OK, here is Episode 2. Enjoy everyone and as you know, I do not own Ben 10 or any of the species depicted in this, but I do own certain OCs in this.

Things Change Part 2

(Undertown. Downtown Area. August 5th, 14:23)

The heroes were running through the streets, as the three criminals had split up and the three had separated to follow after them; Rook went after Fistina, Ben went after Liam and Julie went after Bubble Helmet with Ship.

"I can't believe there is a whole city with aliens in it…" Ben said via communicator link with the others, currently in an alien form to keep up with the fast chicken-like Alien. The form in question a 6 foot tall, humanoid wolf-like creature with shaggy gray fur with a thick, dark mane of black fur with it in a ponytail, a black sleeveless shirt with a similar white stripe and collar connected to a pair of black shorts, a black belt around his waist and a black jacket around his back with a cresent moon-like symbol, three clawed hands and feet and a bushy tail, with his Omnitrix symbol appearing on the collar around his neck.

"I know…it's amazing." Julie said in another part of the city, currently in Speed mode to keep up with the more worm-like alien.

"you both sound very surprised, Ben-Dude." Rook said, jumping over crates to keep up with Fistina, who was surprisingly agile.

"It's an entire SECRET CITY." Julie pointed out. "That NO ONE knows about."

"Yeah, no offense, Rook, but a lot of people would be curious about this." The werewolf alien, known as Blitzwolfer, said flatly.

"be that as it may, let us catch these lowlifes who attacked Baumann, team." Rook said as he kept following after Fistina, going through a door she had smashed through.

"Yeah, don't get your hopes up, cat-boy…" Blitzwolfer muttered to himself, keeping his eyes on Liam as the chicken humanoid climbed onto some roofs, with Blitzwolfer following effortlessly as he growled after the other alien.

"Ben, that was kind of rude." Julie said flatly as she chased Bubble Helmet down a street, skidding faintly as she quickly made a turn to follow him down an alley.

"Hey, he's NOT on the team yet. I'm the leader, remember Jules? So technically, I decide who joins and who doesn't." Blitzwolfer said, growling after Liam as Julie just rolled her eyes on her side.

Fistina ran past a few men, as Rook went by them as well, saying stuff like, "Excuse me," "Pardon," "my apologies, ma'am," as he kept the chase up between him and Fistina.

Bubble Helmet smirked as he shoved a female reptilian woman as Julie stopped in her tracks to move around her. "Sorry!" Julie said as Ship beeped a response as well as she gave a glare at Bubble Helmet. "OK, that was low, pal…"

Fistina jumped through a wall and fired her left arm out, releasing a grapple line that sent her ahead and landed on a near by rooftop and smirked, but frowned when she saw Rook easily followed.

Liam jumped off of the rooftop he was running on and landed on the streets below, Ben following after on all fours, opening his mouth similarly to a flower blooming as it fired out a green shockwave, which Liam dodged in time as it hit a near by cart, making an alien yell out in shock as his produce went flying.

"Sorry." Blitzwolfer said sheepishly as he ran by, as the alien just groaned a bit in annoyance at that.

"Dumb mutt…" He muttered as he went to clean up, but got knocked down by Bubble Helmet that ran by as Julie stopped to help him up.

"Sorry, are you alright?" Julie asked as she patted him off before going back after him, as the alien just groaned a bit, rubbing his now sore head. The three heroes chased after the criminals as they went down a abounded track, as Blitzwolfer saw them and smirked.

"Time to go XLR8 on these guys." Said Blitzwolfer as he pressed down on the Omnitrix symbol on his neck, which glowed as he continued to run…only to see that he was now a very slow, humanoid armored being that was very bulky in terms of build and looked akin to bipedal oven with four fingers and three slots, that revealed a faint trace of pure green eyes under it, the Omnitrix symbol on the front of the armor's 'door' like front, and also black stripes connecting to his shoulders, wrists and ankles.

"NRG? zeriously?" He asked in annoyance as he spat on the ground, releasing a red liquid as Julie and Rook caught up, as Julie looked at him oddly.

"What happened?" asked Rook as Julie sighed.

"Wrong alien again, Ben?" Julie asked as NRG sighed a bit.

"Da…new Omnitrix…I'm still learning ze controls." NRG shrugs as Rook gave a nod as he activated his Proto-Tool.

"Allow me, then." Rook said as he fired an orb out at Liam, making him squawk out as he was put into an energy field with the three approaching, Ship growling a bit as Julie's armor became it's default form.

"Nice job, Rook. For new guy, zat is." NRG said as Rook gave a frown as he looks to Julie as she gave him a reassuring smile.

"He'll warm up to you, don't worry. Just give him some time." Julie said as Rook nods as he and Julie followed, NRG glaring down at him from inside of the suit.

"Now, Vhere iz your boss? Who eez in charge of zese shake downs?" NRG asked, as his eyes glowed a bit.

"You might want to answer, unless you want to be deep fried." Julie warned as she aimed her cannon, as Liam looked behind them and went wide eyed.

"Bwaak! Behind you!" He yelled out as Rook rolled his eyes.

"I do not think I would fall for that, and I am new here." Rook said as a car honk is heard as the four looked with wide eyes as a large bus was coming their way.

"Julie, Rook! Help me move him!" NRG quickly said as the three moved Liam out of the way, only resulting in Julie and NRG to get hit as Rook landed on the metal-covered alien's back as the driver looked at them with shock.

"You took out my brakes!" the man yelled as Julie and NRG glared at him with annoyance.

"YOU RAN US OVER!" The two yelled in unison, as Ship beeped something in annoyance as Rook, who had his back to this, looked at the two with concern.

"UH…you may want to slwo down now!" Rook said as the two looked back as they nod and slammed their feet down to try and slow down, making dents in the earth as the car stopped, sending the four flying backwards.

"Ugh!/Ow!/Ah!/Ship!' the four yelled out as they all landed on the ground, Ben turning back to normal as Ship powered down.

The Driver sighed at this as he says to his passengers, "Here's our stop: Undertown Market place. All those getting off, get off here. Next stop is Gasious Gardens." Several people came off as the car drove off, leaving a smoke trail behind.

"Hey, you do not have brakes!" Rook said as Ben got up and went over to help Julie up, Ship shaking himself off from the landing.

"I think he'll figure it out." Ben said as he looks at Julie. "You two OK?"

"A little shaken, but we're OK. Right Ship?" Julie asked as Ship gave a beep in response. "What about you rook?"

"I am currently undamaged." Rook said as they looked at the area curiously. The market Place was filled with activity with aliens of various shapes, sizes, colors and even species with different vendors selling various things.

"Wow…look at this place." Ben said as he grins. "Come on, lets look around." Julie nods eagerly as Ship followed after the two, Rook looking around with concern as he followed as well.

(Back in the subway…14:57)

Khyber was walking around, looking curious as he sniffed the air. "Old friend…I need you here." He gave a whistle as his dog arrived, growling a bit as he looked to the spot below as he got onto his knees.

"Hmm…size 12 Revonnahgander shoe prints, likely from the cat creature…essence of Galvanic Mechamorph and tire trad-like marks…and also Loboian tracks turning into shoe prints akin to a Prypiatosian-B's containment suit. They were here…" Khyber looked up and nods. "They are that way…hunt down the Omnitrix Bearer!" He whistled as the dog ran off, a red glow came out as a dark figure began to grow out of it.

(Undertown Market place. 15:04)

Ben's group looked around, as ben and Julie looked around curiously as Ben looked at various glass work while Julie looked at a pet stand, Ship sniffing around curiously as Rook kept a stoic composure through it all.

"I am aware I am new here, Ben-Dude-" Before Rook could finish, Ben sighed as he gave him a flat look.

"Dude…Call. Me. Ben." Ben said in a flat tone, showing his annoyance with the new name as Rook thought it over an nods.

"OK. Shouldn't. We. Be. Looking. For. Those. Lowlifes?" Rook asked, as Julie just face palmed at this.

"Oi…" She groaned as she looks at Rook. "Look, I used to be new at this as well, but I quickly learned something: If we lose the henchmen, they are likely to tell their boss and it's very likely they'll come after us and we find out who the big guy is." Julie said as she looked around curiously.

"How long has there been an Undertown?" asked Ben, looking curiously as Ship gave a confused beep as an answer.

"Since Earth became an open system…though I think they have started it after the Forever Knights threatened many of their lives, during this…'Purge', was it?" rook asked as Ben and Julie both cringed as they looked down. "…what happened/"

"A plumbers kid named Pierce was killed…and who knows how many others…" Julie said, looking down as Ben clenched his fists, as Rook saw this troubled them and looked down with guilt.

"I am sorry…I didn't mean to offend either of you. Please, Accept my humble apology." Rook said as Ben put a hand up as he gave him a reassuring nod.

"It's cool, Rook, really." Said ben as his stomach growled a bit as he saw a rabbit-like alien wearing a tank top and a pair of blue pants with yellow-like eyes covered with robotic covers.

"Tentacles on a stick here! Come on up, Tentacles! With suckers, without, we got them from anything from earth octopi and cuttlefish to Pissicus Tentacons." The rabbit said as Ben rubbed his stomach, Julie doing the same.

"…desperate times, huh?" Ben asked to himself as he walks up. "You like fish, right Julie?"

"Yeah…" Julie groaned, not liking this as she walked up with Ben, rook looking curious.

"Two tentacles, please." Ben said as the rabbit looked at them curiously.

"With or without suckers?" He asked as Ben and Julie looked at each other and shrugs, unsure of how Max would make it.

"…with I guess." Ben said with a shrug as Rook came up, showing his badge: which was a black and silver circle with a green hourglass symbol akin to the Omnitrix.

"Excuse me, the three of us are plumbers on a case, we were wondering if you saw three bipedal organisms run by, two of which are cybernetic in nature." Rook said as the rabbit went wide eyed, looking around nervously.

"Uh…nope, havne't seen nothing." He said quickly as he got onto his hoverbike as his shop closed up, as he says, "I don't see you, or anyone. I gotta go, bye."

"Hey, what about our food?" Asked Ben, annoyed as the Rabbit looked around.

"Didn't hear of them. Sorry, gotta go!" said the vendor as he drove off, as Julie raised an eyebrow.

"yeah, that wasn't suspicious at all…" Julie muttered, rolling her eyes at this. Ship beeped in agreement at this, his eyes flat at this.

"Why did you have to show your badge like that, dude?" Ben asked in annoyance as Rook gave a sheepish look.

"I was just trying to see what he saw…I believe I acted rashly." Rook said as Ben just sighed.

"no sweat…I kind of missed breakfast." Ben said, moving along as Rook and Julie followed.

"I told you not to do that, Ben. Especially now that you're back on the soccer team." Julie said as Rook chuckles a bit.

"I apologize again. This is the first time I've been away from my home, Revonnah. There, the most exciting thing there is keeping rodents out of the grain silos." Rook explained as the two gave him an odd look.

"You got those fighting skills…protecting alien wheat?" Ben asked, surprised.

"on Revonnah, the rodents are quite large." Rook explained, unaware of a creature crawling around, waiting for a opportune moment.

"must be some BIG rodents…' Julie muttered as she looked around the stalls. "Hmm…where do you think those guys went?" she asked, looking at them with confusion.

"agreed, I believe we should continue our search?" Rook said with a nod as Ben just gave a nonchalant shrug.

"Don't worry, it's as you said, Jules. If the Big bad wants to find us, he'll look for us and say something like 'You are here to ruin my plan, Ben Tennyson' and boom, we find them." Ben smirked as Rook just nods.

"I will continue to investigate." Rook said, heading to…an insect-like creature with an odd-looking balloon. "Hello, we are Plumbers on a case. Have you seen any strange activity?"

"We lost the new guy…" Ben muttered, face palming as Julie heard her own stomach growl a bit, making her blush a bit from embarrassment as Ben chuckled. "Guess you're getting hungry too, huh? Come on, lets look for something to eat."

Julie nods in agreement, unaware of the monster watching them from afar with piercing red eyes, as Julie saw a reptilian humanoid child hand something to her mother, who sighed.

"Did you expect me to cook this here?" She asked, giving her daughter a slight look as the girl looked sheepish as Julie chuckled at the sight, Ship beeping in agreement.

"Get your Protozoan Smoothies!" Said a voice, getting the two's attention as they went to the source of the voice, which was a large, worm-like creature. Another alien handed him something that looked like a square piece of crystal as he spat out a colored liquid orb and put a straw in it, as the creature took it and took a sip out of it.

"…Eww…" Julie said, disgusted by that, as Ben looked equally grossed out.

"IS that safe…for humans, I mean?" Ben asked as the worm gave him a flat look.

"Hey, listen here, monkey boy…" the worm said, giving him a glare as a roar is heard. Everyone turned at this as a quadruped monster came out, snarling at the group.

"Another monster?" Julie asked, confused as the creature had a large build, about the size of a lion, with black, white and red scales with a black head with white patches over both sides, each with piercing red eyes each (two on each side), sharp teeth on protruding jaws, and red stripes going down it's back with a black stripe going down to it's tail with a red callor around it's neck.

The monster roars as it charges at them Rook moving the child out of the way as it came right for Ben, smacking Julie and Ship aside as it snarls at Ben, growling into his face as he gave a nervous look, "uh…hi?" He said, as it snarled darkly at him.

Ben rolled out of the way as it roars out, smashing into the stand as he got his Omnitrix out, Julie groaning a bit as she got up, rubbing her side a bit from discomfort. "Alright gecko-boy lets see how you like to meet with Humongasaur!" He then selects him and slams down as he charges, only to get swatted in the new form.

"Ugh…' Ben said as he looks at the mirror from where he crashed to see that, instead of Humongasaur, he was a red, black and dark gray humanoid mollusk with yellow green eyes and the Omnitrix symbol on his chest, along wtih a pair of eyes on his chest and finger less gloves over his clawed hands, black striped sandal-like foot protectors and black pants, making him groan a bit as he face palmed with his four fingered hand. "Water Hazard? Man…why is it so hard to get Humongasaur?"

he then got back up as he glared at the monstrous creature, Julie glaring as well as she whistled for Ship, making armor appear as rook got out his Proto-Tool, as water Hazard says, "I got this!"

he then jumps at him, slashing at it with his clawed hands before firing out pressurized water at it, which it dodged and swung it's tail at, making the other two cringe. "I got this!" water Hazard said again as he jumps at it to keep it from moving, but it pinned him down.

"ship…?" Ship asked the two, his robotic eye glowing a bit to show he was also watching this as Water Hazard kept the monster's mouth from getting too close as he looks at the others.

"What are you waiting for!?" He asked, annoyed as Julie crossed her arms and looked to the side.

"We did not wish to interfere." Rook said with a calm tone as Julie nods, giving him a smile.

"Well, you DID say you got this, so…" Julie began in a teasing tone, as Water hazard gave a glare.

"This isn't the time to be cute, Jules! Give me a hand you two! Please!" Water Hazard said in annoyance, as Julie gave Rook a smirk as her blaster came out, same with rook's.

"Since you said the magic word…sure." Julie said as she fired some energy blasts to get it away from Ben as Rook fired a cable to keep its mouth from opening.

"Nice shot, you two." Water Hazard said as the two gave smirks as the monster roared out, breaking the cable. "Ah man…"

The monstrous creature roars out as it ran at them, jumping at Julie as it tried to bite down on her helmet, making Julie yell out in shock as she tried to get the claws creature off of her.

"Get it off1 Get it off!" She said, trying to shove it off as Rook fired at it.

"Hold still!" He said as Water Hazard grabbed it's tail, tugging hard.

'LET HER GO!" He said as he was able to pry it off of her, making it roar out as Julie groaned a bit, a bit disoriented from the sudden attack as the monster growls. Unknown to them, Khyber watched from afar.

"Three vs. one…unsporting…" He said with a scowl as he whistled, making the creature look up curiously before releasing a thick, yellow mist, obscuring it from everyone's view as they went to grab it.

'Got him!" Said all three at once…only to realize, after the fog had lifted, they only grabbed each other's arms instead.

Water Hazard powered back down as Ben as he says, "Great…it got away. AT least we know who the bad guy is; its who ever sent that…Buglizard on us."

"hmm…I think I know where to go. My investigation got us a lead." Rook said as he motioned them along, as Julie sighs.

'of course it did…" Julie said as she and Ben followed, heading for the less savory part of town.

The three headed towards a large bar-like area called the 'gas chamber', as Ben says, "let me guess: The Balloon is a regular here, right?"

"actually, this is where the cybernetic biped is…the one known as 'Bubble Helmet' by the Plumbers." Rook said as he knocks, but a squid-like fish creature came to the door, glaring at them.

"Take the back way, oxygen breathers." He hissed in annoyance as Julie analyzed the atmosphere inside.

"Hmm…that's not oxygen…that's a lot of chemicals that are not exactly agreeable with us." Julie said as a mouth guard appeared thanks to Ship, to help filter out anything bad.

"Yeah…you better wait out here, Rook. Wouldn't want you to get-huh?" ben stopped mid-sentence as he saw Rook got out his own cover, as Ben got the Omnitrix out.

"Lets go." Rook said as he opened the door, as he raised his badge into the air. "Appendages in the air!" The various fish-like creatures only stared, not intimidated at all as a green flash appeared, as a 7 foot tall, green-brown humanoid turtle with flipper-like arms and stump-like legs with three toes each, yellow-green eyes and eight large holes in his shell with the Omnitrix insignia on his forehead.

"Terraspin!" he said as he glares at the folks, walking into the atmosphere with no problem as he says, "Cool it with the badge, rook. We're not cops…well, you two are. I'm a super hero."

Julie just rolled her eyes as she says, "OK, we're looking for a guy named Bubble Helmet, you heard of him?" No one spoke as Terraspin frowned.

"Not chatty, huh? Well…maybe it's just this atmosphere. Allow me to change it up." Terraspin's head suddenly retracted as he spun his limbs in a circle, releasing a suction that retracted the gas, making the creatures begin to cough and hack at the sudden change in atmosphere.

Rook looked and saw Bubble helmet, which was actually a large pink worm wearing the armor, gasping for breath as he qent for his helmet. "There he is!"

"I see him!" Julie said as she used an energy jump to go over the people and landed beside the helmets and grabbed it from him, as she glares at him. "Hi, remember me?" She asked as she tossed the helmet to Rook, who caught it as Terraspin came over.

"Nice place you got here…great atmosphere. Listen, we'll leave if you tell us WHO is in charge of these shake downs, who is your boss?" Terraspin said as Bubble Helmet hacked a bit.

"I'll tell-*wheeze*-once I can breath…" He groaned as Rook just nods as he put the helmet on.

"Fair bargain." He said, as Julie facepalmed.

"Rook, wait!" Terraspin said as Bubble Helmet pressed a button with a smirk as gas formed into his helmet, as he suddenly took off into the air and flew away as Julie groans at this.

"Rule one with bad guys: do not let them trick you!" said Julie as rook looked sheepish as terraspin suddenly began to rotate as Rook got on. "Speed mode!" Suddenly her armor shrank into it's speed form and the three went after Bubble Helmet, the atmosphere in the bar returning to normal as they left.

"First time deal with an interrogation, huh?" Terraspin asked as Rook nods.

"Yes, I have read about them. This is one of the first time I had interacting with them." Rook said as Julie shrugs.

"it's OK. I'm still getting used to this as well." Julie said, still going after them.

"We better not lose him." Rook said, taking off his mask. "this rodent will lead us right to their nest." The other two nod as they went after him.

(Unknown Location. 16:34)

In another part of Undertown, where an intersection was located, a group of humanoid robots with skull-like designs, red robotic heads and robotic limbs that help a group of different-looking thugs.

A Stitched up humanoid looked to the darkness as a figure looked this over. "So…the machines are ready, yes/" he asked, his red eyes piercing the darkness as he walks over.

"Yeah boss…but why are we putting the Shakedown machines all over town? Only the alien shops can pay us in Taytanite." The creature said from a head in his torso said as the figure smacked the upper head, making it moan a bit in fear.

"It's not about money, you fool…our master wishes for us to inspire FEAR into these pathetic earthlings." Said the figure with a dark glare. "Soon all of these earthlings and these pathetic refugees will fear the name-"

"BEN 10!" Bubble Helmet yelled out as all of the thugs and robots looked up to see Bubble Helmet coming in with Ben's team in hot pursuit. Rook jumped and landed on Bubble Helmet, making him crash down in front of them.

"We had a deal!" Rook said with a glare at the alien as Terraspin landed as he looks ahead.

"Rook, heads up!" Terraspin said as Rook looked up as he landed and Ship powered down, panting a bit from the energy use as Julie pets Ship, putting her hands up as Ben's watch timed out, as he and Rook put their own hands up.

"Well, well…Ben Tennyson and his mate…along with someone new…interesting." Said a voice as the figure walked into the light, making Ben and Julie go wide eyed while Rook looked curious.

"Psyphon!?" both humans exclaimed in shock, as before them was a humanoid being with pitch-white skin, red eyes with black covering, sharp teeth, a horn-like spike on the top of his head and wearing a cybernetic cloak.

"IT seems my investigation gave us your 'big bad', yes?" Rook asked as Ben gave him a flat look.

"No one likes a bragger, Rook." Ben muttered, which gave Julie time to give him a flat 'seriously?' look before looking up at Psyphon.

"So Vilgax is behind these shake down machines?" Julie asked, surprised as Psyphon just chuckled. Julie then asks, "What happened? After getting godhood taken from him, he decided to go for petty thefts and intimidating innocent people?"

"Never underestimate my master, human…you." Psyphon said, glaring down at a nervous Bubble Helmet. 'you lead Ben 10 here…I don't know whether to thank you…or kill you."

"Uh…thank me-GAAAAAH!" Bubble Helmet yelled in pain as he felt a red blast of energy surge through him as the others look with shock as he groaned, passed out but alive as Psyphon's eyes glowed faintly as he gave a dark smirk.

"Thank you." He said as he glares at them. "I'm assuming you wondered what happened to me since we had last met, yes?"

"Not really." Ben said with a shrug as Psyphon chuckled as Julie got ready, Ship growling at all of the thugs.

"Then I guess you wouldn't know how much joy this next phrase will give me…GET THEM!" He commanded a the thugs all fired as Ben and Rook all jumped away, Ship powering up as Julie gave a smirk, the lasersn ot even phasing Ship as she glares at the group.

Rook dodged blasts as he kicked a humanoid warthog-like creature in the face, getting his Proto-Tool out into weapon form as Ben hid behind one of the bombs and activated the Omnitrix.

Two of the aliens advanced; one having an insectoid look while the other was a towering giant as Ben grumbles, "OK…work for once!" As he slams down as the two came near him…only to get sent flying back by a piston fist from a large, humanoid being with yellow armor akin to a bulldozer, a helmet-like head with small ears, a long silver tail and clawed hands that appear to be linked together, with the Omnitrix symbol on his chest clear as day.

"ARMORDRILLO!" He yelled out as he grabbed two of the bombs and fired them out with his piston-like arms, making them fly out and smack aside two of the thugs as Julie fired at the aliens with blasters, Rook doing the same.

"Ben, behind you!" rook said as Armordrillo got one of the bombs and threw it at the warthog alien before charging at the other thugs.

Julie glares as some robots came around her as she says, "Ship, multi-missle!" Suddenly the shoulders on the armor opened up, firing out small missiles at the various machines, making them blow up as they fired lasers at her, making her grunt in response.

Julie dodges some of them as she says, "OK, fire!" as she fired more lasers at them, making several blow up as others charged at her, making Ship growl in annoyance at this as Julie got an idea. "EMP blaster, Ship!" Suddenly the gun changed as she sent out an electrical pulse at them, making the robots shut down as she gave a nod.

Ship then groaned a bit as he powered down, turning back into his blob form as Julie nods, as she got behind one of the bombs that were still standing and got out something from the bag she was carrying with her; parts of a blaster as she hid behind some pillars with Ship as she quickly began to assemble them, putting together a blaster as she got ready.

Armordrillo roared out as he smacked aside a few goons while Rook fired upwards, making several items fall, as Rook aimed. "…hmm, I do not have a witty retort." Rook said, as Armordrillo blocked a punch from a bigger alien.

"Don't force it, let it come to you." He instructed as he was sent flying by one of the bombs hitting him, making him groan a bit as he saw Psyphon coming over, a dark smirk on his face.

He then sent him flying back with a pulse of energy, making Julie and Rook go wide eyed as he saw him go flying. 'BEN!" Julie yelled in horror as ship gave a surprised beep in response.

Armordrillo yelled out as he landed on the ground below with a grunt, groaning a bit as Psyphon flew after him. "Lets see if you are prepared for this, boy!" He said as he fired a strange energy blast from his wrist, making Armordrillo's arm expand as it suddenly began to send out seismic shockwaves.

"AAAH! What-what did you do to me!?" He asked in pain, holding his arm as it shook like mad.

"it's a neurological energy lock. It makes your nervous system quite…erratic." Psyphon smirked, unaware they were being watched by Khyber and the Buglizard.

"…Separate them, Tennyson is my prey only." Khyber said as the monstrous prey growled before running down at them.

Armordrillo groaned a bit as he slammed down on his chest, making him turn back to Ben as he groaned, feeling his arm twitch a bit in pain. "Hmm…that twitching is only temporary…but soon, you'll feel something when I take your corpse back to Vilgax."

Suddenly a roar is heard as Psyphon looked behind himself with confusion as he saw Buglizard coming in, roaring as he glares at Ben. "Psyphon, call your monster off!" Ben said, as Psyphon sneered as he flew away.

"Not my dog…but he's your problem now!" He said as he laughed, as Rook came out and followed after him.

"Hold it in the name of the Plumbers!" Rook said, chasing after him as Julie saw this and growled.

"Oh thanks a lot!" She said in annoyance as she rolled her eyes in annoyance, "Boys…" as she fired at the crooks, who fired back as she kept cover while Ship continued to recharge himself. "Ugh…this must be karma…Ship, if I EVER complain about what henchmen I fight, give me a reason to NOT to."

"Ship." Ship said with a nod as his body glowed with full power as he nods.

"Great, you're back…now we need to get these guys. But how about we try just weapon this time…say, your cannon mode?" Julie said as Ship nods and became a tripod laser cannon and fired green energy blasts to aid Julie with her firing her Multiblaster.

Back on the ground, Ben dodged away from Buglizard, slamming his wrist down as a roar is heard, as Ben took the form of a white, black and blue yeti-like creature with a pink face, dark green eyes with black pupils, five fingers and large feet and wearing what looked like black pants with a white sleeved jacket coming up, making a lightning bolt-like symbol that reveals his chest area, roaring out. "SHOCKSQUACH!" He roared out, electricity forming all over him. He then charged at Buglizard, as it roared back.

Psyphon got ahead of Rook, who glared ahead as he says, "Psyphon. This is your last chance to surrender before I am forced to use force against you."

"Try me, Revonnahgander." Psyphon said as he fired energy blasts down at him, which he dodged with ease as Psyphon noticed the armor…as a dark smirk appeared. "That armor…very advanced…I must have it." He said as he flew after him.

Back in the fight with the thugs, Julie groaned as she kept firing, ducking behind every so often as she says, "OK…this is getting ridiculous…Ship! Lets get them to surrender." She gave a wink, as Ship nods and turns back to his liquid form as Julie came out as the thugs all aimed.

"What are you gonna do now, little girl? You do not have your armor." Fistina said with a smirk as the warthog snorted a bit.

"Agreed. Thunderpig doesn't see how you can win without it, little girl." Thunderpig laughed as a bellow is heard as they looked up with shock as Ship came out…as a large space ship, armed to the teeth with various cannons and guns as they all aimed down.

"SHIP!" It bellowed, as they all looked between her and the large space ship, now scared.

"You were saying?" Julie said with a smirk as they all put their hands up in surrender, not wanting to go up against that. Julie then got out her plumbers Badge as she says, "This is Plumber Trainee Julie Yamamoto, requesting a pick up for a gang of thugs."

Shocksquatch roared out as he grabs Buglizard by the head and slammed him down before sending a two-fisted grim down and slammed him into the ground, smashing through with a few good hits.

Rook dodged laser blasts from Psyphon, who was grinning darkly as rook ducked, rolled and flipped over various spots on a construction site they had come across as he glares up. 'My armor is not for sale, Psyphon.'

"I don't wish to buy it…I'll take it from your cold, lifeless corpse if I must." Psyphon said as he chuckled as he asks, "How green are you?" Suddenly a cracking sound is heard as Psyphon looked in shock as he saw the building was about to collapse as he yells out as he was pinned down by rubble.

"Not green enough to let a building land on me." Rook said with a smirk…as he chuckled. "My first witty remark…not bad."

Shocksquatch roared out as he wrestled with Buglizard in a subway area, grunting as his body sparked with blue electricity as Buglizard tried to bite down on his head, which he grunts against as he shoves him off when he noticed a familiar car and smirks, "No brakes!"

The monster roared out as it was hit as Shocksquatch got up with a faint groan. He then saw the large reptile coming back as he says, "Still at it, aye?" He then saw a ladder and smirked as he jumps over Buglizard. "OK…time to give you a…shocking experience." He smirked to himself at the joke as Buglizard followed after him, hissing darkly.

"Gotcha!" He roared out as he sent down bolts of electricity down at it, making it roar out in pain as it was sent back as Shocksquatch fired down a blast of pure energy down, making it roar out.

The monster hit the ground with a groan as Ben came back down, turning back to normal as he heard a voice say, "Ben! I made a wise crack." He then turned to see Rook and Julie coming up with a handcuffed Psyphon.

"I got Ship taking care of the thugs. I made sure to get the more tech-savy of psyphon's henchmen to defuse them." Julie said as Ben nods, unaware of the Buglizard awakening and releasing a yellow vapor, making the three heroes cough as the monster got away.

"Ugh…it has gotten away." Rook said with a scowl as he looked at Ben and Julie, unsure of what happened with this situation as he drags Psyphon along, Julie following as Ben stayed for a moment, but followed soon after.

(Khyber's Ship. 17:04)

Khyber sat in his ship, his dog turning back as he pets it in comfort. "do not worry, old friend…the hunt will continue…do not worry." He said with a smirk as he looked around his trophy room; revealing many deceased alien relics from a skeleton of an alien like Rath, to a shell of a creature like terraspin, to a rug that looked akin to a quadrapedal dog creature and even a head of one of the Crabdozers.

(Back at Undertown. 17:06)

"OK, move it along." Said a humanoid fish-like creature as he and other Plumbers had arrived, handcuffing all of Psyphon's goons as they were put on transports as Psyphon glared at Manny, who was dragging him along.

"I am telling you, I do not know what that creature was." Said Psyphon as Manny rolled his four eyes.

"Yeah, this is me not caring. Get moving, scum bag." Manny said as Psyphon growled at the half-Tetramand as the fish-like alien, Patelliday, just nods as he adjusted his glasses and lead the aliens into the ship.

"So, how did you two like your new teammate?" max asked Ben and Julie, as Julie pets ship for a job well done, as he rubs against her hand affectionally.

"He's a good fighter and really nice…though he's a bit of a doughnut hole though." Ben said as rook came up, looking curious.

"Is that good?" Rook asked, as ben gave a nervous smile.

"Yeah…see?" He said to Max, as Max chuckled as he ruffles his grandson's head.

"Eh, you've been at this for awhile, so I think you need at least one. Besides, Julie is still new at this too. So you got a lot of teaching to do, kiddo." Max said as ben nods while Julie gets up.

"We never did get anything to eat, huh?" Julie said as Ben nods, groaning a bit.

"You're right…I'm starving." Ben said as Rook got up a couple bags.

"Magester Tennyson said that you both enjoyed these 'Chili Fries', yes? I got some of my own food from Baumann's store, but I did get these for you two. Wish to join me for a meal?" rook asked, as Ben and Julie grinned widely at the mention of 'chili fries'.

"Sure…partner." Said ben as he put a hand out for a high five, which Rook returned with a smile. "Come on, Team. Lets go eat." Julie laughs at this as Ship went onto her shoulder as she follows after them, Max chuckling.

"This is going to be an interesting time, for sure…" Max said, shaking his head at this as the group went on their way, unsure of what the future will hold, but they know this: they will take it as a team.

End of Episode 2.

Well, heres episode two. The next one is more original than these two, as this was my take on the first two-parter of this series. I hope you all enjoyed it and please let me know what you think. Please read, Review and suggest away!