Things had been quiet in Bellwood it had been Five years sone Gwen and her cousin Ben went on a summer vacation with their Grandpa Max and Gwen had found the Omnitrix the watch like gauntlet that allowed its user to transform temporarily into one of 15 aliens. They have had many adventures fighting many foes but that was the past. Gwen and Ben had settled back into normal life Ben had become a local soccer star and Gwen excelled at academics and practiced magic in secret .

As Gwen pedaled her bike to her grandpa Max's RV she thought for a bit about the girl Charmcaster. She often thought of the girl who had been like a rival to her " Man i miss those days " She pushed away those thought as she arrived in the trailer park where her grandpa's RV/home was. Getting off the bike she knocked at the door, "Grandpa Max open up it's me." Unknown to the girl someone was watching her the shadows of a tree.

Gwen looked through the window seeing the lights off though the blinds and growing suspicious. Picking up a rock next to the RV she turned it revealing the spare key her grandfather always kept in case of emergencies. Unlocking the door she entered into the RV almost yelling out, "Hello Grandpa Max?" She looked around, "What happened in here." The light from outside showing him the messy state the RV was in.

When she slid the door it showed no one were their. At that moment the curtain from the bedroom was pushed back and staring down at Gwen was a strange alien creature. Looked down at her with it's one eye affected to a bulbous head, it's hulking humanoid body seemed to peel back as a horde of tentacles shot out after her.

Gwen reacted fast rolling out of the way holding her arm out and slapping her waist… before remember she didn't have the Omnitrix on it anymore. As she remembered his she groaned her face feeling as she cursed her luck, "Oh man." She ducked down as the tentacles came at her for a second attempt. Crawling away she watched as the things retreated back into the creature giving it back it vision.

It lunged right at her causing Gwen to think fast using the freeze door as makeshift shield only for the alien's hand to smash right through it it's claws to close for comfort before ripping the door off it's hinges and throw another with its other arm as Gwen decked away under the table.

There was little time to catch her breath as the table was ripped off by the monster which pouched at her tearing apart the set as Gwen jumped away. The creature saw the shoe just under the dashboard and slowly walked to it. There was no more escaping it. As it got closer it noticed that it was just her shoe. A tap on his shoulder caused him to turn around, "Peekaboo." Gwen let loose the nuzzle of the fire extinguisher in her hands causing a stream of foam to blast the alien tossing it out the window.

With the threat gone Gwen dropped the fire extinguisher and looked at the mess now that the light from outside was flowing though. All the cupboards and shelves were emptied in a way to make the place looked ransacked, "It must have been looking for something Grandpa had," Sitting in the driver's seat she flipped the dashboard opening a secret compartment hidden by the clock.

Gwen almost raced to the cylinder were a metal disk was which activated and showed a hologram of a elderly man in his mid 60s wearing a red hawaiian shirt and grey pants, "Hello Gwen" The holographic image spoke greeting him.

"Grandpa what's…" Gwen was about to ask what was going on but the hologram continued with it's message.

"I left this recording were I knew only you would find I'm in a bit of a situation but it's nothing I can't handle currently nothing for you to worry about." The holographic recording spoke as it gave a wave of it's hand, "There's been renewed alien activity on earth I looking into it." With that the hologram seemed to end only for it to appear again as it's message wasn't done, "Oh I almost forgot don't worry about the Omnitrix I have it and it's completely safe, they're never get their hands on it. Say hi to your cousin for me love you Max out." The hologram turned off as Gwen stood with confused look on her face.

"You got the Omnitrix?" Hearing those words didn't make any sense. Didn't she have the omnitrix within a box in her room? 'I'm going to have to check it out.' She left the RV and got back on her bike as she took off to see if the holographic recording was telling the truth.

After pedalling her way back home she raced, passing her mother who reminded her not to run in the house as she did the dishes, into her room looking through her clothes looking for the box were she keep her stuff from a few years back as she spoke to herself, "He said he has the Omnitrix with him." Finally having found the box he opened it and found that the Omnitrix was still their and inactive like she left it years ago.

The recording replayed in her mind, 'Oh I almost forgot don't worry about the Omnitrix I have it and it's completely safe, they're never get their hands on it. Say hi to your cousin for me love you Max out.' Looking at the Omnitrix in her hands it was obvious it wasn't him being literal but knowing his grandpa their was another meaning behind all of it.

Standing in the middle of a mat two students stood giving each other a bow before getting into their fighting stances as the sensei raised his hand giving the single to begin. The guy lunged at his opponent with a fist which the girl easily blocked and followed up by flipped over her opponent into the mat before penning him down ending it. The sensei called out his hand lowered ending the match with the boys victory.

The boy got off holding his hand out to help his opponent back up. He took his hand helping him stand back up before the two them gave a bow. A round of applause was heard and slowly dissipated as the crowd started to walk away until only one was still heard clapping. The brown haired boy turned his head to the said to see his cousin Gwen standing there wearing a blue shirt with a black jacket with pink stripes and a 10 in a cat face on her left shoulder , brown skirt and tights and black and pink shoes. Gwen shot him a smile before asking, "So how's my favorite cousin."

Ben gave him a return smile before walking up and embracing her " Gwen" He returned the hug as she pulled back, "Still undefeated and compliments? You want something don't you?" He questioned.

Gwen broke eye contact and looked down for a moment before speaking up, "I got a problem, I need some advice Ben."

Ben give a nod, "Alright, I'm going to go change first and then you can tell me all about it." Be. walked of to the lockers leaving Gwen on her own as everyone else had walked out.

Julie returned home noticing how quite it seemed to be. "Anyone home?" She asked but was meet with silence. Usually her mother or her grandfather was here at home. She looked around before finding a note on the desk held down by a cup. Slipping it off she read the note it to herself, "Julie went off the market will be back in an hour," That explained where her mother was but what about her grandfather he was usually home when her parents were away.

Walking to his bedroom she found that it was strangely messy and cluttered which wasn't like her grandfather at all. On his desk she saw clutter of notes and pictures taken from different locations and times. Holding them up she saw one of them for tonight but nothing else more about it. Another note caught her attention as the name written on it, "Invasion is coming, Max Tennyson knows."

"Max Tennyson?" She narrowed her eyes a bit at this remembering the cute boy she had talk to a while ago. Maybe it was just a coincidence and nothing more, 'Although he did say he was going to visit his grandpa… no Julie you know better then to make accusations without evidence.' Shaking her head she put the papers away. She stopped as she found another one addressed to her and silently read it.

Putting it down she opened up a false compartment within the the desk drawl, before pulling out a futuristic looking metal disk pad.