Zak

"Those are cryptids!" Zak exclaimed.

"They can't be cryptids. I've never seen anything like them." Doc said leaning into the screen.

"No Doc, he's right! Look at those eyes, where have we seen them before?" Drew said.

"Vltava River Sprites" Doc said with quiet shock. "We have to get down there." Doc said turning to Max.

"You can head down with the plumber squadron. Looks like they can use all the help they can get." Max said. Before they could move another plumber at a monitor called out.

"Magister! We're getting a distress signal from sector 5. A plumber space craft was just disabled."

"Ben." Max said softly. Then he sprang into action, "Get a team out there now! If theres any active plumber ships in that sector send them coordinates immediately."

"Sir, what about the attack in Undertown?" Asked another plumber. Max looked around trying to think.

"Max, we can handle the crisis in Undertown. You focus on helping that plumber ship," Solomon said. Max nodded and turned away, continuing to shout orders at plumbers who ran here and there reacting to the commotion.

"We can take the air ship, good thing we kept the engines running for Komodo" Drew said.

"What do you think's wrong with them? The sprites I mean. Something looked off. Like they were really sick or hurt," Zak asked as they made it to the airship.

"I don't know Zak. I'm not even sure those are river sprites. They looked somewhat like a cryptic except for their size. But Vltava River Sprites are normally shy and reclusive. All that random destruction out in the open? It just doesn't seem to add up," Drew responded from behind the controls of their ship.

"Maybe its a new species? Something we've never seen before! Or maybe they really are aliens," Zak said excitedly. Drew and Solomon shared a look.

"Whatever they are, we're about to find out."

Rex

"That guy wasn't kidding about the hole in the ground" Rex said, hovering over the gaping mouth of the entrance to Undertown. His coms clicked.

"Rex, I'm picking up low biometric readings. How are you feeling?" Holiday asked.

"All this flying around has got me pretty wiped out" Rex admitted. "But, Biometrics will have to wait Doc. I think I'm getting close to something here."

Six clicked onto the coms link.

"Rex, if this mission becomes too much for you, we're pulling you out" Six said matter-of-factly.

"I can handle it. Ben and the other plumbers are the only people I know that can help me find Van Kleiss. I've got to try."

"Just be careful," Doc said.

"When have I ever not been careful?" There was silence on the other end. He could almost hear their eyes rolling. "Okay, okay I'll be careful." And with that he clicked off his coms.

"Well it's now or never." He did a flip and the air, swapping his wings for the sky glider so the blue energy would give him some light. He flew straight down into the hole, which opened up into a massive cavern after a few seconds. "Woah." Rex gaped in awe at the expanse of the alien market laid out before him. No. Not just a market, a civilization.

He flew over what resembled apartment complexes, and houses, small aliens played and kicked balls in the street. He passes vibrantly colored signs promoting things in a script he didn't recognize, shops and carts where vendors were pitching sales for exotic and scaly foods, plazas filled with aliens of all kinds milling about. As he lowered his glider to the ground in a busy square, no one even gave the EVO or his machine a second look. He unbuilt the sky glider and walked through the crowd, glancing at the vendors booths. One alien was yelling about tentacles on sticks, another asked him if he was interested in some strange looking fruit to which Rex politely declined. Finally, he approached a white polished stand near the edge of the square. A small green alien in black and silver armor was perched on top of the stand selling what appeared to be gloves for all different kinds of hands and appendages. The sign on the front read 'Pakmar's Mitten Cart.'

"Um… excuse me," Rex started.

"Ah! A customer! Pakmar can tell you are a mitten lover. For you, Pakmar will give first purchase half price!" Said the alien in a thick gurgling accent. Rex glanced at his gloved hands and gave him a smile.

"Uh thanks but I actually just wanted to ask you a few questions about-"

"No purchase, no service!" Said Pakmar folding his arms.

"But I-"

"NO Buts!" Pakmar said shaking a mitten in the air.

"I don't have any money!" He said wishing he hadn't used his change on the smoothie guy. Rex thought quickly.

"Ah hah! No money, no service!" Pakmar turned away from him. Rex thought fast.

"I know Ben Tennyson!" He managed to get out, hoping the alien would recognize the name. Unfortunately he did.

"BEN TENNYSON!" Pakmar gasped and jumped down from the stand. He pushed a button and the whole stand folded up rapidly into a small white box. "Ben Tennyson destroys Pakmar's Barbecue Truck. He destroys Pakmar's Lamp Shop and Pet Emporium! No! No service for friends of Ben Tennyson!" The alien hefted the white box onto his back and turned to walk away.

"Wait!" Rex called but stopped when a loud crash came from somewhere behind him. He turned around in time to see aliens screaming and running through the square in all directions. They pushed past him and swerved around him to get away from the commotion. What were they running from?

Thats when he saw them. Two creatures with multiple sets of flailing limbs rampaged through the street. They dwarfed the tallest vendor booths by a couple of feet, throwing fists into the roofs and kicking carts into the air. Their red eyes were crazed and the closest one let out a roar that sent a shiver down Rex's spine.

Rex was taken aback for a second as he took in the scene. He watched as the creature farthest from him ripped the roof off a cart and tossed it across the square where a young alien was about to be crushed. Rex sprung into action morphing his legs into his Rex Ride and speeding toward the alien. He caught her around the middle and managed to drag her out of the way just as the debris hit the ground. Rex set the alien down at a safe distance and she blinked at him in shock.

"Get out of here now!" He said to her and turned back to the two rampaging creatures. Rex felt energy surge through his arms as he made his smack hands. He charged one of the creatures which had raised a fist to crush another alien civilian.

"Oh no you don't," He said as he rammed into the creature with his machine. The impact of the hit shoved the creature into the air where it landed in a nearby cart. Rex moved to attack again when something grabbed his shoulder from behind. He barely had time to see what had grabbed him before the second creature had thrown him across the square and into a wall. The force of the impact left a crater in the wall and Rex slid to the ground. His machines retracted into his body and he let out a groan. Before he could recover the creature charged him again and Rex desperately rolled out of the way. The creature hit the wall and was momentarily stunned.

"Not too bright, are you? How 'bout I knock some sense back into you?" Rex taunted. The creature rubbed its head and roared at him. Out of the corner of his eye, he saw the first creature was stirring. He charged the second one, jumping over it's head at the last second. He created his punk busters and landed on its head, driving the creature into the ground. The first one came at him from the side. He built his funchucks and swung at the creature but it was ready for him and dodged. Before Rex could react, the creature backhanded him and he toppled to the ground. Rex got up quickly but the fatigue from flying around the city all day was hitting him. The two creatures had regrouped quickly and eyed him dangerously, circling him like wolves. He gritted his teeth and tried to build his smack hands but his biometrics failed and his fists sparked in protest.

"Not good." Rex looked up at the creatures and smiled sheepishly, "Uh, time out?" He tried. The creatures sensed his hesitation and ran at him. He jumped out of the way. "C'mon haven't you guys ever heard of a fair fight?"

The first creature turned to him raising a fist in the air and bringing it down fast. Rex threw up his arms and braced for the blow but it never came. He looked up and saw that a grapple of some sort had wrapped around the creatures arm catching it's fist in mid air. Rex's eyes followed the line to the base of the grapple, which was help tight by a teen in orange armor.

The teen wasn't alone. An older man and woman in similar orange suits stood next to him along with a figure that looked like a cross between a cat and gorilla. The woman held a sword and the man activated a glowing glove on his right fist. The kid in orange spoke first, "How about we even the odds?"

Ben

"I have signaled our distress, but I do not know if anyone received the alert with the systems down," said Rook. The ship lurched again under Malwares influence.

"Then we'll just have to do this the old fashioned way!" Ben spun the dial on the omnitrix. "C'mon feedback!" He said and slammed his hand down.

There was a flash of green light as Ben changed. He sighed as he looked down at himself, "Big Chill? Whatever omnitrix. I'll distract Malware, you guys get to Rooks proto-truck." He opened his wings and phased through the top of the ship, then turned to face Malware. He was gone. "Huh?"

Suddenly something hit Ben from behind and he spiraled forward. He righted himself with a flap of his wings and turned towards his attacker.

"Ben Tennyson," growled the low metallic voice of the mutant mecamorph. Malware was fully reconstituted but seemed weaker, his form was thin and almost skeletal. Ben hadn't seen him like this in years.

"Hey Mal, love the new look. Although I think I liked you better as a statue," Ben mocked.

"Here I thought I would have to cross the galaxy to destroy you. But no, the universe delivers you and Azmuths greatest creation to me quite fortuitously."

"You're still hung up on that whole 'I must get revenge on Azmuth with his own creation' thing? You seriously need a hobby," Ben said. He was stalling until Rook got his proto-truck in the air. He couldn't fight Malware for long in space. If the omnitrix timed out…

"There is no greater pleasure than watching your enemies fall," Malware exclaimed and swung a red tendril at Ben. He let out a blast of freezing breath and shattered the tendril before it reached him. He circled Malware quickly, releasing freezing blasts of energy. Malware was momentarily trapped, but the ice around him began cracking as he strained against it.

Rooks proto-truck rose out of the Rust bucket from behind Malware. It was in it's ship form, but facing away from Ben. The back hatch was open and Ben could see Gwen behind a mana shield keeping the air inside. He propelled himself into the truck and the hatch closed behind him. Gwen let down the shield as he reverted back to human form. They watched as Malware broke free of the ice, but before anyone could react, a beam of energy hit Malware, tearing a hole through his center. Ben could see the hole slowly reforming, but Malware turned toward the husk of the rust bucket and retreated, taking the ship with him.

"Where did that come from?" Gwen asked. Just then they heard a signal over their plumber badges and someone spoke. Another ship came into view. Rook looked at her and smiled.

"That would be our backup."