"PREPARE YOURSELVES!"

The Tennysons and company stopped just before they brought the cans of root beer to their lips and swiveled their heads in every direction, startled as they tried to locate the source of the loud disturbance.

"What was that?" Gwen wondered aloud, asking nobody in particular.

"I dunno." Ben answered. "Grandpa?"

"You know as much as I do, Ben." Max responded.

"Hey, look guys!" Cash shouted, pointing out the window.

Everyone did as he asked and then gasped when they saw the dome fading away, bringing blue skies back to Bellwood once more.

"What in the world?" Carl asked, flabbergasted.

The whole group got up from the table and rushed outside, their expressions all ones of awe as the giant cage appeared to vanish into thin air.

"How is this happening?" Sandra asked, gripping her husband's hand tight.

"Isn't this a good thing, though?" JT asked.

Max's eyes narrowed. Reaching into his pocket, he drew out a cell phone and dialed one of his contacts within the city. "Hello? Mayor? Yes, it's me. I can see it too. Listen, please tell the police to reactivate the Plumber communications equipment and see if they can…"

KABOOM

Now their heads snapped towards downtown where a large plume of smoke was arising in the distance, as was the sound of screaming citizens.

"The people!" Gwen shouted.

"We gotta do something Grandpa!" Ben pleaded.

"Talk to me Mayor; what's happening?" A few seconds of silence passed before Max got his response, his eyes widening. "Really? Then tell the citizens to get off the streets and find cover indoors or underground. I'll be there shortly. Remember to keep me posted. Max out." He then hung up.

"What is it, Grandpa?" Ben asked.

"The mayor just told me that explosion was caused by "an army of robotic green monkeys. They're swarming through the streets and destroying everything they can get their hands on."

"Green robot monkeys?" Ben tilted his head.

"We have fought stranger." Gwen pointed out.

"But why did you tell the mayor you were going by yourself?" Ben asked his grandfather. "Can't we come with you?"

Max looked into his grandchildren's eyes and steeled himself for their response to his answer. "I want to kids, believe me, but with your watch deactivated and Gwen's magic having disappeared…"

"We've accomplished more with even less a lot of times before now!" Ben proclaimed.

Gwen prepared to defend Ben's claim, but it died in her throat when she saw a familiar light coming from the Rust Bucket. "Maybe not for much longer." She said cryptically as she pointed to said vehicle.

Ben soon realized what she was pointing at and gasped. "No way."

Max turned around and saw the light for himself, forcing himself to not gasp again as well. Before he even realized it, Ben and Gwen were already opening the side door and taking their first steps inside his mobile home before he followed suit. Entering the interior of the aged Plumber tech-enhanced vehicle, they saw that the focal point for the green light was underneath the bed in the very back. Walking into the bedroom ahead of the kids, Max got on his hands and knees before reaching under the bed and pulling out a medium-sized lockbox, aptly named the "Hero Box," the source of the near-blinding green light.

"You don't think…?" Gwen asked the other two.

Max answered by unlocking the small case. Slowly opening the lid, the three of them were greeted by the sight of a glowing Omnitrix sitting next to a small leather-bound tome. Ben was the first to react, reaching down and gently picking up the Omnitrix before Gwen did the same with her spellbook.

"The Omnitrix." Ben's smile gradually shifted from confusion to joy. "It works again!"

Gwen opened her book to a random page filled with several hieroglyphs and incantations. Squinting her eyes and focusing, she gently waved her hand over the pages and was rewarded with both the words and symbols lighting up in a pink glow, as did her hand. "My magic's back too."

"Grandpa, this means we can help now too!" Ben beamed.

Max couldn't help but grin at this development; seeing Ben and Gwen reacquire their unique gifts filled him with memories of their adventures together, and made him excited to have their team back to full strength.

"Now wait just a minute here, young man!"

Ben, Gwen and Max all turned to see Ben's parents, as well as Cash and JT, standing in the interior of the Rust Bucket with big frowns on their faces, Sandra's accompanied by a look of anger. "You've managed to go a whole year without that thing, and now that it works again you're just going to rush off into trouble again?"

"But mom, the city's in danger. Gwen and I have to go!" Ben pleaded for his mother to understand.

"No, your Grandfather already told you no. Not until we've discussed this!"

"Actually, I didn't." Max pointed out, now the focus of Sandra's wrath.

"Max, surely you can't…" She was silenced by her husband placing his hand on her shoulder, looking at her with a somber expression. "Carl?"

"Sandra, we already talked about this back when we first found out." Carl spoke softly. "I know we've loved having "Ben the normal son" back for the last year, but right now, this city needs "Ben the hero."

The pleading look in his eyes finally made her relent. "You're right." She sighed, before she felt someone small wrap around her lower half. Looking down, she saw her son giving her a big hug.

"I'll be alright, mom." Ben assured her, giving her a big smile. "I've got Gwen and Grandpa with me, just like old times."

Sandra could feel her eyes becoming moist as she knelt down to return his hug, Carl joining in as well. "Be careful, honey."

"Good luck, son."

"We'll make sure nothing happens to him." Max affirmed.

"Someone's gotta be there to keep him focused." Gwen added, smirking playfully when Ben stuck his tongue out at her.

"What about us?" Cash spoke up, him and JT not really knowing what to do.

"You two will come with us." Max explained, earning him startled looks from Ben's friends. "We'll drop you of at your parents' houses along the way. They must be worried sick."

"Okay." JT agreed, sighing in relief.

Max retrieved his phone once more. "Mayor, I've got an update: I'm bringing some reinforcements with me." He smiled down at his grandkids again. "Big ones."

With a grin on her face, Gwen then began channeling the magic within the pages of her spellbook, her eyes and hands illuminated by its pink light. "Ready, doofus?"

"You know it, dweeb!" Ben proclaimed, lifting the Omnitrix above his head before slamming it down on his wrist in an explosion of green energy.

"HERO TIME!"

(X)

Downtown…

Cash and JT had been returned safely to their respective houses on the way there, granting them some relief, but the more damaged buildings and terrified citizens they passed by the faster that feeling faded away. By the time the Rust Bucket came to a stop in the middle of the road, a mixture of equal parts nervousness and excitement filled the Tennyson Trio as the stepped out of the Rust Bucket and took in their surroundings.

Everything was wrecked: shards of broken glass from smashed windows covered the sidewalks, a fire or two here, a caved in wall there, and practically each and every motor vehicle had been either torn apart or just flipped over upside down. But the most eerie aspect was that despite all the destruction, this particular street was completely vacant of both citizens and the robotic monkeys that they expected to see here.

The utter silence wasn't helping ease their nerves either.

"Are you sure this is the right place, Grandpa?" Ben asked.

"According to the mayor, yes." Max answered, his eyes constantly scanning the area around them for any signs of danger. He'd elected to change into his Plumber's suit after dropping off Ben's friends; after all, plumbing can have unforeseen problems, so it helps to be prepared.

"I don't see them anywhere." Gwen said, clutching her spellbook firmly in one hand.

Max retrieved a scanning device from his belt and brought it close to his face. "I'll see if I can get a…Wait."

"What's up?" Ben's hand was shaking as it hovered over the Omnitrix, waiting for the chance to activate it.

"I got something." He turned a dial on the side of the device, and then his eyes widened as dozens of red dots appeared all around the outer edges of the screen. "They're everywhere."

"Where exactly? We can't see them." Gwen rapidly began turning the pages of her book to find the appropriate spell for an ambush.

"Don't worry." Max noted dryly as the red dots began to converge toward the center of the screen, their current position. Putting the device away, he grabbed a small laser pistol and switched it on. "They're coming to us. Get ready."

A few seconds later, a manhole cover exploded off the ground and out popped three of the sleek and aerodynamic robotic animals the mayor warned them about: Standing about two and a half feet tall each, their bodies were dark metallic grey in color except for their joints, eyes and large, creepily smiling mouths which all glowed a neon-green.

Just then another manhole cover was removed along with several further down the street, followed by several more of the monkeys coming out from hiding in the shadows and scaling the sides of the buildings all the way to the top.

In the brief period of calm before the inevitable occurred, Ben, Gwen and Max all glanced at each other and gave a knowing nod. Ben began fiddling with the dial on the Omnitrix just when the monkeys charged, bounding and leaping at them from a distance.

Ben's hand slammed down on the dial, the resulting pulse of green energy stopping the monkeys in their tracks. Even Gwen and Max were blinded by the light, but when it dissipated, they smiled at the sight of a familiar Pyronite standing before them where Ben used to be.

"Oh, yeah." Heatblast cheered, giving himself an once-over. "Ben 10's back in action."

Remembering her spell book, Gwen glanced at the page she stopped at before taking a fighting stance and prepping an offensive spell in her right hand while also taking a mental note of the stone charms she spent the last year carving in a small pouch attached to her belt. "And so is Lucky Girl."

Heatblast snorted, earning him a glare from his cousin. "A whole year and you still couldn't think of a better name."

"You're one to talk, Hothead."

"Hey, it's Heatblast, remember?"

"KIDS!" Max shouted, gaining their attention. "Focus. Why haven't they moved?"

Looking back to the small army of mecha-monkeys before them, they noticed that they were all, indeed, just standing idly and staring at them with their huge eyes.

"Uh, maybe they're scanning us or something?" Heatblast suggested with a shrug.

"Why would they do that?" Gwen asked.

"To see if we're dangerous, that's why." Max answered.

To prove his assumption, the lights on all the mecha-monkeys suddenly changed from green to red, and a collective screech resounded from their numbers.

"Guess they figured we are." Gwen noted.

"Lock and load, people!" Heatblast proclaimed, his hands igniting.

The mecha-monkeys charged once more, this time with more ferocity. Once they were close enough, the Tennysons struck: Heatblast released twin streams of fire from his palms while Gwen hit them with a blast of telekinetic energy. The combo move managed to destroy four of the little robots and push five more of them back, and Max managed to pick off a couple more with two well-placed shots from his pistol.

"Let 'em have it." Max ordered as he continued blasting away.

Gwen nodded, as did Heatblast, but before he could react, two more monkeys came out of nowhere and latched onto his leg and face, the latter screeching loudly.

"AAAAAAAAGH YOURSELF!" The Pyronite screeched right back before destroying the robot with point-blank fire breath. He then grabbed the other robot and tossed it into the sky, only to then be surprised when the monkey stopped and began to hover in mid-air courtesy of what looked like a rocket pack attached to its back.

"Really?" Ben thought aloud. When the flying monkey was joined by over ten of its friends, the 11-year-old growled. "Okay, fine then. I'll join ya."

Aiming his hands downward, he superheated the ground beneath him before he tore a section from the ground with him still on it. Using it as a hovering platform, he levitated himself into the air until he was level with his enemies. Realising he was now surrounded, he merely chuckled and prepared two more fireballs.

"I'll melt you guys faster than when Dorothy melted the Wicked Witch. C'mon!"

And he let the flames fly.

Back on the ground, Gwen and Max were in a similar situation, the mecha-monkeys surrounding them on all sides, encircling them like a pack of wolves. Without averting his gaze, Max retrieve a small cylindrical device the size of a baseball from his belt and pressed a button on the side, priming it. Only when the monkeys leaped at them did he slam it into the ground. One energy pulse later and he and Gwen were surrounded by a humming, blue transparent bubble shield. The monkeys began clawing away at it to try and break through to their targets, but so far it was holding.

"Wow. Good thinking, Grandpa." Gwen praised.

"Thanks, but it'll only hold for sixty seconds tops." Max explained as he checked the time on his wristband. "Hope you got a spell ready."

Gwen tilted her head in thought before retrieving one of her stone charms from her bag, one that glowed blue. "Yeah, I think I've got one."

The two stood there in silence for just over half a minute longer, locking their eyes on their enemy as they waited for the shield to fall. Both clutched their respective weapons in their hands while their hearts hammered in their chests, beads of sweat gathering on their foreheads.

Then the shield ceased to hum before popping like the bubble it was.

However, the mecha-monkeys only managed a few steps before Gwen pitched her charm at them like a baseball. It sailed over the crowd of monkeys until it bonked one on the head…

"ELETRIZAR!"

…and that was when the symbol carved onto it, a lightning bolt, glowed brighter before the charm itself shocked the monkey with lightning, which arced from its body and shocked several of its brothers. After a few seconds of shaking uncontrollable as smoke spewed out of their joints due to fried circuitry, over a dozen of them collapsed into burnt heaps of charred metal and melted wires.

She turned her head to see her grandfather give her a congratulatory smile, but then noticed a commotion over by the rust bucket. "Grandpa!" She pointed behind him.

Max swiftly turned around and gasped at what he saw: roughly eight of the mecha-monkeys were climbing all over the Rust Bucket. Most were ripping of pieces of it witch their claws, other were cutting them away with lasers projected from their mouths.

They were going to tear apart their home like they did the buildings and cars in the area.

"Not on my watch." Max growled.

He quickly tapped a few buttons on his wristband while Gwen protected him from more monkeys using telekinetic bolts launched from her hands. When he was finished, the interior of the Rust Bucket began to glow blue, the light shining out through the windows and rapidly intensifying, but just when the light became blinding, it seemed to draw back into itself and dim, only to quickly explode out of the motor home in a wave of blue energy. Any mecha-monkey it came in contact with suffered a similar fate to the ones Gwen electrocuted, the red lights across their bodies going out as their circuitry was fried before collapsing to the ground deactivated.

Up in the sky, Heatblast was having the time of his life frying the flying monkeys to a crisp, laughing in triumph all the way, only for his targets to suddenly plummet from the sky and hit the ground with a loud "clang."

"Huh?" Lowering himself back to the street, he cast a confused glance at Max and Gwen just when the Omnitrix's timer reached zero and he turned back into his human form. "What happened, guys?"

"E.M.P." Gwen explained looking up at Max.

"Sorry kids; didn't want this to drag on." Their Grandpa shrugged.

But Ben was still confused. "What's an E.M.P.?"

"It stands for electro-magnetic pulse." Gwen answered him. "It wipes out all circuitry and computers…"

"Oh, you mean an Emp. I've seen those in my video games."

Gwen was perplexed by her cousin's lack of grammar. "Emp? That's not how you say it."

"Uh, yeah. That's how people say it: Emp."

"No, they don't."

"I say it that way."

"It's initials for Electro. Magnetic. Pulse. That's E.M.P."

"Right, which spells "Emp." Duh."

"We don't have time for this. You are wrong."

"Oh really? Why don't we put it to a vote then?"

"A vote? No, no vote. You're just wrong; it's E.M.P."

"Um, kids?" Max finally got his grandkids' attention and pointed down the street where they could see a lone figure walking towards them.

The figure in the center was a tall, strongly-built man with short blonde hair whose face was covered by a gray hockey mask, revealing only his eyes. The rest of his outfit consisted of a sleeveless purple muscle shirt and black pants held up by a belt with a big silver buckle, arm and elbow pads on both of his arms and fingerless gloves, and metal armor plates attached to his left arm.

And he was laughing.

"Hahaha. Seeing you kids fight reminds me of when my little girls would tussle over the dumbest things."

Ben leaned toward Gwen and spoke quietly. "Did he just call me a girl?"

Gwen facepalmed.

"I take it those monkeys were yours?" Max gestured to the mechanical bodies that littered the area.

"I was given charge over them, yes. Had to get your attention somehow." He narrowed his eyes at the two children. "Although I wasn't informed you'd be so…small."

Ben reached for the Omnitrix. "I can make myself a lot bigger, pal."

"Ben." Gwen hissed in a worried tone.

"Oh, I saw that. Pretty impressive." The man then retrieved the hockey stick fastened to his back. "But you're gonna need more than a little heat if you wanna hang with the big leagues."

"What do you mean by that?" Max stepped forward, placing himself in front of his grandkids on purpose for the sake of their own protection.

"Let me introduce you." The man said as he rose his hockey stick above his head. "Ready boys?"

There was a pause before something close by let out a loud roar. The Tennysons turned to their right and saw a grotesque, hulking humanoid with gray stone-like skin covered in small tears that exposed the muscle underneath, and wearing nothing but torn brown shorts. It leaped off the building and landed right next to Mr. Hockey Mask.

Then they all saw a shadow fall over the street and looked up to see the silhouette of a young man blocking the sun as he hovered above them. Then he slowly descended and they got a good look at him: He appeared to be no older than a teenager (Max guessed 16), with short black hair and an impressive physique for his age. His attire was a simple form-fitting red body suit with white accents that covered everything except his head and hands and had a strange symbol on its chest; a diamond-shaped, five-sided pentagram with a backwards "S" in it, also white. But what unnerved them the most were his eyes with their black sclera, light-blue irises and black pupils that were now part of the scowl he was giving them.

"To my left is Blockbuster. To my right is Match, and I'm Sportsmaster." The blonde man finally revealed.

"So this is the "big leagues?" Ben spoke up. "What, did you not have any more hockey gear in their size?"

Sportsmaster chuckled. "Who said anything about hockey, kid? We were thinking more along the lines of…team deathmatch." He chuckled darkly as his grip on the hockey stick tightened.

"Play ball."

When Ben realized that Match was now charging towards him, he hit the Omnitrix so quick that he didn't have time to select an alien, thinking that anything was better than his current squishy human self. Thankfully, the form he was given was XLR8, allowing him to dash out of the way, taunt his teenaged foe, and then run away as a blue and black blur, Match growling and giving chase right after, matching his opponent's speed.

Blockbuster, meanwhile, sneered at Gwen, showing his nasty yellow teeth. Realising what was coming, Gwen snapped her fingers and disappeared in a flash of pink light, reappearing on top of a wrecked car some distance behind the behemoth.

"Yoohoo. Over here, ugly!"

"Gwen, what're you doing?" Max called out.

"Don't worry Grandpa, I can handle this!" Gwen answered back as she leaped off the car before Blockbuster could flip it over, disappearing around a corner.

"You're right." Max whispered. "I know you can."

"Your granddaughter's got guts, old man." Sportsmaster commended as he twirled his stick around with one hand. "Let's see how strong yours are."

Gripping the hockey stick with both hands, he swung hard, aiming for Max's head, but shockingly, the elderly man blocked it with his forearm, grabbed ahold using the hand of that same arm, and then used his other hand to snap the thing in two, kicking the broken half away. Sportsmaster was temporarily dumbstruck, but then Max saw his eyes narrow as he discarded the other half of his broken hockey stick before retrieving the reinforced titanium bat also strapped to his back and rushing forward again.

Max brought up his laser pistol again (still functional) and fired a few more shots, but Sportsmaster deflected them with his bat before swinging it when he got close enough and knocking the gun out of Max's hand, but when he tried to bring it back up to club Max in his kidneys, Max blocked it, constricting his arm around both of Sportsmaster's, stopping the attack cold. The aged Plumber then delivered a quick left hook to the masked man's temple, who responded with a head-butt. Max grit his teeth and kicked the younger man away, taking a moment to check if his nose was broken (thankfully it wasn't) before glaring at the villain.

"You want to know something?" Max asked with a grin. "You just reminded me of a famous quote from an ex-pro."

"Really?" The masked man taunted. "Well then enlighten me."

"Stop me if you've heard this one." Max reached behind his back and retrieved something that resembled the handle of some kind of tool. Gripping it in both hands, he then twisted it until it made a 'click' sound, and out of one end came a beam of blue energy that expanded to form the shape of a bat. He could see by the way Sportsmaster's eyes shifted that he had raised an eyebrow in response to his opponent's choice of weapon.

"If you train hard, you'll not only be hard, you'll be hard to beat." Max recited as he shifted into a fighting stance, his bat ready to swing.

"Herschel Walker. Heh, I guess wisdom really does come with age." Sportsmaster acknowledged.

"And wisdom is always an overmatch for strength." The Ex-Plumber retorted.

Both combatants didn't waste a minute longer and rushed forward.

And the game was on.

(X)

Two blocks away…

'Well, I thought I could do this.'

Gwen had repeated that thought in her mind over and over again as she dodged and fled from Blockbuster's relentless assault. The brute had proven to be more resilient than she anticipated as he took the full force of some of her strongest "charm bombs" when their little chase began. If anything, her attempts to harm him only made him angrier.

'Fire, ice and electricity don't work, so what will?' She thought. By now she had run to one of the less damaged parts of town and was hiding inside an empty candy store. She peeked out the front window and saw Blockbuster flipping over cars and snarling in frustration as he searched for his prey.

Gwen ducked down low again and checked her pouch; one charm bomb left, a smoke one.

'I might be able to use this as a distraction, but then what? Keep running?'

Setting her pouch down, she pulled out her spellbook and began flipping through the pages, desperately searching for a spell, curse, anything that would give her an edge. She made it halfway through the book before something caught her eye, making her squint in concentration before her face lit up upon finding the right incantation.

'That could work. I just need to…'

CRASH

Gwen covered her head with her hands as shards of glass rained down on her, and when she looked up, she saw Blockbuster looming over her with an evil grin on his face, the rancid breath from his nostrils causing her to gag.

"So…," she chuckled awkwardly, "…how about for this round, you hide and I seek?"

"RAAAAAWWR!"

"Didn't think so!" Quickly reaching into her pouch and retrieving the lone charm bomb, Gwen shoved it into Blockbuster's open mouth, lodging it in his throat.

"ONTPLOFFEN." She shouted.

A small flash of light emanated from the monster's throat before geysers of gray smoke spewed out of his mouth, nostrils and ears. He began making choking noises as he stumbled back into the street, both hands clutching his throat as the torrent of thick suffocating vapor brought him to his knees.

Seeing her opportunity, Gwen vaulted over her cover and sprinted across the pavement before leaping onto her opponents back. Retrieving a marker from her pocket, she began the delicate process of writing the symbol for her chosen spell onto the back of the beast's neck.

Not knowing why his opponent latched onto his back, but irritated nonetheless, Blockbuster began furiously clawing at his back to try and reach the nimble little girl, and while she did manage to avoid his attempts to grab her for a short while, eventually his fingers latched onto the back of her shirt. Snarling, he threw her over his head where she landed some distance away. He coughed a few times to remove the excess smoke from his lungs and then proceeded to march towards his downed prey, fury blazing in his red eyes.

Resting on one knee, Gwen looked him in the eye.

"You know, you really ruined my afternoon, buster." She spoke. "How about I return the favor." She paused and reached out with her hand, her eyes narrowing as she channeled her magic.

"MENARIK!"

Blockbuster suddenly felt a small spot on the back of his neck grow warm. He used his hand to feel that area, his finger tracing over the glowing silver rune Gwen had drawn there. He prepared to start running towards her, but then felt something hard latch onto his back, almost making him stumble. Reaching behind him, he struggled to remove the offending object before he pulled it free and realized it was…a moped. Growling in confusion, he looked ahead at Gwen and saw her standing tall with her arms crossed and a cocky smirk on her face. Snarling once more, he tried to take another step forward, but was forced back once more when an abandoned car slammed into his midsection. Out of the corner of his eye he saw a metal table sailing towards him and tried to swat it away, only for it to stick to the back of his hand upon contact.

Gwen heard the sound of metal scraping pavement from behind her and threw herself to the ground to avoid getting hit by both another car and a hot dog stand, her eyes following them as they sailed through the air and latched onto Blockbuster magnetically. She watched with slight humor as he struggled in vain to tear off all the metal attached to him, but his movements became slower and slower as cars, trucks, pipes, manhole covers, anything and everything made of metal piled on top of him until, eventually, he was completely submerged in a forty-foot high heaping pile of all things steel, iron titanium, etcetera in the area.

Standing back up, Gwen walked over to the pile and knelt down to look into Blockbuster's lone visible eye.

"If Ben were here, he'd probably say something smart to mock you." She then picked up a pocket watch sitting idly on the ground by her feet. "But I'll just do this."

She then slammed the watch over Blockbuster's eye, concealing it and causing him to let out a muffled roar from his prison.

"That should hold you for a while." Gwen taunted while dusting off her hands.

BOOM

A distant explosion almost made her jump out of her shoes. She turned towards the source and saw smoke rising up into the sky, realizing that it was coming from her cousin's favorite place to get a certain cold concoction within Bellwood.

"Ben." She whispered. "Hang on…"

(X)

Mr. Smoothy…

"That was too close." Ben whispered to himself as he stared at the destroyed semi-truck his opponent had thrown at him moments before.

He was currently hiding behind another abandoned vehicle, a red convertible to be precise, in the Mr. Smoothy parking lot. He did his best to lead Match away from Grandpa and Gwen, but inevitably the timer on the watch ran out, forcing him to stop right outside his favorite place in town and collect his bearings, that is until Match caught up with and that car at him, forcing him to duck for cover. He knew he only had moments to react before his was discovered, and so took a quick glance at the Omnitrix.

'I've only got enough power left for one, maybe two transformations.' He thought worriedly as he fiddled with the dial, his back pressing more firmly against the side of the car. 'This guy's fast and strong. I need something that can…'

"RAAAAAGH!"

"Oh, boy."

The convertible was suddenly lifted off the ground, forcing Ben to turn around and gasp at the sight of Match holding it above his head, his teeth showing as he snarled at the boy.

"Please don't mess up." Ben said aloud without even looking at the watch. Keeping his wide eyes fixed on Match, he pressed down on the dial once more. There was a flash of green light, temporarily blinding Match, and when he focused again he found himself looking up into the eyes of a four-armed, red skinned and ripped creature in a black and white body suit staring down at him.

"Here," the thing spoke, "…let me help you with that."

Grabbing the convertible in a firm grip, Fourarms forcible removed it from Match's grasp and in one fluid movement, tore the thing in two before smashing both halves against Match, sandwiching the teen in between them.

Fourarms put his hands to his hips and admired his work. "Mr. Smoothy's newest item: the Matchburger." He bellowed out a laugh.

His celebration was cut short, however, when Match freed himself from his vehicular prison, roared again and then rushed forward to tackle his larger adversary. Fourarms planted his feet, his heels digging grooves into the ground as he was pushed further and further back across the pavement. Looking over his shoulder, he saw Mr. Smoothy getting closer and closer, realizing that if he didn't do something, they'd both end up destroying his favorite hang-out place, and all those poor smoothies and sodas he'd never be able to drink.

That was most definitely not an option.

He freed his top two arms and wrapped them around Match's abdomen. Gritting his teeth, he lifted Match above his head before slamming him back onto the ground, cratering it upon impact. He repeated the process two more times before he hoisted him up by his wrists, and then proceeded to use his second pair of arms to punch the helpless teen repeatedly.

Unfortunately, Match managed to recover and block the next two punches with a couple kicks of his own, then, using his flight ability, forced himself to the ground, spun on his heel, and threw Fourarms over his head, where he crashed headfirst into the pavement.

"Fantaftich." Fourarms complained with a mouth full of asphalt. He yanked his head out of the ground and spat out the chunks of debris before he heard Match's distinct growl rapidly approaching from behind.

Thinking fast, the Tetramand sprang off his feet and launched himself backwards, colliding with Match and sending them both sprawling. As Match prepared to get back up, Fourarms reacted quicker and pinned the teen's limbs with both sets of arms.

"Stay. Down." He demanded, but Match refused to relent as he struggled against his opponent's hold. Fourarms grunted in annoyance before…

BEEP, BEep, beep…

Gasping, he looked to the Omnitrix symbol on his left shoulder and saw it flashing red while giving off its signature alarm.

"Oh, c'mon!" He groaned. Looking back down at Match, he noticed that he had stopped struggling to free himself…and that now his eyes were glowing red. "Uh, oh."

The next thing Fourarms noticed was his face feeling like it was getting sunburned as twin beams of heat blasted out of Match's eyes and sent him sailing across the parking lot. He landed hard, to the point that he was still disoriented even after he changed back to Ben. Groaning in pain, he lifted his head and saw Match now standing over him looking no worse for wear.

"Uh," Ben began awkwardly, "…wanna take a break? The smoothies here are reallyAGH!"

Faster than the eye could blink, Match grabbed hold of Ben's wrist, his left wrist, and lifted the boy up to eye level, growling when their gazes met. But despite the dire situation, Ben didn't panic or beg for mercy, he simply met his enemy's glare with an equally intense one of his own, even as Match's eyes began to glow once more.

BEEP

"ARGH."

Match suddenly let go of Ben's wrist and began shaking his hand frantically, almost as if he had burned it on something. Ben, having landed on his rear, looked to the Omnitrix and saw that it was now glowing yellow while the symbol rotated back and forth.

Capture Mode.

'This guy's an alien?' Ben thought to himself, puzzled. When the Omnitrix finished its new calibrations, a silhouette of Match appeared on the list of selections. Casting one quick glance back at his foe, Ben scowled and slammed his palm on the watch.

'One last transformation. Here we go.' He thought as he felt his body begin to shift.

Match took notice of the bright green flash, and after guessing what it meant, began to rush forward to challenge whatever form his enemy took this time…only to stop cold when he saw who the boy had changed into.

Ben looked down at his new form. Like Match, he was now dressed in a form fitting suit almost identical to his enemy's, except the red and white were now replaced with black and green, and instead of a backwards "S" there was now the symbol of the Omnitrix within the five-sided pentagram on his chest.

He looked down at his hand, and then the muscle beneath the skin, and then the bones underneath that. "Whoah, cool. None of my aliens have ever had x-ray vision before." He lifted his gaze to look at Match who was now gritting his teeth at him. "What are you?"

"RAGH!" Match roared as he flew towards his double, fist cocked back and ready to strike.

"Do you even know what words are?" Ben asked as he prepared to defend himself.

When Match was close enough, he threw his punch, but to his surprise, his double caught it. Smirking, Ben delivered the strongest uppercut he could, sending Match sailing into the air. When he recovered, he checked his nose for damage, only to see that Ben was now flying upward to meet him in the air. Match snarled and flew downward, drawing his fist back once more. Ben did the same, and when they were close enough, both attackers threw their punches at the same time, their fists colliding with such force that the impact shockwave caused several abandoned vehicles on the ground to nearly tip over. Ben grimaced and shook his hand to relieve the soreness, but while he was distracted, Match dropkicked him hard enough to slam him back into the ground.

Before Ben could react, Match was on top of him and strangling him. He grabbed his foe's wrists and tried to free himself, but it was to no avail. Angry at his current predicament and concerned about Gwen and Grandpa's well-being, Ben popped the cap off of his anger and let it all out in just two words:

"LET GO!"

His voice resounded like an exploding bomb, shattering the windows of several cars around him. Match, unable to cope with the sudden onrush of pain, let go of Ben's neck to cover his ears in a vain attempt to drown out the noise. Smirking, Ben kicked his foe away, causing him to do a backwards somersault across the ground. Getting back to his feet, Ben took several deep breaths and rubbed his neck with a groan. His ears caught the sound of crumpling metal and saw Match getting back up again while using another car to support himself.

"Man, how many hits can you take?" The eleven-ear old growled as he felt his eyes begin to grow strangely hot. "Forget it, I've got to stop this, now!"

Match, realizing what was about to happen, released his heat vision first. Ben fired his own blast right after, the beams colliding at the halfway point, leading to a fierce beam struggle between the two. The heat was so intense that it actually began to belt the tires of the vehicles around them as the ground beneath the point of convergence glowed red hot.

Stalemate.

Until, for some reason, Match decided to close his eyes, ceasing his attack and leaving him wide open to take the full force of Ben's "laser eyes," as he dubbed them mentally.

"Huh?" Ben asked aloud as he observed Match writing on the ground in agony while clutching a noticeable black spot on his face.

"I thought you could use a hand." An unmistakable voice spoke to him from behind.

Ben only had to turn his head slightly to see his cousin move to stand next to him. "Heh, took you long enough."

"Oh, quit it." She shot back, then gave her cousin's new appearance an once-over. "I thought the Omnitrix couldn't change you into other humans."

"It didn't." Ben clarified, pointing at his double. "It took a sample from him."

Gwen's eyes widened. "He's an alien?"

Ben shrugged. "Apparently, and a tough one at that." He flexed his fingers. "You wouldn't believe how many powers he has."

"Then let's take him down quick and get back to Grandpa." Gwen proclaimed as she conjured magical energy in her hands.

Ben nodded and prepared for his opponents next move. By now Match was standing upright again, and the appearance of another enemy didn't faze him one bit as he prepared to attack…only to suddenly stop, his arms lowering and his head turning so he could gaze at something in the distance. Ben and Gwen, obviously confused, looked in the same direction and only blue sky. A flash of white light drew their attention back to Match was standing where they saw him vanish before their very eyes.

"…Oh, c'mon!" Ben exasperated. "Why do they always run?"

"I don't know. It seemed like he was whisked away unexpectedly, from the looks of it." Gwen pointed out.

Ben stared for a moment longer before he sighed. "Whatever. Let's just get out of here." A devious smirk formed on his face. "Need a lift?"

"Oh no you DoOOOOOOOOON'T!"

(X)

Back at the Rust Bucket…

Shortly after their return to the motor home, the Omnitrix's timer ran out, reverting Ben back to normal. The cousins then spent at most a minute searching for their grandpa until the Ex-Plumber came stumbling out of a trashed pawn shop, limping on one leg and rubbing a black eye and caryring some object in his hand.

"GRANDPA!" The kids yelled, running over to lend their support.

"I'm alright, kids." He half-chuckled. "You should see the other guy." He then let go of the object he was holding: Sportsmaster's mask, now broken in two.

"Where'd they go, anyway?" Ben asked as they set Max down on the ground next to the Rust Bucket, allowing him to lean back against it.

"I don't know." Max breathed out, massaging his aching leg. "We were getting ready to go another round before he stopped and then simply vanished."

"Just like with Match." Ben added.

"Blockbuster's probably gone now, too." Gwen realized.

Max nodded in agreement. "Be that as it may, kids, we have more pressing concerns right now."

"Like finding who they worked for." Ben suggested.

"No, he means getting back to our parents, doofus!" Gwen retorted.

"You both are right, but that's not what I meant." He retrieved a small, walkie-talkie looking device from his belt. "After Sportsmaster vanished, I tried getting back in touch with the outside world now that the dome's gone." He activated the device and handed it to Ben, Gwen leaning in to get a good look at what the small screen it had was displaying. "That is what I discovered."

Ben and Gwen's eyes narrowed in focus on the little screen, before they widened in surprise.

"Grandpa…" Ben started.

"This isn't…we're not on…" Gwen rambled.

"I know, kids." Max breathed out. He retrieved his cell phone from his pocket and hit redial again. "…Mayor, yes it's me. The situation's been resolved, the enemy has disappeared…yes, the robot monkeys are scrap now, we're in the clear, but I need you to do something for me…pass the word on that all the citizens need to gather in front of city hall for an important announcement." He paused to pinch the bridge of his nose.

"We've all been abducted."

Author's Note:

I recently discovered that Ben 10 is getting rebooted as well. Who knew?

Thanks for waiting. I'm back home from school now which means I'll have more free time to keep working on this.

As always, constructive criticism is welcome and appreciated.

Next Time: Do you dig giant robots?