Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.

Author's note: Welcome to the first chapter of Part 3! This chapter introduces the group encountering some custom made Symbiotes from Marvel comics for the first time.

Also, a rather old foe from Chapter 3 of Part 1 makes his grand return in that none of you readers would ever think he would come back.

I'd say more, but I don't want to spoil anything, so sit back and enjoy reading this chapter.

And as always, ah... you know what I mean by now.

Italics: Thinking.

Bold Italics: Thick deep voice.

Previously on Stan 10: Having managed to survive the encounter with both Vilgax and Kevin 11, Stan thought that things couldn't get any crazier.

He was so wrong.

A new genocidal threat known as Eon emerged who was the leader of a massive army of time travelling aliens known as Chronian's.

During the conflict which spread across several other realities, Stan met Paradox for the first time having previously watched him before.

Thanks to Paradox's help, Stan met older and experienced Omnitrix and Ultimatrix wielders known as Kyle, Kayla, Logan and Trey along with some older Ben's.

Working with the others, Stan not only discovered that Eon was an older version of him from an alternate timeline, but he also discovered that he was not Human.

Instead, he was a Half Sayian Human hybrid.

Now knowing what he truly was, Stan ploughed through and helped the others to beat Eon.

Following this latest and extraordinary event incident, the group returned to their home dimension and continued their summer vacation.

However, an old foe has been buying his time for vengeance whilst a new terrifying threat will soon be unleashed upon Earth.

With the two forces colliding together, an unexpected ally will soon turn Ben Tennyson's life upside down and grant him powers he never thought possible...

Chapter 28: 'Symbiosis.'

(Flashback)

A week before the events of 'Ghostfreaked Out...'

Somewhere in the cold depths of the Solar System...

The Earth glowed a luminous blue colour brightly in the cold depths of space as no extraterrestrial space ships orbited the planet.

Near the moon, however, a single rocky meteorite zipped past at light speed heading towards the planet below.

WHOOSH! ZIP!

The destination of where it was going?

The United States of America.

At the same time on the planet itself...

The full moon dominated the cloudy grey skies above the Indiana Army Ammunition Plant outside the city of Jeffersonville in the state of Indiana.

Having been abandoned a long time ago, the plant had several watchtowers, a large gated fence around the facility along with a large main factory building in the centre of the complex where bullets and weapons were manufactured.

However, the plant was not empty.

Dozens of mercenaries wearing silver jumpsuits, mercenary style armour and gear slowly patrolled the outskirts of the factory whilst the watchtowers were guarded as well.

Inside was just as busy.

A mercenary walked into a corridor carrying a large box full of supplies into the main chamber of the facility.

Inside, various mercenaries were repairing the machines within the factory as ammunition was slowly manufactured and produced on the conveyor belts.

Whirrr... Groan... Rumble...

In the old manager's office which was filled with hunting trophies and newspaper articles, a familiar foe was sat down on an old leather chair reading a series of newspaper reports.

It was Jonah Melville.

Like previous villains, Jonah looked essentially the same, except he now had a small scar on his nose from when Ripjaws had beaten him during the Krakken incident.

Reading the newspaper articles, Jonah took a sip off some Amercian Beer he had been drinking before he scowled at the headlines which stated below,

'Rapid City destroyed in Alien Invasion!' 'Underwater hotel opening cancelled due to alien activity?' 'Numerous super villains emerge!' 'Alien sightings continue to increase.'

Still remembering his failure of a plan a month ago, Jonah had slowly been rebuilding his forces and had decided to spend all of his money to get revenge on Stan and his team.

"Tch. Damn brat and those cursed aliens. He ruined my chance of spending a lifetime in the Bahamas with all that money." Jonah scowled angrily before he turned his head to the wall.

It was a newspaper cutout of Ripjaws Kevin robbing the bank in Chicago which had various hunting knifes pinned on the image.

Moving away from his desk, Jonah faced the newspaper article and mumbled under his breath, "I swear, the next time you appear fish freak, you're as good as dead."

Creak...

The door to the manager's office then opened as a mercenary walked into the office, "Uh, boss... We got the weapon delivery from Hammer Industries."

Smiling, Jonah then turned around and told the mercenary, "Excellent work. Give Justin Hammer my warm regards and thanks for providing me with his technology during the failed Krakken heist. Now leave."

The mercenary then walked out of the office as Jonah continued thinking about his plans just before...

Rumble...

The factory shook slightly as Jonah looked upwards in confusion and muttered, "What the devil?"

WHOOSH! SMASH! KA-BOOM!

A massive explosion then shook the compound outside the main building.

WHOOSH! KA-RUMBLE!

Shocked, Jonah quickly moved to his desk and spoke into an intercom, "Something big just landed outside! Find it and kill whatever freaking thing it is if you have to."

Jonah then moved over to his work table and grabbed a hunting knife along with a Glock pistol cocking it.

Obeying Jonah's orders, the mercenaries quickly moved outside the building as Jonah joined them.

Outside the building in the complex a few mins later...

SCREECH! WHOOSH!

Several high tech trucks and cars drove up near the impact site as to where the meteorite had ended up.

The meteorite had crashed into the ground leaving a massive crater that was filled with rocky debris and rubble from the impact site.

Stepping out of a black car, Jonah observed the impact site with intrigue and curiosity as the mercenaries surrounded the site.

"Sheesh, what is that thing anyway?" One of the mercenaries dumbly questioned his partner.

"It's some kind of giant rock from space. Dumbass." His partner sarcastically told him.

"Shut up! The boss is here!" Another mercenary warned the group of two.

Ignoring the bickering mercenaries, Jonah moved to the two of them and told them, "You three with me."

Nodding the mercenaries followed Jonah as they skidded into the dirt crater.

Rumble... Groan...

The meteorite then groaned as Jonah and the mercenaries slowly approached it.

"Uh, boss. But since when do rocks from space groan?" One of the mercenaries asked Jonah.

"We could have found something alien." Another mercenary suggested.

Looking closer at the rock, Jonah noticed that it did not only seem to be groaning, but something was sloshing inside.

Rumble... Slither... Splosh... Groan...

"Yes, I believe we have found something alien." Jonah pointed out before he looked at one of the mercenaries and told him, "Jack! Move to the meteorite and see what's inside of it."

The mercenary nodded back and cocked his Mp5K before he moved closer to the meteorite peering inside one of the holes present.

"Uh, it seems clear boss..." The mercenary called out before something slimily tackled the mercenary.

WHOOSH! SPLAT!

"GAH!" The mercenary gagged in pain as a dark orange slimy mass with tainted blue veins slowly squelched into his mouth.

Jonah couldn't believe what he was seeing as the mercenary slowly collapsed onto the ground before he stood up and began firing his Mp5K widely.

BLAST! PEW! BLAM! PEW! THUNK! SMASH! CLANG!

The mercenaries quickly opened fire in response and shot the possessed mercenary in response who fell onto the floor deceased.

"Idiots! We just lost someone! Grunts like yourself are hard to come by!" Jonah criticized his mercenaries who remained silent.

Sighing, Jonah then motioned to his soldiers to stay silent before he moved over to the possessed mercenary and leaned down near his body.

And then the alien took its chance to attack.

WHOOSH! SPLAT!

The dark orange slimy mass then squelched out of the mercenaries body and squelched into Jonah's kneeling body.

Shocked, Jonah ended up dropping his weapons on the ground before his eyes became a pale white colour with no iris in them along with his tanned skin developing an orangey colour around his body before he screamed, "ARGHHH!"

The mercenaries watched in shock and horror before several more different blobs of slimy mass slowly emerged from the meteorite and began moving out of the dirt crater.

Jonah then moved upwards and glared at his mercenaries with a demonic smile as the alien blobs slowly moved out of the meteorite.

What were the alien blobs you are wondering?

They were Symbiotes, a parasitic alien blob species that took control of hosts and used them to their own needs.

Unbeknownst to the large group of mercenaries at the factory, however...

A sole meteorite fragment had crashed outside further away from the complex having been disconnected from the larger meteorite.

WHOOSH! SMASH! SLAM!

Dirt and debris were sent flying through the air as a smaller meteorite fragment with holes had buried itself in the ground.

And then another slimy blob mass emerged, except this one seemed smaller along with being coloured green and having light brown veins across its body.

Rumble... Slither...

Looking around, the smaller Symbiote then spotted an old repair truck that was currently parked near the side of a road.

Knowing that it had to reunite with his brethren, the alien slowly attached itself to the bottom of the truck before it drove off into the distance with an unknown occupant hanging underneath.

A few weeks later in the present day after the events of 'Heroes Reunited...'

It was a regular average day as The Rust Bucket drove across on a busy highway road.

Inside, Max drove the RV whilst listening to Take Me Home, Country Roads on the radio humming the song's lyrics to himself.

"Country Roads, Take Me Home..." Max happily hummed to himself enjoying the music.

"I thought you just liked rock music, Grandpa." Gwen inquired to him sat down next to him.

"I mainly like rock music, but I have a taste for all musical genres Gwen," Max told her back before he questioned her, "So do you know where we're going next?"

"Yeah, Mega-Mall-Opolis. It should be a great shopping trip!" An excited Gwen eagerly replied.

In the middle of the RV at the table booth, Ben and Stan were sat on opposite sides as Stan activated the Omnitrix for the first time that day.

BEEP! FLASH!

"Welcome back to the Omnitrix, User, Stanley Hopkins. All systems engaged. Master Control feature activated. Scanning Mode activated. Radiation Mode activated. Randomizer Mode deactivated. Life Form Lock deactivated. Recalibration Mode deactivated. Communications interface activated. Have a very safe day." Stan's Omnitrix fully beeped out the new voice-activated greeting that had been programmed into it.

"That information was too much for me to handle." Ben snarkily pointed out before he told Stan who was scrolling through his aliens, "So what's up with the voice?"

"Well, I don't exactly remember how, but someone upgraded my Omnitrix and gave it a few tweaks, including alphabetical organization for all my aliens by name with the bonus of the alien's names underneath along with the voice modulator as well. Pretty awesome huh Ben?"

Shrugging back, Ben then placed his feet on the table and told Stan, "I guess that is pretty cool. But still, I wish that well... Both you and Gwen had amazing stuff happen to you both. I want something unique to happen to me too."

"I know Ben, but we have to be honest. I only found the Omnitrix by sheer accident. Gwen only found the magical stuff by mere accident. It's a one in one hundred chance." Stan truthfully told him.

"I understand that. And I was never jealous of you having powers, unlike a certain dweeb." Ben told him glaring at Gwen slightly.

"Give it a rest doofus, that was a lifetime ago and I've gotten over that." Gwen angrily replied to him.

"Alright, that's enough you two. We have a long journey ahead of us to Mega-Mall-Opolis and I don't want any arguing from the lot of you. Understand?" Max questioned the three kids.

The three kids nodded back before Ben then questioned Max, "Can we stop at the next service station and get something to eat Grandpa? I'm hungry."

"Sure, we're running low on fuel anyway," Max told him before the Rust Bucket drove off the interstate and down a bypass road to a service station.

"Ah well, Seems like it's just going to be an average day with no alien activity. Hopefully." Stan thought in his head hoping for a normal day.

A few moments earlier at the service station...

A large transportation goods lorry screeched to a halt outside the service station and parked up near the back of the building.

Creak...

Stepping out of the driving cabin, the lorry driver walked to the back of the truck as a pair of workers came over to him.

"Morning Bill, you been doing good recently?" One of the workers called out to him.

"Been doing fine, thanks mate." The lorry driver greeted him back.

Little did the two know, that inside the storage truck that the green slimy blob clung into the inside of a storage crate having consumed some pork meat.

Creak...

The green Symbiote then felt the crate shake slightly before it realized he was being taken somewhere.

Feeling annoyed, the Symbiote growled wanting to find a good host to bond with so that he could reunite with his brethren.

It was so annoying that he had been cast out as always, and that he would try to find a way to regroup with the others.

But the worst part was his embarrassing name being the runt of the Symbiote pack.

Nibbler.

He felt like a nobody whilst his superior known as Frenzy was the alpha male of the Symbiote pack.

Hell, the entire reason, Nibbler and the other Symbiote's had ended up on Earth was so that they could hunt and kill the Omnitrix user since he had made his presence known.

Wanting to find and hunt the Omnitrix user first, Nibbler slowly remained quiet as the service workers carefully transported the goods box into the station.

Inside the service station at the same time...

As Max filled the Rust Bucket with gas outside whilst keeping an eye out for car hijackers or robbers, the kids were inside the service station.

Gwen was browsing the magazine section whilst Stan was carefully looking around the fruit and veg area whilst Ben was looking at some DVDs.

"Hmm... Supercop. Meet the cop that can't be stopped." Ben spoke having analyzed the contents of the DVD with a poster of Jackie Chan on it.

"Supercop huh? I still think Point Break is the best action cop film in my opinion." Stan pointed out as he walked over to Ben holding an apple and a bottle of water.

"Fair enough, now maybe some of the cereal boxes here have a golden Sumo Slammer card I can finally get," Ben suggested to Stan who nodded back.

"Yeah, well just don't go rummaging through the boxes as Grey Matter again, Stan," Gwen warned him carrying a tourism magazine and some food boxes.

Stan fearfully nodded back before the service station door opened as Max walked in ready to pay for the fuel service.

"You three kids ready to go?" Max questioned them together.

Little did the group know that in the ventilation system in the ceiling, Nibbler was squelching around.

Rumble... Splat... Squelch...

After being transported into the service station, Nibbler had managed to sneak into a nearby vent duct.

Thinking about his next move, Nibbler's scent had picked up excess Codon energy leaking off a Terran's body.

Having found the trail of the hunt, Nibbler decided to try and find a suitable host to bond with to claim his prize as a result.

Squelching through the vents, Nibbler slowly spotted the group of four and sniffed them out.

The Omnitrix wielder who was a male half Sayian hybrid who was his primary target.

An old Terran male who seemed rather useless and would not make a good host because of his advanced age.

A female half Anodite hybrid who seemed strong but didn't suit his needs either due to the amount of magical energy being emitted from her body.

And then he spotted the perfect host for him.

A male half Anodite hybrid who not only seemed strong but had no magical energy being emitted from his body.

He even had the same colour scheme as he did with his hair and eyes.

He would be the perfect host for him.

Feeling excited, Nibbler watched as the group lurked near the exit as the old man paid for something.

Knowing what he had to do, Nibbler quickly moved out of the vent above and landed on the back of Ben's shirt quietly.

Whoosh! Splat!

Feeling something sticky land on his back, Ben froze in confusion and questioned the other kids, "Okay, who threw something sticky at my back?"

"What are you talking about?" A confused Stan questioned Ben before Gwen frowned slightly and walked behind Ben just as Nibbler quietly entered Ben's body not wanting to harm his host.

Looking at Ben's back, Gwen didn't notice anything off before she told Ben, "There's nothing on your back. Except maybe you're idiocy."

Ben rolled his green eyes in response and stated out, "I swear, I felt something touch my back!"

Having paid the bill, Max then told Ben, "Don't worry, Ben. Once we're back in the Rust Bucket, I'll analyse your condition."

Ben nodded back and followed after the group of three before he began sweating slightly due to Nibbler beginning his Symbiosis process in which he was bonding to Ben.

At the same time at the ammunition plant...

The factory remained vastly the same as Jonah Melville's mercenary forces continued patrolling the area except things were different.

Some of Jonah's mercenaries had become bonded to several Symbiotes that were members of Frenzy's pack.

Most of them had adopted a humanoid state covering their Human hosts with a solid muscle mass of the Symbiote's body with coloured veins covering their bodies as well.

The Symbiotes also had three-fingered hands with large claws and one thumb with thick matching feet as well.

As for the eyes and face?

The Symbiotes all had different facial structures, but the most common theme was the large blank white eyes with no pupils and the carnivorous jagged sharp teeth along with the long flexible monster tongue.

So what about Jonah himself?

WHOOSH! THUNK!

Hurling another hunting knife towards the newspaper stuck on his office wall, Jonah grinned drunk on the power and muttered to himself, "This power is incredible. Not only can I still have riches and fame, but I can also keep this power once my revenge is complete."

Splat... Slither...

Some bright orange tendrils with tainted blue veins present then slithered out from Jonah's shoulder before it morphed into a Symbiote's face belonging to Frenzy.

Like other Symbiotes, Frenzy had the coloured orange head along with with with the signature large blank white eyes with no pupils present with his downwards shark-like teeth smirking at his host.

"Indeed... As we have agreed, once the hunt for the Omnitrix wielder has been completed, we will become the pack alpha and colonize this world with Symbiotes and you shall have whatever you want." Frenzy promised Jonah with a disturbing deep and evil voice.

"Agreed. Before I met you Frenzy, I knew nothing about the grand scale of the Universe, but now... We can finally kill Stan Hopkins and his family for good. It's going to be a lot of fun." Jonah sadistically joked back.

Frenzy and Jonah then chuckled together before someone knocked on Jonah's office door.

Tap! Tap! Tap!

"What is it?! We are busy!" An annoyed Frenzy snarled at the person who was at the door.

Creak...

The door then opened like a dark lavender coloured female Symbiote stomped into the office and told the two, "Sorry to interrupt Frenzy, but our scouts have sensed Codon energy within the region. The wielder of the Omnitrix and his group are close."

"Did you see a large RV? The group of four were using that vehicle at Lake Anna during my failed Krakken heist." Jonah questioned the female Symbiote who was known as Ink.

"Yes... One of your Terran scouts spotted them at a gas station. Our sentries are en route as we speak." Ink fully explained before she remarked, "But there's more."

Jonah and Frenzy listened with intrigue before Ink explained, "We've also sensed that Nibbler has bonded to one of the children in the gas station. We don't know which child though."

"Hmm... This could complicate matters, but it's nothing to worry about. Nibbler is a child. How fitting he should bond to a Terran one." Frenzy joked loudly before he declared, "I must preserve my strength though. You know what must be done."

Frenzy then squelched back into Jonah's body before he told Ink, "Gather the forces, hunt them down and bring to me. Also, do try to spare Nibbler as well."

Ink nodded and stomped off back outside the munitions factory as Jonah smirked proudly and mumbled, "Let the hunt begin."

At the same time back in the Rust Bucket...

Having left the service station behind, the Rust Bucket was now travelling back on the highway road.

Inside the RV, Max had turned off the radio and was concentrating for a road to turn off with Ben sat in the front seat whilst Stan and Gwen were talking in the booth sat down on either side.

"So Gwen, What do you want to get from the mall?" Stan questioned Gwen crunching on an apple thanks to his newly discovered Sayian instincts.

"I'm thinking, clothes from a variety of sellers, some more books to read on a variety of subjects and more information on magical artefacts," Gwen explained to him.

"I'm not a fan of magic considering how it makes no sense from my perspective, but I'd be looking for books, graphic novels and DVD's," Stan replied to her.

"Oh man... I don't feel so good, Grandpa. I feel sweaty and really hungry at the same time." Ben then complained to Max in the front seat.

Worried about Ben, and trying to focus on the road, Max then advised him, "I'd recommend getting a glass of water from the bathroom and having a slice of bread with butter. It's the best way to get rid of a stomach cramp."

Nodding Ben stood upwards as he groggily made his way to the bathroom passing by Gwen and Stan.

"What's up with Ben?" Gwen questioned Stan who shrugged back in response not sure.

Creak...

Closing the bathroom door, Ben stood in the mirror and sighed before he slowly drank the water just before he heard a deep childlike voice in his head.

"Boo!" Nibbler spoke to him as Ben's green eyes briefly turned white due to the Symbiote's influence.

Ben then spat out the water from his mouth and coughed in response dropping the plastic cup on the floor.

THUNK!

"WHAT'S WRONG WITH ME?!" Ben shouted in shock as he landed against the wall with his head aching slightly.

Doing his best to ignore the pain, Ben looked around the bathroom before he mumbled under his breath, "I so did not imagine that right now..."

"Yes, you did. Now eat." Nibbler spoke to Ben in his head again feeling peckish.

"Oh shut up! I don't where you came from! But you're not taking control over me!" Ben complained back to Nibbler who chuckled slightly.

Tap! Tap! Tap!

"Ben! What's going on in there?" Stan called outside the bathroom as Gwen shouted out, "You alright?"

Moving up from the floor, Ben opened the bathroom door and told them both, "I'm not! I'm hearing voices in my head guys!"

"Ben is hearing voices in his head?! Oh boy, here we go again for the dozenth time." Stan realized thinking as Ben moved out looking frantic and hungry.

"And to top it all off... I'm so hungry!" Ben then greedily exclaimed before he rushed to the kitchen cabinet and opened it.

Creak...

Peering inside with a hunger-induced grin on his face, Ben spotted some crisp and cookie packets before he grabbed them and began hungrily devouring the food inside rapidly.

Noticing what Ben was up, Max frowned and shouted at Ben, "Benjamin! Would you please just sit down and rest?!"

Staring at Max with his face stuffed with cookies, Ben told him back, "I just can't help it, Grandpa! I'm so hungry!"

Stan and Gwen then decided to take action.

Gwen then grabbed hold of Ben's back and tried to pull him back, but for some reason, Ben wouldn't move as he began crunching on the crisps.

Stan quickly moved behind Gwen and helped her to pull Gwen back but he still was not moving at all despite the combined effort of the two.

Sighing in annoyance at the kids, Max moved his hand to the dashboard and pressed a familiar button on it.

Flick!

"Autodriver engaged." The female robotic voice responded from the dashboard.

The Rust Bucket then drove off the highway and onto a motorway exit which took it down a road into a thick forest.

Unclipping his seatbelt, Max then moved over to the kids and kneeled near Ben who was eating more food.

"Ben! Would you please quit devouring the food like this?!" An enraged and confused Max shouted at Ben.

"Who is that old man?!" Nibbler angrily mumbled in Ben's head.

"He's my Grandpa, you alien freak!" Ben loudly replied to Nibbler as he continued eating the food hungrily.

The others were shocked by what Ben said before Gwen muttered, "Okay, that's it! You're not Ben, so I'm taking you out."

Gwen quickly backed off whilst Max and Stan stepped back in horror.

"What's wrong with Ben, Uncle Max?!" Stan fearfully asked him.

"Ben's not just sick, Stan. There's only one alien creature that can possess a host like this." Max remarked back to Stan just before he froze and called out, "Gwen, don't!"

Turning around, Stan spotted Gwen right behind Ben with a frying pan in her hands.

Just before Gwen could hit Ben, however, Nibbler took action to protect his host.

A large greenish blob mass with light brown veins then grew out of Ben's back and smacked the frying pan out of Gwen's hands.

WHOOSH! SPLAT! THWACK!

"Holy crap!" Gwen called out in shock as Ben then turned around and morphed his right arm into the greenish blob before Nibbler hurled it towards Gwen pinning her against the seat on the Rust Bucket.

WHOOSH! SPLAT! THUD!

Gwen scowled angrily as she struggled to break free of the slimy green blob of mass whilst Ben called out, "I didn't mean to do that Gwen!"

Frowning, Max then looked around the Rust Bucket whilst Stan activated the Omnitrix.

BEEP!

The green exposed core slowly rose up before Max then appeared near Stan holding a grey sonic whistle.

"Cover your ears, kids!" Max warned them before he activated the sonic whistle.

Flick! RING!

A loud sonic soundwave echoed throughout the Rust Bucket that damaged Nibbler's eardrums inside Ben.

"RARRGGGH!" Nibbler and Ben howled in pain with their voices synching together.

Due to the effects of the soundwave, Nibbler's body shown possessing Ben was revealed for the first time.

Like most Symbiotes, Nibbler was a humanoid green blob alien with light brown veins across his skin with his body being the same size as Ben's.

"What is that thing?!" Stan realized in shock deactivating the Omnitrix with the core sliding back down.

Beep...

"Just as I feared... It's a Symbiote." Max fearfully observed Ben's condition as Nibbler thrashed around in his body widely.

"A Symbiote? I think the Galactic Enforcers mentioned them If I recall correctly." Gwen pointed out pulling the receding black goop off her.

"Symbiote's are parasitic aliens that come from the planet Klyntar. Normally they are blobs of slimy mass that stick to the floor but they need a host body to survive and adapt on other planets. When this happens, the process is known as Symbiosis in which the Symbiote and the host form a mental and physical bond together. Many Symbiotes have different mutations depending on the host they take over." Max fully explained with Gwen and Stan regrouping together.

"So Ben has one of these Symbiotes inside of him... Ben said he could hear a voice inside his head." Stan warned Max as Nibbler and Ben kneeled on the floor.

Frowning, Max rubbed his left hand across his head before he mused, "But that's impossible. The last time I saw Symbiote's when I was working with the Plumbers, they couldn't talk."

"Only logical explanation is that they got smarter as the years went on." Gwen reasonably suggested as Nibbler then ended up smashing the whistle out of Max's hand causing it to go flying on the RV floor.

WHOOSH! SPLAT! THUNK!

Shocked, Gwen, Max and Stan then stepped back in horror as Ben slowly stood up and sprinted towards Stan.

Frowing, Stan then activated the Omnitrix again just before Ben tackled Stan right near the side door on the RV which then flung open.

THUD! BEEP! FLASH! THWACK!

"BEN! STAN!" Max and Gwen called out in horror as the two tumbled off the roadside and down a grassy hill in different positions with Stan transforming into Diamondhead during the tumble.

WHOOSH! THUD!

"Petroasapien DNA Sample activated." The Omnitrix beeped from Diamondhead's chest who was lying on his back as the green light flashed away.

"Ow... That was not the nicest transformation I've ever been through." Diamondhead complained slowly standing up from the ground.

Blinking his yellow eyes, Diamondhead frowned and watched as Ben underwent his transformation thanks to Nibbler.

Splat... Slither... Squelch...

Green blobs of mass with light brown veins slowly covered the bottom of Ben's body before he grew in size.

Next Ben's hands and feet were covered in the green blobs off mass as he slowly stood upright with his face now being covered.

Once Ben's face and hair were fully covered over, Nibbler finally showcased his face.

Nibbler's face had childlike blank white eyes with no pupils while his teeth were long and spikey with his tongue dangling out from his mouth.

With his transformation now complete, Nibbler grinned as saliva dripped out of his mouth and landed on the grass below him.

"At last... The prey is finally mine. Now I can beat him and earn respect within the pack." Nibbler declared before he glared at Diamondhead.

"Look, I don't know where you came from, but I will beat you and free Ben." Diamondhead coldly replied clutching his diamond fists.

"Bring it on Omnitrix wielder, I will defeat you." Nibbler bluntly replied before he ran on all fours and sprinted towards Diamondhead.

In response, Diamondhead placed his hands on the dirt ground and generated a series of large crystals from the said ground.

Rumble... CRACK! WHOOSH!

Nibbler quickly leapt and jumped over the crystals as Diamondhead merged his hands and fired several dozen shards towards Nibbler.

RATATATATAT! BLAM! THUNK!

The crystal shards ricocheted and bounced off Nibbler's thick skin before the Symbiote tackled the Petrosapien onto the ground.

WHOOSH! SMACK! CRASH!

Diamondhead quickly placed his hands together and frantically blocked Nibbler's various claws strikes and punches trying to break through his defence.

SMACK! CRASH! PUNCH! THUD!

"You know, you look identical to Ben as an alien." Diamondhead sarcastically joked before Nibbler jokingly said, "Of course, why else would I choose Ben as my host?"

Diamondhead then shrugged back casually before he noticed something wrap around his lower left leg.

Diamondhead then realized that Nibbler had used his tendrils to grab hold of his leg.

SPLAT! SLITHER! GRAB!

Nibbler then hurled Diamondhead up in the air before he slammed the Petrosapien on the ground back and forth a few times.

WHOOSH! SMACK! WHAM! SLAM!

Gritting his teeth in pain and on the ground, Diamondhead then called out, "Shocksquatch!"

FLASH!

"Gimlinopitchecus DNA sample activated." The Omnitrix voice beeped out as Stan finished his transformation.

Changing into Shocksquatch, the Gimlinopitchecus then charged his fists together and punched Nibbler with electrical energy.

ZAP! SPARK! CRACK!

Nibbler was sent flying back slightly before Shocksquatch then prepared to fire more electrical energy just before he heard something in the distance.

WHOOSH! THUD! CRASH!

Hearing the sound of trees breaking in the distance, Shocksquatch turned around and mumbled under his breath, "What the devil is that eh?"

Nibbler grinned before he told Shocksquatch, "Other members of the pack."

As if to prove his point, a large pink blur then slammed into Shocksquatch.

WHOOSH! SPLAT! SMASH!

"RARGHH!" Ink roared in Shocksquatch's face before he punched the female Symbiote in the face in response.

ZAP! SPARK! THUD!

Ink briefly stumbled back before two other Symbiotes of differing colour appeared and pinned Shocksquatch down on the floor using their tendril generating abilities.

WHOOSH! SPLAT! SPLOSH!

"Oh, this is not good, Eh!" Shocksquatch pointed out having been trapped by the Symbiotes which guarded him.

"Nibbler... Where have you been?" Ink questioned Nibbler who replied, "I've been bonded to this host recently, Ink. So shall we head back to the base?"

The two other Symbiotes then chuckled darkly before Ink told Nibbler, "I'm afraid that due to your useless nature, Frenzy has declared that you will be cast out."

"WHAT?! THAT'S SO NOT COOL!" Nibbler angrily roared out before Ink scowled and punched the younger Symbiote on his face.

SMACK! THUD!

"Tell that to the boss should you decide to show up. Let's roll!" Ink ordered the Symbiote scouts.

Agreeing with Ink, the Symbiote scouts then moved away with Shocksquatch dragged off as well being unable to speak thanks to his mouth is gagged.

With the four now gone, Nibbler recovered from the ground and scowled slightly before he muttered to himself, "Blast it all, what do I do know?"

"You could save my best friend." Ben's voice then suggested to Nibbler for the first time.

Scowling slightly, Nibbler then questioned Ben by saying, "Why should we bother?"

"Isn't it obvious? The chance for you to get revenge on that Frenzy creep. You could also earn respect and hero work for doing something well." Ben then pleaded to Nibbler.

"Hmm... Maybe your right Ben. After all, we can make a difference." Nibbler mumbled placing his hand under his green face.

"To be honest, Nibbler. Do you have anyone else in that pack?" Ben questioned Nibbler who was walking through the forest.

"No, Ben. But maybe if we can save the Omnitrix wielder, the pack would finally earn my respect. And we could go our separate ways, That could work out well." Nibbler admitted to Ben.

"Right, so we get back to the Rust Bucket, convince Grandpa and Gwen to help save Stan, and beat Frenzy. Oh does he have a host like us together?" Ben nervously questioned Nibbler.

"I believe they call him Melville." Nibbler bluntly told Ben who couldn't help but gasp in shock.

Nibbler then stomped off through the woods as Ben then dropped his catchphrase, "Oh, man."

At the same time back in the Rust Bucket...

The Rust Bucket was driving on a back road in the woods as Max and Gwen kept an eye out for Ben and Stan.

"Come on... Where are they?" Max nervously muttered wanting to make sure that the boys were safe.

"Don't worry, Grandpa. We'll find them." Gwen began before her eyes widened in shock, "Look it's Ben!"

Paying attention to Gwen, Max then spotted Ben waving from a nearby tree with Stan nowhere in sight.

In response, Max stopped the Rust Bucket near him with Gwen opening the side door of the RV.

SCREECH! Creak...

"Get in!" Gwen told Ben who quickly jumped in the Rust Bucket.

The side door was then closed with Ben and Gwen walking towards the front of the RV.

"So, Ben, what happened back there with you and Stan?" Max carefully questioned him.

"Well, I think I'll let Nibbler explain," Ben told him before he held out his left arm.

Splat... Slither...

Green blobs tendrils with light brown veins slithered out from Ben's left arm before Nibbler's Symbiote's face emerged.

"Hello, Maxwell, Gwendolyn." Nibbler introduced himself to Gwen and Max.

"Ewww! That thing is so gross!" A disgusted Gwen complained in disbelief before Ben stated, "Hey, at least I have superpowers now."

"Until you'll end up losing it," Gwen muttered under her breath in response.

"Alright, that's enough. So Symbiote, why should I trust you after you attacked Stan and took over my grandson's body?" Max coldly warned Nibbler.

Nibbler sighed slightly before he looked at Ben who told the others, "Well, Nibbler has a bit of a sad backstory that kinda relates to me."

"It's complicated, Max. The main thing to note is that I was part of a larger Symbiote pack. However, I was the runt of the litter, so to speak." Nibbler sadly told the group.

Now curious, Max then asked Nibbler, "So you were thrown out from your pack just for being a runt? Even for a species like yours, that just doesn't sound right." Max honestly admitted.

Even Gwen couldn't help but feel sympathetic for the Symbiote before she told Nibbler, "Hey, sorry, I snapped at you earlier. I just didn't know you were thrown out like that."

"I thank you for that compliment, Gwen. Or should we say, dweeb?" Nibbler jokingly thanked her.

Gwen rolled her eyes as usual whilst Ben rose his hand to high five Nibbler before he stated, "Give me five!"

Nibbler stared at Ben curiously before he formed a Symbiote hand from his tentacles and held it upwards.

Splat... Slither...

"Like this?" Nibbler curiously questioned Ben who happily said back, "Yeah, just like that."

Ben and Nibbler then high-fived each other as Max couldn't help but smile slightly thinking, "Guess not all Symbiotes are bad. Maybe Nibbler and Ben could rub off each other well. Hmm, that does sound rather interesting."

"Anyway, Nibbler, I don't mean to be rude, but can you tell us where Stan is right now?" Max then told Nibbler wanting to get everyone back on track.

"Yes, I know where Stan is. We were sent to this planet to hunt him down like prey. I was part of that group, but I decided to change paths preferably after being ejected from the pack again. As for where he is? The Omnitrix wielder is currently being held in an old munitions factory south-west of here." Nibbler informed the group.

"An old weapon factory? Doesn't sound like the type of place where a Symbiote hive would be." Gwen pointed out before Max stated, "I think I know what Nibbler's talking about, The factory nearby is known as the Indiana Army Ammunition Plant. It produced firearms for weaponry during World War Two. But the question is who's pulling the strings on this Symbiote operation?"

"Well you're not going to believe this, but that Jonah creep is back." Ben then bluntly told Gwen and Max.

"The same Jonah who tried to poach the Krakken all those weeks ago at the start of summer?" Gwen then questioned everyone.

"That's right. Buckle in your lot. We've got to find Stan before Jonah does something bad to him." Max ordered the kids.

Ben quickly clambered into the opposite booth across from Gwen with Nibbler being positioned in the middle.

"Why's Grandpa so worried about Jonah? We've faced bigger threats than him." A confused Ben questioned Gwen.

Before Gwen could reply, Nibbler told the kids, "There is a reason why we choose Terrans as the main host for Symbiosis. Your kind, when pushed to your limit, is capable of destruction and chaos."

"I guess in some situations, Humans are the real monsters. Not aliens." Gwen sadly pointed out agreeing with Nibbler.

Meanwhile at the ammunition plant in Jonah's office...

A bright light flickered in Jonah's office.

In the direct centre of the office was Stan who was knocked out on a rusty steel chair.

Slowly waking up, Stan then groaned and mumbled, "Urgh... What happened?"

Wanting to escape, Stan noticed that the Omnitrix was in the red recharging mode whilst his hands had also been tied together via rope.

"Ah, the old James Bond villain tie-up. Question is who has done this to me?" Stan then rambled on before the lights flicked on dramatically.

Flick!

Blinded by the light, Stan then blinked his eyes before he heard Jonah's voice, "Good to see you, after all, this time again you little brat."

Stan couldn't help but glare in anger muttering, "Jonah."

Sarcastically clapping, Jonah stepped into the light and told Stan, "Of course. Do you think that I wouldn't want my revenge on you?"

"Well, you did try to poach an endangered species for your selfish gain." Stan bluntly reminded him.

Leaning down to face Stan, Jonah then told him, "A chance that you ruined. And now I want you dead."

"You don't even know who you're dealing with Jonah. Compared to everyone else I've faced, you're just a common thug and I'm not scared of you." Stan bluntly told him back.

Jonah merely laughed in response before he widened his arms and stated, "You're wrong. Tell me, do you know what fear is? I'll give you something to be scared off."

Jonah then began transforming as Frenzy overtook his body with Stan watching on in fear and horror.

Splat... Slither... Squelch...

Like with Nibbler, orange blobs of mass with tainted blue veins slowly took over Jonah's body.

Jonah's feet were covered in the orange blobs off mass with his hands and midsection quickly following on.

Lastly, Jonah's grinning face was replaced with the blank white eyes with no pupils with his downwards shark-like teeth glaring hungrily at Stan.

"Okay, now that's terrifying!" Stan nervously muttered under his breath noticing Frenzy get closer to him.

Frenzy's pale white eyes which had small glowing red veins in them slowly observed Stan before Frenzy bellowed, "So this is the Omnitrix wielder that defeated the mighty Vilgax... Nothing more than a pathetic child!"

"I'm not a pathetic person! You're the monster here!" Stan bluntly told him back.

Angry, Frenzy then opened his mouth and roared in Stan's face, "GRARGGHH!"

Stan's neat black hair was blown back by the force of the roar as saliva and spit from Frenzy's mouth landed on Stan's face.

"Urgh... MESSY! MESSY!" Stan groaned in disgust before he shook the slime of his face.

Frenzy chuckled slightly before he then told Stan, "Hmmm... The Terran body has so many tasty snacks, but I've heard that Hybrids can be even tastier than most species."

"How about none?! I'd rather keep my body intact thank you!" A panicked Stan pleaded with Frenzy.

Frenzy merely took out his long tongue and moved closer to Stan, before Jonah's voiced suggested to him, "Why do we have to kill the brat now? Let's take our time and make it slow."

"Good idea." Frenzy replied before he shrunk back down to Jonah's size.

Splat... Slither... Squelch...

Speechless, Stan managed to regain his breath as Frenzy's blob-like mass shrunk into Jonah's body before the former poacher smirked darkly at Stan.

"Quite the surprise, huh? Anyway, I'd better take the time to explain my plan to you." Joan mockingly taunted Stan.

"It's quite obvious, Jonah. You've somehow bonded with that Symbiote known as Frenzy and you're working with his pack to kill me right?" Stan bluntly told Jonah.

Remaining calm, Jonah smirked as Frenzy squelched out of Jonah's shoulder again via the brown tendrils.

Splat... Slither...

"Well done, Omnitrix wielder. Thanks to the prior knowledge of Jonah's encounter with you. We were able to benefit each other considerably." Frenzy's shark-like head told Stan.

"Frenzy's right, thanks to the power that he has given me, we will be able to wipe you out once and for all." A grinning Jonah declared.

"So, what are you going to do with that power once you've done your plan?" Stan then bluntly questioned the villainous duo.

Jonah and Frenzy looked at each other before they remained silent having not thought that far ahead.

"Well, once you're dead, I plan to finally relax on that beach in the Bahamas as I've always intended on doing." Jonah shrugged back.

Frenzy growled and blared out loudly, "We plan to expand our pack and spread across the planet like wildfire."

Jonah couldn't help but glare at Frenzy briefly before he told Stan, "Stay there you little brat. I and Frenzy are going to have a long chat."

"Are you rhyming now Melville? Because you're getting on my nerves." Frenzy angrily snarled back to his host.

Jonah merely ignored Frenzy and opened the door before he walked out with Frenzy morphing back into his body.

Splat... Slither...

"Interesting... Seems like they don't get along well... Hmm, that could be useful. Anyway, time to escape. And I know just the alien for the job." Stan thought in his head.

The Omnitrix then finished recharging and morphed from the red colour to the green colour whilst the automatic voice blared out, "Omni-Energy supply is normal. Recharge mode deactivated."

BEEP!

"Excellent! Time to go hero. Grey Matter!" Stan quietly whispered to himself before he transformed.

The Omnitrix core shrank into Stan as his skin began turning bright grey as his hands and feet morphed forming smaller webbed frog-like hands and feet.

The Omnitrix symbol then appeared on his back with Stan's clothing morphing into a jumpsuit that was white whilst a thin vertical brown stripe was going down the jumpsuit along with being brown on the feet and hands area.

Finally, Stan's hair vanished as a black stripe went over in between his green eyes as he shrank down to four inches tall as the green light flashed away.

FLASH!

Once his transformation was complete, Grey Matter successfully leapt off the steel chair and onto the ground.

THWIP! WHOOSH!

Smiling, Grey Matter then smartly rambled on, "Ah, It's good to be back in my most smart form. I have to admit, even though the Galvanic Mechamorph form is still my personal favourite. Grey Matter is in my top five favourite aliens out of the fifteen I have. Now to find a way out."

Looking around Jonah's office, Grey Matter briefly spotted the newspaper clipping or Ripjaws Kevin pinned on the wall next to a ventilation grate.

"Man, that brings back a lot of bad memories." Grey Matter muttered before he sprinted over to the ventilation grate and clambered inside.

At the same time outside Jonah's office...

"I'm just saying, you didn't need to act like an ass!" Jonah raged at Frenzy.

"Foolish Terran! You were the one acting like an ass!" Frenzy snarled back at Jonah.

Rolling his eyes, Jonah scowled, moving back to the office door and opened it.

"I'm just saying..." Jonah went on before he and Frenzy noticed that Stan was long gone.

"This is not good." Frenzy dumbly pointed out.

At the same time outside the Indiana Army Ammunition Plant...

Rustle...

Max slowly peered from a nearby bush with Gwen and Ben following on.

Looking at the plant, the group noticed several watchtowers with some Human mercenaries and a few Symbiotes drones patrolling the perimeter.

"That looks ten times more dangerous than the Forever Knight mansion." Gwen nervously muttered to the others.

"It's an old Military facility made during World War 2. That place is going to be locked up tighter than Fort Knox." Max informed the kids.

"There's always a way in. And we just have to find it." Ben pointed out before he asked Nibbler, "Nibbler, do you have any idea?"

"Hmm... What about a back entrance perhaps? Maybe a tunnel?" Nibbler's voice spoke in Ben's head.

Looking around the group then spotted a sewer grate before Max remarked, "Looks like we've found our way in."

"Via a disgusting and smelly sewer? Gross..." Gwen complained in annoyance.

"Sorry, Gwen. But it's the only way we can get in." Ben truthfully admitted before his green eyes flashed white.

Splat... Slither... Squelch...

Nibbler then overtook Ben's body quickly as the small Symbiote morphed into his true form.

"Let's go. We need to find Stan before Frenzy regains hold of him." Nibbler informed Max and Gwen.

Nodding, Max, Gwen and Nibbler then opened the sewer grate and crawled inside before Nibbler closed it.

Creak... THUNK!

Inside the sewer, Nibbler walked forward with Max at the back with Gwen in the middle.

"So, where exactly do we need to go from here?" Max questioned Nibbler who was leading the group.

"Don't worry, by following my scent. We should be..." Nibbler muttered just before he accidently walked into Rath.

CRASH! SPLAT!

Rath and Nibbler quickly stepped back in shock with the Appoplexian raging in anger, "WHAT!? WHO?! WHERE?! WHY?!"

"Oh great... It's Rath who is Stan's dumbest but funniest alien." Ben's voice spoke in Nibbler's head.

"Calm down Appoplexian! It's me, Nibbler and Ben." The green Symbiote calmed Rath down.

Looking at Nibbler, Rath then loudly stated, "Oh sorry! Rath didn't see you there, Benjamin. Oh, Rath meant Nibbler."

"Just glad to see you're okay," Gwen told Rath who smiled back at him and Max.

"Same here. But Rath has found out something interesting. Melville and Frenzy, they don't like each other like a pair of boxers." Rath dumbly explained.

"That's an interesting comparison you just made, but with this vital piece of information, we can come up with a plan to stop those two." A grinning Max then told everyone.

Max then gathered the group together and whispered the plan to everyone.

"So, if my logic on Symbiotes is correct, then if Nibbler were to beat Frenzy in a one to one duel, Nibbler would become the pack Alpha. Am I right?" Max questioned Nibbler.

"Yes, you are. I do want revenge on Frenzy after all." Nibbler violently remarked.

"So, whilst you face that Frenzy freak, Rath will distract the other Symbiotes," Rath spoke wanting a good fight.

"Whilst we'll take care of the regular grunts like last time." Gwen pointed out to Max.

"That's exactly the plan. Now, remember, be alert at all times and watch your back." Max informed the group before he faced Nibbler and told him, "I know we only just met today, but I want to ensure that my grandson is safe and that you will be careful."

Kneeling near Max, Nibbler promised Max, "I will, I promise you, Max."

Splat... Slither...

Nibbler's face then peeled back revealing Ben's face inside Nibbler's body.

"Don't worry, Grandpa. I and Nibbler are going to kick Jonah and Frenzy's butt. And we'll come back safe, I promise." Ben heartwarmingly told Max.

Smiling, Max then hugged Ben and Nibbler before he stepped back and told them both, "You know Ben. You now have what you've always wanted. Oh and make sure Jonah doesn't see the light of day for his scheming ways again."

Max and Gwen then sprinted off into the sewers before Rath faced Nibbler and told him, "Be sure to give Jonah and Frenzy an ass-kicking they'll never forget."

Ben smirked as Nibbler's face covered Ben again with Nibbler telling Rath, "With pleasure..."

At the same time in the upper levels of the Indian Army Ammunition Plant...

Jonah's mercenary forces and Frenzy's Symbiote pack were gathered in the main area of the facility where Jonah and Frenzy were blaring out orders.

"The time has come for us to rethink our strategy. We should focus on gathering more mercenaries for our case with money." Jonah loudly declared.

"Jonah is correct, we also need to gather another Symbiote pack to join us so we can create a new era for Symbiotes and Terrans." Frenzy rumbled from Jonah's arm.

"Indeed and soon we shall..." Jonah began just before Ben loudly called out, "Not if I have anything to say about that!"

Confused, Human and Symbiote alike then glared at the front door where Ben Tennyson stood proudly in the entranceway with his hands crossed over.

Frenzy then went back into Jonah's body as he didn't recognize who Ben was.

Splat... Slither...

"And who exactly are you supposed be brat?" Jonah questioned Ben moving closer to him.

Glaring slightly, Ben walked forward and told Jonah, "I was at the campsite where you tried to poach the Krakken. I was the kid trying to convince everyone that the Krakken was real."

"Really? I wasn't expecting to see you again." Jonah truthfully admitted before he muttered, "Then that means that the kid with the watch can't be too far away. So where is he?"

"Stan's none of your concern. You're going to face me." Ben bluntly told Jonah as the two met in the middle.

Jonah's eyes widened in shock before he couldn't help but grin darkly and mumbled, "Really? You a little kid who has nothing is going to fight me?"

Jonah then laughed loudly with the other Humans and Symbiote's laughing loudly as well.

Finishing his laugh, Jonah faced Ben and bluntly told him, "Since I'm feeling generous, I'll let you leave. But if you don't, then I'm sure you'll make a good lure for innocent people."

"I'm not going anywhere, you creep! I've got a little something of my own." Ben shouted at Jonah before he held out his left hand and began transforming as Nibbler overtook his childlike body.

Stunned, Jonah then allowed Frenzy to overtake his body as both Symbiotes transformed into their full forms and glared at each other.

Splat... Slither... Squelch...

"Nibbler! I should have known you'd come back, runt!" Frenzy angrily grumbled pointing his clawed finger at Nibbler.

"Lies! You're the runt, Frenzy. I've put up with you for far too long and now... You're dead." Nibbler angrily scowled back.

"Then perish!" Frenzy hatefully retorted back having no use for Nibbler anymore.

Frenzy then held out his right arm and morphed it into a large sword which slammed onto the floor.

WHOOSH! SPLAT! THUNK!

Knowing that an intense duel was about to occur, Jonah's mercenaries and Frenzy's Symbiotes quickly moved out of the chamber.

"Why didn't you tell me Frenzy could morph his hands into weapons?!" Ben's voice nervously questioned Nibbler.

"I didn't know he could! Must have had Riot influence him." Nibbler told Ben before he stormed towards Frenzy.

Holding out his sword, Frenzy attempted to impale Nibbler, but Nibbler raised his arms and blocked the attack.

KA-SPLAT! THUD!

Scowling, Frenzy then morphed his right arm into a mace and attempted to smack Nibbler's head, but Nibbler quickly used his leg to topple Frenzy over onto the ground.

WHOOSH! SPLAT! THWACK!

With Frenzy now on the ground, Nibbler jumped backwards and fired a tendril blast towards Frenzy.

SPLAT! SLITHER!

Frenzy quickly smacked the tendril blast away from his face before he snarled and told Nibbler, "You're just a child, and I'm going to put you down."

"Shut up! We are taking you down!" Nibbler roared back before the two collided again.

WHOOSH! SMACK! KA-CRASH!

At the same time in another part of the factory...

Several of Jonah's mercenaries had decided to flee from the area have had enough of Jonah.

"Come on Frank! My grandma runs faster then you!" The leader of the mercenaries called out.

"Who cares?! We've just got to get the hell away from all this alien crap!" Frank replied in annoyance.

Right near the exit, the front doors then exploded before a certain Pyronite appeared blocking the door.

WHOOSH! BLAM! THUNK!

"And where do you think you're all going?" Heatblast cockily taunted the mercenaries.

"OPEN FIRE!" The mercenary leader called out with the mercenaries opening fire on Heatblast.

BLAST! PEW! BLAM! PEW!

Having gotten used to gunfire, Heatblast raised his arms and fired out a fireball that impacted the ground near the mercenaries.

WHOOSH! BLAST!

The fireball exploded sending the mercenaries scattering as Gwen and Max then charged in after Heatblast.

Max was wearing his Plumber Suit and carried the Null Void projector in his right hand whilst Gwen walked in carrying an Aluminum baseball bat and the sonic whistle.

Sprinting towards one of the mercenaries, Max then knocked him out with a punch on the head before he tossed some small steel marbles at another mercenary before they exploded.

WHOOSH! BOOM!

The steel marbles sent the mercenary onto the ground knocked as Gwen then smacked one of the last mercenaries on his head with the baseball bat.

BONK! THUMP!

"I've got to admit, that felt very good," Gwen admitted twirling the baseball bat around just as Heatblast knocked another mercenary onto the floor.

"Hm... I'm not scared of these chumps anymore. They're like common fodder." Heatblast remarked to Max who was observing the weapons Jonah's forces were carrying.

"Don't get so cocky, Stan. Humans can be just as dangerous as Aliens." Max remarked before the group heard the familiar sound of Symbiotes roaring.

"Oh boy, things are just heating up even more." Heatblast pointed out ready to fight.

"RARGHH!" A pair of Symbiotes roared together charging towards the group.

In response, Heatblast sprinted back and yelled out, "Rath!"

FLASH!

Changing in a flash of green light, the Omnitrix symbol beeped out, "Appoplexian DNA sample activated." Whilst Rath also loudly yelled out, "RATH! TIME TO KICK SYMBIOTE ASS!"

Rath then collided with the Symbiotes and began beating them up.

SMACK! CLANG! WHACK! CRACK! WHAM!

"Nuclear Headslam!" Rath yelled having slammed his head onto one of the Symbiotes knocking it onto the ground.

Another Symbiote hissed and then hurled some tentacle tendrils towards Rath.

SPLAT! SLITHER!

Rath then grabbed hold of the tendril and dragged the Symbiote over ranting loudly, "That won't work on Rath anymore! Tendril Twister!"

Dragging the tendril towards him, Rath spun around quickly before he hurled the Symbiote at a nearby wall.

WHOOSH! GRAB! SMACK! WHAM!

"Now, Maxwell! Use that Null Void thingiy!" Rath dumbly shouted to Max.

Nodding back, Max then activated the Null Void projector and blasted the Symbiotes with it.

WHOOSH! BZZTT! ZAP!

The Symbiotes were then dragged into the Null Void with Max declaring, "The only good place for a pack of Symbiotes is the Null Void. Let's get moving!"

Max ran ahead with Rath and Gwen sprinting near each other.

"How do you think Ben and Nibbler are doing?" Gwen questioned Rath who blared back, "Rath doesn't know everything, Gwendolyn! Rath only hopes that they do well!"

Speaking of which back with Ben and Nibbler...

WHOOSH! SMACK! SPLAT!

Frenzy slashed Nibbler's chest with his thick claws whilst Frenzy snarled loudly and told Nibbler, "Your host is not strong enough! We will take great pleasure in ripping you apart!"

Nibbler growled back in response and yelled at Frenzy, "Lies! At least we get along compared to you douchebags!"

Nibbler then placed his hands onto the ground and hurled a large chunk of the floor towards Frenzy who morphed his arms into a large battle axe and sliced the chunk of the floor in half like confetti.

WHOOSH! SPLAT! GRAB! SLICE! CRASH!

Dust and rubble covered the room briefly before Ben's voice suggested to Nibbler, "We need to think of a plan to beat Frenzy, any ideas?"

"Well, Symbiotes hate soundwaves and intense heat. The only problem is we have nothing like that to use right now." Nibbler replied to Ben looking around for Frenzy.

Frenzy then sprinted out from the dust and tackled Nibbler through a wall right into the outside of the building.

WHOOSH! SMACK! CRASH! WHAM!

Both Symbiotes landed outside in a small construction area were some metal poles and some construction equipment had been set up as dust and debris littered the area nearby.

WHOOSH! SPLAT! SLITHER! THUD!

Slamming Nibbler on the floor, Frenzy then used his claws and grabbed hold of Nibbler's neck before he peeled Nibbler's slimly body back revealing a terrified Ben screaming from within, "ARGHHH!"

"Any last words runt?!" Frenzy and Jonah loudly boomed out in sync just as Max, Gwen and Four Arms arrived on the scene.

"Stay away from my grandson, the pair of you!" Max's familiar voice responded just before Gwen activated the sonic whistle.

Flick! RING!

Nibbler quickly covered his ears as Frenzy howled in pain just before Four Arms tackled Frenzy onto the ground yelling out, "You're going down blob!"

"RARRGHH!" Frenzy roared back in response as the Tetramand and Symbiote began exchanging punches and claws strikes together.

WHOOSH! SMASH! WHAM! SLASH!

Turning off the sonic whistle, Gwen and Max quickly ran over to Nibbler who quickly morphed back over Ben's face.

Splat... Slither...

Groaning slightly, Nibbler questioned the others, "Where's Frenzy?"

"Stan's distracting him, but we need a plan to separate him and Jonah for good so he can face justice for his crimes," Max told Nibbler.

Looking around the area, Gwen then spotted the metal poles and grinned before she told the other two, "I've got a good idea."

KA-SLAM! SPLAT! CRACK! WHAM! SLITHER!

Four Arms was sent flying on the dirt ground with Frenzy having morphed both of his hands into a massive Warhammer.

Quickly recovering, Four Arms coughed out some blood and confronted Frenzy who stomped over.

"Ready to die Omnitrix wielder?" Frenzy hungrily questioned Four Arms.

Glaring at Frenzy, Four Arms then noticed Nibbler sneaking up behind Frenzy with Max and Gwen holding onto the metal pipes.

"Eureka! That's it! We can use the frequency from the metal pipes to stun Frenzy until we can separate them apart!" Four Arms smartly realized.

Grinning, Four Arms then yelled to Frenzy, "I'm not. But you are."

Nibbler then grabbed hold of Frenzy and pinned him down onto the floor.

WHOOSH! GRAB! SLAM!

"RUNT!" Frenzy madly roared whilst Nibbler shouted out, "DO IT NOW!"

Getting the signal, Four Arms sprinted over to Max and Gwen and grabbed hold of the metal pipes before the Tetramand slammed them into the ground near Nibbler and Frenzy.

WHOOSH! CLANG! BONG!

"RARRGGGH!" Frenzy and Nibbler equally screeched in pain as Four Arms continued placing more of the metal pipes into the ground quickly and effectively.

WHOOSH! CLANG! BONG! WHOOSH! CLANG! BONG!

With the circle of metal pipes now complete, Nibbler quickly demorphed back to Ben and leapt out of the circle just as Max caught him.

Splat... Slither... Squelch...

"Now, bash the circle, Gwen and Stan!" Max shouted to Gwen and Four Arms whilst Frenzy slowly recovered and tried to get up from the floor.

Nodding, Four Arms grabbed hold of a spare metal pipe and began banging the metal pipes along with Gwen who used the aluminium bat as well.

WHOOSH! SPLAT! CLANG! SLITHER! BONG! SQUELCH!

Due to the pressure of the soundwaves being emitted, Frenzy's body slowly peeled off Jonah who was losing his Symbiote power.

Knowing what had to be done, Ben then held out his left arm as Nibbler fired out a greenish tendril which latched onto Jonah's back.

SPLAT! SLITHER! GRAB!

"And now for the finishing act!" Ben called out before he pulled back Jonah from Frenzy.

"NOOOOOO!" Jonah screamed in shock as he landed on the floor near Ben.

Max then aimed the Null Void Projector at Frenzy and blasted the Symbiote with it.

Flick! BLAST! WHOOSH! BZZTT! ZAP!

A bright yellow light covered Frenzy before the Symbiote was blasted into the Null Void forever.

Enraged, Jonah tried to attack Ben, but Four Arms then placed his massive feet on Jonah's chest.

"Where do you think you're going bub?!" Four Arms questioned Jonah who frantically tried to break free.

"DAMN YOU ALL! I HAD POWER BEYOND ANYTHING I'VE EVER SEEN BEFORE! I WILL GET FRENZY BACK AND KILL YOU ALL IF IT'S THE LAST THING I DO!" Jonah madly yelled breaking down.

"Why don't you join him then?" Max questioned Jonah before he aimed the Null Void Projector at him.

Stunned, Jonah looked at the glares, Ben, Gwen, Max and Four Arms were giving him before Nibbler appeared from Ben's left arm via the tendril head.

Splat... Slither...

"Have a nice life Melville." Nibbler taunted Jonah before Max then willingly fired the Null Void Projector on him.

Flick! BLAST! WHOOSH! BZZTT! ZAP!

Jonah was then sucked into the Null Void as he madly yelled out, "NOOOOOOOOOOO!"

The Null Void beam was then turned off as the group of five sighed in relief.

"Guess Jonah's trapped in there with Frenzy, Vilgax, Kevin and Phil now." Gwen snarkily pointed out.

"Heh, who needs jail when we can just dump them all in the Null Void?" Ben questioned Max as he holstered the Null Void Projector back on his utility belt.

"Well, Ben. The only reason I used it was because Jonah could die or have gone mad without his connection to Frenzy. Plus jail wouldn't hold someone like him. I saw no other alternative." Max admitted to everyone defending his actions.

Four Arms placed a hand on Max's shoulder and told him, "You did the right thing at the end of the day, Uncle Max. Those two will never threaten Earth again."

The Omnitrix symbol on Four Arm's shoulder then began beeping red before the Tetramand was engulfed in a flash of bright red light.

BEEP! BEEP! BEEP! FLASH!

Now back to normal, Stan slowly walked around before he calmly regained his posture whilst his Omnitrix beeped out, "Warning, Omni-Energy supply is low. Recharge Mode activated."

"Huh, that wasn't so bad... I feel alright." Stan admitted brushing himself down after he changed back.

"Well, I guess that's the end of the Symbiote pack," Max suggested just before something big landed nearby.

WHOOSH! SPLAT!

A familiar pink blur landed near the group along with six other Symbiotes in a circle surrounding them.

"You and your big mouth, Grandpa." Ben nervously muttered to Max who watched Ink stomp over to him.

"Do you have any idea what you've done the pair of you?" Ink questioned Ben and Nibbler.

"Uh... Helped save the day again?" Ben sheepishly shrugged before Nibbler said, "And beat Frenzy who was an imbecile."

"And it is my proud duty to name the two of you, Alpha of the pack." Ink told the heroic duo before she kneeled.

The rest of the Symbiotes then kneeled as well with Gwen, Stan and Max watching on.

"You've got to be kidding me..." Gwen muttered in disbelief as Stan shrugged and told Gwen, "Eh, could be worse."

Smiling brightly, Ben then transformed into Nibbler as the Symbiote overtook him.

Splat... Slither... Squelch...

"Well, I merely have one request as pack alpha. I want you to leave Earth and find another place to live." Nibbler requested to the group.

Ink looked at Nibbler in confusion before she asked him, "But why?"

Holding out his arms, Nibbler told Ink, "I don't believe that I can be a leader. Plus I have a new family now."

Nibbler looked at the group before Max sighed and told Nibbler, "Well, I guess you're welcome to tag along. But no funny business okay?"

Nibbler nodded back before he told Ink, "I place you in charge of the pack now."

Speechless, Ink stepped forward before she said, "But I'm not sure of how to be a pack leader, let alone leave this planet."

"Who says you have to leave? You could always live on this planet, just do so in secrecy and don't harm any innocent people." Stan then suggested to the female Symbiote.

Thinking about what had been suggested, Ink then told the group, "You know what Omnitrix wielder? You're right. The only reason we even came here was because of Frenzy wanting to hunt you down like prey. But since Frenzy is no longer around, I will lead the pack to a quiet but peaceful existence so long as no one bothers us."

"Well, hopefully, you can keep that promise." Max told Ink who said back to Max, "Of course Max Tennyson. We will."

Ink then grinned and stomped off with the rest of the Symbiote pack following on.

It wasn't long until all the Symbiotes had left the area with Nibbler slowly morphing back into Ben.

Splat... Slither... Squelch...

"Glad that ended okay. What about the rest of Jonah's thugs?" Gwen questioned Max.

"I wouldn't worry about that. Because of all the ruckus out here, the thugs will have probably left the area not wanting any more trouble. I think our work here is done." Max informed the group.

The group then walked off together to the exit of the complex with Ben declaring, "And the best part of all this? I finally have superpowers at last."

"And the way I see it, we can make a big difference by help people rather than being an evil monster." Nibbler is telling everyone.

Facing Ben and Nibbler, Stan joyfully smiled and told them, "I think this summer just got even more exciting. Give me five Ben!"

As Ben, Stan and Nibbler high-fived each other, Max said to everyone, "Sounds like a plan then. Well, let's get back on the road then."

And so with the Symbiote threat now over and Ben having new superpowers, Stan knew that everything had once again changed for the better.

Author's note: Well the first chapter of Part 3 is done. Rather than do the future episode adaptation, I wanted to do something different which allowed me to not only introduce more Marvel Comics elements, but I was able to use the context of the chapter to give Ben superpowers as well.

Giving Ben powers was something that I and some reviewers had wanted to happen for a while, but I wanted to implement a custom chapter whilst also giving Ben some more awesome stuff.

As for the Symbiotes, Frenzy, Ink and Nibbler are custom characters made by me, and the design is based on the 2018 Venom movie for what I picked.

You can imagine the classic comic design, If you'd want to, however.

Also, I decided to bring back Jonah and have him and Frenzy be dark reflections of Ben and Nibbler which I think worked out nicely.

One last thing is that the next chapter will be 'Midnight Madness'. And thanks to the lack of having to come up with custom chapter ideas, the next few chapters should be quick to make and not dragged in development hell.

Oh and as for 'Stan 10000'? It's gonna happen at some point maybe near the end of Part 3 or in the middle, I haven't decided yet. But it will be a great chapter to write.

But for now, I'm going to write 'Midnight Madness and the original episodes beyond that.

Thanks for reading this update and see you all when the next chapter comes out soon. Hopefully.

Edit: Thanks to everyone who left reviews and feedback. It's appreciated.

However, I am slightly confused as to why I lost a couple of follows and one favourite.

Maybe it was the tone and style of the chapter? Maybe, could be something else.

Anyway, this whole chapter was something that I wanted to do for a while and I didn't mean to alienate you readers in the first place.

But I can understand why you may have been turned off by the chapter. So yeah that's it.