I'm really sorry I'm such a slow updater. And I'm going to be even slower, thanks to NaNo. It's Sunday. SUNDAY. I'll probably post the next chapter in December. If I'm not to busy sleeping.

Disclaimer: I don't own Ben 10. "Catman", on the other hand, I do.

Gwen stared at Ben.

Ben stared at Gwen.

This went on for a while. Both of them were too confused to say anything. And oddly enough, they were confused by the exact same thing.

Actually, the only difference between them (besides the obvious physical differences, of course) was the fact that Ben wasn't breathing.

Finally, what seemed like a few eternities later, he let all the air out of his lungs with three words and only three words:

"I've got nothing."

She raised an eyebrow, puzzled. "What do you mean, you've got nothing?"

"I tried to come up with a name," he said, "and I drew a blank."

She scanned her cousin's new form a few times. He was about the size and stature of Upchuck: short, squat, with stubby limbs and a short little tail. Only it was a cat. A bipedal black cat, with ears and paws and everything. Actually, now that she thought about it, he seemed more like those goat things that poop gold. And if that connection didn't make her feel uncomfortable enough, it had a strange pattern on its stomach that looked eerily familiar.

"Um," she thought for a moment, "Catman?"

Ben sighed. "That is exactly why the universe didn't choose you to wield the Omnitrix."

She nodded her head in discomfited agreement. "Maybe it would help if you knew what it did," she said.

"Well, let's find out." He toddled over to the boulder and started slicing the rock with his sharp claws. It wasn't like a hot knife through butter (more like a butter knife through a half-baked potato) but it cut. That was a start. "Cool," he murmured, taking another look at his hands. Gradually, the information sank in and, not nearly as gradually, it hit him. He had cat powers times awesome.

Before he could open his mouth and tell his cousin about his recent epiphany, he became so inspired that he forgot all about her.

With a wide, Cheshire Cat-esque grin, dropped onto all fours and slunk backwards a few steps. He proceeded to stick his stub of a tail in the air and wiggled it a few times which, although it wasn't his intent, succeeded in making him look like a total buffoon. Then, he pounced, managing to launch himself halfway up the boulder. He dug his claws into the stone, scrambled for a better grip with his hind paws, and shot a grin down at his cousin on the ground.

"What do you think?" he shouted down to her.

"Impressive," she shouted back up.

"Watch this!" He yanked one of his claws out of the rock and stabbed another section higher up. He did it again with his left. Then his right. Then his left. Right, left, right, left. He was starting to make his way up the face of the rock. Not very quickly, but they could credit that to inexperience. Ben figured that soon he would be able to climb as fast, if not faster, than Spidermonkey. It was a big goal, and was about to be shattered into a million tiny little pieces.

Just before he reached the top, he chose to dig his claw into what he didn't notice was a very questionable portion of the rock. The second he did, there was a loud crack. He stopped dead and glanced at his paw. Cracks were starting to form on the surface, and leaked to the surrounding areas with a sickening rumble. Before he could even finish saying "Ah, come on!" the entire top half of the boulder was crashing down around him.

He felt something wrap around his waist, and next thing he knew he was being yanked out of the storm of rock chunks. He flopped to the ground and rolled backwards, and lightly crashed against Gwen's leg. She was too concentrated on keeping the shield up to notice.

When the rocks settled, she let her mind wander to the dizzy cat thing leaning against her leg. The mana vanished to who knows where.

"Are you okay?" she asked.

"Yeah," he replied, scrambling to his feet. "I'm fine."

There was a pause.

"We should get home now," Gwen said, slowly and uncertainly. "I have to go finish my homework before it gets too late." She didn't actually know how late it was. She just wanted to get out of there.

"Alright," Ben agreed. "Let's fly." He twisted the Omnitrix symbol on his chest, there was a bright green glow, and the Cat alien was no more.

Instead, he was Goop.

Not only that, but he was just close enough to Gwen to have his arm appear already pressed against her chest. She looked like she was going to throw up.

"Seriously?" he shouted to no one in particular. "First the rocks, now this? Is someone out to get me or something?"

Gwen was too grossed out to reply properly. "Can you please go Jetray already?" she pleaded. Ben still hadn't moved his arm at that point, but then he did and twisted the symbol again. More green light, and then the green goop was replaced by an orange flying manta alien thing.

He waited for his cousin to compose herself, and together they managed to fly home without any further incident. In fact, they made it through the rest of the week without any further incident. Probably because all that leftover incident was waiting for the weekend. It was a three day weekend, you see, perfect for incident. Especially dangerous, dramatic incident, which struck hard exactly 23 minutes after Ben got on his bike for the ride home from school.