Okay, to all of my reviewers, I only ask you one simple favor. Nothing major but please... STOP SHIPPING JEN AND ALLISON!


Somewhere in the arctic, two men were riding on snowmobiles through the snow dunes and whooping at the top of their lungs.

Suddenly, one of them gasped when they saw a slab of ice sticking out of the ground right in his path. He immediately pulled over to avoid it, causing him to crash face-first into the snow.

He removed his glasses when he suddenly felt the ground start to rumble and shift beneath him and he gasped as he fell downwards into a forming crater full of snow.

His friend immediately pulled over next to the crater and immediately laughed at his friend as he was covered in snow from head to toe

As he got his bearings, they immediately realized that inside the crater was a bunch of machines and stuff of that matter scattered throughout. It appeared underneath all of the snow was the remains of some sort of ship.

They went down into the crater to investigate when they saw some sort of pod-like structure sticking out of the wreckage. The first man brushed the snow off of the crater and it glowed green before it immediately opened to a yellow light.

The two men screamed as an alien approached from the pod and they ran away and got onto their snowmobiles and immediately left, leaving the alien standing there, clutching her head as she got her bearings.

She then glared when her most recent memory came to her. She knew that she had a mission and it must be accomplished.

"The Omnitrixes," she realized with a gasp.


In St. Louis, Missouri, the team was visiting the dog park next to the St. Louis Arch, having a good time. Gwen and Becky ran by with a cheer and a laugh as they flew their kites all through the field and Allison stood by at the basketball court, shooting some hoops with Jen as they smiled and motivated each other as she nailed it into the basket with a smile.

"Yes!" Jen said as she scored.

"Try this, Jenny," Allison said as she grabbed the ball, swiftly avoided Jenny on the court and ran to the other basket before she leaped and performed a slam dunk as Jen looked stunned.

"Wow," Jen said.

"There's a lot of courts in New York," Allison smiled as she tossed the ball to Jen.

Suddenly, Ben ran by as Wildmutt and grabbed Gwen's kite right from her, knocking her and Becky over as Gwen shouted out.

"Ben, I'm telling Grandpa!"

Becky groaned as she helped her sister up and glared at their cousin as he flew the kite by them.

Gwen took her spellbook out of her pocket and rifled through it and stuck her hand out as it glowed blue. "Amourous Infecta."

Suddenly, Wildmutt's body started to twinkle lightly, catching the attention of all the dogs in the park that he passed by as they sniffed a rather musky scent coming off of the alien mutt before them. They then ran away from their owners and ran towards Wildmutt.

Wildmutt suddenly gasped and took notice of the panting dogs in front of him and he whimpered before he ran off with the dogs following him as Jen and Allison walked by, joining Gwen and Becky as they watched the spectacle.

"I love it when things work out," Becky smiled as Jen groaned.

"Gwen, what did you do?"

"Just a little harmless spell," Gwen chuckled.

Scared, Wildmutt clawed his way up a tree and started hanging from a branch as he whimpered and the dogs jumped up from under him as the girls walked up.

"Don't complain, Benji," Allison smiled. "You're the one who always wants more attention."

The Omnitrix started beeping as the branch gave way from Wildmutt's weight before timing out and Ben groaned as he stood up from the impact.

"Whew," he panted. "Never thought I'd be so glad to be me again. Sorry, fidos, playtime's over.'

This did nothing to deter the dogs as they still whimpered and panted in front of him and he gulped.

"Oh, man!"


Ben, walked up to the girls, covered in dog slobber from head to toe as Gwen and Beck laughed at his misfortune. Even Jen couldn't help but giggle at that before quickly apologizing to her brother.

"Oh man," Allison said as she wiped a tear from her eye. "That is something I wouldn't wish on my worst enemy."

"Grandpa, check this out," Becky laughed.

Grandpa only looked on sadly as he saw an elderly couple walk by past his view and he sighed.

"You know, Gwen, you always tell us not to fool around with our powers," Ben said. "Why don't you do the same?"

"Yeah, I thought you were more mature than that," Jen said.

Gwen looked on at Grandpa in a bit of sadness as Ben wiped off the slobber.

"Grandpa seems pretty bummed since we showed up here," Gwen said.

"Really?" Ben asked.

"We didn't notice," Jen said as they walked up to Max as he sighed. "What's wrong, Grandpa?"

"Oh, nothing, nothing. I'm fine. I just need a little time to myself, that's all."

"No problem," Becky seethed as she and her sister grabbed the twins and pulled them away. "We'll be at the playground if you need us."

They then glared and pulled them away by the arm.

"Hey, that hurts!" Ben shouted.

"I'll be with them," Allison shrugged as she walked away.

Max only looked after them sadly.


The gang lay down in the sun overlooking the bay and Ben sighed.

"What's your problem, Gwen?" Jen asked. "That really hurt!"

"What she said!" Ben said.

"My mom told me that Grandpa and Grandma met in St. Louis," Gwen explained.

"Yeah, so?" Allison asked.

"So being here reminds him of Grandma," Becky said. "I think he's feeling lonely."

"What was your Grandma like?" Allison asked as she stood up to face the Tennyson kids.

"Don't know," Jen said. "We've never met her."

"Really?"

"Yeah," Ben said. "There's not even any pictures of her in our homes. Grandpa and our parents never talk about her or what she was like."

"Tough," Allison said. "Me and Kevin barely knew our dad before he died too."

"We know," Becky said. "I feel bad for Grandpa."

Suddenly, they heard a screaming and crying coming forward from the playground as parents picked up their kids and ran away from the sight.

The team instantly suited up and gasped when they saw the alien who stepped foot onto the playground.

She was a green reptilian creatures with a long tail and tentacles protruding from her head. She had three glowing purple eyes with stripes running from them. Her hands had four clawed fingers and she had ostrich-shaped legs and feet. She wore a blue one-piece bodysuit that accentuated her female figure.

She looked around at the area as Omni-Green and Omni-Pink glared as they approached. She then glared as her eyes glowed purple.

The Omni Twins were suddenly enveloped in a purple aura and lifted up in the air as the alien glared and went closer to them.

"The Omnitrixes. Where did you two get them?! Answer me!"

"Yeah, long story," Omni-Pink said as she and her brother dialed in the Omnitrixes and transformed into Frankenstrike (Ben) and Firefly (Jen).

"But the short answer is that it doesn't matter 'cause you're not getting them!" Frankenstrike shouted.

Firefly then shouted out as she unleashed her heat beam and Frankenstrike fired out his lightning blasts and they struck the ground by her, kicking up a ton of dust.

"Where'd she go?" Matter Girl asked.

Suddenly, all of the playground equipment was enveloped in the same purple aura and the floated up as the alien used her telekinesis to break it apart and she shouted out and tossed the fragments of wood and metal at our heroes as they all dodged around and Firefly fired out her heat ray from her tail and destroyed it.

The alien wasn't deterred as she used her telekinesis on a nearby fire hydrant and tossed the water at Firefly as she shouted out and spluttered as she landed in front of Lucky Girl and Huntress.

"Ow," she said with a wince.

"Okay, my Queen," Allison said as she lifted her up onto her four legs. "Rest time's over. Go fry the bad girl!"

"I can't," Firefly said as she lifted up her hand but nothing happened. "I'm soaked! I can't even get a spark lit!"

Suddenly, a shout was heard as Frankenstrike was tossed aside right by his sister as she flipped herself out of the way.

"You will hand over the Omnitrixes now!" the alien shouted as Lucky Girl flipped through her spellbook with a glare.

"Not on your life!"

Suddenly, a blue energy blast fired from nearby and the alien leaped out of the way as they all looked to see Max decked out in his Plumber's suit and a large blaster in his hands as he glared at the alien.

"That was your first and only warning shot! Now turn around. Slowly."

"That voice..." the alien realized as she slowly turned around to face the former Plumber. "Max?"

"Xylene?" Max asked. "Is that you?"

Frankenstrike, Firefly and the others looked on with a glance towards the alien and then towards Max.

"Did we miss something here?" Frankenstrike asked as Firefly shook herself off.

"Are these children with you?" Xylene asked.

Max only nodded his head in confirmation.


Back at the crater in the Arctic, the same two men drove by with another friend of theirs as they rode their snowmobiles up to the crater.

They got off of their snowmobiles and climbed down into the crater to investigate the machinery there as the new friend scoffed.

"I don't see any big lizard. All I see is a bunch of junk."

Suddenly, they felt a tremor sound throughout the ground they were standing on and a small part of the snow broke away to reveal one of Vilgax's robotic drones that formed shape around them and scanned around.

The men screamed out and ran away from the site as the drone stuck a cable out to the snowmobile as the three men drove away in fear. The drone took the snowmobile apart piece by piece and started to upgrade itself with the pieces.


Back at the campsite, the heroes were all gathered by the picnic table by the Rust Bucket as Ben, Jen, Gwen, Becky and Allison all looked at Max and Xylene as they conversed with each other about the old times that they had together.

"Gross, gross, gross," Allison said as she pushed her dinner away from her since it was Max's turn at the stove today.

"That lizard lady's been here for, like, three hours and she hasn't said anything to us," Ben said.

"I know," Jen said. "You'd think that we were invisible or something."

"Don't take it so personally, guys," Gwen said. "They're just catching up."

"Exactly," Becky said. "When you guys found me again, Gwen and I spent the whole day talking to each other before going shopping for me."

"So," Allison said, turning to Max and Xylene. "How'd you two meet?"

"Xylene and I go way back," Max said. "To my early days in the Plumbers. We worked a lot together in those early years."

"You even made me an honorary Plumbette," Xylene said as she showed off her badge.

"Not surprising, really," Jen admitted.

Xylene then looked down at the still-alive mealworms crawling around in the bowl and she then shot out her long, blue forked prehensile tongue out and wrapped up a bit of the grub and swallowed it down, much to the kids' disgust.

"Mmm..." she said as she munched. "Delicious."

"Well, it's nice to have somebody around here who appreciates my cooking," Max smiled.

"Why shouldn't the lizard lady like Grandpa's dinner?" Ben asked. "It was crawling on the ground an hour ago."

"Well, she is a lizard," Jen shrugged.

"So, Xylene," Max asked. "What brings you back to Earth after all these years?"

"Those," she said, pointing towards the Omnitrixes on the twins' wrists.

"We knew it!" Jen shouted as she put her hand around the Omnitrixes protectively. "She's just like all the rest!"

"Yeah!" Ben said. "She's only interested in the Omnitrixes."

"Now, just calm down, you two," Max said. "Xylene, tell them that's not true."

"Well of course it's true," Xylene scoffed. "Why wouldn't I be interested in the Omnitrixes? I'm the one who sent them to Earth."

"You did?!" the kids all asked.

"I suppose now it's story time," Becky said as Allison sighed and sat down.

"Get ready, everyone," she said. "This could take awhile."

"I was transporting the Omnitrixes," Xylene explained. "When I was attacked by our old friend."

"Vilgax," Ben realized.

Xylene only nodded in confirmation to him.


*Flashback*

Xylene was at the controls in her ship and maneuvered around, avoiding the massive Chimera Wrath's lasers until she felt a bump as she realized that she was hit. She then aimed her laser's at the ship's hull and fired the blast that caused Vilgax's major injuries.

Soon, Vilgax's drones swarmed out of his ship and swarmed towards hers until she destroyed them with her lasers. A few of them managed to sneak through, however.

She then heard a grinding sound as she exited the control booth and realized that the drones were advancing towards her ship's entrance. She shouted out as she activated her telekinesis and destroyed one of the drones while forcing the door closed.

"Realizing I could no longer protect the Omnitrixes from Vilgax, I placed them in a special pod."

After doing so, she entered her sleeping pod. But just as she was about to go to sleep, she realized that the drone was burning a hole through the door.

But before it could break in, the Chimera Wrath fired the final blast that destroyed her ship. But it was too late.

"I jettisoned them to the planet below for safekeeping."

As the pod zoomed down to Earth, where it would eventually find the twins, Xylene herself and the remains of her ship crashed down at the Arctic site.

"When I crashed, my body fell into a hybernative state. Until now."


"That is my story," she said.

"Well, the good news is that Vilgax is no longer a problem," Max said. "Thanks to the twins here, he's cooling his claws in the Null Void."

"Hey, we helped too, you know!" Becky said.

"Yes, yes," Xylene said before turning to her co-worker. "And I'm sure you're being modest about your role in all that."

"So, since Vilgax is taken care of, I guess that means you don't need to stick around here anymore!" Ben said.

"Benjamin, that's hardly polite!" Max said.

"No, he's right," Xylene said as she reached into her pocket and pulled out a remote. She then sent out a signal from it up into the sky. "My transportation will be on its way shortly."

"In the meantime, you'll be our guest," Max said. "We'll use the time to... catch up."

"As if they haven't been doing that already," Jen whispered to her brother, who nodded in response.

"You kids wouldn't mind cleaning up, would you?" Max asked as he walked away with his old friend.

"I don't like her," Jen said, folding her arms.

"Really? I never would've guessed," Gwen said as she and Becky scoffed while Allison just looked concerned.

"She has a right to be concerned, Gwen," Ben said. "Remember what happened with Grandpa's old partner Phil?"

Jen gasped at the realization. "That's it! I'm doing an undercover investigation, Hero Style!"

She then activated her Omnitrix as Allison glared.

"Jen, these dishes aren't going to wash themselves, you know!"

"...Or will they?" Gwen asked as she pulled out her spellbook.

"Good call, sis," Becky said. "Good call."


"The youngsters," Xylene said as she and Max took a walk. "I never took you as the domestic type, Max."

"You remember Verdona, right?," Max asked. "We were together for a long while, but we never married. However, we did have two kids."

"Oh, so you got together with another Plumber after me?"

"We were partners on that mission when we had to rescue her," Max reminded her.

"Right, right," Xylene sighed. "Don't you miss your old Plumber days?"

"Well, we still get our share of excitement around here," Max smiled. "Especially since you dropped those little presents of yours into our laps."

"You haven't aged at all since I last saw you."

"Ugh, gag me," Frostblight said as she spied on them from up in the trees.

"Do you remember that night?" Xylene asked.

"How could I forget?" Max asked as they looked up at the moon.


*Flashback*

A young Max was standing at attention by Xylene as she stood by her ship as she prepared to depart on a mission into outer space.

"Rumors are swirling that there's a new DNA weapon out there," she told him. "Sure you won't change your mind and come with me?"

"Tempting offer, Xylene," Max said. "But until I bring down Vilgax, I've got a job to do here. But we'll always have Roswell."

The two then smiled and gave each other a kiss before the Plumbette went into her ship and blasted off to parts unknown with Max staring sadly after her.


"With Vilgax out of the picture, there's nothing keeping you here any longer," Xylene told Max. "I could use your help out there, Max."

"*sigh* Another tempting offer."

"No way!" Frostblight gasped, holding her hand to her mouth in shock.

"There's something about that Osmosian girl that seemed familiar to me," she explained. "It took me awhile to figure it out, but I think I got it from reading her mind. I believe that she's the daughter of your old partner."

"Phil?"

"No, not Phil," Xylene said. "Your other old partner. What was his name? Devin Levin?"

Frostblight's eyes widened even bigger than normal.

Jen's eyes widened immediately at that.

"Devin? That was a long time ago. I genuinely didn't know that Allison and her brother were Devin's kids until you just now told me," Max said.

"That's what happens when you're a telepath," Xylene said, putting her hand to her hip.

"I've got to tell the others!" Frostblight said as she flew away from the scene.


Jen walked up to Ben, Gwen, Becky and Allison as they cleaned up the remnants of the dinner and she raised her eyebrow.

"Um..."

"Don't ask," Gwen said.

"What did you learn about Grandpa and Xylene?" Becky asked.

"Ben, we should've kicked that alien's scaly butt back to outer space when we had the chance," Jen scoffed.

"Max seems to like her, Jen," Allison said.

"Well we don't," Ben said.

"I'm just saying, you two should give her a chance."

"Right, and the next thing you know, she'll want us to call her Grandma Lizard! Forget it," Jen said.

"I've never seen you this angry," Gwen said, talking to Jen. "You saw something that upset you."

"...Yeah."

As they were talking, they didn't realize they were being watched as a visor saw the Omnitrixes on the twins' wrists and Jen gasped when she saw a laser pointer at Ben.

"Bro, look out!"

She tackled Ben out of the way of the laser blast with a shout as he hit the ground and a cloud of dust kicked up around them.

"What the!?" Allison asked as they stood up to see the same drone from the Arctic site, now upgraded with snowmobile equipment, land in front of them before stomping towards them, intent on finishing its mission.

"Crap!" Becky shouted as they ran away from the drone as it lashed out its cables towards them and they avoided it.

"Isn't that one of Vilgax's robot droids?" Gwen asked.

"Yeah, but I thought we took care of them all when we blew up his ship!" Ben said. "He's supposed to be in the Null Void!"

The robot fired out several missiles towards them and they dodged as it hit the ground they were just standing on, sending them tumbling away from it as it marched towards them.

"It must be after the Omnitrixes," Jen said.

"Let's do this, sis!" Ben shouted as the twins suited up and glared as they charged towards the drone. "You want these?!"

The twins then slammed the cores down as Ben transformed into Snare-Oh and Jen transformed into Four Arms with a shout.

"Then you'll have to take them from us!" Four Arms shouted.

She then gave out a war cry and leaped upwards before pounding down on the drone's body with a grunt of effort as Snare-Oh did the same and wrapped his appendages around the frame and pulled downwards with all of his might, taking off a few cables before doing the same to another part as his sister pounded down.

That was about the point that Max and Xylene appeared while the girls prepared themselves.

"We've got this!" Four Arms shouted to her.

"We don't need your help!"

"Oh, children, I believe you do," Xylene said as she focused and levitated herself upwards and used her telekinesis to levitate up several large chunks of earth out of the ground and tossed them at the drone, knocking it back.

Allison glared as she absorbed the rock hard ground and morphed her hands into axes as she leaped up and sliced off some machinery on the outside as she leaped around it with a grunt of effort.

Max fired his blaster at the drone as Gwen flipped through her spellbook with a glare.

"Emocha Objectia!"

With those words, a blast of blue energy blasted out of her hand and hit the drone at full blast as Becky did her share as she used her spear to slice off several pieces of machinery on the drone with a shout.

Snare-Oh and Four Arms took off its legs with a grunt and they were just about to finish it off when they were suddenly enveloped in a glow of purple energy and were casually tossed aside, right into the Rust Bucket as it exploded.

The drone took advantage of the new machine it was on and sent out several tendrils and started taking the R.V. apart with no regard.

"It's taking over the Rust Bucket!" Becky shouted as Allison glared at the alien.

"I'm starting to think that the twins are right about you," she scolded.

They looked up at the giant hulking machine in front of them and gasped when it suddenly halted.

"Guys, look!"

Everyone looked back to see Four Arms and Snare-Oh doing their best to hold the machine back with their tendrils... up until they saw the giant cannon align in their direction.

"Oh come o-" Snare-Oh began as he and his sister were blasted with the cannon, the blast taking out the Rust Bucket as well.

"My baby!" Max cried.

Then, the giant machine was stalking the others as they hid behind two adjacent rocks before Max spotted the Rust Bucket's gas canister on the drone's bottom and he smiled.

"Xylene, now!" Max shouted.

Xylene then focused her telekinesis on the gas canister, levitating it in front of the drone, where Max shot it with his blaster, causing it to explode in a fiery inferno, knocking the drone back.

"We make a great team," Xylene told her old friend.

"Always did," Max smiled.

Four Arms and Snare-Oh glared and then went for the drone and started ripping it to pieces with a shout and grunt of effort as they all shouted out once they were absolutely certain that it wasn't going to come back and stopped.

"Sorry about the Rust Bucket, Grandpa," Snare-Oh said. "I guess we got a little carried away."

"Yeah," Max said. "Maybe just a little."

Xylene glared at the twins as they shrugged.

Little did they know, a certain robotic processor was still lurking in the bushes nearby.


Later on, the group was working on fixing up the Rust Bucket as best as they could as Allison brought over the door and Max screwed in the headlights.

"I guess that mecha droid was the same one that fell to Earth with you," Max theorized.

"And it seems to be doing the mechanical merge thing like the one that merged with Rojo," Gwen said as Xylene levitated over some parts.

"Apparently, they gained the ability to amalgamate mechanical devices in order to fulfill their programming," Xylene said. "Retrieving the Omnitrixes."

She walked over to Ben as Diamondhead and Jen as Water Lily as they fixed up the inside of the Rust Bucket.

"You are sure the mecha droid was destroyed?"

"Yes, we're sure the mecha droid was destroyed," Diamondhead said.

"Give us a break already," Water Lily sighed as she went outside and sliced off a tree branch that had one of the Rust Bucket parts in it.

Xylene only glared at him.


Meanwhile, at the ranger house, the ranger pulled up in his Jeep and went inside.

As his back was turned, the droid appeared and started taking the Jeep apart with its tendrils to upgrade itself again.


Back with our heroes, they were still working on fixing up the Rust Bucket and Diamondhead and water Lily started carrying parts over to Max.

"If you wanted to be truly helpful, a Galvanic Mechamorph would've been a more appropriate choice."

The twins only started blankly.

"She means Upgrade," Max explained.

"Yeah, well, you're not the boss of us, lady," Water Lily said.

"Come on guys," Max said. "Xylene probably knows a thing or two about the Omnitrixes. Maybe you should listen to her."

"You're taking her side?!" Diamondhead asked.

"You're being irrational!"

"Oh yeah?" Water Lily asked as she stomped over to the lizard alien. "Well if we're such screw-ups, why'd you send the watches to us in the first place?!"

"I didn't send you the Omnitrixes. You two found the Omnitrixes before they reached their intended recipients."

"What?" Diamondhead asked.

"The pod containing them veered slightly off its intended course."

The shocked Diamondhead and Water Lily exhaled sharply once they got this new information. They were having a hard time letting it sink in as Gwen and Allison walked over to comfort them.

"...We got the Omnitrixes by mistake?" Water Lily asked as said watches timed out and turned them back to human form.

"Of course, child. You didn't really believe that I would purposely send the two most powerful devices in the universe to children, did you? I was sending them to Max and hopefully your grandmother. It was merely bad luck that she wasn't around."

"I guess it would make more sense, Grandpa being a Plumber and all," Becky said.

"Not helping," Allison whispered through gritted teeth.

"Oh, well that's just great!" Ben said. "Just take them back."

"Then, you and Grandpa can just cruise around the universe like you were planning before! See if we care!" Jen shouted as she and Ben ran off.

"Ben!" Max shouted. "You three, go after them."

"Yes, sir!" Allison said as she, Gwen and Becky ran off to follow the twins.

"Did I say something wrong?" Xylene asked.


The girls found the twins sitting down on the edge of a cliff deep in thought as they stared up at the stars.

"Leave us alone, girls," Ben sighed as Gwen smiled.

"Okay, so the watches weren't meant for you two. So what? You've done a pretty good job with them so far."

"If it weren't for you two, I would still be in the Null Void," Becky reminded them.

"Guys, that's not why we're upset," Jen told them. "We can live with the fact that the watches weren't meant for us. What we're upset about is that Xylene wants Grandpa to go away with her just like before."

"Only this time... there's nothing keeping him here," Ben said as Gwen and Becky gasped in realization.

"Oh man," Allison said as they all sat down on the cliff and looked up at the stars.

"What else did you learn, Jen?" Becky asked.

"Well, it was just in bits and pieces, but I'm pretty sure that I heard something about your dad, Allison."

"Say what?" Allison asked, shocked.

"I don't know all the details, but I think that your dad and Grandpa were partners at one point."

"Yeah, I kind of figured that he led a double life," Allison said. "I just didn't know what it was... until now."

Becky then walked over and gave Allison a quick hug and a smile.

"It's fine," Allison said. "I don't really like to talk about it."

The five young heroes then looked up at the stars together.


"I'm sorry, Max," Xylene said as she and her old friend continued repairing the Rust Bucket. "I must admit these human offspring are a mystery to me. On my planet, Ringa Morr, once you hatch, you're on your own. Well, soon we won't have to worry about them."

Suddenly, they heard a whirring sound and then a familiar-looking machine drove by and glared at the group and they gasped in realization at what was before them.

"The Mecha Droid!" Xylene shouted.

She then pushed Max out of the way of the hit just before the droid swatted her with its wheel-covered tendril and she was sent barreling through a ton of trees.

"Xylene!" Max shouted.


By the cliff, the kids then gasped in realization once they heard the mechanical whirring again.

"Oh no!" Ben and Jen shouted as they all got up and the twins suited up before running for the Rust Bucket.


Max avoided the droid's swipes and slashes with all of his might as Xylene struggled in the clearing before fainting.

Worried, Max ran over to her, but that was his mistake.

The mecha droid sent out its tendrils and grabbed Max, attaching its mechanized tendrils to his Plumber's suit, using it to upgrade itself once again.

The team ran over and gasped once they saw that Max was attached to the front of the drone.

"No!" Jen shouted.

The droid then used its legs to drill itself downwards into the soil, leaving the heroes behind.

"Grandpa!" Ben shouted.

Xylene recovered and moved over to the heroes as they started arguing.

"You two said you trashed that thing!" Becky glared.

"It's not their fault, Becky," Xylene said. "We all thought it was destroyed. It doesn't matter now."

"It doesn't?" Ben asked.

"Wait," Gwen said as she put her finger to her chin. "If that thing only wants the Omnitrixes, then why'd it kidnap Grandpa?"

"Because it knows we'll go rescue him!" Jen realized.

"It's a trap!" Ben shouted.

"Exactly," Xylene said. "That's why-"

"Look, we know that you're just going to give us the 'The Omnitrixes is more important than any single being' lecture," Ben said.

"Well, it is. But-"

"But no way are we letting that living junkyard hurt our grandfather!" Jen glared.

"I agree that-"

"So you can either help us or get out of our way, because-"

Xylene had officially tired of this garbage and levitated the twins upwards in her telekinesis and attached them to two trees.

"Be quiet and listen to me for a change. You're not the only ones who care about Max. If we work together, we can save him. And the Omnitrixes."

She then deactivated her telekinesis, letting the twins go. She then stuck her hand out.

"Truce?"

Gwen, Allison and Becky put their hands on top of hers and nodded before looking to the twins.

The twins looked to each other before nodding and put their hands on top.

"Truce," the team all chorused.

"Time is of the essence," Xylene explained. "As we speak, the mecha droid is collecting more and more items, becoming stronger for its final battle with us. Where would the mecha droid have access to the most mechanical items in this area?"

"St. Louis is the largest river port in the United States," Gwen said and Ben came to a realization.

"The docks!"

"What are we waiting for? Let's get out of here!" Allison shouted as they all made way for the docks.


As they got to said river docks, the team ducked for cover behind some storage containers while "I forgot to ask," Ben asked Xylene. "Why make two Omnitrixes?"

"I didn't make them, I just sent them down to Earth," Xylene said. "It was on an assignment from their creator by name of Azmuth. He told me that they're meant to be work in tandem with each other and compliment each other's power. He also made a second one as a fail safe that should one of them fall into the wrong hands, someone could use the second one to combat them and take it back."

"Now that's the most sense I've heard all night," Gwen said as Becky cracked her joints with a glare.

"We're on it," Ben and Jen said as they activated their Omni Suits before breaking out the hoverboards.

They rode up to the mecha droid and gasped as they saw it still gathering machinery and saw Max strapped to the front of it in clear view.

"Grandpa!" Jen gasped.

"Ben, Jen, get out of here!" Max shouted. "This thing's got control of the nanotech in my Plumber's Suit!"

The droid then manipulated Max's arm to fire his arm blaster at them, which Jen immediately retaliated to by pulling up a forcefield and then she and her brother rode their hoverboards behind a shipping crate and peeked at Max again.

"Do whatever it takes to take this thing down! Even if it means taking me with it!"

"Sorry, Grandpa!" Ben shouted. "Not an option!"

"Hey, you bucket of bolts!" Jen yelled as she showed her Omnitrix. "Are these what you want?! How about a swap?! Our Grandpa for the Omnitrixes!"

"Guys, don't!"

"Relax, Grandpa. We know what we're doing!"

"We?"

That was when Gwen and Xylene flew out of the nearby warehouse door and shouted out as Gwen blasted a fire blast at the mecha droid, which barely phased it as Xylene glared.

"Max, we must stop meeting like this."

Becky then drove a forklift to the mecha droid, but it was ready this time.

It fired a blast from Max's blaster towards her, sending her crashing into a shipping crate.

"I'm going to feel that tomorrow," she groaned as she cracked her back joints back into place.

"Becky, no!" Ben shouted as he and his sister ran forwards.

The mecha droid then shot its tendrils out to the twins and brought them towards it.

Then, Allison ran by, absorbing the steel from the crates and morphed her arms into axes and sliced the tendrils apart, where Xylene caught them and brought them to an open area.

Becky brought out her spear and arrows and glared at it.

The robot tried to grab her, but she dodged and sliced off one of the tendrils towards her and she shot an arrow to it, slicing off part of the tendrils carrying Max.

"How come the droid can't absorb her spear or bow?" Gwen asked.

"Because her weapons are Stone Age! It can't absorb a rock!" Alison realized.

"Enough talk! Save Grandpa!" Becky shouted as she dodged all of the blasts from Max's suit and ran up onto the crates with a glare.

"Stay back!" Max begged.

Xylene then appeared as Allison ran over and pulled with all of her strength and Xylene pulled him away from the giant droid with a shout, before they were both sent flying backwards into a crate.

"Dang it," Ben said.

Gwen then glared as she levitated herself over and then her telekinesis charm glowed and she shouted out as she dropped a hanging crate onto the droid, crushing it.

However, the crate broke open to reveal a tank. The mecha droid disassembled the tank and used its parts to upgrade itself once again. It then grabbed Max again and strapped it to its front.

Everyone gasped in awe at the sight of that as they braced themselves for impact as the mecha droid aimed the tank's cannon at Xylene, who immediately flew away.

"You two have to destroy the original mecha droid to defeat it," she told them. "We've done all we can. It's up to you now."

"Sounds like a job for Upgrade," Ben said.

"I have a better idea," Xylene said as she reached down and typed in a code to the Omnitrixes and then a brilliant flash of green and pink light out as they transformed into two new aliens.

Ben's new alien had green skin, six sprout-like growths on the back of his head, a dark-green patch of skin on his head, light-green skin on his face and belly and a crooked teeth overbite. He has whisker like lines on his face. He also has a green tail and the Omnitrix symbol on his stomach.

Jen's new alien was a large cow-like alien with a large pink udder and a rear, despite her age. She had red fur with brown patches and two three-toed hooves for feet and large hoof-like hands. She also had a long tail with a tuft of red fur and large horns on her head with a cute cow-like snout for a face. She wore a large pink bodysuit that showed off her rather sexy figure that exposed her udder with the Omnitrix symbol on her chest.

"Oh, man, what's this thing supposed to do?" Ben asked.

"Eat it, you're going to eat it!" Xylene said.

Ben looked blankly.

"Literally eat it! That's your power!"

"Well, I am feeling kind of hungry," he said, rubbing his stomach.

"And me? How's a cow supposed to take down that machine?" Jen asked.

"You'll find out!" Xylene said. "Just charge!"

Ben then felt something strange in his mouth and shot out four green tongues that stuck to the wall and he glared.

Max felt like he was just watching his body act and fire off lasers at Gwen, Becky and Allison as they avoided and fought back.

When out of the blue, Jen came charging in and rammed the mecha droid with her horns and mooed outwards as she tackled its legs, sending it backwards as she felt something.

"Oh, I don't think that tonight's dinner was too fresh," she said as she felt her new body's four stomachs start to churn and she twitched. "No. I don't need another Stinkbomb."

Ben then flew in as his new alien and shot his tongues out and gobbled down some of the tank parts from the mecha droid with a glare as his stomach started to glow green.

"Now spit!" Xylene ordered.

Ben did as so and a green ball of energy flew out of his mouth, destroying a part of the mecha droid in an explosion.

"Cool! Exploding loogies! I've got Upchuck power!"

"Oh great! Just when I thought your aliens couldn't get any grosser!" Gwen shouted.

"Nice one, bro!" Jen smiled as she smiled to Upchuck before she felt her stomachs start to churn again and she groaned.

"Crap!" she said as she felt the wind break out, enveloping the cow alien in a cloak of flames as she shouted out and blasted off a part of the droid's legs and tank with a glare. "Great, this one's worse than Stinkbomb!"

She then looked to see a flash of the robot's reddish orange color and she felt something snap within her as an anger vein popped out of her forehead and she roared outwards and rammed it with all of her strength.

"I'll get Max!" Xylene shouted as she flew up to the mecha droid's chest. "Let go of him!"

Upchuck continued eating the robot's parts and spitting them out to destroy it with a whoop and a shout as Jen's new alien glared.

"Taste the fury of Flataurus!" she shouted as she ignited her horns in flames and then shouted out and rammed the mecha droid, sending him in a huge dent and she ripped apart its pars with her brute strength, equivalent to Four Arms herself.

"Tee-hee," Upchuck giggled. "Flataurus. Sounds like flatulence."

"Lori would have a field day with this girl," Gwen sighed, looking at the mad cow and eating alien absolutely decimate this robot they were struggling against a few minutes ago.

"Now for dessert!" Upchuck said as Flataurus ripped the head off of the mecha droid and then Upchuck ate it.

Xylene hurriedly freed Max from the robot's tendrils and then ran away as Flataurus mooed out and charged before tackling the robot into the bay, where it exploded after a few seconds.

The flame cow grabbed Upchuck and carried him over to the others and laid him down, where he spat out the mecha droid's head, and it exploded, turning to ash.

"Good job, Ben," Max said as Upchuck licked his fingers and the Omnitrixes timed out.

"Ugh, bad robot," Ben groaned. "Can I get some mouthwash or something?"

Ben then burped out a gear and covered his mouth.

"That new alien of your's is gross, but awesome," Allison said, jabbing Gwen's shoulder.

"Thanks," Jen said. "Flataurus is going to take some... getting used to."


Xylene's aircraft had landed near the now-repaired Rust Bucket and the team were now saying their goodbyes.

"Ben and I wanted to apologize to you for being such jerks before," Jen said, wringing her hands as Ben sighed.

"I guess we were just jealous of the attention you were getting from Grandpa," Ben said. "But if you make him happy, then we're happy."

"You two certainly are Tennysons, aren't you."

"Sure are," Jen smiled. She and Ben then reached for their Omnitrixes. "I don't know if-"

"Keep them," she said. "Take good care of them. Vilgax isn't the only one interested in them."

"Believe me, we know," Jen said.

"Well, you guys managed to impress another alien," Gwen said as Becky and Allison looked over them.

"I guess we should let Grandpa say goodbye," Becky said.

"Yeah. But to who?" Jen asked.

"You're not coming with me, are you?" Xylene sighed.

"It's a big galaxy out there, my friend," Max said. "But right now, those kids are my whole world."

Xylene sighed and gave Max a small smooch on the lips and he kissed her back.

"Ugh!" Gwen cringed.

"Gross!" Ben groaned.

"And this is why I'm an asexual," Allison said. "Well, this and the fact that I can absorb anyone's energy and powers even through a small kiss."

"So you're like Rogue from X-Men," Jen said.

"Yeah, pretty much."

Xylene then broke the kiss and departed upwards into her ship before looking back on the Tennyson family (and Allison) and nodded towards them.

"We'll always have Roswell," she repeated Max's words before the entry to her ship closed and she blasted off into space.

"We thought you were going to lose you, Grandpa," Ben said.

"Nope. You can't get rid of me that easily. Let's get out of here."

"Front seat!" Ben and Jen smiled. "Called it first!"

The kids then smiled and ran towards the Rust Bucket as Max looked up and saw the faint outline of the ship depart towards who knows where.


At 4 in the morning, Ben was tossing and turning in his and his sister's bed as they groaned outwards and then the camera shifted upwards into his dream.

He saw images of Max smiling upon him as he and an alien were blasted away into who knows where when the image flashed to a young woman that faintly looked like Jen kneel in a spaceship before exploding outwards into a being with purple skin and flaming hair and wings behind her with a war cry.

He started to sweat as he saw an image of Scarlett looking over Jen and saw them brawling together and shouted out as Scarlett bested Jen with a glare before dusting off. Ben looked confused and was shocked and horrified to see an image flash by of him mutating into some kind of alien monstrosity before he rushed down a teenager with mechanical arms.

Ben screamed outwards and woke up in a cold sweat as he saw his sister sleeping like a baby and then looked to see the same for Allison on the couch and Gwen and Becky in their bed.

He rubbed his eyes and decided that he couldn't sleep. He exited the Rust Bucket and put on his Omni Suit before going out to patrol St. Louis, leaving them behind as he jumped from building to building to look for any crime in the city.

He then looked and then used his enhanced leaping to get to the top of the St. Louis Arch and then he looked down upon the city when he heard a voice suddenly appear next to him.

"Beautiful view, isn't it?"

Ben then looked beside him to see a man wearing a fully neon blue battle armor with white streaks and he has cloak of nanotechnology that glows cyan and stands 5'5". He has no optics on his helmet, revealing his handsome face and bright blue eyes.

"Drake?" he asked.

"No. But the two of us are acquainted," he said with a smile before sitting down beside the young hero.

"And you are?"

"Names are a trivial pursuit, so I don't need one," he said. "You may refer to me as The Watcher. Penny for your thoughts?"

"How do you know me? How did you know I would be here?"

"They don't call me The Watcher for nothing. I've been watching you and your sister for awhile. Ever since you two were born. I knew you would come here after that nightmare that you had, my friend."

"That was the weirdest nightmare I've ever had. Weirder than the ones I had when I knew Vilgax was coming."

"Ben, my friend," the Watcher said. "I'm afraid that was no mere nightmare. I think those were visions of a possible future."

"Visions?" Ben asked, raising his eyebrow.

"It's kind of hard to explain in a way that you would understand, but it's kind of like how you suffered a temporal rift of your own reality caused by outside forces that I can't explain and your innate telepathy linked itself to that force."

"Innate telepathy?"

"Of course. It comes from the same source of power as your sister. Hers was the dominant trait from your dad whereas yours was the recessive trait."

Ben only looked on, confused.

"I thought you'd be confused. No matter," the Watcher told him as he stood up. "Just live your life, protect your loved ones and be a hero. It's your destiny."

He then prepared to leave when Ben stopped him.

"Wait, Watcher, what about those visions? I mean, they're probably going to happen sometime and I'm scared."

"Don't worry about it now. You'll find out when you're 18. I've got to go. I have places to be."

He then nodded and faded away into mist, leaving behind a very confused young hero as he looked on and departed back to his family.


Obviously, credit to Flataurus and The Watcher go to DragonWarrior24.

Next time on Ben and Jen 10:

Perfect Day