Night at a warehouse Ben, Star, Kevin and Gwen were in. Kevin placed a banana down.

"This is a very bad idea. I mean, we don't even know how to work a teleporter pad." said Gwen

"Got to start somewhere." said Kevin

"I don't see why we need a teleporter pad. After all I have dimensional scissors." said Star

"Because I want one."

"Star is right. Ben, tell Kevin this seems like a very bad idea." said Gwen

"Ben?" asked Star as she looked around for Ben. Star then noticed him behind some boxes. "Are you hiding?"

Ben moved away from the boxes. "No. It's just if a fly lands on that banana when it teleports and it rematerializes as a deadly banana fly monster, I don't want to be standing right next to it, is all." said Ben

"Don't see the big deal, Tennyson. Didn't you used to turn into an insect all the time?" said Kevin as he pushed buttons and flipped some switches.

"That was different." Ben said as he walked up to Star.

"Here, we go." Then Kevin pushed a button. The teleporter bad stared to activate. The banana floated and was zapped. The banana disappeared then soon reappeared. The banana was black and it started swell and it explode. The teleporter pad started to spark. "That's not good."

"Turn it off before it blows!"

The control pad started to zap. "It's too hot!"

"I known who can take the heat." Ben then activated the omnitrix and hit it. "Swampfire!" Ben walked over to control pad, but it exploded a little. They looked at the teleporter pad and it started to spark more and more. "Open the door." Gwen fired an orb at the door button and the door opened. Ben lifted the teleporter pad and through out the door. "Everybody down!" Then the teleporter pad exploded. The smoked cleared after a few seconds. Ben then turned back to normal. "Everyone all right?"

"Forget that! What about the teleporter pad?" Kevin then started to run to it.

"Deep down, he's really glad we're okay."

Ben, Star and Gwen walked over to were Kevin is. "It's totally trashed."

"Kevin I still don't see why we would need it? I have dimensional scissors." said Star

"I know a kid might be able to fix it."

"Fix alien tech?" asked Gwen

"He's a total super genius with any kind of machinery. Doesn't matter if it's human or alien. I'll bring Cooper over from his lab."

"Cooper? Pasty kid?" said Ben

"Blond? Bad haircut?" said Gwen

"Had a big crush on Gwen?" Then Gwen elbowed Ben. "Ow!"

"Sounds like the same guy. But, uh, who wouldn't have a crush on you?" asked Kevin

"Who's Cooper?" asked Star

"He helped us out once back when we were kids. You should have told us you knew him." said Ben

"Didn't exactly come up." said Kevin

"you didn't think a kid with the ability to manipulate alien tech would have been helpful against the DNAliens?"

"It's possible I know two or three people I haven't told you about, Ben. Anyway, if you're so smart, why didn't you think of him before?"

"Okay, that's a fair point. Let's go."

Ben, and Star got into the back of the car like they always do. As Kevin took the driver seat and Gwen was in the passenger's seat. The drove of to Cooper's lab. Kevin stopped the once he got there and the four got out of the car.

"I thought you said we were going to Cooper's lab." said Gwen

"We are." said Kevin as he walked up to the door with Ben Star and Gwen following right behind him. "So, Gwen, excited to see your ex?"

"Zip it." Gwen lend to Ben. "You had to mention the crush?" Gwen whispered to Ben.

"Probably not." said Ben

Kevin knocked on the door but no one answered. Kevin then used his power to unlock the door and open it. They walked in side and headed to the basement door and opened it.

"Why break in? Couldn't we have just left a message with Cooper's folks?" asked Gwen

"Because Coop never leaves his lab - never. Something's seriously wrong." said Kevin

The four walked down the stairs.

"He probably just went out for a..." said Ben and Kevin turn on the lights. "Smoothy."

They split up and started to search. "Wow. He really never leaves the lab." said Gwen as she saw one of Cooper's dirty shirts.

"Look for signs of a struggle." said Kevin

Star was looking for any clues. "This whole place looks like a struggle." said Ben then he stepped on a pizza. Ben then picked a gun like device. Ben pressed a button on it. The gun started to activated and shot a light at the computer. The computers around the place started to turn on. Then Cooper appeared on it.

"If anyone finds this recording..." said Cooper. Then there was a scream and a DNAliens started to chase Cooper. Cooper thru stuff at the DNAliens. Then the DNAliens shot goo on his foot and grabbed him. "No! No!" They then teleported away. Then the computer started to show static.

"There you go - signs of a struggle."

"Smart kid. Left behind a message in a bottle so someone would see what happened to him." said Kevin

"Gwen, can you track Cooper, figure out where they took him?"

"Probably. His energy resonance is really strong here." said Gwen as her hands and eyes started to glow purple. "Got him. I can take us right to Cooper."

"In other words, you're attracted to him." said Kevin

"Can we just go?"

They soon find themselves at the edge of Los Soledad.

"Los Soledad?" question Star

"Cooper's trail led us here?" asked Ben

"Deserted. At lest last time we were here there was a monster to fight." said Kevin

"I don't get it. I did everything right." said Gwen

"Well, love is blind. And apparently, it screws up your powers, too."

"My powers are not screwed up. My instincts are telling me Cooper's definitely nearby."

Ben walked up to the hole. "Sorry, Gwen, but there's nothing here except..." said Ben. Then he disappeared as he walked into Los Soledad.

"Ben!" said Star in a worried tone. Star, Kevin and Gwen ran up to the hole.

"Tennyson, where -" said Kevin the Ben's head appeared.

"You have got to see this." said Ben as he disappeared again. Star, Kevin and Gwen walked into Los Soledad. They soon found that it was cold and snowing. They also saw tons of DNAliens. "It's DNAlien day camp." The DNAliens were working. There was a big arch and three towers. They hide behind a large piece of metal.

"Three of those weather-control towers - this cannot be good." said Kevin

"And whatever it is, Cooper's right in the middle off it." said Gwen

"The cloaking field is hiding the whole city. Where did they get a rig powerful enough to do that?" Ben, Star and Gwen just looked at Kevin. "Right. Cooper built it for them."

"Everybody down!" said Star as she noticed a DNAlien heading towards them. Then ducked behind the metal. As the DNAlien went passed.

"With that shield up, these guys don't have to worry about anyone seeing them building... Whatever that thing is. You still have a fix on Cooper?" asked Ben

Gwen's eyes started to purple. "He's not far." said Gwen

"Do ether of you got any spells that will give use cover so we can get to him?" asked Kevin

"They're not spells."

"And I don't know any spells like that yet." said Star

"So, that's a no, then." said Kevin

"Come on." said Ben

They started to move around the place trying to stay hidden from the DNAliens. They went between two buildings and Star stopped every one as a DNAlien was walking backwards to direct a another DNAlien. They couldn't go back so Gwen made a energy step and lifted them in to the air till the DNAliens left. Then they headed to a building. Kevin picked the lock and opened the door. They entered the building. Gwen walked around with her eyes glowing.

"Why don't we just yell out, "hey Cooper"?" said Kevin

"And have 4,000 DNAlins crawling up our butts? Good plan." said Ben

"Yeah, even know that was a bad idea." said Star

Gwen got to the door at the end of the hall. "In here." said Gwen

Ben was going to open the door. "And if there's 4,000 DNAliens behind that door? Good Plan." said Kevin. Ben then activated the omnitrix and hit it.

"Goop!" Ben then turned into a puddle and went under the door.

"Cool, but gross." said Gwen

Ben morphed a eye on the other side to see what was going on in the room. Cooper was with two DNAliens. Cooper was using his power to moving a strange metal around making something out of it.

"Careful with those Varsidium pieces, human. They're priceless." said one of the DNAliens. Coopeer then made two of the pieces hit each other and it sound out a high-pitched squeal. Then DNAliens held there ears and screamed as the fell to the ground being effected by the sound. Then the pieces disconnect and fell to the ground.

"It was an accident." said Cooper.

"Clumsy child! You'll pay for that!" The DNAliens walked up to him. Then Ben showed up in front of Cooper.

"No hitting." said Ben

"Intruder!" Ben morphed around the DNAliens and hit them with each others and knocked them out. Kevin then knocked down the door.

"Cavalry's here." said Kevin then she noticed the DNAliens knocked out. "Not that you, uh, need it or anything."

Cooper noticed Gwen. "Gwen! You totally came to my rescue."

Ben then taped the omnitrix the symbol and turned back to normal. "Yeah, excellent work there, Gwen."

"She's wonderful."

"Let's go, lover boy." said Kevin as he grabbed Cooper by the arm. They soon left the building. Cooper was panting.

"I... got to... rest."

"Ever think about getting a treadmill?"

"We can't stay long. We've got to get outside the shield before they realize Cooper's missing." said Ben

Cooper kept looking at Gwen. "The way you came storming in there - like how princess Elena rescued me last week from the caverns of unforgiving dismay."

"Excuse me?" asked Gwen

"Yeah, what is he talking about?" asked Star confused

"In Nations of Conquest - the M.M.O.R.P.G I play."

"Excuse me?" asked Gwen. With Star still confused.

"Massive multiplayer online role-playing game."

"Yeah, Gwen, and your power is being plus-3 nerd bait." said Kevin

"Guys, this is serious. It's the biggest DNAlien plan we've ever seen, and as long as their cloaking shield's up, they can work 24/7." said Ben

"I'm the one they forced to build the cloaking projector. Shutting it down shouldn't be too hard." said Cooper

"Then that's what we're going to do."

"We've been lucky so far. But sooner or later, they're bound to spot us." said Star

"That's not a problem either." said Cooper

"Because?" asked Ben

"Well, before I built the big cloaking projector, I built a smaller one first - a prototype." said Cooper as he took out a small devices. "The Field generates is enough to cover all of us if we squeeze together real tight."

"Oh, for the love of..." said Gwen

"Let me help you out there, Gwen." said Kevin as he pushed Gwen and Cooper closer.

"Here we go." said Cooper as he pushed a button and the five of them turned invisible.

"I don't feel invisible." said Ben

"Follow me."

At Ludo's castle.

"What! What do you mean you lost her?" asked Ludo

"It's like I said. My tracker says Star and the wand are several miles from town. But when I send a eye to see what she was doing. It showed this." said Toffee as he turned on the tv. On the tv was Los Soledad.

"So, she is at an a banded town."

"That what I thought too. But this is where she should be, but she is not."

"What is she invisible?"

"Possibly."

"Well I know one why to find out. Everyone we are going to earth!"

With Ben, Star, Kevin, Gwen and Cooper. The gang was following Cooper. They moved out of the way of a DNAlien that was heading towards them.

"Score! Nice work, Cooper. Now let's get to the big cloak." whispered Ben. They continued to the cloak device.

"Hey, Coop, think about it- the damsel rescued you. Now you get to be the knight that saved the day." said Kevin

"Jealous much, Kevin?" said Gwen

"I'm not -"

"Shhh!" said Ben and Star

"The cloak keeps us from being seen, not heard." said Ben

"Uh-oh." said Cooper as the cloak device started to spark. "There's always a few bugs in the prototype." Cooper dropped the device and it exploded.

"Who are they?" asked a DNAlien

"What are they doing here?" asked a different DNAlien

The DNAlien started to head towards the group.

Then a portal opened up then Ludo, Toffee and the monster came through.

"Brrrr! It's cold." said Ludo. Then he looked and saw Star. "There you are Star Butterfly." Then he noticed the DNAliens. "What are those?"

Soon the DNAliens started to head towards Ludo and the monsters as well. The DNAliens started to attack them. The monsters to attack the DNAliens. The DNAliens started to overwhelm the monsters. Toffee noticed this and took Ludo's dimensional scissors and opened a portal.

"Retreat!" said Toffee

"What!"

Then the monsters started to head through the portal followed by Ludo and toffee.

With Ben, Star, Kevin, Gwen and Cooper.

"There's nothing around here for me to touch." said Kevin

The DNAliens then grabbed Kevin and Cooper.

"Don't worry. I'll just - ah!" said Ben as he tried to go for the omnitrix. But he was grabbed the DNAliens. "No!" The DNAliens tried to after Star and Gwen. Star fired magical blasts at the DNAliens and Gwen fired some energy orbs at them as well.

"There's too many of them!" said Star

"Star, Gwen, keep firing. You two are our only chance."

Star and Gwen kept on firing. Then both Star and Gwen where jumped from above as two DNAliens jump off a roof and tackled Star and Gwen.

"Star!" Benn said in a worried tone.

"Gwen!" said Kevin

"No, don't hurt her." said Cooper

"I'm okay." said Gwen as a DNAlien lift her up.

"Me too." said Star as a DNAlien lift her up as well.

"Only because you're worth slightly more to me alive than if I allowed them to tear you up limb from limb." said a Highbreed as he walked up. "Now then, you're going back to work for us."

"I won't do anything for you." said Cooper

"You'll do just what I say, or your friends will pay the price."

Then DNAliens gathered Ben, Star, Kevin and Gwen into one place.

"Actually, we're not all that close." said Kevin

"Is that what you want, human? For your friends to pay?" said the Highbreed as he touched Gwen's face.

"Get your hands off her. I'll do it. I'll do anything."

The Highbreed let go of Gwen. "Then get back to work!"

Ben, Star, Kevin and Gwen were pushed in to a closet. Then shot the door and locked it.

"So, now you can go all Humongousaur and get us out of here." said Kevin

"Even Humongousaur wouldn't last against all those DNAliens." said Ben

"Plus they'd just use Cooper against us they used us against him." said Gwen

"We could use my dimensional scissors and get out of here. But we can't leave without Cooper." said Star

Kevin looked out the whole on the door. "That is a lot of guards."

"Kevin, touch this piece of - what do they call it? Varsidium." said Ben

"Why?"

"I'll show you." Kevin absorbed the Versidium and Ben activated the omnitrix and hit it. "Echo Echo."

"Excuse us." said Gwen through then hole. The DNAlien guarding the door turned around. "Hi. There's no bathroom in here, and I really have to go." The DNAlien unlocked the door. Kevin kicked the door carrying Ben. Star got out her wand and Gwen's hand started to glow purple.

"Now!" said Ben. Both Star and Gwen hit Kevin with an energy blasts. Kevin then started to vibrate. Then Ben let out a high-pitched squeal. All the DNAliens started to scream and the DNAliens collapse. They ran out of the building.

"Did you two have to hit me so hard?" asked Kevin

"I did. I really did." said Gwen

"Gwen asked me to." said Star

As they ran across the place DNAliens started to chase them. They turned around and saw the DNAliens. Star and Gwen got behind Kevin and blasted him. Making him vibrate again. Ben send out a high-pitched squeal. The DNAliens started to screaming and collapse.

"Come on! Cooper's this way." said Gwen as Ben being carried by Kevin and Star following Gwen to a building.

Inside the building Cooper was building components with his power with two DNAliens watching him.

"Faster!" said a DNAlien pushing him. "You have to make up for the time you lost trying to escape." Then a high-pitched squeal was sent. The two DNAliens screamed and collapse. Cooper looked back and saw Ben, Star, Kevin and Gwen.

"Ready to go?" asked Ben

"Please say yes." said Kevin

The five of them started to run as DNAliens started to shot at them.

"Stay behind me ,Cooper." said Gwen then fired some blasts at the DNAliens.

Cooper sighed. "Just like princess Elena rescuing me from the caverns of unforgiving Dismay." said Cooper

"Stay behind me and don't talk."

Kevin charged at some of the DNAliens and started to punch them. There blast just pounced of him. More DNAliens started to surround them. Gwen made a shield to protect them. Kevin punched some DNAliens the went around Gwen's shield.

"How close are we to the big cloaking thing?" asked Kevin

"Just keep heading for where they're building that arch." said Cooper

"What is that arch for anyway?" asked Ben

"They wouldn't tell me, and -" Then Cooper was grabbed by a DNAlien.

"Everybody stay where you are." said the DNAlien. Cooper kicked the DNAliens in the leg. The DNAlien screamed and let go of Coopers. The DNAlien was about to attack cooper but Kevin punched the DNAlien before it got near Cooper.

"Star, one more blast. A big one." said Ben

"Terrific." said Kevin picking up Ben. Star's wand glowed extremely bright as she fired a blast at Kevin. Kevin started to vibrate and Ben let out high-pitched squeal. All the DNAliens started to scream and then collapse. The five started to head to the arch. Kevin and Ben turned back to normal.

"This is it." said Cooper

"Then do your thing."

Cooper walked over to the device. He gasps.

"What is it?" asked Ben

Cooper saw imagines of events.

"What's the matter?" asked Gwen

"I - I saw equations, machines, another planet." said Cooper

"Figure it out later. Crash the cloak!" said Ben. Cooper used his powers to lift the cloak device into the air and dismantled it. The pieces dropped to the ground. "Good. Star, Gwen?"

"On it." said Gwen

"Got it." said Star

Star and Gwen worked together to destroy the parts.

"Cool. Now all that's left is to -" said Kevin as DNAliens started to blast at them. Gwen put up a shield to stop the blasts.

"I got this." said Star taking out her dimensional scissors and opening a portal. "Get in!" Star said as she went through followed by Ben.

"Festinating! A portal open by just a pair of scissors." said Cooper

"Come on." said Kevin as he pushed Cooper thru. Then Kevin went through. "Okay, maybe those scissors are useful."

Gwen put down the shield and went through the portal they all got into the car and Kevin started to drive off fast.

The DNaliens tried to get there as fast as they could. "Should we organize transport for pursuit?" asked on of the DNAliens

"No. We don't want to arouse suspicion from the local authorities. The project at hand is too important." said the Highbreed

With Ben, Star, Kevin, Gwen and Cooper.

"They're not chasing us." said Cooper

"They don't need to. Who'd believe us if we told what was really going on there?" said Kevin

"Anyone who checked it out would just find what looks like normal humans anyway." said Star

"We don't even know what's really going on in Los Soledad, which means someday soon, We're going to have to go back. Can we count on you to help?" asked Ben

Cooper just stared at Gwen and Gwen noticed this. "Anything you need." said Cooper

Kevin was about to speak but Gwen cut him off. "Don't even."

At Ludo's castle.

"What a pathetic display back there. You guys make me sick. No more milkshake privileges for you. I want you to use that time to think about wat you've done." said Ludo

"Perhaps they should use that time to think about what you've done." said Toffee

"Exactly! What?! Wait?!"

"Let me ask you a question what kind of leader send you to fight a large group of monsters. Makes you do all the work and shows you no appreciation for your sacrifices."

"Are you talking about me?"

"What kind of leader sends his warriors to a place he has no idea of or his enemies and expects to win."

"Toffee what are you doing?"

"Your soldiers deserve better."

"Well, you are fired!"

"Let's put it to your soldiers? Who's the better leader? Ludo or me?"

The monsters started to talk with each other.

"You guys belong to me. Three-eyed potato baby I am like a father to you. Beard dear I took you in of the streets. Are you stupid imbeciles really going to listen to him." Then the monsters through Ludo out of the castle. "You can't do this. This is my castle. Those are my monsters." Ludo said heading back to the castle.

"Not anymore." said Toffee as he closed the door.

"Toffee?!" whispered Ludo as he was stuck outside.

Inside the castle.

"So what is the plan to get the wand?" asked a fly monster

"It looks like Star and her friends are more focused on this other group them us. So we will take our time and come up with a plan and when the time is right. We will strike!" said Toffee