Max, Ben and Gwen stood at the check in station, waiting to get the key to the room. They were talking about the hotel they were staying. Then Ben saw it, the new sumo slammers video game.

Max heard Ben talking to the guard, trying to pass himself off as a game tester. The security guard saw right though this though so sent him away straight away. When he returned to them in the elevator Max knew he had two choices.

The first would be to tell be to not transform. It relied on him being honest and being the type of person to do the right thing instead of abusing power. He quickly saw the flaw in this plan.

Instead he went to his next plan. Since Ben had such a short attention span he knew that he could distract him by sending him to do something he would like. "Hey Gwen how about you about you and Ben go to the arcade" Gwen clearly knew that he actually meant that she was supposed to take care of Ben but decided not to mention it… at least not right away.

"Sure Grandpa that sounds like fun" Ben was instantly on board taking the money and racing to the arcade without even thinking about the game he actually wanted to play the most.

At the arcade Ben walked up to the first game he saw that wasn't being used. It was a baseball game but as soon as he started playing 'game over' appeared on the screen. "Game over. It just started" Ben raged to himself, Gwen coming up behind him. He turned to a worker behind him "this thing ate my tokens"

"Read the sign kid, it says play at your own risk" the worker responded before walking off clearly having no intention to help Ben in the slightest.

"This place is a rip off your know that" he yelled after the worker but he wasn't acknowledged.

"Your right, the games here stink" a kid with long black hair commented, leaning against one of the machines for support.

"Yer but not as bad as his breath, major case of sewer mouth" Ben waved his hand in front of his face for emphasis.

"He-he-he your funny" he turned placing his hand on the machine "here you owe me one" a jolt of electricity travelled from his hand into the machine. Max saw this and quickly pulled his cell going into outside to make a call.

"Whoa, how'd you do that" Ben asked in awe of the skinny boy before him.

"I've got some skills" he answered cryptically, smirking at the thought of sounding mysterious.

"You can't take those, there no ours" Gwen disciplined looking in the direction she thought Max would be in and seeing nothing.

"They are now" Ben laughed happy with his prize. "Thanks I'm Ben"

"Kevin"

"Want to play some air hockey" Ben offered trying to avoid dropping any of his loot.

Just then Kevin noticed two large boys walking around the corner. "Nah, I got to bail" he walked away swiftly hoping to avoid the problem. But he soon walked into more of them.

"Long time no see, where you going freak home to recharge your battery's" a tall one with blue hair spat.

Ben watched as two more grabbed each of his arms the rest closing in around him. Max then stepped back in seeing the boys surrounding who he now knew to be Kevin. He could tell Ben would soon interfere if he didn't diffuse the situation himself.

"Kevin there you are" he yelled hoping his plan would work. He quickly walked over to the boy who hid his confusion well. "Come on its time to go" he started pushing him towards the door, ignoring the kids around him completely. Unfortunately they weren't willing to be ignored.

"Listen gramps, we need to talk to Kevin so why don't keep walking and no one gets hurt" the blue haired youth spoke stepping out in front of the others to show himself as the leader.

"I'm sorry but I really must insist" Max spoke calmly not intimidated in the least by the boys around him. The one with a ring in his lip stepped forward throwing a sloppy punch, Max effortlessly dodged, gently swiping the kid's foot so he would fall to the ground.

The rest then rushed him with him blocking with difficulty. Seeing this Ben knew he had to do something. "Looks like these creeps need to be taught a lesson… its hero time!" he yelled as he selected four arms and slammed the dial down.

He walked out smiling smugly. The kids saw this and instantly turned and ran in the opposite direction not wanting to fight the giant red man. "Aw come on don't run, I haven't had any fun yet" the scared children continued to run outside and around the corner leaving Ben, Gwen, Max and Kevin alone.

"We need to talk"

Max brought the kids back to the hotel so they could have some privacy. "Kevin I want to talk to you about your powers."

"What about them" he moved back a little clearly getting defensive.

"I know you've been living off of electricity Kevin, what I want to know is how long it's been since you last ate"

"I don't need to eat" Kevin didn't like this; he quickly looked to the door wondering if he could run out. He figured he could out run the old man, but he wasn't so sure about the two others waiting for them to stop talking.

"Yes you do. You can't survive off of electricity alone Kevin, you to eat food" Max spoke firmly showing that he clearly knew what he was talking about. This made Kevin suspicious.

"How exactly do you know all this?" his eyes narrowed, he believed that Max did know what he was talking about, or at least thought he did.

"I knew you father Kevin, he was my partner" this made not only Kevin but also Ben and Gwen look straight at Max. "He had the same ability's as you, but he knew how to use them properly. He could use his powers without making himself sick"

"I'm not sick, the electricity makes me stronger not weaker" Kevin seethed though clenched teeth electricity sparking around him.

"No Kevin your wrong, absorbing energy this way makes your weaker. If you get rid of the electricity in your system and then start absorbing the right things then you'll be stronger…like your father" Kevin still looked unsure, even though he now realised that when he thought about it Max could be right.

"Suppose I wanted to do that, then what?" Max smiled seeing right though the act, he knew that he had gotten though to Kevin and wasn't going to be discouraged from moving forward now.

"Well you could live with your mom again" the look on Kevin's face showed that was not the right answer, when he had called Kevin's mom she had talked about him not getting along with his step-dad so Max should have known.

"Or if you prefer we could just pick up some cloths from you and then you could stay with us. I'm sure Ben would like the company" Max offered seeing Ben smile at the thought.

After that they went to Kevin's house. Max spoke with his mom and explained what he was going to do and how he would teach Kevin to use his powers. She wasn't happy about Kevin not coming back but agreed it was for the best.