicious roar came from behind the right, as the Vulmpimancer sprinted at them from behind some hanging meat. Max protectively pulled Gwen behind him as it prepared to pounce…only to collapse as Phil pulled a small pronged device out of a suit pouch.
To the Tennysons it sounded like a low hum, but to the three aliens?

“Wild-Gal!” Ben couched by the whispering ‘hero’s’ side as she held her head. Glaring up at Phil, he clenched his fist in frustration “What are you doing to her?!”

“Sorry Ben, but this is the fastest way to take down a Vulpimancer” he explained, noting Max’s carefully neutral expression.

“Hmm, lucky for us you had a sonic pitch whistle on you” he commented, Phil shrugged innocently “Hey, it pays to be prepared”

A flash of purple drew their attention, as Ben summoned Crystal Knight to contain the two rogue aliens “Now stay” the ‘hero’ quipped, trapping the pair in a ringed prison of crystal shards.

“Well now. First time I’ve seen a female Petrosapien, impressive” as the former Plumber gave her a once over, the ‘hero’ shuddered and moved closer to Ben.

“Yeah, I know she’s awesome. Now turn off the stupid whistle” Ben snapped, causing Crystal Knight to smile gratefully and Phil to frown.

As the sound cut off, Wild-Gal picked herself up groggily while Ben and Crystal Knight checked on her. “You good?”

At her ‘partner’s’ question, Wild-Gal happily nuzzled into him drawing a tired sigh from Gwen “Better…now”

As she did, Crystal Knight could have sworn she was giving mocking growls to the two trapped aliens “Wonder what that’s about?”

“Your ‘partners’ sure are something Ben, and you’ve got a pretty good head on your shoulders. Honestly, you remind me of your grandpa back in the day…in more ways than one” Phil praised, Ben looking torn between accepting it and holding onto his grudge.

“We made a good team today, why don’t you guys come back to the hotel and celebrate a job well done. It’ll be my way of thanking you for saving my skin” he offered cheerfully, gesturing for Max to follow.

Still wearing a neutral expression, Max agreed and (after moving the Vulpimancers into a storage room until they could be properly dealt with) followed him out.

“I don’t trust him as far as Cerebra could throw him” Crystal Knight said bluntly, Wild-Gal growling her agreement.

“I don’t like how he looks at you guys” Ben admitted, unable to understand exactly why he felt that way “It feels…wrong”

Crystal Knight smiled warmly as she tenderly ruffled his hair (much to his embarrassment) “I knew we could count on you to defend our honour (“HA!” Gwen snorted). Stay vigilant, ma-’partner’.”

Ben nodded as the pair timed out “Ok, time to figure out what’s up with this guy. No distractions” he muttered as he hurried to catch up.

“No distractions huh?” Gwen teased, as Ben looked up from stuffing his face with a tray full of shrimp.

“I can eat and keep an eye out at the same time. It’s called multitasking, all good heroes can do it” he argued, flushing slightly at her knowing smirk “Whatever you say doofus”

Sticking his tongue out childishly, Ben reluctantly turned away from the free food and went back to watching Phil as he chatted with Max.

“This is a ritzy suit, it must have cost a pretty penny” Max commented, taking in the room.

“What, this? This is just a little ‘thank you’ from the manager for taking care of his alien problem” Phil replied “I know I said it before, but we do make a good team. Your experience, Ben’s ‘partners’ and my instincts. Together we’d be unstoppable, what do you think?”

“I think that it’s a pretty big coincidence that we ran into a Havoc Beast, and two Vulpimancers in the same night” Phil’s smile faltered slightly, before returning full force.

“Aliens…go figure!”

Max’s eyes narrowed in response, before he turned and made his way out “I’m going to get some air. I’ll be back in a few minutes”

Phil’s smile morphed into a harsh glare that he quickly covered up, but not before Ben and Gwen shared a knowing look.

“Hey kids, why don’t you guys order something from room service? I need to step out for a bit” the second he was out the door, Gwen turned to her cousin.

“So he’s suspicious as heck right?” she asked, Ben snorted while scrolling through the Chaquetrix.

“Totally. You’d need to be an idiot not to notice”

“I know, that’s why you’ve surprised me” Gwen snarked, earning a glare as Ben slammed the dial down.

As Ultra-T appeared, Ben hurried to grab his hoverboard from the bed (“And you said I didn’t need this” he smugly said to an unimpressed Gwen).
Making their way outside they found that (surprise, surprise) both the Rustbucket and Phil’s car were missing.

“Where do you think they’re heading?” Ben asked, unfolding the board to allow Ultra-T to fuse with it.

“If there’s an alien problem, there’s only one place around here they would go. Mount Rushmore”

“Then let’s get going”

At the Plumber base under Mount Rushmore, Max wandered through the maze of corridors as he made his way towards a certain room. Opening a door, Max stepped into the room to find the pedestal at its centre empty.

“I thought so” he muttered grimly, unsurprised when he heard someone enter the room behind him.

“Looking for this?” Phil asked mockingly, Max turning to see him holding a large pistol-like device.

“The Null Void Projector. I thought all those aliens looked familiar” at Phil’s smug grin, Max’s fists clenched “Why are you doing this?”

“Job security. I release an alien, then get some hotel manager or mayor to pay me to catch it. Easy money” Phil explained carelessly, only serving to infuriate Max more.

“I’m not going to let you get away with this”

Phil sighed in faux regret “Yeah, I figured” suddenly raising the projector he pulled the trigger, forcing Max to dive to the side to avoid the shot.

As Max picked himself up the beam struck the wall behind him, creating a large glowing portal. A hulking, green female alien stomped through. Max deadpanned while Phil cracked a cruel smile.

“Hey, isn’t this one of your many, many, ex girlfriends? A Wigzellian Orc Beast, you always did have…’exotic’ tastes” he taunted “If I remember right, you had to lock her away after she took your break up pretty poorly. Wonder if she remembers you?”

Upon spotting the former Plumbers, the alien’s eyes focused in on Max before letting out an angry roar “Guess that’s a yes” while Max backed up, Phil put on a fake sympathetic look “And don’t worry, I’ll take good care of Ben…until I can figure out how to get the Chaquetrix off him that is”

“Dream on creepazoid!”

“Wha-HURK!”

Max and the Orc Beast blinked in surprise as a riderless hoverboard slammed into Phil’s stomach, sending the rogue Plumber into the far wall. The hoverboard then pulled back and flew towards a pair of young humans at the entrance to the room.

“Ben, Gwen!” Max called out in relief, Ben already cycling through the watch.

“You’re a big one. How about you pick on someone your own size?” slamming the dial down, the light faded to reveal..Scream Queen?

Gwen covered her face in second hand embarrassment “You’ve had that thing for how long, and you still can’t get it to work?”

“Shut up” Ben groused, noticing that Phil was picking himself up “Scream Queen, take care of him. Ultra-T and us will help grandpa”

“Very well Ben” the spectral hero replied “The others want me to pass along some..complaints…to him anyway”

“Ben, you don’t need to do this. We could rebuild the Plumbers together!” Phil desperately tried to beg, Ben glared at the fallen hero in return.

“Don’t bother, I already heard you say you just want the watch for yourself! You’d just sic one of these aliens on me when you were done right?”

Scream Queen’s eye flashed dangerously “Is. That. So?” her voice sending shivers down everyone’s spines, even the boneless Ultra-T!

Realising how badly this was going to go, Phil scrambled out of the room with the ‘hero’ in hot pursuit. “Don’t run. You’ll only die tired” she taunted.

Gwen gave Ben a concerned look “She’s joking…right?”

“Of course she is!” Ben said, immediately jumping to his ‘partner's’ defence “It’s just superhero banter, tough talk”

Gwen was unconvinced.

While Ultra-T and the Tennysons laid the beat down on the unfortunate Orc Beast, Phil panted as he managed to make it outside. Pausing to catch his breath, he felt a chill go down his spine as a raspy laugh echoed through the night air.

“Show yourself!” he screamed, holding the Null Void Projector at the ready. Beads of sweat trailing down his head.

“Well…if you insist…”

Hearing the voice behind him, Phil turned ready to fire…only to freeze up under the ‘hero’s’ glare.

“What was it you said to Ben, that we’re ‘easy on the eyes’? Well then, have a good, long, look” she mocked, pulling the front of her cloak open.

Had anyone been nearby, Phil’s screams would have haunted them for the rest of their lives.
As the former Plumber collapsed in a sniveling heap, Scream Queen pulled her cloak shut once more.

“You’d never be able to handle the Chaquetrix, you’re not even half the man Ben is”

Maybe out of a panicked reflex, or a surge of defiant anger at being considered less than a child, Phil raised the Projector and fired. Scream Queen simply turned intangible and let the shot pass through.

“Are you quite do-” her taunting was cut short as the shot hit the wing mirror on the Rustbucket before reflecting back, passing back through her and striking Phil.

“NOOO!” dropping the projector, he let out one last scream before the portal snapped shut….just as Ben and company emerged from the base entrance.

While Max and Gwen appeared horrified, Ben and Ultra-T were less sympathetic.

“Is this the human belief of ‘karma’, partner-Ben?” the technopathic ‘hero’ asked innocently.

“I’d say so” Ben replied, before catching Max’s disapproving look “What? It was”

Max placed the Null Void Projector safely inside the Rustbucket, having agreed with Gwen that it might be handy to keep around.

“I don’t care what Ben says, I don’t trust that ghost..freak!” Gwen huffed. At the lack of reply, Gwne glanced around “Speaking of the dweeb, where is he?”

“He better not be messing with any of that old Plumber tech” Max grumbled, preparing to go look for his wayward grandson…when speak of the devil.

Ben stepped into the R.V with Cerebra and Ultra-T in tow “Hey grandpa, check out what we found!” he held up a silver disk about the size of Max’s palm.

“Why do you have a rapid deployment, hazmat suit?” Max asked cautiously.

“It WAS a hazmat suit, buuut..Ultra-T and Cerebra had an awesome idea!” slapping the device to his chest, Max and Gwen watched as the disk expanded over him into the same grey jumpsuit Phil had worn.

“How’d you get a Plumber suit into the rapid deployment disk? Our scientists could never get that to work” Max asked numbly, while Cerebra grinned smugly.

“Oh I’m sure you did your best. But never underestimate what a Galvan, and a Galvanic Mechamorph can do together!” he held up her hand to ‘high five’ one of Ultra-T’s fingers.

“Isn’t this great grandpa?” Ben asked earnestly, pulling the hood of the uniform up “Now I can help out more, AND be safer at the same time”

Placing his fists on his hips in a ‘heroic’ pose he added “Plus, I look awesome in this”

“You sure do~/Affirmative~” Cerebra/Ultra-T agreed from behind him, their gaze a little lower than Gwen appreciated.

Gwen leveled a glare at Max “You know this is all YOUR fault, right?”

Max hung his head in defeat “...I know..” he sighed.

-Non Canon Omake-

“Well if Max wasn’t pulling my leg, he’s the ‘inspiration’ behind why the Chaquetrix works the way it does” Phil gave Max a teasing grin “Having it make those..’partners’...was a stroke of genius”

“This..was all your idea?” Gwen asked, eerily calm.

Max gulped “Now Gwen-”

“I’ve been driving myself crazy all summer, and it’s YOUR fault?!” she screamed, weeks of frustration finally boiling over when…

(FLASH!)

Ben, Max, Phil and the ‘heroes’ blinked in surprise at Gwen’s new look. Max especially looked nervous as the glowing purple humanoid figure fixed him with a fierce glare.

"...OK, so I can see that you're upset-" Max began, just before he got tackled by an enraged Anoidte.

Chapter Text

Several days after both Vilgax’s attack and Phil’s betrayal, Max decided that what everyone needed was a peaceful and relaxing trip. As the trio made their way through Yellowstone national park, Max took a deep breath.

“(sniff) Ah, feel that fresh air? Nothing beats relaxing in the great outdoors” he sighed happily.

“Gah! Stupid thing!” Ben yelled, shattering the peaceful mood.

“..Nevermind” Max turned away from the majestic view, to find Ben fiddling with the Chaquetrix while listening to a radio on his headphones.

“Do you need to play with that thing every day?” Gwen asked tiredly, Max faking a cough to hide a laugh at the unintentional innuendo.

“I was trying to get XLR8 out here to see if she could make a food run. I’d kill for a cheeseburger right now, but I;m stuck in the middle of nowhere” he replied grumpily.

Gwen rolled her eyes as she pulled his headphones off to get his attention, causing him to miss a certain news report about an incoming meteor.

“You are so uncultured, Yellowstone is one of the coolest places around!” she argued, gesturing to their surrounding “Try appreciating it”

“God, you are such a nerd”

“Now Ben, Gwen’s right. Besides, you don’t need that fast food junk. You can live right off the land!” Max said, moving a log to reveal a cluster of worms “Grub worms! Oh these things taste great with a sun-dried tomato paste”

As Max happily slurped down a worm, his grandkids were less enthusiastic about it. Grabbing hold of the Chaquetrix, Gwen tried to move the dial.

“You know, maybe XLR8 could get me a burger with chilli while she’s at it!” she said desperately, pushing buttons at random.

“Now who’s playing around?” Ben joked, before flinching back as the watch sparked violently “Whoa! What did you-?!”

A purple flash forced them to shield their eyes, when they opened them again the alien that greeted them was NOT XLR8 “..Who the heck is that?”

Standing before them was a somewhat ‘chubby’, shortstack looking alien with large yellow plates covering her back. Her clothing was essentially a (struggling) sports bra and matching hot pants, the plates around her head acting like a ‘hood’ that framed her (admittedly) cute face.

“No way…” Ben said, before rushing over excitedly “A NEW hero!”

Gwen and Max did not share his enthusiasm.

“This is a nightmare” Gwen muttered “Now there’s eleven of them…Oh god, does this mean there are even more?!” Max attempted to calm her as she spiralled further.

Ignoring his cousin’s breakdown, Ben grinned up at his newest ‘partner’ as she bashfully smiled down at him “This is so cool, I never expected to unlock a new hero!”

“H-hero? Oh no, I’m not-” she started before cutting off as Ben playfully tapped her arm plate.

“Hey, don’t be modest. I bet you have an awesome superpower, right?” the ‘hero’ flushed under his earnest enthusiasm.

“W-well, I-(gasp) LOOK OUT!” crying out in panic, she dived forward as Max and Gwen looked up to see a meteor blazing towards them.

“Gwen!” Max pulled Gwen down as it passed overhead, shattering treetops and kicking up massive dust clouds before impacting further in the park.

“You ok?” Max asked, dusting himself off as Gwen did the same “Yeah, I-I’m ok. Wait. Where’d Ben go?”

Looking around Max realised she was right, there was no sign of Ben or the new ‘hero’ anywhere. There was however a very suspicious yellow sphere where they had been standing.

“Ben?” Max asked, a bad feeling forming in his gut “Ben, are you…in there?”

At his question the ‘sphere’ unfolded, revealing itself to be the ‘hero’ with Ben…’securely’ held against her.

“Seriously?” Gwen groaned upon seeing the ‘intimate’ position Ben had found himself in.

“I-I’m sorry for being so forward” she apologised, flushing as Ben pushed himself up “I saw the meteor and just…reacted”

“Don’t apologise, you were just doing your job as a hero” Ben assured her “Now let’s get over there and investigate!”

“Oh please, allow me” the ‘hero’ offered and, before Max or Gwen could object, curled up around Ben once more and rolled off in the direction of the crash site.

“...I’ve just met her, and I already know she’s going to be a headache” Gwen sighed.

“WOOHOO!” Ben cheered, laughing as they rolled through the forest. The ‘hero’ couldn’t help but grin at his infectious cheer, even throwing in some ‘jumps’ as she bounced through the trees.

Coming to a halt, she carefully unfolded her shell as she sat up. Ben, dizzy from the ride, stayed slumped against her for a few seconds while he reoriented himself.

“That…was fun!” he laughed “We should do that again” he suggested, much to the ‘hero’s’ delight.

“O-oh! Well, if you insist~”

“BEN!” at his grandpa’s yell, the pair looked back to find Max and Gwen sprinting to their side “Are you alright? You were pinballing all over the place!”

“Hey, that could be your codename. Pinball!” Ben grinned down at the alien “What do you think?”

“If you think it’s good, then I’ll ‘roll’ with it” she replied, giggling at her own joke alongside Ben.

“I see the bumpy ride didn’t knock any sense into you” Gwen snarked.

“Actually it was really soft and comfortable inside her” Ben replied innocently, quirking a brow as Gwen seemed to choke on air while Pinball’s breath got shaky (“Oh..oh my~”) “What’s up with you two?”

“Maybe we should leave this conversation for later (or never) and focus on THAT” Max suggested, pointing behind the pair…at a giant red shell sitting at the end of a trench dug into the earth.

“...How did we not notice that earlier?” Pinball asked her ‘partner’.

“I WAS pretty distracted after that awesome ride” Ben admitted carelessly, further flustering Gwen and Max while delighting the ‘hero’

“Such a charmer~” she giggled.

“No more of this, please” Gwen begged weakly.

Her pleas were answered when the red ‘shell’ began to crack, falling apart to reveal a hideous giant purple tick-like creature. As Max and Gwen rushed away to avoid the falling ‘shell’, Pinball once more rolled herself and Ben to safety.
As the four regrouped a safe distance away, they watched as the ‘tick’ set out embedding itself into the earth while letting out a putrid cloud.

“Ugh! And I thought Stingwing smelled bad” Gwen griped, crying out as Ben gave her arm a light punch.

“Can you go one day without insulting my partners?” he snapped, Gwen’s retort dying on her lips as she caught sight of something overhead.

Following her gaze, Ben tensed as he caught sight of the strange pronged spacecraft hovering overhead. The round central section opened, allowing a circular platform to descend with three alien figures atop it.
All three were female, and wearing white robes or similar uniforms. The figure in the centre was the most humanoid…at least from the waist up. She possessed tentacles instead of legs, with an angular face and eyes that resembled Cerebra’s.

Unfolding her long ‘arms’ from over her noticeable bust, she raised them high into the air “Rejoice! He has arrived, in all his glorious glory!” a smaller platform appeared beneath her as she floated down.

To her left was a smaller, six armed alien with noticeable hips. Holding all her hands together as if in prayer, she too made her descent on a smaller disk.
The final alien was very muscular, with a physique resembling Armizon but with four eye-stalks much like Stingwing. An intimidating double-headed axe rested across her shoulders as her own disk activated.

While our heroes watched, the smaller alien hovered closer to the ‘Tick’ and rested her head against its shell “I await his proclamation!”

Max kept his eyes focused on the axe wielding figure as she circled the group “Who are you ladies?”

The ‘Leader’ smiled somewhat patronisingly “Relax. We come in peace”

Gwen scoffed disbelievingly “Yeah, that’s what they all say. Right before they try to blast us”

The ‘Enforcer’ snorted in amusement “A sassy little human, I hear they are quite abundant here…or should I say, ‘were’ “ she stated ominously.

The Leader then took note of the only non-human in the group “An Arburian Pelarota? Surely this is a sign from the Great One!” she gestured towards her, revealing two mechanical hands at the ends of her ‘arms’

“You’re a long way from home aren't you?” the Enforcer asked, somewhat mockingly.

“No. Not really” the ‘hero’ replied, her eyes drifting to the Chaquetrix on Ben's wrist.

“It wouldn’t matter anyway, there’s nothing for you to go back to. The Great One purified your planet last week”

“It did what now?” Pinball asked in concern, while Ben‘s hand slipped into his pocket to retrieve his Plumber disk.

“Quiet, all of you!” the short alien hissed “He is speaking to me” she whispered as the Great One made some unintelligible noises.

“...I don’t hear anything but some heavy breathing” Gwen said bluntly, the ‘Interpreter’ glared at the interruption “Only I speak his language!”

“Of course you do” Gwen snarked, earning a snicker from Ben.

Ignoring the non-believers, the Interpreter closed her eyes as she ‘listened’.

“The Great One…says your planet will be purified, before the next moon” she turned back to the group with a wide smile “You are very lucky!”

At her words a shadow seemed to leak out from the Great One, spreading out rapidly to drain the colour from the earth and trees around them.

“Lucky, isn’t the word I’d use” Max replied, the Leader moving between him and the Great One.

“Oh but it is! Let me show you (“Not the hologram thing again” the Enforcer sighed quietly)” as a projection shone from the gem in the centre of her hood.

“The Great One visited each of our worlds, and delivered his glorious purification” she explained as the projection showed the Great One land on a planet and settle in “See his technique? Burrowing deep into the core and rotting it from within..before consuming it”

“That’s not purification, it’s genocide!” Max snapped, the leader shrugged uncaringly.

“But of course, it is the will of the Great One. Picture it humans” she held her hands aloft “Your cities laid to waste, your oceans dried up and your mountains crumbled. REJOICE IN THE COMING OBLIVION!”

“REJOICE! REJOICE!” the three zealots chanted as Ben slapped the disk on his chest.

As the suit formed over him, he held up the Chaquetrix to call for backup “I don’t think so!”

Seeing her ‘partner’ prepare for battle, Pinball curled up and launched herself towards the Leader. Before she can get close the Enforcer intercepts her, slapping her away with her axe just as she timed out.

“Pinball!” gritting his teeth, Ben slams the dial down aiming for Armizon…and getting Stingwing “..Whatever. You ready to kick some cultist butt?”

Stingwing buzzed eagerly “Sure thing Ben! Need a lift?”

Ben smirked as he pulled the suit’s hood up “Nah, I want to try something. But I could use some cover fire”

Sprinting towards the trio, Ben watched as the Leader and Interpreter struggled to dodge the incoming shots. The Enforcer had a much easier time, urging her disk forward to chase down the insectoid ‘hero’.

“Gah! Stay still, insect!” the Enforcer snarled, her frustration building as Stingwing laughed while dodging her swings.

“I get standing by your man, but I think you girls need to dial it back” the ‘hero’ taunted, leading the furious zealot further away from the others.

Meanwhile, Ben closed in on the Leader who condescendingly smiled down at him from her elevated position. She was so sure of her safety that when Ben activated the suit's jet boots, she was too slow to react when he charged directly into her. As she flailed to keep her balance Ben flexed his hand, a trio of small pellets detaching from his glove and falling at her feet..well, tentacles.

“What..?” at her confusion, Ben gave a mock salute before stepping off the platform as it passed over the startled Interpreter.

Landing beside the multi-armed alien, Ben smirked as the ‘pellets’ went off in three small explosions. The Leader let out an undignified squeal as her platform spun wildly out of control “This suit is awesome!” Ben laughed.

As he faced down the shivering zealot, he felt pretty confident “Ok bug whisperer, why don’t you do yourself a favour and give up no-WHOA!”

Ben ducked as she fired a purple blast from the gem on her hood, the shot going wide and striking the Enforcer in the back just as she was about to slice at Stingwing.

“Oh dear!” the Interpreter whimpered as the Warrior turned to face them…and leaving themselves open to getting pinned by a slime shot from the ‘hero’.

“Uh..forgiveness sister, I was trying to smite the-EEP!”

During her desperate apology, Ben had slipped around behind her and grabbed her upper four arms in a ‘full nelson’. Despite Ben needing to hold back four arms the Interpreter appeared to have no upper body strength, with her lower arms being too stubby to reach back to force Ben away.

“U-unhand me this instant!” she demanded, face flushed at the fact this unbeliever dared manhandle her in such a way.

“Or what? You can’t shoot me back here, and your buddies won’t risk hitting the only one of you who can talk to that thing” he reasoned, watching as Stingwing easily outmanoeuvred the Leader to stick her to the Enforcer with another slime shot.

“To interfere with the Great One’s purification is heresy! You will be crushed under-”

“Under what, your flabby butt?” Ben cut in sarcastically, Stingwing snickering as the zealot’s jaw dropped in shock.

“H-how vulgar! The Great One will-”

“Uh huh, right. Shut up” Ben cut in dismissively, pushing her forward for Stingwing to pin to the others.

“...Either those guys were really weak, or WE are just that awesome. What do you think?” Ben asked his ‘partner’.

“I think it’s pretty obvious” she smirked, buzzing over to his side for a high five.

“Ok, so we’ve dealt with the ‘fan club’, now we just need to squash this bug…er no offence” Ben sheepishly added at the ‘hero’s’ side-eye.

“Hmm, I don’t know, that was pretty insensitive” she replied, pretending to look offended.

“Yeah, that was pretty lame of me. What can I do to make it up to you?” he asked as the ‘hero’ leant closer.

“Well..I have some suggestions~”

“WHAT ARE YOU TWO IDIOTS DOING UP THERE?!”

Hearing Gwen’s scream the pair looked down, and had to do a double take as they realised the situation. The landscape below had been warped and poisoned by the Great One, the trees reduced to twisted fungus-like stubs.

Oh, and Max and Gwen were about to be eaten by a swarm of beaked tentacles. The pair being slowly pulled down into a mud pit.

“Stingwing, save grandpa! I’ll get Gwen!” steering the disk down, Ben activated the wrist blade on the suit (“So freaking cool!” he cheered) while Stingwing brought her stinger up.

Two quick slices and Max and Gwen were freed, the two heroes catching their targets before they could drop into the muck.
Both would probably have rather taken the fall.
Max struggled to put his years of military discipline into use, ignoring the feeling of certain ‘assets’ against his back as Stingwing hooked her arms under his.

“You alright Mr Tennyson?” she chittered politely, oblivious to Max’s inner turmoil “I…um, y-yes. Thank you”

Gwen meanwhile found herself being caught bridal style, much to her embarrassment. Even worse, thanks to the mask hiding his face he (almost) looked cool while doing so.
Not that she’d ever tell him that, his ego’s already bad enough.

“Huh, you’re lighter than you look-OW! What was that for?” Ben complained, setting Gwen down on the disk before holding his head.

“If that’s how you talk to girls, I have no idea why those ‘heroes’ put up with you” Gwen huffed, her annoyance fading as she took in the full devastation around them.

“Everything’s all…gross and twisted” she noted sadly, Ben turning his attention to the ‘Great One’ in the distance.

“Then let’s dig out this tick, or better yet…” lifting the Chaquetrix, he cycled along through the icons “..burn it out!”

Making their way back towards the bloated creature, Ben brought the disk low before jumping off while slamming the faceplate down.
As Heart’s Fire joined him in a ‘superhero’ landing, Stingwing set Max on the disk next to Gwen before joining her ‘partners’.

“Hey Ben! Ooh, I’m loving the outfit.” she tapped her chin thoughtfully “Maybe I should ‘dress up’ for you sometime?~” she offered, Ben tilting his head in confusion.

“Why? I think you look awesome already” he replied sincerely, his confusion increasing as the flaming ‘hero’ covered her face with a delighted squeal.

“How about less flirting and more blasting?” Gwen shouted down, Ben staggering at the accusation while the ‘heroes’ pouted.

“She is such a mood killer” Heart’s Fire grumbled as Stingwing chittered in agreement “Forget her, let’s show Ben why he can count on us”

The pair opened up with a volley of flames and acidic slime, the twin attacks struck true and…

Ben awkwardly patted Heart’s Fire on the back as she wrapped him in a hug, the ‘hero’ miserably apologising for letting him down (and begging him not stop summoning her for some reason). Despite Ben’s assurance that she hadn’t (and that he wouldn’t), he did have to admit that their attacks had done NOTHING to the giant parasite.
She moaned pitifully, squeezing Ben tighter as her magma-like ‘skin’ pressed up against the mask. Ben idly wondered if this is what it would be like to swim in lava, while also being thankful that Stingwing had timed out earlier. He could only take so much ‘sappiness’ at once after all.

When Heart’s Fire finally timed out, Ben stared at the recharging watch as Gwen and Max brought the disk down to his level.

“So THAT went well” Gwen snarked, Ben sticking his tongue out in reply…only to realise she couldn’t see it with the mask on.

“They did their best!” he snapped back defensively “This just…wasn’t the right job for them. Anyway, we just need to let the watch recharge and try again!”

As they lay in a crater, after having been thrown back by one of the 'Great One's' legs, Ben groaned from his position as he lay trapped between Armizon and Crystal Knight.

"Ugh, well that could have gone better" the muscular 'hero' admitted.

"Maybe...but I would say it was all bad~" Crystal Knight smirked, as the pair took notice of their 'partner' between them.

"You two really have no shame, do you?" Gwen snapped.

As Ripjaws and Wil-Gal held their aching jaws after their failed attempts to bite through the armour, Ben found himself pinned between them as they rested their heads against him.

“The coolness from your suit is great for soothing us…I mean our aching muscles” Ripjaws explained (lied).

“Really? Well, if it helps.” Ben shrugged while Gwen sighed “You cannot be this gullible!”

XLR8 let out a pained groan, her legs feeling like jelly after repeated super-speed rushes “Ugh, I can’t feel my legs coach. Could you do it for me?~” (“Does she ever stop?” Gwen sighed)

Ben however was busy attempting to hold up Ultra-T who, having poured too much energy into her blast, practically collapsed on top of him.

Scream Queen’s eye twitched violently, as she closed her cloak once more “Did THAT do anything?”

Cerebra snorted “Given that you tired it ona creature WITHOUT eyes...no.”

Ben yelped as Cerebra was slapped into his face by an irate Scream Queen "I'm sorry Ben...I was aiming for Gwen"

"Why, what did I do?" the young redhead asked exasperatedly.

Ben angrily kicked at a rock as Max and Gwen reclined tiredly atop the hover disk.

“That’s it, I give up” Ben said somewhat manically “This thing is indestructible! It’s like fighting Vilgax again or that biker…wait”

Recalling his battle with the droneified Rojo, Ben also recalled Max’s advice “..can’t take it down from the outside, then..” looking back up with renewed determination, Ben pulled up the Chaquetrix once more.

“Let’s see, Scream Queen and Heart’s Fire? Yeah that should work” as he prepared to dial up his choices a pair of purple energy blasts struck the ground around him, causing his hand to slip before pressing down.

Staggering, Ben fell forward into the newly summoned ‘hero’ “Oh my! Did you miss me that much?~” Pinball gasped, as Ben face planted into her chest.

“Fire again, we must protect the Great One!” the Leader ordered, as the Interpreter clinging to her side fired once more.

As Pinball shielded Ben, her plates deflecting the zealot’s fire, Ben slammed the dial down aiming for Scream Queen again…and summoning Armizon.

“Really? The one time I’m TRYING to call her” Ben thought in disbelief before a pair of screams from Max and Gwen caught his attention.

As the Enforcer knocked the humans off the hover disk (returning it to her fellow priestess), Ben rushed to put together a plan.

“Armizon, catch them and then help me deal with those psychos” the muscular beauty nodded before effortlessly making the save. Setting them down, she fixed the three zealots with a savage grin before leaping into battle.

With Max and Gwen safely by his side, Ben turned to his latest ‘partner’ “Pinball, I’m really sorry about this…but you need to take that thing down from the inside. It’s gross but I’ll make it up to you, whatever you want”

“Whatever I want?” The ‘hero’s’ eyes widened in joy while Max and Gwen’s shrunk in horror.

“Anything within reason-!” Max tried to run damage control, only for Pinball to speed off towards the ‘Great One’ like a woman possessed “Told you she’d be a headache” Gwen sighed heavily.

A pair of feminine screams caught the trio’s attention as the Leader and Interpreter were tossed unceremoniously to the ground behind them. Armizon soon joined them…by slamming the Enforcer into the dirt with a piledriver.
With a clear shot at the ‘hero’s’ back, the Leader attempted to activate the head-dress laser…only to find Ben holding the suit’s wrist blade against her neck.

The Leader scowled up at him “You dare threaten us, the brides (“Gross” Ben shuddered) of the Great One? He will-”

“I don’t think he’ll be doing much of anything actually” Ben taunted, the Leader’s expression shifting from rage to concern “What do you-?”

A horribly groaning sound filled the air as everyone turned to the ‘Great One’, its body convulsing rapidly as something appeared to be moving inside of it. As it continued to convulse and swell, its shell began to split as blue ichor started to leak out.

“It's gonna blow!” Max warned, blinking as Armizon grabbed the three zealots and held them over the group like a makeshift shield.

“Oh this is going to be so gross” Gwen gagged, closing her eyes as the Great One burst.

When the dust (and ooze) settled, Armizon carelessly dropped the thoroughly covered zealots to the floor as she checked on her ‘partner’.
Oh and Max and Gwen too.
Mostly slime free, the human trio took in the devastation as Pinball skidded to a halt to their right. Unfolding, she shuddered as she shook off as much of the ‘Great One’ as she could before approaching Ben.

“You did it! See, I told you you’d be an awesome hero” Ben cheered, missing the exasperated look on Gwen’s face.

“You did good newbie” Armizon congratulated, giving her a gentle (for her) pat on the back “We’ll need to give you a proper welcome after we time out”

“Thank you” Pinball said sincerely, before looking bashfully at Ben “Speaking of celebrating, I’ve thought of how you could make it up to me”

“Alright” Ben nodded, determined to keep his word despite his family’s concerns “What did you have in mind?”

“I’d..like to have another ‘roll’ with you” she flushed causing Armizon to do a double take.

“A-a roll? What uh, what’s that about?” she asked, trying not to appear too jealous.

“Oh, it’s this thing where I’m inside her and…” Ben naively began to explain.

“I-inside?!/Phrasing!” Armizon/Gwen blurted out in embarrassment, Ben feeling utterly lost while Max tried not to laugh “I know I shouldn’t…but at this point it’s either laugh or break down” he thought to himself.

“You-you killed the Great One” the Leader muttered, drawing their attention.

“Oh right, I forgot these guys were still here” Ben deadpanned.

“I’ll take care of this” Armizon replied, unusually neutral as she grabbed the trio…and launched them into their waiting ship with (perhaps) excessive force.

As the ship made its shaky retreat, Ben approached the pouting Armizon “You..seem upset about something” he started cautiously.

“I’m fine” she replied, utterly unconvincingly.

“Is..this about me ‘rolling’ with Pinball?” she tensed and looked away “I guess so” he deadpanned, before wondering how to fix this “...Would you like to go for a roll too?” he asked innocently.

“What” Armizon, Gwen and Max all looked at him stunned.

“I mean, it’ll be different than with Pinball…but I think it would still be fun-Wah!”

Gwen rushed to try and shut Ben up, as Armizon let out an excited ‘squee’ while she covered her face. Max turned to a giggling Pinball who flashed him a cheeky grin.

“Is it always like this?” she asked as he hung his head.

“Sadly, yes”

-Canon Omake-

“So it’s weird that everything went back to normal so quickly right?” Gwen asked, as she and Max returned from a nature walk. A small break from the insanity of the day.

“Well it's actually quite simple. It’s because of-(sigh), Ben…” Max trailed off, as they approached the Rustbucket. Still covered in alien ooze.

“Why doesn’t it surprise me that the doofus slacked off?” Gwen snarked, before the sound of laughter reached them.

A bad feeling forming in their guts, the pair hurried around to the other side the R.V….and immediately froze.
Evidently, Ben had decided that this was taking too long by himself and had called in some ‘help’. Gwen’s face burned as she watched Crystal Knight pose provocatively as a soaking Ben managed to catch her with a bucket of water. In the background Ripjaws emerged from a nearby river with a fresh bucket, making sure to sway her hips with every step.
Fortunately for them, Ben noticed their return at this point and looked chastised (“For the wrong reasons!” Gwen thought) as he sheepishly rubbed his head.

“Eheh, hey grandpa” he chuckled guiltily “Sorry I got distracted, but it wasn't my fault! See it started when Ripjaws accidentally (“Sure it was” Gwen snarked) splashed Crystal Knight and-Are you ok grandpa? Your nose is bleeding”

Max pinched his nose while pointedly avoiding Gwen’s disappointed look “Just…just go get dried off Ben”

Chapter Text

Gwen stared at the line of people before her in frustration, impatiently tapping her foot before she checked the time on her cell phone.

“We’ve come all the way to San Francisco, and all we’ve done so far is stand in a line for a stupid video game in this heat….for TWO HOURS!” she finally snapped. Ben simply shrugged.

“And it’s going to be worth it” He replied “And it’s not just a ’stupid’ game, it’s Sumo Slammer 2.1!” He sighed happily “I’d do ANYTHING to get my hands on a copy”

“Thank god his ‘partners’ weren’t around to hear that” Gwen thought nervously, her eyes flickering to the watch “Don’t you already have that game?” she asked.

Ben scoffed “No dweeb, that was Sumo Slammer 2. THIS is Sumo Slammer 2.1! Now you can change your fighter’s colour at ANY time” Gwen gave him a look of utter disbelief “Are you kidding me?”

“Let’s not fight you two” Max said diplomatically “There’s a nice air conditioned book store down the block. Why don’t we wait there until the line thins a bit?” he suggested.

“And lose my spot? No way!” Ben shook his head “You guys can go if you want, I’ll get my game and meet you back at the Rustbucket later”

Max hesitated to leave Ben alone, before deciding that if he stayed in line it might actually keep him OUT of trouble for once. And so, at Gwen’s urging, the pair made their way to the store.

-Some time later-

Max and Gwen exited the store, refreshed and ready to meet back up with Ben. “Do you think Ben’s gone stir crazy in that line yet?” Gwen asked jokingly as they approached the store.

Any levity was soon swept away as the store front exploded out, customers ran screaming as police pulled up to the scene. As they readied their weapons, a very familiar figure leapt out of the ruined store to engage them.

“Grandpa” Gwen began nervously “Why is Armizon attacking the police?”

Bullets bounced harmlessly off her (chest) as Armizon tossed a police cruiser like a softball, Gwen and Max hurried to intervene.

“I know he said he’d do ‘anything’ for the game, but this seems way too extreme!” Gwen yelped as Max pulled her out of the way of an unfortunate officer.

“Ben might be a little reckless at times, but I don’t believe he’d do something like this” Max said as an armoured truck pulled up to the scene.

The driver’s side door opened as a tall, blonde and well built man stepped out. Holding up his badge to one of the officers taking cover.

“Lt Steel, Special Alien Containment Team. We’ll take it from here” at his words, a trio of armoured agents exited the vehicle and began to prepare a two man, cannon-like device.

“That doesn’t look good” Max muttered, wincing as the shot launched Armizon back into a pizzeria “Shouldn’t we..try and stop them?” he pointed out, Gwen however scoffed.

“If she could handle Vilgax, she can survive these guys” she replied dismissively “We should try and find Ben. Seriously, where could he have gone?”

A furious yell drew their attention back to the ‘fight’, as Armizon stomped out of the pizzeria. Holding the still burning oven over her head she launched it at the nearest police cruiser, the resulting explosion sending everyone scrambling for cover.
As Gwen and Max watched from their hiding spot Armizon appeared to scan the area, before snarling in frustration and leaping away.

“I have no idea what this was about, but we need to find Ben. We’ll use the gps in the Rustbucket to track the watch” Max stated, the pair hurrying back to the R.V.

Stepping inside, that task proved easier than expected. As sitting at the table playing his new game was Ben, who gave them a curious look as they entered.

“There you guys are, I was starting to think you got lost or something” he joked, before noticing their unamused expressions “What?”

“Don’t you ‘What?’ us doofus!” Gwen snapped, yanking the game out of his hands (“Hey!”) “What were you thinking, setting Armizon on a rampage like that?”

Ben scowled, snatching the game back “I’m ‘thinking’ that I have no idea what you’re talking about”

“Oh really?” Gwen turned on the T.V to the news channel. Sure enough, a report showing the incident was on screen.

“What the hell?!” Ben yelled, dropping his game as he sat up “Language, Ben” Max scolded, but Ben was too stunned to take it in.

“That’s not her” he finally replied, Gwen gave a sarcastic laugh “So it was ANOTHER 12 foot floozy with huge…muscles, that just ‘happened’ to be in the same city as us?”

“Hero!” Ben corrected stubbornly “And I’m not going to let whoever that was, get away with framing my partners” grabbing his hoverboard from his bunk, he slipped past a surprised Max before making his way back into the city.

As Ben stared at the street that ‘Armizon’ had attacked, checking over a crushed brick while Max and Gwen approached.

“Returning to the scene of the crime?” she quipped as Ben waved her off.

“Can you give it a rest? I’m looking for clues”

“Ben, what do you think you could find that the police couldn't’?” Max asked, not unkindly.

As Ben struggled to come up with a reply he spotted something, a hulking figure moving through a nearby alley. As Ben’s eyes widened in shock, ‘Armizon’ sprinted away.

“There she is!” Activating the board, and slapping on his Plumber disk, Ben took off after the retreating figure.

After the initial shock had passed, Max and Gwen made to follow the young hero. Barely able to keep him in sight, they tracked him to the ‘U.S Mint’.
Pausing only for Max to catch his breath (“Who said…retirement was…relaxing” he wheezed), the pair made their way inside.
Entering the main work floor, they soon realised they’d lost track of him.

“Where’d that boy go now?” Max wondered. An explosion from across the room seemed to answer him.

“Oh god, what’s he done now?” Gwen groaned, rushing to investigate.

As they cleared a conveyor belt, they found Heart’s Fire threatening a pair of security guards “Ok, I refuse to believe that there are two aliens that look like that running around…If only for my own sanity” Gwen added quietly, before storming over to the seemingly rogue ‘hero’.

“I don’t know why he convinced you to do this, but Ben’s got another thing coming if-”

“Gwen, get away from her!” Gwen looked back to find Ben hovering beside grandpa with Crystal Knight and Ripjaws beside them,

“Are you really still trying to-why do you already have two ‘partners’ out?” Gwen’s anger fizzled out as the reality of the situation settled in “But then..who are..”

‘Heart’s Fire’ smirked as she made sure to push her chest up “Isn’t it obvious? I’m a real hottie!” raising a hand, the fake unleashed a wave of fire at the defenceless girl.

Gwen’s eyes snapped shut as she waited for the hit, but it never came. Cautiously opening her eyes, she found a wall of green crystal shielding her from the blaze.
As she let out a sigh of relief that trailed off into a squeak as Ben swooped in to bring her to safety.

“Ripjaws, get everyone to safety. Me and Crystal Knight will take care of this fake!” setting his flustered cousin down, Ben popped the suit’s wrist blade as the crystalline ‘hero’ shifted her own arms into blades as she followed him back into the fray.

“Why did Ben summon you if-/ Misdial” Max asked, with Ripjaws cutting him off with a curt and embarrassed reply.

With that taken care of, Ben took to the air as Crystal Knight rushed down ‘Heart’s Fire’. With a cheeky laugh the fake aimed a shot at the floor, slipping away in the smoke while Ben tried to track her from above.

“Finally, I was wondering what a girl needed to do to get your attention.” the fake said, hidden from sight.

“You framed my partners for attention?” he snapped back, the fake simply laughing off his anger.

“Oh I wouldn’t worry about these fakes Ben” the imposter replied “You’ll have a ‘real’ partner soon enough”

As a fireball struck a bag of coins on the overhead rails, Ben realised it was right over Crystal Knight “Look out!”

The warning came too late and she was knocked down as the bag burst on contact, burying the ‘hero’ in freshly minted quarters.
Before she could push herself up the imposter dropped back to the floor, bathing her in a stream of fire and trapping her in a molten pile of metal.

“Now that she's out of the way, why don't you come down here, Ben~?” the fake beckoned him down.

“Alright, you asked for it” muttered grimly, gunning the board down with his blade raised…only for the fake to launch herself up with a burst of flames.

No time to dodge, Ben grunted as he was tackled off the board. Held tight by the fiery imposter, he soon found himself pinned against a wall.
As he struggled his captor smirked and adjusted her grip, one hand securing his hands behind his back while she held him against the wall with her chest.

“Did you dress up just for me? I'm flattered” she giggled, using her free hand to remove his hood “But I've been waiting a ‘long’ time for this~”

“A long time for wh-MMPH!”

Crystal Knight went eerily still as the watched the fake pull ‘her partner’ into a deep kiss, his eyes going wide as a fierce blush covered his face.
Pulling back, the fake gave the trapped ‘hero’ a taunting grin as Ben reeled from the unexpected ‘contact’.

“Wh-why did you…?” He stammered, struggling to get his thoughts in order.

“Surprised? Maybe this will help…” Suddenly her face began to twist and morph, after several agonising seconds it stopped to reveal…

“BEVIN?!” Ben couldn't believe it “But how? I though you lost your powers after-”

“After our little lovers spat?” Ben's face twisted at her ‘teasing’ “When I took the power from your watch, it came with some pros and cons”

“Cons? I can only stay in human form for a short while. But given that you prefer…’exotic’ women, I think that's not too much of a problem~” she explained, Ben doing his best to lean away.

“So what's the upside?” Ben asked, hoping to buy time for Crystal Knight to break free. “Seriously, what was taking her so long?” He wondered, the ‘hero’ only just starting to shake off her shock.

“(giggle) I'm sure you can think of at least two~” Bevin said, pressing harder against him as her face returned to Heart’s Fire’s.

“How dare you”

Bevin glanced over her shoulder at Crystal Knight, the ‘hero’ literally shaking with rage.

“HOW DARE YOU!” With a mighty yell multiple Crystal spikes grew from her arms, tearing the metal mess to shreds.

Wasting no time, Crystal Knight charged the stunned criminal, landing a brutal punch to her face and pulling Ben free of her grip “You dare defile my mas-’partner in such a way? I’ll have your head!”

While Ben hurried to retrieve his wayward hoverboard, he made sure to keep one eye on the fight. “Man, she’s taking this really personally” he noted “I mean, it was embarrassing and gross but I thinks he’s angrier than I am”

Bevin leapt back, flinging a volley of fireballs that the ‘hero’ swatted aside with her blades as she closed the gap. Succeeding in pinning her to the floor with a bladed arm to her throat, Crystal Knight glared at the smug villainess.

“Putting on some ‘girl on girl’ action for Ben?” Bevin jokes, Crystal Knight sneered at the suggestion “If I were to do so, it would be with the ‘true’ Heart’s Fire” she began pulling her arm back.

Before she could strike, the windows exploded as dozens of S.A.C.T agents repelled their way in. While Ben and Crystal Knight were distracted, Bevin placed her hands against Crystal Knight’s chest (“U-unhand me!”) before blasting her off.

Getting back to her feet, the three found themselves surrounded as Lt Steel stepped forward “Sorry ‘Rock-Head’, but there won’t be any unauthorised withdrawals for you and your buddies on MY watch”

“Hold on, we’re not with her!” Ben (having luckily pulled his hood back up) tried to explain, Bevin however smirked “You’ll never take us alive!” unleashing a massive burst of flames, she scattered the agents (and Crystal Knight)

Cackling, she shifts forms into Stingwing. As Ben slashed at her, she managed to weave out of the way while blowing a kiss “We’ll carry on our date another time~”

As she flew up through the glass dome, Ben prepared to follow when the S.A.C.T agents opened fire on the downed Crystal Knight. The shots, while doing no damage, did reflect off her skin causing even more chaos.
While Ben went to help, Steel leveled a pistol at his back.

“Stand down short stuff, we can help you. Once we’ve tracked down her flying pal (“Not her ‘pal’!” Ben snapped) both of them will get an all expenses paid trip to Area 51” he threatened, unaware of the figure approaching from behind him until it was too late “We can get you away from them, kid. She won't slip away this time”

“Sorry ‘scar-face’, but this will have to be the one who ‘got away’ “

As Steel tried to shift his aim to this new threat Ripjaws simply grabbed him with her maw, shaking him around before tossing him away like a chew toy “You alright ‘partner’?”

“Thanks for the save, I really didn’t want to find out if this suit’s bulletproof” Ben quipped, the aquatic ‘hero’ smiling widely in return.

The sound of the watch beginning to time out rang out, Crystal Knight planted herself between Ben and the agents before creating a wall of crystals to cover his retreat “Go! And be careful if that…wench shows her face again!”

“Wait, wench? What happened here?” Ripjaws questioned, utterly lost before the ‘heroes’ vanished in a flash of red while Ben made his escape.

By the time Steel managed to return to his feet all targets were gone “Damnit!” punching the ground he reached for his radio, “All units, spread out and search for any traces of them”

Outside Ben dismounted and retracted the suit as he met back up with Max and Gwen, the pair relieved to see him in one piece. “Thank god, you’re okay. I was worried that…wait, what’s that on your face?” Max asked in concern.

Confused, Ben checked his reflection in a nearby window to find what looked like soot ‘lip marks’ over his mouth “Oh gross, I didn’t need reminding of that” he shuddered, wiping it away.

“Those better not have been what I think they were” Gwen muttered numbly, Max not faring much better.

“Trust me it wasn’t my idea” Ben replied grimacing “But we need to get out of here, there’s some crazy alien hunters inside that..uh oh”

The trio came to a sudden halt, almost running into a S.A.C.T agent as they turned the corner. When the agent raised his rifle on reflex, Max moved to cover his grandkids. “Whoa there friend! Easy with the hardware”

“What’s going on there, soldier?” Steel questioned, as he approached the agent.

“False alarm sir, just some civilians” the agent replied, Steel gave them a clinical once over before focusing on Ben.

“Looking a bit nervous there kid” he commented, Ben hurried to hide the watch behind his back.

“Uh, no. No I'm…I'm fine?” Steel’s expression was unreadable, the trio growing increasingly nervous under his scrutiny.

Suddenly his radio crackled into life, breaking the tension “Sweep complete sir, no sign of any of them. It’s like they just vanished into thin air”

Acknowledging the report, Steel gave the Tennysons one last stare “I don’t suppose you three have seen anything…strange around here?”

“No sir, but we’ll be sure to tell you if we do.” Max said, holding back a sigh of relief when Steel stepped aside to let them go.

As the trio made their way back to the R.V, Steel turned to the agent “Keep an eye on them, according to the reports that kid looks exactly like those freaks’ type. Better to be safe than sorry”

Back at the Rustbucket, Ben filled his family in on what happened at the Mint “..So it was Bevin at the game shop too. It was all a set up to get my attention!”

“Sure, it was your ‘attention’ she wanted” Gwen replied sceptically.

“Please don’t bring (ugh) ‘that’ up again” Ben shuddered, wiping his lips again “Besides, I want to know what the Steel guy meant by ‘this time’. So hurry up with your nerd search”

“Trust me, I don’t want to think about it either” Gwen snarked “And I have found something, so maybe try a thank you?”

“Yeah sure, thanks. Now what’d you find” Ben replied dismissively. Gwen rolled her eyes in response as she turned the screen around.

“Your crazy ex (“Not my ex!”) has been busy, and not just here.” she clicked through multiple news articles “Wild-Gal in Tallahassee, Ripjaws in Chicago, Scream Queen in Barstow!”

“Huh, it says in the reports that they attempted to abduct young brunette boys at each scene, before abandoning them for unknown reasons” Max noted, an uncomfortable feeling in his gut.

“So she was searching for me?” Ben pieced together before scowling “And she made my partners look like criminals at the same time!” Ben said angrily, missing Max and Gwen’s flat looks “Next time she shows her stolen face, I’ll-”

A loud series of screams from outside caught their attention, the trio watching out the window as a cable car covered in a very familiar purple lined, black metal raced past downhill.

“You were saying?” Gwen joked nervously as Ben geared up for action once again.

“Alright, time to fight tech with tech” successfully summoning Ultra-T…after summoning Wild-Gal “You guys ready to-are you ok?” he asked, noting how agitated they both looked.

Wild-Gal was snarling as she sniffed the air, while Ultra-T’s ‘eye’ appeared to frowning “GRR…where…is she?”

“Bevin? She’s hijacked a cable car, so we should-”

“Target acquired” Ultra-T stated, fusing into the hoverboard and extending it to allow Wild-Gal to clamber aboard before giving chase. Ben was forced to hang on tight to the feral ‘hero’ to avoid being flung off the speeding vehicle.

They were so focused on catching up to Bevin that they failed to notice the S.A.C.T agent observing them from the roof.

Easily catching up to the runaway car, Ben flew alongside it as the ‘heroes’ leapt aboard. Ultra-T prepared to fuse with the car to combat her directly, before a tendril shot out and snagged Ben, pulling him inside “Don’t be shy Ben, I set up this little ride just for you after all~”

“Get off!” he struggled against his restraints until the pressure began to lessen. Looking down he soon found out why, although he wished he hadn’t.

Bevin, abandoning the car, fused directly onto Ben’s suit “Ooh~ If I knew this was possible, I’d have done it back at the Mint”

Ben’s eyes widened as Bevin forced his limbs to his side, the feeling of dozens of hands running across him as her ‘face’ appearing on the inside of his mask “Actually, why don’t we get out of here and find somewhere more ‘private’~”

“Cease your violation of our partner at once!” came a furious synthetic yell, as Ultra-T slid into the car before also launching herself onto the unfortunate young hero “Oh come on!”

As Ben staggered back and forth Wild-Gal entered the car, not that anyone noticed as they were too distracted by the display before them. The two technopaths rapidly shifted across his form as they tried to force the other out.

“Haven’t you ever heard ‘three’s a crowd’? So back off! ” Bevin taunted, a hand forming over Ben’s back to grab at Ultra-T’s head “Besides, why would Ben want you when he’s got the upgraded version right here?”

“Your statement is laughable, you are simply an inferior copy!” The ‘hero’ shot back, pulling Bevin back…and accidentally sending Ben into a bench.

As the fight continued, one would attempt to take control of Ben’s limbs to try grab the other when they were partially detached. One particular clash ended up with the two, both detached from the waist up, engaging in a ‘brawler’ lock…with the young hero’s head caught between their voluptuous chests.

“MMPH! Wild-Gal…helMPH! Grab…MMH!..Bevin” Ben managed to call out as the two continued to shift over and around him.

“Can’t..grr..tell who…who” she growled apologetically, the mess of scents throwing off her ‘vision’.

“Should we…do something?” one of the passengers whispered, as Ben’s muffled complaints could be heard from the mess of bodies “I’m not paid to deal with…whatever that is” the conductor replied, though his eyes did trace over their forms “...But maybe I could give it a go?”

Managing to plant his feet, Ben managed to bring his hands up to push them off his face. In doing so he also got a good ‘handful’ of both fighters.
Not that he noticed, but everyone else sure did.

“Wh-ho-ho! I didn’t know you had it in you Ben~/P-partner-Ben! I-I must ask you to be gentle~” the two gasped out in surprise.

A familiar mother covered her son’s eyes “I thought we’d left these deviants behind in D.C” she moaned.

“Finally, some breathing room” he gasped, before tilting his head as his right hand brushed over something “The watch logo?…! Wild-Gal, on my left!”

Bevin realised what was happening too late, as the wild woman pounced at her and ripped her free from their ‘partner’. As she tried to slither up and reform, a bright purple light caught her attention and she looked up to see Ben pulling back an Ultra-T enhanced wrist blade.

“Don’t-AARGH!” The shapeshifter was blasted out the car’s window by an energy ‘slash’, landing in the bay up ahead…wait.

“Ultra-T, the breaks!” Ben screamed, the synthetic ‘hero’ fusing with the car and brought it to a sudden halt.

Ben was ‘lucky’ enough to land on Wild-Gal as he fell, the ‘hero’ happily securing him from any harm. The passengers' stop was less comfortable.

“Thanks Wild-Gal” The ‘hero’ nuzzled him as she held up to the crook of her neck “Well that didn’t go exactly as planned, but it worked out right?” Ben asked, before wilting under the glares of the passengers “...We should go”

The sun was setting by the time his partners timed out, allowing Ben to slip away and meet up with Max and Gwen at a secluded parking lot.

“Man, am I glad that’s over” he sighed, accepting a hug from Max “But I guess I know Ultra-T can fuse with the suit now”

“Wait, what?” Max asked in concern.

“Yeah, it feels weird though. Or..it did when Bevin did it” he shuddered at the memory “But with Ultra-T? It actually felt kinda..nice”

“Nope!” Gwen cut in loudly “We’re not talking about being ‘inside’ another alien. Let’s just head back to the Rustbucket and-”

“You won’t be going anywhere little lady”

“Oh you are kidding me!” Ben groaned as Lt Steel appeared from behind a nearby building, eighteen armed agents moving to surround the family.

“Now you have two options. Tell us what you know about these aliens, or spend the rest of your lives in a cozy little cell” Steel threatened, Ben’s eyes instinctively drifting to the Chaquetrix. This did not escape Steel’s notice “That watch is important to them, isn’t it?”

As he grabbed Ben’s arm, Max was only held back from attacking thanks to the sheer number of weapons aimed at him and Gwen while Steel interrogated Ben. “Does it send some kind of signal for them? Why do they target young, brunette males? What’s your relationship with them?”

He was far too close to the truth for Ben’s comfort, or for Max and Gwen’s for that matter. Fortunately, luck seemed to favour them today as one of the agents stepped forward “Sir, we’re gettin reports about a hot-I mean a crystal woman attacking the Golden Gate Bridge. It sounds like she could bring the whole thing down!”

Letting go of Ben’s wrist, Steel called for an extraction chopper “This isn’t over” he promised as the chopper arrived.

As Steel and his agents made their exit, Ben sighed and fished out his Plumber badge for the third time today “Well, ‘third times the charm’ right?”

“Yeah but for who?” Gwen asked in concern as Ben suited up and took to the skies.

Arriving at the bridge Ben could see that, to the surprise of no one, Steel had failed to stop Bevin. In fact the man was currently being beaten senseless atop one of the towers, with Bevin shifting one of her arms into a blade, preparing to finish the job.

“Oh no you don’t!” Ben thought, pushing the board faster, he soon reached the tower with Bevin turning to greet him.

“There you are. Sorry about the mess, I’ll just take care of this and them we can get down to business~”

“I’m not playing around Bevin, we can do this the easy way..” Ben said defiantly while slamming down the dial, summoning Armizon “..Or the hard way”

Bevin let out a amused sigh “Sorry Ben but I’m not into threesomes, I don’t like to share”

“Huh?/ As if we’d ever let you join in!/ …Just kill me now” Ben/ Armizon/ Steel replied.

Bevin smirked at the wounded agent “Well, since you asked so nicely..” with that limited warning Bevin hurled him away, Ben letting out a horrified “NO!” as he urged the board forward.

“Don’t leave yet Ben, you just got here” Bevin smirked, reaching out to grab him…only for her arm to be caught by a furious Armizon.

“I think you’ve manhandled our man quite enough!” delivering a pair of punches to the shapeshifter’s stomach, lifting her into the air “And we still owe you for stealing his first kiss!”

Grabbing the airborne girl, Armizon slammed her back down, Bevin letting out a pained gasp as she hit the deck.
As the ‘hero’ reared back for another punch Bevin raised her palms up and fired a volley of crystal shards, Armizon staggered as the shards deflected off of her.
As the muscular ‘hero’ was forced back, Bevin kicked back up onto her feet. Arms shifting to blades, she slashed wildly with each swing creating small but noticeable cuts on her arms.

“Ben doesn’t need you ‘fakes’ anymore! I can have any form at any time, I’m ALL he needs!” the villain ranted, until a swift uppercut to her chin knocked her for a loop.

“You might be able to copy our looks and powers, but that’s not all that Ben wants!” Armizon grabbed the smaller woman in a bear hug, squeezing so hard small cracks were forming on her skin “He wants us for WHO we are, not what we can do”

Bevin’s form shifted into Heart’s Fire before erupting in an intense burst of flame, steadying herself as Armizon was forced to let go and back away. “Puh-lease, Ben belongs with ME! Once I get rid of you, he’ll realise how much better together WE can be!”

“Don’t bet on it!”

Bevin was suddenly battered from all sides as XLR8 blitzed her at incredible speeds, before falling back beside her fellow hero. Confused, Bevin then looked down as three small spheres landed at her feet.
The spheres detonated, tossing her over the side of the bridge support while Ben brought the hoverboard down alongside his ‘partners’.

“Sorry I took so long. That Steel guy was being really stubborn” he apologised before focusing his attention on Bevin, now having taken Stingwing’s form “You two ready to wrap this up?”

As she made a wild charge at the trio her form shifted again, leaving her back in her human form as she collided with Armizon. The three heroes winced as the girl bounced back, landing hard against the metal support.
Ben stared down at her, face unreadable behind his mask as she weakly raised a hand up to him.

“Ben please, I’ll do anything you want!” she begged “I can give you anything they can, so-”

“What I want is for you to leave me alone, and stop running around like a cheap copy of my partners!” Ben snapped, Bevin went still as Ben wondered if she was actually listening to him.

Her eye flashed purple as a manic grin took over her face “Copy…right. Right, I shouldn’t copy them, they’re flawed. Weak! I can be more. I can be better!” pushing herself up she began to rapidly morph and shift, the painful display causing Ben to look away while his ‘partners’ grimaced as Bevin let out a pained scream.

Looking back, Ben froze at the sight that greeted him. Bevin, breathing hard, was now a chimera of the ten original ‘heroes’.

Her body was mostly Armizon’s but with her upper arms now resembling Heart’s Fire and Crystal Knight, her lower arms resembling Wild-Gal. XLR8’s tail swayed behind, growing from Heart’s Fire’s hips while Stingwing’s wings grew from a patch of Ultra-T’s ‘skin’ on her back. Her face was framed by Ripjaws’ fin ‘hair’ with Scream Queen’s eye on one side of her face, while the other had a pair of Cerebra's eyes in the ‘style’ of Armizon.
Flashing him a wide, fanged grin, she spread her arms wide to give him a better look.

“Well Ben, what do you think?~” she laughed as Ben involuntarily moved back “What have you done?” he whispered as she continued to laugh “I took the best ‘features’ of all those wannabes, and put them together in one perfect package”

“Holy…This girl is certifiable!” XLR8 muttered, tensing as Armizon timed out “No! Not ye-”

“One down” Bevin taunted, flames and crystal shards forming from her upper arms “One to go”

“Ben, get out of here” XLR8 ordered grimly, Ben’s head snapped in her direction.

“No way, I’m not leaving you with her!” he argued, preparing his wrist blade “We’ll take her down together. Show her what ‘real’ partners look like”

Feeling his determination, XLR8 grinned as her mask slid back into place “Alright, let’s kick this psycho’s as-”

The tense standoff ended rather abruptly as an intense beam of energy struck Bevin in the side, launching her off the bridge and leaving her to plummet into the waters below.

“...Well that was anticlimactic” XLR8 pouted as Ben hovered to the towers’ edge to see where the shot had come from.

“Huh, that came from the alien hunters” he noted, watching as the crew kept their cannon aimed high “What are they aiming at now?” he wondered.

“Those jerks? I guess they aren’t so bad after al-WHOA!” XLR8 was dashed to the side as the team fired again, the shot punching through the shot she had just been “Nevermind, they still suck!”

“Damn! Get ready to fire again men, once we take this last freak out we can secure the boy and work on undoing whatever sick mind control they have on him” Steel ordered, determined to put an end to this alien debauchery.

“Mind control..is that what we’re calling it now?” one agent snorted skeptically, before flinching under Steel’s cold glare.

“Now prepare to-wait, what are they…?” As Steel watched through his binoculars, Ben dismounted his board before climbing onto XLR8’s back.

XLR8 gave the crew a mocking wave before speeding off, down the side of the tower and vanishing into the traffic on the bridge. His target long gone, Steel’s eye twitch as he pitched his binoculars onto the road in frustration.

“God damnit!” he winced, holding his injured ribs “This isn’t over, I’ll hunt those freaks down if it’s the last thing I do!”

Making it back to the Rustbucket, and encouraging Max to book it out of New York asap, Ben collapsed into the passenger seat with a tired sigh.

“I’m glad you made it back safely Ben” Max said, giving him a concerned look “But are you sure you’re ok, it sounds like what happened to that girl was…unpleasant”

“I’m alright grandpa” Ben replied “I just don’t get what happened to her, she was like…totally obsessed with me!” he shuddered “Good thing my real partners don’t act like that”

Max and Gwen shared a flat look, Gwen shook her head while Max just sighed heavily.

“Yeah. Good thing…”

-Non Canon Omake-

“Hey, so when XLR8 dropped me off she said you wanted to talk about something” Ben said, staring up at Heart’s Fire curiously as the ‘hero’ fidgeted nervously as Max and Gwen kept a close eye on the pair.

“I just…well after what that bi-(“Ahem” Max fake coughed)...that ‘girl’ did using my face, I decided I had to make things right” she explained, Ben tilted his head in confusion.

“But you didn’t do anything wrong-” he replied, Heart’s Fire shook a finger as she cut him off “Nope, she messed up something totally special. So I need to make it right”

Seeing that this meant a lot to her, Ben shrugged and decided to play along “Ok, go ahead with..whatever you need to do”

Gwen realised what was happening a second too late “Wait, don’t you dare-!”

‘MWAH’

Ben blushed as red as Armizon as Heart’s Fire pulled back from the kiss, the ‘hero’ smiling blissfully as she let out a satisfied sigh “That’s better, right ‘partner’~?”

As Ben’s brain was rebooting he heard the faint hum as Gwen aimed the Null Void Projector at the pair’.

“Gwen no!” Max yelled in panic.

“GWEN YES!”

Chapter Text

“Y’know, I was having a pretty good day” Ben thought to himself, slapping his Plumber disk on “Good night's sleep, pranked Gwen and even got a cool Sumo Slammer keychain from the cereal box”

A series of explosions and battle cries from outside the R.V caught his attention, smoke rising from several destroyed windmills at the nearby wind farm “And then ‘she’ had to show up”

Pulling up the hood on his Plumber suit, Ben carefully made his way to the front of the capsized Rustbucket. Seeing Max and Gwen, still buckled into their seats, alive but dazed he let out a sigh of relief. “Thank god”

The R.V was suddenly rocked as something collided with it. Ben, stepping out of a broken window, found Stingwing lying upside down beside it.

“Ok” she chittered angrily, scuttling back to her feet “No more Mrs nice bug!” taking flight, she sped off towards the wind farm. As she charged back into the fight, Ben’s attention was on her opponent.

“Bevin”

On the one hand, Ben was glad she wasn’t dead. On the other hand, he really wished she’d stayed in the San Francisco Bay.
The chimeric villainess dodged a volley of shards from Crystal Knight, using ‘XLR8’s’ greater speed to stay ahead of the razor shards.

“I’m almost glad to see you again” Crystal Knight said while firing another volley “Now we can finish what we started back at the mint!”

“Oh I have unfinished business too, just not with you” Bevin giggled as she zoomed forward to deliver a crystal blade stab on the ‘hero’, driving her back.

Moving to assist, Stingwing attempted to pin Bevin down with a stream of adhesive slime that the villainess countered with a jet of flame. The collision created a small explosion as the slime ignited, the blast forcing the insectoid ‘hero’ down.

“Do yourselves a favor and stay out of my way. You couldn’t beat me when I could only use ONE of your powers, now I have them all at once!” Bevin taunted, scanning the battlefield she quickly found her target “There you are~”

Ben grimaced behind his mask, prepping his wrist blade and a few explosive pellets. An unsettling smile appeared on Bevin’s face.

“Oh, you want to play ‘rough’? I can do that~” she giggled, preparing to charge.

Her distraction upon seeing Ben however, left her open to a sucker punch from Crystal Knight. Bevin grunted as she tried to swing back with her arm blade, Crystal Knight countered with her own…and shattered the younger girl’s blade.

“You might have ‘all’ of our powers, but they're only a pale imitation of us” despite her confident words, Crystal Knight was worried. Bevin didn’t need to beat them after all, just run out the clock.

Given her grin, Bevin was thinking the same thing “Running out of steam? Ben deserves a girl with more ‘stamina’~” as Crystal Knight’s glare sharpened, Bevin smirked…until Stingwing dove into her back. Sending her face first into the dirt while the ‘hero’ regrouped with Ben.

Climbing onto Stingwing’s back Ben yelled “Alright guys, let’s finish this!” the ‘heroes’ charged as Bevin prepared to meet them head on.

The clash never came, as an intense red light shot down from the skies. The four were totally engulfed and when it faded, the fled was silent and empty.

The next thing Ben and Stingwing knew they were standing in a pitch black room, a spotlight soon shone down on them as they tensed.

“Presenting our newest challengers, from Earth!” a voice boomed across the area as the lights snapped on. Revealing the room to be unsettling like an arena.

“Challengers?” Ben muttered before the sound of a roaring crown caught his attention, as hundreds of aliens cheered from the stands above.

“Sorry” Stingwing chittered “I only do ‘private’ shows”

Before Ben could question that statement the sound of shifting machinery drew his attention to the far wall as a large, blade armed robot stomped towards them “Oh come on, really?!”

Inside a private room, a mysterious figure watched his latest ‘recruits’ as they battled the training droids. Four beings at once was an unexpected surprise, but so far he was very pleased with the results.

In her arena, Crystal Knight slipped past the robot’s wild swings. With a few well placed slashes her opponent was left disarmed and half the bot it used to be.
Stepping back satisfied, she was caught off guard as a pair of smaller arms emerged from its shoulders. Using the stumps of its larger arms, the robot launched itself forward and pinned the ‘hero’ to the floor.
Grunting with effort, she managed to wrap her legs around the machine’s head as she grappled with its smaller arms. Allowing her form to shift, her shapely thighs sharpened as she squeezed them together, decapitating the robot and finally destroying it.
The crowd went wild over both the fight, and the fighter.

“God I wish that was me” “You’d be dead, idiot” “Worth it!”

“Maybe it’s a good thing Ben wasn’t here to see that” she hummed thoughtfully, smoothing out her legs again “I wouldn’t want him to be afraid of getting ‘closer’ with me~”

“Graceful yet deadly” the figure replayed the finishing blow again “She’ll certainly ‘attract’ a lot of attention at any rate”

Bevin meanwhile took a different approach.

“Stupid scrapheap! You think you can keep me from him?!”

The crowd roared in excitement at the brutality, as Bevin quite literally tore her opponent to pieces. Spitting out a chunk of metal, she used her crystal arm to check her reflection.

“Better not be anything caught in my teeth” she grumbled “I don’t want to cut up his cute little face when we pick up where we left off~”

“Relentless and brutal” the figure chuckled darkly “This one is true gladiator material”

Ben smirked as Stingwing managed to trap the robot in place, guiding her down she stabbed a hole into the machine’s neck allowing him to drop a handful of explosive pellets in.

“Fire in the hole!” he cheered, as the explosives ripped it apart from the inside “Awesome work there, Stingwing” he congratulated her, the ‘hero’ buzzing happily as she landed.

“Thanks ‘partner’. Now what do you say we bust out of here?”

“Resourceful and spirited. Perhaps we could try mixing up his pairings for-hmm?”

As the walls began to recede into the floor, a familiar chime rang out followed by two bright red flashes. The crowds cried out in surprise and disappointment as Crystal Knight and Stingwing vanished, leaving only Ben and Bevin in the arena.

“Uh oh” Ben gulped, as Bevin spotted him. A manic grin on her face “Ben~”

The young hero flinched as she appeared in front of him in a burst of speed, his situation didn’t improve when she used her upper arms to lift him into the air. Kicking the air, Ben blushed in a mix of embarrassment and anger as Bevin used her lower arms to pull back his hood.

“Hmm, now this feels familiar” she teased, leaning in close “So, Ben..where were we?~”

Fortunately for him, the pair were teleported once more just as she drew close. When they reappeared inside a dingy yet spacious cell, the pair’s arrival drew curious stares from the other ‘challengers’.

“Ugh, what was tha-ACK!”

Taking advantage of her confusion, Ben planted his feet on her chest before activating the jet boots. As Bevin staggered back Ben skidded across the floor, barely keeping his feet as he held up his wrist blade.

His eye twitched as Bevin simply laughed him off “Oh so you want some more foreplay? You’re such a tease Ben~”

“I’m not ‘playing’! I-” his threat trailed off as a pair of large, red samurai styled robots rolled between them.

With inhuman speed, the robots stabbed at the pair with the blunt end of their halberds, leaving a small metal stud on their chests.

“Hey! Only Ben’s allowed to touch t-ARGH!” Bevin’s indignant rant was cut short as the guard bot pressed a panel on its forearm, sending an intense shock through her and Ben.

While the guards returned to their posts at the door, Ben took in the room fully “Where are we?” he wondered, before spotting the windows towards the roof. Windows showing the stars.

“Oh that isn’t good” he groaned, just before Bevin snatched him up again.

“No more distractions! I-ARGH!” Bevin and Ben once more reeled back as the disks on their chest let out another pulse.

Groaning as he sat back up, Ben glowered in the direction of the robotic guards “I know I wanted to keep Bevin away, but I could do without getting fried every time she grabs me”

“Grah! Are you kidding me?” Bevin snarled “I’ve got ‘my’ Ben right here, and I can’t even snuggle?!”

Ben gagged before a thought crossed his mind as he gazed at the timed out Chaquetrix. It wasn’t a pleasant thought, and he really wasn’t looking forward to it, but he might just need her help.

“Hey..Bevin” as she turned to him, Ben fought back a shiver “If you want to (urg) snuggle” he tried to ignore how her eyes lit up “Then we need to get out of here and back home”

“Good luck with that” came a weary voice from behind them, as the two earthlings remembered they weren’t the only ones in the room.

Nine other prisoners sat miserably around the cell, with a seemingly eyeless blue alien speaking up again “THIS is your home now, get used to it”

“We’ve all been taken from our native worlds, and forced to fight for the entertainment of the galaxy” a green, stalk-eyed alien added sadly.

“Hmph! I’m only interested in ‘entertaining’ one person” Bevin snorted, shooting Ben a wink much to his displeasure.

He was spared having to deal with that, for now, as the roof opened up over a long metal bench and with disgusting purple sludge being deposited onto some waiting trays.

“Meal time!” the blue alien shouted excitedly, Ben reluctantly following the crowd over to the ‘food’.

“Ugh, it makes grandpa’s cooking look good” he pushed his tray away while the blue alien shook his head.

“I’d eat while you can, before Technora demands her offering”

“Who’s Technora?” Bevin asked, feeling a spike of annoyance at the thought of another woman being near ‘her’ man.

A series of heavy footfalls silenced all idle chatter, the prisoners quickly moving to kneel next to the bench as an orange alien about as tall (and muscular) as Armizon entered the room. With a crudely grafted cybernetic arm topped with a mace larger than most beings' heads, along with an impressive bust, it was hard not to stare as she approached them.

“She is the reigning champion, you would be wise to show respect” the blue alien whispered, while Bevin scoffed jealously “She doesn’t look that great” before turning back to finish her food.

Technora sighed internally as she claimed her first offering, ignoring the grovelling prisoner as he (like all his fellow prisoners) looked on with desire restrained by their fear of her strength or her cybernetics.
But despite her fearsome appearance, her inner thoughts were…

“Why can’t they get any ‘real’ men in this dumb arena?” she sulked “Everyones either too scared to talk back, or they try sneak peeks when they think I’m not looking”

Picking up another tray she rolled her eyes as the closet prisoner cowered at her feet “Does anyone have any backbone here?”

“Whoa, she’s awesome!” an excitable sounding voice called out.

Technora blinked in surprise while the other prisoners gaped in disbelief at the seeming soon to be corpse. Following their shocked stares, Technora found herself staring at a…short human?

Crouching down, yet still towering head and shoulders above him, she was caught off guard by the genuine excitement on his face (“Goofy grin, messy hair, shining green eyes….Oh no, he’s totally my type!”)

“Do you know who I am?” she growled, (“Let’s see how well he holds up, up close”) she thought, keeping her face as neutral as possible.

While the others nearby flinched at her tone, Ben scratched his head thoughtfully “Well, these guys say you're the champion, so you’ve got to be strong” he smiled excitedly and she fought the urge to squee (“Ack! Too cute!”)

“And this doesn’t frighten you?” she pressed, placing her mace hand on on the bench beside him while she mused to herself (“He puts on a good act, but he’ll cave like all the rest-”)

“That is so cool!” Once again she found herself caught off guard, as Ben practically jumped up to get a better look at the limb.

Upon seeing where the arm connects to her torso, his smile drops (“Here it is”) the champion thought disappointedly “Something wrong human?” she asked mockingly.

“Does it hurt?”

Well, three for three on stopping her cold “...Sometimes” she admits, the unexpected show of concern getting a genuine answer that surprised even her (“Am I blushing? Oh ancestors, please tell me I’m not blushing!”)

“I wonder if Ultra-T could fix this up” he muttered, before gently tracing his hand along the chest graft “You ok with that?”

Still focused on the scarred patch, it took a few seconds to realise that she hadn’t replied. Actually there didn’t seem to be any noise except the faint hum of the guards.
Looking around he stared in confusion at the varying reactions to his innocent, yet brazen actions.

The prisoner’s jaws practically hit the floor in stunned disbelief at his fearless act.

Technora, much to her own disbelief, felt a blush forming on her face (“Oh no, I underestimated how dangerous he was!”)

And Bevin…

A loud crash snapped everyone out of their daze, the room turning as one to see a furious Bevin having stabbed crystal hand into the bench. “What do you think you’re doing?”

Ben wasn’t sure why she was so mad, but it probably wouldn’t end well for any of them “Bevin don-”

Technora was suddenly thrown back as the chimeric villainess launched herself at the larger woman “Who do you think you are trying to seduce ‘my’ Ben?!” The other prisoners shared a confused look.

“But she wasn’t-/Shut up! You want to get caught in that?” the blue/green aliens whispered.

(“Who is this psycho?!”) “You want a fight brat? Fine!”

“Wait, stop!” The two barely manage to halt themselves as Ben steps between them “We shouldn’t be fighting each other. We should be trying to find a way off this ship!”

“We will” Bevin promised cheerfully, before raising her flaming arm threateningly “Just as soon as I teach this man stealing hussy who’s boss!”

Checking the watch Ben groaned as he realised it was still recharging “Sometimes I hate this watch!”

Just as Bevin was about to fire, all three of them were engulfed in a red light. When they reappeared, the trio found themselves inside a far fancier room.

“I’m getting real sick of that/Where are we?” Bevin/Ben said, Technora shifted uncomfortably.

As the three were forced to the ground by a squad of guard bots, they became aware of a figure watching them from behind a thin, red tinted wall dividing the room.

“Greetings contenders, I am Slix Vigma” the figure gestured grandly to the room “This is the Megacrusier, and everything on it belongs to me” he pointed at the kneeling trio “Including you”

“I don’t belong to anyone but Ben, you smug little-ARGH!” Bevin spasmed as another shock ripped through her.

“I speak. YOU listen”

Ben had to admit, this guy really pulled off being a threatening villain. Subtly checking the watch to see if it had recharged yet “Come on. What’s taking so long?”

“These eyes see everything on this ship, and these hands control everything on this ship. Which is how I saw this” he brought up a recording of the altercation in the cells “Which has given me a most entertaining idea. It has been a while since we’ve had a fighter as strong, and ruthless as you” he gestured to Bevin “And it has been too long since I’ve seen my precious champion so motivated. Therefore, they will battle in a special match where the winner will receive…you”

Ben blinked as he saw the figure point at him “Wait, what?”

Bevin’s expression went from anger to pure bliss “I get to pummel this hussy, AND I get Ben without being shocked?” she grinned viciously as her right eye flashes purple “I’m game”

Technora subtly glanced at Ben out the corner of her eye, before attempting (poorly) to act aloof “Hmph, fine! I’ll teach this brat a lesson…and I guess I’ll put up with him too” (“Ahh, why did I say that?! Now he’s gonna think I’m a total jerk!”)

As the pair were teleported into the arena, Slix brought up a screen for Ben to observe the match that would decide his future. Though Ben could hardly watch, unwilling to watch Bevin do her best to brutalise the champion. Though technora wasn’t making it easy, not by a long shot.

“It is a shame that the other two contenders we acquired from Earth managed to escape” Slix began conversationally, eagerly watching as the money rolled in from bets on the match “You wouldn’t happen to know how they managed that, would you?”

As Ben glared back defiantly, he heard the glorious sound of the watch chiming ready “Sometimes I love this watch” As Slix tilted his head curiously, Ben pushed himself up onto his knees.

“You want more fighters? Then you’ll love my partner!” making his selection, Ben slammed the dial down.

Slix’s eyes widened as the flash faded, with Armizon standing protectively over the young hero “Restrain her!”

Four guards moved to encircle her, Armizon simply smirked and cracked her knuckles “Sit tight, short king. I’ll deal with this”

While Armizon effortlessly dismantled Slix’s security force, Ben made his second selection. Upon spotting Ultra-T appearing beside the human, Slix’s smug attitude vanished.

“All guards, to my chambers! Destroy that Mechamorph!” he ordered, before activating Ben’s control disk.

“Gah! Ultra-T….the…disk!” Ben grit out as his body was wracked with waves of energy.

As the technopathic ‘hero’ fought through the shocks to deactivate the disk, Armizon glared at the now isolated tyrant. Slix had just enough time to register how badly he’d miscalculated before Armizon tore apart the wall dividing him from the rest of the room, revealing a strange, robed alien with a large disk like head.

Grabbing him by the collar, the ‘hero’ tossed him towards the centre of the room “I’m going to start beating you now” Armizon said, raising her right fists “And I’ll be honest, I don’t know when I’ll stop”

Meanwhile, Ben and Ultra-T moved to find the controls to disable the guards and stop the match. But…

“There’s nothing here?” Ben stared at the empty space behind the destroyed wall “But that doesn’t make any sense, how did he do all that when there’s no controls back here?”

“Perhaps the controls are still on his person?” Ultra-T suggested, the pair looking back to see Armizon tossing Slix aside to fend off more newly arrived guards.

The impact jolted Stix badly, with…sparks coming off him? “These hands control everything…” Ben muttered, also recalling how Slix panicked at seeing Ultra-T “Wait, could he be…?”

“I know where the controls are” Ben smirked as Ultra-T’s ‘face’ shifted into an ‘eye smile’ “As expected of our ‘partner’ “ she praised as Ben pointed directly at the struggling tyrant.

Slix didn’t even have time to cry out as Ultra-T extended an arm towards him.

Inside the arena, the battle between Bevin and Technora was coming to an end. They’d fought hard in a long and epic battle that would have surely been very gripping to read about. Alas it was all over bar the crying now as Bevin drove a burning fist into the champion’s stomach, bringing her to her knees as a panting Bevin stood over her.

“Finally” she hissed, raising her crystal bladed arm and forming it into a blade “We’re both going to get what we deserve”

Technora closed her eyes in anticipation of the blow only for something to land in the ring behind her, drawing both their attention. Bevin snarled in frustration “You again?!”

Armizon met her glare with one of her own “Bevin, still a hot mess I see” she sniped.

Technora, while grateful to be alive, was starting to feel awkward being caught between the two. As Bevin prepared to attack, two more figures joined them in the ring. One was a floating, legless robot with black metallic ‘skin’ and purple circuitry. While the other…

“Hey, sorry it took so long to stop the fight” Ben apologised, before gesturing towards her control disk “Ultra-T could you..?”

And just like that, her shackles were released. Watching as it dropped to the floor with a faint ‘clink’, she looked back up to see his (damn cute) smile as he pointed his thumb over his shoulder.

“We’re going to head to the escape pods, you coming with?” he asked playfully.

“I’ll follow you anywhere” she replied (“Wait did I say that out loud?!”)

“Huh?” over Ben’s shoulder Bevin. Armizon and Ultra-T felt their eyes twitch.

“I-I mean..You’ve saved my life and freed me from this pit. My life is yours now” Technora replied. (“I just proposed. Why did I propose?!”)

Ben scratched his cheek, feeling slightly embarrassed by how serious she seemed. “Hey, it’s fine. You’re free now, you can do what you want”

Technora looked away bashfully “Then can I…come with you? J-just until I repay my debt!” (“Stop talking. Stop talking”)

“...I don’t like her” Armizon muttered, as Ultra-T’s circuits flashed angrily.

As Ben prepared to answer, Bevin’s patience finally ran out “ENOUGH! I’ve had it with all you freaks trying to steal ‘MY’ Ben! I’m gonna-HURK!”

Ben and Technora blinked in surprise as Armizon delivered a pair of punches to her face, while Ultra-T blasted her back with an energy beam. As Bevin collapsed to the floor in a daze, Ben gave his ‘partners’ a questioning look.

“She deserved it” Armizon replied defensively.

“Should we…bring her back to Earth?” Ben asked, with the three women sharing a look.

“No/ Negative/ I wouldn’t” the three replied almost instantly.

Before Ben could question if leaving her behind was what heroes would do, a loud siren began to ring out.

“Initiating intergalactic hyperjump launch”

“What?! Ultra-T, what’s going on?” Ben asked. The technopathic alien flickering in distress.

“Something is overriding my control. I-” one of her hands suddenly shot up, pulling away part of her ‘skin’ to reveal Slix’s eye.

“You don’t have as much control as you think-” he began, before Technora’s fist collided with his exposed face. Breaking his concentration and allowing Ultra-T to regain control.

“That felt satisfying,” the former champion sighed, while Ben checked on his ‘partner’.

“I cannot stop the countdown, we must leave now!” she said, teleporting all prisoners to the escape pod bay and disabling their control disks. As they looked around in confusion, Ben whistled to get their attention.

“Alright guys, time to go! Everyone get in a pod, they should take you back to your world” he explained.

The prisoners didn’t need to be told twice, eagerly rushing into the nearest pod and blasting off to freedom. Soon, only Technora and the ‘heroes’ remained as Ben moved to one of the remaining pods.

“Two pods left” Ben commented, realising just how small the pods were “Armizon and Technora will need to be in separate pods, but me and Ultra-T will need to share with one of you”

“I got you, short king/ It’d be the least I could do for you” Armizon/Technora replied at the same time, before glaring at each other as their words sunk in.

(“How many women are interested in this guy? Wait, does that mean he’s got a thing for strong women? Am I his type?!”) Technora’s thoughts started to spiral, when an annoying chime began to sound from the watch and the ‘hero’s’ icons.

“Seriously?!” Armizon snapped as she and Ultra-T vanished in a flash of red, leaving Ben and Technora face to face with a furious Slix Vigma.

“You pathetic meatbags! Nobody controls Slix Vigma” he raised his mechanical limbs as they shifted to razor sharp claws “Nobody-IIIEEE!” he broke off into a high pitched, electronic screech as a green crystal blade punched though his body.

Tossing the bot aside, Bevin glared at the duo “Where do you think you’re going with ‘my’ Ben?” the villainess unleashed a stream of fire at the former champion, knocking her back into one of the pods.

“Technora!” Ben cried out, watching helplessly as the pod doors slammed shut before blasting her off towards Earth.

He soon had his own problems, as he found himself pinned to a wall by a glob of adhesive slime. Pulling at the bindings, Ben tensed as Bevin approached her helpless target.

“This ship is going to jump to who knows where, we need to get out of here!” Ben tried to reason with her, Bevin however snorted dismissively.

“Who cares about that?” She leered down at him “All that matters is that I finally have you, all to myself~”

Leaning away from her Ben fumbled with the watch “Come on, please work”

Bevin let out a frustrated growl as she petulantly stomped her foot “Ugh, enough with those fakes already! What can they offer that I can’t? I’ve taken the best parts of everyone in that dumb watch!”

As if in response the chimed ready, displaying a certain icon that brought a smile to Ben’s face “Not everyone”

One flash later and Bevin found herself face to face with an alien she’d never seen before “What?”

“Bevin, meet Pinball” Ben smirked “Pinball, why don’t you show her what you can do”

The normally bubbly ‘hero’ looked on determined “So you’re this Bevin the others have been going on about?”

Bevin began to laugh “Yeah, what’re you gonna do about it chubby?”

“Hey, not cool!” Ben snapped, while Pinball simply curled up “This!”

What followed was an almost comical display, as Bevin was…well, pinballed around the room. The chimeric villainess, totally unprepared for the assault, had no chance to fight back.
While Bevin was getting her third butt kicking of the day, Ben popped his wrist blade and cut himself free. Dropping back to the ground, Ben made his way over to the last remaining escape pod.

“Pinball, over here!”

Pausing her attack as she spun the battered villainess into the deck, Pinball unfolded just long enough to whisper a short reply “By the way, given how much Ben loves being ‘inside’ me, I think he’s pretty ‘satisfied’ with me just the way I am~”

Not giving her a chance to respond, Pinball curled back up before zooming across the room and into the pod alongside her ‘partner’.
As the pod doors closed, Bevin tried to force herself up to no avail. But as she struggled she was unaware of an almost ‘ghostly’ shadow that detached from her, the spectral figure quickly crossing the room and phasing into the pod just before it launched.

Ben flinched as he felt a chill pass over him, the watch sparking red briefly before returning to normal “What was that?”

“Did you say something Ben?” Pinball asked, Ben looked up from his spot in her lap (Hey she was a lot comfier than the seats in this thing) before shrugging.

“It’s probably nothing” he replied, watching out the window as the Megacruiser vanished in a bright flash to parts unknown “..Bye Bevin. He whispered, feeling a small pang of guilt before settling back against his ‘partner’ for the journey home.

“The gps tracker is still offline” Max said, attempting to restart the device “We’ve got no way of tracking him until I get it back”

Gwen sighed, leaning back against the Rustbucket “What are we going to do?” she asked, genuinely worried for him “It’s not like a clue is going to just…fall out of the sky of something”

The roar of an engine steadily grew overhead just before a strange pod slammed into the ground nearby.

Gwen blinked while Max looked between her and the pod in surprise “..And maybe we won’t have to deal with those ’heroes’ for a while” she said hopefully.

Then the pod hatch opened letting Pinball roll down the ramp unfolding, the landing leaving her crouched (closely) over Ben “(Sigh) Worth a shot” Gwen groaned.

“Thanks for the save Pinball” Ben said as the watch began to time out.

“Anytime Ben, just don’t wait too long next time. I miss our ‘rolls’~” she giggled before vanishing.

“Ben! Thank god you’re okay.” Max said, pulling him into a hug “We’ve been looking all over for you, where were you?”

“That’s kinda a long story” Ben replied, looking around and appearing disappointed “Ah man. I guess Technora landed somewhere else”

Gwen and Max froze “Who’s Technora?” she asked hesitantly.

“Oh she’s this awesome gladiator cyborg” Ben explained cheerfully, much to their concern “I wanted to talk with her, tell her she didn’t need to be all ‘My life belongs to you’ and stuff”

“What?!” Gwen shrieked in panic while Max had a worried look in his eyes. Something about that situation felt familiar.

“Could you, uh, describe her for me?It might help me..track her down” Max lied.

“Sure. She was about as big as Armizon. Orange skin. Oh. she had these little horns on her chin! Those were kinda cool” Ben explained, oblivious to Max’s growing dismay.

“A Detrovite….he got proposed to by a Detrovite” Max mumbled helplessly “His parents are going to kill me”

“What was that grandpa?” Ben asked, while Gwen suddenly had a bad feeling.

“Never go off without us again!” Max begged, much to Ben’s confusion.

-Canon Omake-

Technora grunted as the pod made landfall, strolling down the ramp, the former champion found herself in a quiet back alley parking lot.
Looking around she felt her shoulders slump as she realised that no other pod had landed nearby.

(“Oh perfect. What do I do now?”) she thought.

As she tried to think up a plan, the door to a building behind her opened. A tired looking stage hand and a very dapper southern gentleman prepared to light a cigarette/cigar when they noticed the lost looking warrior.

“Hey, are you one of the wrestlers? The roll calls about to start, I’d head inside and grab something from the snack table before ‘The Immovable Object’ gets to it” the stage hand said, seemingly unbothered by the sight before him.

“Wrestler?” Technora muttered, the southern gentleman approached.

“‘Scuse me ma’am, my name is H.E Grady” he greeted politely “You wouldn’t happen to have a sponsor would you?”

“Uh, no?” she replied.

Grady smiled cheerfully “Well then, maybe we could work something out? You sign on with me, and I’ll make sure you get a good deal. What do ya’ say?”

The alien warrior ‘hmm’d’ thoughtfully (“I don’t really care about Earth money…but maybe he could help in another way”)

“If I agree, could you help me find someone?” she asked, Grady quirked a brow but nodded “I’d do my best ma’am. What’s their name?”

Technora felt a genuine smile form on her face “His name is Ben…”

Chapter Text

Somewhere in space, an asteroid space station orbiting a distant red planet began to tear itself apart. As warning sirens blared inside, a hulking armoured figure carrying a glowing canister made his escape through an airlock.
As a sleek ship pulled up beside the disintegrating station, the alien made his way on board and, once the door sealed behind him, he made his way to the bridge. Stepping inside he found two humanoid figures, one male and one female, covered head to toe in highly advanced armour waiting for him.

“Here, one order of Element X” he joked, holding out the canister. He huffed in amusement at how eagerly the female figure snatched it from his grasp “ It’s useless without any Bicenthum, no one’s gonna pay for a bomb with no boom. Where are we gonna find enough?”

“(Gruff alien gibberish)” The male figure pressed a button on the pilot’s seat, a holographic projection of a certain planet appeared between the trio.

The brute groaned at the sight “Oh great, the cesspool of the galaxy. Earth”

Inside a major city, clouds of smoke filled the streets as the spiky haired citizens fled in terror from a giant robot. From the speakers came a maniacal laugh, the pilot relishing in the destruction he caused.

“Mwahaha, fear me insects! Tremble and kiss the feet of Lord Doomicus!” the villain cackled, pressing a button that unleashed a horde of smaller drones.

His fun was cut short as a caped figure dropped down in a classic superhero landing, rising to his feet he was quickly joined by 11 female aliens in colour coded ‘sailor fuku’ costumes “I don’t think so!”

Doomicus dramatically reared back “Ultra Ben and the Alien Force?!”

In a flash the alien heroes tore through the robotic hordes, with Ultra Ben using his super suit energy sword to slice the legs of the giant mech in half.

“My Destructoids! NOOOOO!” Doomicus wailed as Ben stood over the defeated villain, his partners posing around him.

“Anyone who starts trouble in Tennyson Town, will have to answer to us!” Ben held up his fist as the crowd cheered for the heroes.

“You’re amazing Ultra Ben!” Stingwing praised, “A true warrior” Crystal Knight agreed.

Ben thanked them for their help as Heart’s Fire leaned in “I think you deserve a hero’s reward Ben~”

The crowd continued to chant, but their voices began to shift into…Gwen?

Ben! Ben!..Ben…Ben?”

Ben blinked, the scene around him shifting from ‘Tennyson Town’ to Pittsburgh. Looking down at the comic he was holding, the pages showed a typical shonen hero surrounded by a team of superpowered women in a scene mirroring his daydream.

“Get down from there doofus!” Gwen snapped, causing Ben to drop the book in surprise.

“Ah man, you made me lose my place” he grumbled, leaning back against a large statue of a foot. Oh right, they were at a dumb art museum.

“That’s not your personal butt rest, it’s an exhibit! Get down before you get us kicked out” she continued, ignoring his complaints.

“And that would be bad because?” he asked sarcastically. Gwen scowled before noticing the book he’d dropped.

“What’s this, a manga?”

Ben shrugged “Got it out of the bargain bin at the last comic shop. I was seeing what cool tips it had, y’know, for superheroing”

“Why doesn’t it surprise me that you get your ideas from a dumb comic” she snarked, noticing the cover featured a brunette boy with a group of female heroes in impossibly form fitting costumes “...That’s a worrying coincidence”

She unknowingly flips the book open a few pages ahead of where Ben had been, bypassing the action scene and landing on some very…different ‘action’. As she saw what was on the pages she went bright red “W-what are you-WHY are you reading this?! HOW are you reading this?!” (“Seriously, did no one check the age rating before selling this?” she thought)

Ben looked at her in genuine confusion “Uh, I just said why. I’m getting ideas for-”

“Ideas?” she squeaked, a particularly scandalous panel forcing her to avert her eyes.

Ben frowned at being interrupted but nodded in confirmation “Yeah. I mean, it’s a little weird but it does look kinda fun” he said, referring to the exaggerated poses the heroes stuck during their battle.

Not that Gwen knew that.

Clutching the book to her chest, she turned on her heel “When grandpa finds out about this you are in so much trouble” she yelled, running off.

“Wha-Hey!” Ben dropped down from the statue to give chase, but she was already at the doors “What’s her problem?” he thought obliviously, leaning back against the statue's base while fishing a bar of chocolate out his pocket.

“Ugh, today totally blows”
His sulking was interrupted as a sleek spaceship roared overhead, heading towards the city. As it approached downtown Ben grinned, pulling out his Plumber’s badge and activating it as he hurried to the scene.

“Then again, it looks like things are picking up!”

After a brief detour to grab his hoverboard, Ben arrived at the scene to find the ship having landed in the middle of the street “Ok so…good guys or bad guys?” he wondered as the ship’s hatch opened revealing a male version of Technora’s species. (“I hope she’s doing alright”)

The brute roars at the startled civilians “Take me to your Bicenthium alloy!” When the crowd failed to answer, the alien punched the ground in frustration, causing a shockwave to flip cars and shatter windows.

Ben brought up the watch “Definitely bad guy” scrolling along to his first choice Ben called out “Hey jerk, why don’t you try picking on someone your own size!” slamming the dial back down.

Back at the museum, Gwen held the offending book out to Max. The man was not faring any better than she had.

“Ben was reading this?” he asked in concern as she nodded “Said he was getting ‘ideas’ “ she shuddered.

“I need a serious talk with that boy, where is he?” a distant explosion caught their attention, the two easily able to see a plume of smoke rising from the city in the distance.

“...I think I know.” Gwen sighed before they sprinted for the stairs.

The brute continued his rampage, preparing to grab a car to throw at a fleeing crowd, when a pair of strong hands caught his right arm. Turning in surprise, he got a double uppercut for his trouble, staggering back as Armizon moved between him and the awed crowds.

Holding his jaw, the alien glared at his attacker “Oh great, a Tetramand. This planet really is a dump” he growled. Armizon snorted “Some people have no taste”

“The only trash here is you!” a young voice yelled, before a series of small explosives detonated against the back of his head. Snarling at the stinging blasts, he attempted to swat at Ben as he passed by only to get forced back by a wave of flames.

“(Gah!) A Pyronite too? What’s wrong with this rock?”

“What’s wrong, big guy? Can’t take the heat?” she taunted charging up another shot.

He growled in frustration before turning back to the ship “Well don’t just stand there, start shooting!”

A volley of blaster fire erupted from the ship, staggering both of the ‘heroes’ as two fully armoured aliens emerged from the ship. Activating their jetpacks, the duo each selected their target; the male focusing on Heart’s Fire with a missile barrage, while the female launched herself at Ben with an energy buzzsaw.
Ben barely managed to bring up his wrist blade to block the attack, but the force still knocked him from his board.

“Ben!” Armizon yelled only to get sucker punched by the larger alien “Don’t get distracted, I want this to be a good fight!” he sneered.

As the tide of battle turned, Gwen and Max finally arrived at the scene. Upon seeing the two armoured aliens, Gwen gasped in recognition.

“Grandpa, those two look just like that bounty hunter from the desert!” Max scowled, thinking back to the frantic chase through the old mine.

“Is it a coincidence, or are they here for revenge?” he wondered, wincing as Heart’s Fire was blasted back into an upturned van by another missile barrage. Parts of her red, rocky ‘skin’ falling away and exposing more of her ‘magma’.

“Oww” she whined before noticing the damage “Hey! That’s not for you!” she snapped, charging up her fists and rocketing herself back into the fight.

Max tried not to stare at the sight, as certain attributes became much ‘bouncier’ with the reduced cover “Azmuth you mad genius….you’re going to kill me” he thought shamefully.

Gwen was unsurprisingly less impressed at the sight “At least Ben’s too busy to notice this” she thought.

A pained cry shook them out of their musings, the two going pale as they spotted Ben being thrown to the floor by the female hunter “BEN!”

Ignoring the girl’s panicked scream, the hunter planted her foot on his chest to keep him down. Keeping her foot secure she knelt down to remove his mask, to savour the look in his wide and vibrant…green…eyes. Pausing as the young hero looked back at her with a mix of fear and defiance, the hunter took a moment to fully appreciate her struggling prey.

(“Stranger danger alien gibberish~”) she purred, Ben blinking in surprise “Uh, what?”

Max and Gwen noticed the shift in her posture as she reached out to trace a clawed hand over his cheek, with Gwen slowly realising what was happening “You have got to be kidding me”

Max, after getting over his shock, stepped out of cover while pulling something from his pocket. The hunter, seeing movement in her periphery, turned while reaching for a blaster to deal with the unwanted interruption.
Max was faster, aiming a small laser pistol at her before pulling the trigger. The shot hit her head on, knocking her off her feet and allowing Ben to scramble to his feet.

Seeing Max holding out the weapon, Ben’s eyes sparkled with excitement “You’ve got a laser gun? Cool!” swiftly forgetting the alien’s odd behaviour in the face of Max’s actions.

“When did you-?” Gwen began, while Max took the opportunity to fire twice more at the staggered alien, keeping her on the ground “Just thought I should keep it handy. Lots of…unsavoury characters about these days” he replied, staring down the fuming hunter.

Seeing this the male hunter snarled, preparing two disk like devices while dodging a punch from the flaming ‘hero’. Slapping the device onto her stomach (“Watch the hands, buddy!”) he kicked her away before throwing the other at Armizon’s back as she traded blows with the brute. The devices latching on before delivering an intense shock, bring them to their knees.

The brutish alien shot him an annoyed glare “Hey, that one was mine!”

(“Impatient alien gibberish”) he shot back, aiming his weapons at the Tennysons and forcing Max to hold his fire. The brute huffed “Bah, I never get to have any fun”

Able to return to her feet, the female hunter brought up her own gun and aimed it at Max. Seeing the male’s weapon’s aimed at Ben, she angrily waved him off.

(“Concerning alien gibberish~”)

The brute gave the male a flat look “Maybe she should have ‘less’ fun” he quipped.

(“Resigned alien gibberish”) the male hunter sighed.

“No, damn it!” Armizon and Heart’s Fire struggled against the shocks as the hunter prepared to fire.

As he prepared to pull the trigger a burst of blue light filled the area, causing all fighters to shield their eyes before it subsided. When it did, three new figures had arrived on the scene, all wearing some variation of a white and gold uniform.
To the right was a female Tetramand, smaller than Armizon (in height at least) but with a costume perhaps more fitting of the name. To the Left was a floating octopus, with the ‘head’ being a large see-through casing with a digital ‘face’ protecting its brain. Finally, in the centre was a humanoid alien, bald with blue skin, his uniform resembled a classic ‘superhero’ costume.

“Who are they?” Ben asked awestruck at their flashy entrance.

“Great, the capes are here. I. Hate. Capes!” the brute snarled, readying himself for battle.

“Rescue formation gamma 4!” the caped alien ordered, the trio springing into action.

The caped alien flew towards the brute, catching him off guard with his speed and delivering a crushing blow to his face. As the brute was thrown from his feet and into the male hunter, the alien hero paused long enough to use a burst of heat vision to remove the devices on Armizon and Heart’s Fire.

“Have no fear citizens, the Galactic Enforcers are here to help” he proclaimed proudly, before flying after the recovering villains.

Heart’s Fire and Armizon blinked at his bombastic attitude before the smaller Tetramand approached them and lifted them back to their feet “On your feet sisters, the battle is not over yet!” she exclaimed cheerfully before hurrying to aid her comrades.

Meanwhile the octopus alien, using advanced psychic abilities, restrained the female hunter before slamming her off the road repeatedly “I recommend you surrender, this does not need to escalate any further”

“What..am I looking at?” Gwen asked, having joined her grandfather and cousin as they watched the newcomers handily deal with the villains.

“No way….it’s a whole super team!” Ben cheered, moving to reclaim his hoverboard before heading back into the fight “Come on guys, this is our first team up!” He told his ‘partners’.

“Wait Ben-(sigh) That boy” Max shook his head, readying his weapon as he moved to cover his overeager grandson.

As the brute countered the caped alien and prepared to strike back, Ben pointed at the road beneath him “Heart’s Fire, aim low!”

Just like with her battle with Vilgax, the fiery ‘hero’ unleashed an intense burst of flame that reduced the asphalt to a tar like sludge. Having lost his footing the brute was an easy target for the caped hero, who landed a swift one-two punch that sent him into the muck.
Turned to address Ben and Heart’s Fire, giving the pair a winning smile and thumbs up before pausing at the sight of the watch on Ben’s wrist.

“Could it be?” a groan from the brute brought him back to the matters at hand and, with the aid of Heart’s Fire, they clashed once more.

Ben looked over to see Max and the octopus alien handling the male hunter. The alien hero used his powers to turn the hunter’s missiles back at him while Max kept him off balance with well placed shots.

“Man, grandpa should join in fights more often!” he smiled, before turning his attention to the two multiarmed beauties who were dealing with the female hunter.

While the two had a definite strength advantage, the hunter proved more agile. Using her jetpack to ‘jump’ around the pair she peppered them with blaster fire while slicing at them with an energy sword whenever they got too close.

“Tch! Hold still, don’t think I’m going to let you off easy for what you did with my ‘partner’!” Armizon threatened, swinging at her foe who took to the sky to avoid the attack.

“Armizon, thunderclap!” Ben instructed, earning a vicious grin from the ‘hero’.

“Hey golden girl” she called out, the smaller hero giving her a curious look “Follow my lead” pulling their arms back the two brought all their hands together for one massive shockwave.

The female hunter was caught between the two shockwaves and slapped back down to earth, with her two partners being thrown beside her as the heroes all moved to surround them.
As Ben prepared to order his ‘partners’ to go for the knockout, the caped alien stopped forward to address them.

“By the provisions set forth in the Galactic Code of Conduct, I order you to surrender. Do you yield?” he asked as Ben watched in disbelief.

“What are you doing? Just kick their butts before they-” Ben winced as the male hunter activated a flash bang, with the villains escaping aboard their ship in the confusion “...Escape” Ben groaned, watching as the ship vanished behind the clouds.

As he covered his face with both his hands, the three newcomers finally got a good look at the device on his wrist. “I thought so. It IS the Chaquetrix” the caped alien announced, drawing everyone’s attention.

“You know about the watch?” Ben asked, as Max and Gwen tensed behind him.

“It’s said to be a noble tool for the preservation of life, although it’s unclear how.”

“By summoning superheroes, obviously” Ben replied confidently, as his ‘partners’ stood tall behind him.

The caped alien, after a moment of thought, smiled widely “I see, yes that makes perfect sense!”

Max raised a brow at his words, while Gwen openly gawked “He’s just being polite for Ben’s sake…right?”

“We’ve heard rumours that its wielder took down Slix Vigma and his Megacruiser. ” The Tetramand added “An impressive victory” Ben smirked at the praise.

“We’d also heard that it was being misused by a human child” the octopus alien replied snootily “Clearly ‘those’ rumours were true”

“Misused?!” Ben snapped back, while Armizon and Heart’s Fire glowered from over his shoulder.

“You want to try saying that again, brainiac?/ Who do you think you are anyway?” they threatened, the alien flinching away while the caped one snapped his fingers.

“Of course, how rude of us not to introduce ourselves” as the three struck ‘heroic’ poses he gestured to each of them in turn “I am Ultimos, and these are my junior partners Tini (the Tetramand) and Synaptak (octopus). Together we are the Galactic Enforcers!”

For once Max, Gwen and the ‘heroes’ were in total agreement (“What a bunch of weirdos”)

Ben however, was shaking with excitement “This is great! I didn’t think we’d meet another alien hero team”

“I’m still unconvinced. Defeating Slix Vigma was probably sheer luck” Synaptak replied, Ben frowning at his dismissive attitude.

“As if” Ben shot back “We’ve fought all kinds of bad guys. We even kicked Vilgax’s butt!”

The Enforcers were visibly shocked “You were the ones who defeated Vilgax?”

Armizon and Heart’s Fire smiled proudly, with the flaming ‘hero’ pulling Ben into a side hug “We taught him not to mess with us, right partner?”

“I-Impossible!” Synaptak shot back “Only Max Tennyson has ever managed to best Vilgax, and that was decades ago”

Ben, to Synpatak’s surprise, smiled “Oh you mean my grandpa?” he asked somewhat mockingly.

“Ben, I don’t think-” Max suddenly felt very uncomfortable as the three heroes turned in his direction “Um, hello…”

“I can’t believe it” Ultimos began excitedly “THE Max Tennyson, right here! Your exploits are legendary in the Galactic peacekeeping community”

“O-oh, is that so?” Max replied nervously “I-I’m sure it must be exaggerated, or sensationalist gossip-”

“Nonsense! Your actions at Tannhauser Gate were an inspiring example of heroism!” Ultimos continued, oblivious to Max’s growing unease.

“As are the tales of the…’revelry’...in the aftermath” Synaptak added flatly “Both were…’very’ impressive” Tini smirked, turning a curious gaze over to Ben.

Max winced at Gwen’s accusing stare.

While Max dealt with that mess, Tini approached Ben appraisingly “What, is there something on my face?” he asked, his (adorable) look of confusion earning a smile.

“You fight bravely, you’ve defeated mighty enemies and your bloodline is strong” she said, earning a pleased if embarrassed laugh from the young hero “You must have learned much from your grandfather”

“Well…I guess being awesome runs in the family”

Her eyes glinted, setting Armizon and Heart’s Fire on edge “I’d be honoured for a chance to work ‘closer’ with you~”

When Ben went to innocently accept her offer, Armizon stepped between the two “Armizon?”

“Oh no. ‘This’ here? Not happening” the ‘hero’ said, glaring down at the shorter alien.

Despite only reaching Armizon’s chin, Tini glared back as she stepped forward “And why not?”

“He’s got all the ‘partners’ he needs, runt” Armizon took her own step forward, bringing them practically face to face and (press~) literally chest to chest.

“Yeah, you tell her!” Heart’s Fire cheered her fellow ‘hero’ on, her sudden moves combined with their display proving to be (bwoing~)...rather distracting for Max and Synaptak.

Gwen groaned at the scene “Are we really doing this now?” a low, but steadily building, wave of noise caught her attention “...Oh no…” looking back, her feelings of dread were confirmed.

Now that the danger had passed, the crowds had begun to trickle back for a look.
And what a look they were getting.
A small mercy was that most of the crowd was too focused on the two amazonian beauties ,and their fiery ‘cheerleader’, to notice them. But that wouldn’t last long, and Gwen’s worries increased as she spotted cameras being brought out.

“We need to get out of here!” she said hurriedly with Ultimos nodding in agreement.

“Indeed. We can continue this playful banter after the mission is complete”

“What?” Gwen asked flatly. Did he not see what was happening?

“We should return to our ship and get to tracking those villains down” he continued, tapping a button on his belt with the eight of them vanishing in a blue flash.

Reappearing inside the ship’s bridge, Ben was immediately awed at the sight with even Gwen having to admit it was impressive. Max however…

“(Ugh) I never did like those transporter disks” holding his head until the room stopped spinning.

A loud chime rang out, with Ben’s partners looking weirdly (to Ben) distressed “What, no! We can’t go yet!” Heart’s Fire said frantically.

“Don’t worry” Tini replied, kneeling beside Ben “He’ll be in ‘good hands’~” Unbeknownst to them both Gwen and Synaptak had matching scowls.

Armizon’s eyes twitched “You-!” the watch finally timed out, with Ben feeling utterly lost at the interaction “What was that about?”

Tini shook her head “Just girl talk. Don’t worry about it”

“Oh, please. Who’d believe that?” Gwen snarked, only to be drowned out by a boisterous laugh from Ultimos.

“Haha! Glad to see you getting along with the locals, Tini”

Gwen and Max shared disbelieving looks “Is he for real?” she whispered, jumping when Synaptak sighed heavily nearby “Unfortunately”

Surprised at the admission, Gwen looked back and forth between Ultimos and Ben. The pair seemingly totally unaware of the powerplay they’d just watched.

“...I didn’t think it was possible, but I think we’ve found someone as dense as Ben” she muttered.

Max cleared his throat “Maybe we should get back on track?” he suggested “Starting with who those guys were. Those armoured aliens looked a lot like someone we’ve had a run in with in the past”

“Ah, you must have met SixSix” Ultimos realised “Indeed there is a connection” moving over to the table at the centre of the room, he brought up a holographic display of the two hunters “The male is SevenSeven, while the female is EightEight. They are his older siblings”

“So gearhead was just joining the family business, good to know” Ben quipped, getting a laugh from Tini much to Synaptak’s frustration.

“Their current partner is called Vulkanus” Ultimos brought up the image of the hulking brute.

“A Detrovite” Synaptak chimed in, looking down at Ben “Limited mental capacity. All brawn and no brains, I’m sure you know the type”

Ben glowered back “They’re not all bad, and just because someone’s strong it doesn’t mean they're an idiot!” thoughts of Technora, Armizon and even Tini coming to mind as he snapped back at the arrogant hero.

“That’s right Ben” Tini agreed, smiling at him before shooting an annoyed glare at Synaptak that made him deflate.

“I-I didn't mean…” he tried to backtrack only for Ultimos to shake his head disappointedly “That was most unbecoming of a Galactic Enforcer, I’ll set up a refresher sensitivity course for you later” he said, Synaptak inexplicably seeming to pale at the thought.

Ignoring the chastised hero’s haunted mutterings about ‘slideshows’, Ultimos continued the briefing “EightEight and SevenSeven recruited Vulkanis to help them steal” he paused dramatically “Element X!”

The three earthlings shared a blank look “And that is?” Ben prompted.

“It is one half of a devastating explosive compound” Synaptak answered, still sulking.

“Indeed. We believe that they’ve come to Earth in search of the missing piece, Bicenthium Alloy” he brought up an atomic model of the two elements “When combined together, they can produce enough power to destroy an entire solar system”

“Ok, that’s terrifying” Gwen gulped, before staring intently at the models “But it also seems kinda..familiar?”

“Alright, now that we know what we’re up against we should get back down and-” Max began, only for Ultimos to politely interrupt.

“Apologies Max Tennyson, but the Galactic Code of Conduct is very clear on our protocol” he dramatically pointed at the rooms control console “Tini, launch Observos 1 through 4”

As she carried out her orders, Ultimos gave the Tennysons a confident smile “The Observos will scan every inch of the city, rest assured they will find those villains”

“In the meantime, perhaps a tour of the ship is in order?” he suggested to Max, Ben lighting up at the chance to see a spaceship where he WASN’T a prisoner.

“Now you’re talking!” Ben cheered, heading for the door before finding Synaptak in his way.

“Oh, I’m sorry” he said sarcastically “But according to the Galactic Code of Conduct, provision 373-837, ‘No civilian visitors in secure areas of the ship’. You will need to stay on the bridge” he finished smugly.

“Civilian? I’m totally a hero!” Ben argued, holding up the watch.

“Wielding the Chaquetrix does not make you a hero!” the psychic hero shot back.

“Well why not?” Tini asked, Synaptak reeled back like he’d been slapped “Tini, you can’t be serious?”

She frowned “Can’t I? He’s defeated Vilgax, how much more heroic can you get?” she countered.

“Hmm, it seems that I have the deciding vote in this matter.” Ultimos said, stroking his chin thoughtfully. After a few tense seconds, he smiled “I agree with Tini”

“Yes!/What?” Tini/Synaptak yelled, while Ben pumped his fist in celebration “Alright! You rock Ultimos”

“Just looking out for a fellow hero, especially one who carries the hope of the galaxy” he laughed as Gwen realised something “Wait, what about me?”

Ultimos had the decency to look embarrassed at his forgetfulness “Ah, apologies miss. Unfortunately you ARE a civilian and will need to remain here”

“We can’t leave her here by herself” Max pointed out “I’ll-”

“Excellent point, Max Tennyson!” Ultimos cut in “Synaptak will stay with young? (“Gwen” Max supplied) Gwen. Tini will serve as a guide for Ben, and I will serve as your guide”

“Wait I don’t-/That’s a bad idea!/I must protest-” Max/Gwen/Synaptak started, only for Ultimos usher Max away.

“Would it be ok if I asked you some questions? Your career has been a great inspiration to me” Ultimos asked, with Max feeling an impending sense of dread.

Tini hoisted Ben up onto her shoulder, to make sure nothing happens to him of course. Certainly not to hold him while giving him a view down her chest plate. (Not at all)
As the four made their way out, Gwen and Synaptak could only watch with slow building frustration.

“I dislike that boy immensely” the hero grumbled with jealousy.

Gwen sighed “Try living with him”

As the tour progressed, Tini took pride in how Ben’s eyes lit up at everything they passed. The pair joked and traded stories about their past battles as she led him to the armoury. Ben eagerly checked out each bay, stopping at the spare uniforms.

“This place looks awesome! And those costumes look so cool too, if I didn’t have this (he gestured to his suit) I’d probably want one”

Tini gave him a once over with a smirk “It definitely suits you, but I think you’d look better out of it~”

Ben tilted his head curiously “You mean, my normal clothes?” he deactivated the suit causing her to chuckle.

“Not exactly-” a sudden alarm (thankfully) interrupted her.

“Is that a good alarm, or a bad one?” Ben asked. “It’s from the Observos, it means they’ve found something!” Tini explained, picking Ben up once more as she hurried back to the bridge.

Regrouping, they found Synaptak sorting through the transmissions from the probes while Ben noticed how worn out Max looked as he trailed in after Ultimos.

“You ok grandpa?” Max nodded slowly “Yeah just…Ultimos had a lot of questions….So many questions”

“Aha! There they are, Observos 2 has a confirmed sighting” the telekinetic hero said, setting it to full screen.

The assembled heroes watched as Vulkanus used two excavator scoops as shovels to gather up large amounts of rock, with EightEight and SevenSeven directing him from above.

(“Impatient alien gibberish”) SevenSeven said, gesturing for him to hurry up.

Vulkanus snarled “You know, this would go a lot faster if you two decided to help!”

Max studied the scene intently “That’s a strip mine! They must be after the iron ore, could that be the ‘Bicenthium’ you mentioned?”

“We’d better get down there just in case” Ultimos decided “Max Tennyson, Ben. Will you fight by our side?”

“Of course!” Ben answered immediately “We took down SixSix, we can take down them”

“Then let’s depart” Ultimos gave an apologetic look to Gwen “I’m afraid you’ll need to remain here. The Galactic Code of Conduct is very clear on non super-powered, or untrained, individuals participating in operations”

“So I’m stuck up here alone?” she asked exasperatedly, Max stepped forward “I’ll stay too, someone needs to look after her”

Ultimos’ disappointment was obvious, but he quickly rallied “A commendable attitude. Ben, are you prepared to head out?”

Ben slapped his Plumber disk back on, though not before retrieving the last of his chocolate from earlier “Let’s do this!”

Moving to the transporter pads, Ben held up the treat to Ultimos “Thanks for vouching for me, you want some?”

“Ah, local cuisine. Well, I would hate to offend your planet’s customs” he took a small piece.

As the four were teleported to the surface, Gwen noticed Ben’s hoverboard on the ground “(sigh) Clumsy doofus” picking it up, she turned to Max “Are you really going to leave Ben down there with them?”

Max snorted “No, I just wasn’t going to leave you up here….also I needed a break from Ultimos’ fanboying for a moment. Come on, I’ll see if I can set the teleporter up to follow them”

Gwen gave him an amused look “Maybe Ben does take after you after all”

Max shuddered slightly “That’s what worries me”

Ben and the Enforcers arrived behind a workshed, watching as Vulkanus dumped another batch of iron ore into an industrial container.

“That should be enough” Vulkanus said, tossing the scoops aside “Once we get this purified, and bond it to Element X…BOOM” he cackled “You threaten the capes into freeing your brother, and then we start taking whatever we want”

Ben held up the Chaquetrix and prepared to make his selection “They’ve got no idea we’re here. We can jump them before they even know what hit th-Ultimos?”

Ben stared in shock at the shaking Ultimos, his skin now withered and grey “C-c-c-cold. So…c-cold” he moaned before collapsing.

“What’s wrong with him?” Ben asked in concern as Synaptak flew to his leader’s side.

“It appears to be Sucrotaxonite poisoning. But how did…wait” wiping a smudge of melted chocolate from the corner of Ultimos’ mouth “The ‘local cuisine’ ” he muttered angrily.

Ben held his hands up placatingly “I was just trying to be polite! I didn’t know it would hurt him”

“I should have known you couldn’t be trusted!” Synaptak yelled, gently setting Ultimos down as he turned to his partner “Don’t worry Tini, I have the situation under control”

Shoving past Ben, he rounded the shed and posed dramatically “GALACTIC ENFORCERS, ENGAGE!” The villainous trio turned in surprise “By provisions set forth in the Galactic Code of Conduct, I order you to surrender”

Ben slapped his forehead “Why’d you do that?!”

“As the leader, I announced our presence and intentions with authority!” the hero replied arrogantly.

“And you wasted our chance to surprise them!” Ben snapped. Synaptak scoffed in reply.

“I think I can handle-URG!” Ben and Tini blinked in surprise as a truck collided with the psychic hero launching him back, leaving him unconscious under its crumpled bulk.

Tini barely had time to register the attack before Vulkanus barreled into her, tackling her through the wooden shed as they traded blows. SevenSeven dove after them, raking her with laser fire to give the Vulkanus openings.

“Alright that’s it. Time to call in the cavalry!” slamming the dial down, Ben managed to summon XLR8 just as EightEight dropped down in front of him. Grabbing Ben’s wrist the hunter pulled him in close, part human shield and part…well.

(“He needs an adult alien gibberish~”) she chuckled, XLR8’s cheeks puffed out in anger.

“Nope!” in a burst of speed Ben found himself out of EightEight’s grasp, and instead he was now held (tightly) by XLR8. Blinking at the sudden turn, Ben looked around and found EightEight picking herself up some distance away

“Thanks for the save, partner” he said gratefully, she smiled happily as she squeezed him a little tighter “You can thank me properly later, it’s been a while since we’ve had any fun afterall” she pouted.

“Ah, sorry” Ben apologised “Once we kick these jerk’s butts we’ll hang out, your choice”

XLR8 grinned brightly, thoughts running wild “Ooh~, now that’s motivation-ACK!” her distraction allowed EightEight to land a shot on her back.

As the ‘hero’ staggered forward, the hunter took her opportunity to swoop in and snatch Ben away “Not agaaaaaaiin!”

“GRR, GET BACK HERE!” she growled, speeding off after the hunter.

While they engaged in their game of ‘keep away’, Tini managed to get some breathing room in her own fight. Glaring at her two opponents, she spotted Ben being carried away by EightEight over their shoulders.

“No!” catching Vulkanus’ punch, she swung the startled brute up at SevenSeven. As they crashed to the floor, she used her powerful legs to leap after the young hero.

Picking themselves up, Vulkanus and SevenSeven watched in silence as the three women fought over the increasingly dazed boy. Sharing a look, they then both turned back to the container of ore nearby.

(“Optimistic alien gibberish?”) he asked, Vulkanus nodding in agreement “Yeah I got it. Who would have thought her weird kink would come in handy”

(“Angry alien gibberish”) the hunter warned as Vulkanus rolled his eyes “Oh shut up, you know I’m right”

It was at this moment that Max and Gwen teleported down into the mine, the pair finding themselves right beside the pinned Synaptak.

“Well, things seems to be going well” Gwen jokes, spotting the frail Ultimos as well as hearing Ben’s screams as he was snatched out of EightEight’s grasp mid-flight by Tini.

“...Maybe I should have just gone with them in the first place” Max sighed “Too late for that now, help me get him out from under here. See if we can get him back into the fight” the two working together to try free the trapped hero.

Ben groaned as he felt himself drop, secured against Tini’s chest plate while they landed back on the ground “(Urg) Thanks..but why are you here?”

“You needed help, who knows what that deviant had in mind for you” she replied, growing confused as Ben shook his head.

“You should have focused on stopping the other two…or getting ‘brainiac’ back”

Tini shook her head stubbornly “No, I must protect you!”

Ben frowned “I could have handled that myself (probably), besides XLR8 was here” the speedster appeared in a blur as she snatched Ben out of her grasp “Yeah thanks, I’ve got it from here” she cut in snippily, with Tini preparing to argue.

Their argument was stopped dead when EightEight opened fire, blasting Tini onto XLR8 and causing her to drop Ben. Pulling out the same disk her brother had used earlier, she managed to tag them both leaving them writing on the floor.
Seeing the pair in trouble, Ben attempted to summon his second ‘partner’, EightEight was faster. Snatching his arm once again, she then pulled him down into an (unnecessary) armbar hold/headscissor combo.

(“seriously someone call the police alien gibberish~”) her synthetic modulator still managing to sound husky, as she enjoyed seeing him struggle.

“I’ve had it with being grabbed today!” Ben thought, flexing his right palm and activating a new ‘taser’ feature Ultra-T and Cerebra had installed after the ‘Bevin incidents’ “Wish I’d remembered I had this earlier”

As he struggled with the pressure, Ben brought his hand up blindly and slapped his hand against her. As was his luc, he unknowingly caught her rear (“Distorted moan~”) and caused her to spasm briefly before letting go.

“(Gasp!) Oh man, I’m glad that worked” he massaged his sore neck as EightEight managed to compose herself.

(“Very illegal alien gibberish~”)

“No…you…won’t!” With a burst of jealousy fueled strength, Tini and XLR8 managed to tear off the disks. Staggering to their feet once more.

Before the fight could continue, the villains ship hovered overhead with Vulkanus leaning from the bulkhead hatch “We got the ore, now stop messing around with the human….you don’t know where he’s been”

EightEight let out a ‘tsk’ before flying up to join them, the worn out heroes could do nothing but watch as they once again escaped. Ben hung his head as he punched the ground in frustration.

“We had them! If I hadn’t given Ultimos that stupid chocolate we could have taken them down together” he felt a pair of arms pull him into a hug. Looking up in surprise, Ben met XLR8’s gentle gaze.

“It’s not over yet ‘partner’. Sure this kinda (totally) blew up in our faces, but I know you” she smiled proudly “You don’t give up, it’s part of your charm~”

Missing how true those words were, Ben smiled back while Tini watched the scene thoughtfully.

“I should apologise to you Ben” she began, catching their attention “I let my feelings distract me, and failed to stop them”

“Hey, don’t be so down. Yeah you messed up but so did I, and so did-”

“Ben!” The trio turned to find Max and Gwen leading a mostly recovered Ultimos, and a very embarrassed Synaptak over to them “Speak of the nerd” Ben quipped.

XLR8’s icon started to chime “(sigh) Never enough time. Don’t have too much fun without me~” she winked, vanishing in a flash of red.

“I take it they got away?” Gwen asked, relieved that there were down to only one problematic alien again. “Rather it be none, but take what you can get” she thought.

“Yeah, they're probably on their way to mix up their bomb. Where could they do that?” Ben asked, Synaptak hesitantly raised a tentacle “It would take an enormous amount of heat to bind the Bicenthium and Element X together”

Max inhaled sharply “Like the forge in a Steel Mill?”

“Is there such a place nearby?” the hero asked, Gwen gestured to the mine around them “Hello? Pittsburgh, ‘Steel Town USA’?”

Ultimos cleared his throat “Interesting theory. But the Galactic Code of-”

Ben let out a frustrated groan “Enough with the dumb code!” Ultimos and Synaptak let out scandalised gasps while Tini felt herself blush at his forceful tone “If we’re going to stop them, we’re doing it the Tennyson way” he smirked.

At the closest steel mill, Vulkanus dipped another batch of ore into the smelter while SevenSeven watched.

(“Alien gibberish?”) he asked, Vulkanus grunted back.

“Don’t rush me gearhead, only the purest mixture will combine with Element X to give us the ‘boom’ we need” raising a hand, he watched as the molten metal dripped from it “Heheh, perfect”

A sudden blast tore a hole in the roof, the villains were caught off guard as the Enforcers dropped down into the factory.

Vulkanus snorted, unimpressed “You capes never learn”

“Wanna bet?” Ben called out from behind them. Vulkanus turned only to be launched off the walkway by Pinball “Galactic Enforcers! Formation: Surprise party” he said cheekily as Ultra-T formed up behind him before bonding to his suit.

Synaptak grabbed SevenSeven telekinetically and pulled him towards Tini, who grabbed the flailing hunter before body slamming him down into the floor. As Pinball rolled back from Vulkanus, Ultimos rushed in to land a solid punch on his back.
EightEight, spotting Ben, attempted to grab at him only for his ‘upgraded’ suit to catch her hand first. EightEight brought up a blaster only for Ben to last out with his energy blade and slice it in two, twisting her arm to keep her off balance.

“Sorry, not this time” Ben smirked behind his visor. Activating his jet boots, Ben delivered a boosted kick to the hunter’s stomach, driving her back “Ok, this is awesome. We need to do this more often” Ben said, admiring Ultra-T’s work.

“Affirmative~” Ultra-T agreed happily (“I understand what Pinball means about Ben being ‘inside’ her. It is most satisfying~”)

When EightEight pulled out her own energy sword, the ‘hero’s’ ‘face’ narrowed in determination “Let’s show her what true technological superiority looks like”

While the villains were busy getting beaten into the floor, Gwen flew in on Ben’s hoverboard and snagged the container of Element X.

“Hey grandpa, heads up!” she yelled, tossing it into the air for Max to bullseye with his blaster. “Not quite the family bonding I had in mind this summer, but I’m not complaining” Max quipped.

Back on the floor, the heroes successfully drove the villains back to the smelter. Ben signalled for Synaptak to hold them in place, while Tini moved onto the walkway.

Vulkanus flexed, causing Synpatak’s hold to weaken “Hah! You think he can hold us for long?”

“He won’t have to. Tini?” Ben gestured for the hero to act.

Smiling viciously, the muscular beauty grabbed hold of the smelting vat...and pushed it over. The molten metal failed to harm the trio…but it did pin them down and with a quick burst of freeze breath from Ultimos, the fight was done.

“My, that was exhilarating.” Ultimos laughed. “No plan. No rules!”

“Yeah, that’s the Tennyson way. 100% satisfaction guaranteed” Ben joked, letting Ultra-T detach and Pinball rolled up.

“I can confirm that statement to be true” the technopathic ‘hero’ agreed. “No complaints from me” Pinball chuckled.

“I see~” Tini said, drawing warning looks from his ‘partners’.

“I know he’s great, but she should find her own man” Pinball muttered unhappily while Ultra-T’s circuits flashed in frustration “Partner-Ben is perhaps TOO desirable for his own good” she agreed.

With the villains defeated, and Element X destroyed, the Tennysons watched as Ultimos and Tini brought the encased villains outside for extraction. With that sorted, Ben approached Tini to give his farewells.

“Things got a bit rough in the middle there, but it was fun working with you” he held out his hand to shake “Maybe we can team up again?”

Tini instead pulled him into a bone crushing hug “Farewell Ben. Hopefully our next meeting will be more ‘pleasure’ than business~” shooting Pinball and Ultra-T a defiant look as they fumed behind him.

Synaptak let out a defeated sigh as he floated next to a frustrated Gwen “Yeah, I’d prefer her with you too”

Once Tini let go, and Ben popped his back straight, Ultimos approached with an Enforcer badge.

“Ben, your unorthodox methods are just what we need to combat this new breed of criminal. I officially extend an invitation for you to join the Galactic Enforcers!”

“Thanks!...But no thanks” Ben replied, surprising Max and Gwen “I’m already part of a hero team” he offered the badge back only for Ultimos to refuse.

“Keep it. In case you ever need our help”

“Or if you just want to talk!” Tini suggested with a wink.

“Ah, it warms my heart to see you’ve become such good friends” Ultimos laughed while Gwen and Synaptak shared a long-suffering look. Activating the transporter disk, Ultimos pointed dramatically skyward “Galactic Enforcers, awaaaaaay!”

As the Enforcers teleported away, Gwen spoke up “Did you mean what you said, about being part of a team already?” wanting to be hopeful, but having a pretty good (bad) feeling what he meant.

“Of course I did” Ben said holding up the watch “And they’re way cooler than those guys”

“Aw Ben~” Pinball gushed, pulling him into a hug as Ultra-T slid her way around them both to join in.

“Yeah…cool” Gwen huffed, shaking her head while Max sighed “Well, it was almost a nice moment”

-Prisoner Transfer Ship, Zeta 9. 2 weeks from now-

Vulkanis grumbled as he rattled his cuffs, glancing at SevenSeven and EightEight in the cell opposite.
He’d get out, he always did.
He just needed a decent distraction and-

The ship shook violently as the guards raced past their cells, weapons ready as the sound of blaster fire echoed from outside the cell block. The three prisoners moved to try to get a better look, when the guards were thrown back by a hail of lasers and missiles.
As they waited for the smoke to clear, the sound of metallic boots ‘clinking’ off the ship's floor echoed throughout the room. The sound drew closer, a figure emerged from the smoke to reveal…

(excited alien gibberish!”) EightEight cheered, with SevenSeven adding his own sounds of celebration.

Vulkanus just laughed “Hah! We end up here trying to bust you out, and now YOU’RE here freeing us! What are the odds?”

SixSix gave him a disinterested look before moving to his sibling’s cell, blasing open the doors before removing their cuffs. As he did another figure entered the room, his large claw snapping impatiently.

“Yeah yeah. It’s a real heartwarming reunion. Now would you hurry up?” Kraab snarked, earning three sets of snarls “Oh bite me you tech fetishists”

Seeing the group start to leave, Vulknanus banged on his cell door “You’re not just gonna leave me here are you? Guys?”

Kraab turned to the hunter trio “He any good? SevenSeven made a ‘so-so’ gesture.

“HEY!” Vulkanus snarled, punching again and succeeding in denting the door.

“Alright, alright. Don’t get your armour in a twist” Kraab muttered, blasting lock before cutting his cuffs off.

“Hmph, thanks for the early release” Vulkanus quipped, stepping out the cell.

“Unfortunately for you, your freedom doesn’t come free” a raspy yet powerful voice replied.

Vulkanus turned, ready to give the speaker a piece of his mind only to have to (surprisingly) look up .
He wished he hadn’t.

“You..” Vulkanus gulped as he stepped back, taking in the figure’s hulking frame and heavily burned red armour.

“Me” Vilgax sneered, glared down at him with his one good eye from the charred face.

-Non Canon Omake-

Gwen exited the Rustbucket with a leaflet for ‘Bancroft Academy’, sighing happily at the features and courses listed.

“Ah, one day” she said wistfully, imagining how great it would be to attend.

Her moment of bliss was interrupted by the sound of Ben grunting, followed by the sounds of…women giggling?

“Oh what now?” Gwen snapped, moving to investigate while trying to calm herself “Ok Gwen, don’t get too worked up. It’s probably just something dumb and not-”

She froze as she rounded the R.V.

There, panting and red in the face, was Ben.
And he was crouched in front of XLR8.
Between her thighs.

“Please tell me this isn't what it looks like” Gwen begged, her high pitched plea drawing the pair's attention to her.

“Oh hey dweeb” Ben greeted casually.

“Don’t ‘Hey dweeb’ me. What are you doing?!” she snapped, utterly flustered at their positions

“Well I mentioned how that crazy alien girl kept putting me in holds, and XLR8 offered to help me practice breaking out of them” he explained” Right partner?”

“Hmm? Oh yeah, right (wink)” the speedster giggled, to the confusion of the young hero.

“Oh really?” Gwen asked dangerously.

“Yup, now if you don’t mind leaving us to it? I’m ‘really’ close” XLR8 said impatiently.

“Shouldn’t that he’s close to-” Gwen paused as her words fully sunk in “Oh gross!”

Chapter Text

Ben sighed happily as he reclined against a tree enjoying the bright summer day as he watched his partners have fun in the park, split into even teams of five for some soccer.
Armizon, Heart’s Fire, Stingwing, Cerebra and Ripjaws vs Crystal Knight, XLR8, Pinball, Ultra-T and Wild-Gal. Their uniforms seemed to be a size too small, but Ben shrugged this off. They always wore clothes that seemed tight anyway.
Maybe he should join in, help the side out that’s losing-

Wait.

Where was Scream Queen?

Hearing the sounds of someone in distress coming from the treeline nearby, Ben went to investigate. It didn't take long before he discovered the source of the noise, as he found Scream Queen violently thrashing in place whilst holding her head.

“Scream Queen!” sprinting to her side, he tried to steady her as she looked at him with…fear?

“Don’t worry, I’m here to help.” he said, trying to ease her discomfort. Growing concerned as her head went limp.

Reaching out to check on her he flinched back as her hand snapped up and grabbed his wrist “How sweet…” came a raspy male voice.

“S-Scream Queen, what-” Ben gasped as her head twisted around to face him while still hanging low.

“But who will help you?”

“SCREAM QUEEN!” Ben sat up in his bunk, breathing hard as he slowly realised what had happened.

“Ugh. B-Ben? (Yawn) Is everything alright?” Max asked blearily as Gwen, grumpily, sat up from her bed.

“I-I’m alright. It was…just a nightmare” he replied quietly, not sounding as confident as he would have liked.

Hearing him so down, Gwen looked over from her bunk to talk with him “What was it about?”

“I was at a park and I heard this weird moaning noise from the trees, so I went to investigate and I found Scream Queen-”

“Ok, nevermind. I don’t want to know” Gwen suddenly cut in, looking like she was going to be sick “If you keep going, you’ll give ME nightmares”

Ben looked to Max for his thoughts, only to find him refusing to meet his eyes “I-I wouldn’t worry about it too much, Ben. Try and get some sleep, we’ve got an early start tomorrow to catch the tour”

Unconvinced, but seeing that his family weren’t overly concerned, Ben reluctantly lay back down and tried to get back to sleep. Casting one last look at the watch before he closed his eyes.

“I’m just being dumb” he thought “She’s a superhero. What could happen to her?”

The next morning, Ben sat at the table staring out the window with a bored expression. He was so lost in his thoughts that he failed to notice Max calling for him, only reacting when Gwen smacked him across the head with a large brochure.

“Ow! What was that for dweeb?”

“Clean the wax out of your ears” she sniped, going back to reading the brochure as Max looked back from the driver’s seat.

“You ok Ben? You’ve been out of sorts all morning” he asked, concerned as Ben slumped back into his seat.

“Just…still weirded out by that Scream Queen nightmare” he admitted, looking down at the watch “Maybe I should just check on her-”

“Oh no you don’t!” Gwen snapped, slapping his hand away “I don’t want any of your dumb pranks, or your ’’partner’s’ flirting, messing things up today”

“They DON'T flirt” Ben scowled as he snatched away her leaflet “Afraid I’ll embarrass you in front of your nerd school?” he gave the material a bored look “Bancroft Academy. Bleh! Why’re you so excited for this? It’s a boring school for stuck up snobs and posers”

He was suddenly yanked forward by his collar “Benjamin Kirby Tennyson!, If you do ANYTHING to mess up my chances, I’ll make you wish you were fighting Vilgax again. AM I CLEAR?”

Ben wisely agreed.

As they entered the academy’s courtyard, Ben was already bored out of his mind. Everything about this place just screamed ‘dweeb’.
And to make it worse, they must have gotten the most stuck up snob in the entire school as a guide.

“And recently, Bancroft Academy was awarded the prestigious solid gold main-cup trophy for being the ‘top-rated’ prep school on the east coast” Tiffany (“Even her name sounds stick up” Ben thought) explained proudly “So you can understand why we’re so…selective, with who we admit”

She sighed dramatically “So many people delude themselves into thinking they’re Bancroft material, it’s so sad”

“Well, I have a four point two GPA, I’m president of the computer club, treasurer of the science society, volunteer at many local charities and I’m a member of my school Jiu-Jitsu team” Gwen listed off, eager to make a good first impression.

Tiffany’s flat, unimpressed stare caused her to wilt “How nice for you” she replied, insincerity dripping from every word.

Ben frowned “I thought it’s be funny seeing Gwen get out dweeb’d, but this girl’s such a stuck up bi-”

“Ben”

Ben’s head snapped around “Scream Queen?” Despite his best efforts, he couldn’t see anything besides Bancroft students.

“Do ‘you’ have a question?” Tiffany’s condescending tone snapping Ben out of his daze.

“Uh, yeah. Why are there so many kids here during summer vacation?” (“Quick thinking brain”)

“Attending our prestigious summer school sessions” she replied smugly “All Bancroft students strive for excellence.”

“Could you ‘strive’ to be less of a jerk?” Ben muttered under his breath, following behind Gwen. Unaware of his shadow briefly taking on Scream Queen’s form.

As they tour eventually moved into the science labs, with Gwen’s visible excitement at their electron microscope causing Tiffany to scoff at her ‘childishness’.

“The more time I spend here, the more I wanna just let XLR8 or Stingwing out to teach these guys to lighten up” Ben thought, peering at a beaker boiling away over a bunsen burner.

As he leaned closer, a purple eye appeared in the glass “Help me!” Scream Queen begged.

“Scream Queen!” reaching forward on instinct he succeeded on knocking the beaker off its stand, shattering it on the floor.

As Tiffany gave him a disdainful look, Ben sheepishly rubbed the back of his head “I, uh, thought I saw a spider?”

Gwen pulled him into a headlock as she faked a laugh “Ah-ha-ha! Sorry, my cousin’s got a bad sense of humour” she bluffed, her grip on his neck uncomfortably tight. She quickly let go as all the bunsen burners suddenly fired up at once, causing experiments to boil over or crack their jars.

Max looked at him in disappointment “Ben, did you mess with the wa-the uh, equipment?” he corrected, remembering Tiffany was here.

“I haven’t touched anything since I got here!” Ben shot back defensively, just as the sprinkles activated…over Tiffany’s head.

As Gwen chuckled nervously, a now soaked Tiffany glared back “This will not look good on your application” she said curtly, before turning on her heel and marching out of the room.

As the Tennysons followed her back into the courtyard, Gwen attempted to smooth things over. Judging from Tiffany’s expression it was not going well.
Deciding that sticking around would be hazardous for his health, Ben quietly slipped away.

“I’ll give her a few minutes to calm down…or maybe an hour”

As he headed for the main building, the sound of breaking glass echoed thought he courtyard “That didn’t sound good”

Heading inside, he found a trophy case surrounded by broken glass. Despite the mess it looked like only one trophy was missing, and he was willing to bet it was their precious ‘solid gold’ one.
As he prepared to call out Wild-Gal to see if she could pick up a trail, the sound of mocking laughter came from behind a set of double doors nearby. Slapping on his Plumber disk, Ben threw the doors open and blinked at the sight.

“You guys again?” Ben asked in disbelief.

Standing in the middle of the gym were the three ‘freaks’ from Zombimbo’s circus, the villainous trio laughing at the misfortune of a security guard they had left tied up in the hanging banners.

His entrance did not go unnoticed, as Thumbskull scratched his head at the sight of the masked boy “Who’s this guy, an exterminator?”

Frightwigs’s eyes widened as she spotted the watch on his wrist “It’s that brat who took out the boss!”

Acid Breath scowled at the young hero “That was a sweet gig you ruined for us, kid”

“And I’m about to ruin this one too” Ben joked, bringing up the watch “Hmm, Heart’s Fire didn’t get a chance to kick you guy’s butts last time” slamming the dial down, Ben turns to greet her…only to find Scream Queen.

“(sigh) This watch” Ben shook his head “Oh well, you took out their boss. These guys should be no trouble right?.....Scream Queen?” The spectral ‘hero’ remained silent, with Ben growing steadily more concerned with each failed attempt to prompt a response.

Then, without warning, she launched herself at the startled thieves. She phased through Frightwig’s lashing hair and grabbed onto her head “Nice hair, but your face could use some work”

Diving down, she brutally slammed her head off the ground.
And again.
And again.
As Ben flinched at the brutal display, Acid Breath fired a stream of acidic breath past his ally’s head at the spectre. Letting Frightwig drop, Scream Queen vanished from sight only to reappear beside the Acid Breath and wrapping her hands around his throat.

“Ah ah. Say it don’t spray it, sewer mouth”

“Scream Queen, what are you doing? Stop!” Ben called out, attempting to call another ‘hero’ for aid. The watch remained unresponsive “Gah! Stupid piece of-Scream Queen watch out!”

Ben’s warning gives her just enough notice to phase through Thumbskull’s punch aimed at her back. The brute winced as his fist collided with Acid Breath’s face, knocking him senseless.

“And then there was one” Scream Queen chuckled darkly, sending chills down Ben’s spine as she possessed the freak’s body “Stop hitting yourself (thwack) Stop hitting yourself (thwack)”

Once she was satisfied he’d be thoroughly dealt with, she released him and let him drop like a puppet with its strings cut.

“Ok, that..that’s enough. Scream Queen!” rushing forward, Ben grabbed hold of her “Enough! You got them, it’s over. Please Scream Queen-”

Ben gasped as she grabbed him by the collar “That’s not my name” her voice carrying a strange echo.

As her grip tightened Ben cried out in pain, and to his relief the pressure instantly stopped “B-Ben?”

Looking up at his ‘partner’, Ben saw her pupil shrink in fear “Oh no. No no no, I didn’t mean to! He made me, I…” turning tail (literally) the ‘hero’ fled the scene just as Max and Gwen arrived.

“Ben, there you are-What the heck happened here?!” Gwen yelled, as the three thieves dragged themselves to their feet before scrambling for freedom.

“The circus freaks?” Max’s attention was drawn back to Ben as he heard the sound of jet boots activating. Expecting to see him chase after the criminals, Max was surprised to see Ben instead run in the opposite direction “Ben?”

Sprinting through the courtyard, Ben managed to find Scream Queen clutching her head while hiding in the shadows of a pillared walkway. Hurrying to her side, Ben once again went to reach out for her when the watch began to time out.

“What? Oh come on!” he groaned, closing his eyes as the red flash appeared. Which is why when he was shocked to find Scream Queen still floating in front of him “Scream Queen?” he asked hesitantly.

“I’m sorry”

Before he could ask what she meant a pair of claws tore their way out of her cloak, ripping it to shreds to reveal a horrifying figure. It had one eye in its upside down skull, sickly looking purple skin, black razor claw tipped hands and four writhing tentacles emerging from its chest.

“Ah, free at last” the figure sighed, examining its claws with sadistic glee.

“Wh-who are you? What did you do with Scream Queen?!” Ben aimed his wrist blade at the creature, but the spectre simply laughed at his threat.

“Put that away Ben, you’re just embarrassing yourself” it sneered “And I didn’t do anything to you precious ‘Scream Queen’, because she was never real to begin with”

“What are you talking about?” Ben demanded, the spectre ignored his outburst as he continued to talk.

“You see, Ectonurites can survive as even a single strand of DNA. When mine was accidentally harvested into the Chaquetrix, it was rewritten to serve its foolish purpose”

“Are…are you monologuing right now?” Ben watched as the spectre dramatically gestured to the watch.

“When that delightfully vicious girl absorbed the power of the watch, it allowed my consciousness to escape. I thought I would be free of that wretched programming, but the madness followed me”

“Wait, you’re the one who made Bevin go crazy!...Well, crazier…”

“After your last battle, I managed to free myself from both that scrambled mess she calls a mind, and the programming. Returning to the watch with a clear head to reclaim the power that was stolen from me”

“You’re not making any sense you ghost freak, what ‘programming’?”

The figure sighed exasperatedly “You dense little mortal. That ‘watch’ doesn’t make heroes, it makes ‘playthings’ designed to serve the owner's base desires. They only go along with your silly little games, to try and impress you and earn your affection”

Ben looked down, hands shaking “That…”

The figure grinned cruelly “Yes, the truth hurts doesn’t it? And once I take possession of your body, those fools will obey me!”

“That’s the stupidest thing I’ve ever heard!” Ben snapped back, stopping the gloating villain in his tracks “What?” it asked flatly.

“You kinda had me worried for a moment there” Ben admitted “But all that junk about ‘programming’ and ‘affection’? There’s no way anyone would make something that dumb!”

The figure’s eye twitched violently as Ben aimed his blade at him once more “Now listen up ‘Ghostfreak’!”

“That’s not my name! You irritating-”

“I don’t know where you really came from, but you’re going to give Scream Queen her body back. Right. Now”

‘Ghostfreak’ snarled “Enough of this! Once I’ve taken control of your body, I’ll finally be free from your stupidity!”

As Ghostfreak lunged towards him Ben brought up his blade in defence, the metal catching the sunlight and reflecting part of it onto the spectre’s chest. Screeching in pain, Ghostfreak reeled back clutching at his smoking chest.

“What-what is this?” he hissed, retreating further into the shadows of the walkway.

Ben looked back and forth between the sunlight and his blade, a smirk forming on his face “I think you need to ‘brighten’ up, and I’ve got just the partner to help with that!” quickly making his selections, Ben slammed the dial down and summoned Crystal Knight.

The emerald ‘hero’ gave him a concerned look “Ben, have you seen Scream Queen? She never came back into the-WHAT IS THAT?!” she jumped back, her composure cracking at the sight of Ghostfreak’s twisted form.

“This Ghostfreak (“Stop calling me that!”) stole Scream Queen’s body (“It wasn’t ‘her’ body!”) so now we need to kick his butt!” Ben explained, while ‘Ghostfreak’ grew increasingly frustrated with his disrespect.

“...Very well ‘partner’. How can I help?” she asked. Scream Queen may have been hard to get along with, but she was still one of them.

“Just step back into the sun” Ben replied, Ghostfreak’s eye widened in realisation “NO!”

Confused but trusting that Ben had a plan, Crystal Knight stepped back into the light….and immediately began to reflect light into the walkway like a chandelier.
Ghostfreak screamed in agony, phasing back through the wall as the sudden burst of sunlight threatened to tear his body apart.

“He got away” Crystal Knight cursed, before noticing that Ben had picked up a familiar looking piece of cloth “Is that..?”

“Scream Queen’s cloak” Ben confirmed sadly.

Hearing him so upset, Crystal Knight knelt down beside him and gently pulled him into a hug. “I’m sorry Ben, she didn’t deserve this fate. But I promise you, we WILL find him”

“Yeah, and then we’ll make him bring Scream Queen back”

“Exactl-Wait what?” Crystal Knight blinked “Um, Ben…Scream Queen is…gone” she said tentatively.

“For now” Ben replied insistently, earning a concerned look from the ‘hero’.

“I…understand this is hard for you. But I don’t think that-”

“As soon as the watch recharges, I’ll call Wild-Gal and we can track him down.” Ben continued, brushing aside her concerns.

Pulling back his hood, he gave her a small genuine smile “Don’t worry, we’ll fix this. Right partner?”

Crystal Knight was saved from having to answer as Gwen and Max rounded the corner, Max leaning on the wall to catch his breath while Gwen continued running towards the pair.

“Oh good, you’re here” Ben said, getting back to his feet while tucking the cloth into one of his suit’s pouches “We need to-(Thwack!) OW! What the heck, Gwen?” Ben whined, holding his head as Gwen glared at him.

“Ben” he froze at her tone “First you embarrass me in front of our guide, then you don’t even try to catch the bad guys?”

“Hey, I’m sorry you’re probably not getting into your nerd school” Ben said, ignoring how her glare grew colder “And we’ll get the freaks later, but we’ve got bigger problems right now!”

“Like what?”

A lone marching band member rested in the shade of a walkway, adjusting his cape as he sat down to practice.
He'd barely got a few notes out when a cold presence settled over him.

“Nice cape” a raspy voice complemented, causing him to turn.

“Oh thanks. I-(gasp)!” The boy shuddered at the nightmare hovering beside him “AAHHH-!”

Moments later, the boy emerged from the walkway tentatively Sticking his hand into the sunlight. When nothing happened he smirked and stepped out fully, revealing his now glowing purple eyes with pronounced black “cracks” around them.

“I guess humans aren't completely worthless after all” Ghostfreak mused, before his mood soured at the memory of his failed attempt to claim Ben's body.

“I'm still not at full strength” he admitted reluctantly “If I'm to have a chance to claim the Chaquetrix, I'll require some…what's the word? Ah yes, minions” cackling to himself, he stalked off in search of a certain trio of freaks.

Inside the Chaquetrix's simulation of the Rustbucjet, Crystal Knight relayed what had happened outside to her fellow ‘heroes’

“She's gone?” Stingwing asked, Crystal Knight nodding sadly in reply.

“I barely even got to know her” Pinball said, slumping forward.

“How's Ben's doing?” Ripjaws said, asking the question on all their minds.

Crystal Knight winced “I think he's in denial, he thinks he can bring her back”

Heart's Fire clutched a hand to her chest “Ben…” her flames flared up in frustration “We should be out there giving all the support and ‘comfort’ he needs, not stuck in here”

“While ‘comforting’ partner-Ben is an appealing thought, I question if it is appropriate given the circumstances” Ultra-T wondered.

Cerebra added her thoughts on the matter “Ask yourself, would Scream Queen hesitate if one of us fell?”

Ultra-T's circuits flashed as she calculated the odds “...I withdraw my concerns”

XLR8 pumped her fist in determination “Alright! First we kick this creep’s ass for Scream Queen, then we give it our all with Ben”

A loud cheer rang out from the ‘heroes’ distracting them from a brief spark of purple energy coming from beyond the ‘R.V's’ door…

In an old equipment shed on the outskirts of Bancroft Academy, the circus trio sat lickings their wounds.

“Rob a school you said. Easy money you said” Frightwig sniped at Acid Breath, who glowered back.

“I didn’t hear you coming up with anything better-” his angry retort was cut off as the door to the shed was fling open, a short male figure silhouetted against the setting sun.

“Aw no, that kid found us!” Thumbskull panicked, the three getting ready to fight as the figure stepped inside.

The three relaxed when they realised it was just a regular student, his band uniform cape flared as he raised a hand to point at them.

“On your feet freaks, you get the honour of serving me” the boy grinned darkly “You're welcome”

The trio spared each other a quick glance, before they burst out laughing “Bwahaha! You should audition for a job with the circus kid, ‘cause you're a real clown” Acid Breath sneered.

“Oh dear” the boy’s grin never faltered “I'm afraid you don't know who you're dealing with”

Detaching from his host, Ghostfreak paid little attention as the traumatized boy fled for his life. His attention was firmly on the shocked trio, their mocking laughter stopping ceasing under his cold glare.

“Sorry, I just needed to change into something more comfortable. You were saying?” He taunted, flexing his claws idly.

Frightwig gulped as she held her hands up in surrender “W-what, uh, is the job…boss?”

“I need help dealing with a mutual pest of ours” Ghostfreak grinned maliciously, the freaks gave each other questioning looks before grinning back “Sounds good to us!”

“Who’s in there?”

The four turned as Tiffany made her way to the shed “Wendal just ran past screaming, what are you up…to…in…” her eyes widened as she realised she wasn’t dealing with a few troublesome students “W-well (gulp) you seem to have everything under control, so I’ll just take my leave”

Spinning on her heel, she ran for the door only to have Frightwig’s hair snatch her up and pull her back.

“Actually my dear” Ghostfreak hissed “I think there is something you could help us with”

Ben tapped his fingers on his hoverboard, steadily getting more frustrated as he followed after his grandpa. Despite Ben’s suggestion to use Wild-Gal to sniff out the freak, Max and Gwen insisted on using some fancy scanner from Max’s Plumbing days, insisting that it would be faster and more reliable.

(“So that was a lie”) Ben thought irritatedly “We’ve been at this for hours! Are you sure that thing even works?”

“It works just fine Ben, the spectral activity is just really faint” Max reassured him, though internally he had to admit even he was growing frustrated with the device.

“I hope ‘this’ thing works better” Ben muttered, looking at a pistol-like device with a large circular barrel hanging from his suit’s belt.

“Me too” Gwen added nervously “If this ‘Ghostfreak’ wrecks the campus, I’ll never get in!”

She paused as she saw Ben turn in her direction, even through his mask she could feel his glare “..Which is less important that avenging (Ben’s ‘glare’ intensified) I mean, rescuing Scream Queen”

As Max went to diffuse the situation, the scanner began to beep rapidly “I’m picking up fresh traces of spectral energy just around this corner, it’s a good sign our ‘ghost’ is nearby. ”

No sooner had he said that did a scream ring out from up ahead “And that’s another one” Ben quipped, bringing up the watch and selecting Armizon and Heart’s Fire.

Inside the Chaquetrix, Armizon and Heart’s Fire felt a jolt as their armband/collar flashed purple.

“Looks like you’re up” XLR8 noted “Remember Ben’s still in denial, we need to-”

“-To take it slow and play it cool. We know” Heart’s Fire rolled her eyes “Relax. We’ve got this” with that the pair vanished in a flash of purple.

“So who’s going to mess up first?” Cerebra asked flatly.

“Heart’s Fire” came the unanimous reply.

As the flash died down, Ben looked up at his ‘partners’ as he prepared to lead the charge “Alright guys, Ghostfreak is here! So let’s-”

“Don’t worry Ben” Heart’s Fire immediately pulled him into a smothering hug against he chest “We’ll get through this together”

While Gwen and Max sighed, they were surprised to see Armizon facepalm at the display “Smooth, real smooth”

Ben meanwhile, awkwardly patted her on the back as he shifted to free his face “Uh, thanks Heart’s Fire. I’m here for you too”

A second scream rang out, reminding everyone of the problem at hand “Oh right. We’ll guys (Ben mounted his board) let’s get this freak!”

As the trio rounded the corner, with Max and Gwen following from a safe distance, they prepared to face to ghostly menace when…

“Oh, what?! You three, seriously?” Ben groaned.

The circus freaks grinned back, Thumbskull and Acid Breath waiting at the bottom of the Academy’s main entrance while Frightwig looked down from the top of the steps.

“You’re not the freaks we’re looking for, so just give up and we’ll go easy on you” Ben yelled, the freaks confidently smirking in reply.

“Not so fast ‘hero’. If you don’t let us leave with our loot” Firghtwig shifted her hair to reveal Tiffany hanging limply from one of her locks “Little Tiffany here is going to have a real bad hair day”

Ben however was in no mood to deal with this “Yeah, no. Heart’s Fire, flash grenade!”

The freaks were caught off guard as the fiery ‘hero’ brought her hands together, forming a ball of fire that rapidly increased in brightness before bursting. Filling the area with light, and leaving the trio temporarily blind.

“Take out those two, I’ll rescue Gwen’s ticket into this dumb school” he ordered, speeding forward as Armizon tackled Thumbskull and Heart’s Fire sent Acid Breath flying with a shot at his feet.

With them taken care of Ben focused on the final freak, extending his wrist blade and slicing through the lock holding Tiffany. As Frightwig let out a startled cry Ben turned the board and sped after the falling girl, catching her bridal style before carrying her away from the fight.
Setting the board down, Ben gently shook her to try and wake her up.

“Hey, you ok?” he gave a sigh of relief when she stirred “Let’s get you out of here”

“Thank you Ben” she smiled up at him, though her eyes remained closed.

He shrugged carelessly “Hey, it’s just what heroes-” he froze “How..did you know my-(ugh!)”

The ‘heroes’ and his family snapped in his direction at his cry, finding Tiffany holding him up by the collar with one arm.

“Thank you, for being so predictable” she cackled, her voice shifting into a familiar raspy one as she opened her glowing purple eyes.

“Ghostfreak!” Gwen gasped, Armizon and Heart’s Fire abandoning the fight to try and reach their partner. But they knew they wouldn’t make it in time.

Quickly detaching from Tiffany, the spectre lunged at the young hero and attempted to take him over. However…

“GRRAAH!” Ghostfreak was thrown back as the Chaquetrix let out a burst of purple sparks, the ‘heroes’ icons lighting up at the same time.

“Wait, what happened?” Gwen asked, looking to Max for answers but finding him just as confused.

Ghostfreak snarled as he managed to get his flight under control “I see. The bond between the host and the women prevents me from possessing you while it’s active”

“Bond?” Ben muttered while Heart’s Fire’s flames flared up in joy “Did we just save him with the power of love?” she asked excitedly, Armizon looking away in giddy embarrassment at the suggestion.

“Oh they’re never going to let this go” Max sighed, while Gwen tried to reign in their excited ramblings “No way! It was probably just..uh..and energy surge!”

“It doesn’t matter what it was” Ghostfreak snorted “Time’s on my side, and there’s nothing you can do to stop me”

“Wanna bet?” Ben asked, drawing the pistol-like device from his belt and aiming it at the villain.

“Oh please. You think that will do any-ARGH!” he screeched as an intense beam of light shot out from the gun, burning his left side before he could fly away “I-impossible! Daylight at night!”

Ben smirked as he aimed the gun again “Sun-gun. Looks like this works just fine after all, grandpa”

The spectre snarled “Your toys won’t save you!” speeding away, the villain phased through Armizon (“Ah! Gross gross gross!”) before taking over Thumbskull.
The strongman let out a pained scream before the Ghostfreak took hold, his eyes now bearing the tell tale sign of possession.

“Dumb move” Armizon said, preparing to punch out the possessed crook “I’ve already taken him out once today, I can do it again!”

Her confidence waved slightly when he caught her punch, purple traces of energy flowing through his muscles “I wouldn’t be so sure!” landing a solid punch on her stomach, he pressed his assault as she found herself driven back.

“Armizon!” Ben aimed the pistol at the freak and fired again, but the light had no effect.

“He must be immune to light when he’s in a host!” Gwen realised “You need to get him out of there, fast!”

“Sure, why would this be easy?” Ben snarked, moving to assist when he was forced to dodge a whip from Frightwig’s hair.

“Not so fast, brat! I still owe you for the haircut!” she lashed out again, the young hero desperately weaving through the attacks.
Heart’s Fire charged up a shot “Hold on Ben, I’m-”

“Wide open!” Acid Breath hissed, releasing a cloud of acid mist in her direction.

“Ew! Keep that stuff to yourself!” she fired a burst of flame at the approaching cloud, igniting it and causing it to explode “Whoa!”

As the flames raced back along the stream, Acid Breath could only wince at the incoming blast “Mother” he whimpered, the explosion sending him back into the stairs and rendering him unconscious.

“You can’t be serious, you’re out already?” Frightwig groaned as a shadow fell over her.

“And you’re next!” Ben snapped, flicking a trio of explosives in her direction.

She raised her hair to fling them back only for them to explode on contact, taking out more of her locks and leaving her open for Ben to charge directly at her. Pulling up at the last second, he slammed the back of the board into her face and sent her tumbling down next to her partner in crime.

“Wow Ben, you’re on ‘fire’ tonight” Heart’s Fire praised, earning a groan from the two downed crooks (and Max and Gwen) while Ben couldn't help but snicker.

Meanwhile, Armizon continued to grapple with the possessed Thumbskull “You’re not going to win this, you just don’t have enough arms”

She swung her lower arms up for a gut punch, only for Ghostfreak’s tentacles to emerge from Thumbskull’s chest. Two grabbed hold of her arms, wheel the other two snaked up towards her neck.

“Ugh, get those things off of me-HURK!”

Ben winced while Heart's Fire burned with indignation as Ghostfreak attempted to suffocate the ‘hero’ by forcing one of his tentacles down her throat. Max covered a blushing Gwen’s eyes while he forced himself to look away from the unintentionally lewd scene.

“What good is your strength if you can’t breathe? Haha-ACK?!” the villain taunted, his dark chuckles cutting off as Armizon simply bit down and forced him to retract the appendage.

“You…You dare do that to me….in front of Ben?!” she roared in embarrassed fury, before swiftly bringing up her knee and striking a ‘critical’ blow.

Ben and Max paled as Thumbskull let out a soundless scream before toppling over, the unfortunate crook curling into a fetal position as Ghostfreak was forced to abandon his host.
Wasting no time Ben fired another shot at the spectre, but he managed to fly to the side as the beam illuminated the scaffolding on the partially renovated clocktower.

“Just give up, you creep!” Ben snapped, feeling surprisingly angry at the stunt he’d just pulled “You can possess whatever freak you want, we’ll just kick your butt as many times as it takes!”

As Armizon and Heart’s Fire moved to flank him, the villain scowled as he searched for a way to turn the tables…and spotted Gwen leading Tiffany to safety across the courtyard.

“Let’s test your theory” with a snarl, he phased past the ‘heroes’ before making a beeline for Gwen. Ben’s eyes widened in terror.

“Gwen run!” He swung the gun around to fire again, but it was too late.

Gwen let out a sharp gasp as she was overtaken, Ghostfreak letting out a sadistic chuckle as he turned her glowing gaze on the trio.

“Gwen!” Max reached out for her only to receive a sharp blow to the gut, leaving him gasping for breath as the villain forced her to charge at the ‘heroes’.

“Hey, no fair!” Heart’s Fire snarled, doing her best to keep her flames low to avoid burning the girl (“I can’t beat up Ben’s cousin right in front of him!” she whined mentally)

“Let her go!” Ben urged his board forward to try and restrain her, only to receive a kick to his stomach for his troubles.

Tumbling from his board, he barely had time to get to his feet before ‘Gwen’ attacked again “Come on Gwen, fight it! I don’t want to hurt yo-Ow!”

‘Gwen’ delivered a swift punch to his gut before blocking his wild swing and kicking him back to the ground. As he hit the floor, ‘Gwen’ snatched up his discarded board before slamming it over her knee. The device sparking before being tossed aside.

“First he takes Scream Queen, then Gwen and now my board?” he winced, picking himself up as ‘Gwen’ dodged a hesitant lunge from Armizon before sprinting towards the clock tower scaffolding.

Climbing with inhuman speed and agility, she reached the top as Ben shakily returned to his feet “Come on, we need to follow her!”

The trio made their way up, Armizon carrying her ‘partners’ as she leapt after the possessed girl. Unfortunately the watch chose this moment to time out, Forcing Ben to use his jet boots to finish the jump, landing hard on top of the scaffolding.

“Looks like your time is up, Ben” ‘Gwen’ chuckled, not losing her grin even as Ben aimed the sun-gun at her.

“Try it creep! Now let her go and give Scream Queen back her body, or you’ll get the worst sunburn of your life”

“I have a counter offer” ‘Gwen’ took a step back, dangerously close to the edge “You throw that gun away, or we find out if your cousin can fly!”

Ben grit his teeth, the gun shaking in his grip as Ghostfreak forced her to place one foot over the edge “Ok! I’ll do it, just…don’t hurt her”

“Deal”

Ben tossed the gun over the side, the device breaking apart on the courtyard below “Ok, now let her go”

“If you insist” Ben realised too late what was going to happen, as Ghostfreak forced Gwen to step backwards just as he undid the possession.

“GWEN!” Ben tried to reach forward, only for Ghostfreak to intercept him halfway “No!” feeling the spectre latch onto him, Ben swung his arms in a futile attempt to shake him off.

Just as Ghostfreak managed to fully take hold, Ben’s left arm brushed the pouch containing Scream Queen’s cloak fragment.
A purple spark rushing inside.

‘Ben’ flexed his hand, pulling back his hood to reveal glowing purple eyes “Yes…hahaha. YES!” Ghostfreak cackled “Finally, the Chaquetrix is mine!”

“Is that right?” came a raspy female voice, causing ‘Ben’s’ eyes to widen in shock.

“W-what?” Without warning Ghostfreak jerked as a pair of icy hands grabbed him from inside his host, before ripping him free and tossing him against the clock tower wall.

Ben gasped, as the icy feeling left his chest. Breathing hard as he stared at an equally stunned Ghostfreak “Who..who did that?”

“Really Ben, have you forgotten me already?” the voice teased.

Ben’s head snapped up “...Scream Queen”

Shifting into view, between Ben and the gawking villain, was the spectral ‘hero’ herself. But not as Ben remembered her.

“Did..did you get a new cloak?” he asked, the ‘hero’ giggling in pleased manner “You noticed~”

Not longer was her cloak a simple robe, it now resembled a hooded straight jacket with crossed pairs of straps to ‘highlight’ her bust and hips.
Peeking out from her hood, Ben could see a bandaged face revealing only a single glowing eye and a few locks of silver hair.

“You look…amazing!” Ben cheered, the ‘hero’ basking in his praise.

The moment was cut short when Ben remembered one important fact “Oh crap, Gwen!” racing to the edge, he peered over the side before sighing in relief.

Down in the courtyard Max gave Ben a nod while Gwen added a shaky thumbs up, safe and secure in his arms.

“No”

Ben snapped his attention back to the twisted spectre, Scream Queen continuing to hover protectively between them.

“No no nonononono!” he roared “This isn’t right! I destroyed you, you can’t be-”

“An Ecotnurite can survive as a single strand of DNA” Scream Queen cut in mockingly “Those were your words right?”

Shaking with fury and disbelief, the villain launched himself at her, aiming to tear her apart once more. He never got the chance, as Scream Queen landed a brutal punch to his (upside down) jaw.
Moving to wrap herself around him, the ‘hero’ held him tight as they drifted up to the roof of the clock tower.

“You..you wretched harlot! You’ll time out soon enough, and then I’ll force Ben to delete your code from the Chaquetrix!”

“It’s true, I’m running out of time” she agreed, before leaving in close to whisper “But so are you”

Initially confused, he soon had a terrible realisation as the first rays of light appeared on the horizon.

“W-wait! We can work together, use the Chaquetrix to conquer the galaxy!” he begged desperately.

“No thanks. I’m good” she replied, the light growing steadily brighter.

“You can’t be serious! You could have anything, the galaxy at our feet. But you’d throw it away to play hero for these humans?!”

“Oh I couldn’t care less about the humans” she admitted bluntly, Ghostfreak going still in surprise “T-Then why?”

Her eye drifted down to where Ben was watching from the scaffolding “Because I already have everything I want” she answered simply.

And with that the sun fully rose over the horizon, its light flooding the land as Ghostfreak let out one final screech before burning away to nothing.

“Scream Queen!” the ‘hero’ descended to meet her waiting ‘partner’, stopping just in front of him as he stared at her with wide eyes. The reality of the situation starting to sink in.

“Now that that is out of the way, I think we’ve earned some-Oh~!” she trailed off as Ben collided with her, arms wrapping tight around her as he unintentionally pressing his face into her chest.

“You came back” his voice shook as he held her tighter, her eye softening as she returned the hug.

“Since I have just come back from the dead” she began “I think I’ve earned a ‘reward’~” she suggested hungrily, tilting his head back to look him in the eye.

“Heh, I guess that’s fair” he agreed, wiping a few tears away (he wasn’t crying, it was just dust from the renovations!) “What did you have in mind?”

“Yo-” a loud ringing filled the air, causing her eye to twitch violently “Of all the bul-”

In a flash of red she was gone, Ben checking the watch and smiling in relief as he spotted her icon back in place “Still no sense of timing” Ben laughed “Ah well, I’ll ask her later”

Down below, Max and Gwen felt a chill run through them for reasons they didn’t quite understand.

-Canon Omake-

Inside the Chaquetrix, the ‘heroes’ gathered near the table with drinks.

Stingwing had questioned how drinks got here, though Cerebra’s explanation had went over everyone’s (except Ultra-T’s) head.

“According to my internal timekeeping, it is now sunrise” the mechamorph stated “Given that we have not undergone any significant changes, I believe it is safe to assume that partner-Ben has successfully dealt with the threat”

“Hell yeah!” Heart’s Fire cheered “I knew he’d teach that creep who’s boss, right Armizon?”

The muscular ‘hero’ was still hiding her face “Ben’s never going to want me now!” she whined, the others offering her sympathetic looks.

“I’m sure Ben will overlook that…unfortunate incident” Cerebra assured her, before clearing her throat and raising her glass.

“But right now, we say our farewells to one of our own”

The others solemnly raise their glasses.

“A toast for Scream Queen, may she rest in peace” the tiny genius said, downing her drink.

“For Scream Queen!” the others cheered.

“Well thank you” came an amused raspy voice.

XLR8 waved her hand dismissively “Ah you’re welcome” she prepared to take a drink when she registered what just happened “Wait”

All the ‘heroes’ turned slowly to face the speaker, finding the newly regenerated Scream Queen floating just behind the speedster.

“Boo!”

“AAAAHHH!”

As the ‘heroes’ fell over themselves to scramble away from the ghostly ‘hero’, she cackled happily at the chaos

“Ah, it’s so good to be home”

Chapter Text

It was a bad night to be driving on a mountain road with heavy rain lashing down, cutting visibility and making the road slippery. It was night where a driver would need to have their full attention on the road ahead, no distractions.
Which is why it was unfortunate that all Max could focus on was…

“Change it!”

“No, you change it!”

Eye twitching, Max took a deep breath and counted to ten as he glanced over his shoulder. Ben and Gwen sat at the table and stared each other down, Gwen holding a large binder while Ben scratched at his foot.

“It’s your turn, dweeb” Ben said, earning a scowl from her.

“As if doofus. Besides, you owe me for ruining my chances at Bancroft!” Gwen shot back.

Ben rolled his eyes “You were too good for that place anyway”

“I-what?” Gwen blinked, not expecting that.

Ben shrugged “You’ve helped take down supervillains, if they’re too stuck up to see how awesome you are that’s their problem”

She blushed “Oh.That’s actually kinda-Wait a minute” Gwen narrowed her eyes “You’re just trying to butter me up to get me to change my mind!”

“Maybe a little” Ben admitted unapologetically, smirking as Gwen let out a frustrated scream.

Calming herself, Gwen held up the binder “It doesn’t matter anyway. I’ve already picked the cake, colour coordinated the balloons AND sent the invitations. Here’s yours by the way” she held out an envelope that he immediately tossed aside.

“Who even plans their birthday six months in advance?” Ben asked, continuing to scratch his foot.

“The one who gets to celebrate it on the ACTUAL date this year” she replied smugly.

“No way!” Ben snapped while Max’s patience finally ran out.

“You two have shared the same birthday for ten years, but if you don’t stop arguing, neither of you will make it to eleven!”

The two quickly backed down, though Ben continued to scratch his foot. Sighing, Max fished a yellow bottle of ‘Athlete’s foot’ powder out of the glove compartment, tossing it back to Ben “Also, here. This should help with your foot Ben”

That moment of distraction almost proved disastrous as, turning back to the road, he saw a young boy stagger into the path of the Rustbucket “Oh sh-!”

Slamming on the breaks and swerving away, Max had the awful realisation that it might not be enough. Fortunately the boy managed to leap aside just before the collision.
Unfortunately the road proved too slippery from the rain, and he slid off the side, barely managing to grab hold of a tree root growing from the side of the mountain trail.

Rushing out, Ben scrolled through the watch to Stingwing’s icon and slammed the dial down. When the flash faded however, it was Ripjaws who was standing beside him “I might as well just pick at random” he grumbled, trying again but getting Cerebra.

Stretching out and letting the rain wash over her figure, Ripjaws took in the sight of her soaked ‘partner.
Particularly how his shirt clung to his frame.
Judging from the grin on Cerbra’s face as he lifted her off the ground, she had most definitely noticed it too.

“I think you’ve got the wet t-shirt contest backwards, but I’m not complaining~” she chuckled.

“What’s a ‘wet shirt’ contest?” he asked, drawing a surprised from the ‘heroes’ before an eager grin took over “Oh we’d be happy to show you~”

“HELP! I CAN’T HOLD ON!” came a terrified cry from over the ledge.

Ben’s head snapped back to the cliff “Oh shoot! C’mon, we need to save that guy first!”

Reaching the edge first, Ripjaws looked over to find a somewhat chubby boy in a green shirt holding on for dear life. As she reached down for him the branch snapped, sending him plummeting to the woods below.

“Damnit!” diving after him, the aquatic ‘hero’ managed to grab hold of the boy before stabbing her claws into the cliff wall to slow her descent.

As they came to a sudden stop, she felt the boy tense up. “You ok kid?”

The boy, upon realising he was no longer falling to his death, opened his eyes as he went to thank his saviour. So when he was greeted by the sight of a set of terrifying razor jaws, and an impressive pair of ‘floatation aids’, he found himself torn between fear and embarrassment.
So his exhausted brain decided to split the difference and pass out in her arms.

“...I guess not” she shrugged, beginning her climb back up.

Once he’d been safely brought into the Rustbucket, Gwen watched as Max set about making sure the boy was ok. Moving aside the towel on his neck, Max was able to see two badges that helped shed some light on their mystery boy.

“Gilbert” Max said, reading the name tag on his shirt while Gwen spotted a pine tree patch on his sleeve.

“That's the Camp Opinicon logo” she noted, before flinching at the large purple ‘rash’ on his upper arm “Ugh, that's so gross” she gagged.

“I don’t know, things look pretty good from where I'm standing~” Ripjaws said, making Gwen (reluctantly) turn to find the two ‘heroes’ staring appreciatively at their ‘partner’.

This wouldn't have been too bad (though still annoying), except for the fact that Ben was currently shirtless while drying it out.

“Do you two mind?!” she snapped, her eye twitching as Ripjaws and Cerebra sighed contently.

“Not at all~/Have you been working out, Ben?~”

Gwen ran a hand down her face as Ben flexed his (non existent) muscles, clearly enjoying the ego boost. “Seriously?! They’re not even being subtle, how do you not-”

“Hmm? What’s this?” Ripjaws asked, her hand brushing against Gwen’s birthday binder on the table.

“My plans for my birthday (That you're NOT invited to), nothing you need to worry about” she explained.

Ben rolled his eyes “You’re right, because you’ll be changing the date for MY party”

Cerebra blinked in surprise “Your birthday is coming up?” she asked excitedly, Max and Gwen tensing at her tone.

“I-it’s not for six months, no need to focus on that” Gwen tried to dissuade them, sadly the two ‘heroes’ were already getting lost in fantasy.

“Is jumping out of a cake too cliche? Ripjaws asked, causing Max to choke at that mental image.

Cerebra waved her hand dismissively “It’s a classic, but I think we can do better~”

“Are you seriously talking about this right now?!” Gwen yelped, the ‘heroes’ paused as if considering her words.

“She’s right. We shouldn’t be talking about this” Ripjaws agreed, making Gwen sigh in relief “Not while Ben’s here, we don’t want to ruin the surprise~”

“Wait no!” Gwen panicked, waving her hands frantically as the watch timed out.

“Aw man, I really wanted to know what they were planning” Ben pouted “I don’t” Gwen shuddered.

Max awkwardly cleared his throat, desperate to change the subject “I think I saw a sign for Camp Opinicon a little ways back, we should get Gilbert back soon”

It didn’t take long to arrive at the camp and, after parking up, the trio hurried from the R.V towards the main building through the lashing rain. Stepping inside it was immediately clear that something was terribly wrong, tables and chairs were overturned with food left untouched on the plates.

“This place looks totally abandoned” Ben noted, stepping over a fallen chair “An abandoned summer camp in the middle of the woods during a storm, totally not creepy at all” Gwen snarked.

Holding his hand over a plate of spaghetti, Max could feel the heat still radiating from it.

“Whoever was here left in a hurry, and recently” a feeling of unease growing in his gut, he subtly let his hand drift near his hidden blaster.

“Don’t worry, we’ll find them” Ben smirked, slapping on his Plumber disk before activating the watch “Maybe that isn’t such a good (Flash. Flash)..idea” Gwen groaned.

As Wild-Gal and Ultra-T appeared at his side, a loud ‘crack’ of thunder and flash of lightning plunged the room into darkness. Pulling out a flashlight, Max turned it on before passing it over the room.
Gwen tensed up at the sounds of chewing(?) as Max moved the light in the direction of the noise to find…Ben and Wild-Gal tucking into the leftover spaghetti.

Gwen facepalmed “Really?”

“Give us a break, you can’t go hero on an empty stomach” Ben shot back, slurping up a strand of pasta…that was connected to the one Wild-Gal was eating.

Seeing the way the feral ‘hero’ perked up, she knew exactly what was happening “Nope!” swiftly moving to split the strand if half, Ben let out a confused cry while Wild-Gal gave her a frustrated snarl.

“Uh-uh. We’re not playing ‘doofus and the tramp’ here” Gwen snarked, with extra emphasis on ‘tramp’.

“Now’s not the time to be messing around” Max cut in, though he silently thanked Gwen for her quick reaction, before passing her a spare light “There’s only one spare, so you’ll have to share”

“Do not worry Max Tennyson” Ultra-T replied, shifting her form and merging with Ben’s suit before anyone could protest “I will provide partner-Ben with any ‘assistance’ he requires~”

Ben blinked as the mask’s visor lit up, giving him an almost night vision view of the room “Nice work! I wonder what else you can do with this suit?”

The ‘hero’ giggled electronically “I would be happy to demonstrate my full ‘features’ for you~”

As Gwen looked like she was about to hurl, a clatter of pots rang out from inside the kitchen. The group immediately shifted into defensive stances, Gwen taking cover behind Max as he drew his blaster.
His face shifting into a determined frown, Ben moved to take the lead with Wild-Gal as they pushed the kitchen doors open. Wild-Gal 'sniffed’ the air, her head snapping towards the pantry door. Ben focused through his enhanced visor and spotted two short figures, just barely visible, hiding inside.

“On my signal, Ultra-T will open the door then Wild-Gal moves in. Everyone ready?” Ben whispered, Wild-Gal nodding sharply while Ultra-T gave her own quiet acknowledgement “Alright…GO!”

Ultra-T extended one of her arms from the suit, lashing out across the room and snatching the door open as Wild-Gal punched over a food station and landed in front of the pantry.

“AAAHHHH!” a pair of young voices screamed, Wid-Gal flinching back as the high pitched noise grated on her ears.

Now with a clear view inside, our heroes could see that their mysterious watchers were a pair of young children. Both were wearing the same green shirt as Gilbert, but with the boy wearing blue shorts with the girl wearing red.

“Making little kids cry, great job ‘hero’ “ Gwen joked as she followed Max over.

As the kids cowered, Wild-Gal backed up to show she wasn’t a threat and allowed Ben to step in “Sorry about that, but a superhero can’t be too careful when on the job” he explained, with Gwen rolling her eyes behind him.

“Super…” the boy began “...Hero?” the girl finished. The pair shared a look before fully taking in Ben and Wild-Gal’s appearances.

“That’s so cool!” they both cheered, Gwen looking at them in disbelief while a smug Ben gestured for Ultra-T to detach.

“This is Ultra-T (“Hello small humans”) and Wild-Gal (“Grr..hi..”), you don’t need to be scared anymore. We’ll take care of whatever’s happening here!” he said confidently “But, uh…what ‘did’ happen here?”

The pair shook their heads “W-we don’t know, there was all this noise outside-” the boy said.

“-But we were too scared to go see what it was” the girl finished.

“I’m Andy” the boy waved “And I’m Mandy” the girl added “We’re twins” they said together.

(“Finishing each other's sentences…That won’t get old fast”) Ben thought, as Max gestured towards the main hall “Do you know where the other campers, or the staff went?” he asked gently.

“No” they replied just as another ‘crack’ or thunder rang out, sending the pair fleeing forward to cling to the alien ‘heroes’ for protection.

“You two ok?” Ben asked, noting how his ‘partners’ froze up for a second at the unexpected contact.

“Affirmative” Ultra-T replied, gently patting Andy on the head comfortingly “There is no need for fear now, child-Andy, we will assist partner-Ben in solving this mystery”

While Andy blushed at the contact, offering thanks and a quiet apology for grabbing her, Many couldn’t help but giggle as Wild-Gal’s fur tickled her face “We…strong…help…kids” boosting her spirits.

Ben tilted his head thoughtfully “Huh, you guys are pretty good with kids” he noted, the pair standing taller at the compliment, even Gwen and Max had to admit the scene was rather sweet…right until Ben added “You’d make good moms”

And just like that, Gwen and Max groaned while the ‘heroes’ stared back at him in shock and excitement “(happy growl) Good…with…kids…better with…our own?~” Wild-Gal suggested, with Max deciding to end this train of thought now.

“We should stay focused” he bluntly cut in, moving to try a wall mounted phone nearby “..Dead. The storm must have taken out the phone lines, Gwen do you have a signal?”

The girl checked her cell phone only to shake her head “Nothing”

Max sighed “Of course there’s not” he gestured back towards the front door “Let’s get back to Gilbert, we’ll just have to drive to town”

Back inside the R.V, Max opened his wardrobe before passing out two towels “I’m sorry, but I’ve only got to clean ones right now”

“It’s okay we-” “-Can share!” Andy and Mandy said, happily sharing the towel as they set to work drying off.

Gwen however, stood shivering as Ben snatched the towel out of the air and went to help his ‘partners’ “Are you kidding me? They’ll probably time out soon anyway” Gwen argued.

“Don’t be so selfish” Ben said shot back.

Gwen, letting out an offended scoff, prepared to fire back with her own insult but instead turned her head away in embarrassment “W-what're you doing?!”

Ben looked back at her over his shoulder, missing how the towel caused the ‘hero’s’ chest to bounce “What? Her claws would rip the towel, this is just easier”

While Gwen spluttered, Wild-Gal panted ‘happily’ as Ben finished up “Alright, I think you should be dry enough now”

The ‘hero’ let out a needy whine “Not…really” she shifted in place uncomfortably.

The implication went over Ben and the twins’ heads, but not Max’s, who promptly walked into the table as he staggered at her words “O-oh god” he whimpered.

“Oh, did I miss a spot?” Ben asked naively before Gwen stepped in the way “Yes you did, but she’ll just have to deal with it!” she snapped in embarrassment.

“Indeed” Ultra-T agreed, Gwen narrowed her eyes suspiciously “I also require attenti-assistance, partner-Ben” she corrected, only to slump disappointedly as the watch timed out.

“Thank god for tha-Hey!” Gwen sighed in relief before snapping as Ben dumped the used towel over her “All yours dweeb”

“Ugh, it smells like wet dog” she complained, very reluctantly using it as Max washed himself into the driver’s seat.

He turned the key and…nothing, the engine letting out squeals of protest before going silent. Heading outside alongside Ben, Max popped open the hood to find the engine covered in a strange looking fungus.

“Ok, that couldn’t just happen on its own right?” Ben asked, looking around cautiously “Not that fast” Max agreed, closing the hood.

“We should get everyone inside and hunker down, it’ll take me time to clear it off”

Moving Gilbert inside one of the cabins, Max carefully set him down on a bed before heading back towards the door “Since we’ll be here a while, I’ll try and rustle up something from the kitchen” Ben and Gwen flinched at the thought “Ben, you stay here and keep an eye on everyone” With that, Max slipped back outside.

“Grandpa, rustling up a meal?” Gwen asked hesitantly “Now that’s a scary thought” Ben replied, futilely trying to scratch his foot though his suit’s boot.

Noticing his discomfort, the twins gave him sympathetic looks “Athlete’s foot?” Andy asked with Mandy shrugging her shoulders “Everyone gets it here-” “-even superheroes, I guess”

Gwen sighed as she lent back against Gilbert’s bed “Superheroes who don’t change their socks for a week maybe” she snarked.

“THEY’RE HERE! ALL AROUND US!”

The four of them jumped in shock as Gilbert suddenly shot up, screaming about some unknown threat. Ben even accidentally activated his wrist blade as he fell backwards onto the opposite bed “..I meant to do that”

Ignoring him, Gwen moved to the frightened boy’s side “Who’s here?”

“AAAAHH!”

The kids jumped once more as a scream rang out from outside, followed by the sound of several blaster shots “Grandpa!”

Ben scrambled back to his feet and sprinted for the door, jerking to a halt as Gilbert held onto his arm “Don’t go outside!” he begged “They…They’ll find you!”

“Please, I’m a hero. This is what I do” he replied confidently, pulling his arm free before slipping out.

As the sound of blaster fire grew quieter, Ben brought up the watch “Good thing the rain’s stopped. Now let’s track him down” In a flash Wild-Gal was summoned once more, much to her delight “Ben!....so…soon”

“Wish it was just to hang out, but right now Grandpa needs our help” he explained, climbing onto her back “Can you track his scent?”

Taking a few sniffs, the ‘hero’ let out a confident growl before taking off towards the trees. The pair made their way through the woods, with Ben noting a steadily increasing number of mushrooms as they went deeper.
Eventually the trail led to an abandoned excavator atop a hill, with Wild-Gal stopping in front of a large hole surrounded by giant fungus and purple ‘vines’.

Sniffing at the ground, she let out a sad growl as she picked something up. Ben’s eyes widened under his mask as he recognised the object “Grandpa’s gun...we need to hurry!”

Securing the weapon in one of his pouches, Ben held on as Wild-Gal carefully approached the hole. Peering down, the pair were caught off guard as six of the ‘vines’ suddenly sprang up, latching onto them and pulling them down!
Wild-Gal bit and clawed at the vines holding her, while Ben slashed away with his blade as they dragged him off the ‘hero’.

“Damn it!” Ben grunted, shifting his focus to reach the watch but being forced to choose blindly as a ‘vine’ covered his mask.

He suddenly found himself no longer being pulled down as the ‘vines’ went slack “Get your disgusting tendrils off him, you dirty fungus!” Crystal Knight yelled, slicing through the ‘vines’ holding Wild-Gal, as Ben pulled the limp strands off his mask.

“(Bleh) Thanks for the save, now we need to find-”

“Ben!” the trio turned and, in the luminous glow of the fungus, spotted a bound Max being pulled down a tunnel.

“Grandpa! Hold on, we’re-” Ben grunted as worm-like fungus burst out of the ground between them, forcing him to jump back as Max vanished from sight “NO!”

The creature’s ‘mouth’ opened, letting dozens of tendrils lash out and ensnare the alien ‘heroes’ 'Let them go!” Ben attempted to charge forward, only to be surrounded by multiple fungus ‘men’ that sprang up to block his path.

Cutting one down before blasting two more away with his explosives, Ben still found himself being forced back as more continued to spawn “We don’t have time for you freaks, so just stay down!”

Just above him a bright red flash signalled that Wild-Gal had timed out, leaving Crystal Knight to deal with the creature alone “This is your only warning beast! Let me go or I shall EEP!” she squeaked as a few of the tendrils accidentally brushed against her rear as they attempted to bind her “THAT’S IT!”

Letting spikes grow out all her limbs, the crystalline ‘hero’ easily cut herself free before dropping down on the creature and slicing it in two “Keep your appendages to yourself!”

“Crystal Knight!” Ben called out, using his jet boots to jump over a newly spawned batch of fungus men “We need to hurry, grandpa could be-”

“No” she cut in “We need to fall back” she fired a volley of shards, clearing away a good number of their enemy but they were soon replaced “It pains me to admit this, but I cannot cut my way through them fast enough” she flinched as she managed to avoid another ‘vine’ that tried to grab at her (“Also I don’t want to end up like Armizon” she shuddered)

Ben, despite wanting to argue, gave in and followed her back towards the pit’s entrance “We need to go warn Gwen and the others” he realised picking up the pace “I hope their still safe”

Crystal Knight had timed out by the time he reached the camp, or rather what was left of it. Ben stared at the large white stalks covering the area, several buildings having been torn open as they burst up from the ground.

“Oh man…Gwen! Gwen can you hear me?” he called out frantically, spotting the shattered remains of the cabin they’d be hiding in.

“Ben!” he sagged in relief as he heard her reply, Gwen leading the three campers out from the main building.

“Good to see you’re still in one piece” she said, giving him a hug much to his embarrassment but one he returned.

“Are they together?” Gilbert asked, causing Ben and Gwen to push each other away “What the heck man?”

“No, I think he’s dating the wolf lady” Mandy replied innocently “I thought it was the robot lady” Andy suggested.

“No one is dating him!/What have you been telling them?” Gwen snapped while Ben gave her an (unseen) unnamused glare.

“You know what, it doesn't matter. We’ve got bigger problems” Ben decided.

“You don’t say, I hadn;t noticed the giant spores” Gwen said sarcastically, looking at the giant stalks.

“Not just these there’s-”

“Killer mushroom men!” Gilbert cut in, only to chuckled nervously as Ben turned a masked glare at him for the interruption “Eheh..sorry”

“..KIller mushroom men, and they’ve got grandpa” he explained, Gwen running a hand through her hair as she took in the news “Ok, so what’s the plan?”

“The plan is, I wait for the watch to recharge and then get Heart’s Fire to burn these things down”

“T-that wouldn’t work” Gilbert explained “The only way to kill a fungus, is to destroy the mycelium”

“Mywhat now?” Ben asked while Gwne shook her head “It’s brain” she translated.

“...You two know way too much about mushrooms” he deadpanned “Ok so the new plan is, wait for the watch to recharge, then call XLR8 to search the tunnels, find grandpa and the big brain and THEN call Heart’s Fire to burn IT down. Does that work?”

“I’m going too” Gwen insisted “He’s my grandpa as well” plus she didn’t want to leave him alone with his ‘partners’ for too long.

Ben however, shook his head “You need to stay and keep them safe” he pointed at the campers, reaching into a pouch he pulled out Max’s gun “Take this”

Gwen waved her hands in a panic “I can’t take that!”

“Sure you can” Ben shrugged “You need something to protect yourselves with, and I can’t give it to any of those guys. No offence”

“None taken/I’d probably shoot my own foot by mistake” the twins/Gilbert agreed.

Reluctantly, Gwen accepted the weapon “Don’t worry Gwen, like I said before, you’re pretty awesome” he said comfortingly.

“I thought you said you were joking” she replied “Only mostly” he quipped, managing to get a small smile.

As Ben turned to leave, Gwen called out to him one last time “Be safe, ok?”

“Hey, I’m a hero remember” he held up the watch confidently “I got this”

Retracing his steps back towards the excavator site, Ben paused at the edge of the pit just out of reach of the ‘vines’. Dialing up XLR8, Ben explained his plan to the speedster while she kept a watchful eye on the pit.

“Don’t worry coach, you can count on me!” Keeling down so he could climb on her back, she let out a contented sigh as she felt his arms wrap around her “Now hold on tight~”

Blitzing through the tunnels, the pair easily outmanoeuvred the ‘vines’ and any fungus men that tried to sprout in their path. Stopping only to kick an unlucky creature out of the way, or cut open a chamber sealed off by ‘vines’, XLR8 took the opportunity to enjoy some alone time with her ‘partner’.

“You know coach (slash) if it wasn’t for all these, (“Oh, hold on” ‘kick’) mushroom freaks, this would be a nice place. The lighting really feels (kick) pretty cozy, or maybe that’s just the company~”

Ben smiled at the ‘compliment’ “It does look kinda cool, and (“Hang back a sec” ‘boom’) it’s always great to hang out with you”

The ‘hero’ blushed under her mask “Maybe after we’re done, we can take some (slash) time to really ‘enjoy’ thi-”

“B-Ben?” a weak groan interrupted her, the pair looking away from each other to see Max tied against a wall by some ‘vines’.

“Grandpa!/Typical timing” Ben cheered/XLR8 grumbled.

Moving to cut him free, they had almost succeeded when the watch began to chime “Uh..coach, I-” in a flash she was gone, leaving Ben to drop to the floor.

“Oof!” Landing on his back, Ben groaned as he pushed himself up “That could have gone better”

The ground shook violently as dozens of ‘vines’ tore their way up from the dirt, quickly ensnaring the young hero “Oh come on!”

Desperately activating the watch, he was unable to press the dial down before his arms were pinned to his sides. Dragged towards the wall, his mask ended up pulled back as the began to fully encase him. It looked like this could be the end…until by sheer luck, the ‘vines’ around his arms shifted and forced the dial down.
An intense purple flash, much brighter than normal filled the chamber as Ben’s vision was covered by the ‘vines’. Struggling against his bindings, he soon felt them go slack as something tore them to shreds (“Huh, deja vu”) him to fall forward into something…soft?

“Tch, such a sloppy technique” a female voice chided, flicking away some lingering threads “You’ll find my skills far more ‘invigorating’, master~”

Ben felt himself be pulled back, yet still partially restrained, allowing him to see the new arrival. Holding him firmly, but gently, was a mostly humanoid plant woman.
Her lower half had four vines serving as legs, leading up to a shapely pair of hips. Her torso was mostly bare (revealing soft green ‘skin’) except for her bountiful chest, which was (barely) covered with a short leaf ‘corset’. She had a single large eye, with grass like ‘hair’ framing her face.
Though debatably, the most striking part of her appearance was the giant set of ‘jaws’ that grew to surround her head.

“A…venus fly trap?” Max muttered in surprise, before the reality of the situation set in “A new…uh, ‘hero’?” (“Oh, Gwen is not going to like this”)

“Fly trap? Nah, that’s more like a…mantrap” Ben joked, before he hummed thoughtfully “Hey, that could be your codename!”

‘Mantrap’ gave a throaty chuckle that sent ‘shivers’ down Max’s whole body “Well…” she savoured his look of wonder “You do look good enough to ‘eat’~” she purred.

While Max blushed at her tone, Ben gave her ‘jaws’ a considering look “Huh, I think you could actually fit me in there”

“(giggle) We could always find out~” she offered, her eye glinting eagerly.

Max, shaking of his embarrassment (and other ‘feelings’) couldn’t help but wonder if he could fit inside (“Maybe if he was crouched. But that would mean her head…would..be…”) And he was back to blushing “Definitely not!” he yelled panickedly.

“Who are you again?” Mantrap asked, feeling irritated at their ‘flirting’ being interrupted.

“Oh that’s my grandpa” Ben explained “Who we should really cut down before something else-” the trio was suddenly grabbed by dozens of newly spawned ‘vines’ “-happens (gulp)”

With a sharp pull, they were pulled down into the earth, the journey was mercifully brief…but the destination was not. As they were suspended from the ceiling (“You call this a ‘box tie’?” Mantrap scoffed), they found themselves looking down at a colossal purple ‘node’ with a gaping ‘maw’ filled with razor fangs, being held aloft by multiple roots.

“What. Is. That?” Max asked in horror, as they gazed at the abomination before them.

“I think…this must be the brain for all those mushroom freaks!” Ben guessed.

“I prefer the term Mycelium” a smooth voice replied.

“Yeah I bet you would creep” Mantrap sneered, much to the two human’s confusion “Uh, who are you talking to?” Ben asked “Mr 'winning smile’ down there” she explained.

“I will soon consume every living creature on this planet” it threatened “Even with that…’red demon’s’ efforts to halt my legions, your struggles are futile”

“Red demon?” the ‘hero’ asked, causing Ben and Max to share a look “You don’t think they’re talking about..?”

Meanwhile, back on the surface, the trio of campers were cowering behind an overturned table in fear.
But not of the fungus men.

“Is that all you’ve got?!” Gwen screamed, blasting back two more creatures before kicking one so hard its ‘face’ crumpled inwards “Come get some!”

Despite their overwhelming numbers, the fungus men hesitated to simply charge in. Something primal within them sensing a terrifying source of power bubbling just below the surface of the girl.

“She has…a lot of pent up aggression” Gilbert whispered to the twins, the three wisely staying out of her way.

“I don't know what you’re talking about, but you won’t be eating anyone here!” Mantrap said defiantly “Besides, I’ve already called dibs~”

“..What?” the Mycelium asked flatly, thrown off by why it could sense her arousal towards the young mammal.

Shredding the ‘vines; holding here by growing out a series of sharp thorns, Mantrap quickly freed Max and Ben before carrying them over to one of the roots “Stay here master, I’ll make sure he receives a fitting punishment”

Swinging away the ‘hero’ plucked several seeds from her back, tossing them at the giant mass and peppering it with explosions.

“Aw man, of all the times to forget my hoverboard” Ben complained, settling for dropping a few explosives of his own on the root below theirs.

Despite the damage being dealt out, it was clear that it wasn’t going to be enough. For every hole punched through its body, or root severed, the Mycelium simply regrew new parts to replace those lost.

“How foolish. Even if you could destroy me, you’d never be able to stop the millions of spores I’m about to release into the atmosphere” it taunted.

“Your spores are next on my list, right after I’ve taught you a lesson on trying to eat my master!” she shot back.

“She’s giving it all she’s got, but she just doesn’t have enough firepower” Max cursed.

A chime front he watch signalling a recharge brought a smirk to Ben’s face “Maybe not, but I know someone who does”

Landing on another root to catch her breath, Mantrap was momentarily blinded by a bright flash across the chamber.

“NO! Keep it away!” the Mycelium begged fearfully, the floral alien turning to investigate the source of the creature’s terror…and immediately understood.

“Man, that is just nasty!” Heart’s Fire gagged, before noticing the other ‘hero’ in the room “Oh hey there” she greeted cheerfully, casually incinerating a few ‘vines’ that tried to ensnare her “You doing okay there newbie?”

Mantrap gulped as she swung over “I suppose so, but you’ll forgive me if I keep my distance. I don’t think we’ll be much of a double act”

Glancing between her flaming figure and Mantrap’s, Heart’s Fire nodded “Fair enough. You’d better get Ben and Mr Max clear” her flames flared up dramatically “Things are going to get a little ‘heated’ in here”

Not needing to be told twice, Mantrap secured the two humans (Ben a little more ‘snuggly’ than Max) before swinging back up towards the hole they were dragged down through.

Once they were out of the way, Heart’s Fire let her flames build to critical levels “Shame Ben couldn’t stick around to see this” she sighed “He’d probably think it’d look so cool”

-One blazing inferno later-

Ben and Max made their way back to the surface, passing by the shriveled remains of countless fungus men that couldn’t survive without the Mycelium. Reaching the camp, the two were greeted by a trio of very relieved (and slightly traumatised) campers.

“What’s up with you guys? Did those freaks give you a hard time?” Ben asked, getting three headshakes in return.

“A-actually, they never got close to us” Gilbert admitted.

“Really? How did-”

“Grandpa!” Gwen called out, drawing their attention to her…and the pile of fungus men piled around her.

While Max was stunned at the display, Ben let out an impressed whistle “Man Gwen, you really let these guys have it”

“Thanks. You know it was actually pretty…cathartic” she admitted, Max joining the campers in giving her a wary look (“She’s got her grandmother’s temper alright”) he thought.

“But we’re not done yet, we need to take care of all these spores before they can spread” Ben explained, repeating what Mantrap had told him while doing his best to scratch his foot against the inside of his boot.

Seeing this, Gwen thought back to what the twins mentioned in the cabin “Didn’t you two say that everyone gets athlete’s foot here?” she asked, the twins nodding quickly in confirmation to avoid angering her.

-Later that morning-

After using Scream Queen and Stingwing to spread the vast amounts of antifungal powder over the spores, the group took a moment to relax beside the R.V.
While Max cleaned out the engine, Ben was busy congratulating his ‘partners’ on a job well done.

“So we’ve saved the world again, we’re getting pretty good at this” Ben boasted, although he noticed Stingwing was a little on edge “Are you ok?”

“She’s fine” Scream Queen replied dismissively “She just got spooked by the new girl. A little embarrassing for her I suppose” she added teasingly, the insectoid ‘hero’ buzzing her wings angrily in reply.

“New…girl?” Gwen asked hesitantly.

“Oh yeah, you haven’t met Mantrap yet” Ben said obliviously “She’s pretty cool and-Gwen?Is something wrong?”

The young hero watched as his cousin slumped to the floor in despair “Twelve. We’re up to twelve” she muttered.

“Yeah it’s awesome, right?” Ben asked excitedly.

(“I should have just let the fungus eat me”) she thought miserably.

-Non Canon Omake-

Sitting in a small pizza joint, Gwen and Max awkwardly picked at their food.

They’d gone out to celebrate their victory over the Mycelium, and it had initially looked like it was going to be a good time. Then Ben called out his new ‘hero’.

And in this timeline it wasn’t Mantrap.

“This place hardly seems worthy of you, their lack of proper respect is a grave insult” an imperious voice said disdainfully, the wait staff cringing under her cold gaze.

“I mean, it does suck that the ice cream machine is off, but it’s not that bad” Ben argued looking up at his newest ‘partner’ from his place on her lap. She’d been rather insistent that it was the only ‘seat’ worthy of him, not that he could see much of her past her truly staggering chest “You probably didn’t need to force them to go out and buy some ice cream for us”

“You are very forgiving Ben, in anyone else I’d call that weakness” Highbreed snorted fondly “And I didn’t force anyone, I simply helped them come up with a suitable apology for their laxness”

Feeling the need to say..anything…Max cleared his throat “So, Highbre-(she shot him a warning look) I mean, Lady Highbreed. Ben says you chose your own name”

“Indeed” she responded proudly “It was the only name suitable for one such as myself”

“And how’s that?” Gwen asked disinterestedly.

“My species stands at the apex of sentient life, for our physical and mental strength. The ‘highest’ level”

“Surpassed only by your inspiring humility no doubt” Gwen snarked.

“Of course” she replied without a hint of irony “But I say our true talent..” she shifted to allow herself a better look at her ‘partner’ “..is that we are simply superior ‘breeders’~”

As Max choked on a slice of pizza, Gwen slid out of the booth “Ok, I’m done here. Grandpa, I’ll see you at Christmas” she said, walking out while calling for a cab to the nearest train station.

“What’s her problem?” Ben asked obviously, with Highbreed waving off his concerns.

“Nothing to concern yourself with. Now.” she began as a panting server ran from the kitchen to their table with a fresh bowl of ice cream “I believe it is time for your treat, and hopefully for mine after~”

Chapter Text

-Texan Oil Field-

The foreman frowned at the drill, a pair of workers nervously steadying the machine as it started to shake “Something’s wrong!”

As if in response, the ground beneath them cracked, the drill listing dangerously to the side as its foundations started to sink “RUN!”

The three men sprinted for safety, barely clearing the areas the drill collapsed into the rapidly growing sinkhole. As they regrouped at the pit’s edge, a massive pillar of fire shot up into the sky.
As the men flinched back they were stunned to see the flames morph into a face, the inhuman visage seemed to roar at them as a literal tongue of fire lashed out. Just as suddenly as they appeared, the flames vanished, collapsing in on themselves and leaving behind an ornate and ancient looking mask.

Seeing the mask drop to the floor before them, the foreman turned to the two workers
“...Dibs not it for explaining this to the Rig manager”

“Not it!”

“Not…Damnit!”

-Later that day-

Max smiled happily as he watched Ben and Gwen tuck into his latest meal “Well? Bet you’ve never tasted something like that before, have you?”

Ben shook his head while Gwen stared at her bowl curiously “What’s that crunchy stuff?”

“Dung beetles” Max answered cheerfully, taking another bite as Ben and Gwen suddenly spat out their own “Too spicy?” Max asked somewhat obviously “Don’t worry, you’ll get used to it”

“I hope not” Ben gagged, wiping his tongue down.

Aa Max chuckled at his grandkids' dramatics an alarm suddenly rang out, the cupboards overhead flipped open to deploy a hanging monitor which smacked Gwen on the head. As Ben snickered at her bad luck, starting a fight between them, Max got a good look at the screen.

“No…” he whimpered, immediately breaking up the fight between his grandkids.

Ben and Gwen shared a concerned look “Grandpa, what’s wrong?” she asked, getting no reply as he rushed for the driver’s seat.

Frowning, Ben leant forward and flipped the monitor around, giving them a look at the screen “Wow, that is one ugly mask” Ben grimaced.

Gwen squinted at the image, a look of recognition slowly forming “Is that…the mask of Ah Puch?”

Max tensed up, swallowing nervously “You’ve..uh…heard of it?” he asked, pulling away in a hurry.

Gwen nodded, while regarding him suspiciously “I did a report on the Mayan gods for extra credit-”

Ben snorted “Nerd (smack) OW!” he held his arm as Gwen glared at him.

“As I was saying, I did a report on them and came across a legend about the mask. It’s said that the mask of Ah Puch was the key to finding a great and terrible prize”

“What kind of prize?” Ben asked, neither he nor Gwen noticing Max sweating nervously as he waited for her reply.

“Supposedly, it was a weapon of incredible power” she admitted, causing Max to sigh in relief “It’s probably just an old legend anyway, I don’t know why you’re so worked up grandpa”

“That’s because…uh, the legend is true!” Max blurted out, grasping at the first excuse to justify his behaviour.

“Really?/No way” Ben asked excitedly/Gwen gaped in disbelief.

“It’s true” he purposely avoided looking back as he activated the R.V’s GPS tracker “The Plumbers spent decades looking into the legend, and I-’An agent’ eventually found the..uh, weapon. Hidden inside an ancient temple” (“I mean, that’s all ‘kinda’ true” he thought sheepishly)

“What is it? What is it?” Ben asked excitedly, while Gwen appeared more sceptical.

“It’s the..the sword of Ek Chuaj” Max rambled, drawing on what little he could remember of Mayan mythology and the temple’s layout “It’s said it had enough power to destroy a city with a single swing, and it’s guarded by Ah Puch he-(ahem)HIMself”

Gwen shook her head “There’s-There’s no way that can be true”

Ben tilted his head questioningly “What do you mean? We know magic’s real, YOU had a lucky rock we got from beating up a wizard, remember?”

Gwen shrugged “Magic might be real, but I think a city destroying sword that’s guarded by the god of death, is a ‘little’ unbelievable. Even by our standards”

“The danger sh-(ahem) that IT poses is very real Gwendolyn” feeling bad for using her full name, but it got her to back down.

Ben however had a rare moment of awareness “Wait. If the Plumbers found it already, why do we need the mask to guide us there? And shouldn’t we already have the mask?”

“The guardian proved too…’fierce’ to overcome, and the ‘agent’ decided it was better to prevent anyone else from seeking the ‘weapon’ ” Max replied hesitantly, thankful they couldn’t see his blush “They attempted to destroy the mask after sealing the temple back up, but it vanished in a burst of flames before I-’they’ could” he mentally cursed his slip ups, though thankfully the kids hadn’t seemed to notice yet.

“Ok, but they still should have, like, written down where the temple was? Why can’t we go directly there and just have Armizon bust the doors down?” Ben pressed, Max wondered why he picked now to be so observant.

“The records of the location were removed from the ‘agent’s’ memory”

Ben perked up “You mean like a curse?” his eyes shining as his imagination ran wild.

“...Exactly like a curse” Max agreed (“More like I got blackout drunk after deleting all records, but same difference”)

“So, what is the plan then?” Gwen finally asked, seeing how serious Max really was.

“We get the mask, and then take it to Mount Rushmore to be locked away for my-(ahem) the world’s safety” Max said.

“Why don’t we use it to go get the sword ourselves?” Ben asked disappointedly.

“No!” Max answered quickly, and somewhat harshly, causing Ben to flinch away in surprise “Without the mask, no one can find the temple. Sometimes it’s better to leave things buried…(before they bury you)” he added under his breath as they drove on.

Arriving at a small compound beside the oil field, Max parked up a safe distance away as he scoped out the site.

“They’re probably keeping it in a basement level” Max muttered, thinking aloud as he scoped out the target.

Ben smirked as he activated his Plumber disk “Ok, so now we break in and snag the mask, right?” he brought up the Chaquetrix and began to scroll through “Should I get Pinball to bust on through?”

“How about we listen to what grandpa has planned?” Gwen hurriedly cut in, forcing his arm back down “I’m sure he has a better idea than that” she turned back to Max, waiting for him to back her up.

“Gwen’s right” he replied, causing her to sigh in relief “We want this to be quick with no fuss, you should call Scream Queen instead” Gwen’s head snapped up.
“You WANT me/him to use the watch?!” Ben/Gwen asked, one with pleasant surprise and the other utterly betrayed.

One flash later and Scream Queen was floating beside her ‘partner’ as Max explained his plan.

“Time’s of the essence so we need to move fast” he pointed at the ‘hero’ “I need you to slip us inside so we can secure the mask, then we’ll make our escape through that side door (he gestured out the window) and back into the R.V”

“Why are we going at all? Scream Queen can handle anything in there” Ben asked, causing her to ‘eye smile’ at his faith in her.

“If she times out mid escape we’ll be stuck needing to break in all over again, we need to go with her” Max replied, Gwen noticing that he was steadily growing more impatient the longer they talked.

Ben held up the watch again “Then why don’t I-”

“Just listen to me for once Ben” Max snapped, Scream Queen’s fists clenched as she watched Ben step back “We need to keep this quick and quiet”

Scream Queen’s eye suddenly gained a mischievous glint “I think he’s right Ben, we should keep things simple. No more people involved than necessary” Gwen narrowed her eyes at how oddly agreeable she was being.

Max nodded distractedly, keeping an eye on the building for an opening “That’s right”

“Then it’s decided” she suddenly wrapped herself around Ben “Ben will come with me, while you two stay here and secure our getaway”

“Whatever, I…..Wait” Max’s head snapped in their direction just in time to see Gwen barely manage to grab hold of Ben's arm before the three vanished from sight.

Max rushed for the door, throwing it open but finding no trace of Ben or his ‘partner’ “Of all the times for them to act up…” he trailed off frustratedly “I can’t afford for them to mess up. Not at the risk of someone letting ‘her’ out”

Fractured memories rush through his mind. A towering grey skinned figure, with a tongue that-

“Nope! Not finishing that thought” he flushed, marching stiffly towards the side entrance.

But unbeknownst to him, he was being watched from a familiar car, by a certain man in a golden mask.

Inside the compound, Ben couldn’t help the goofy grin on his face as they easily slipped by a pair of guards. One letting out a surprised yelp as the spectral ‘hero’ let out a quiet ‘boo’ in his ear, blushing heavily as his fellow guard laughed at his girlish scream. It also luckily covered up Ben’s own snickers at the prank, with Scream Queen revelling in making him laugh.
He’d almost forgotten how much fun sneaking around with Scream Queen was, he really needed to start calling his partners out more often just to hang out.
Scream Queen thought so too.
Gwen not so much.

“Glad to know you’re willing to risk us being caught for a dumb joke” Gwen snarked, the spectral ‘hero’ scoffed.

“No one asked you to come” she replied “A perfect chance for me and Ben to have some quality time, and now we can’t truly ‘enjoy’ it”

“I know, it sucks” Ben agreed obviously, frustrating Gwen as Scream Queen let out a mocking ‘ha’ “We should do something together later, I’m kinda curious about what you do for fun” Ben admitted, catching her off guard.

“I’m sure I can think of something we’ll both ‘enjoy’~” she giggled while Gwen fought the urge to gag.

“The time limit on this thing is pretty annoying though” he sighed “If we had more time we could do a movie night, maybe horror flicks?” he suggested.

“Not..exactly what I was thinking” she admitted hesitantly. Gwen however sighed in relief (“Thank god he’s so dense”)

(“But then again…”) Scream Queen thought (“Cozying up with a scary movie, and being there to hold him tight against any frights…that could build the mood quite nicely~”)

Hearing the mischievous giggles coming from the ‘hero’, Gwen shuddered “I don’t even want to know”

Making their way through another corridor, the trio eventually found themselves in a room with a large safe at the other end.

“That’s gotta be it” Ben whispered excitedly “Nice lock. Too bad we’ve got the ultimate key” Ben joked, as his ‘partner’ phased her hand into the lock and gave it a sharp twist, causing it to click open.

“....That is one ugly mask” the ‘hero’ noted

“That’s what I said” Ben commented, securing the mask to his belt “Now let's get back to the Rustbucket. Scream Queen, you ready to go?”

“Of course” Scream Queen said, pulling Ben close as she lifted him from the floor “Hold tight~”

As Gwen rolled her eyes, she was grabbed by her arm and unceremoniously pulled along behind the ‘hero’. Quickly cutting through the corridors the trio arrived at the side door just as the watch began to time out.

“I knew you could handle this, no sweat” Ben said, pulling his hood down and offering a genuine smile to his ‘partner’.

“Farewell Ben. I hope we can have that movie night soon” she replied happily, making sure to give a disapproving Gwen a mocking look as she vanished.

“You’re not seriously going to call her for a movie night, are you?” she asked.

“Why not? I think it’ll be fun” Ben answered, while Gwen shook her head “Again, you and your ‘partners’ have very different ideas of fun”

Ben let out a tired sigh, pulling his mask back up “You’re never going to let that dumb ‘flirting’ idea go are you? Well whatever, let’s get this to grandpa-” unlocking the door, the duo were greeted by a very unamused Max.

“Oh. Hey grandpa, we were just talking about you” Ben said awkwardly “We, uh, got the mask” he held up the relic, jumping as Max practically snatched it from his hands.

“Finally” Max breathed out in relief “Now, let’s get this somewhere safe before anything happens-”

At that exact moment, the mask was ripped out of his hands by a metal claw attached to a metal cord. The trio turned in surprise as they watched the mask land in the hands of a familiar figure.

“And they say you can never get ‘Plumber’ when you need one” Enoch chuckled mockingly, holding the mask aloft triumphantly “The Forever Knights thank you for your services”

“Where did they come from?/Ah man, Forever Knights is such a cool name” Gwen asked/Ben complained, though Max paid little attention to their different priorities.

“Wait, you don’t know the danger you’re in!” Max tried to reason with him, though Enoch simply slipped back into his car as his two guards stepped forward with weapons drawn.

“Deal with them, and find out all you can about their alien accomplaces” he ordered, his men advancing on the family as the car pulled away.

“We don;t have time for this” Max said, panic filling him at the thought of the Knights blundering into the temple “We can’t let him get away!”

“Don’t worry grandpa” Ben said confidently, bringing up the watch “These guys want my partners? They can have them!”

Inside the Chaquetrix, the ‘heroes’ blinked as Stingwing vanished in a flash of purple.

“(Sigh) I wish I got picked” Heart’s Fire sulked, earning an annoyed snort from Ripjaws “You get picked plenty, don’t be greedy”

Ignoring the two falling into that old argument, Cerbra turned to Scream Queen “Anyway, what were you saying about Ben?”

“He asked what we do for fun” she replied, tilting her head in thought “I’m not sure why though, his comfort is our main concern. If he’s happy, we’re happy”

“I might be new, but I can tell Ben really cares for us” Pinball chimed in, looking pleasantly flustered “It’s really sweet of him to think about our feelings like that, and not just treat us like playthings”

“Not to interrupt, but…are you sure we shouldn't be more worried about the mast-Ben right now?” Mantrap asked, still getting used to addressing him by name.

“(Growl)…Stingwing strong” Wild-Gal said, happily lounging across the backseat.

“She may be a little ‘flighty’ (Ben would have found that funny), but she's as dedicated to keeping Ben safe as any of us. Whatever situation she's in, I'm confident she'll handle it” Crystal Knight agreed.

Stingwing hoisted one of the Knights up by his trench coat, the flustered man swallowing hard behind his mask.

“Please don't suck out my bodily juices” he whimpered.

The ‘hero’ stuck her tongue out in disgust “I'm not a mosquito! Besides, there's only person I'd be interested in ‘sucking dry’~”

“S-seriously? Who?” the Knight asked with a shaky moan before the ‘hero’ slapped him into unconsciousness with her tail “None of your business” two of her eye stalks flicking in Ben’s direction.

“Did she say something about someone sucking?” Ben asked, having been too far back to hear her clearly “I wouldn’t think about it too much” a disgusted Gwen replied dismissively.

Shrugging off her attitude Ben flashed a thumbs up “Nice job, Stingwing!” Ben cheered, his ‘partner’ chittering happily as she buzzed over to him.

Before she could open her mouth, Max brushed past them both as he hurried to the Rustbucket “Save the celebrating for later, we need to get that mask back now!”

Stingwing pouted at being cut off, until Ben climbed onto her back “We’ll go on ahead, you ready to fly?”

“Absolutely!~” she sighed pulling Ben’s arms around her for his safety (and her comfort).

“Wouldn’t your hoverboard be faster?” Gwen asked flatly, prompting Stingwing to quickly take to the air “You heard the man, no time to waste!” she replied before flying off (“I’m not missing out on another flight with Ben because of that stupid board!”)

“Ugh, that little-Whoa!” Gwen’s complaining was cut short as Max floored the R.V to keep pace with them “At least let me sit down first!”

Further along the road, Enoch pulled the mask away from his face as he reclined back into the car’s luxurious seats “So THAT’S the secret of the mask.” he turned his attention to two other Knights opposite him “Send the coordinates to the rest of our chapter, we’ll meet them at the temple”

A loud ‘thump’ from the roof of the car shook the passengers, Enoch squinting at the shadowy figure visible through the sunroof “It appears we have an uninvited guest, deal with them”

One Knight drew his sword as the screen retracted, stabbing upwards to force the figure back as the Knight began to climb out when (squish~) his masked face collided with Stingwing’s chest.

“Curse this mask for-I mean…Thank the founder for being spared the feeling of her sof-disgusting alien skin” the Knight stammered, sweating from both the ‘hero’s’ glare and the feeling of Enoch’s judgmental gaze.

“You want to say that again, pervert?!/Who are you calling disgusting, creep?!” Stingwing fumed/Ben snapped, the former drawing back to cover her chest while Ben lashed out with his foot.

As the Knight was kicked back into the car, staggering the other occupants, Ben spotted the mask on the seat beside Enoch.

“Stingwing, get the mask!” Ben called out, his ‘partner’ spitting a cord of adhesive slime before flicking her head back to pull the mask up.

Taking hold of the mask, Ben secured it to his belt “Alright now let’s get out of-” the dreaded sound of the watch timing out filled the air “..Uh oh…”

Stingwing froze up “Ben-!”

Enoch, preparing for the sexy bug lady-I mean, filthy alien’s next move, was caught off guard when she promptly vanished in a flash of red. He was further surprised when a short figure in a Plumber suit landed heavily on the roof of his car, his masked face reflecting back at him in the boy’s visor.

“Ehehe…nice car you’ve got here” Ben chuckled weakly, letting out a yelp as three swords stabbed up through the roof around him. Losing his grip, Ben felt his heart stop as he started to fall…and then start again with a jolt as he came to a sudden halt.

“(Oof) What the…no way!” Ben gasped in surprise, as he realised he’d been saved by his grandfather.

Max, expertly riding Ben’s hoverboard, guided it back towards the R.V as it raced towards the fleeing car.

“Thanks for the save grandpa” Ben said, sighing in relief as he made it safely inside.

It was then that he realised something, as he turned to the front to find the driver’s seat empty “Uh, if you're here, who’s driving?”

“Auto-driver” Max replied, stepping inside which allowed Ben to notice a detail he’d missed during his rescue, specifically what Max was now wearing.

“You’ve got a super suit too? Why’d you never use it before? We could have totally kicked bad guy butt together!” Ben asked excitedly, only for Max to brush his question aside.

“Did you get the mask?” Max asked, shaking Ben out of his thoughts “Huh? Oh yeah, it’s right here” he gestured to his belt, a little put out at Max’s lack of reaction at how cool this could be.

“Then let’s go” Max said, deactivating the board.

Before he headed back to the driver’s seat, he spotted one of the Knights attempting to climb onto the roof of the car, preparing to jump onto the R.V. Pausing briefly to draw his pistol and fire a shot at the car’s rear wheel, Max continued his walk as the car lost control and swerved off the road.

“..Ok, I know grandpa’s being a bit weird today. But that was still cool” Ben admitted, with Gwen wincing as the unfortunate Knight was thrown from the vehicle and face first into the desert dirt “That’s one word for it”

Buckling himself into the driver’s seat, Max pressed a button on the dashboard and activating two large hidden thrusters “Take a seat and hold on tight”

“Why, what’s that button do?-WHOA!!” Ben and Gwen let out panicked cries, holding onto the table as the Rustbucket shot forward at incredible speeds.

Watching as the R.V vanished from sight, Enoch punched the door frame in frustration “Call in the bird, and tell the men to bring the heavy ordnance!”

“We’ll hunt them down my lord” one of the Knights promised, as the other limped his way back to the car “They will not evade us for long”

“No” Enoch replied, surprising them “We have the temple’s location, we should focus our efforts on reaching it before they can”

He clenched his armoured fist tightly “The Forever Knights will not be made fools of again, the ultimate weapon will be ours!”

Back with our heroes the mood was equally dour, as despite having successfully retrieved the mask the strain on the Rustbucket from the thrusters proved too great, leaving them stranded somewhere past the Mexican border.

“I knew I should have checked the calibration on those things” Max grumbled, digging out his toolkit as he set to work on repairs.

“Don’t worry grandpa” Ben said confidently “Ultra-T and Cerebra coming right up!”

Two flashed later and a sheepish Ben now stood between Heart’s Fire and Ripjaws “...I don’t suppose either of you know how to fix an engine, do you?”

The two ‘heroes’ shared a look “Uh…not really…but we can give it a go!” Heart’s Fire said, not wanting to let her ‘partner’ down.

“Don’t bother” Max cut in “I need to concentrate, so why don’t you find a way to entertain yourselves”

Gwen froze up “Uh grandpa, I think you might want to rephrase that-”

“Great idea Mr Max!” Heart’s Fire cheered, pulling Ben to her side “We let you get to it while we-Ripjaws, are you ok?” she trailed off, noticing how the aquatic ‘hero’ was swaying on her feet.

“Too…hot…” she panted, prompting Ben to hurry over to steady her “Oh man, I’m sorry Ripjaws. Don’t worry, I’ll fix this”

Gwne snorted “What are you going to do? Stand there and spray her with the hose?

-Moments Later-

“Ah~ I must thank you Gwen, THIS was a wonderful idea~” Ripjaws sighed contently, lounging on a deck chair underneath the sunshade, as Ben periodically gave her a quick splash with the hose.

“Don’t..mention it…ever” Gwen replied flatly, curing her inability to hold back her sarcastic comments. (“At least this is distracting them from trying anything else”)

“You know Ben, you’re looking rather ‘hot’ yourself, why don’t you prop up the hose and come join me? I promise I won't bite~” Ripjaws offered, leaning forward to highlight her dripping chest.

“That doesn't sound like a bad idea” Ben agreed naively, much to Gwen’s horror (“Universe, why do you hate me so much?”) she mentally wept.

(“I really wanna join in…but she was right. She really doesn’t get enough time with him”) Heart’s Fire thought, deciding instead to distract Gwen before she could spoil her moment.

“You need to relax Gwen” Heart’s Fire said, holding up the mask of Ah Puch to her face “If you keep making that face, you’ll end up looking like this thing” Heart’s Fire joked, much to Ben’s amusement.

As Gwen prepared to snark back, the eyes lit up with an unnatural green light “Uh, grandpa…you might want to see this”

“(sigh) What is it now?” he grumbled, coming out from under the R.V just in time for the mask to project a holographic projection of a Mayan temple hidden in the middle of a jungle.

“Oh, that’s how the mask guides you to the temple” Ben realised, watching as the image zoomed out to show the temple's location on a wider map.

(“I can’t believe I forgot about this, I guess I really overdid it with the drink”) Max thought embarrassedly.

Ben however had another flash of unexpected awareness “Wait, if all you need is to look through the mask once to get the map…then doesn’t that mean…”

Gwen’s eyes widened as she picked up on his train of thought “That the Forever Knights could be on their way to the temple right now?”

“We’ve got to get to that temple, now!” Activating Ben’s hoverboard, Max helped Gwen onboard while (very) reluctantly bringing the mask along with them just in case they needed to reseal the temple.

“I don’t think we’ll all fit on that” Ben pointed out, gesturing to his two ‘partners’.

“They’d time out before we arrive anyway” Max replied distractedly “Just leave them and come on”

“But-!” Ben tried to argue, being pulled up onto the board.

“I get that this is important, but you don’t need to be such a jerk about it” Heart’s Fire pouted at Max.

“You finish whatever you were doing later” Max insisted, with the ‘heroes’ sharing a look.

“You promise?” Ripjaws suggested.

“No way-/Sure, whatever” Gwen scoffed, only to be cut off by Max.

“G-grandpa?!” Gwen staggered at the betrayal while the ‘heroes’ celebrated.

“Good luck Ben, hurry back now~/We’ll make sure to plan out something for the three of us~”

As Ben cheerfully waved goodbye, Gwen slumped in defeat “Why do I even bother?”

After a short yet tense flight, our heroes finally arrived at the temple, bringing the hoverboard down a short distance away before advancing on foot. The trio carefully made their way through the jungle, stopping just outside of the clearing around the temple as they took in the scene.
It was not encouraging.

“That…is a lot of Knights” Gwen said, watching as nearly thirty Knights stood ready outside the temple’s main doors “There’s no way we can take them all”

“Not yet, but here’s my plan” Ben started “We wait for the watch to recharge, then I call out Armizon and Pinball and we smash these Forever Dorks”

“As long as they’re still outside the temple, I guess we’ve got the time to wait” Max agreed reluctantly, before narrowing his eyes as a pair of Knights sprinted away from the doors after setting up a series of explosives “...Which I don’t think we do”

With a deafening ‘boom’ the explosives rocked the clearing, the Knight’s letting out a cheer as the smoke cleared, revealing a large hole in the mighty stone doors.

“New plan, we use the secret entrance to get ahead of them and set up an ambush. Hopefully the watch will have recharged by then” Max said, leading the way.

“How do you know there’s a secret entrance?” Gwen asked, causing Max to jolt and her earlier suspicions to resurface.

“Because all ancient temples have secret entrances, everyone knows that” Ben replied confidently.

“That's right” Max cut in, hiding a sigh of relief at Ben's misplaced support “Now let’s see, where’s that switch?” he hummed, running his hand along the temple wall.

After a few seconds of searching fruitlessly, Ben had an idea and held up the mask to his face “Well, it got us ‘this’ far”

Through the mask’s ‘eyes’, one of the bricks appeared to glow “Got it!” Ben smirked, reaching out and pushing in the brick and causing the wall to split open.

“Huh, nice thinking Ben” Gwen said, impressed despite herself.

Ben clipped the mask back onto his belt “Good thing we brought it along, eh grandpa?”

Max however, hurried inside “Come on. They’ve got a head start on us, and we need to reach the central chamber before they alert the guardian”

“You seem a lot more concerned about the guardian than the city destroying sword” Gwen noted suspiciously.

“W-well, the legends and what little the ‘agent’ reported back suggest that Ah Puch is the guardian remember? I’d rather not deal with something the Mayans believed was a god”

(“Not again”) he added under his breath, as more memories rushed to the surface…

A younger Max gasped for breath, kneeling before a colossal figure.

“Please…I need rest” he begged “The spirit is willing…but the flesh is spongey and bruised”

An impatient roar filled the room, as he was pulled off his feet...

“Grandpa?...Grandpa, are you ok?”

Max snapped out of his trance, thankful the passageway was dark enough to hide his blush “(ahem) I’m fine Ben, just keeping an eye out for traps. Ancient temples are always full of them.” he warned, pulling a flashlight from his belt.

“Don’t worry grandpa, we’ll be (click)....carefull…” Ben gulped, looking down to see the stone he’s stepped on sink down into the floor “Oh that can’t be good...”

XLR8 hummed happily as she scrolled through a data pad.

A little while ago, Cerebra and Ultra-T had figured out how to access the human’s “internet” via the Chaquetrix’s systems. It had initially been planned out to better understand how to better understand human ‘relationships’.
One bit of advice they’d seen was sharing hobbies, which combined with Scream Queen’s comments earlier, had inspired the ‘heroes’ to see what activities Earth had to offer…If only to stop Ben from worrying about them.

“Ooh, what about this?” she turned the screen to Armizon “You might enjoy the workout life, plus you could turn it into a gym date”

Armizon looked thoughtful “I guess…our short king did say he liked my muscles” she admitted, blushing at the memory of their first meeting.

“Oh~ Are you imagining working up a sweat with him in the gym or the locker room?” the speedster teased, promoting the amazonian beauty to splutter “(giggle) I wonder if Ben thinks it’s cute how easy you are to fluster?”

“Stooop” Armizon whined, covering her face as her friend continued to playfully tease her.

“Speaking of Ben, how do you think he’s getting on at this temple?” Crystal Knight asked, her attention being drawn to a series of videos on human dances.

“I’m sure partner-Ben is handling the situation optimally” Ultra-T replied confidently.

“(sigh) I wish the watch would recharge soon” Pinball said wistfully “It feels like we’re missing out on all the fun”

“That..(gasp)..was not…(wheeze)..fun!” Ben panted, doubled over alongside Gwen as the wooden walkway collapsed behind them. Dozens of darts, spikes and a runaway boulder having left a trail of destruction in their wake.

“No time to rest you two, the main chamber looks like it’s just up ahead” Max urged, pressing onwards despite their protests.

It didn’t take much long to reach their destination, a large room lined with pillars that lead to a set out ornate doors, the stone face carved into it keeping a silent vigil over a pedestal in front of it.
Moving to hide behind a pillar, Max deactivated his flashlight while keeping his attention on the room’s entrance and OFF of what waited through those doors.

“Alright,we’ll wait here for the watch to recharge” Max whispered “They’ll never see it coming”

“Oh I wouldn’t be so sure of that” came a mocking reply, as Ben and Gwen were suddenly pulled back into the darkness.

Turning in surprise, Max found himself surrounded as over a dozen Knights activated their weapons. LIghting up the chamber as Enoch triumphantly claimed the mask from Ben.

“I’ll admit” Enoch said, strolling forward as the Knights held their blades to his grandkids throats “I initially doubted the existence of the supposed ultimate weapon, but seeing how far you’ve gone to stop us..now I know there must be something truly powerful inside”

“You have no idea” Max tried to warn him “Enoch, please listen to me. Ah Puch-”

“Will be dealt with, as I lead the Forever Knights to our rightful place as masters of this world” Enoch insisted, before gesturing for him men to drag the family away “Sadly, you will not live to see out glorious victory”

Being forced along at spearpoint, The Tennysons found themselves led to a large pit in the next room. The gaping chasm was so deep, that it was impossible to even guess how far it went.

“Legend has it that the eternal put of despair is bottomless” Enoch said conversationally as he held up his hand “Shall we find out?”

Lashing out suddenly, Enoch shoved Ben over the edge, with two Knights forcing Max and Gwen over soon after.

Ben, falling to his death for the second time today, desperately scrambled to activate the watch “Come on, come on!” his heart soared as the Chaquetrix flashed purple “Yes!”

Slamming the dial down, Ben waited for the light to fade as he was met by a very surprised Armizon.

“What the hell?!” the ‘hero’ flailed, luckily having enough reach to dig her right hands into the wall as she secured Ben with her left “You alright, short king?” she asked, relaxing slightly as their descent finally stopped.

“I’ll live” came Ben’s muffled response, once again finding himself pressed against his ‘partner’s’ chest “But he need to save grandpa and Gwen”

Nodding, Armizon used her grip to launch herself up, catching Max and Gwen as they passed in the air, before climbing back up to the top.

Max was tense as Armizon set them down at the pit’s edge, his attention drawn to the open chamber doors.

“We’re too late” Max whispered “She’s loose”

“Who’s loose?” the muscular ‘hero’ asked, just as a loud screech filled the air.

“Grandpa, do you know what’s going on?” Ben asked, dialing up Crystal Knight in preparation for whatever waited for them inside.

Max sighed “I guess there’s no point in hiding it now. It’s-UGH!”

“Grandpa!” Ben and Gwen cried out, as Max was knocked to the floor by a pair of Knights launched from the chamber at high speeds.

Hurrying to his side, Gwen checked his breathing before letting out a sigh of relief “He’s alive, but I think he’s unconscious”

Ben clenched his fist in anger as he turned back to the chamber “I don’t care what’s going on in there. No one hurts our grandpa and gets away with it!”

Gwen, pausing only to take Max’s blaster (“Just in case!” she promised”), the four heroes made their way to the chamber doorway.
Hurrying to the doorway, the quartet watched the carnage inside. Only a handful of Knights remained standing, the rest had fallen before the fury of the figure within.

“What…is that?” Gwen squeaked, torn between fear and embarrassment at the large, scantily clad figure.

“That must be Ah Puch…but…I thought grandpa said Ah Puch was a guy?” Ben replied uncertainly. Afterall, it seemed impossible to mistake the figure before them as male.

Standing taller than Armizon, the grey skinned ‘god’ was bald, yet her features were far less monstrous than the mask had led them to believe. She had well defined muscles partially covered with bandages, a voluptuous chest that always seemed seconds away from spilling out of their bindings, while her thighs, highlighted by an ornate blue loincloth, looked like they could crush steel.

Which she soon demonstrated on a un/lucky Knight, pinning him to the floor (“Worth…it” he wheezed) as she landed while holding up one of his comrades.

“Wait-wait-wait! Not like this!” a Knight begged, as Ah Puch pulled him closer before tearing off his mask and…kissing him?

“W-what is she doing?” Gwen asked, averting her eyes from the intimate display.

“Trying to suck his soul out?” Ben guessed innocently.

“She might as well be” Armizon muttered “..That is a lot of tongue”

“What do we do?” Gwen asked, watching as Ah Puch sighed in disappointment before tossing the quivering Knight aside.

[Another dud, and after ‘he’ left me high and ‘dry’] Ah Puch grumbled in her ancient tongue, rising to her full height while ignoring the groans of the Knight beneath her feet [Not one of these mortals tastes nearly as sweet as ‘him] she thought with a mix of longing and anger.

As Ben tried to come up with a plan, he spotted Enoch attempting to sneak away from the fight towards a small pyramid in the centre of the room, topped with an altar containing offerings including a ceremonial sword.

“That must be the sword!” he said, pointing it out “We’ve gotta stop him”

“But what about Ah Puch? Gwen asked “I do NOT want to get caught by her”

Looking to his partners, Ben pulled down his mask to look them in the eyes.

“I know you’re superheroes, but if this thing really is a god…are you going to be alright?”

“I..” Crystal Knight began hesitantly, before steeling herself “Whatever you need of us, we’ll see it done” Armizon nodding in solidarity.

Ben smiled gratefully at them, but still hesitated to leave them just yet “Is there anything I can do to help?”

“Maybe a kiss for luck?” Armizon suggested half seriously, as she watched Ah Puch pin a Knight to the floor as he tried to crawl away.

Gwen rolled her eyes “Is now really the time for flir-” only to trail off as Ben quickly gave the two ‘heroes’ a chaste kiss on the cheek “B-Ben?!”

“If they have to fight a god, they’ll need all the luck they can get” Ben replied with utter seriousness, pulling his mask back up while his ‘partners’ sat stunned at the unexpected display of ‘affection’ “Come back in one piece, alright?” the two nodding silently while holding the spots where he’d kissed them.

“But-they-you…” Gwen stammered, as Ben pulled her along behind him “Come on dweeb. You’re making it weird” he said, rolling his eyes at her ‘overly dramatic’ (in his opinion) reaction.

As they attempted to sneak into the room they were spotted by Ah Puch, who snarled in rage at the sight of the intruders..or more accurately, Ben’s choice in attire.

[You!] the ‘god’ roared, causing the two young heroes to freeze [You can hide your face all you wish, but I remember your scent] she stomped forwards, backhanding away another Knight [You will pay for breaking my heart!]

“Uh, what did she say?” Ben gulped, preparing his wrist blade despite knowing it would do little good.

“I don’t speak ancient Mayan, but it was probably nothing good” Gwen replied nervously, aiming her borrowed balster with shaking hands.

With a bone chilling roar, Ah Puch launched herself at them only to be tackled out of the air by Armizon “Don’t even think about it!”

“Oh thank god” Ben breathed out in relief, as Crystal Knight charged past them to join the fight “I don’t care if you are a god, no one lays a hand on our ‘partner’!”

While Ben and Gwen shouted their thanks while making a run for the pyramid, Armizon grunted as Ah Puch managed to force her off.

[Who dares strike Ah Puch? I will have your head, you…you…Oh~]

Armizon, unaware of the ‘god’s’ shift in attitude, charged forward in an attempt to land another blow. With surprising speed for something that size, Ah Puch managed to catch the ‘heroes’ arm mid swing before pulling her tight against herself.

Wincing at the grip, Armizon tried to bring her other arms up when.. “MPPH!” (“Not again!”) she thought in embarrassed frustration as she struggled against the unwanted kiss.

Crystal Knight ‘s charge faltered in shock, before resuming with even greater intensity. Slashing at the giant’s arms, she successfully forced her to drop Armizon whose face flushed with embarrassment and anger.

Ah Puch, quickly recovering from the blow, licked her lips hungrily [Magnificent~] she purred, before her attention shifted to the emerald warrior [But how does your friend compare?]

“Defiled in front of him...again!” she moaned, wiping her mouth with the back of her hand.

“You will not do that again, beast!” the crystalline ‘hero’ snarled, stabbing forward only for Ah Puch to catch the strike bare handed “Wha-MMPH!”

[Wonderful~] Ah Puch sighed contently, pulling away while letting her hand fall to the ‘hero’s’ hips [I’ll keep you both!] she declared...right before Armizon punched her clean across the room through several pillars.

“Are you all right?” she asked her fellow ‘hero’, who shuddered while fighting down the urge to gag.

“I’ll live” she muttered flatly, before fixing the recovering ‘god’ with a glare “Which is more than I can say for her”

“Let me give you a hand with that” Armizon growled as they charged, preparing to vent their rage.

While the battle resumed down below, Benand Gwen stood frozen on the steps of the pyramid.

“..I really didn’t need to see that” Gwen muttered in embarrassment. Turning away as she noticed Enoch, and his last remaining Knight, had also paused mid-climb.

“By the founder…” the villainous Knight whispered, utterly distracted by the sight while his subordinate let out a shaky moan.

“Men” she sighed “But I guess that’s helpful for us. Come on Ben, let’s grab the sword while they’re distracted”

Ben however felt a surprising surge of anger “Who does that mummified freak think she is?!” he snapped, loud enough to snap Enoch out of his daze.

“Deal with them, I will retrieve the sword” he ordered, resuming his climb while the Knight levelled his spear and charged the young heroes.

“Ben look out for-” Gwen yelled, only for Ben to throw a trio of explosive pellets at the Knight’s feet. Staggering him, and causing the unlucky minion to trip backwards down the pyramid’s steps.

“Nice throw” she complimented in surprise, as Ben pulled her along “Come on. We’re getting that sword and teaching that creep a lesson!”

As they attempted to catch up to Enoch, stumbling as the fight below shook the very foundations of the temple, Gwen fired a few shots into the steps ahead of him to slow him down. Scowling, Enoch pulled a bolas from his belt before throwing it at the young girl, binding her arms to her sides as forcing Ben to halt his pursuit to keep her from falling.

As Ben cut her bindings, Gwen saw Enoch reach the altar “No!”

Laughing triumphantly, the masked villain held the blade up high “A valiant, if foolish, effort young ones. Now, the world shall kneel before me!”

As Ben and Gwen prepared for the worst, a shadow passed over them before settling on Enoch “What?”

Looking up, the villain had just enough time to realise the object about to crush him was Ah Puch. The young heroes winced as the two collided, sending the sword rolling down the steps and leaving Enoch pinned beneath her back.
Cautiously moving closer to the dazed ‘god’, Ben picked up the sword from when it had come to a stop as his ‘partners’ hurried up the steps to regroup.

“So this sword can destroy a city? It doesn’t seem that (crack) special?”

The four heroes watched blankly as the blade slipped from the handle, shattering into pieces as it hit the stone steps. After a brief awkward silence, Gwne cleared her throat.

“I, uh, guess even magic relics can get a bit fragile after five thousand years” she guessed lamely.

“So this whole adventure was pointless?” Ben muttered disappointedly “What a drag-aaaahh!” he screamed as Ah Puch’s tongue lashed out and ensnared his leg.

“Ben!” the three women cried out in panic, as the ‘god’ raised a hand to strike.

[I’ve got you now!] she snarled [And once I’ve had my revenge, I’ll-]

“Get. Off!” grabbing the offending appendage with his right glove, Ben activated the taser function [Oh shi-]

The shock forced her to let go, her smoking tongue hanging limply from her mouth as Armizon and Crystal Knight loomed over her.

[...Ladies…I’m sure we can work things out..]

Max sat up with a splitting headache, winching as he pushed himself up while trying to recall what he was doing.

“Is this..a temple-Oh no, the kids!” leaping to his feet, he fought off a wave of dizziness (Wait, was the temple shaking too?) as he turned towards the chamber doors “I need to stop them before-”

He’d barely taken a step forward when something large impacted the ground next to him, bounced along the ground, before skidding over the edge and into the eternal pit of despair.

“...What?”

“Grandpa/ Mr Tennyson/Old man you’re ok!” a chorus of voices called, pulling his attention back towards the door as Ben, Gwen and the ‘heroes’ rushed out.

“I..Kids, what-?”

“Hold that thought” Ben cut in, gesturing to the pit “Crystal Knight, seal it up”

Not needing to be told twice, the ‘hero’ slammed both her palms onto the ground, sending a wave of crystal out that quickly formed a ‘lid’ over the pit.

“I still think she got off easy” Armizon huffed, while Max helplessly looked back and forth between them and the now sealed pit.

“What..What just happened?” Max asked, somewhat hysterically as Armizon and Crystal Knight timed out.

“We’ll explain later, right now..” Gwen said, the trio flinching as the shaking Max had felt increased rapidly “..We should probably leave”

After a frantic hoverboard ride, the Tennysons watched from above as the temple collapsed in on itself, leaving nothing but a pile of rubble half sunk in the jungle brush.

“So you..defeated Ah Puch” Max said tentatively, earning a sharp nod from Ben.

“Yeah, Armizon and Crystal Knight kicked her butt good” he scowled “Wish I’d gotten a few hits in after what she did”

“What..did she do?” Max asked hesitantly.

“Extreme french kissing” Gwen answered bluntly, causing Max to choke as that image ran wild in his imagination “Why the heck would a death god try and make out with people anyway?” she asked angrily, unaware of Max’s inner turmoil.

Max remained silent as he gazed down at the ruined temple, finally piecing together all his repressed memories.

From his discovery of the temple, to his successful charming of Ah Puch to escape her wrath and convince her there was more to life than violently attacking intruders to the temple. Of course he realised pretty quickly the legend was bogus, but by then he’d grown ‘fond of the temple’s guardian.
Sadly he’d been a little too successful, creating an insatiable monster that he was forced to seal away after barely escaping with his life. He might have gone overboard with trying to ‘erase’ his memories, but he couldn’t risk being tempted to go back and ‘try again’.
He briefly considered admitting his mistakes to them, before his sense of self preservation won out upon taking in their negative moods.

“I guess we’ll never know now” he finally answered.

Call him a coward if you want, but like he told them earlier ‘Sometimes it’s best to leave things buried, before they bury you’

“Now, how about we head back to the Rustbucket and put all this behind us?” he suggested.

“Now that sounds like a plan” Gwen said, with Ben urging the board towards their (mobile) home.

“Yeah, I need to finish up with Heart’s Fire and Ripjaws too” he said, causing Max to blink in surprise “Wait, what?” he turned to Gwen to find her entirely unsympathetic.

“Don’t look at me. YOU promised they could” she reminded him.

“Oh and I need to set up a movie night for Scream Queen” Ben continued to ramble, unaware of Max’s growing discomfort “You got any good suggestions for horror movies, grandpa?”

Sighing, Max accepted his fate as they continued their flight home “I guess I deserve this”

-Canon Omake-

It had taken a few stops and starts for the watch to recharge, but Ben and Scream Queen did finally finish their ‘movie night’. As the credits rolled, she cackled in delight alongside Ben.

“Hahah. I must admit, humans can come up with some entertaining frights” turning to her ‘partner’ and suddenly realising she’d forgotten the whole point of her plan.

“Yeah. I mean I wasn’t scared (maybe a little) but if you enjoyed it that’s cool” he replied, genuinely happy that she’d enjoyed herself.

Scream Queen fumbled as she tried to apologise for ‘missing’ their opportunity, when Ben’s smile stopped her dead.

“This was great, we should do this again sometime”

Despite herself, Scream Queen found herself smiling back (not that he could really see it). Sure this didn’t go to plan, but she had to admit, she didn’t hate the idea of doing this again.

“I’d like that, Ben.”

-Non Canon Omake-

Gwen and Max watched from the R.V with faint unease as Ben resummoned Armizon and Crystal Knight.

“What’s up short king?” Armizon asked.

“Hey guys, now I know you were upset yesterday after what happened at the temple” he began, the two ‘heroes’ shuddering at the memory.

“It wasn’t…pleasant. But you needn’t worry about us-” Crystal Knight said before Ben shook his head.

“Nope. I might not get it all, but I know it really upsets you guys. Luckily Heart’s Fire taught me how to fix this after the whole mess with Bevin”

Max and Gwen suddenly sat up in panic, memories of just how Heart’s Fire ‘fixed’ Ben’s first kiss playing in their heads “No..he can’t mean-!”

‘MWAH’ ‘MWAH’

“You feel better?” he asked innocently, stepping back from his smitten ‘partners’

“M-maybe~/Perhaps..one more to be sure?~”

As Max sat there numb, he heard the faint hum of the Null Void projector activate.

“Gwen yes?” she asked hopefully.

“(sigh) Gwen yes” he replied reluctantly.

Chapter Text

-New Orleans, Prison-

A purple blast sent a trio of guards flying, the smoke obscuring their colleagues' vision before they too were thrown aside by another attack.
Stepping over the unconscious guards was a young girl of around 12, with long silver hair pulled back in a ponytail and an ornate, long sleeved purple coat.
Ignoring the carnage she'd caused, the girl reached a solitary cell at the end of the hallway. Reaching into her enchanted ‘bag of tricks’, the girl withdrew some powder and chanted a strange incantation that blasted the heavy steel door off its hinges.
As it landed inside the (surprisingly spacious) cell, the girl stepped inside as its occupant hovered cross-legged in the air.

Hex didn't even bother to face her as he set himself back down on the ground.

“Charmcaster, I've been waiting”

Biting back a comment on how difficult planning a prison break was, Charmcaster took a second to observe the newspaper cuttings scattered around the walls. Most of which had to do with some kid called ‘Lucky Girl’.

“Should I be worried that you've decorated your cell by pinning pictures of a young girl everywhere?” She quipped, before swiftly regretting it as Hex turned to her with blazing eyes.

“Watch your tongue, my dear niece. You will show me the proper respect, or you will suffer the consequences” he threatened.

“Of course Uncle, my apologies” she replied quickly, bowing her head deferentially.

Grunting in a half hearted acknowledgement, Hex held out his hand expectantly “My staff”

(“A ‘thank you’ wouldn’t kill you”) she thought bitterly.

Charmcaster reached into the (much larger on the inside) bag and withdrew his now repaired staff “I managed to repair it, but the magic seems to have been drained out” she explained, flinching as Hex telekinetically pulled the staff into his hands, before pointing it in her direction “B-but it wasn't my fault!”

Hex sneered condescendingly “Foolish girl, it's power can only be brought out by a master magician”

As if to prove his point, he fired a blast of magic from his staff while Charmcaster braced herself for the blow. It never came, with the blast splitting in two and striking a pair of guards that had attempted to rush inside.
As they slumped to the floor unconscious, Hex blasted a hole in the outer wall before animating the fallen cell door to serve as a pseudo ‘flying carpet’

“Now we must find the keystone. (“As fun as that sounds, I've got plans...” Charmcaster tried to interject) The alignment is almost upon us. Once I complete the ritual and claim its powers, I will have my revenge on the one responsible for my imprisonment here” Hex promised as they made their escape.

-Somewhere in southern Nevada-

A tour bus hung precariously over the edge of a cliff, the elderly passengers cried out in panic as the driver desperately urged them to try and move to the back to balance the weight.
Just as it began to slip, a green and white figure flew around the vehicle, firing volleys of green slime to halt the vehicle’s fall. They had little time to fully register that as the bus was then dragged back onto the road, the back panelling being torn away like it was made of tissue paper.
Gawking, the passengers got the first look at their rescuers as Stingwing landed beside Armizon, allowing Ben to dismount from her back and approach the vehicle.

“Don’t worry folks” he declared dramatically, his ‘partners’ standing proud behind him “You’re safe no-”

“Oh my! Are you girls sure you should be running around like that?” one of the more judgemental passengers asked, stirring up mutters of agreement from the rest of the tour bus and causing the ‘heroes’ to glance at their clothes self consciously.

Ben stared nonplussed behind his mask “Wait, what?”

Inside the Rustbucket, Gwen rolled her eyes as she watched the rescue through the windows. As Ben apparently held his ‘partner’s’ hands in a display of affection, Gwen pulled the curtains shut, too tired to deal with Ben’s nonsense right now.
Deciding she needed something to distract herself, Gwen began to dig through her belongings. While shifting a leaflet for Bancroft (“I might as well throw that out”) she paused, finding a certain black and purple ‘cat’ mask staring back at her.

Lifting it out, Gwen sighed as she brought it back to the table “Oh ‘Lucky Girl’, I really hoped you'd be the answer to our alien problem” she lamented.

She was considering doing some more research on magic just as Ben returned to the R.V, sighing heavily as he trudged inside.

“Ugh, I thought they’d never stop talking” he groaned, deactivating his Plumber disk as he went and slumped into the seat opposite Gwen “They rambled on for so long the watch timed out, and most of it was just complaining about Armizon and Stingwing’s clothes being too ‘indecent’ ” he grumbled, resting his head on the table “It took me forever to convince them they looked fine”

“Yeah, I bet you thought they looked ‘fine’ ” she snarked, causing him to glower up at her.

“Don’t start, that’s exactly what those old folks thought too” he muttered, pushing himself up “They started going about about how ‘cute’ we were together (Gwen and Max shared a flat look) and tried to convince me to take them along to this dumb magic convention in Vegas as a ‘date’ ” he snorted.

As Max tensed up at the thought of chaperoning another ‘date’, Gwen suddenly perked up while giving the mask in her hands a quick glance “Magic convention?”

-Meanwhile-

Sheltered by a small rock formation, Charmcaster stood boredly off to the side as Hex chanted over their campfire. Throwing a handful of red dust into the flames, he smiled sinisterly as an image of a red stone charm formed in the smoke.

“Keystone of Bezel, reveal your location to me!” at his command the image changed, transforming into an esoteric octagonal map “Excellent. Now I am one step closer to ultimate power, and my revenge against Lucky Girl”

“Ok well, it seems like you’ve got this under control” Charmcaster noted awkwardly, turning on her heel as she started to slip away “So I’m just gonna leave you to it and-AH!” she leapt back as a bolt of magic obliterated the ground in front of her.

Hex glared at her, eyes blazing with arcane power as he aimed his staff towards her “Did I say you could leave, my dear niece?” he asked threateningly.

Charmcaster gulped as she held her hands up in surrender “I mean…it’d be great to spend more time with you uncle. Where are we heading?” she chuckled nervously.

-The next morning, Las Vegas strip-

Gwen stared at the ‘magic’ convention with undisguised disappointment. Taking in the stalls of cheap props, amature ‘magicians’ and tables set up for what appeared to be a children's card game tournament. A tacky banner hung above the central stalls, ‘proudly’ welcoming people to…

“The Magician of the Year Expo?” Gwen said, feeling utterly let down “It’s all cheap junk and gross out tricks!”

Max placed a comforting hand on her shoulder “I’m sorry this wasn’t what you were expecting Gwen, but maybe we can still enjoy the day here?” he suggested just as a flash of purple lit up the room behind him “..Oh please no” he groaned.

The pair turned to find Ben standing with XLR8 in front of a stand of prank supplies “Ben! What are you doing?” he hissed, taking notice of the attention they’d drawn.

“W-where did she come from?/ How do I learn THAT trick?~/ Is she part of the show?/ I’d let her work her ‘magic’ on me~” came the mutterings from the crowd, though most lost the confidence to approach the second XLR8 turned her attention to them.

Ignoring the crowd, the speedster happily flitted around her ‘partner’ “Hey coach, what’s the situation?” she asked, unable to spot any signs of trouble nearby.

“This isn’t hero stuff, I was just wondering if you wanted to hang out” he replied, missing how she (along with Max and Gwen) froze up as he checked through a box of novelty items.

“Uh Ben, didn’t we talk about not misusing the watch?” Max prompted “What if something comes up and we..need it later?” he asked reluctantly.

Ben however shrugged his concerns off “It’ll be fine, I’m only calling XLR8 right now. I’ll still be able to call one hero for help until it fully recharges”

He then smiled back at his ‘partner’ “Just hoping for free time after hero work wasn’t…really working, so I’ve decided that I’ll start calling you out one at a time so we can hang out more often.” noticing her silence he became a little less confident “If that’s ok I mean. If you don’t wanna-”

XLR8 snapped out of her daze, quickly reassuring him she didn’t mind “No no no, it’s fine! I just…are you really asking to spend time together…just you and me? Without any interruptions?” XLR8 asked excitedly, with Ben finding her burst of cheer infectious.

“Sure! Also, that movie night with Scream Queen turned out pretty good. So I thought we could plan something you’d want to do while we hang out today”

Max and Gwen shared a worried look, as it almost sounded like Ben was ‘actually’ asking her out on a date “There’s no way he means it like that, right?” Gwen asked almost desperately.

XLR8, on the other hand, looked like she was on cloud 9 (“We get to spend time together AND plan out a more personal date for later?!”) she giggled happily to herself “While we’re planning our next ‘hook up’, what did you have in mind for today?” she asked.

Ben hummed thoughtfully, before gesturing to the pranking supplies nearby “We could try to liven this place up a little, what do you think?”

XLR8, while initially surprised at his suggestion, soon gave him a mischievous grin “This place does look kinda lame (“Hey!” the stand owner whined). C’mon coach” she said, scooping him up in her arms “Let’s paint the town red”

Max decided that enough was enough “Now listen here you two-”

He never got to finish, as the ‘hero’ gave a cheeky wink before her mask slid into place “Don’t wait up for us~” before speeding off, leaving Max and Gwen surrounded by gossiping convention goers.

Max ran a hand down his face as he sighed heavily, while Gwen looked up at him flatly “We’re going after them, aren’t we?”

“(sigh) Yeah…” Max admitted “Let’s just hope the watch times out soon”

The watch did not in fact time out quickly, with Ben and his ‘partner’ managing to leave quite the trail of mischief in their wake. When the watch did finally time out Ben and XLR8 said their goodbyes, promising to try organise a trip out to a batting cage at some point in the future.
As the ‘hero’ vanished in a flash of red, Max and Gwen finally caught up with the young hero who (after a stern lecture from Max) was forced to stick by their side for the rest of the trip.

Now able to actually explore the convention the trio passed by various stalls, taking in the tacky and occasional bizarre items on display.
Gwen eventually found her attention drawn to a small stand simply called ‘Magic Jewels’

“I don’t suppose you have any ‘real’ magical artifacts?” she asked, though she wasn’t expecting much.

The woman meaning the stand barely looked up from her magazine “What you see is what you get honey” she replied disinterestedly.

Put off by her attitude, Gwen was just about to leave when a certain piece caught her eye. A gold and blue bracer with a red charm embedded in it, the charm bearing some familiar patterns.
Picking it up for a closer look, she slipped it onto her right arm, finding that it fit perfectly.

(“I wonder…”) a smile forming on her face for the first time today, Gwen turned back to the stall owner “I’ll take it”

“Find something you like? Max asked, happy to see Gwen start to enjoy herself.

“Yeah” she held up her arm to show off the charm “It actually reminds me of-”

The sound of a crowd screaming from outside cut her off, with the trio quickly racing for the doors. Forcing their way through the crowd they soon spotted the cause of the disturbance overhead.
A straightjacketed escape artist, hanging from rope attached to the underside of a helicopter, cried out for help as the unsteady vehicle trailed a thick cloud of black smoke.

“I don’t think that’s part of the act” Max said, turning to Ben who was already slipping out of the crowd while activating his Plumber disk.

“Don’t worry, we’ve got this” dialing up Stingwing Ben felt himself wince as Ultra-T appeared instead “Uh, this is still fine. I’ll just go grab my hoverboard and-”

“No need partner-Ben” the ‘hero’ cut in “I believe I can upgrade your suit’s jet boots for full flight capabilities”

“Whoa, really?” Ben asked eagerly “Alright, let’s do it!”

Shifting her form, Ultra-T wrapped Ben in a seemingly (deliberately) tender embrace as she pulled him forward and ‘into’ herself before resizing to fit his frame “Bonding complete. Do you wish for me to direct your flight path?”

Ben briefly considered insisting to try flying himself before deciding against it. He could always have a go after this is done “Sure, I’ll leave it to you”

“Then please relax and do not worry, I’ll be gentle~”

“Don't you mean careful-WHOA!” with a bright flare of purple flames, the suit’s jets roared into life as the two took to the skies.

Gwen pinched between her eyes, a faint blush on her face “I would say that was needlessly suggestive, but what else should I expect from them?”

To make matters worse, the Chaquetrix’s flash had caught some of the crowd’s attention, with a few of the more shameless members openly discussing their thoughts on the scene.

“Did you see the size of those-!/ I think that awakened something in me~/ That was one lucky guy!/ How much do you think she charges?”

“I see ‘sin city’ is living up to its name” Gwen quipped dryly “We should get going gran…(sigh) really?” she asked, looking back and noting how Max was part of said crowd. Seemingly lost in his own world as he stared at the spot Ultra-T had been.

Noticing his granddaughter's flat look, Max sheepishly scratched the back of his head “I uh…W-we should get moving right?”

“I already said tha-” Gwen’s eyes widened in shock as the helicopter’s tail slammed into a building just as Ben caught up, breaking off the rotor and sending it flying towards them “LOOK OUT!”

Moving with surprising speed, Gwen vaulted over the people between her and Max before effortlessly shoving him aside, the rotor blades impacting the ground harmlessly. Pushing himself up, a stunned Max turned gazed up at Gwen as she traced a hand over her bracer.

“Gwen, how did you..?”

A spark of determination appeared in her eyes “I’ll be right back!” she promised, before sprinting towards the Rustbucket.

-Meanwhile-

Ben and Ultra-T continued to close in on the runaway chopper, having to pull back to avoid a nasty shock after the vehicle severed some power lines. Weaving under a flailing wire, Ben managed to grab hold of the door and force it open.

“Alright Ultra-T, time to do your thing!”

Detaching from her ‘partner’, the technopathic ‘hero’ fused to the vehicle as Ben stepped inside. With Ultra-T stabilising the chopper and guiding it away from any buildings, Ben leaned back out the door to call out to the hanging performer.

“Don’t worry, we’ve got everything under control!” he reassured him confidently, before noticing the rope holding the man had been caught by one of the power lines, and was now burning through.

With a heart stopping ‘snap’ the rope gave way, sending the man plummeting towards the street below. Ben called out for Ultra-T to bring the chopper down to try and catch him, only for a familiar girl in a black bodysuit and ‘cat’ mask to vault off of a bus and snatch the man out of midair.
As the girl used a canopy to cushion her landing before flipping down to the street, Ultra-T landed the vehicle nearby as Ben hopped out to greet her.

“Lucky Girl?” he asked in surprise, while Ultra-T's circuits flickered in agitation. Memories of the last time she saw Gwen in that outfit surfacing, much to her embarrassment.

Gwen smirked back as she set the grateful performer down, carefully watching as Ultra-T shifted from the helicopter to stand by Ben’s side. The crowds went wild at the successful rescue, cheering as the trio waved politely back.

“How did you get your powers back?” Ben asked “Not that I’m complaining (“I would” Ultra-T muttered) it's awesome to have some more help, but I thought all the charms were destroyed”

“Apparently not” Gwen turned her bracer around to show off the charm embedded within.

After escaping the crowds, the Tennysons regrouped at the Rustbucket where Gwen showed off the results of her research.

“This is the lost keystone of Bezel” she explained “Legends say that it can increase the powers and skills of the wielder tenfold!”

Max stroked his chin thoughtfully “I’d say those legends are true”

Ben let out a jealous groan “So you have, like, super strength now? You are SO lucky”

“It’s not luck” Gwen smirked, holding up the charm “It’s Magic”

“Speaking of magic, we should get back inside” Ben said, heading for the door “They’re about to start the big magic show, and I wanna see how many of them screw up” he chuckled, as he stepped outside.

Not moving immediately to follow, Max instead paused at Gwen’s side “So, can I assume you’re going to restart your plan to sabota-I mean, help keep Ben safe from the worst of his ‘partner’s’ advances?”

Gwen nodded “Absolutely. I’m not sure how effective it’ll be compared to my lucky powers, but I have to try” she stated firmly “For our sanity…and his safety too I guess”

(“Speaking of sanity”) Gwen thought flatly.

Having returned to the convention, the trio were currently watching the main event, as dozens of amature magicians competed for the title of ‘Magician of the Year’. While Ben and Max seemed to be enjoying themselves, Gwen was bored out of her mind watching the cheap stage ‘magic’.

“A truly spellbinding performance” the announcer cheered as the act left the stage “And remember folks, we’ll be crowning the magician of the year in just a few hours during the solar eclipse. Now give it up for our next act, the Amazing Alan!”

At the signal the ‘Amazing Alan’ appeared on stage in a puff of smoke, wheeling a chest out in front of him. While the crowd cheered at his entrance, Gwen rolled her eyes unimpressed.

“Now for my first trick, I shall need a volunteer” the performer stated grandly.

“Who would volunteer for this nonsense?” Gwen asked, just as Ben stuck his hand up “Right here!”

Spotting Ben’s smirk, Max held him back to whisper a quick warning “I know that look Ben. Don’t even think of using the watch! We don’t need to attract any more attention after your stunt with XLR8”

“Take all the fun out of it why don’t you” Ben sulked, now far less enthusiastic as he made his way to the stage.

“The boy goes into the box. But what comes out, with amaze and surprise you” Alan explained as he helped Ben into the chest.

Just before the lid closed, Ben caught sight of Max miming towards his wrist and shaking his head as a final warning. Mouthing a petulant ‘I know’, Ben rolled his eyes as the lid was sealed shut

“Thanks grandpa” Gwen said gratefully “Maybe we can finally have some peace and quiet”

“Abracadabra-” Alan began to chant just as the skylight overhead was ‘burned’ away as a cloud of red smoke, the cloud slamming into the stage before dispersing to reveal Hex and a young, silver haired girl.

“Give me the keystone of Bezel!” he demanded, raising his staff as the ‘beak’ began to glow with arcane power.

As the crowd around them began to panic, Max and Gwen shared a defeated look “Why do we bother?”

Alan, unable to read the room, angrily marched up to Hex “Hey! Wait your turn buddy, you’re running my act!”

Barely sparing him a contemptuous look, Hex sneered “I have no time for amateurs” as his eyes lit up, Alan was thrown away by an unseen force into the chest continuing Ben, and knocking them both off stage.

-Moments Earlier-

Inside the chest, Ben was jolted against the sides as the stage violently shook “Hey, watch it out there!”

Rubbing his aching head, the voice he heard was not Alan’s “Give me the keystone of Bezel!”

Ben tensed up at the harsh, yet familiar, tone “That voice…Hex!” awkwardly shifting, he realised he couldn’t quite reach his Plumber disk. Abandoning that idea for now, Ben brought up the watch “Ok you Skelator wannabe, let’s see how you handle Scream Queen!”

Before he could press down the dial, the chest was suddenly thrown backwards as something collided with it, throwing off his selection as his hand slammed down. With a bright purple flash, the chest was torn apart as a confused Wild-Gal was summoned.
Sniffing the air to try and understand the situation, the ‘hero’ quickly became aware of someone struggling underneath her.

“Hrn! Ben!” she barked, shuffling happily while inadvertently (for once) trapping him under a different kind of ‘chest’.

“Wllf-Grl…Cnmf…Breff…”

Letting out an apologetic whine, the feral alien moved to let him sit up “(growl) Sorry…Ben…Hrg?!”

“It’s (gasp) fine” Ben said between breaths, while his head slumped forward to rest against her “Sorry…I just…need a second”

“Take…your time~” she rumbled happily, as Max rounded the stage to check on him.

“You alright Be-Oh…” he blushed “I…guess you’re good”

“Getting there” Ben winced, stretching his back as his grandfather helped him up “Where’s Gwen?”

“Changing into her costume” Max replied, drawing his blaster pistol while Hex scattered the crowd with pillars of fire.

(“I wonder if Cerebra and Ultra-T could make one of these disk for her costume?”) Ben thought, before activating his Plumber disk “Grandpa, help Wild-Gal. I’ll catch up” As Wild-Gal pounced onto the stage with Max providing covering fire, Ben dialed up his second ‘partner’.

Cerebra blinked as she took in the scene “Well, it’s nice to be summoned big boy, but I’m going to need supplies if I’m going to help” she admitted, cursing her smaller frame (“No. Don’t think like that, this is your chance to prove you can help just as much as the others”) she thought determinedly.

“What kind of supplies do you need?” Ben asked, as the sound of something heavy hitting the floor caused them both to jump.

On stage, one of Hex’s fire bolts reduced the backstage curtain to ashes, revealing the show’s announcer who knocked over the stage’s lighting controls as he scrambled for cover.

Cerebra smirked as her mind went into overdrive “I think that’ll do quite nicely”

Hex grunted as he raised a barrier to deflect Max’s shots while dodging Wild-Gal’s savage strikes, the sorcerer being constantly forced to shift his attention between the former Plumber and the feral ‘hero’.

“Your struggles are meaningless. Hand over the keystone, and I may be convinced to spare your lives” Hex threatened, while Charmcaster watched unimpressed from a safe distance away.

(“It’s hard to sound intimidating while you’re getting knocked around by an old man and a furry”) she thought embarrassedly (“Guess I’m going to have to step in-”)

Before she could act, Hex was blindsided by a short, red haired figure in a black bodysuit “You forgot to say please”

“Lucky Girl” Hex snarled as his eyes were drawn to the gold bracer on her arm, and the charm it contained “My my, how convenient to have the chance to claim the keystone AND my vengeance on you at the same time”

Attempting to shift his aim, he was forced back on the defence as Max opened fire once more “You won’t lay a hand on her!”
“You speak as if you have a choi-GRAH!” he cried out as he was thrown to the ground by Wild-Gal. Snapping her jaws at the villain, she caught his staff in her fangs as she tried to rip in from his grip.

“Charmcaster! D-Do something!” he ordered, struggling against the alien’s greater strength.

“(sigh) Yes uncle” the young sorceress said, reaching into her bag and retrieving several metal rings before throwing them at Wild-Gal

“Not so fast!” Lucky Girl shouted, flipping into the path of the rings and kicking them back towards her “I don’t know who you are, but if you’re with Hex then you’re going down too”

“So you’re the famous ‘Lucky Girl’?” Charmcaster scoffed, dodging the attack “You won’t take me..out so…easily…” Charmcaster trailed off, finally got her first real look at the young heroine.

Gwen stared down the older girl, her brilliant green eyes shining with determination as her vibrant red hair waved in the shockwaves kicked up by Hex’s struggles as he broke free.

(“Oh no, this is bad”) Charmcaster thought, a small but noticeable blush forming on her face (“She’s totally cute!”)

“Was that your best shot?” Gwen taunted cocklily, shifting into a fighting stance “I was more impressed by the stage show”

Her blush increased as wounded pride mixed with embarrassment “You want to see real magic? Try this!”

Reaching into her bag once more, she withdrew three small stone balls and tossed them at Gwen’s feet.

Gwen quirked a brow “And what was that supposed to-Whoa!” Gwen leapt back as the balls rapidly expanded, unfolding into quadrupedal stone creatures with large fanged mouths “Golems? That’s…That’s actually pretty cool” Gwen admitted once the shock had worn off.

“You…you really think so?” Charmcaster stammered in surprise, unused to receiving praise for her magic.

“Charmcaster!” Hex roared, blasting Wild-Gal back while avoiding Max’s fire “Hurry and claim the keystone!”

“Y-yes uncle” she flinched, which did not go unnoticed by Gwen “Sorry Lucky Girl, but it looks like your luck just ran out”

As the three golems leapt towards her, Gwen moved. Ducking under the first creature, she kicked off the floor and uppercut the second into the third, grabbing it by its hind leg as it was flipped back. Turning on her heel, she brought it down on the first as it landed, breaking them both.
The third, scurrying back to its feet attempted to charge again, was swiftly taken out by a roundhouse from Gwen.

“I’m more than just lucky now” Gwen said, dashing forward and getting into Charmcaster’s face while the sorceress tried to reach for her bag “I’m totally…” sweeping the older girl’s legs out from under her, Gwen grabbed her wrists and pinned them to the floor as she knelt over her “..kick butt!”

“Now would be a good time to surrender” Gwen suggested, unaware of just how flustered their current closeness was making Charmcaster “So what do you say?”

Charmcaster wanted to sound defiant, unfortunately what came out her mouth was..

“You’ve got nice eyes” she squeaked quietly, causing Gwen to pause in confusion “What was that?”

(“Oh god, why did I say that?!”) Sensing its mistress’ conflicted emotions, Charmcaster’s ‘bag of tricks’ opened and spat something out to force Gwen off.

(“Yes! You amazing bag, thank you”) Charmcaster thought in relief, catching the item as it fell back down “(ahem) I said ‘nice try’, but you shouldn't underestimate a true magicia-ah!” (“You are the worst bag ever!”)

As Gwen recovered she realised that she was being threatened with..a bouquet of carnations? “Is this meant to be an apology? Because I’ll tell you now, it needs work” Gwen quipped.

“What I wouldn't give for a distraction right now” Charmcaster whispered embarrassedly.

As if answering her desperate plea, the two girls jumped back as Hex was launched between them by a spectrum of lasers, slamming into one of the large speakers which toppled over and pinned him under its frame. Turning their heads, the pair found Ben holding up a heavily modified strobe light, the lenses smoking as he held it like a rifle.

“Sorry we’re late, but you have to admit ‘this’ is awesome” he cheered, tilting his head to see Cerebra resting on his shoulder “Nice work by the way, you’re really good with this stuff”

“Thanks big boy (“Big boy?” Charmcaster muttered hesitantly) If you think that’s good, you should see what other ‘toys’ I can make~” the ‘hero’ said, offering a playful wink.

“You make toys?” Ben replied obviously “I’d like to see those!”

“So eager” she chuckled “Call me after this is over and I’ll see what I can do~”

As they continued to chat, with Wild-Gal (“Is she chewing part of Hex’s cloak?”) and a very awkward Max moving to back them up, Charmcaster gave Gwen in concern.

“Did she just..?”

“She did” Gwen confirmed flatly.

“But isn’t he..?”

“He is…But they apparently don’t, or can’t, notice that” Gwen replied tiredly.

Charmcaster gave Ben and the ‘heroes’ a helpless look “And does he notice…?”

“I’m 99% sure he doesn’t” Gwen admitted “The last percent is that he does, but he’s just dedicated to messing with me”

“...Sounds like you need a break from them” the older girl offered, trying to be nonchalant.

“Oh I wish, but where would I go?” Gwne asked, Charmcaster nervously fiddling with the bouquet in her hands.

“Well…maybe you could-” before she could finish that thought, the speaker on top of Hex exploded in a shower of sparks and splinters.

“ENOUGH!” the sorcerer roared, his robes smoking (and his cloak having a noticeable bite taken out of it) “I will not be humiliated by your accursed harem, not again!”

Eyes blazing gold, Hex slammed his staff onto the stage, creating a truly staggering shockwave that launched everyone through the backstage. Their flight continued through the building’s rear doors, past a fountain, and scattering them into the hedge maze behind the convention hall.

Gwen let out a pained grunt as she punched through a hedge wall, before skidding to a stop.
Picking herself up, Gwen saw that she wasn’t alone as Ben had also landed beside her.

“Ow…Ok, I’m starting to hate magic” Ben winced, accepting Gwen’s hand as she pulled him back onto his feet “Do you think grandpa and my partners are ok?”

“Grandpa's pretty tough, I’m sure he’s fine” she said reassuringly.

“And my partners?” Ben pressed “What about them?” she quipped back.

As Ben went to reply, they heard the sound of someone approaching from the other side of the hedge wall. Sharing a look, the two young heroes quietly crept over to the hole they made during their landing and waited at the edges.
As the unknown figure drew closer Gwen held up her fingers, counting down from 3…2…1.
The pair leapt around the edges, charging and tackling the figure to the floor before pulling back with their fists raised, ready to strike.

“Wait wait wait!” Charmcaster screamed, holding her hands in front of her face.

“Hey, isn’t this the girl who was giving you flowers?” Ben asked teasingly, causing Charmcaster to blush while Gwen rolled her eyes in annoyance.

“She’s Hex’s niece” Gwen explained, yanking Charmcaster’s bag off her shoulder while Ben dragged her to her feet “I’ll hold onto your little bag of tricks”

“I didn’t mean to hurt anyone!” she insisted “My uncle made me do it, I swear!”

“And we should believe you because?” Ben asked skeptically.

“You’ve seen my uncle, he….does NOT take no for an answer” she replied hesitantly, her skittish behaviour reminding Gwen of her reaction to Hex’s threats “But I can help you stop him”

Ben scoffed “Nice try, but if you think we’ll fall for tha-”

“I believe her/ Say what?” Gwen said, Ben turning to her in disbelief.

“Hex definitely doesn’t treat her well, I mean, he blasted her out the door with the rest of us” she said, giving the older girl a cautious but optimistic look “We should at least hear her out”

Though his face wasn’t visible behind his visor, Gwen could feel his teasing smirk “And this has nothing to do with her giving you flowers?”

“Stop bringing up the dumb flowers!” Charmcaster snapped, cheeks flushed.

“Ignore him” Gwen said, giving Ben a light punch in the arm “What were you saying about stopping Hex?”

“He’s after the keystone of Bezel” she started to explain while Ben waved his hand dismissively “Yeah we knew that part already, he wants the charm to boost his power”

“That’s only part of it” she continued, giving him an annoyed glare “If he brings the keystone to the highest point during the solar eclipse, he can use it to recreate the rest of the Charms of Bezel”

“If he gets the charms and the keystone he’ll be nearly unstoppable” Gwen realise, looking between the bag in her hands and the older girl “Maybe we should let her help”

“Oh please, even when he had the charms and that crusty old spell book and we beat him before. We can handle this ourselves” Ben shrugged, much to Gwen’s irritation.

“First of all, it was the ‘Archamada Book of Spells’ (“You’ve actually seen the book?” Charmcaster asked, impressed and somewhat jealous). And secondly, WE didn’t beat him. Armizon and Heart’s Fire did most of the heavy lifting”

“Yeah but I’m sure Wild-Gal and Cerebra can-” the Chaquetrix chimed before flashing red, leaving him to awkwardly lower his arm “...On second thought, maybe we could give her a chance?”

“Making new friends, Charmcaster?”

The trio looked up in shock as Hex floated overhead, with a struggling Max held aloft beside him “Your harlots can’t save you now (“Hey!”) Now hand over the keystone, or watch him suffer a painful demise!”

Looking between the heroes and her uncle, Charmcaster bit her lip as she considered her options (“Maybe I can…fake them out? Pretend to turn on Hex so I can steal the charm without her getting hurt….I mean without ME getting hurt!”)

Moving quickly she snatched her bag back from Gwen, drawing a handful of small stone balls and throwing them into the air “I won’t let you do this uncle!”

As the balls expanded into a swarm of stone bats, Hex was forced to relinquish his grip on Max to defend himself “Charmcaster, you dare betray me?!”

As Max was caught by his grandkids (“Thank you keystone strength” Gwen thought), Charmcaster waved them over “This way, follow me!”

“You will not escape!” with a furious roar Hex shattered the constructs before firing a bolt of flames at his (seemingly) traitorous niece.

“Watch out!” the next thing she knew she had been thrown to the side, watching in shock as Gwen was stuck in her place.

Pushing herself up, the sorceress sat in disbelief as she watched Max rush to his dazed granddaughter's side “...Why? Why did she..?”

“You’ll pay for that!” activating his wrist blade, Ben launched himself up and brought it down as Hex held up his staff to block.

“Pitiful!” with a pulse of magic Ben was thrown back down to earth, landing hard as Hex shifted his focus to Gwen.

Swatting a furious Max aside, Hex wrenched the keystone from the bracer “No more distractions, the ritual begins now” pausing to block a explosion from Charmcaster, Hex glared at his shaking niece “Once I have the Charms of Bezel in my possession once again, YOU will be the first to to experience their full power!”

Using his magic, Hex dragged a struggling Charmcaster towards himself before both vanished in a burst of red mist.

“Gwen….Gwen wake up, please!”

“Ugh..Keep it down doofus, I-HEX!” sitting up sharply, the young heroine winced as her bruised stomach protested at the sudden movement “Ow…W-where’s Hex?”

“Gone” Max said, helping her gently to her feet “He took the girl with him too”

“We need to stop him (ow), and save Charmcaster”

“Agreed, but how are we going to find them?” Max asked, with Gwen thinking back to Charmcaster’s warning.

“She said Hex would need to be at the highest point during the eclipse. So what’s the highest point around here?”

“I think I can guess” Ben cut in, drawing their attention as he pointed towards ‘The Stratosphere’, a tall tower with a large circular observation platform at the top. A bright light emanating from the roof.

To make matters worse the eclipse had begun, the moon just reaching the ‘edge’ of the sun.

“We need to get up there” Max stated, with Gwen looking down in frustration.

“But what can I do? Without the charm I’m useless” she turned reluctantly to Ben “We’ll need to rely on your (urgh) ‘partners’ for this”

“Hey” Ben placed a comforting hand on her shoulder “You might not have magic anymore, but you’ve still got your big ol’ nerd brain to help think of a plan”

“You're not going to just rush in?” she asked in surprise.

“The watch is still charging” he explained with annoyance “So we’ll need to get up there now, but Hex won’t let me get close once he notices us. And I can’t stay down here in case the watch screws up my picks” he held up his arms apologetically “I mean, all my partners are great (“Hrmm” Gwen grunted) but not all of them are fast enough to get up there in time if we wait”

“That is a problem” Max conceded, while Gwen glanced between Ben, the convention hall and her bracer “I think…I have an idea”

Hex chuckled darkly as he continued the ritual, watching as the power from the keystone slowly reformed the rest of the charms. Meanwhile, a restrained Charmcaster watched in resignation.

“This is what I get for trying to be nice. Trying to save some girl I just met, and for what? Stupid ‘Lucky Girl’ and her gorgeous ey-what am I saying?!” she trailed off, embarrassment temporarily overriding her despair “Stop think about her! She’s probably long gone by now anyway”

“Did you really think you’d stop me that easily?” a young voice asked mockingly as a blaster shot struck Hex from behind.

“T-that voice!” Charmcaster turned her head towards the speaker as Hex looked back in disbelief “Impossible!”

As Ben flew overhead on his hoverboard, Max and Gwen dropped down onto the roof “We’re putting a stop to this, now stand down” Max ordered, taking aim.

“You think to threaten me?” Hex laughed, creating a barrier between himself and Max to block his next shot “Your weapon means nothing to my power, and without the charm the girl is of no consequence”

“No, the only threat here…” he suddenly lashed out with his staff, ripping Ben from his board with a telekinetic ‘snare’ “..is the boy and his accursed watch!”

As Hex pulled Ben closer, keeping his arms as far apart as he could, Charmcaster noticed Gwen reaching for her bracer as a loud chime rang out.

“Wait, wasn’t her bracer on her right arm before?” she thought, while Hex sneered at the struggling hero.

“It’s over, boy. You were a fool to challenge me without your-wait” his eyes widened at his bare left wrist “Where-?”

“You might have some neat tricks..” Ben called out…from behind him?

Whirling around, Hex and Charmcaster watched as ‘Gwen’ slid off her bracer to reveal the Chaquetrix "..but mine’s better”

Two quick purple flashes later and Hex found himself face to face with Mantrap and Pinball, the pair glaring furiously at Hex as he threatened ‘Ben’.

“Put him down right now!” Pinball demanded as Mantrap extended her hands into thorny whips “Don’t even try begging for forgiveness!” she snarled.

As Hex reeled from this surprising turn, he heard the sound of something small and metallic hitting the floor. Glancing down, he saw three small metal spheres roll beside his feet before they exploded,
The sorcerer was thrown back, dropping his staff which ‘Ben’ hurried to grab.

“No!” thrusting a palm forward, Hex launched ‘Ben’ back before getting ensnared by cluster of vines “..Oh no…”

“I’ve got him!” Pinball called out, rolling forward before unfolding between ‘her partner’ and the coaster’s support structure. Cushioning ‘his’ fall with (bwoing~) certain body features.

“Sorry about that, but it sure beats kissing steel, eh ‘partner’~?” she giggled.

“I’d honestly take the steel” a young, female voice replied.

Pinball’s eyes widened in surprise “Wait…you’re..!”

As Hex was slammed around the rooftop, the floral ‘hero’ briefly paused to whip the backs of his legs or forcibly twist his body into various ‘positions’ (“I believe your planet calls this a ‘Gyaku ebi’, it’s rather a favorite of mine/ARGH!”) ‘Gwen and Max hurried over to free Charmcaster from her bonds.

“What is happening?” she asked, causing ‘Gwen’ to smirk before pulling off ‘her’ mask and…wig?

“I thought a magician would know about misdirection?” Ben teased, stepping back as the last of her bonds came loose.

“Whatever” she muttered, before giving him a critical once over “...it looked better on her”

“What was that?” Max asked in confusion, Charmcaster looked away to hide a blush “N-none of your business old man!”

Ben however had heard just fine “...You’re totally crushing on Gwen!” he realised with a laugh, promoting the older girl to snap back towards him “A-as if! Don’t say such stupid things!”

“That might be a hard ask, it’s his natural state after all” Gwen snarked, approaching the group with Hex’s staff slung resting on her shoulder. A sullen Pinball following behind her.

“Hey Pinball, nice save” Ben congratulated, drawing the ‘hero’s’ attention “Now I don’t think Mantrap needs any help, but-WhMMPH!”

“I’m sorry Ben. I didn’t realise it wasn’t you!” she comically wept, pulling the young hero into a suffocating hug.

Charmcaster let out an embarrassed gasp while Max and Gwen pinched their noses in synchronised annoyance.

“Is-is this normal?” she asked hesitantly, Gwen gave her a flat look “Normal? No. Common occurrence? Sadly yes”

As Ben was able to convince Pinball to put him down, Mantrap slammed Hex down one final time beside the group “Man, you really let him have it” Ben noted, half impressed and half scared.

“Just giving him his well deserved punishment” she replied, before noting Ben’s current outfit “Hmm~. I’m liking the new look” she praised, moving to half coil around the young hero “But I think it might look even better with some ‘green’ on it~”

“Maybe some yellow too?” Pinball suggested shyly as she shuffled closer, also taking in the fitting bodysuit.

“I don’t know whether to wash it or just burn it” Gwen muttered, while Charmcaster struggled to believe what she was seeing.

“Are they seriously doing this right now?!”

“She’s right” Ben surprisingly agreed, stepping away from his ‘partners’ (“Has he finally..?” Max wondered) “We need to stop the ritual first” (“Of course not..” Gwen sighed)

“NO!” Taking advantage of their distraction, Hex leapt to his feet and rushed Gwen “I will not be denied my destiny a second time!”

“Back off!” Gwen warned, aiming the staff at him.

As he neared an arcane bolt leapt from the ‘beak’ of the staff, striking him dead on and launching him up…into the keystone with enough force to break it “GRAAAHHH!”

Forced to cover their eyes from the intense burst of magic, the group missed as the magic in Hex’s body was ripped out by the collapsing ring of charms, causing him and the keystone to drop powerlessly to the floor as the eclipse started to end.
Looking between the defeated Hex and a stunned Gwen, Charmcaster asked the question on everyone's mind.

“How did you do that? That staff only works in the hands of a master magician?” she took the staff from Gwen’s hands, attempting to activate its power but with no success.

“Beginners' luck?” Gwen guessed, moving to step over a groaning Hex to retrieve the keystone. The once vibrant red charm now faded and dull “Looks like its been drained of its magic”

“Really? Ah that sucks” Ben said disappointedly “You weren’t a bad hero with that thing” he admitted honestly, making Gwen almost feel bad for how she planned to use it.

Almost. Protecting her sanity (and his ‘purity’) would have won out.

“So, what are you going to do now?” Max asked Charmcaster, seeing as how her apparent guardian was going to prison..again.

“You could come with us” Gwen offered suddenly, surprising her family while flustering the sorceress.

She looked like she would accept, until she looked back at Ben’s ‘partners’ who were watching the scene with interest.

“No thanks” she scoffed “I’d rather not deal with ‘that’ mess any more than I have to. Besides, I’ll be fine on my own. Not like my uncle was around much anyway”

“Well there’s no need to be rude about it/Someone needs to learn some manners” the ‘heroes’ muttered, with Ben frowning at her attitude.

“I don’t suppose I could go with you?” Gwen asked jokingly, Charmcaster freezing up at the innocent request “You could have some company, while I get a break from all…’that’”

“I-I don’t need company” she stammered “But…you appear to have a ‘small’ amount of talent for magic, I might accept you as an apprentice” she suggested, trying to appear aloof.

“If you want to ask her out, just do it already” Ben teased, Gwen glaring at him for interrupting while Charmcaster flushed bright red.

“E-enough of this nonsense. I’ve got more important things to do” and with that the older girl vanished in a burst of purple smoke in a dignified exit (Not running away to avoid possible rejection, not at all)

“Nice going doofus” Gwen snapped “You scared her off with your lame jokes”

“Who’s joking? She was totally crushing on you” Ben replied “It was super obvious”

“One, that;s rich coming from you. And two, she was not crushing on me” Gwen declared confidently “Unlike SOMEpeople, I’d notice something like that”

Max shifted awkwardly “Uh, Gwen..?”

“Now let’s get back to the Rustbucket. I think I’ve had enough magic for one day” Gwen said, moving to pick up Ben’s fallen hoverboard.

“Unbelievable” Ben said, throwing his hands up in disbelief “How can she not notice that? No one could be that dumb”

Max watched Ben move to follow Gwen, oblivious to his ‘partners’ enjoying watching him walk away a little too much.

“Yeah…no one”

-Non Canon Omake-

After chasing after Ben and his ‘partner’ all through the convention hall, Max and Gwen finally caught up to him as he waited beside a costume stall.

“Ben (“Oh god I’m too old for this” he wheezed) you are in real trouble young ma-What are you wearing?” Max asked, realising Ben was now wearing a stereotypical magician’s hat and cape.

“Oh, Hey grandpa” he replied, having fun twirling the cape dramatically “I thought we’d dress up for the occasion”

“We?” Max asked, before noticing a lack of a certain alien ‘hero’ “Where’s XLR8?”

“She’s just getting changed” Ben explained, looking through a box of fake wands.

“Changed?” Max asked, Gwen getting a bad feeling about this.

“Ta-dah!” came the energetic voice of the alien speedster, as she appeared in a blur beside him “Did someone order a ‘lovely’ assistant?” she asked cheekily.

Gwen flushed bright red as she took in the ‘hero’s’ costume.

A bright purple suit top left open over a tight dress shirt over her bodysuit, with fishnet tights and knee high boots to complete the look.

“What do you think Ben? You ready to make some ‘magic’ happen~” she asked with a sultry giggle, crossing one leg over the other while leaning against the stall seductively.

“You look even better than I thought you!” Ben replied innocently, turning to the stall owner as XLR8 fanned herself while flushing from his compliment “How much for the costumes?”

“T-take them” the owner muttered distractedly, unable to look away from the alien beauty “No charge”

“Really? Thank you!”

“No, thank you” the man replied sincerely.

“Huh?”

“Unbelievable” Gwen muttered, looking away “Aren’t you going to stop her grandpa…grandpa?”

Max looked up at the sky, tears of pride/jealousy in his eyes “That's my boy”

Chapter Text

-Florida, swampland-

Max stepped out of the Rustbucket with a pleased grin “Looks like we beat the crowds” he noted cheerfully. As Ben and Gwen followed him out, they shared a unsure look

“You…sure did” Gwen agreed hesitantly “Are you sure this is the right place?”

“Oh trust me, tomorrow this place will be swarming with ‘Gator-Fest’ fans” Max assured them, though they seemed doubtful.

A rustling sound coming from a nearby bush caused Gwen to step back nervously…right into a mud puddle. As she grimaced at the disgusting ‘squelch’ she heard an even worse sound, as Ben prepared to activate the watch.

“And what do you think you’re doing?” she asked in irritation.

Ben looked between her and the Chaquetrix “Is that a trick question?”

“Can’t you go one day without using that thing?”

Ben made a show of considering her question “Hmm, I could…but I don’t wanna” noticing her scowl,he stuck his tongue out as he made his selection “You’re probably just mad your GIRLFRIEND ran off-Ack!”

“Will you drop that already!”

Ben flailed his arms as Gwen shoved him away, causing him to slip backwards in the mud, but not before grabbing onto her arm and pulling her down with him and sparking a brawl. Hearing the noise, Max turned back before letting out a disappointed sigh.

“Alright, that’s enough you two” he said, dragging them to their feet and holding them apart “Now, you are going to shower and head straight to bed”

“Aw but grandpa-/That’s totally lame-” they tried to argue, but Max was having none of it.

“Now!”

Groaning, the kids made their way inside the R.V with Ben deactivating the watch. Unknowingly trapping a significant amount of swamp mud in the watch’s dial.

“Aw, boo!” XLR8 pouted, as the watch deactivated without calling anyone out.

“Yes, it is rather disappointing” Crystal Knight agreed, equally annoyed but hiding it behind a dignified air.

“I can guarantee this is Gwendolyn’s fault” Scream Queen muttered, as the ‘heroes’ turned back to their ‘research’.

The next morning, Ben was rudely awoken by Gwen shouting his name in frustration. Grunting in annoyance, Ben reluctantly got out of bed to see what her problem was.

“(yawn) Ugh, can you keep it down dweeb? I-Bleh!” he was cut off as something collided with his face.

Pulling it away he saw it was a towel, a towel covered in swamp mud “Aw gross, what the heck Gwen?!”

“That’s my line, AND my towel! Did you even shower yesterday?” she fumed, with Ben casually tossing the towel into the laundry pile as he passed by.

“ ‘Course I did. Now where’s grandpa?” he asked, ignoring her as she glared daggers at him.

Seeing that he wasn’t going to apologise, Gwen prepared to snap at him again when the door opened, revealing a cheerful Max.

“Ah good, you’re finally up. Come on, you’re going to miss all the fun!”

With one last glare at each other, the two followed Max outside…and blinked in surprise at the sight that awaited them.

“Huh…I guess we are in the right place” Ben muttered, taking in the sprawling fair ground that had sprung up literally overnight.

Max patted them both on the shoulders “Didn’t I tell you? Now come on, let the ‘Gator-Fest’ begin!”

Finding Max’s enthusiasm infectious, the pair put aside their current squabble and eagerly rushed ahead to explore the festivities, passing by dozens of stalls of gator themed toys, clothes, carnival games and food.
After a pleasant time checking out what the festival had to offer, the trio eventually made their way to the waterside where a nest of gator eggs were about to hatch. As the tiny reptiles broke their way out of their shells, Gwen couldn’t help but let out an ‘aw’ with even Ben having to admit they did look (a little) cute as they waddled into the water.

“You two are lucky, getting to see this is a rare event” Max explained.

“Like Ben actually changing his underwear?” Gwen snarked, earning a sarcastic ‘haha’ from her cousin.

The light hearted banter was cut short as the young gators came scurrying back out of the water, with the reason soon becoming apparent. Dozens of mutated froglets the size of great danes clambered out after them, with a much larger and very familiar mutant frog surfacing behind them.

“No way. That’s Dr Animo’s frog!” Ben realised, hurrying to activate his Plumber disk as the other festival goers began to flee in terror.

“And it’s been busy” Max noted, much to Gwen’s disgust.

Leaping from the water, the oversized mutant landed with a loud ‘crash’ as it crushed a food stand into splinters. Pulling up his hood, Ben prepared to activate the watch while Max and Gwen ducked behind another stall for cover.

“You guys try and lead everyone to safety, we’ll handle the freaks” he said confidently, pressing the dial to bring it up when…nothing happened.

Looking down in surprise, Ben again tried to activate the watch, it started to rise only to jam and retract “Somethings wrong, I can’t get it up”

“(snort)Ha!” As a confused Ben and an unamused Gwen stared at an embarrassed Max, he made a show of wiping his nose.

“Got some uh, dust up my nose” he sheepishly lied, before clearing his throat “Can you see anything wrong with the watch?”

“No I don’t see any…oh”

Gwen narrowed her eyes “Oh? Oh what?” Ben sheepishly ignored them as he began twisting the dial aggressively, causing clumps of mud and other dirt to fall out.

“Dirt?” Max blinked in surprise before his brow furrowed “Ben, you did actually shower last night right?”

“Uh…”

-Last Night-

Ben stepped under the shower head and turned the dial, as he prepared to clean off the first drops of water hit his head and…

“Ack!” Ben scrambled back from the freezing water “Stupid Gwen. Using all the hot water!”

Knowing he couldn’t just leave, Ben instead used Gwen’s spare towel (“Serves her right!”) as a washcloth, leaving the Chaquetrix entirely untouched.

“...Sure I did” he replied unconvincingly, before returning to his efforts to force the dial up. Even going as far as to pop his wrist blade to try and wedge it up.

“Ben! Cut that out before you cut your arm off-” Gwen’s warning was cut off as the blade slipped, forcing the faceplate to pop off as the watch sparked violently.

“Uh oh!”

Inside the Chaquetrix the ‘heroes’ jumped as the ‘R.V’ began to shake, the lights flickering wildly as purple lightning ran along their surfaces.

“What the fu-!” XLR8 yellped, being thrown off her feet while Armizon did her best to protect those closest to her.

“Cerbera, what’s going on?” Mantrap asked in panic, the tiny genius hurrying to assist Ultra-T in their diagnostics.

“The Chaquetrix has suffered significant damage to the selection interface” the technopathic ‘hero’ explained “It is likely that attempts to activate the device could have unexpected side effects”

“That doesn’t sound encouraging” Ripjaws noted nervously.

“So, what? Ben can’t use the watch?” Heart’s Fire asked, voicing all their concerns.

“But if the watch has been damaged he must be in trouble, right?” Pinball pointed out.

“If he needs us, we’ll just deal with the consequences” Scream Queen replied firmly “Ben is our number one priority”

The others nodded in agreement, though all they could do is wait and hope for the best for now.

Back outside, the trio stared at the faceplate as it landed not far from the water, Ben slowly turning back to the damaged watch on his wrist.

“This..might be a problem”

“An understatement if I ever heard one” came a spiteful voice, causing the Tennysons to turn in its direction and see the familiar figure of Dr Animo.

Now sporting a large pair of ‘gorilla-like’ gauntlets, the mad scientist sneered hatefully at them as his mutant minions flocked to his side “You might be wearing that ridiculous costume, but I know it’s you, boy!”

Ben glared back while Max and Gwen moved to his side “Animo, how did you-?”

“Find you?” the man asked mockingly “It was hardly a challenge for one of my intellect to follow your movements, especially since you insist on performing your foolish ‘heroics’ at every opportunity!”

Pointing one of his gauntlets towards the trio, the mad scientist’s face twisted into a cruel grin “You and your alien consorts may have foiled my plans before, but you will not deny me my rightful place in history!”

“Sorry doc, but the only place you’ll be going is back to jail” Max snapped, drawing his blaster and opening fire.

“Never!”

As Animo shielded himself with his heavy gauntlets his creations sprang forward, forcing the Tennysons to roll to the side while Ben brought up the watch again.

“Sorry Dr Freakamo, but this party’s over” hesitating at the sight of the plate-less watch, Ben took a deep breath and slammed the dial down.

Armizon and Stingwing jolted as their icons began to flash, the two sharing nervous but determined looks.

“You ready for this?” Stingwing chittered as Armizon clenched her fists determinedly.

“Whatever these side effects are, I’m sure we can handle them”

As the light died down Ben turned to see who had been summoned…and froze “A-Armizon?”

Standing there was Armizon and yet also…Stingwing? Her body was mostly Armizon’s, though her skin appeared to have a green tint in some place. Her upper eyes had been replaced with eye stalks like Stingwing, with the insectoid ‘hero’s’ wings and tail growing from her back.

“Ugh…short king?” she said, her voice carrying a strange echo “I feel kinda-whoa!” the ‘hero’ staggered unsteadily on her feet, tipping forward slightly while holding her back.

“Wha-what’s going on?” she winced, her voice at a higher pitch now resembling Stingwing.

“Stingwing? How are you…Are you both ok?” Ben asked in concern, the unnatural fusion reminding him a little too much of Bevin for his liking.

“You insult my experiments, yet it appears you’ve done some genetic dabbling yourself” Animo noted, his initial curiosity giving way to disappointment when he noticed her ‘finer’ attributes “And yet you still waste time with such unnecessary features, such a waste of scientific potential” he criticised.

“I don’t know what’s more disturbing. ‘Stinkarms’ over there, or Animo acting as if this is totally normal” Gwen quipped, smacking away one of the froglets with a broken stall sign.

“Can you fight? I can take the lead if you need me to” Ben offered, moving to cover his partner (partners?).

“Ben/king” the ‘heroes’ were touched as he stood ready to defend them if needs be, their two minds focusing as they refused to let him fight alone.

“Don’t worry Ben/king” they moved unsteadily, yet determinedly, to stand beside him “I/ I/ We can handle this overgrown toad”

Inhaling, Stingwing prepared to fire a stream of adhesive slime…only for Armizon to use a hand to force their mouth shut “(Urp!) What are you doing?!/N-no, no. Not happening!”

As the fusion struggled for control of their body, Animo’s mutant frog lashed out with its tongue, ensnaring the ‘heroes’ by the waste before reeling them in. Though they managed to prevent themselves from being dragged into the creature’s mouth, with their four arms holding back its jaws, Armizon soon realised this fusion had other side effects.

“Finish them my pet! Show them the genius of Animo!” the mad scientist cackled, forcing Max to dive to avoid an energy shot from his gauntlets.

“(grunt) Either this thing’s tougher than it looks, or I’m not as (urk) strong as I should be” Armizon ground out, with Stingwing shamefully realising it was her ‘presence’ that was handicapping her fellow ‘hero’.

“Get your slimy tongue off them!” the sound of jet boots was the only warning before Ben dashed forward, slicing the mutant’s tongue in two and forcing it to let go.

Thrashing in pain, the giant frog stumbled backwards and into its master as Ben checked on his partner(s). The impact from the beast knocked Animo back towards the waterside, landing painfully on his back a few feet from the fallen faceplate.
Pushing himself up, the mad doctor scowled as he witnessed Max and Gwen begin to overwhelm his froglets while his mutant mount madly lashed out over its lost tongue. As he prepared to rejoin the fight, he caught a flash of purple light from the corner of his eye.
Taking a closer look he found the purple tinted faceplate of the child’s watch, lying in the mud while a small mangrove tree crab scuttled over it. Animo watched in fascination as the crab was suddenly ‘zapped’ with purple sparks, its legs transforming into vines while its pincers shifted into flytrap jaws.

“Well, what have we here?” he chuckled, securing the faceplate before signalling for his minions to return to him “Come my pets, we have work to do”

With a chorus of croaks the mutated amphibians bounded after him, Max cursing as he failed to line up a clear shot on the fleeing villain.

“Oh no you don’t!/Get back here you (pop) ACK!” the ‘heroes’ attempted to give chase, wings buzzing uselessly before they fell forward. As they pressed a hand to their back, Ben abandoned his attempted pursuit of Animo to check on them.

“What happened?”

The fusion let out a groan of frustration and pain “Ugh, I can’t fly with ‘these’ weighing me down/Excuse me?!” the fusion bickered, lifting their arms while referring to her chest.

Max and Gwen flushed at the insinuation.

Ben, as usual, rather missed the point.

“I guess that makes sense” he agreed, mistakenly believing Stingwing was referring to Armizon’s muscular arms “Stingwing’s are smaller”

“Urk! S-small?” Stingwing chittered, comically reeling back as if shot.

Seeing her upset, Ben frantically waved his hands as he desperately tried to apologise “N-not that that’s a bad thing! They’re, uh, totally the perfect size for you. Just like Armizon’s are for her”

“P-perfect?/You…you really so?” they stammered. Surprised, yet pleased, at Ben’s apparent forwardness regarding their appearance.

“Please just stop talking” Gwen begged, hiding her face in embarrassment as Ben continued to fumble through his apology before they timed out.

Clearing his throat, Max did his best to change the subject “We need to fix the watch as soon as possible”

“Right” Ben scanned the area for the missing piece “I think it landed over…there…” he trailed off as he realised just where Animo had been standing “...Oh”

Animo smiled sinisterly as he returned to his current lair, an abandoned observatory, and made his way towards the large modified telescope in the room’s centre. Holding up the faceplate, he carefully slotted it into the ‘barrel’ of his invention and began his calibrations.

“To think such a wondrous device would fall into my hands, it almost makes things too easy” he chuckled while a swarm of bats flew overhead, one settling in beside a hole in the dilapidated dome roof.

Taking notice of its arrival, Animo was struck with an idea “Eptesicus Fuscus. Yes…Yes you shall make a fitting first test of my invention!”

Hurrying to the device’s controls, he slotted his gauntlets into the firing controls as he took aim. With an intense flash of purple energy, Animo cackled madly as the creature began to shift before his very eyes.

The bat’s form rapidly grew, its skin becoming red ‘stone’ with the wings membrane igniting into sheets of flame “Yes! A triumph for science without any of those foolish addi-”

Then it continued to shift, becoming less animalist and more anthropomorphic. Its hips became fuller, face softer, with a generous chest all completing the transformation.

Animo felt his eye twitch “....God damnit!”

-Later that Evening-

The Tennysons sped through the swamp in a ‘borrowed’ motorboat, Ben shifting impatiently as Max steered the boat through the waterway. He’d wanted to chase after Animo immediately but thanks to the watch’s…issues…Max, clad in his own Plumber suit, had insisted on outfitting himself and Gwen with Plumber tech to make up for the lack of ‘heroes’.

(“Gwen seems really happy with this”) Ben noted (“I guess she must still miss being Lucky Girl”) he decided.

Gwen however had a different view of the situation (“This is great! A legitimate excuse for Ben not to use the watch. I wonder if I can convince grandpa to hold off on fixing the watch for…let’s say a week”)

A loud screech echoed through the air, putting the trio on high alert as a bright light appeared through the evening fog.

“That’s a big firefly” Max joked nervously, his hand straying for his energy rifle.

As the shape got closer its form slowly became clearer “More like a firebat!” Ben said, readying himself for a fight.

“I guess Animo figured out how to use that piece of the watch” Gwen noted as the creature came fully into view, and let her see the full extent of its changes “Oh give me a break!”

The ‘firebat’ let out another screech as it made a quick pass overhead, shaking the boat before it made another run, hovering just to their right as it watched the intruders to its domain.
As it did so its senses focused on one of the humans in particular…

“Is it just me, or is that thing looking ‘right’ at me?” Ben asked, just as the creature let out a joyous screech before diving at him.

The boat rocked hard, Gwen falling back into Max as Ben was pinned against the seat by the mutant “Getting Megawhatt flashbacks!” Ben yelled, doing his best to keep its face away.

“Claws off my grandson!/I’m not dealing with another headache!” Max/Gwen snapped, raising their weapons and opening fire.

The shots did little damage but did succeed in forcing it to take to the skies once more. With Max continuing to harass it with laser fire, Gwen helped Ben up as he held up the watch.

“Ben don’t! You saw what happened with Armizon and Stingwing” Gwen said, gently pushing his arm back down “Besides, grandpa’s got this situation under control”

At that exact moment the firebat unleashed a focused stream of fire from its mouth, missing Max but reducing his rifle to useless scrap “...Or not” she sighed.

Bringing the watch back up Ben, reluctantly, activated it “I’m sorry guys” and pressed down.

Inside the Chaquetrix the heroes tended to Armizon and Stingwing after their return, the pair fortunately returning to normal upon timing out. Unfortunately, they were still suffering some after effects.

“(ugh) How can I still taste it?” Armizon gagged, shuddering at the memory of Stingwing’s attempt to use her slime spit.

“Nevermind that (crack)-ack!” Stingwing winced, holding her back as she slumped on the backseat “How is it fair I have a bad back? It wasn’t even my body!”

“Seriously, how do you deal with those? I’m pretty sure each one weighs more than ‘I’ do” the insectoid ‘hero’ asked.

“Leave my ‘girls’ out of this” Armizon grumbled, crossing her arms over her chest defensively.

As they continued to argue and complain, the others tensed as the sounds of the watch’s activation rang out.

Pinball looked down in concern as her icon began to flash “Oh…So it’s…my turn” she noted nervously “Who else is-”

She trailed off as all eyes turned to Scream Queen, and her own flashing icon.

“Oh dear…/…Damn” Pinball muttered/Scream Queen sighed.

As Max did his best to steer the boat away from the attacking mutant, a bright purple flash lit up the area and temporarily blinded their pursuer. When the light faded the trio found themselves joined by a floating, half sphere, Pinball’s yellow plates bound tightly with scraps and straps of a straight jacket, with only one of her arms hanging free. From inside the curled up figure, Ben could faintly make out a single glowing purple eye and the faint ‘slithering’ movement of Scream Queen’s tentacles.

“Pinball and…Scream Queen” Gwen said, looking conflicted “So what do we call her-er them? Spirit Orb?”

“Are…are you guys ok?” Ben asked, slightly worried by the fusion’s lack of reaction.

His concern proved just enough of a distraction for the firebat to swoop in and snatch him from the boat, his family crying out after him. As the mutant attempted to flee with her ‘prize’, the ‘heroes’ reacted.
Shooting off after their ‘partner’, the fusion quickly caught up with the firebat and rip Ben out of its grip, using their free arm to pull him to their chest and phase him through the bindings to be secured inside.

“Ours/Mine” they spoke in unison. Pinball’s voice was unusually cold, while Scream Queen’s voice acted as a raspy ‘echo’.

Angered that its desired ‘mate’ had been stolen, the firebat unleashed another stream of flames at the ghostly fusion. Unable to phase their full body, the ‘heroes’ turned their back to weather the attack with Pinball’s back plates.
Grunting at the burning sensation, they flew backwards through the flames and rammed the mutant bat into the water below.

As the partially extinguished bat scrambled out of the water and retreated, the ‘heroes’ brought Ben back towards the boat. While they hovered overhead, Max cleared his throat before addressing the fusion.

“Thank you for saving Ben. But, uh, you can let him go now” he suggested carefully.

Seeing Ben’s unmasked face pop out of the bindings, Gwen let out an embarrassed yet relieved sigh.

“Thanks guys, but I’ll be fine from he-oh!” Ben was suddenly yanked back but one of Scream Queens tendrils “G-guys?”

“You’ll be safer in here/I’ll keep you safe” Pinball/Scream Queen replied, making sure Ben was snuggly secured with his back against their chest.

“L-let him go right now!” Gwen snapped, unwilling to let them do who knows what inside those bindings.

“It’s fine Gwen” Ben said, a little embarrassed at their clinginess but already coming to his own, mistaken, conclusions as to why (“Pinball likes to roll with me, and Scream Queen needs to hang on to share her powers, so I guess it makes sense they’re even clingier together”)

One tendril brushing over his stomach caused him to let out a sudden laugh “W-watch it, that tickles”

“Nothing about ‘that’ is fine” Gwen countered, not failing to notice how the fusion’s eye lit up at the sound of Ben’s laughter.

“As much as I agree, we should probably focus on following that creature for now. It’s probably heading straight back to Animo” Max decided, while Gwen looked as if she wanted to press the issue but reluctantly relented.

Using the flaming bat like a beacon in the fog, Max guided the boat through the trees as Ben’s ‘partners’ followed closely behind.

By the time they tracked the bat back to its lair, the watch had had time to time out and recharge as they arrived at the dilapidated observatory.

“What’s this thing doing in the middle of a swamp?” Ben asked “It seems kinda pointless”

“Actually without the lights from a city to get in the way, you could get a much clearer view of the stars out here” Gwen answered, ignoring Ben’s snort of “Nerd”

As Max steered the boat inside the half sunken building, the water underneath the boat began to churn and bubble “What the-?!”

The boat was launched into the air as something surfaced beneath it, sending our heroes onto the crumbling wooden walkways around the observatory’s walls. Picking themselves up, the trio were greeted by the sight of Animo aiming the modified telescope towards them.

“It’s rather impolite to barge in unannounced” the mad doctor quipped “Especially when you’re interrupting such important work”

Ben glared up at the disgraced scientist “You’ve got something that belongs to me, so hand it over before we make you!”

“Ah yes, the face plate” Animo said, sounding impressed and yet also frustrated “A marvelous collection of alien DNA, and yet…” As the doctor paused, his creations moved into view.

The firebat hung from the ruined ceiling overhead while two figures emerged from the water, Animo’s frog and a newly mutated gator. The frog appeared to have been merged with Cerebra, now closer to human size and wearing tattered rags as clothes, resembling an anthropomorphic ‘frog-woman’. The equally anthropomorphic gator had been infused with Crystal Knight’s DNA, her scaled skin and teeth now replaced with a rough diamond coating.
And of course both were just as ‘shapely’ as the bat.

“Oh you have got to be kidding me” Gwen said, facepalming at the sight.

“And yet it insisted on adding such unnecessary features!” Animo vented, slamming his gauntlet on the side of the telescope “But this was but a temporary set back. Now that I’ve fixed this error, I can finally put it to good use!”

“And how do you plan to do that?” Max asked. Doing his best to ignore some, very unwelcome, intrusive thoughts.

“With this telescope, I’ll be able to bounce my transmodulator signal off an orbiting satellite and bathe the planet in its power. Creating a new, and more interesting, world order!” Animo cackled.

“A world of alien hybrids?” Max asked, the intrusive thoughts returning with full force.

“Not gonna happen Anim-(bang) Whoa, Gwen!” Ben and Max jumped as Animo took cover, the three humans (and even the mutants) stunned by Gwen taking a shot at the controls console.

“You’ll not get the chance to use that thing. I won’t let you!” she yelled firing again, thoughts of a world filled with Chaquetrix mutants sending chills down her spine.

“She’s really fired up today” Ben commented, oblivious to the source of her current state.

“Stop her, my pets! Destroy them all!” the mad doctor shrieked, doing his best to protect the more vulnerable parts of the controls.

At his command the trio of mutants surged forward, the three focusing their attention on…Ben “Aw not again!”

Moving to protect him, Max tossed a cluster of explosives at the rotting floorboards, staggering the frog and gator while Gwen managed to land a few shots on the bat. Using the time they’d bought him, Ben brought up the watch and activated it.

“Hopefully this will be the last time guys. We’ll fix this soon” he promised, slamming the button down.

“Pinball…You sure you’re okay there, girl?” Heart’s Fire asked, giving her a comforting hug.

“Y-yeah. I just feel so…cold” she whimpered, huddling closer to the flaming ‘hero’.

“Yeesh. I feel bad complaining about the slime now” Armizon whispered, Stingwing nodding in agreement over her own complaints.

As Pinball attempted to warm up, Cerebra focused on Scream Queen “And how are you handling the fusion?”

The spectral ‘hero’ shifted awkwardly in the air “I’m..unsure” she admitted “Seeing Pinball like this is making me feel…off. LIke it’s my fault and I’m..sorry about it”

Cerebra quirked a brow “You mean you feel guilty?”

“THAT’S guilt?!” Scream Queen shuddered “How do you people deal with it?”

The sound of the watch activating brought an end to their conversations, with Wild-Gal letting out a concerned whine as her icon chimed. As she vanished the others looked around to see who else had been chosen, but realised that no one else had gone.

“Do you think this means Ben fixed the watch?” Ripjaws asked hopefully.

“Negative” Ultra-T replied, observing a data pad “Reports show the Chqauetrix remains incomplete. They also show that another sample WAS selected”

The ’heroes’ shared a confused look “But…who’s?”

As the light died down everyone, hero and mutant alike, flinched at the sudden panicked roar that filled the room.

“Ok, what the heck am I looking at?” Gwen asked, disturbed at the fusion before them.

“It’s Wild-Gal, but...with working eyes now?” Ben said, taking in her new form.

“Yeah, too many of them”

The fusion mostly resembled Wild-Gal, except for the dozens of purple eyes scattered along her upper body. On her face, her own eyes had been replaced with two large bat-like ears. The feral ‘hero’ whined again as she was assaulted by actual sight for the first time in her life.

“Wild-Gal stay calm! It’s me, Ben” he tried to soothe her, the fusion’s many eyes flicking in his direction.

“B-Ben?” Wild-Gal was caught off guard, knowing this to be her ‘partner’ from his scent but actually seeing him…

“Look…good” she growled, wondering how she knew what counted as ‘good’ as Ben offered a surprised ‘Thank you?’

“I agree…with you…but…what the hell…is going on?! Asked a new voice, Wild-Gal flinched in surprise at the unexpected speaker from ‘her’ mouth.

“Wait, are you…someone new?” Ben asked in disbelief “Man, talk about lousy timing” he muttered.

“So, you have a new addition to your ridiculous collection. No matter, she can share your fate!” Animo snarled, prompting the mutants to prepare to charge once more.

“Ok this is bad” Ben admitted “Just stay behind us, we can handle this…I hope”

“No! Grr..Ben…in trouble!” Wild-Gal growled, prompting the new ‘hero’ to speak up.

“He’s our…master, right?” she asked, with Wild-Gal grunting in confirmation “Then…let me…take care…of..this”

Focusing, the fusion’s eyes began to glow as power built up within them. As the glow increased she focused her eyes towards the mutants and Animo’s machine.

“Hit the…deck!”

Unsure of what was about to happen, but trusting his new ‘partner’, Ben threw himself down with Max and Gwen quickly following suit.

“What are you up to?” Animo demanded, just as the fusion unleashed her power.

Dozens of energy beams shot out from their eyes, peppering the mutants and tearing chunks out of Animo’s machine.

“My mutant ray! NOOOOO!” Animo cried, desperately trying to hold the controls together as the fusion continued to fire wildly.

Taking advantage of the distraction, Max used his wrist mounted grappling hook to swing himself up to Animo, using his jet boots for an added boost to his uppercut. As the blow connected, Animo was thrown back against the telescope before falling face first to the wooden deck below, out for the count.

With Animo dealt with, and his mutants cowering behind whatever cover was available, Ben realised that Wild-Gal and his new ‘partner’ were unable to reign in their power. Ignoring Gwen’s calls to stay down, Ben dashed towards the overwhelmed ‘heroes’ while avoiding any stray shots that came too close.
Reaching them, and seeing that their eyes had ‘moved’ to her back leaving her front clear, Ben went to slide under her to avoid the shots. However, one final blast struck the ground behind him and sent him sprawling forward, leaving him to grab onto his ‘partners’ and press his face into the crook of her neck.

While Gwen stared in disbelief at the unlikely turn of events, wondering if the universe really does enjoy making her suffer, the fusion froze up at the sudden contact. With Ben being so close and giving her a large dose of his scent it helped Wild-Gal focus her mind, and in turn, help the new ‘hero’ to pull back her powers.
Opening his eyes, Ben realised that the shooting had stopped just before he was pulled into a bone crushing hug.

“(Happy growl) Ben!/You’re…gutsy master…I respect..that” the two said, thankful for snapping them out of their panic.

“It’s the…least I could do” Ben gasped out,wriggling free just as the watch began to time out.

“Ben!” Max called out from the telescope, prying the dial loose before throwing it down to him “Catch!”

Snatching the dial out of the air, Ben slammed it down onto the Chaquetrix just as it let out a red flash. Slowly opening his eyes, Ben let out a sigh of relief as he saw the faceplate was now securely reattached.

“(Phew) I’m glad that’s all over now”

“Not quite” Gwen gulped, taking notice of the trio of mutant creatures that were cautiously approaching.

“What, you guys want some more?” Ben taunted, though not feeling anywhere near as confident as he sounded.

The frog woman stopped a safe distance away “Mas…ter?”

“Say what now?/No…” Ben asked/Gwen gasped.

“You…master?” she repeated, the other mutants staring at him hopefully.

“I-I guess that Cerebra’s DNA actually boosted her intelligence, at least to a basic level” Max said, rappelling back down to their level.

Ben perked up “So they could actually listen to me?”

“NO! No no no” Gwen shouted, yanking Ben around to face her “I already have to deal with the watch, I’m NOT dealing with them too!”

Mistaking Gwen’s actions as an attack the frog woman lashed out with her tongue, catching Gwen by the shirt and pulling her half way into her mouth.

“GWEN!” Max screamed, hurrying to try to pull her out.

“Hey no! Spit her out now!” Ben ordered, the mutant letting out a sad croak before letting go.

As Gwen gagged at being covered in frog spit, Max did his best to wipe it off “I think it’s for the best if let them go their own way”

“I don’t know” Ben stared teasingly “I think we should keep them”

“Ben…”

Ben froze up at his cousin’s icy tone, with even the mutants cowering back from the threatening aura around her.

“Eheh, j-just kidding” he hurriedly assured her.

-Canon Omake-

Ben stood alongside his family as he resummoned his latest ‘hero’, finally able to see her true form.

She was humanoid with smooth tan skin, toned legs covered in tight leggings, her upper body was bare except for a bikini top that kept her (almost) decent. Her torso had multiple eyes scattered over it, including her large chest, with one large eye on her stomach. Her head had two large ‘bat ears’ in place of any eyes on her face.

Noticing him taking in her facial features, she pointed down “Hey now, my eyes are down here~” crossing her arms under her bust, she made sure to push them up while the eye on her left breast ‘winked’ playfully.

“Oh, sorry” Ben apologised, before innocently staring directly at the eyes on her chest “It’s just…you look awesome”

“(giggle) You’re pretty easy on the ‘eyes’ yourself~”

As Ben chuckled at the pun, Gwen shook her head.

“Awesome? She looks pretty weird to me” she muttered.

“You know what they say Gwen” Max stated, willing himself to focus on the eyes on her shoulders “Beauty is in the eye of the beholder”

Ben, though embarrassed at the ‘beauty’ comment, did find part of that statement interesting.

“That’s not bad. What do you think of B-Holder for your code name?”

“I can work with that” the newly dubbed B-Holder replied cheerfully.

“Great” Ben smiled, before becoming serious “Now I need to apologise, you ended up in that mess earlier today because I messed up with the watch”

He stared up at her determinedly “So let me know how I can make it up to you” Gwen and Max sagged in the background as the ‘hero’s’ (many) eyes lit up.

“Oh? Well if you insist, I might have a few ideas~”

“We’re up to, what, thirteen now?” Gwen asked miserably “That makes sense, ‘cause I’m feeling pretty unlucky right about now”

“Tell me about it” Max sighed, stepping in to try and run damage control on Ben’s latest ‘date’.

-Non Canon Omake-

“With this telescope, I’ll be able to bounce my transmodulator signal off an orbiting satellite and bathe the planet in its power. Creating a new, and more interesting, world order!” Animo cackled, before aiming the device towards the trio “And you shall have the honor of being my first human test subjects!”

As Animo fired the device, Ben and Max managed to dodge the blast.

Gwen did not.

As the light died down Gwen realised that, to her horror she’d be transformed into a Ripjaws hybrid. Her new longer, and more muscular limbs, having turned her pants into shorts and her shirt into a tank top.

“Success!” Animo cheered, oblivious to Gwen’s mounting fury.

“Uh Gwen, are you ok?” Ben asked hesitantly, causing Gwen to glare in his direction.

“What do you think doofus?!” she snapped “Ugh, you’re lucky you’re cu-Oh god!” she trailed off in disgust, as some very unwelcome thoughts appeared in her head.

“Oh you’re a dead man” she growled at the cackling villain.

“What was tha-AAH!”

Ben, Max and the mutants stepped back as Gwen launched herself at the mad doctor, biting the gauntlets from his arms before delivering a savage beating on the terrified villain.

“Fix this! (thwack) Fix this right now!”

“I-I will! I will! Just stop-(thwack) Ah!”

“Should we…help?” Ben asked, moving behind Max for protection.

“Help who?” Max replied seriously.

Chapter Text

-Somewhere in Space-

The Megacruiser hovered over the latest world it had ‘visited’, the crew teleporting back onboard with their captain at the front. Turning her attention to her main enforcer, a three eyed Tetramand who she’d never bothered to learn the name of, Bevin asked for his report.

“Three lunatics in white robes rambling on about how the ‘watch’ was the sign of the ‘Great One’. All we got out of them was that he was a human with an ‘army of heralds’ or some other crap”

“Useless” Scowling, Bevin stomped off towards her quarters, the crew wisely staying out of her way.

Pausing at one of the view ports, Bevin stared at her mutated reflection with an unreadable expression. Ever since she’d been abandoned on this ship her head had felt..clearer?
Mostly.
Despite her best efforts her thoughts would always end up coming back to ‘him’.

“Look at you, a total freak!” her fists clenched “And it’s all ‘his’ fault! Him and his stupid hero obsession and his dumb face with that goofy smile, and those big green eyes that-”

She jerked away from the view port as a faint blush appeared on her face “Stop it, it’s ‘his’ fault you're stuck here like this”

“Thinking about your ex again?” a sly voice asked, drawing her attention to the new arrival.

Her first mate, a spiky haired opossum-like alien in an oversized orange jacket, gave her a sneaky grin as he casually leaned against the wall.

“What was that Argit?” she asked threateningly, holding up her blazing Pyronite hand.

“I said…Hey boss, how’d things go?” Argit laughed nervously, survival instinct overriding his snarky attitude.

“How’d you think, Argit?” Bevin grunted in annoyance, continuing her march back to her quarters.

“Weeks of searching for any information about that dumb watch (“The Chaquetrix boss”) Whatever!” she snapped “Weeks of searching and what do I have to show for it? Nothing!”

“Well I wouldn’t say we have nothing” Argit tried to soothe her, Bevin snorted in disagreement.

“All we have are two names. Azmuth, who no one has ever met and vanished from the face of the galaxy, and-”

A sudden explosion rocked the ship, Bevin buzzing her wings to stay upright while Argit was thrown off his feet.

“Captain!” A panicked voice screamed over the ship’s communications “We’re under attack! Invaders in the main hangar bay, it’s…it’s-”

A holographic screen appeared before them, showing six figures tearing their way through the crew. Three similar armoured aliens flew overhead, their suits unleashing storms of missiles and lasers. A hulking brute swatted aside anyone in his path, while a cybernetic crustacean fired a devastating laser from its claws.
But it was the final figure that drew Bevin's attention, standing head and shoulders above everyone else while it effortlessly walked through the crew's panicked return fire.

As Argit scurried behind her for safety, Bevin stared defiantly at the terrifying figure.

“Vilgax” she growled, a savage grin forming on her face.

-Earth, Niagara Falls-

On the deck of a tour boat in yellow raincoats, Max and Gwen stood alongside several other tourists as they took photos of the famous landmark.

“How can you not be moved by the sheer majesty of nature?” Max asked wistfully.

“Oh I don’t know, why don’t you ask Ben?” Gwen snarked, pointing at her cousin as he fiddled with the watch.

Max let out a heavy sigh “Ben, didn’t we just have a lesson on why messing with the watch is a bad idea?”

“I’m not messing around” Ben insisted, pressing more buttons while he wiped down the device “I’m making sure it’s clean so it doesn’t break again”

“Well I think it’s clean enough, so how about you stop before you end up mutating the whole tour” she said, earning an annoyed groan from him as he wandered off “Where are you going?”

“The bathroom. All this water is making me need to go” he lied, just wanting her to stop bugging him for five minutes.

Ignoring her disgusted expression, Ben made his way down to the lower deck while still idly cleaning the watch.

“What does she know? I’m just cleaning it off, it’s not like it’ll-” with one last twist of the dial the Chaquetrix faceplate began to blink while rapidly sorting through all thirteen icons “-break. Oh man”

As the watch continued to blink brighter and brighter, Ben ducked around a corner as he tried to get it under control. The blinking increased in pace before abruptly stopping with the faceplate returning to its ‘primed’ state, the dial raised and ready for activation.

“Command code accepted. ‘Party Mode’ unlocked” an automated voice rang out, causing Ben to jump.

“Party Mode?” he muttered in confusion “What the heck is that supposed to mean? Maybe I should try calling Cerebra, see if she can-”

With a flash Cerebra appeared on his shoulder much to his surprise. Taking notice of his expression, the genius ‘hero’ gave him a curious look.

“Is everything ok, big boy?”

“Yeah, I just…didn’t even touch the watch” he admitted, before grinning in excitement “Maybe I don’t need to anymore”

“B-Holder!” he called out, his grin widening as the ‘hero’ appeared in a flash.

“You’ve unlocked a voice command feature?” Cerebra asked “Impressive work ‘partner’” she complimented.

“Thanks. Hmm, Do you think I can switch heroes out without waiting for a timeout?” he mused “Like, if I get thrown off a cliff and I’m with you two I can call out Stingwing to catch me”

“You do have a habit of falling from great heights” Cerebra acknowledged, earning a worried look from B-Holder “That..that’s a joke right?”

“Not really” Ben admitted, just realising how often that situation has come up this summer “Alright, let’s try this…Stingwing!”

In a flash Stingwing appeared beside B-Holder “Nice!” Ben cheered “I guess since you’re still here, Cerbera must have been swapped out”

“Um, actually big boy”

Blinking in surprise, Ben turned his head to find the tiny genius still perched on his shoulder.

“Wait, so you can call ‘three’ of us now?” Stingwing asked, Ben however had a thought.

“Party Mode…” he muttered, holding the Chaquetrix up in the air as his grin returned in full force “The more the merrier right? Everyone!”

Gwen felt a chill run through her as she waited with Max for Ben to return.

“Ben’s been gone a while” Max said in concern, Gwen however couldn’t shake the feeling of dread that had settled over her.

“Ah, there he is” Max’s comment snapped her out of her thoughts as Ben rejoined them “You alright, son?”

Ben’s grin set her on edge “Yeah I’m great actually, I just ran into some friends”

“Friends? Someone from school?”

“Hey old man/Hi Mr Max!” Armizon/Heart’s Fire greeted, making their way up the stairs.

“Ben…” Max sighed, before a blur shot passed him and skidded to a stop beside Gwen.

“Hey red, enjoying the tour?” XLR8 asked cheerfully to the rapidly pailing girl.

“T-t-three of them?” she stammered, just as Scream Queen faded into view behind Ben “Not quite” the spectral ‘hero’ chuckled as one by one, Ben’s ‘partners’ made their way onto the deck. The other tourists gaping at the sight of so many scantily clad beauties appearing before their eyes.

“How…how is this possible?” Max asked, stunned at the sight of all of the ‘heroes’ at once. He did, however, note that one passenger was openly snapping as many photos as he could of the group while his wife fumed behind him.

“So when I was cleaning the watch I accidentally set off this ‘party mode’ thing, and now I can call out as many heroes as I want!” Ben explained, too caught up in the moment to notice his family’s distress “Isn’t this awesome?”

Gwen collapsed face first in a dead faint.

“Huh, I didn't know you could pass out from excitement” Ben commented, moving to check on her while Max was still rooted to the spot.

(“Party mode? Azmuth…you absolute madman…”)

-Megacruiser-

Vulkanus laughed sadistically as he slammed the Tetramand into the ground, pulling back his fist to deliver the finishing blow when a blur shot past him and (stab-stab-stab) a series of sharp pains bloomed across his neck.
Grunting, he reached back and pulled out the cause of the literal pain in his neck to find six black quills.

“Hey who did that?!” he snarled, tossing the quills aside “When I catch you I’m…gonna…gon..na…urghhh..” as a sudden numbness and sleepiness came over him, the brute began to sway on his feet.

“What are you doing?” Kraab snapped, scuttling towards him “Stop messing around before…whoa!” seeing the hulking alien begin to fall backwards, the cybernetic hunter attempted to backpedal only to find his legs ensnared by green slime.

“What the he-ARGH!” Kraab let out a pained grunt as he was pinned beneath Vulkan’s unconscious bulk.

As Vulkanus hit the floor with a loud ‘boom’, the trio of Sotoraggian hunters pausing their work as they registered two of their allies being taken down. Sneering back at them as she roughly pulled the Tetramand to his feet, Bevin yelled out orders for her crew.

“Listen up boys! I’m going to deal with ‘Vilgeek’ over there, and I want these tin cans dealt with before I get back…or else I’m tossing you out the airlock without a suit!”

Having witnessed her quick take down of two of the invaders, her crew rallied as they desperately focused their fire on the armoured trio. Activating a small communication, she contacted her cowardly second in command.

“Argit, you at the command deck yet?”

“Geez boss, couldn’t you have taken those quills out a little gentler? You nearly scalped me!” he whined. Bevin rolled her eyes at his complaints.

“Quit being such a baby and answer the damn question!”

“Ok, ok! I’m here boss”

Bevin grinned “Good. Turn on as many of the gladiator drones as you can”

Within moments the sound of heavy metallic footsteps echoed as Argit activated and teleported the surviving arena droids into the hangar bay, the multi-armed machines quickly charging at the three invaders.

“That’ll help keep these freaks off my back” Bevin grinned.

“They are not the ones you should be concerned with”

Turning to face the speaker, Bevin found herself facing down her target “Well well. The big, bad Vilgax. I’ve been looking all over for you”

“And what you’ve found is oblivion!” Vilgax threatened, the studs on his arms retracting as his limbs bulked up.

As the warlord charged with surprising speed Bevin barely managed to block the blow, the force of which still sent her reeling back. Snarling, Bevin spat out a stream of slime and flames, the two attacks combining to create a large explosion that temporarily blinded Vilgax.
Taking advantage, Bevin combined XLR8’s speed with Crystal Knight’s blade to land a heavy blow on his face, following it up with a flurry of punches from her four arms.
Flinching back, Vilgax managed to side step the next rush and countered with a blow of his own, rocking her backwards before charging after her. Using her wings, Bevin regained control and fellow forward to meet him head on, the two catching the other’s fists in a classic ‘brawler lock’.

“I was only after you to get some answers” Bevin grunted, realising her opponent was much stronger than she expected as he easily ignored her attempts to burn/cut through his claws “But if I need to beat them out of you, that’s fine by me!”

Vilgax glowered back at her “No one commands Vilgax! Especially not some misshapen amalgamation of creatures…” his eyes widened as he fully took in her appearance “..from the Chaquetrix!”

Shoving her back, Vilgax gave the young villainess a curious look as she fought to keep her balance “What do you know of the Chaquetrix?”

“I know it can make a bunch of super strippers, and that it turned me into this freak” she spat back.

With this new information, as well as her display against his minions, Vilgax made his decision “...Perhaps you could be of use to me”

“I was about to say the same thing” Bevin snarked back “I’m guessing you want the watch? Use it to fix me and you can have it!”

Vilgax, while insulted that this creature would dare make demands of him, decided it would be simpler to agree to her terms.
For now.
One could never have too many pawns after all.

“Very well” the warlord agreed, allowing his studs to disengage as Bevin used the ship’s communications to halt the fighting.

Up in the command center, Argit nervously wrung his hands together as he watched the two sides stand down “Working WITH Vilgax? Ugh…I should have stayed in the Null Void”

-Earth, Niagara Falls-

“This is just the worst” Gwen sighed, doing her best to ignore what was going on in front of her as she finished her ice cream.

“What’s wrong, did you get a bad batch or something?” Ben asked obliviously, happily munching away on his own treat.

Gwen glared at him “The ice cream’s not the problem” well, it was….just not the taste.

After Gwen had regained consciousness and realised this wasn’t just a bad dream (and after promptly fainting again), Ben suggested that they grab a snack and ‘celebrate’ watch’s latest feature. Gwen had thought this might give her a few minutes of peace as the ‘heroes’ were busy eating, but she’d quickly realised how naive she’d been.
Turns out when you give a group of very attractive alien girls popsicles, and have them compete for the same guy’s attention, things can get…’intense’.

“Mmh, delicious~. Thank you for the sweet treat, ‘partner’” Crystal Knight said, giving her treat a slow, deliberate lick.

“A little ‘sticky’, but I don’t mind a bit of mess~” Pinball giggled as she sucked on her own.

Gwen felt her face burn with embarrassment, because while Ben failed to react to their flirtations the other tourists most certainly did. One family had fled the area, the parents covering their kid’s eyes, while a table full of teenage boys sat with their jaws practically on the floor as they watched in envy and awe.
The poor ice cream vendor gripped the side of his cart like a lifeline, swallowing nervously as he watched Armizon licked some ice cream from her lips while Mantrap swallowed her treat whole.

“Ok, we need to do something. Come on grandpa, let’s-grandpa?...(groan) Seriously?” Gwen scowled as she turned to Max, who was so entranced by the scene he hadn’t even noticed that his own ice cream had long since melted in his hands.

As Gwen tried to snap him out of it XLR8 zipped over to Ben, not so subtly pushing her aside as she slid next to her ‘partner’.

“Hey coach, what flavour did you get?” XLR8 asked ‘innocently’ “I got strawberry.” he replied, tossing the now empty stick into a nearby trash can.

“Can I try some?” she asked while Ben blinked in confusion “But…I already finished it”

“I’ve got a way around that~” she grinned, staring meaningfully at his lips.

Gwen shot to her feet “Ok, that’s enoug-!”

She didn’t get to finish before XLR8 was unexpectedly interrupted by B-Holder, who pulled Ben away (“Hey!” XLR8 whined) into a side hug while holding up a camera for a selfie. Gwen’s eye twitched as she watched Ben’s face get ‘smushed’ against the side of her chest. Her cousin, surprised at the sudden contact, failed to register just how intimate his position was before smiling for the photo.

“Hmm, not bad…but maybe we should take some more to be sure~” B-Holder smirked, preparing to snap another when Hearts Fire and Wild-Gal popped up behind them.

(“Is this what being popular is like?”) Ben wondered, as he was pulled back to sit between the two of them.

“Don’t go hogging him all to yourself” the fiery ‘hero’ pouted.

“That’s rich coming from you” Ripjaws snarked, making her way over and flicking her on the ‘nose’ “The only one of us who’s spent more time with him than you two is Armizon”

“Don’t bring me into this” the amazonian beauty said flatly, though internally she couldn’t help cheer a little at that fact.

“It can’t be that much of a difference, right?” Ben asked self consciously.

“There is a…‘slight’ disparity in how often certain of us have been summoned” Cerebra admitted reluctantly, while Gwen grumbled “It doesn’t feel that way”

“Well now I feel like a jerk” Ben slumped, his ‘partners’ immediately panicking as they tried to assure him it wasn’t his fault.

“No, I haven’t been fair” Ben admitted, before looking up determined “But from now on I’ll make sure no one gets left out” he promised.
“And how are you going to do that when there’s only one of you, and thirteen of them?” Gwen asked.

Ben scratched his head in thought “There’s not any alien tech that can, like, copy people, is there grandpa?” he asked entirely seriously “It’d be handy if I could spend time with all of them at once”

“Huh? O-oh, no. Not on Earth anyway” Max replied, snapping out of his daze.

“Aw, that sucks. Well I guess we’ll need to plan things out, maybe spend time together in groups?” Ben suggested “What do you guys think?....Guys?”

His partners were in no state to answer him as they were all focused on the same thought.

(“Thirteen Bens~?”)

“I guess they need to think about it” Ben shrugged, while Gwen looked between the blushing ‘heroes’ and her ice cream before tossing it away “And with that, I’m not hungry anymore” she gagged.

-Megacruiser-

Bevin sat bored out of her mind as Vilgax ran another scan of her mutated form, focusing on a cowering Argit while the warlord finished his tests.

“So how many of our guys made it?”

Her sleazy first mate stammered out a reply as he tried to stay out of Vilgax’s line of sight “Well let’s put it this way, the line for the bathroom is gonna be a lot more manageable” he joked weakly.

“Great” she huffed, turning back to Vilgax as he finally lowered his scanner.

“Interesting. Your DNA has clearly merged with the Chaquetrix, just as the young Tennyson’s has” he said, pausing as he reviewed the data.

“Yeah, sooo interesting” she snarked “So how are you going to fix this?”

“With the Chaquetrix under my control, it would be a simple matter to remove the alien DNA from your body” Vilgax replied honestly. He wasn’t going to, but it would be rather simple for him to do.

“And how do we get the watch off of him? That thing is stuck on tight” she pointed out.

“With my understanding of the Chaquetrix combined with the data I’ve gathered from your DNA, I can construct a device that will nullify its genetic lock” Vilgax explained.

“And once you’ve got it WE get paid, right?” Kraab asked, his fellow mercs staring at the warlord expectantly.

“You will be fairly rewarded for your services” Vilgax confirmed disinterestedly.

(“Problematic alien gibberish?”) EightEight asked, earning a wary side eye from Kraab “.. What's wrong with you?”

Bevin gave them a confused look “How about a translation for people who don’t speak gearhead”

“Bah, she just wants to know if she can have the human to ‘play’ with when you're done with him” Vulkanus said, Bevin’s eye’s narrowed as she turned to the female hunter. “Back off ‘sister’, Ben is mine!” she snapped.

Vulkanus blinked in surprise before snorting in amusement “Should have known you’d be into him too. Guess all that power you got came with some strings?” he asked mockingly.

Bevin, flushing in rage and embarrassment snarled back at him “I-I’m not ‘into’ him! It’s just if anyone is going to...destroy him, it’s going to be me” she mentally cursed at her hesitation when the mercs shared a knowing look, even Argit (the traitor) gave her a look of ‘really?’

“Yeah, I’m sure you want to ‘destroy’ him” Kraab quipped.

“Enough yapping!” Bevin roared, refusing to look back at Vulkan’s mocking grin “Let’s just go get this over with”

“Patience” Vilgax said, continuing his work on his device “We can only track him when the Chaquetrix is in use”

An alarm rang out from Vilgax’s workstation, as the warlord brought up the screen a strange map appeared with one location blinking green.

“How about that for timing?” Argit whispered to Bevin, who watched the screen with an unreadable expression “Wonder what he’s up to?"

-Earth, Niagara Falls-

Gwen let out a tired sigh as she collapsed against the guard rail of the cable car, the events of the previous three hours having taken their toll.

“I need a vacation from this vacation” she muttered, deciding to try and enjoy her brief moment of peace.

Behind her, Ben was eagerly showing off the photos he and his ‘partners’ had taken during their exploration of the area. While Max was glad to see Ben enjoying himself, he still couldn’t help but worry about him…or feel slightly jealous, as much as he felt ashamed for doing so.

“Bungee jumping with Mantrap, XLR8 and B-Holder. A haunted house with Scream Queen and Pinball. A BBQ with Heart’s Fire, Wild-Gal and Ripjaws. A flying race with Stingwing, Cerebra and Ultra-T. And a hero workout with Armizon and Crystal Knight. This has been the best day ever!” Ben happily rattled off, while Max was more focused on the photos themselves.

“Well it certainly seems like you’re gotten…closer with them” Max said hesitantly “Honestly a bit too close maybe, I’m going to talk to them when we get back”

“Ugh, you sound like the dweeb” Ben huffed, ignoring Gwen’s offended glare “Maybe because he knows I’m right?” she snarked.

“I’ve just noticed there doesn’t seem to be that many photos here, despite how much film they used” Max realised, a little miffed that he now needed to go buy some more.

“Oh right, they said they were going to take some more photos while we were on this thing” Ben explained, gesturing to the cable car “Said they wanted to surprise me with them, as thanks for the fun we had today”

Gwen and Max were suddenly very alert “They can keep their ‘surprises’ to themselves!/ Maybe you should let me see them first” Gwen screamed/ Max suggested before looking away from Gwen’s disgusted side eye.

“You guys are being weirder than usual today” Ben said bemusedly.

Before Gwen could reply, the cable car rocked violently as something landed on the roof “What the hell?!” Max grunted, doing his best to keep the kids safe.

There was a loud ‘whirring’ sound just before a red energy saw sliced through the roof, as the Tennysons scrambled back a pair of metal claws ripped the roof open, revealing three very familiar bounty hunters.

“SixSix, SevenSeven AND EightEight?!” Gwen gasped while Ben slapped on his Plumber disk “Oh come on, not her again!”

EightEight let out an electronic giggle (“Flirtatious alien gibberish”) Ben shuddered as he backed away.

“This thing is going to fall any second, we need to get out of here” Max said Gwen gave him a panicked look “And go where? We can’t jump that far!”

Ben looked between the hunters overhead and the cliff edge about twenty feet away, pulling up his hood he grabbed hold of Max and Gwen as they backed up towards the rails “Ben, what are you-?”

“Trust me, I’ve got a plan” the sound of his jet boots powering up caused them to tense.

“BeeeEEEEENN!”

The hunters froze in disbelief as Ben used the boost to pull his family over the side of the car, sending them into free fall.

(“...confused alien gibberish?”) SevenSeven asked (“Impressed alien gibberish~”) EightEight replied just as a bright flash of purple lit up the area.

-Moments earlier-

“And that’s a wrap!” B-Holder cheered, lowering the camera while Cerebra and Scream Queen looked over the collection of photos.

“Pinball, you really worked it girl!” XLR8 congratulated, with Pinball blushing at the praise “Oh, stop. You looked way better than me”

“Thanks for helping with my shots, you’re a lot more flexible than I expected” Mantrap said to a flustered Crystal Knight as she readjusted her leotard “(ahem), yes well, it was certainly an…experience”

“Oh, I can’t wait for Ben to see these” Heart’s Fire giggled, striking a pose while Ultra-T’s circuits flashed in excitement “Not to brag, but we look H-O-T”

“Yeah, I-” Stingwing went to reply before the sound of metal striking metal echoed through the valley “What the heck was that?”

Rounding the Rustbucket, the ‘heroes’ stared out at the falls to see the cable car shaking violently as several figures fell from it.

“Is that Ben?!” Ripjaws shrieked, holding her head in shock.

“Oh my god you weren’t kidding” B-Holder muttered numbly to a stunned Cerebra.

“What the hell is going? O-” Stingwing asked before vanishing in a flash of purple, followed quickly by Scream Queen.

Seeing them reappear over by the falling Tennysons, Armizon took off in a sprint towards the cliff edge “Come on girls, someone’s about to have a real bad day”

As the light faded Stingwing and Scream Queen found themselves now falling alongside their ‘partner’ and his family “Ben! What’s going-?”

“No time! Scream Queen, with me. Stingwing, grab grandpa and Gwen” he yelled, accepting Sceam Queen’s hand while Stingwing snatched Max up in her arms as Gwen grabbed onto her back “Now let’s get out of here!

Flying as fast as they could towards the cliff, they soon came under fire from the trio of hunters as they recovered from their shock. Dropping the humans off on solid ground, the pair turned back ready to face the hunters head on…just as Kraab burst out of the ground behind Ben.
With no time to react, Ben staggered as Kraab aimed his claw laser at the young hero’s head. Max attempted to draw his own sidearm but was forced to dodge as Vulkanus tore his way out of the treeline.

“Vulkanus and that crab freak too?” Ben cursed, as he and his ‘partners’/family were surrounded “Anyone else wanna try and kill me today?” he asked sarcastically.

“A generous offer” a chilling, raspy voice replied.

The ‘heroes’ felt a chill pass over them as they recognised the voice “No way…”

Dropping out of the sky, Vilgax struck the ground like a meteor as he rose to his full imposing height “VILGAX!” Max gasped, feeling the alien’s glare burn into him.

“And that’s not all” another chimed in, the warlord was soon joined by a familiar chimeric villainess.

“Bevin?!” Ben stared back in disbelief, the mutant gave him a taunting smirk “What’s the matter Ben, aren’t you glad to see me?”

“I take back what I said earlier” Gwen gulped “THIS is the worst”

“Surrender the Chaquetrix to me Tennyson” Vilgax ordered, raising his claw as the assembled mercs took aim “Or watch as your family pays for your defiance”

“Why would I do that?” Ben asked, his sudden confidence setting off warning bells in the warlord’s head.

“Don’t try and act tough” Bevin snarled “There’s seven of us and only two of your precious ‘partners’, you’re not getting out of this”

“You might wanna count again”

“What-GAH!” Bevin screamed as a black and blue blur skidded into the back of her legs, knocking her off her feet before coming to a stop beside Ben.

“Hey coach, hope we’re not late to the party” XLR8 grinned, as Kraab and Vulkanus were forced back as walls of green crystals/fire shot up between them and the humans.

(“Angry alien gibberish!”) SixSix snapped, aiming his weapons at the newly arrived Crystal Knight and Heart’s Fire before he and his siblings were blasted backwards by the combined firepower of Ultra-T and B-Holder.

“Impossible!” Vilgax raged, taking in the sudden reversal “How could a mere child have gained such control of the Chaquetrix?!”

The shaking of the ground behind him was the only warning he got, turning just in time to see Armizon swing her right fists up at him. The attack rocked him back, leaving him open for Wild-Gal to leap onto his shoulders and slash across his face with her claws.
Leaping away to avoid his retaliation, Wild-Gal let out a challenging ‘roar’ as she grouped up with her fellow ‘heroes’, all thirteen taking up positions around Ben and his family.

Letting Ultra-T merge onto his suit, Ben aimed his glowing wrist blade at Vilgax “You’re not getting your claws on the watch Vilgax, now how about ‘you’ surrender and we won’t kick your butts too hard”

As Vilgax and Bevin were joined by the five mercs, Ben turned back to Max and Gwen “You two should get out of here, this is going to get rough”

“We’re not going to just leave you here!” Gwen argued, while Max placed a hand on her shoulder.

“There’s not much we can do here” he explained, cutting off her protests by raising his hand “But there is something we can do back at the R.V”

Gwen’s eyes widened as she caught on to his plan “..Alright grandpa” turning back to her cousin she gave him a small, but genuine, smile “Don’t do anything stupid while we’re gone”

“No promises” Ben quipped, noting how Max asked for Cerebra to come with them.

“Sending them away only delays their fate” Vilgax hissed, the studs on his arms retracting as his limbs swelled. “Kill them if you must” he ordered his minions “As long as the Chaquetrix exists they are easily replaceable”

“Come and try it!” Armizon growled, charging forward to meet him head on. Their clash created a shockwave that threatened to split the very earth under their feet as the rest of the combatants joined the fray.

The brawl quickly devolved into a number of smaller fights, as each side attempted to gain the upperhand.

Armizon and Vilgax traded blows up and down the cliffside, the sheer force of two powerhouses clashing drove the other fighters back for their own safety.

“This struggle is pointless” Vilgax said, blocking another punch from the amazonian beauty “Once the Chaquetrix is mine you will serve me as a willing tool, your loyalty to that child means nothing”

Grunting as she took a blow to the stomach, Armizon grabbed hold of his arm with her lower arms before using her upper pair to deliver a blow to his neck.

“Even if you had the watch, we’d NEVER serve you” she spat, landing several more punches “We’re loyal to Ben because he sees us as more than just ‘tools’ or ‘playthings’, we’re his partners in all things” she glowered down at the recovering Vilgax “And that make him greater than you’ll ever be”

Catching her next swing, Vilgax delivered a swift headbutt before throwing her through several trees “Sentimental nonsense” he sneered as the battle raged on.

(Boom) “Missed me!” (Boom) “Nope!” (Boom) “Are you even trying?” XLR8 taunted, zipping out of the way of another shot from an increasingly enraged EightEight.

(“Furious alien gibberish!”) the female hunter roared, taking aim again just as a mass of vines pinned her arms to her sides.

“My friend here told me that you’re fond of putting OUR ‘partner’ in holds for your own enjoyment” Mantrap said with a deceptively calm voice “How about I show you how it’s really done?”

With a sudden twist, the plant based ‘hero’ forced EightEight into a ‘reverse prayer’ position. Struggling against her bonds, the hunter managed to activate her wrist mounted energy saws to cut through the vines. Fighting to regain her balance as the vines receded, EightEight was left open for XLR8 to speed in and deliver a flurry of kicks.

“You’re not getting off that easy!”

“Grah! Hold still you mutt!” Swinging wildly, Vulkanus could only scream as he missed his target once again.

With a snarl Wild-Gal pounced on the brute, biting into his arm as he held it up to defend his face “Get off-OOF!”

The wind was knocked out of him as Pinball collided with his back, allowing Wild-Gal to kick off him while taking a chunk out of his armour.

Unfolding next to her fellow ‘hero’, Pinball stared back defiantly as Vulkanus held his wounded arm. “Ben gave you the chance to surrender, I’d take his offer before this gets worse”

The brutish merc spat on the ground “I’m not surrendering to a ball of fat, and some bitch in heat!”

“GRR…what…you say?!” the feral ‘hero’ snarled dangerously.

“Oh dear, you shouldn’t have said that” Pinball tutted.

“Hah! As if I'm scared of he-(ROAR!) Agh! Not the face! Not the face!”

Having been knocked over the edge and into the water, Ripjaws thought she’d have the advantage. Typical that she’d get the one enemy as at home in the water as she was.

“I’ll admit, I’ve always had a soft spot for you Volann girls” Kraab leered, dodging her charge.

“You keep that claw to yourself or I’ll bite it off!”

“Kinky” he laughed mockingly, aiming his claw for a shot.

“I don’t think so” came a raspy voice as a gloved fist collided with his face.

“You again?” he grunted, shifting his focus to Scream Queen as she floated into view “Didn’t you learn from last time?” he taunted, firing the same orange slime from their first fight…which harmlessly dispersed into the water between them “...Oh crap”

“You got that right” Ripjaws growled, bursting through the orange ‘cloud’ and biting down on his claw arm.

“Gah! W-wait, can we talk about this?” the cybernetic hunter tried to beg.

“What do you think?” Scream Queen asked mockingly, before driving her fist into face.

SixSix and SevenSeven let out grunts of pain as they were thrown back, the pair digging their boots into the ground as they fought to regain their balance.

“What’s the matter boys, don’t tell me we’re too much for you to handle?” Heart’s Fire teased, tossing a fireball while Stingwing flew overhead to pepper them with slime shots.

(“alien gibberish!”) SixSix swore, bringing up all four of his blasters as he tried to bring Stingwing down.

“Hey now, language” B-Holder playfully admonished, closing all of her lesser eyes before unleashing a large blast from the large eye on her stomach.

As SixSix was blasted off his feet, SevenSeven fired a volley of missiles as the optical ‘hero’ that were intercepted by a crystal wall.

“Thanks CK!” B-Holder said, moving to help Heart’s Fire keep up the pressure on SixSix as Stingwing hovered over the crystalline ‘hero’.

“You seem very proud of that armour” Crystal Knight noted, shifting her arms into blades “Let’s see how confident you are without it”

“This is all your fault!” Bevin snarled, her diamond arm crashing against Ben’s energy blade as the young hero did his best to fend off her attacks “Messing up my body, messing up my head, it’s all because of you and that dumb watch!”

“No one made you try and steal the watch’s power Bevin, that was all you!” Ben shot back, raising his left arm as Ultra-T upgraded the explosive pellets into a ‘shotgun’ blast. Forcing the girl back with a smoking face as Ben delivered an energy slash to keep her on the defensive.

“And the whole messing up your head thing was Ghostfreak’s fault” he continued “Not that you were all there before”

“Shut up!” Bevin snapped, blitzing forward to catch him in a bear hug “Don’t act like you’re some saint, you left me on that ship to rot!”

“Unhand partner-Ben this instant!” Ultra-T warned, firing her eye laser into the girl’s chest and breaking her hold.

Grunting, Bevin clutched at her stinging chest while Ben caught his breath “Right in the…don’t think I’m going to forgive you just because you’re cute!” freezing as she realised what just slipped out.

Ben flinched back “...Please don’t say you’re going to try kiss me again”

Bevin spluttered as a blush formed over her face “I-I don’t want to kiss you idiot! It’s that dumb watch’s fault, it's making me act like them!” she protested, pointing at Ultra-T as the technopathic ‘hero’ glared back at her.

“They don’t act anything like you!” Ben shot back, causing Bevin’s eye to twitch.

“Ugh, you dense little-!” Bevin fumed, buzzing her wings as she flew forwards as Ben charged up another strike.

When Max, Gwen and Cerebra finally reached the Rustbucket, Max told Gwen to grab Ben’s hoverboard while he and Cerebra got to work on the Null Void Projector. As she exited the R.V with the board, she spotted a stack of photos on a picnic table beside the vehicle, and Ben’s earlier words came back to her.
Reluctantly, she approached and flipped over the first photo…and slammed it back down with her face flushing bright red.

“Nope!” gathering them up, she made her way over to the cliffside and dumped them over the edge “I think we’ve had enough of ‘that’ for today” she said firmly, before hurrying back to the R.V to wait for Max and Cerebra to finish their work. Unaware that they were being watched from the bushes.

“Ok big guy” Argit said “You’re up” he chuckled maliciously as the three eyed Tetramand prepared to act.

Back at the fight, Armizon wiped her mouth to clear away some blood “It’s like fighting a meteor, if the meteor could punch back” she grunted, raising her arms to continue fighting.

Opposite her Vilgax stood ready for the next clash, while outwardly he appeared as immovable as ever, in reality the fight had taken its toll.

(“This is not how this was supposed to go! No matter, once Tennyson is captured I can force the Chaquetrix into a shut down, and-”)

His plans were interrupted as Bevin was launched out of the trees towards them, torso still smoking from the last attack as Ben rocketed in after her.

“Hey Armizon, you need some help?” he offered, as Ultra-T shifting his taser glove into a pseudo railgun while taking aim at his towering foe.

“I had him on the ropes…but I’d never turn time with you down, short king” she grinned back, feeling more confident in her chances with some back up.

“Pathetic, you couldn’t handle one human and his Mechamorph ‘pet’?” Vilgax mocked, Bevin snarling back “Says the guy who didn’t win his fight either!”

“Choose your next words carefully girl. Don’t forget that you need me for more than I need you” he threatened.

“(Tsk) Whatever” Bevin grunted, charging up a fireball “Lets just take them down before the rest of his girlfriends show up”

“My ears are burning”

Bevin and even Vilgax blinked in surprise as Heart’s Fire dropped down beside Ben, a smoking and unconscious SixSix held in her arms “I thought you’d want this back” she joked, dropping him to the floor while Crystal Knight and B-Holder dragged an equally battered SevenSeven behind them as Stingwing landed nearby.

“wwwaaAAAAHHHOOF!”

Almost immediately after their arrival, the bruised and bite mark covered Vulkanus landed in a whimpering heap as Pinball bounced off him and rolled back towards a snarling Wild-Gal.

“I told you you shouldn't have said that” Pinball sighed, unrolling as a black and blue blur shot past carrying a struggling purple figure.

“Don’t mind me, just here to complete the set” XLR8 said cheekily, dropping a bound and gagged EighEight beside her brothers “Nice work on those knots by the way”

“Thank you” Mantrap said appreciatively “I think it’s some of my best work”

“Damn, are we the last ones here?” Ripjaws asked, strolling into the clearing with the upper half of Kraab’s robotic body, sans his claw arm.

“If you’d climbed faster we wouldn't be” Scream Queen sighed “I could have if SOMEONE had helped carry this guy” the aquatic ‘hero’ replied flatly.

“Hope you didn’t pay these guys in advance” Ben joked while Bevin muttered about how she ‘knew she couldn’t trust those freaks’ “So, you gonna give up now?”

Then to everyone’s confusion, Vilgax laughed “I wouldn’t be so sure of your victory just yet, Tennyson”

As Ben wondered what caused his sudden change in moods, B-Holder gasped “Ben behind us, he’s got Max and Gwen!”

“What?!” whipping around, Ben saw his hoverboard approaching…with Max and Gwen slumped across it as a rodent-like alien held up the Null Void Projector.

“Argit? What are you doing here?” Bevin demanded.

“He’s here on my orders” Vilgax admitted “A backup in case you proved incapable of completing your role…as you clearly did”

While Bevin bristled at the insult, Argit sneered down at Ben “So you’re her ex huh? You don’t look like much, considering how often she’d go on about you” he snickered.

“S-shut it!” Bevin ordered, before realising that something was missing. Or rather, someone “Where’s the little brainiac?”

“Who?” Argit asked in confusion before wincing as something pulled out a quill.

“I believe she’s referring to me”

Looking back in shock, Argit was just in time to see Cerebra jab the quill into his arm before she dropped down onto Max’s back “Oh…ohhh craaaa-”

As Argit dropped from the board, the Null Void Projector tumbled from his hands as everyone’s eyes widened.

“Don’t let them seize it!” Vilgax warned, trying to rush forward but finding himself tackled by both Armizon and PInball.

Bevin attempted to use her speed to reach it first, only for XLR8 to snatch it away at the last moment. “NO!”

As she was quickly blasted back by the combined firepower of Heart's Fire, B-Holder and Mantrap, the speedster tossed the Projector over to Ben “Take the shot coach!”

Grabbing the device out of the air, Ben leveled it at the struggling warlord “Armizon! Pinball!”

With that call the two ‘heroes’ were de-summoned, leaving Vilgax to stagger at the sudden imbalance, and be left totally exposed for Ben to fire.

“NO!” he yelled, dodging the shot only for the portal to form behind him and begin pulling him in “NOOO!” his attempts to anchor himself to the earth were foiled as Ben used the ‘railgun’ gauntlet to tear up the ground at his feet “This is not the end, TENNYSOOOOOOONNNNN!”

The portal snapped shut with an unsettling ‘crack’, the ‘heroes’ not dropping their guard until Ben lowered the device.

“Oh thank god that’s over” he sighed in relief, resummoning Armizon and Pinball as he went to check on Max and Gwen.

“Hold on ‘partner’” Stingwing said, drawing his attention back to them “There’s still one last loose end”

Following her gaze, he saw Bevin slowly begin to pick herself up before freezing as she saw just how hopeless her situation was.

“D-damn it” she coughed, her various injuries finally catching up to her “So this is it huh? You’re gonna blast me with that thing, then go off and celebrate with your ‘partners’” she asked, sounding utterly defeated.

“Yup/ Affirmative/ Sounds about right/ Hell yeah!/ Uh, yeah?” came the various replies from the ‘heroes’.

“Y-you didn’t have to agree so quickly!” Bevin yelled, flinching as Ben approached.

With his expression hidden behind his hood, Ben went to raise the Projector…and stopped. Bevin blinked in surprise as Ben instead reached into one of the suit’s pouches and pulled out a small badge.

“Grandpa told me about the Null Void” he started, ignoring her confused look as he considered the object in his hand “Vilgax might deserve being stuck there but I don’t think you do”

“So…you’re letting me go?” she asked hopefully, Ben gave a fake laugh “Hah, no” he replied flatly “Even if all the crazy stalker stuff you pulled was Ghostfreak’s fault, you did a bunch of crimes before that”

“I’m gonna call some friends to take you in” he continued, holding up the badge “But if you stop fighting, I promise I’ll work with them to try and fix you”

Pulling down his hood, despite Ultra-T’s protests, Ben gave Bevin a determined look “I said it before, you could use your powers to help people instead of hurting them and I still think you could. So, what do you say?”

Bevin looked up at him with a conflicted expression. She didn’t want to get locked up, but having a chance to fix her body? Not to mention the lingering effects of the watch mixing with memories of the last time he’d offered her this choice, that same look in his brilliant green eyes….

Taking a deep breath, Bevin made her decision.

“I was hoping she’d say no” Heart’s Fire huffed, crossing her arms as she watched Bevin be led onto the Enforcer’s ship by Synaptak while a few of the other ‘heroes’ helped carry the other villains aboard.

“I was hoping ‘she’ wouldn’t show up” Pinball muttered, watching as Ben chatted with Tini while Armizon stood protectively beside him.

“You defeated Vilgax a second time? Now you’re just showing off” Tini joked, earning a laugh from Ben while Armizon glared down at the shorter woman.

“Thanks, but I couldn’t have done it without my partners” he smiled up at Armizon “Besides, Armizon did most of the heavy lifting. She was totally kicking his butt!”

“Ah well, you know. Just doing my job, short king” the ‘hero’ blushed, seeing this Tini gave her a curious look “..Is there a problem?” Armizon asked.

“Just thinking about how impressive you both are” she admitted “Maybe Ben’s not the only one I should be keeping an eye on~” she winked, stunning the taller woman “Maybe the three of us could do some ‘special’ training~?”

“Really?” Ben asked naively “What do you think, Armizon?”

“W-what? Y-you and me…with her? I-I uh, did-did it get hot out here?” the poor ‘hero’ stammered at the unintended implications, while Ben was left even more confused as Tini gave a good natured chuckle at her reaction.

“Thank god she isn’t around full time” Gwen groaned, still feeling stiff from the effects of Argit’s quills as she (reluctantly) allowed Cerebra and Ultra-T to check her for any lingering effects.

“For once we are in agreement” Ultra-T said, as Cerebra stared down at her chest with a sigh “Indeed. It’s hard enough to compete with one of her, let alone two”

“Not what I meant” Gwen grummbed.

Max meanwhile, was giving doing his best to report the situation to Ultimos while ignoring the conversations going on around him “There should be a Tetramand a little ways back, I managed to take him down before the porcupine fella got the jump on us”

“Not to worry Max Tennyson, we’ll be sure to round up every last one of these villains” the bombastic hero promised “Though while we’re here, I did have a few more questions I didn’t get a chance to ask last time..”

“Oh please no” Max whimpered.

-That night-

After a long and exhausting day, the Tennysons and Ben’s ‘partners’ made their way back to the Rustbucket. The ‘heroes’ were initially upset that their ‘surprise’ had gone missing, with Gwen successfully bluffing that Argit probably stole it.

“We can deal with that in the morning” Max insisted (“Or we can just never mention it again”) “But right now, I think we’ve all earned some shut eye”

“(yawn) Yeah, I’m beat” Ben agreed “But first we need to sort out where they’re going to sleep” he pointed towards his ‘partners’

Gwen and Max froze up as if they’d been paralysed once more “...What?”

“I figured that since party mode is a thing now they could stay over, like a sleepover y’know?” Ben continued on innocently.

“NO! I mean, the Rustbucket isn’t nearly big enough for everyone to sleep in” Max tired to reason with him.

“I guess you’re right” Ben agreed, his ‘partners’ slumping at his admission “So maybe we could rotate who gets to stay out each night, what do you guys think?” he grinned up at his ‘partners’ while Max and Gwen shared a horrified look.

“Sleep…over?” the ‘heroes’ whispered excitedly.

“Dibs first!” Heart’s Fire shouted, rushing for the door.

“Hey no fair!” Stingwing buzzed, while the others quickly devolved into their own arguments.

“So much for a good night’s sleep” Max sighed, resigning himself to keeping watch “I’ll need to set up a security system for the rest of the trip”

Gwen meanwhile, after realising this would be her life for the rest of the summer reacted accordingly…and collapsed in a dead faint.

-Non Canon Omake-

Ben Tennyson, the hero of the Highbreed wars and champion of Earth, thought he was prepared for anything when he followed Aggregor into the Forge of Creation.

But he had to admit, coming face to face with a ten year old version of himself definitely was not what he expected.

“Wait, so you’re me in the future?” Young Ben asked excitedly “Awesome!”

“Was I really this…much…when I was a kid?” Ben whispered to an amused Gwen.

“Hmm, no I think ‘this’ you is a lot more put together” she joked, earning a laugh from Kevin.

“Oh! How many heroes do you have now? I’ve got thirteen partners right now” Young Ben asked.

“I’ve unlocked over thirty at the-Wait…partners?” Ben asked, just realising what the younger him had said.

“Hey did we ever figure out more about party mode?” Young Ben asked, confusing his older self even more.

“What’s party mode?”

Young Ben looked like he’d just been told Christmas had been cancelled “You’re kidding? You know, this” he held up the watch and..

“Hold on, that's not the Omnitrix-” Kevin started to say before a burst of purple light filled the area.

When it died down the trio took in the scene with various reactions.

Gwen let out an indignant splutter as she took in the ‘heroes’ form fitting and revealing clothing.

Kevin, after getting over his shock, burst out laughing while calling him a “Lucky s.o.b”

And Ben’s brain simply locked up as he watched thirteen beautiful women eagerly crowd around his younger self.

“Hey Ben, what’s up with this place?” Heart’s Fire asked, taking in the white void around them.

“I..have no idea” Young Ben admitted carelessly “But forget about that, check this out” he pointed towards his older self “It’s me from the future, how cool is that?”

Ben tensed up as he felt all eyes turn to him “Um…hi?”

“Oh. My. God” B-Holder whispered.

“You…” Crystal Knight started.

“You get even hotter!” XLR8 cheered.

“Right? I-wait what?” Young Ben blinked, watching as his ‘partners’ practically dragged his older self over so they could gush over both of them.

“G-gwen! Kevin! A little help here please!” Ben stammered, wondering just what was wrong with whatever timeline this version of him came from.

“H-hey, you get off them right now!” Gwen snapped, rushing over to save her cousin(s) from the aliens’ affection.

Kevin meanwhile continued to laugh “Oh man, whatever else happens today. It’s totally worth it just for this!”

Chapter Text

-The skies over the North Atlantic Ocean-

Ben grinned excitedly as he stared out the window of the private jet he and his family were traveling on, with Max reclining in his seat while Gwen sighed contently as she sipped on her drink.

“Taking a billionaire’s private jet to check out his brand new hotel as VIPs? This might be one of the coolest things we’ve done all summer” Ben cheered, turning to face Max “Thanks grandpa, you rock!”

Max gave him a warm smile “Aw there’s no need for that, I’d do anything for you guys”

“I bet my partners will love it too” Ben added, causing Gwen to choke on her drink.

“Wh(cough) what?” she hacked “You’re not calling them out for this!”

Ben frowned at her “Why not? They deserve to enjoy this too” he argued. Beside him Max cleared his throat.

“I know it might seem unfair Ben, but I think I’d be for the best if you didn’t call your ‘partners’ for this trip” seeing Ben about to reply, Max continued “This is meant to be a special preview for a handful of selected guests, it’s not fair on them to have thirteen more people just drop in unexpectedly now is it?”

Ben’s face twisted as he listened “It’s just for the next two days, and of course if there’s an emergency you can still call them to help” Max said, trying to soften the blow.

Opening his mouth to reply a few times, Ben finally slumped back in his seat dejectedly “...Alright grandpa”

Max’s heart ached at seeing him so down, though he saw Gwen looked positively ecstatic at the news (“No matter what, someone was going to be upset”) he thought glumly as the plane started its descent.

After touching down on top of a large circular construct, Max led his grandkids off of the jet towards two individuals in matching outfits. Both wore red sweaters and white pants with one being a thin, gray haired man roughly Max’s age while the younger figure appeared to be around Ben and Gwen’s.

“Max Tennyson, it’s been for too long” the man greeted cheerfully, Max smiling back at his old friend before accepting his handshake “How are you Donovan?”

Donovan smiled widely “Well with sixteen resorts worldwide, I’d say I’m doing pretty good” he laughed “Glad you finally decided to see how the better half live” he joked.

“These are my grandkids, Ben and Gwen” Max said, gesturing towards his disappointed grandson and excited granddaughter.

“And this is my grandson, Edwin” Donovan replied, gesturing to the similarly dressed young boy beside himself.

“Hello” Gwen greeted cheerfully with Ben adding his own, less enthusiastic, “Hey”

“Yeah whatever” Edwin mumbled disinterestedly, managing to earn equally surprised/annoyed looks from Ben and Gwen.

“Well enough standing around, it’s time to take the plunge” Donovan said, eagerly leading them inside the structure.

A short elevator ride later and the group was now at the resort’s entrance, a much grander raft-like tram that led down to the main resort through a windowed tunnel. The views from under the waves captivated the kids, with even Ben’s mood being lifted at the sight of all the aquatic life.

“It’s certainly an impressive view Donovan, but are you sure this was the safest place to build?” Max asked, causing Donovan to quirk a brow.

“Do you mean underground fault lines? I assure you there’s no danger of that” he tried to reassure his old friend.

“I meant the fact that your resort is smack dab in the middle of the Bermuda Triangle” Max replied, catching Ben and Gwen’s attention.

Donovan just laughed “Haha, oh Max you always were a worrywort” he said, brushing off his concerns.

As they continued their descent Ben noticed that Edwin was not paying attention to the view, instead his attention seemed to be on a PDA. Curious, Ben scooted over to look over his shoulder, ignoring Gwen’s whispered threats to ‘behave’.
While Edwin gave him an annoyed (and panicked?) glare as he tried to angle the screen away, Ben managed to catch a glimpse of the screen. And the picture of a very familiar figure it displayed.

“Is that Heart’s Fire?” he asked, causing Max and Gwen’s heads to snap in their direction.

Edwin blinked in surprise “You know about her-er, them?”

“You could say that” Ben grinned slyly, ignoring Gwen’s mutterings of “Unfortunately”.

Donovan gave a thoughtful hum “Ah yes, those ‘superheroes’ that have been popping up all over the news recently” he gave Edwin a proud look “It pays to stay up to date on current trends, and those girls have certainly caught the country’s attention”

“For all the wrong reasons” Gwen grumbled while Ben grinned widely.

“They are pretty awesome” he said, Edwin’s expression softening just a bit at his honest praise.

“Is there a one that you… you know?” Edwin asked hesitantly. A blush on his face as his attention drifted back to the photo, much to his Grandfather’s amusement at his celebrity crush, while Gwen rolled her eyes and Max gave him an understanding look.

Ben gave a noncommittal shrug before leaning back into the seat “Nah, no way I could choose just one” he replied, missing the point and becoming confused at Edwin’s shocked and embarrassed expression and Max/Gwen’s facepalms.

“He certainly takes after you, eh Max?” Donovan laughed, much to Max’s dismay “So people keep telling me” he sighed.

Finally reaching the end of their ride, the group disembarked, making their way through one of the many viewing lounges. As they did so, Max noted that the only other people in sight were staff members.

“I don’t see any other guests. Are we early or late?” he asked, earning a frustrated sigh from Donovan.

“About that. Turns out the rest of the guests will either be delayed, or have had to cancel at the last moment. Such a waste” he explained irritatedly, before putting on a warm smile “But on the bright side, you get the full run of the place for two days. Gives us plenty of time to catch up”

Ben stopped as he stared at his watch, a worrying grin on his face “So if no one else is coming…could I bring some guests?”

Donovan gave him a confused look “I..guess. But it’s a bit late for that now, isn’t it?”

Max however knew exactly what he was planning “Ben don’t…!”

An intense purple flash filled the corridor before fading to reveal a tired Max, a furious Gwen, a stunned Donovan and Edwin, and a very excited group of ‘heroes’.

“Hello again Ben” Crystal Knight greeted politely, before taking notice of her surroundings “What’s this?”

“A five star undersea resort” he replied, catching their interest. Ripjaws in particular seemed the most interested in the news, while Heart’s Fire appeared quite nervous.

“We’re getting the VIP treatment and he (Donovan waved back uncertainly as they all turned to him) said I was allowed to bring some guests along” Ben explained, looking up in surprise as Pinball placed a hand on his shoulder.

“I’m sorry Ben, but did you just say you got us VIP treatment at a luxury resort?”

“Well grandpa got us the invite, but I asked if you guys could join us” he said, missing how Max grimaced at being given the blame…sorry, credit for this opportunity.

A black and blue blur swept Ben off his feet and into a hug “Aw coach, you’re the best!” she squeed, pressing his face into her chest.

As Ben was passed from one hug to the next, much to his embarrassment at their ‘sappiness’, they bombarded Donovan with questions.

“Do you have a spa?/ You gotta have a pool right?/ Are those windows safe?/ Do the rooms have double beds?~” Armizon/ Ripjaws/ Heart’s Fire/ Scream Queen asked.

Donovan staggered back from the sheer volume, as he tried to answer them all “I…Yes, we do. Nine actual-wait what was that last one?”

“These windows aren’t going to break right?” Heart’s Fire repeated, nervously moving back.

“I meant about the bed-/ Heart’s Fire, are you…scared?” Donovan tried to clarify, only for Ben to inadvertently cut him off.

The flaming ‘hero’ scoffed as she tried to appear relaxed “Me? Scared? Why would I be scared about being stuck under several millions tons of water that would extinguish me completely, with only a sheet of glass between me and it? That would be silly…” she trailed off with a fake laugh.

“...Right” Ben replied flatly “Anyway, I’m sure the windows are fine. Right Eddie?” Ben said, turning to Edwin who was starstruck at seeing his crush in the…magma.

“Huh? Oh, y-yes!” he cleared his throat, seeing a chance to look good in front of her “The glass is reinforced with micro-titanium threads, they can withstand ten atmospheres”

“Ok, alright. Good to know” she said, visibly relaxing “Thanks…Eddie was it?”

“Actually it’s Edwi-/ Eddie is fine!” Donovan was once again cut off, as his grandson hurried to agree with the ‘hero’. Donovan rolled his eyes fondly at his behaviour, while Gwen leaned in to whisper in Edwin’s ear.

“You really don’t want to get involved with this, I am, and I really wish I wasn’t”

“Well, now that you’re all here maybe we should start the tour” Donovan suggested, trying to regain control of the situation “If you’d follow me, we’ll start at the…”

While Donovan continued his speech, Max and Gwen shared a look as they watched Ben led his ‘partners’ after him.

“This is going to be a long two days” Gwen sighs as Max places a comforting hand on her shoulder.

“Maybe not. Maybe we’ll get lucky and they’ll be too distracted with the resort to cause too much trouble”

Given her flat stare it’s clear she doesn’t believe him. That’s fine.

He doesn’t believe himself either.

-Indoor Beach & Waterpark-

The tour didn’t get very far, with the group being sidetracked immediately by the pools just outside the hotel complex. After Ben, Gwen and Edwin had gone and changed into their swimsuits, Gwen ran into the first headache of the day.

“Looking good partner~” B-Holder grinned, all her eyes focusing on him while a blushing XLR8 gave a silent prayer for strength.

“This day keeps getting better and better” Stingwing whispered to Wild-Gal, as Scream Queen’s eye glowed bright “And we’ve only just begun~”

Ben rubbed his neck as he laughed off their playful ‘teasing’ “Are you guys going to get changed too?”

The ‘heroes’ were snapped out of their ogling as they realised one small problem “These are the only clothes we have” Crystal Knight admitted with a slightly embarrassed shrug.

“Oh darn. Such a shame. Guess you’ll have to sit this one out” Gwen said, Edwin quirked a brow at her obvious enjoyment of the situation.

Ben however was genuinely disappointed “Aw man, really? I wish we could get you guys some swimsuits”

A beep from the watch caught everyone’s attention before an electronic voice rang out “Request for loadout: ‘swimsuit’ detected. Confirm?”

Ben blinked in surprise as he looked between the watch and his ‘partners’, the group nodding back in varying degrees of certainty “Uh, yes? I mean…confirm”

As the humans waited for the flash to clear they were soon greeted by quite the sight. While Ripjaws was unchanged beyond swapping out her loincloth for some tie side bottoms, the rest had more drastic changes.

Heart’s Fire, Wild-Gal, Pinball and Mantrap now wore black and white bandeau tops with high leg bikini bottoms.
Armizon, Stingwing and B-Holder had purple halter tops with ‘cheeky’ bottoms.
Ultra-T, XLR8 and Crystal Knight had white crossover tops with ‘hipster’ bottoms.
Cerebra now wore a strapless black one piece that hugged her frame.
Scream Queen on the other hand had her straight jacket swapped for a (partially unzipped) white wetsuit that was so form fitting it might as well have been painted on.

As Edwin turned away with his face burning red, doing his best to try and remain respectful, he noticed that Ben was the only one not reacting with embarrassment. Instead he’d eagerly rushed forward and began talking about how great this was.
Meanwhile, Donovan and Max hurriedly and awkwardly excused themselves as Gwen sank to her knees in despair “...If I ever find out who made that thing, I’m going to take it and shove it up their-”

Somewhere in the depths of space, a certain scientist felt a chill run down his spine for reasons he couldn’t explain.

Ben let out a cheer while Crystal Knight held him close as they splashed down into the pool, the ‘hero’ surfacing with a satisfied look on her face as Ben swam back over to her.

“So what did you think?” he asked “I think I understand why Cerebra enjoyed her trip to the park so much” she laughed, a faint ‘blush’ visible on her cheeks.

As he grinned, Crystal Knight smiled fondly down at him “You kept your promise”

At his look of confusion she explained “You promised to take me to the next waterpark or beach you visited, and here we are at both” she giggled.

Ben blinked in surprise before giving an embarrassed smile back “I-I guess. We still need to go to a real beach though”

“I’ll look forward to it” she swam closer as he stared curiously up at her “But I still owe you a ‘thank you’ for this~”

“Ah, you don’t need to-/ Heads up!” Ben was cut off as XLR8 and Ripjaws shot out of the slide and splashed down beside them.

While Ben laughed and wiped the water from his face, Crystal Knight gave the pair a flat look “You’re timing is impeccable” she snarked.

“Eheh, sorry” XLR8 apologised sheepishly, knowing just how it felt to be on the other side of this situation…before taking the opportunity to grab Ben and speed him off to take her turn with him on the slide.

“...there goes the moment, I could have got a real kiss that time” Crystal Knight huffed, before freezing up as Ripjaws fixed her with a jealous stare “What do you mean ‘that time’?”

While the crystalline ‘hero’ dealt with Ripjaws’ questions, Gwen shook her head as she watched Ben fly out of the slide and land on top of Pinball, who was using her shell to float across the pool, before he was pulled away by Scream Queen.

“Despite the fact that they get in each other’s way so often, it’s still not worth dealing with them all at once” she sighed “Am I the only one who notices how messed up this is?”

Looking back, she saw a few of the other ‘heroes’ who were taking the opportunity to relax on the sun loungers, with Max and Donovan trying (and failing) not to stare. Glowering, her gaze eventually settled on Edwin as the boy awkwardly tried to ask a confused Heart’s Fire for an autograph “...Ugh, men!”

“Ugh, dweebs” a cheeky voice replied. Looking over her shoulder, Gwen shot Ben an unamused glare as he exited the pool.

“Short King!” Armizon greeted, pushing herself up from where she’d been lying…while leaving a noticeable pair of ‘indents’ in the sand “Are you going to join us in the ‘sun’?” B-Holder asked from the lounger nearby.

Ben looked up at a special set of lights aimed over the beach “They certainly feel like the real thing” he commented.

Seeing Ben join them on the beach, Max managed to pull his attention away from a stretching Wild-Gal long enough to remember his responsibilities.

“Oh, Ben” he called out while digging into his bag “If you’re going to sit under the sun lamps you’ll need some sunscreen” he finally fished the bottle out…for Mantrap to extend a vine and snatch it out of Max’s hand “Great idea sir, but don’t worry, I’ll take care of it~”

“Uh, ok. Thanks Mantrap” Ben said, making his way over as Max paled in the background.

“And maybe…once I’m done you could do me~?” she suggested, prompting Armizon and B-Holder to quickly ask as well.

Ben shrugged “Sure, I-”

“Like hell you will!” Gwen snapped, pulling Ben away from her while he demanded to know what her problem was.

Donovan cleared his throat “I…think we’ve spent enough time at the pool for now. We should continue the tour, yes?”

After drying off and changing back into their normal clothes, the tour continued without any further incidents, much to Gwen’s relief (though Mantrap would shoot her annoyed glares whenever they caught each other’s eye). After taking in Donovan’s prize submarine, ‘The Undersea Manta Ray’, the group made their way through another of the viewing galleries. As Stingwing cheerfully waved to a pair of surprised diving suit-clad window cleaners as they passed by, the lights flickered violently.

While everyone looked up at the lights, a few of B-Holder’s eyes managed to catch the divers slip from the ledge as the suction from the water extracting fans beneath them suddenly increased. Fortunately their cable lines caught on the girder overhead, unfortunately our heroes weren’t the only ones to notice their predicament, as a trio of sharks swimming nearby were drawn to their panicked thrashing.

“I can’t have two employees end up as shark food before we open. The press will ruin me!” Donovan fretted, earning a flat look from Pinball.

“I’m not sure that’s the appropriate response to this” she commented, while Ben snapped into action.

“Ripjaws, Scream Queen, get them out of there!” he ordered, the spectral ‘hero’ phasing them both through the glass.

Once they made it through, Scream Queen set to work lifting the workers to safety while Ripjaws met the sharks head on. Ripjaws easily outmanoeuvred them, swimming circles around them before throwing them away from the resort by their tails.
While Ben, Edwin and the other ‘heroes’ cheered her on from inside, something caught her eye further out, a strange light coming from inside a deep ravine. Moving to take a closer look, she felt a gloved hand tap her on her shoulder as Scream Queen floated beside her.

“The humans are safe, we should head back inside before Ben gets worried” the spectre said, before noticing her thoughtful expression “Is there something wrong?”

“I thought I saw…” as she turned back, Ripjaws found that the light had vanished, if it had indeed been there at all “...Nevermind, probably just seeing things” shaking her head she allowed herself to be pulled back through the window.

As Scream Queen set her down, the two divers turned to address their saviours as Ripjaws leaned forward to help them up “T-Thank you! I thought we were gonnAAAH!”

Upon seeing her fanged grin they quickly scrambled away, leaving the ‘hero’ to stare flatly after them.

“You’re welcome” Ripjaws sarcastically called after them, still kneeling as Ben approached.

“You guys did great out there!” though his grin faltered as he fully took in the scene “What’s wrong?”

“I guess not everyone appreciates my winning smile” Ripjaws muttered self consciously, the divers wincing under Ben’s glare.

“It was just…unexpected to see her that close” one said defensively “I mean…anyone would be scared…” the other added awkwardly.

Feeling a spike of anger at their words, Ben decided to prove how dumb they were being. Reaching out, he placed a hand just under Ripjaws’ jaw. As the ‘hero’s’ eyes widened at the unexpected contact, Ben deliberately stepped closer until he was inches away from her face.
While the divers looked on in surprise, Ripjaws’ breath hitched in her throat as Ben gave her a warm smile.

“I don’t think she looks scary at all”

Having (in his mind) made his point, he shot the divers a look out the corner of his eye…only to find them blushing? Confused, he glanced over at the rest of his ‘partners’ only to find them all wearing expressions of surprise and delight.
Looking back at Ripjaws, he noticed she was blushing with an intense look in her eyes.
Weird.
Beside the ‘heroes’, Edwin looked on at Ben with a mix of disbelief and awe.

“How can he just…do that without freaking out?” he wondered “He’s so cool” he whispered, eyes shining with admiration.

A mortified Gwen looked back and forth between him and her cousin “No he isn't! He’s just too dense to realise what he’s doing….I hope” she replied, whispering the last part like a prayer to herself.

Donovan quirked a brow at Max “I see Edwin isn’t the only one who’s been learning from his grandpa this summer, eh Max?”

Max shook his head frantically, doing his best to ignore an inappropriate swell of pride “I had nothing to do with this!!”

Once the divers had apologised and been sent to rest and recover, Donovan had received a call from the maintenance staff regarding the malfunction.

“That power surge must have caused the water to recycle itself, causing a whirlpool effect, but it’s under control now” he assured them.

Sitting on Ultra-T’s shoulder, Cerebra gave him a curious look “Where is this facility’s power coming from anyway? We’re too far from the mainland for it to come from there”

“Oh it’s actually quite clever” Donovan replied, shifting into full business mode “We’re actually tapping into volcanic vents on the ocean floor, using them as giant steam generators”

“Volcanic vents you say?” Cerebra hummed, narrowing her eyes in suspicion “Would it be possible to see the generators? It sounds quite fascinating”

Donovan blinked in surprise “I…suppose you could” he quickly recovered, eager to show off more of his resort “Anyone who wants to see the power station, follow me. Edwin, could you lead the rest back to the hotel? The kitchens should be bringing out the buffet soon”

At the promise of food, most of the ‘heroes’ decided to follow Edwin back towards the hotel. Ben was about to join them when Cerebra called out to him.

“A moment please Ben?” seeing she had his attention, she continued “I was hoping you’d join us. It would be…nice to spend some time together” she finished, somewhat shyly.

Ben, despite really wanting some food, remembered his promise to make more time for each of his partners “I-Sure. A big machine that uses volcanoes for power? That could be cool” turning to the others, Ben encouraged them to head back and eat.

“We’ll try not to eat it all” XLR8 jokingly promised, while a still flustered Ripjaws leaned down to whisper to him.

“If you’re lucky, there might be some special ‘seafood’ waiting for you when you get back~” she offered, letting one hand trail down her stomach before resting at the top of her loincloth.

Ben, of course, failed to register any of that, and instead just innocently accepted her offer for a ‘meal’. Cerebra and Ultra-T suppressed some jealous grunts as the aquatic ‘hero’ finally left in high spirits. Seeing that they were somewhat upset (though he couldn’t begin to guess why), Ben gestured to Cerebra to hop onto his shoulder in an effort to cheer her up.
Smiling, Cerebra glady did so as Ultra-T fell into step beside him with Max deciding to join the group to continue catching up with his old friend…and try and stop Ben from turning on the old Tennyson Charm™ too much.

-Generator room-

Ben had to admit, while he didn’t understand a word of Cerebra’s explanation for how the steam generator worked, the actual machinery did look pretty cool. While Donovan was explaining just how much power it could generate, Ben’s eyes were drawn to a glowing purple panel on the main control console.

“What’s up with that weird glow?” he asked, drawing everyone’s attention to the device.

“That? That’s just a…backup generator” Donovan replied dismissively.

Before anyone could comment on his sudden shift in attitude he ordered the technicians to boost the power, as the machine flared into life great bursts of steam erupted from the various levers and pistons around the room.

“I have enough power to illuminate this place so bright that it’s visible five hundred feet above sea level!” he explained proudly.

“I see. Impressive” Cerebra replied neutrally, her eyes scanning the room intently.

As wisps of steam drifted around them, Ben felt a tap on his cheek as Cerbera whispered to him “What do you think Ben?”

Unsure of what she was getting at, but seeing that she and Ultra-T appeared tense, Ben decided to fall back on a ‘joke’ he’d heard from Heart’s Fire back in the retirement village.

“I think that I always knew things could get steamy between us” he quipped, hoping he’d remembered it right. Judging from their shocked yet pleased reactions, he guessed he did.

Ultra-T’s circuitry flashed rapidly as her ‘eye’ widened before creasing into a ‘smile’ while Cerebra gasped, before looking away with a stunned giggle “M-my, you are incorrigible today~”

Cerebra, after composing herself, very reluctantly steered the conversation back on track “I meant, what did you think of Donovan’s ‘steam’ generator?”

Ben mulled the question over, before shrugging “I mean, that glowing panel is pretty suspicious…and he’s really not a good liar” he replied, thinking out loud.

Cerebra grinned proudly “I knew you’d pick up on it, as expected of our ‘partner’”

He wasn’t sure he had, but he nodded along anyway as she explained her findings.

“From what I’ve seen of the technology available, and calculating the volume of steam the system would be capable of producing, it’s obvious that it would not be anywhere near enough to power this resort”

“What are you three chatting about?” Max asked cautiously.

Ben glanced between his grandfather and Donovan “We’re talking about how he’s just lied to our faces”

“Ben!/ Now see here young man-!” Max gasped/ Donovan blustered.

“Cerebra worked out that those vents can’t produce enough power for this place, but I’m willing to bet whatever is behind that panel can” Ben continued.

“My scans detect an incredible amount of unknown energy coming from behind the panel” Ultra-T chimed in confirmation.

Max turned to Donovan with a conflicted expression “...Is that true?”

Donovan looked away guiltily “I..”

“Sir!” one of the staff members shouted, nervously holding out a radio “There’s been a situation with the surface crew, we’ve been….invaded, sir”

“What?!” Donovan snapped, the rest of the staff sharing worried looks.

“They want to talk with you” the staff member said, holding out the radio which Donovan quickly snatched up “This is Donovan Grand Smith. You are trespassing on private property and-”

A gruff voice cut in from the other side “This is Lt Steel of the Special Alien Containment Team. We have reason to believe you are harbouring wanted fugitives. Tell your staff to stand aside and let us do our jobs, or you will be treated as an accessory to kidnapping”

“S.A.C.T!/ This jerk again?!” Max/Ben yelled, Donovan raising a brow at their reaction before turning back to the radio.

“I’ve never heard of your organisation. So unless you have a warrant proving those claims I must insist that you leave at once!”

“With all due respect sir I’m not asking permission, this is a courtesy call. We’re already inside” Steel replied bluntly.

Steel lowered the radio as his men finished setting up a perimeter around the hotel entrance, over forty agents standing by with weapons primed.

“Once again, I insist you stand aside and let us do our jobs” he ordered gruffly, ending the call.

As Steel ended the call, Donovan’s eyes went wide in panic “Edwin!” he cried with Max adding his own worried “Gwen!”

“We need to get back to the hotel before it’s too late!” Ben insisted, activating his Plumber disk and letting Ultra-T bond to it..

“Yes. We must make sure Edwin and Gwen are safe” Donovan said, only to be surprised when Ben gave him a questioning look as he pulled up his hood.

“What? No they’ll be fine” Ben replied matter-of-factly, stunning both men “I meant, we need to hurry or we’ll miss the fight!”

As the two men raced to catch up with the young hero, no one realised they’d neglected to return the power core to normal levels.

And down in the depths an intense light flickered into life as the teeming masses began to stir…

Drawing his pistol, Steel signalled for his men to advance “Alright men, move in!”

Beside him, one of the agents nervously cleared his throat “Uh, sir? The staff we interrogated said that there's…more targets than expected. Maybe we should-”

“Stow that kind of talk soldier! We’ve got a kid to save, and it doesn’t matter how many freaks we need to go through” Steel growled back, while the agent made one more attempt at caution.

“It’s just….we couldn’t really contain ONE of them” the agent winced “And the intel says there’s eleven inside-”

“Then we still have them nearly four to one!” Steel quipped “Now the only words I want to hear from you are ‘yes’ and ‘sir’, in that order. Am I clear?”

“....Yes sir”

“Good. Now, move in!”

With Steel at their head, the agents stormed through the lobby, past the terrified staff and quickly reached the dining hall doors. Holding up his fingers, Steel counted down from three, two, one-(bang!)
Kicking the door open they flooded into the room, weapons leveled at the assembled ‘heroes’ as they sat around several tables pushed together. Despite this, Steel noticed that they seemed more annoyed at the interruption than threatened.

(“Let’s see how long that attitude lasts”) he thought, aiming his pistol at Armizon “Hands up and let those kids go freaks!”

Looking at him as if she’d just heard something incredibly dumb, Heart’s Fire shrugged “Sure, one minute”

It took all of his willpower to suppress an eye twitch, as the flaming beauty casually turned to the two children at the table and gave them an apologetic smile.

“Hey Gwen, would you mind talking Eddie somewhere safe? This won’t take long”

Rolling her eyes, Gwen started to usher a protesting Edwin (“But I wanna see this!”) out of the room, when XLR8 suddenly shouted “Wait!”

The agents tensed, weapons ready when (zoom) the speedster vanished in a blur before reappearing beside the kids with a plate piled high with food.

“Would you mind taking this with you? It’s for Ben when he gets here” she explained cheerfully.

By the time the two finally left with the plate, Steel’s patience and pride had had enough “Enough games, take them down!”

Forty rifles opened fire, filling the air with deafening ‘cracks’ as their bullets struck true….and did nothing as Armizon, Crystal Knight and Pinball tanked the volley while their comrades sheltered behind them.
As their guns clicked empty one by one, the only sensible agent summed up the situation.

“Oh we’re so screwed”

-Minutes later-

Arriving at the hotel, the group made their way into the lobby, noting the various bullet holes dotting the walls along with the occasional scorch mark or crystal shard.
But what truly drew their attention was….

“Hey short king, we saved you some food” Armizon greeted cheerfully, her attitude very much at odds with the groaning agents on the ground in front of her.

“Oh, hey thanks…but couldn’t you have saved us some of these guys too?”Ben asked half jokingly.

Stingwing gave a chittering chuckle “Sorry ‘partner’, guess we got a little carried away”

“You can say that again” Max muttered, taking in the scene.

“Grandpa!” twin voices called out, with Gwen and Edwin hurrying over to their grandparents who rushed to greet them.

“Edwin! Thank god. Are you alright?” Donovan asked, before noticing just how excited his grandson actually was.

“It was incredible!” he cheered “You should have seen her-them. They took these guys out like it was nothing” the nearby agents hung their heads in shame, embarrassed at how easily they’d been taken down.

“Told you they’d be fine” Ben said confidently, moving on to congratulate his ‘partners’ as he made his way over to Mantrap and a bound, but still defiant, Steel.

“This isn’t over” the scarred soldier grunted, struggling against his bonds “I won’t rest until you freaks are locked away where you-”

“Just shut up” Ben snapped, drawing his attention “The ‘aliens’ you were chasing we’re ONE shapeshifter, and she’s not going to be a problem anymore”

“Kid I know they’ve got some hold over you, but you need to listen to me!” Steel tried to reason with him.

Ben rolled his eyes “Ugh, how many times do I need to say it? They’re not controlling me, we’re partners!”

Scowling, Steel managed to twist enough to activate the radio on his belt “Second squad, move up! We need-!”

“Will you stop already?” Ben gestured to Mantrap, who extended more vines to cover his mouth, leaving his rant as unintelligible mumbling.

“It would appear you’ll get to fight after all, partner-Ben” Ultra-T commented, causing Gwen to pinch between her eyes in irritation “You don’t need to sound so happy about it”

Suddenly the resort shook violently with lights flickering, and the sound of groaning metal echoing throughout the plaza as everyone fought to keep their balance.

“What the-?! What are you guys doing?” Ben snapped, before noting that Steel appeared just as surprised as him.

“Lieutenant!” Came a panicked voice over Steel’s radio, the steady ‘crack’ of rifle fire in the background “We’re pinned down in the gallery. These things came out of nowhere and…W-wait..NO NOT LIKE THI-!” the signal went dead, leaving ‘heroes’ and agents alike on edge.

“That…didn’t sound great” B-Holder finally commented, before something outside caught her attention “Uh, guys?”

Following her pointing, they all turned…and froze as hundreds of lights rose up from the depths before making a beeline for the resort.

“What are those things?!” Gwen yellped, watching in horror as the glowing swarm continued to grow in size as it approached.

“Let’s not find out” Max said, turning to Donovan “We need to evacuate before those things tear this place apart!”

Despite his shock, Donovan managed to fumble with his radio as he ordered the security room to send out the evacuation order. With that done, Max ordered everyone to hurry back to the entrance just as their mysterious attackers reached the windows.

Unable to get a full look thanks to the intensity of the glow, XLR8 could make out some details “Are those…robotic squids?” she asked, hanging back to make sure the agents and staff had reached the plaza doorway before speeding over.

“I hate tentacles” Cerebra shuddered, hanging on tightly to Ben as the Cybersquids began their assault on the reinforced glass.

“How long do you think that’ll hold?” Crystal Knight asked just as the horde punched through, allowing a great flood of water to begin pouring in “Nevermind. Get back!” slamming her hands on the ground, the crystalline ‘hero’ formed a wall of green crystal to block off the plaza doorway and keep the water at bay.

“Twenty eight years on the job,and I never found out who was behind the Bermuda Triangle. Now they’re coming for us” Max quipped dryly as they continued their escape.

“Yeah, but ‘why’ are they after us?” Gwen asked, causing Ben to shoot Donovan a flat look “I think I can guess why”

Edwin scowled from beside him “I told you not to take it”

Feeling the eyes of everyone on him, Donvan let out a defeated sigh “You were right, the volcanic vents didn’t work as well as I’d hoped. I was about to become the punchline to a bad joke!”

“One day while I was exploring I found something, a ship, but not like one I’d ever seen before. Inside I found an incredible powersource and…”

“And now they want it back” Scream Queen cut in, glaring at the billionaire “(sigh) And this day started so promisingly”

“If those things are after the powercore, then we need to get to it first” Gwen said, thinking aloud “But this place is coming apart, so we also need to get everyone out of here”

Realising she’s right, Ben stopped running as he glanced in the direction towards the generator room “Gwen’s right we’ll need to split up. I’ll take a team to deal with the powercore while the rest of you get everyone out safely”

“I’ll go with Ben!/ I volunteer!” the ‘heroes’ all called out at once, earning a scowl from Steel.

“You’re not seriously going to leave him alone with them, are you?” he asked in disbelief, with Gwen nodding in agreement behind him “We can’t trust-”

His warnings were cut short as the walkway beneath them buckled and split, as a cybersquid tore its way up, giving them their first full view of their enemy “Targets detected. Loading subjugation protocols” it droned in an electronic voice.

“Oh you have to be kidding me” Gwen muttered, resisting the urge to facepalm.

Its lower half consisted of six telescopic tentacles while its upper half resembled a femmine humanoid with a featureless face, save for a pair of blue glowing eyes. While most of its body was a shining silver, its (modest) chest, stomach and the back/top of its head were made of a translucent shell with visible circuitry lines underneath.

“Who designed these things?”

In the depths of space, a certain scientist felt compelled to read his old files regarding one of his more…’experimental’ and niche ideas from his wild(er) youth.
A shipment of robotic cecaelia for a former partner who had a thing for chrome and tentacles (hey, who was he to judge?).
Shame that idiot tried to make some personal modifications to the A.I (despite his warnings), sending them into overdrive and causing them to turn on his crew mid transport.
He hoped they weren't causing any trouble wherever they ended up.
That would be embarrassing.

Using its tentacles to hold itself up the cybersquid was soon joined by five more, though if the glow coming from below was any indication, there were dozens more still making their way through the bowels of the resort.
With the growing number of enemies filling up the hallway, the group was forcibly split into two uneven groups. As Ben, Ultra-T, Cerebra, Ripjaws and Lt Steel found themselves cut off as the ceiling collapsed.

“Ben!/ Hold on ‘partner’!/ Outta’ the way!” Wild-Gal/ Hearts’ Fire/ Armizon cried out, leading the charge to break through the robotic hordes. But for every one they destroyed, another crawled out to take its place.

“Don’t worry about us!” Ben shouted, waving them back “Get everyone else out to safety. We’ll take care of the powercore and meet you topside” with that, he turned and led his ‘partners’ (and Steel ,he guessed) down the hallway that would lead them towards the generator room.

The ‘heroes’ were clearly reluctant but as the cybersquid’s numbers continued to swell, and the outer walls began to buckle and leak under sustained assault, they realised they had little choice.

“Damnit!” Armizon growled, punching a cybersquid away before gesturing for the group to fall back “Alright people, you heard the man. Let’s get you to safety so we can go back him up”

As they started to run, a pair of cybersquids clambered across the ceiling before dropping down in front of Gwen and Edwin “Targets detected. Loading subjugation protocols”

Max and Donovan called out their names in horror…when Heart’s Fire launched herself forward like a living rocket and grabbed the two machines by the head, reducing them to molten scrap.
Letting them drop, the fiery ‘hero’ looked back over her shoulder with a confident smirk while resting a hand on her hip.

“She’s amazing” Edwin blushed, Gwen sighed disappointedly “How about less fanboying, and more running”

Racing down the corridor, Ben sliced through a cybersquid that tried to ambush him from above before firing a ‘shotgun’ blast of explosive pellets into another.

“These things just keep on coming” he grunted, leaping back to avoid getting ensnared by a cluster of tentacles as two more scramble through the corridors after them.

“Grah! Get. Off!” Steel snarled, struggling to bring his combat knife around as one attempted to pull him down a partially flooded corridor “Target acquired. Initiating capture sequence” it droned.

A pale green blur leapt over him, dragging the cybersquid off and down into the water. After a brief struggle Ripjaws emerges while wiping the droid’s oil from her face.

“(bleh) Do not get that stuff in your mouth” she gags, before turning to address the alien hunter “You good?”

“Save your breath, alien” Steel spat, glaring back at her “I’m not falling for your little ‘superhero’ act”

“Yeah you’re fine” she sarcastically muttered “Just stick close, that ‘butter knife’ isn’t going to do much here”

Suddenly, Steel shifted his stance and threw his knife towards her. Caught off guard, she tried to lean out of the way…only for the knife to sail past her and into the head of a cybersquid attempting to sneak up on Ben.

“....I could've handled that” she said, though her expression did soften slightly “But…thanks”

“I didn't do it for you” Steel replied bluntly, pushing past her to retrieve his knife.

“Ok, I think we’re getting close” Ben said, looking at a map of the facility that Ultra-T projected onto his faceplate “It should be just down this hallway…aaaand it’s flooded. Great”

Staring cautiously at the collapsed hallway, Ripjaws offered to scout ahead to make sure it was clear. As they waited for her to return, Ben took the opportunity to catch his breath and check on Cerebra.

“I’m going to be honest big boy, this isn't how I hoped the night would go” she joked, ignoring Steel’s judgemental look as he kept watch for any more of the squids.

“I was looking forward to spending more time here with you guys” Ben admitted, relaxing as Ultra-T partially detached so she could join in the conversation.

“Do you think the others have gotten everyone out yet?” Ben asked.

“Given my analysis of the ‘cybersquid’s’ combat capabilities, I believe our partners should be close to completing their task” the technopathic ‘hero’ replied, just as Ripjaws returned from her scouting.

“It’s clear. There’s no air pockets along the way, but ‘scarface’ over there should be able to hold his breath until we get through” she reported.

“Great work partner” Ben praised, the aquatic ‘hero’ grinning broadly while Ultra-T shifted the suit to create a small ‘harness’ for Cerebra to ride in “Once we deal with the powercore we’ll need a way out back to the others. I hope they’re doing ok”

“This is not ok” B-Holder grunted, blasting a cybersquid as it tried to drag a terrified S.A.C.T agent into the water.

“I agree” Crystal Knight said, slicing two more in half as Max and the handful of remaining agents from ‘second squad’ provided covering fire “This is getting rather tiresome”

“These things aren’t tough” Armizon grunted, using one like a flail against its comrades “But there’s just so many of them”

“And it doesn’t help that they’re so-EEP!..grabby!” XLR8 complained, struggling against a set of tentacles as they wrapped around her waist and legs “Hey! Watch where you’re putting those!”

Her captor was quickly taken out as Wild-Gal pounced and pummelled it into scrap, coving them both in a splash of oil “...Thanks for the save….(ugh) I’m going to need so many showers to clean this stuff off”

“Grr…fur feels…gross” the feral ‘hero’ grumbled, trying to shake off as much as she could.

“Well maybe look on the bright side” Pinball suggested, coming to a stop after rolling over three more “Maybe you could ask Ben to help wash it out~”

Wild-Gal perked up at the thought “...Gonna…find more…bots” before eagerly bolting off to get stuck back into the fight.

“Glad to see at least one of us is in high spirits” Scream Queen quipped, as she and Stingwing returned from another evacuation run.

“Mr Tennyson, you guys are the only ones left to go” Stingwing informed him, hovering overhead as she pinned a group of cybersquids down with a slime shot.

“Alright men” Max ordered, directing them to the raft-elevator “Time to pull back”

“Sir yes sir!” the agents yelled, falling back while Heart's Fire gave Max an impressed look.

“Huh. Those guys really fell in line behind you, didn’t they?” she noted, Max chuckled embarrassedly “Guess I’ve still got it”

The brief moment of levity was cut short as a newly arrived army of cybersquids swarmed towards the room “Get back to the surface and keep yourselves safe” she said, letting her flames blaze bright “We’ll catch up”

Max shook his head “I’m not leaving without Ben”

Heart’s Fire’s eyes softened “Neither will we” she smiled “We’ll make sure he gets out. You make sure you’re there waiting for him”

Blinking in surprise at the sheer sincerity in her voice, Max slowly nodded before boarding the raft. As the tram began its ascent and Crystal Knight blocked off the exit, Heart’s Fire moved to stand beside her fellow ‘heroes’.

“Well girls, are you ready to go get our man?” Mantrap asked, extending her vines in preparation for the fight.

XLR8 smirked as her faceplate slid down “First one there gets the next sleepover”

Armizon and Wild-Gal wore matching savage grins “Go on three?”

Stingwing buzzed overhead “One”

Pinball began to build up her spin “Two”

Crystal Knight held up her blade arms “Three”

-Generator Room-

Surfacing into the flooded room, Ben led Ripjaws and Steel towards the main control console. Approaching the device, Ben allowed Ultra-T to detach and attempt to interface with it..only to flinch back by the sheer energy of the powercore.

“Right. Why would this be easy” Steel snarked, eyeing the machine warily “That little thing can put out some serious juice, makes you wonder what those squids could do with it”

“Probably used it to cause all those disappearances over the years for their dumb ‘subjugation’ thing (whatever that means)” Ben muttered, checking that Ultra-T was ok before turning back to the console “Cerebra, you got any ideas on how to deal with this?”

The tiny genius rubbed his chin thoughtfully “Given the primitive nature of this technology….combined with the quantity of power it generates….I believe simply reversing the connections would be sufficient”

“Reversing the flow of energy would result in an explosion large enough to destroy this entire resort” Ultra-T agreed “Caution advised. Once the flow is reversed, we will have limited time to evacuate the facility before detonation”

“Not that I’m against blowing these tin cans to hell” Steel started “But I’d rather not take the kid out with them”

“Not a kid” the three women ‘corrected’ absentmindedly, with Steel looking between them and Ben in disbelief “...You can’t be serious”

“I think…I have a plan” Ben said, drawing their attention “But first, we need to know if the others made it out yet. Hey Steel, can we use your radio?”

Steel held up the device, frowning as only static came through the speaker “I don’t think we’ll get a signal through all the interference that powercore is putting out”

“Maybe it just needs an upgrade. Ultra-T, can you…?” Ben prompts.

“Of course, partner-Ben” taking hold of the device, and ignoring Steel’s glare, the technopathic ‘hero’ connected to his troops up on the surface docks.

Passing the device to Ben, he quickly confirmed that everyone bar his ‘partners’ was indeed safely out of the resort.

“Alright, then let’s get this over with” tossing the device back to Steel, Ben gave Cerebra the go ahead for her plan.

“So how are we getting out of here, kid?” Steel asked, Ben just smirked back.

“This is your plan?” Steel asked, watching as Cerebra and Ultra-T used the controls to lower the ‘Undersea Manta Ray’ into the waterway below.

“Yep. Donovan made a big deal out of it, so it should be fast enough to get us out in time” Ben explained, moving to board the sub.

“Well then-” Steel unhooked a small cylinder from his belt and hurled it at the ‘heroes’’ feet.

As the flash bang went off, Steel grabbed a stunned Ben and dragged him aboard the sub, slamming the hatch shut behind him as he hurried to the controls.

“W-what the heck are you doing?!” Ben snapped, glaring at the agent as his vision cleared.

“I’m getting you out of here, and leaving those degenerates to go down with the squids” he explained bluntly, forcing the sub to dive and leaving the ‘heroes’ behind.

Ben’s glare became truly icy as he stormed towards him “Like hell you are!” reaching out, his hand was grabbed by Steel before it could connect.

“You’ll thank me for this later kid, I-” he trailed off a Ben’s glove began to spark “Wha-”

An intense shock passed through him, with the last thing he saw before passing out was Ben holding up the watch as it let out a purple flash…

Steel awoke to a splitting headache, pushing himself up he found himself in a ship’s hold, surrounded by a handful of S.A.C.T agents who seemed reluctant to meet his gaze.

“What…happened” he asked, holding his head “I remember getting on the sub and-The kid! The little brat tasered me!” he snarled “Where is he?!”

“He, uh, left” an agent awkwardly replied.

“What do you mean he ‘left’? Why didn’t you stop him?!” Steel demanded.

“His…’partners’ said they were leaving, and we didn’t exactly have any ammo left (not that it would have stopped them anyway), and they did save our lives so…” the agent winced.

Steel punched the wall in frustration “I don’t believe this! Not only did he get away, but those freaks are still alive?!” he shakily got to his feet “Why are we just sitting around here? We need to get after them and-”

“We can’t leave” another agent interrupted, at Steel’s silent demand for an answer, he hesitantly explained “We’re..under arrest”

Steel stared blankly at him “...Come again?”

“Yeah. After you were dropped off with us, it turned out that Donovan Grand Smith had called the Coast Guard. He said we destroyed private property and attempted to kidnap one of his guests. And since we didn’t actually have a warrant for any of this…well” he shrugged “The higher ups should be sorting this out soon but…they said you’re going to be on probation and…that we’re to drop the case?” the agent finished weakly, backing away as Steel’s face shifted from disbelief to absolute rage.

“WHAT THE FU-!!”

-Semi Canon Omake-

-Grand Smith Hotel, Miami, Florida-

After Ben had regrouped with them, Donovan had wanted to apologise for the disastrous turn of events with their trip. Said apology ended up being a free night at one of his other resorts, with the closest being in Miami.
While Max and Gwen had been looking forward to getting some rest in a luxurious penthouse suite, their dreams of a relaxing evening were quickly shattered.
While Gwen’s eye twitched violently, Max hesitantly addressed his grandson.

“Now Ben, I really think we should reconsider these, uh, ‘sleeping’ arrangements”

Ben cocked his head to the side questioningly “What’s wrong with them?”

“You can’t really be asking that?!” Gwen snapped, gesturing to the giant makeshift ‘bed’ that had been set up in the suite’s lounge.

“I don’t get what you’re so worked up about” Ben shrugged, leaning back…against Armizon and Pinball, with Cerebra resting on his shoulder while the rest of his ‘partners’ lay surrounding him.

“I don’t see a problem~” Heart’s Fire sighed happily from his right “Right girls?”

“Nope~/ All good here~/ Negative~/ Never better~” Scream Queen/ Crystal Knight/ Ultra-T/ Stingwing replied from beside her.

“Any complaints from this side?” XLR8 asked, curling up on his left.

“No problems here either~/ Looks good to me~/ (growl)...comfy~/ Agreed~” Mantrap/ B-Holder/ Wild-Gal/ Ripjaws commented.

“I see…” Max replied, his tone flat as his grandfatherly concern warred with an intense feeling of jealousy at his position.

“Seriously Ben, even you have to know that they can’t…’sleep’ like this” Gwen insisted, feeling her hopes rise as Ben actually appeared to consider her words.

“You’re right. They can’t sleep like this” he agreed, much to the ‘heroes’ dismay.

“They’re still in their hero clothes, they need something to sleep in” he continued innocently, causing Gwens and Max to pale as the ‘heroes’ eagerly shifted in place.

“Ooh, do you think it’ll be silk?/ Maybe something with lace?/ Maybe commando?~”

The Chaquetrix beeped “Request for loadout: ‘nightwear’ detected. Confirm?”

“Confi-/NO!” Ben attempted/ Max and Gwen screamed.

Chapter Text

-South Dakota, Mount Rushmore, 2005 AD-

With the Rustbucket parked up by the riverbank, Max watched in bemusement as Gwen, Ben and his ‘partners’ worked together to set up the campsite.

“We’ve got the marshmallows!” Stingwing said cheerfully, as she, Ripjaws and Gwen held up four bags each.

“And we’ve got the graham crackers!” Ben added, with Pinball and XLR8 each holding a stack of boxes.

“We’ll finish setting up the campsite and gather the firewood while you relax. You spent all morning driving us here after all” Crystal Knight offered.

“I-Well I guess I could use a break” Max admitted, still confused by how peaceful everything seemed “I’ll take a short walk to unwind then come back and help out, ok?”

“No hurry, Mr Max” Heart’s Fire assured him, waving as she helped Wild-Gal prepare the firepit for the campsite “We’ve got this”

As Max hesitantly waved back and set off into the woods, Gwen remained cheerful right until he was safely out of sight “I can’t believe you forgot the cake!” she hissed at Ben.

Ben rolled his eyes “Well, excuse me if I’ve been busy with hero stuff since Summer started”

Gwen jabbed a finger angrily at his chest “You had one job Ben. One!”

“Hey, tone it down” Mantrap warned, only for Ben to gesture for her to back off.

“It’s alright Mantrap, besides, everything’s being taken care of” Ben replied “Ultra-T and Cerebra should be on their way back with the cake now, and it’ll be nice and fresh so there’s no problem” he shrugged.

“Special delivery incoming, big boy”

Looking up, the pair saw an upgraded hoverboard carry a large box down to them as Cerebra made sure it was stable “Mission accomplished, partner-Ben”

“See? No problem” Ben smirked smugky.

Gwen sighed “Look I just want this to go well. Grandpa only turns sixty once you know?”

“Relax, red” XLR8 rolled her eyes “We know today is a big deal for Mr Tennyson”

“Trust us, dweeb” Ben started confidently “Nothing will mess up today”

While Gwen gave him a skeptical look, she soon sighed and went to check on the rest of the preparations. As she consulted her checklist for the party, Ben watched her go with a shake of his head.

“She’s really got this planned out, doesn’t she?” Pinball commented, earning a snort from Ben.

“A bit too planned out. Seriously, who picks out someone else's birthday wish?” he asked mockingly.

Pinball glanced between Ben and the party prep, a small blush on her face “Since she seems to have this under control, we could probably…slip away for a bit?” she suggested, half serious but fully hopeful.

Ben made a show of considering his options, before he grinned up at her mischievously “Sure, let’s-”

“Oh-ho-ho, no!” Gwen suddenly appeared beside them, causing them to jump “Absolutely no flirting, or fooling around today. Got it?”

Not giving them time to argue, Gwen quickly sent Pinball to help Armizon while pulling Ben away to keep an eye on him.

Armizon gave the shorter ‘hero’ a sly look “Look at you. Saw your chance and went for it, I didn’t think you had it in you” she teased.

“Indeed” Scream Queen agreed, floating by with a banner “I can’t believe you beat me to it”

Pinball sagged forward “It just (sigh), it just feels like we never have any real alone time anymore”

“Not that that's his fault!” she added quickly “I know he does his best, but there's only so much he can do with all of us”

Armizon nodded along in agreement “I get what you mean. Wonder if we could convince Max to get some of that duplicating technology he mentioned?”

Scream Queen let out a wistfully sigh “Don’t tease me with such wonderful imagery~”

While the ‘heroes’ thought enjoyed that little fantasy, Gwen continued her efforts to keep Ben in her sights.

“I have no idea how you’ve made it this far, didn’t your parents ever warn you not to go off alone with strange people?” she sniped.

“Then I guess I should stay away from you” he snarked back as he reluctantly followed along, before stumbling over something in the grass.

“Huh?” Kneeling down to check he found a…gumball? That minor distraction slowed him down just enough that he failed to avoid the glowing portal that opened beneath him “What the heeeEEHH!”

“BEN!” wasting no time, Gwen and his ‘partners’ rushed forward to try and pull him up, only to find themselves dragged through as well.

When they had all passed through the portal snapped shut, leaving the campsite abandoned and silent.

-???-

“...eeEEHH-OOF!” Ben groaned as he hit the floor hard, blinking away the spots in his vision as he found himself on the roof of a building with a mysterious figure standing over him.

It was a woman, her face hidden by a hooded blue cloak and half face mask, with the only features visible being locks of red hair and (weirdly familiar) green eyes. She wore a black and blue spandex undersuit, with a series of stone charms along her right arm.

Her eyes widened in surprise “You?...Did I make a mistake?”

“You sure did, ‘cause you’ve picked a fight with the wrong hero!” Ben warned, jumping back to his feet as he activated his Plumber disk.

The woman held up a hand, the other preparing to pull back her hood “Hold on. I’m not looking for a fight”

“You’ve got a funny way of showing it”

The stranger and Ben looked back to see XLR8 dash through the portal and shoulder check the woman, skidding to a halt beside Ben as the rest of his ‘partners’ exited the portal with Gwen just before it closed.

“Nice timing guys” Ben said thankfully, allowing Ultra-T to bond with his suit as the mystery woman recovered “Now, are you gonna send us back, or do we need to do this the hard way?”

“I vote the hard way” Armizon growled, her fellow ‘heroes’ voicing their agreement as they charged at the woman over the attempted kidnapping of their ‘partner’.

The woman cursed under her breath before levitating into the air, the charms on her arm lighting up as she chanted an incantation and sent an arc of blue energy towards them. With no way to avoid the wide ranging attack, the ‘heroes’ did their best to block while covering the less physical members (and Gwen) from harm.
After an intense burst of red filled the roof before quickly fading, Gwen opened her eyes to find only herself and Ben remaining, with not even Ultra-T remaining bonded to his suit.

-Chaquetrix-

With a large flash of red the thirteen ‘heroes’ found themselves unceremoniously dumped in a tangled heap inside the Rustbucket replica.
Lying atop the pile, much to the discomfort of those beneath her, Armizon stared blankly at the ceiling and voiced the thought on all their minds.

“Oh that bitch!”

“I didn’t want to do that” the woman said, sounding genuinely disappointed “Honestly, I forgot how stubborn they were back then”

“What did you do?” Ben asked in shock, staring at the now timed out watch.

“I’d normally be really interested in how she did that…if we weren't probably going to be next” Gwen thought, thinking of how unfair it was to finally have some peace and not be able to enjoy it.

“Now, if you’d listen to-” the woman started, only to trail off as the charms on her arm flickered rapidly, seemingly causing her powers to weaken as she dropped back to the ground (“Damnit! The time spell had a bigger drain than I thought!”)

This distracted her long enough for Ben to throw a cluster of explosive pellets towards her.

As the woman was thrown back by the explosion, Ben grabbed Gwen and pulled her towards the edge of the rooftop “Oh no. No, no, no, don’t you dare, Ben! Not agaaaAAAA-!”

Pushing through the smoke, the mystery sorceress found no trace of the two young heroes, looking over the edge only to find the busy crowds going about their day.

“I don’t believe this” she groaned, pinching the bridge of her nose “Not only did I bring the wrong Ben, I managed to lose him too! Hope is never going to let me live this down”

As she prepared to go after them, she spotted something left behind.
A single gumball, miraculously intact despite the explosion.

Her eyes widened before clenching shut in annoyance “You can never just do things the simple way, can you?” she sighed.

-Moments Later-

Having run in a blind panic through back alleys, barely paying attention to who or what they passed, Ben and Gwen were finally forced to stop to catch their breath as they hid in a side alley.

“Do you (pant) think we lost her?” Ben asked, pulling back his hood as he slumped against the wall.

As Gwen went to answer she caught a glimpse outside of the alleyway “Uh, Ben…?” she replied shakily, just as the Chaquetrix chimed ready.

“Yes! One sec, Gwen”

“This is kind of important” she insisted as a bright purple flash lit up the area, returning his ‘partners’ to his side.

“Ben! Thank the maker you’re alright” Crystal Knight said in relief, kneeling down as she and the others looked him over for any signs of injury…with Gwen slapping away their hands before they got close, while trying to show him what she saw.

“I’m fine, but what about you?” frustratedly shoving off Gwen’s grip as he looked each of them over in return.

Heart’s Fire crossed her arms with a scowl “She got a lucky hit, but if she thinks that’ll work again..” she trailed off threateningly.

“So you’re not hurt?” Ben asked in relief.

“Just our pride” XLR8 quipped flatly, though she was clearly enjoying Ben’s attention at the moment “Buuuut, if checking would make you feel better~”

“Oh for-! We don’t have time for this!” Gwen snapped impatiently, finally getting her cousin’s attention by dragging him to the alleyway entrance.

“What? What’s got you so worked…up…?” Ben’s annoyance quickly vanished at the sight before him.

Peeking out of the alleyway, Ben and his ‘partners’ were greeted by an incredible sight.
Holographic advertisements flashed along the side of buildings, while teens and young adults on hover boards or rocket boots soared overhead.
Oh.
And aliens and humans were going about their day side by side like it was totally normal.

“Where the heck did that witch send us?” Stingwing asked in confusion.

As if in response to her question, a large holographic screen nearby activated, showing a brunette male human in a stylish purple dress shirt “Good morning, I’m James Jonah Jones. Coming to you live from Chaquetrix City”

“...What?” Gwen asked flatly, rubbing her ear as she desperately hoped she’d misheard.

“As you can see the celebrations are well underway, as the city marks a very special founders day. That’s right, it’s lucky number ten folks!” Jones continued, the camera panning to show dozens of stalls lining the streets, Ben realising that there were even some nearby.

“Later, I’ll be interviewing famous architect Edwin Grand Smith at Tennyson Plaza, as he unveils his latest addition to the city. But first-”

Tuning out the rest of the broadcast, Ben turned to his equally shocked ‘partners’ and cousin, as they sorted through that little exposition dump.

Heart’s Fire tilted her head in thought “Did he say, Edwin Grand Smith? Like, little Eddie from the hotel?” she asked in confusion “How’s he involved in this?”

“This ‘Jones’ also said he’s going to be at a place called, ‘Tennyson Plaza’” Crystal Knight added “That feels like too much to be a coincidence”

“Also, I know I don’t pay a lot of attention to the news and junk, but I think I’d remember hearing about this place. Especially if it’s been around for ten years” Ben said, glancing between the towering cityscape and the watch.

“Given that we’ve only been active since the start of summer, it should be impossible for such a city to have been built in our honour” Cerebra pointed out, while Gwen scoffed.

“The names are…concerning. But we don’t know for certain this city was made in ‘honour’ of you” Gwen tried to argue…just as a female Petrosapien passed by.

Wearing a black and white leotard with a Chaquetrix icon and some strategically placed ‘padding’, the resemblance to Crystal Knight was clear.

“You were saying?” Ripjaws asked sarcastically, as Gwen let out a wordless whine of disbelief.

While the rest of the group started in surprise, the woman spotted them. Or more accurately, Crystal Knight herself.

“O. M. G. Your costume is amazing!” she gushed, rushing over to the startled ‘hero’ “C-costume?”

“Can I take a holo with you?” she asked, not really waiting for a reply as she took out an advanced looking device “Say ‘Hero Time’!”

After the ‘hero’ fumbled through the motions, the woman bid her a cheerful farewell before heading on her way “I still can’t get over how good you look” she commented “You’d almost think those things were real”

“Excuse me?!” Crystal Knight snapped, eye twitching as she reflexively covered her chest defensively, but she was already gone “...You know they’re real, right Ben?” she asked desperately.

“They felt real to me” he replied innocently, recalling when she’d saved him during their attempted escape from Vilgax.

“At this point you’d certainly be an expert” Gwen deadpanned, Ben asking what she meant by that while Crystal Knight flushed at his ‘forward’ response.

“I would hate for you to think I’d lied to you about this” she said, leaning forward to give him an eyeful “So if you want, you could always ‘make sure’~”

“Aw, you don’t need to worry about that. You know I trust you guys completely” he replied, leaving her disappointed yet flattered in equal measure.

“Alright lovebirds, break it up! Did you forget we’re probably being chased by that sorceress? We need to figure out how she brought us here, and how to get back to grandpa” Gwen cut in, moving between a now embarrassed Ben and the irritated ‘hero’ for good measure.

“Attitude aside, Gwendolyn is right” Cerebra said, scanning the street from her perch on Ultra-T’s shoulder “We should try and gather as much information as we can about our surroundings, in preparation for our inevitable rematch with our mysterious kidnapper”

“Good thinking, Cerebra” Ben agreed, the tiny genius smiling at the praise while Gwen’s complaints (“She literally just seconded ‘my’ idea”) went ignored.

“So, I say we find Tennyson Plaza and see if it really is the same Eddie. And if he is, maybe he can help us” suggested, preparing to lead the way as his ‘partners’ happily followed behind him.

“We’ll also keep an ‘eye’ out for anything useful on the way” B-Holder winked, smiling as Ben snickered at the pun “Hey, maybe after we’ve dealt with our magical pest, we could find something ‘fun’ to do around here before we head back?~”

Ultra-T flashed in agreement “I believe the term is ‘painting the town red’, correct?”

Ben grinned back, Gwen however scowled “Hey! Strange city or not, the ‘no flirting’ rule for today still stands”

“Seriously, dweeb?” Ben spluttered, his embarrassment being mistaken for annoyance at Gwen ‘blocking’ him by his ‘partners’.

“She is such a mood killer” Mantrap grumbled “Maybe we could ‘accidently’ lose her in this crowd so we can have some uninterrupted ‘Ben’ time?” Scream Queen suggested.

“I mean…you wouldn’t really leave her alone while we’re being chased, right?” Pinball asked cautiously, with Scream Queen pointedly not answering.

Making their way down the street, they came upon a very interesting sight. A large storefront, with a sign featuring a holographic flaming heart with the words ‘Heart’s Fire’s - Hearth & Grill’ emblazoned inside of it.

“Is this…a BBQ restaurant based on Heart’s Fire?” Ben blinked in surprise, while Gwen stared in disbelief “You have got to be kidding me” she muttered.

“What’s so weird about it?” Ben asked defensively “She’s got fire powers AND she’s a good cook” he said, thinking back to the BBQ she’d made at Niagara Falls.

“Oh~? In that case, I’ll be sure to whip something up when we get back to the camp” Heart’s Fire promised, eager for a chance to show off for her ‘partner’.

“Really? Awesome!” he cheered, much to her delight. Turning back to the restaurant he rubbed his chin in thought “Maybe we should see if there's anyone who can help us in there” he suggested.

Gwen gave him a flat look “You just want to see what it's like”

“That too” Ben admitted, shrugging as Gwen rolled her eyes.

“Hey, if they're using my partner's name for it, then I need to make sure it's as cool as she is” he argued, further delighting the flaming ‘hero’.

Gwen, sick of Ben's accidental charming of the flooz-’hero’, urged the group onwards in search of ‘Tennyson Plaza’. As they did, they passed by even more signs and advertisements featuring some very familiar names. A sign for applications to the ‘Cerebra Institute of Technology’, adverts for a modelling show called ‘All Eyes On Me’, with B-Holder listed as the host. Then there were aliens Ben had never seen, like ‘Bloxx’s Child Daycare’ or ‘Dreamweaver’s Sleep Therapy’.
On top of that they passed by more people, human and alien alike, dressed in merch or costumes resembling them while complementing their own ‘costumes’.

“This has to be the weirdest day I've ever had” Ripjaws sighed in exasperation “We get kidnapped and dumped into a cyberpunk city named after the watch. Aliens and humans are living together like it’s totally normal. Everyone thinks we’re dressing up AS ourselves and, to top it all off, there's all kinds of junk with our names and faces plastered all over it!”

“At least it makes it easier for us to blend into the crowd” B-Holder pointed out, while Ben tried to make sense of everything.

(“A city named after the watch…everyone knows us, but don’t believe we’re the real deal…loads of fancy tech…”) He suddenly paused as a crazy thought came to him “There’s no way…right?”

“(Growl) Ben have…idea?” Wild-Gal asked, tilting her head quizzically.

“Well, if I’ve learned anything from comics and tv when it comes to being a hero…” he started confidently, ignoring Gwen’s unimpressed look “...We’re in the future”

“Really, we’re in the future?” she asked sceptically, Ben shrugged in reply.

“Well, I guess it could be an alternate future instead” he conceded with total seriousness.

“There’s no way any of that can be true” she insisted, somewhat desperately (“There’s no way so many people would really support these floozies…right?”)

“Uh, I think I’ve got some more evidence for Ben’s theory” Mantrap said, pointing past everyone to a gap between the skyscrapers…revealing a clear view of Mount Rushmore.

“....This is a most inconvenient development” Ultra-T noted flatly, as Gwen buried her face in her hands.

“Go with your grandpa for the summer. It’ll be fun…Great idea, mom” the young redhead snarked bitterly, as they continued on their way.

After finally locating ‘Tennyson Plaza’, the group's plans to find Eddie ran into a snag almost immediately, as they were greeted with a major disturbance. A group of white armoured humans and aliens were escorting a small crowd of protesters away from a much larger crowd gathering around a large stone wall.
As they drew closer, they passed a pair of the white armoured officers(?), one human and one the same species as Synaptak, dragging a grey haired man in a worn blue suit away.

“Get your hands off me! I have a right to protest-” the man ranted, his square glasses almost slipping off his race.

“Aw shut it Harangue!” the human ordered, while his partner took a slightly more diplomatic approach “You do indeed have the right to protest. What you do not have is the right to vandalise public property”

“That monument, heck this whole city, is a disgrace!” ‘Harangue’ yelled back "That rich brat is glorifying that harem seeking thug and his shameless harlots, letting them corrupt our youths with their sick, alien fantasies!”

As he was dragged off he passed by our heroes and, at the sight of Ben surrounded by his ‘partners’, he yelled “See?! This degeneracy right here is what I’ve been warning people about!”

“You have the right to remain silent. For the love of god, use it!” the human snapped, forcing Harangue away as the ‘Synaptak’ alien gave them an apologetic look “I apologise for this, please, enjoy the rest of your day”

Watching as ‘Harangue’ was loaded into a hover car (which was awesome, Ben thought) the young hero still couldn’t help but frown at the interaction “What was that jerk’s problem?”

“I dunno. I think he was onto something” Gwen quipped, before backpedalling as fourteen unamused glares turned her way “Eheh…Hey, is that the monument he was talking about?”

Moving quickly, Gwen hurried over to a large stone wall with a colossal mural carved into it, at the far end of the plaza. Upon reaching the mural, they quickly discovered that Eddie’s arrival had been delayed thanks to the protests.
Frustrated, our heroes had no choice but to wait. But in the meanwhile, they decided to check out the monument that had caused all this fuss.

Although the art style was minimalist, and was partially damaged (the vandalism, they assumed), it still clearly featured thousands of alien figures in heroic poses. At the centre of the image was a human male holding up the Chaquetrix, it seemed to be the target of the most vandalism they noted.
At the base of the mural there was a plaque.

“Ben and the ‘Tenn’ Thousand” Cerebra read, (“A simple pun, or a hint of something…more~?” she wondered) “The Galaxy’s Greatest Heroes”

“Galaxy’s greatest heroes? It’s about time people realised how awesome we are!” Ben cheered, looking back at his ‘partners’ in excitement before the rest of the plaque sank in “Wait, does that mean…Are they ALL my partners?” he asked, trying to glean any details of them from the carvings, with his eyes being drawn to the giant figure towering above the rest.

“Te-te-ten thousand?” Gwen wheezed out, swaying on her feet as she felt very faint all of a sudden.

“Yeah, that is pretty crazy isn’t it?” Ben commented, mistaking her horror for awe.

“Ten thousand?! Sharing with twelve is already hard enough” Ripjaws complained to an equally worried Stingwing “True. But…if Ben’s able to handle it then…”

The pair flushed at the implications, luckily their little revelation went unnoticed as Ben stared up at the supposed image of himself. Though it was the part that had taken the most damage, it was still clear enough that the ‘Ben’ depicted was older than he is now.

“Yup. Definitely the future” a mix of excitement and nervousness running through him at the thought, but his fantasies of awesome future adventures were quickly interrupted, as distant sounds of crashes and yelling began to drift closer “Do you guys hear that?”

Before they could answer, the monument was torn apart by a blue energy bolt, with chunks of rubble scattering across the street as the ‘heroes’ moved to cover the young humans and any nearby civilians.

“What the hell was that?” Armizon yelled, shielding Ben and Gwen from the debris.

Through the hole in the mural they could see crowds of screaming civilians fleeing as a kaiji-like creature made from gelatinous purple slime split an overpass in two. As it let out a warbling ‘roar’, five smaller figures rampaged through the streets.
A humanoid rhinoceros with a mechanical horn that fired devastating energy blasts. A faceless four-armed humanoid insectoid. A cybernetic werewolf and a lizard man with green crystals replacing his right arm. And Finally, a dark furred cat-like humanoid stalking through the shadows.
As the destruction continued, all holographic displays nearby shifted to warnings about the attackers.

“Attention citizens. Sploot, Exo-Skull, NoFace, Biowulf, Skalamander and Jungle Cat have been spotted in Tennyson Plaza. Please retreat to a safe distance and seek shelter. Heroes are enroute”

“They’re already here” Ben said determinedly, letting Ultra-T meld to his suit “Gwen, help Cerebra find some future tech to build something cool with”

“I won’t let you down, big boy” Cerebra promised, taking a spot on (a still horrified) Gwen’s shoulder.

“You never do” he replied, causing her to grin widely as Gwen silently staggered off (“Man Gwen seems out of it. Hope she didn't hit her head”) he thought obliviously.

“What’s the play, coach?” XLR8 asked, sliding her mask down as Ben activated his energy blade.

“Alright, here’s what I’ve got…”

Exo-Skull let out a booming laugh as he fired at a fleeing hovercar, smirking as it trailed smoke from the near miss “Keep smashing the place up boys, the boss wants us to put on a show”

“Sorry horn-head, show’s cancelled”

“Huh? (thwack) Gah!” staggering back, the mutated human glowered at XLR8 as she skidded back after kicking him in the chest “You! Oh I was hoping you’d show up. Now I’ll have my revenge!”

“Whatever I did, you probably deserved it” the speedster snarked, unimpressed by his bluster.

Before he could strike back, a cluster of seed bombs exploded across his back. Staggering him, and leaving vulnerable for a vine lashing from Mantrap and a recovered XLR8’s attacks.

Armizon let out a fierce yell, trading blows with NoFace. However, the muscular ‘hero’ found her opponent was much tougher than expected “So (hmph) you’ve got some fight in you (grunt) but I’m not…done…yet!” with a fierce bellow she managed to throw him back, quickly charging back into the fight.

Crystal Knight blocked an incoming volley from Skalamander before firing a return salvo of her own, while Pinball attempted to crush Biowulf with a rolling charge, only for the biomechanical menace to catch and redirect her into Crystal Knight’s back.
Before the mutant duo could capitalise on this, Stingwing and Ben attacked from above, landing some good hits and giving the two ‘heroes’ time to recover.

Sniffing out the threat approaching Ripjaws, Wild-Gal pounced on a cloaked Jungle Cat, the two rolling across the ground in a storm of fangs and claws as the aquatic ‘hero’ leapt to her aid.

Meanwhile, B-Holder and Heart’s Fire attempted to deal with Sploot, its gelatinous body shrugging off most of their attacks.

“Ok, so these guys might be tougher than they look” the multi-eyed ‘hero’ admitted, dodging another swing from Sploot.

“If these are the kinds of villains our future selves have to deal with, we must be some real badasses” Ripjaws replied, catching her breath after helping Wild-Gal push back Jungle Cat into the path of Pinball.

“They might be ‘slighty’ tough, but they’re still outnumbered” Scream Queen said confidently, ambushing Biowulf who barked out a laugh despite being caught by her tentacles “Don’t be so sure”

With that ominous statement a buzzing sound began to grow louder, and as a shadow spread over the battleground, the ‘heroes’ looked up to find hundreds of mutated Hymenopterans swarming the skies as they descended towards them.

“Ben, what do we do?” Stingwing asked in a panic, diving to avoid being swammed while Ben and Ultra-T blasted at the horde with his upgraded taser “Working on it!”

Exo-Skull took the opportunity to try and blast Mantrap as she ensnared two of the bugs, only for the holographic screens in the area to form around him in a hardlight shield “Wha-Hey, what’s the big idea?!”

“That should hold him for now” Cerebra said, rewiring the nearby advertisement boards.

“Great, but what about them?” Gwen replied nervously, staring helplessly as the ‘heroes’ found themselves harassed from above, while the mutants rallied to press their attack.

“Everybody hit the deck” Heart’s Fire yelled, building up a large fireball in her hands “I’m going to try and clear the ski-AH!”

The flaming beauty let out a startled yelp as Sploot managed to snag her with one of its arms, before flinging her high into the air as the limb snapped back elastically.
In the air, a dazed Heart’s Fire had no chance to react as one of the giant insects made to impale her on its stinger…when it was suddenly swatted from the sky by a stream of green slime.

As she came to a sudden stop, Heart’s Fire realised she had been caught by a pair of slender green arms "Not a bad attempt, but maybe you should leave this to the professionals next time?”

Hearing the familiar chittering female voice, Heart’s Fire looked up at her saviour. She couldn’t see much from her position, but from what she could see it was a sexy bug lady.

“Stingwing?” she said, although something seemed different. Before she could figure it out, she noticed the rest of the insects begging to swarm towards them “Hey, watch out!”

“Hmm, oh right. Hey Buzzshock, you mind?” she asked casually, the swarm around them was suddenly struck by an intense burst of purple lightning.

As dozens of the mutated beast fell from the sky, a lone ‘Megawhatt’ appeared at Stingwing’s(?) shoulder. While similar to the ones Ben had faced in Sparksville, this one wore a white camisole top with a black and white side slit skirt that complimented her more prominent thighs.

“Nice work. Although, it looks like I won our race” Stingwing(?) teased playfully.

“IFiguredYouCouldUseTheWin.GottaGoEasyOnYouOldTimers” the electric hero countered cheekily, dodging her annoyed tail swipe before noticing the ‘hero’ in her arms “What’sWithTheHeart’sFireCosplayer?”

After mentally sorting through the rapid fire chatter, Heart’s Fire tilted her head quizzically “How are you so sure I’m not the real Heart's Fire?”

"Hah!OhPlease” Buzzshock snorted “Heart’sFire’sGotWayMoreJunkInTheTrunk” she said bluntly, earning an offended “Excuse you?!”

“Looks like some more fans got in over their heads” Stingwing(?) replied “Let’s wrap this up quickly before they-”

“Heart’s Fire!” Stingwing(?) tensed as a young, familiar, voice cut her off as a young human flew up with…herself?

“Hey Ben” Heart’s Fire greeted cheerfully “You’ll never guess who I ran into” she joked, gesturing towards the older Lepidopterran.

“Is that me?” Stingwing asked in shock.

Indeed, the older Stingwing had some noticeable differences from her past self. Her bodysuit had been modified with a custom fitted aviator jacket, and while her bust had grown slightly larger, her abdomen leading to her tail was significantly more shapely.

“This is how Stingwing's gonna look in the future? Cool!” Ben cheered, snapping the future Stingwing out of her thoughts as he hovered closer.

“Are you…really Ben?” F.Stingwing asked hesitantly, with Ben asking Ultra-T to retract the mask “...Just like I remember” she muttered quietly.

“I guess I would look different now” Ben hummed, before leaning forward enthusiastically “Does future me look as cool as you?”

“Sooo, you like what you see?~” Stingwing asked, trying (and failing) not to appear too eager for his answer.

“Why wouldn't I?” Ben shrugged “You already look great, and it looks like you just get even better” both Stingwings smiled at the compliment.

“Aw, Ben~” the younger insectoid ‘hero’ flushed, buzzing happily as she pulled him into a hug, while Ben just fondly rolled his eyes at her acting all ‘girly’.

“Heheh.IKnewYouFirstGensWereSmittenButIDidn’tThinkYouHadItThatBad” Buzzshock whispered to F.Stingwing, who was watching her younger self with a nostalgic yet embarrassed expression.

“Sorry to interrupt, but we still need to deal with these creeps. So I’ll just-” she passed Heart’s Fire over to him bridal style, suppressing a laugh as Ben ended up accidentally getting a ‘handful’ of Heart’s Fire’s rear (“Only you, Ben…” she thought in fond exasperation)

“Oh!~”

“Sorry. Am I holding too tight?” he asked obliviously, raising a brow as Heart’s Fire wrapped an arm over his shoulders for stability (and nothing else).

“I wouldn’t mind a little tighter~” she breathed huskily as Ben, though confused, innocently complied (“I guess she’s still a little shook up from being thrown” he thought)

“Like this?” he adjusted his grip, holding her more firmly against him.

“Perfect~” she sighed leaning into him, at which point F.Stingwing remembered she should probably intervene.

“Let’s stay focused here” F.Stingwing interrupted “Now that she’s secure, you three find somewhere safe until the fight’s over. We’ll figure all…’this’ out after” with that the insectoid hero dove down into the fray, Buzzshock giving a playful wink before following.

“Stay here?” Ben muttered disappointedly “No way am I missing out on this! You guys with me?”

“Always, partner-Ben” Ultra-T agreed without hesitation. “Maybe just another minute like this?~” Heat’s Fire asked hopefully.

“Heart’s Fire/ I’m kidding...mostly” Ultra-T admonished/ Heart’s Fire huffed.

-Meanwhile-

As Heart’s Fire was sent flying into the air, XLR8 and B-Holder took down a swarm of mutated insects just Exo-Skull finally broke through the hardlight barriers. Snarling, he set his sights on the two ‘heroes’.

“Oh perfect” XLR8 sighed “I’ll draw his fire so you can get a clean shot. You ready?” the speedster asked “On your mark” B-Holder agreed, focusing all her eyes on the large mutant.

Before they could act, a black and blue blur shot towards the rhino-man, surrounding him in a whirlwind. Afterimages of a Kinneceleran landing multiple blows on him appearing and disappearing in the blink of an eye. Seconds later it faded away to reveal a badly battered mutant face down on the ground.

“Guess you didn’t need me after all” B-Holder whistled, before she realised XLR8 was still at her side “...Are you really here or?” she jabbed her in the side (“Ow!”), confirming she wasn’t a mirage “Sorry. But if that wasn’t you, then who..?”

As if in response, another Kineceleran appeared standing over the defeated villain, wearing flattering biker leathers that really highlighted her legs, with a heart shaped icon printed on the back of the jacket.

“Tch, that took nearly three seconds? That’s embarrassing” she sighed dramatically as her mask retracted, revealing an older but familiar face.

“I, uh, guess it was ‘me’ afterall” XLR8 blinked, taking in the older woman before them “...And I still look damn good” she grinned smugly, earning (many) eyerolls from her friend before they turned their attention to the surviving insects.

As the tide of the battle began to turn, Biowulf and Skalamander attempted to assist their downed brethren, with the wolf’s claws extending to the size of short swords while the lizardman fired a volley of green crystals towards them. Neither attacks connected as an orange furred beast-woman tackled the wolfman as the crystal shards were blocked by a giant web.

“(snarl) Down boy!” tail lashing behind her, the bestial (and busty) woman with a wild mane reach down her back and torn, black cut off shorts and t-shirt, bounced the cyber-wolf off the ground. Letting out a menacing ‘roar’ as she caught his ankle with her teeth and slammed him back down, pinning him down with a hand to the chest “Now stay”

“Wild-Gal?” Ripjaws questioned, her gaze drifting to the limb swaying behind her “...You look good with a tail” the past Wild-Gal giving a curious growl as she picked up on the impossibly familiar scent.

Meanwhile, Skalamander attempted to shift his aim, only for a four armed, blue furred simian to land on his shoulders. She wore a partially unzipped, sleeveless, purple lined black hoodie, revealing a white tank top that covered a decent bust, with matching ‘harem’ pants.

Her four eyes glinted mischievously as she held up a web sack of his crystal shards, “Hey, I think you dropped these. Lemme give them back!”

Leaping up, the Arachnachimp twisted mid air to slam the web sack into Skalamander’s face before firing a web shot out of her tail. While the lizard mutant reeled from the blow to its head, it failed to notice the web trip line at his feet. Tripping to the ground, he could only watch in panic as the simian ‘hero’ brought the crystals down on his head once again, knocking him unconscious.

With her opponent down, the blue furred woman picked up one of the shards and held it up to the light “Hmm, wonder if I could probably pawn this off as cheap Taydenite?”

“Thank you for the assistance, but who are you?” Crystal Knight asked in surprise, the simian hero gasping theatrically “Did I hear you right? You’re dressed as my good buddy C.K, but you’ve never heard of the Amazing, Spectacular, Spidermonkey?” she playfully admonished, much to the past ‘hero’s’ confusion.

“Not at all” the crystalline woman replied flatly, taking the wind out of her sails “...Seriously?”

Their misunderstanding was cut short when Sploot, abandoning its fruitless attempts to crush Scream Queen, lashed out at anyone in range. Its elastic limbs stretched like whips towards the unsuspecting heroes, but they never got close as a wall of fire erupted between them, burning away the ends of the whips and forcing the slime beast back.

As Ben touched down, the trio’s attention was drawn to the latest arrival. Striding confidently forward, a woman made of fire and red rock with a black corset top that covered her large chest, and a matching draped skirt that drew attention to her swaying hips. She flexed her arms, flames danced around her hands as she approached the towering villain.

“Oh. Oh wow” Heart’s Fire whispered, instinctively looking down at herself to compare and feeling weirdly jealous “I get why ‘zappy’ didn’t believe me now”

The fiery beauty raised a hand towards Sploot with a smirk as flames danced around her hands “You look a little undercooked, let's fix that” with a snap of her fingers a ‘bullet’ of flame fired out, striking the creature and bringing it to the floor in a great pillar of fire “I hope I didn’t get any of it on me, I don’t want to be late for the party because I had to change” F.Heart’s Fire muttered, giving her outfit a once over.

After being punched back by Armizon once more, NoFace decided to find an easier target, and charged towards the distracted flaming hero. Dodging Armizon and Crystal Knight's attempts to stop him, he leapt high into the air as he prepared to deliver a quadruple hammerfist. Just as he swung down, a ‘wall’ of red muscle intercepted him, the shockwave from the collision sending shockwaves throughout the street.

Touching down, NoFace let out a pained grunt, holding up his aching hands as he was greeted with a set of highly toned abs and a truly stunning chest. Taking in just who had stopped his attack, NoFace saw a tall, four armed amazon of a woman wearing a dark grey, cropped leather jacket over a white crop top, with black sports-shorts over purple/grey capri leggings.

“...Oh that’s bullsh-/ How did they get bigger?!/ So unfair!” Scream Queen/ Stingwing/ Mantrap complained upon seeing F.Armizon’s ‘assets’, while the ‘current’ Armizon instead took note of the muscles “I gotta step up my game”

Adjusting the two bags she was carrying to run a hand through her stylishly messy hair, the muscular alien gave him a bored look “That was your best shot, huh?” as NoFace reluctantly nodded in reply, she sighed as she pulled back her lower arms “Don’t worry, I’ll hold back”

With a deafening ‘boom’ her fists collided with the mutant’s torso, sending him flying down the street and out of sight “...Maybe I should have only used one hand” F.Armizon mused, dusting off her top.

Seeing his fellow mutants being taken down one by one, Jungle Cat attempted to sneak away when he spotted Gwen and Cerebra. Activating his camo ability, he slunk towards the seemingly defenceless pair.
While Gwen was frozen on the spot at the sight of the future heroes, it reappeared, moving to snatch her up…only to be struck by a bolt of purple lightning as Buzzshock hovered behind it. As the feline mutant swayed on its feet, the small hero gave a playful flick on the nose, causing him to topple backwards to the floor.

“Nice save Buzzshock” F.Armizon praised, dragging the unconscious Exo-Skull behind her as her fellow heroes rounded up the rest of The Pack before noticing Gwen “Huh, that’s a..scarily good costume”

“It’s not a costume” F.Stingwing explained, hovering over as F.XLR8 returned with a worse for wear NoFace.

“What do you me-?/ That was awesome!”

The future Armizon, Heart’s Fire, Wild-Gal and XLR8 watched (or smelled in Wild-Gal’s case) as Ben ran over to them…Wait “Ben?!”

“Oh man, you all look amazing!” he gushed, running around them to get a better look at them now that the fight was over. Starting with…

“Wild-Gal. Huh, you don’t look a lot like those others we saw” he noted, with F.Wild-Gal’s face still being closer to ‘human’ than the elongated bestial appearance of the older pair they encountered with Phil.

“That...bad?” past Wild-Gal asked concerned, though Ben shook his head.

“Nah, you look way better than them” he answered casually, causing the ‘hero’ to preen as her future self snorted in amusement.

(“Saying stuff like that so easily without expecting anything in return…he really had no clue how much it meant to us, did he?”) she thought, as Ben turned his attention to the others.

“XLR8, that new costume looks awesome on you” he particularly liked the stylized icon on her jacket.

“Looks like Ben thinks you look good in ‘leather’~” Mantrap smirked, as the past speedster felt her face flush “Wonder if he thinks that about the rest of us too?~” she continued, subconsciously flexing her whip-like arms at the ‘possibilities’.

While Gwen gagged, Ben tilted his head in thought as he innocently mulled over that statement “Hmm, I guess? I’d probably need to see how it looks” growing confused as Gwen grew more uncomfortable…and the ‘heroes’ more flustered.

“All right, short king” F.Armizon said playfully “Let’s tone down the compliments before someone passes out” F.Heart’s Fire covering a laugh at his pout.

“But I didn’t get to you two yet” he objected, causing Spidermonkey’s face to split into a wide grin.

“Aw, it’s cute he’s so excited to see us” the simian alien snickered, somersaulting over to the young hero to affectionately ruffle his hair.

“A new hero, are you a…Spider monkey? That’s awesome!” his mild embarrassment over her gesture being overshadowed by the reveal of one of his future ‘partners’ “And the way you flip around, I wish I could do that!”

“And he does wonders for my bruised ego” she grinned, pulling him into a side hug “I vote we keep him”

“Spidermonkey, you can’t adopt our…’partner’s’ younger self” F.Heart’s Fire said, looking at him with fondness even as she hesitated with her choice of words.

“You’ve got your own Ben anyway” Mantrap added, not ready to share with over nine thousand new heroes.

“Speaking of ‘our’ Ben, he’ll need to know about this” F.XLR8 said “If someone’s messing with time travel, he’ll need to be warned”

Hearing this as he (warily) introduced himself to Buzzshock (before giggling alongside her as the static from her hand caused his hair to stick up) he held up his fist in determination “We’re going to meet future me? Perfect. We can have a real team up and deal with that witch who brought us here!”

“Witch?” F.Armizon repeated in interest.

Ben nodded in reply “Yeah, it was-/ “There you are!” /- her!”

Descending from the sky, the mysterious woman in blue landed between Ben and his future partners “Figured I’d find you if I just followed the explosions” she snarked, appearing unconcerned as Ben and his ‘partners’ got ready to fight.

“Gwendolyn? When did you get here?” F.Stingwing asked, stopping the visitors from the past cold.

“...Gwen?!/ Dweeb?!/ Me?!”

Pulling back her hood, the woman proved herself to be an adult Gwen “I did try to explain on the rooftop before you ran off”

“No way…I know magic now!” Gwen gasped, feeling hopeful for the first time since coming to this ‘dark’ future “Hey, can you teach me that spell you used on the roof?”

She was ignored however, as F.Heart’s Fire realised what this meant “So, Gwen. What’s up with the nostalgic reunion?” she asked, gesturing to her younger self who was in the midst of asking where she got her dress.

Gwendolyn held her hand up for silence “If you’ll let me explain…”

-Five Hours Ago, Legerdomain- (“Where?”/ “Ben, shhh!”)

“While I was recentering myself after an…intense ‘arcane ritual’ before traveling to Earth…”

Gwendolyn sighed contently as she lay back against the bed, staring fondly at the silver haired woman opposite her.

“I received a vision warning me of a looming crisis”

Gwendolyn jolted violently as her eyes glowed bright, images of Ben stranded in a desolate realm, alone and surrounded by dozens of menacing figures. Tennyson Tower, in ruins. And finally, a malevolent presence silhouetted in purple energy as the sky split behind him.

“With the help of my wi-fellow Magus, I sought a way to avert my vision”

Now dressed and in their study, the (slightly put out) silver haired woman held her hands as both their eyes glowed. Their efforts were rewarded with a vision of two men, each wielding the Chaquetrix standing side by side against the malevolent figure.
As the vision ended, the castle shook as a rift in space-time appeared in the sky, causing one of her spell tomes to fall open beside them. Checking the page, she saw that it was for the Time Portal spell.

“While Hope stayed to try fix the rift on our end, I made my way here to perform the spell and, well…here we are”

After a goodbye kiss, ‘Hope’ stepped back as Gwendolyn summoned a portal to Earth. Offering a comforting smile, she flipped up her hood and stepped through.

“Who’s ‘Hope’? Why does it feel like you were leaving things out?” Gwen asked, growing confused when Gwendolyn looked away with a faint blush at her slips.

“That’s not important right now” she insisted, ignoring the knowing looks from the future heroes, and the teasing grins from the past ‘heroes’ “What we need to focus on is stopping this threat before it’s too late, and for that we need to bring both Bens together. Do you know where ‘our’ Ben’s closest duplicate is?”

“Duplicate?” Ben asked in confusion, while his ‘partners’ perked up in interest.

“Space-Time duplicates” F.Heart’s Fire explained “How else do you think he’d have time for all ten thousand of us?” causing Gwen to shudder at the full ‘implications’ of that.

“Fascinating” Cerebra hummed, a certain glint in her eye “You wouldn’t be willing to share how this was achieved, would you?”

“Sorry, can’t give too many spoilers” F.XLR8 insisted, much to their disappointment “Hey, if we say too much, it might not happen for you. Time travel is screwy like that” she pointed out.

“Aw come on, can’t we get a hint?” Ben asked, looking up at her hopefully.

The future speedster had to bite her tongue to avoid giving in to his request “Don’t use those big ol’ eyes on me, it’s not fair” she whined half jokingly.

“It doesn’t matter anyway, there aren’t any duplicates available” F.Armizon said, stepping in to help her friend “Thanks to some ‘time anomaly’ we’re down to only one Ben, not to mention it’s interfering with interplanetary travel”

Gwnedolyn looked concerned “How many of you that can fight are still on Earth?”

“Not including us? Four” F.Heart’s Fire answered, wincing at Gwendowlyn’s incredulous look “I know. There’s been a string of incidents across the galaxy recently, and when we split up to handle them, then that anomaly appeared cutting us off. Given your vision I doubt it was a coincidence”

Gwendolyn clenched her fists “Then we need to find Ben, and fast”

“He should still be at the tower, prepping Max’s party and keeping an eye on the k-guests” F.XLR8 said, quickly covering her slip “I can run ahead and check”

“I have a tower?” Ben blinked in surprise “SureWeDo.WhereElseWouldWeAllLive?” Buzzshock shrugged carelessly.

“So we’re ‘living together’ then?” Scream Queen asked with interest, the future heroes refusing to comment while Ben gave her a confused look “Why wouldn’t we be?”

“You…truly wish to have a future together?” Crystal Knight asked hopefully “Well, yeah. Why, don’t you?” he returned innocently.

“Oh I do~/ Definitely~/ More than anything~”

Taken aback by their passionate responses, Ben still couldn’t help but grin at how much they cared (“They really are the best friends I could ask for”) he thought fondly.

While Ben imagined a life of epic fights and daring space exploits, his ‘partners’ thoughts ran from domestic fantasies (Pinball) to more…explicit ones (Scream Queen).

Seeing the various expressions on their past selves faces, the future heroes couldn’t help but laugh.

“Heh, I forgot how…‘eager’ we were back then” F.Armizon sighed nostalgically.

“Oh please, you're just as bad now” Gwendolyn scoffed, earning five offended glares “No we're not” F.Wild-Gal argued…just as their Chaquetrix icons flashed signalling an incoming transmission.

“Ladies, I hope I’m not interrupting anything” a strong, male voice said over their communicators.

“Always have time for you, short king~” F.Armizon answered quickly, stoically ignoring Gwendolyn’s smug expression.

“Is that me?” Ben asked, surprised by how mature and confident he sounded.

“Mmm, not bad. Not bad at all~” Mantrap purred, the others voicing their own agreement much to Gwen’s disgust.

“There was an alert from Sector 15-D while you were dealing with The Pack. I’m on route to investigate it now” F.Ben explained, causing F.XLR8 to frown “Alone?”

“Relax, scans indicate that it’s just Animo. I’ll take him down quick and be back before the party starts, don’t you worry about that” he replied, while F.XLR8, F.Stingwing and Buzzshock took off towards Sector 15-D without a word.

“Ben, this is Gwen, you need to wait for back up. I had a vision that-” Gwendolyn tried to explain, only for Ben to cut her off “I’ll have to call you back Gwen, Animo’s just seen me coming” before disconnecting the call.

“Hey wait, Ben!” Gwnedolyn called, before glaring at the communicator “Stubborn idiot. Hopefully the others make it there soon”

“Better not take any chances, can you teleport us there?” F.Armizon asked, while Gwendolyn shook her head.

“I’m still recovering from the Time Portal, it’ll be a while before I can pull off another large scale spell” she cursed, as Ben threw his hands up in frustration “Great. So what do we do now, call a cab?”

As if on cue, the assembled heroes heard a very familiar car horn, turning as the Rustbucket rolled up to the plaza. The door opened revealing another familiar face. “Gwendolyn, I thought that was you. You ladies need any help getting those troublemakers back to the Null Void?” a bearded Max offered.

“Grandpa!” Ben and Gwen gasped out, the old(er) man blinking in surprise “...I’m not the only one seeing them, right?”

“I’ll explain on the way” Gwendolyn assures him “Right now, we need to get to Fort DNA-X”

-Chaquetrix City, Fort DNA-X, 2025 AD-

Ben Tennyson (also known as Ben Tenn Thousand due to certain…’reasons’), rocketed through the sky towards Fort DNA-X. Decked out in light blue Mechamorph-armour, the suit’s single ‘eye’ focused on a large hole in the side of the fort.
Fort DNA-X. Earth’s largest depository of genetic information from across the galaxy, and the final resting place of a certain alien warlord.

“Goodbye and good riddance” he muttered.

(“The damage Animo could do with even a fraction of the samples here, let alone…’his’)” Ben 10k shook those thoughts aside as he finished his approach.

Landing in a classing superhero pose, he paused only to shift his gauntlets into multi-barreled blasters before storming through the breach.

“Alright James, we’ve done this song and dance plenty over the years. If you give up now, I won’t post the footage of me kicking your ass online…I’ll save it for the family” he quipped.

Weapons at the ready,he detected movement on his right and swung the barrels around to face the contact when..

“Whoa! Don’t shoot please, I’m too young and handsome to die!” a sleazy voice pleaded.

“Argit?” Ben 10k blinked in surprise “What the heck are you doing here?”

The humanoid opossum stopped cowering and relaxed as the weapons were lowered “Ah well, y’know, I saw the smoke and just…had to see if anyone was around…to help that is” he added quickly.

“Sure you did” Ben 10k replied flatly, as something expensive and high-tech slipped out of a sweating Argit’s coat pocket. Preparing to send him on his way, Ben 10k paused as an arrogant voice called out.

“Ah, Ben ‘Tenn Thousand’. Coming to deal with me personally, I’m honoured” Animo sneered from behind cover.

“Well it’s a busy day for us. No need to waste everyone’s time dealing with just you” Ben 10k shrugged, gesturing for Argit to hide as his sensors located Animo behind a row of cryo pods.

“Ah, but who said I was alone?” Animo chuckled, Ben 10k having just enough time to register three incoming targets and jet out of the way as three mutated humans slammed into the spot he’d just been.

The first figure appeared to be man made out of living bandages, the second a humanoid squid, and the third a female insectoid.

“Tuck, Skwydd and Cricket. How are my three favourite knock offs doing today?” Ben greeted sarcastically.

“Make your jokes Tennyson, but I know you're rather short on your precious ‘partners’. Even if those remaining do defeat my Pack, they’ll be too late to save you! For once, the odds are in my favour!” the mad doctor cackled.

While Ben 10k prepared to open fire, his suit picked up three more incoming signatures, as three heart shaped icons appeared on his H.U.D.

“Sorry doc, I think your calculations are a little off” Ben chuckled, Animo felt a flicker of dread run through him.

In a matter of seconds, Skwydd was slammed into a wall by a black and blue blur. Cricket was struck by a burst of purple lightning. And Tuck was forced into a solid shape by a stream of green slime.

“Now” Ben 10k said cockily, detaching a special grenade from his belt as F.Stingwing, F.XLR8 and Buzzshock appeared one by one at his side “Cerebra and Brainstorm just finished this ‘Null Void grenade’ prototype, and you get to be our first official capture”

“Great.NowThatWe’reDone’MonkeyingAround’” Buzzshock snickered alongside Ben 10k, while Animo groaned in annoyance “WeCanFocusOnFixingThatTimeRiftAndBringingEveryoneHome”

“NO! This was not what I was shown! Not how things were supposed to go!” Animo snarled in outrage “Making deals with forces offworld to divide your attention, unleashing my creations to ravage your precious city, the time rift to cut you off from your mates! My victory was supposed to be assured!”

“Not what you were shown?” F.Stingwing repeated uneasily, as Ben 10k put his suit’s sensors back on full alert.

“You’re saying you knew about the time rift before it formed? How?” he demanded.

“Because ‘I’ told him so”

Turning at the unexpected reply, the heroes found themselves hit with an intense burst of energy that filled the room. While Animo let out a pained cry while shielding his eyes, Ben 10k’s armour compensated for the glare as he moved to cover his less fortunate partners.
The suit’s sensors blaring out a warning was the only reason he didn’t lose an arm, as he barely managed to dodge a pair of energy blasts that ‘crumbled’ half of his helmet and all of the armour on his left arm.
With Ben dropping to one knee as the light faded, the heroes were surprised to find a new figure standing before them. With a purple visored helmet and a large gauntlet on his left arm, covered by an armoured black trench coat, the man cut an imposing figure, even with his withered face.

“I suppose it was too much to think that Animo could handle you, even with the handicap I provided” the man sneered, his gauntlet pulsed with unknown energy “I guess that if you truly want someone dead, you have to do it yourself”

-Chaquetrix City, Rustbucket, moments earlier-

“Grandpa, this new Rustbucket is so cool!” Ben whistled, taking a seat at the table alongside Heart’s Fire Armizon as they sat opposite their future selves.

Not only could the Rustbucket FLY now (awesome), it was also somehow larger on the inside than it appeared from the outside.

“A little bit of Chronosapien space-time manipulation filtered through Galvan tech. Expensive, but worth it” F.Max replied cheerfully, having taken the revelation of his past grandkids' appearance in stride.

Ben turned his attention back to F.Heart’s Fire and F.Armizon, the two sorting through the bags that F.Armizon had been carrying.

“All good here. Nothing broken” the muscular beauty confirmed repacking various cooking instruments and ingredients.

“Thanks ‘Zon, It’d have taken forever to carry all this back myself” F.Heart’s Fire said gratefully, F.Max perked up “Oh, what are you planning on cooking up?”

F.Heart’s Fire wagged her finger “Nuh uh, no peeking mister. You’ll have to wait for the party” she admonished playfully as Ben tilted his head in thought.

“Hey all this cooking stuff reminds me, we saw an ad for a restaurant based on you when we first got here. What’s up with that?” he asked, causing the future bombshell to laugh.

“Based on? No no, I OWN that restaurant” she answered proudly, unable to help the small laugh that escaped her as Ben’s face split into an excited grin “Our Ben had the same reaction”

“I have my own restaurant?” Heart’s Fire repeated in surprise “...Well, making that BBQ was pretty fun I guess” she admitted, while Ben eagerly sat forward.

“So those other ads we saw, about Cerebra and B-Holder, they’re real too?”

“Yup!” Spidermonkey replied, hanging down from the roof “Superheroing doesn’t exactly pay the bills, so we all turned our hobbies into big time careers”

“Well, at least you’re doing what you love” Ben shrugged, though he was pretty pleased that his partners were doing more for themselves instead of worrying about him as much.

“Oh you have no idea~” Spidermonkey hummed cryptically, swinging off as Ben and his ‘partners’ tried to weasel out any more details about the future from their counterparts.

While her cousin was busy, Gwen sat in the passenger seat beside her future self, doing her best to calm herself after several unwelcome surprises.

“How did all of this happen? A city named after them, businesses and monuments. If it wasn’t for that protest in the park I’d think the whole world had gone crazy!”

“Wait, you mean Harangue’s little protest?” Gwendolyn scoffed “Trust me, he’s not someone you want to agree with”

F.Max gave his past granddaughter a sympathetic look “I know this must be a shock for you. I remember that it was…’difficult’ to get along with them, especially in that first summer, but things turned out ok”

At Gwen’s skeptical look he admitted “And it helps that they’ve basically stopped flirting so aggressively with him”

“Really?” she asked hopefully as F.Max nodded (“I mean…she doesn’t need to know ‘why’ they don’t try so hard anymore” he reasoned)

“Hey I just noticed, why’re you guys all wearing rings?” Ben asked suddenly, causing F.Max and Gwendolyn to facepalm while Gwen’s face rapidly began to pale.

Ben’s ‘partners’ on the other hand, looked like Christmas just came early.

“Wait, really?!/ Which finger are they on?!/ Let me see!/ Oh my god! Oh my god!/ Are we really-?”

“You’re all married?” Ben blinked in surprise “Who to?”

Gwen threw her hands up in frustration “Oh my god! It’s obviously y-”

“Sorry Ben, but we can’t confirm anything” Gwendolyn interrupted, ignoring Gwen’s stunned look “As XLR8 said, knowing too much can sometimes stop it from happening”

“Which is why we should-/ Silentio Vocales” Gwen looked at ‘herself’ in betrayal, as Gwendolyn magically cut her off before leaning in to whisper “It know it doesn’t seem like it now, but this is for the best”

“Wonder if we could learn that trick” Scream Queen muttered to a snickering Cerebra, while Ben stared at his future partners thoughtfully.

“I get that you can’t say who, but you guys are happy with them, right?” he asked finally..

He may not care about all that mushy stuff himself (though there was this weird feeling in his chest that he couldn’t understand), but he’ll be damned if anyone breaks his partner's hearts! They deserved the best after all they’ve done for him.

F.Wild-Gal gave a fondly amused snort before padding over to him “No worry. ‘They’ never let us down”

“Good. But if they ever forget how lucky they are, just call me back and I’ll smack some sense into them” he said with complete sincerity, causing his ‘partners’ to swoon while the future heroes fought to keep a straight face.

“I don’t doubt it. You would never let us down, Ben” F.Heart’s Fire said fondly, her deliberate choice of words went over his head but not her past self who valiantly suppressed a ‘squee’.

Satisfied, Ben went back to trying to ask about his nine thousand (plus) new partners, while Stingwing and Pinball shared a loving sigh.

“It's a little silly, but really sweet how Ben’s so ready to fight ‘himself’ just to make sure we’re happy” the insectoid ‘hero’ chittered happily.

“What did we ever do to deserve a ‘partner’ like him” Pinball giggled.

The easy going mood was shattered however, when the future heroes’ icons all began to flash red before going grey.

“What-?!” F.Heart’s Fire gasped, quickly tapping her icon alongside the other heroes to no effect.

“What the hell?!/ Did they almost time out?/ Did something happen to Ben?!”

“Damnit! Step on it grandpa!” Gwendolyn yelled, the retired Plumber hammering the accelerator as an icy feeling settled in everyone’s stomachs.

-Chaquetrix City, Fort DNA-X, 2025 AD-

As the Rustbucket touched down on Fort DNA-X’s landing pad, it was immediately clear that a major fight had taken place. A large hole had been blown in the side of the building, with smoke billowing out.

“Looks like we missed the action” B-Holder said, taking in the ruined lab interior they found plenty more evidence of battle…but no sign of Ben 10k or his future partners.

“This is making my scales crawl” Ripjaws muttered, tensing for a fight while Gwendolyn tried to raise Ben 10k on the communicator.

In a flurry of movement, both Wild-Gals sniffed the air before pouncing at a piece of rubble, flushing out a screaming Argit.

“Hey, isn’t that Bevin’s rat friend? Argit or something, right?” Ben asked, as Scream Queen hovered threateningly over head. “Ah yes. The photo thief” she hissed, the past ‘heroes’ all glowering at the cowering crook (while Gwen ‘innocently’ avoided eye contact)

“Wait wait wait!” Argit begged “I got premium information about what happened here!”

“Start talking slimeball” XLR8 demanded, Argit adjusted his coat as he attempted to regain some control of the situation.

“Not so fast, ‘dress-up’. First, we should talk about payment-/ Argit” Argit gulped as F.heart’s Fire stepped forward, her voice (ironically) sending a chill down even the past ‘heroes’’ spines.

Wisley, he decided to tell them what he knew.

-Flashback-

While Argit ‘heroically’ cowered in his hiding spot, he couldn’t believe what he had seen. The masked man, using his terrifying control over chronal energy, had nearly aged the heroes into dust before Ben 10k recalled them into the Chaquetrix to save them.

Unfortunately Animo and his mutants took the opportunity of his distraction to ambush the hero, while the masked man summoned a small army of robotic minions to aid him.
Ben 10k put up a fierce fight, Argit would give him that, landing some good hits on his enemies and destroying multiple minions, but it was too much. With his armour crippled and no partners to help, Ben was quickly surrounded and overwhelmed.

Staggering, he was unprepared for the masked man to appear at his side in a purple flash and grab hold of the Chaquetrix, disabling the watch and leaving it stuck in its recharge mode before Ben 10k managed to bring his remaining blaster gauntlet up to force him back.

“This is what passes for an Omnitrix in your timeline?” the man grunted as he regained his footing, shooting a disdainful look at the hero “What a joke”

“You got past the gene-lock? How-?” Ben 10k trailed off as Tuck used his bandages to prime the Null Void grenade at his side.

“Fear not Tennyson. I shall inform your family of your ‘unfortunate’ demise, personally” Animo cackled, as Ben 10k’s single visible eye widened in horror and rage before he vanished in an orange flash.

-Present-

Needless to say, the news did not go over well.

“Ben’s in the Null Void?!” F.Armzion yelled, shaking Argit in a panic.

“T-that’s w-w-what I-I sa-a-a-w” the dazed crook confirmed, before being unceremoniously dropped to the floor.

Ben clenched his fists in anger “Threatening my family? Oh, he’s asking for it!” turning to F.Max he asked “Can we call anyone for help in rescuing ‘future’ me?”

Sadly, F.Max’s attempts to contact Tennyson tower were greeted with silence “I can’t get through!”

“P-probably because those freaks are already there” Argit groaned from the floor, catching everyone’s attention.

“What do you mean?” Gwen asked hesitantly, as Argit was once again yanked off the floor by the anxious heroes.

“After they gave Benny boy an express trip to the Null Void, that masked psycho teleported them all over to the tower” Argit explained before being dropped once more (“Ow..come on man!”)

Gwendolyn and F.Max shared a look of horror with the future heroes “The kids!”

“Kids?” the past ‘heroes’ echoed breathlessly, torn between ecstatic joy at confirmation of their future children‘s existence, and fear at the thought of them in danger. Their gazes drifting over to their oblivious ‘partner’.

Gwen however, was less than enthused at the thought “Kids?…How many…how old was…?” she muttered somewhat hysterically as just her worst case scenarios ran though her mind…before collapsing onto her cousin.

While F.Max hurried to their side, Ben did his best to keep her on her feet “Whoa, Gwen are you okay?”

“Kids…multiple kids…” she muttered in a horrified daze, as Ben awkwardly tried to comfort her.

“Uh, hey…don’t worry Gwen. We’ll save the kids” he assured, missing the true cause of her horror.

“They might not be ‘our’ kids, but if those creeps lay a hand on them..” Armizon trailed off threateningly, sharing a determined look with her future counterpart.

“Hey Big Red, you recharged yet?” XLR8 asked, with the Arch Magus nodding before starting to prepare the spell “It’ll be rough, but we don’t have time to waste”

“Ben” the young hero looked up at her call “Group everyone up for the trip. Max, round up as much support as you can before meeting us there”

“Right. You heard her guys” Ben ordered, pulling up his hood as his ‘partners’ took position around him and Gwendolyn. Looking over at Gwen he asked “If you need to sit this out-”

Gwen suddenly tightened her grip on his arm, eyes wide “I’m not letting you out of my sight!” she declared, casting warning looks at the ‘heroes’.

Ben, though initially surprised, came to his own (incorrect as always) conclusion (“I Guess hearing about future me getting trapped, really spooked her”)

“Kids” they looked back to see F.Max watching them with a conflicted expression “Be safe”

“Hey, we were awesome with ONE set of heroes, with two? We’re unstoppable” he assured him, as Gwendolyn blazed with arcane power.

“Abeo Exorior!”

A blue dome covered the assembled heroes, as they slowly faded from view before the dome rippled out of sight. Heading back to the Rustbucket, F.Max was stopped by Argit.

“Hey, there’s one more thing you should know, just...don’t shake me again” he said nervously, hesitating to make eye contact “Before they left, that ‘Quack’ doc used his transmo-gizmo on one of these cryo pods. Some freaky Frankenstein stuff”

“What was in it?” F.Max asked, a bad feeling forming in his gut.

Argit pointed towards an intact, yet open, pod a few rows down. Making his way over, he found an open stasis pod reading ‘VX-0001’

F.Max’s eyes widened in horror “No…”

-Chaquetrix City, Tennyson Tower-

Teleporting inside the tower’s main control room, Ben and Gwen were immediately taken in by the amount of advanced tech on display. They had little time to fully appreciate it though, as Gwendolyn collapsed to her knees breathing heavily.

Ben quickly crouched by her side “What’s happening, are you ok?” he asked, noticing how her eyes and hair seemed to flicker with white/purple energy.

“Does this happen to me a lot?” Gwen asked in concern, kneeling beside her.

“I’ll be fine” Gwendolyn gasped out, straining as the stage energy receded “Just…pushed a little too hard there” calming her breathing, she accepted their help back to her feet.

Addressing the future heroes, she said “Go on ahead, Make sure the kids are safe”

“We’ll find them” F.Wild-Gal promised, moving to the doors…that failed to open.

“Oh, seriously?” Spidermonkey groaned, stepping back as F.Armizon prepared to force them open.

“I wouldn’t do that. The F.O.F tags are currently offline, you step out now and the defences will just attack you too” a sophisticated female voice called out from behind them.

Turning, they spotted a small yet familiar figure, wearing a smart white lab coat over a stylishly form fitting black skirt and blouse, climbing out of the central command console “Gwendolyn, sisters, excellent timing” she greeted distractedly, moving to check the holographic display.

“Whatever attacked us knocked out most of our systems, but I believe the children were successfully evacuated before the teleporter disks went down. I’ll know more about the situation once the system reboot finishes and we regain control of security-” the figure explained, cutting off as she finally looked up from her work.

Adjusting her half rim glasses as she flicked her short ponytail back, F.Cerebra looked over the past ‘heroes’ before her eyes landed on Ben.

“Benjamin? I’ll admit it is a surprise to see you, but not an unwelcome one” the diminutive scientist said, activating a Galvan jetpack as she flew over, landing on the opposite shoulder to her past counterpart.

“Uh, it’s good to see you too. Cool jetpack” Ben replied hesitantly, F.Cerebra easily picking up on his tone.

“Is there something wrong?” she asked, causing Ben to sheepishly scratch the back of his head.

“No, it’s just…weird…hearing you use my full name” he admitted, the future hero letting out an amused ‘hmm’.

“Ah, you prefer it when I call you ‘big boy’?” she pressed, noting how her past self’s face lit up at his embarrassed agreement.

“I hate to interrupt, but there’s more serious stuff to deal with right now” F.Heart’s Fire reminded with F.Cerebra quirking a brow expectantly.

“I’m getting the feeling you’re not simply referring to the intruders” the genius hero replied, as Gwnedolyn stepped forward.

“Ben’s been trapped in the Null Void” she explained, not missing how the genius’ shoulders tensed at the news “We need to get him out fast. I tried to teleport directly there but-”

“The chamber lockdown must be in effect” F.Cerebra finished, her voice tightening with concern as she flew back to the console “...I can’t control the Null Void projector from here, and communications are scrambled, I’m having to reactivate them floor by floor. But the security feeds should be coming online now, perhaps we can locate our sisters and communicate with them to head for the chamber” she suggested, bringing the feeds up.

The first screen showed the masked man and his minions battling through the tower's defensive turrets and strange, featureless white androids that seemed to melt out of the walls.
They were little more than speedbumps for him, as he seemingly aged them into rust as he continued his advance through the halls.

“I recognise that man, he’s the one from my vision!” Gwendolyn glared at the screen “I’m not sure where Animo found him, but if he’s powerful enough to create a time rift then leave him to me”

The next showed Animo surrounded by both the trio from Fort DNA-X and the Pack. Giving the past ‘heroes’ their first glimpse of the mad doctor, with the only recognisable part of him being his head inside of a life support jar, his body having been replaced by a genetically modified albino gorilla’s.

“That’s Animo?!” Heart’s Fire blinked in surprise, while Stingwing quipped “Looks like the ‘good doctor’ put on some weight”

“And didn’t we just beat those guys? Shouldn’t they be locked up or something?” Ripjaws asked, to which F.Cerebra gave an annoyed grunt.

“The Plumber agents assigned to bring them in failed to report before communications went down. I guess we know why now” she realised, making a note to send med teams to their last known location.

Worst of all was the third screen, which showed a large, red armoured squid-like alien. Ignoring all the tower defences attempts to stop him as he effortlessly sweeps them aside.

“Are you kidding me? He’s got Vilgax too?!” XLR8 groaned, not looking forward to round three against the warlord “How many times do we need to teach squid-face a lesson?”

“Given that we left him in pieces last time we fought, I’m not sure he’ll ever get the message” Gwendolyn snarked, though there was a hint of concern at seeing her family’s old enemy alive and whole again.

“Looks like he got some upgrades since last time” Spidermonkey noted the additions to his arms, not to mention one was now significantly larger than the other.

“Looks more like he’s had one too many lonely nights” Heart’s Fire snarked, earning a few startled laughs from the others at the unexpected innuendo. With Ben joining in despite not fully understanding the reference, though judging from the redness of Gwen’s face she definitely had.

“Joking aside, their current path suggests they’re heading directly for the Null Void Chamber” F.Cerebra said, projecting their path on a 3D model of the tower “I would’ve assumed they were attempting a mass prison break, but given that Ben is inside…”

“They might destroy it to keep him trapped!” Pinball finished in horror.

“Not on our watch!” Ripjaws snarled “Vilgax didn’t take Ben from us in our time, and he won’t take him from you now!” her fellow ‘heroes’ readying to move out as they shouted in agreement.

Slightly embarrassed (but very touched) by how much they cared, Ben stepped forward with a plan.

“Cerebra, Ultra-T” the two perked up “Help get this back online so we can warn grandpa and get some more back up…and also check in with the kids to make sure they all got out” he added upon seeing the worried looks on his future partners faces, much to their appreciation.

“Affermative, partner-Ben/ Leave it to us big boy” they acknowledged, joining F.Cerebra at the console.

“Gwen-” he started, only for his cousin to stubbornly stay at his side.

“I told you. I’m not letting you out of my sight” she insisted, with Ben missing her warning look to his ‘partners’ as he rolled his eyes.

While F.Cerebra offered a spare hover board and blaster to Gwen, Spidermonkey had a thought.

“Speaking of staying in sight, where’s the home team?” Spidermonkey asked, hanging upside down while scrolling through the security feeds but finding no sign of their fellow heroes.

“According to the sensors, there are three Chaquetrix signals sixty one stories below us” Ultra-T replied, interfacing with the system as something on the console “They are currently outside of the Null Void Chamber”

“Outside?” F.Armizon muttered “Did they already figure out their plan?”

“Unknown. It is possible that-” Ultra-T started, before a new reading popped up on screen “Alert. The system is showing four life signs inside of the chamber”

The future heroes shared a worried look “You don’t think..some of the kids didn't make it out, do you?” F.Heart’s Fire asked, holding a hand to her chest in concern.

“I’m not going to risk Vilgax getting them if there are” Ben declared, activating his wristblade “We’ll rescue the kids and future me, then we’ll show these guys what happens when you mess with family” leading the charge alongside the future heroes, he missed the wide grins on his ‘partners’ faces as he unintentionally included himself in that statement.

“He’s going to make such a good dad~” B-Holder sighed dreamily, joining her fellow ‘heroes’ in eagerly following him out.

(“..I might owe my past self an apology”) Gwendolyn thought guiltily, seeing the distraught look on her face as the ‘heroes’ reactions (“After this, they’re going to be so much worse to deal with than they were for me…”)

-Tennyson Tower, Null Void Chamber Exterior-

Outside the chamber, guarding the blast doors sheltering her family, F.Beholder knelt as she tried to catch her breath. Unlike many of her fellow ‘first gens’, the only noticeable changes to her were a more ‘mature’ figure and a slightly more conservative bikini top (Hey, it’s hard to find clothing when your torso is covered in eyes!)

When the teleporter grid had gone down they’d tried to get the kids to the saferoom, only for hordes of energy sword wielding robots and a small army of Animo’s mutants to force them to retreat further into the tower, taking refuge in the most secure area available. The Null Void Chamber.
Though the droids and mutants had the strength in numbers, they might still have prevailed…had they not been joined by a significantly modified version of their old enemy, Vilgax.

Glaring defiantly at the assembled villains, she shifted some of her eyes as she observed her two sisters that struggled to their feet for one last stand.
To her right was an almost quadrupedal blue scaled lizard-like alien, wearing a partial unzipped black and white long tail parka coat with matching leggings, that fit her figure quite snuggly. To her left was a nine foot tall, anthropomorphic tiger woman wearing a black and white wrestling singlet, that strained against her incredible bust and muscular thighs.

The masked man regarded them with a mix of curiosity and disdain “How Azmuth allowed Tennyson to make such ridiculous modifications to the Omnitrix, is beyond me”

“From my understanding, the Chaquetrix was always intended for such a base purpose” Animo informed him, the masked man giving him a flat side eye.

(“...If the last surviving copy of the Hands of Armageddon weren’t on this world, I’d have already wiped it out”) he thought in disgust, before aiming his palm towards the downed heroes.

“Lemme…tell ya somethin’...prune face. (“My name is Eon, wench”) Whatever!” the tiger woman spat out catching her breath “If you think I’m gonna beg, you’re twice as stupid as you’re ugly. Gimme your best shot, I can take it!”

“Ira, no you can’t” F.B-Holder said, before glancing between Animo, and the modified Vilgax “I’m surprised you’re taking orders from a human, Vilgax. I thought you had more pride than that”

The warlord’s eye twitched, as if he was struggling to act, when Animo let out a mad cackle.

“Hahaha, oh please” Animo mocked, inadvertently blocking ‘Eon’s’ shot as he stepped forward to gloat “Do you think I’d be stupid enough to give a being as dangerous as him free will? No, he’s little more than a tool to extract my revenge-”

Eon snarled in frustration “Stop your boasting! Can’t you see they’re stalling-”

“And it worked”

“Wha-GRAH!” Eon was thrown against the wall by a bolt of golden energy, quickly being followed up on by Gwendolyn flying after him.

Whirling about in shock, Animo had no time to order Vilgax into action as both Armizon’s tackled the warlord through the opposite wall and onto the Null Void landing pad, being followed by Mantrap and Stingwing.
The surprises didn’t stop there, as the mutants and droids were set upon by the rest of the past and future heroes.

“Impossible!” the mad doctor ranted, as he spotted XLR8 and Stingwing among the crowd “How could you be back? Tennyson is-”

“Right here, Animo!”

Eyes widening in shock, Animo could only gawk as the ten year old version of his nemesis appeared out of thin air alongside Scream Queen. Slamming his palm against the life support jar, Ben activated his taser glove, causing Animo to cry out as the circuitry connecting him to his ape body to spark violently.
As he toppled backwards, Ben landed beside F.B-Holder, the future hero blinking all her eyes as she realised just who was before her.

“B-Holder! Are you alright?” he asked, helping the stunned hero back to her feet.

“B-Ben? Are you…how?” she stammered, jumping as Scream Queen appeared by his side again.

“Sorry to interrupt” she said (though F.B-Holder thought she didn’t seem very sorry at all) “But we need to get into the Null Void chamber to rescue ‘your’ Ben. Apparently the security prevents me from simply phasing through”

“Rescue? Wha-?”

Ben held his hands up apologetically “We’ll explain it all later. All that’s important right now is that we need to get inside and let him out of the Null Void”

Still caught flatfooted, the future hero none the less agreed to help “Arc’, Ira, cover me while I get the doors open”

“If that’s what you need, I’ll see it done my sister” ‘Arc’ replied, unleashing a piercing blue beam from her mouth to freeze Tuck solid.

‘Ira’ let out a fierce roar as she sighted NoFace “Hey! NoFace, member of the Pack. I’m gonna rearrange your face so bad, you’ll actually have one!”

“That..doesn’t make sense” ‘Arc’ muttered, as ‘Ira’ shouted “Neither does he!” before hitting the unfortunate mutant with a lariat.

“Whoa! Does she have ice powers? That’s so cool!...Uh, I mean, you know” Ben grinned sheepishly “And that tiger woman looks so strong!”

“I’ll introduce you later Ben, but right now…” F.B-Holder prompted, drawing his attention back towards the chamber doors.

“Oh, sorry”

With a quick password input, the blast doors began to slide open “If our Ben is inside the Null Void, you’ll need to use a DNA sample at the console to-Watch out!” F.B-Holder gasped, pulling his back behind the frame while Scream Queen went intangible, as a volley of small fire balls shot out of the door “Celeste, stop! It’s me!”

“Oh my god! I almost fried auntie B…” a horrified young female voice said, with an even more horrified male voice adding “Not just auntie B, you almost hit my mom!”

Hearing this, Ben poked his head back around to see a group of four young aliens crouching behind a control console.
The first was a male Tetramand, wearing a black and purple sleeveless vest with matching shorts, insisting that he had nothing to do with the attack.
The second was a female Pyronite, wearing a blue ‘A-line’ dress with a black sash around her waist. Her flaming ‘hair’ spiking in embarrassment.
The third was a small, vaguely humanoid slime girl. A Polymorph that gazed at them with childish curiosity.
The final child was a short Ectonurite, dressed in an oversized white hoodie with purple ‘straps’ along its arms. A single purple/green eye visible beneath his hood as he stared at Scream Queen in a mix of relief and worry.

“Mom?” Scream Queen repeated, gazing intently at the younger spectre. Her attention particularly being drawn to his green/purple eye (“There’s no mistaking it. Then that means we...~”) she fought valiantly to keep her composure, as Ben tapped her arm to get her attention.

“I’ll get the portal open, help the others and make sure no one gets in”

Giving her (possible) future son one last look, her eye hardened in determination “No one will lay a hand on them” she promised, flying back into the battle.

As F.B-Holder worked to activate the controls, Ben took the chance to approach the kids.

“Hey, did B-Holder say you’re called Celeste? Ben greeted the young Pyronite stammering a confused ‘yes’ “You’re mom’s obviously Heart’s Fire. You’re two are Armizon and Scream Queen’s” his gaze shited to the excitable green slime “…I don’t think I’ve met your mom yet, but I bet she’s amazing too”

“I…it’s nice to meet you too…whoever you are” Celeste replied uncertainly.

Ben gave a little ‘ah’, pulling his hood down “Oh right. I’m Ben Tennyson” privately amused at their collective double take, their eyes sliding from his face to the device on his wrist.

“..HUH?!”

-Meanwhile-

When Animo had first explained the Chaquetrix to him, Eon assumed he must have been making a crude joke. Then upon seeing proof of his claims, he couldn't help but laugh.
These were this world’s defenders? Glorified call girls? Pathetic.
Even when he’d faced the three at Fort DNA-X he’d managed to defeat them without much trouble, so surely the rest would be just as easy.
Now however, he was quickly learning that the element of surprise ‘may’ have played more of a role in that victory than he previously would have admitted.

“aaaAAAAAHHH!” being thrown against the wall once more, Eon had little time to react as Crystal Knight charged in to deliver a solid set of punches to his face.

“Trying to tear apart our family? You’re the lowest kind of scum” she said, her tone low and threatening (not that he’d admit to being intimidated)

“Enough!” summoning more minions, he slipped away as the ‘hero’ was forced to duel her new opponents.

Staggering to his feet he took a second to observe the rest of the battle. It wasn’t going well, his minions were being shredded, and Animo’s mutants were proving no match for the enraged heroes without the benefit of numbers.

“I will not be defeated by another Tennyson. Especially not this one!” he snapped, just as Vilgax barrelled back into the fight, both Armizons still training blows with him.

“Where do you think you’re going?” Gwendolyn snapped, hovering over the battle to unleash a torrent of magical flame at him.

Bringing up a shield, he struggled against her magical might as he spotted something that truly worried him. Inside the Null Void chamber, a young Ben Tennyson was preparing to activate the release system.
Glancing around frantically, he called out to the recovering Animo.

“Get up you fool! Stop him before he ruins everything!”

Though furious at being ordered around, Animo complied, charging directly towards the chamber as Ben and the kids turned in surprise.

“Stay behind me, I’ve got this” Ben said confidently, prepping a cluster of explosive pellets and his wristblade..when a volley of laser fire suddenly struck Animo in the back.

Staggered, he was unprepared for Gwen to dive down and slam the hoverboard into his jar casing. Dazed, he had no chance to react as she continued to hammer him with blaster fire until he was forced to abandon his attack.

Landing beside her cousin, Gwen gave him an annoyed look “What were you thinking running off ahead like that, doofus?”

“I had it handled” he replied petulantly, before noting how the kids were watching them in stunned silence “By the way, these are Arthur, Celeste, Goop and Noctis. Guys this is-”

“Auntie Gwen!” Goop warbled happily, glomping onto the unsettled girl as she was almost literally hit in the face with the reality of the situation.

“Sorry about her. She really likes hugs, and you are her favorite aunt” Celeste apologised, gently trying to pry her off.

“That’s…great” Gwen muttered numbly, wincing as she saw the slime print left on her clothes.

Animo groaned, attempting to force his malfunctioning body up when an ominous shadow fell over him.

“And where do you think you’re doing?” Scream Queen hissed, Animo letting out a terrified scream while Ben and Gwen moved to cover the kids eyes on reflex.

“That’s my mom alright” Noctis said, far to proudly for Gwen’s comfort (“Oh god, there’s two of them now..”)

Upon seeing Animo’s failure (and oh boy, was it not pretty), Eon raged as he expanded his shield outwards, forcing Gwendolyn back before directing more minions to keep her busy.
Cursing as he was forced to summon more and use more of the time rift’s power, he checked his gauntlet for its status. The results weren’t good, it was steadily losing power somehow. That should be impossible, he’d made sure Tennyson’s damn pet Chronosapien would be too busy to interfere.
Unless…someone else was attempting to close it?

-Legerdomain-

Hope smiled despite the exertion, her staff blazing bright as she saw the rift begin to slowly seal shut.

“A nice parlour trick, but nothing to a master magician” she smirked haughtily.

Realising he needed to act now or risk losing his last chance at claiming the Hands, he decided to spend as much of the rift energy as he could afford for one last desperate gamble.

“What..is..this?” Vilgax ground out, as he staggered from the loss of Animo’s control.

Sensing an opportunity, Eon teleported over to Vilgax and placed a hand upon the warlord’s side, before aiming his other hand at the ongoing battle. Seeing this Gwendolyn shifted her focus to cast a shielding spell over the heroes, leaving only the mutants to take the hit.
Unfortunately, the blast was not meant to destroy them, and the heroes or past and future watched in horror as the mutants were warped painfully into chronal duplicates of the mutated Vilgax.

“Vilgax. If you want revenge against Tennyson and Animo, then take this army and take it!” he said, quickly teleporting away as the warlord’s eyes settled on the assembled heroes.

“Tennysons…” he snarled venously.

“...I’m really starting to hate time travel” Mantrap sighed, joining the others in weathering the now overwhelming tide of mutated Vilgaxs.

A sharp chime from his gauntlet informed him that the rift was soon going to close. Being forced to hope that the Vilgax clones would be enough to not only defeat the heroes, but hold off and further reinforcements, he made his own rush for the Null Void.
As Ben was directed to place a hand upon the DNA scanner, he teleported behind him, forcing Scream Queen and Noctis to phase the others through a blast of chronal energy, delaying them as he raised an energy dagger preparing to strike.

The blow missed Ben, but struck the console…seconds too late to prevent him from activating the release function.

“NO!” Eon futilely back handed Ben away as a bright light burst filled the room.

With his armour rapidly regenerating, Ben 10k appeared in a three point landing in front of the projector. Eon gulped as the furious hero’s single visible eye landed on him before it was covered. Taking in the room, Ben 10k spotted his kids along with Scream Queen standing beside a defeated Animo.

“You dare..” his tone sending chills down everyone’s spines (though Scream Queen would admit to a ‘different’ feeling) “You dare attack my home…my FAMILY!”

Scrambling to his feet, Eon hurried to the doorway gesturing to the ongoing battle “This changes nothing. Surrender, or I’ll order my army to crush your pathetic playthings” he ordered desperately.

His smugness quickly disappeared as Ben 10k raised his left arm “You just keep digging yourself in deeper don’t you?” with a flash, F.XLR8, F.Stingwing and Buzzshock appeared beside him. All equally furious as they prepared to launch into battle.

Taking notice of his younger self (questions for later, he decided), Ben 10k called out “Thanks for the assist mini me, but we’ll take it from here”

“R-ridiculous, you can’t possibly think you can stop my time army with only a fraction of your-” Eon’s rant died off, as his gauntlet let out one final chime before going dark.

Behind him, the chronal energy keeping the transformation active flickered and died. The mutants being left weakened in their true forms after their sudden change, while his robotic minions faded from existence all together.

As it did, there came a chime from Ben 10k’s armour “Looks like your time’s up”.

Surrounded with his plans in ruins, bereft of the power of the time rift and now facing the possibility of having to face ten thousand heroes, Eon stood tall and….

“You know what? Screw this timeline!”

…vanished back into the timestream.

“..That’s it?!” Ben yelled, voicing everyone’s thoughts on the matter “What a wuss”

Already making plans to track the rogue time traveller down, Ben 10k turned his attention to Vilgax and Animo’s mutants “Anyone else want to surrender?”

Vilgax stomped forward defiantly as the mutants quickly did just that “You may have cowed these primitives, Tennyson. But I will finally have my vengeance!”

Shrugging, Ben 10k recalled all the heroes still on Earth to his side, rejuvenating them as they prepared to face down their old foe “All right. Let’s get this over with already”

Thank you for reading this unfinished mess. Any help in actually making an ending for this would be greatly appreciated.

Or if it's all trash and you'd rather I started over let me know, and I'll work on giving you the chapter you all deserve.

Until then, I'll continue on with the rest of this fic.

I can't apologsie enough for making you all wait so long for this.