Chapter 2

No one said a word for a moment, as most were either afraid to say something that could set Sarge off or were trying to process the situation and figure out what to say in response.

"Sarge seriously, what the fuck are you doing?" Church said, being the one to crudely break the silence.

"Don't play dumb with me dirtbag." Sarge growled.

"Play dumb? That implies any of us were smart to begin with, just look at Caboose." Tucker spoke up.

"Hello." Caboose said happily and oblivious to the current situation.

"Shut it, teal boy! I'm not falling for any more of your hooey!" Sarge snapped at Tucker.

"It's not just me, his armors black right?" XLR8 whispered to his family, since Tucker's armor is currently black.

"Ben, focus." Max whispered back, not taking his eyes off the hostile red armored man.

"I'm aqua!" Tucker shouted in annoyance as he pointed his pistol at Sarge's head.

"Hey, drop it Blue!" Simmons said as he aimed his rocket launcher at Tucker, making everyone flinch.

"Woah, Simmons!" Grif said in alarm" What are you doing? You'll blow us all up."

"Then we'll all die here for the glory of the Red Army!" Sarge shouted triumphantly "Fire away Simmons!"

"Uh, sir, now that I think about it, maybe aiming this wasn't such a good idea." Simmons said nervously as he now realized that this was not a smart idea.

"Shut it, Simmons! This no time to be picking up Grif's habit for insubordination." Sarge said in anger.

"If by habit, you mean desire not to be suicidal then I say this is a good habit to pick up." Grif chimed in.

"Maybe we should all try calming down." Max said, hoping to deescalate the situation.

"Yeah, I rather not be blown to kingdom come." Gwen said.

"Bow chicka-Wait, oh no! No! No! No! No! Just going to backtrack from that one." Tucker immediately stopped, realizing that he almost dug himself a hole he couldn't escape.

"Look." XLR8 said as he tried to step closer to get between Sarge and Church. "Why don't we all just put the guns down and talk this over? Sound good?"

"Um, Sarge I think we should listen to him." Donut tried to reason with his leader.

"Donut, don't question your superior officer!" Sarge said and surprised everyone as he turned his weapon on XLR8, "I ain't listing to any hogwash from one of the Blues' mutant soldiers!"

"Wait, what?" XLR8 asked, being thrown for a loop.

"Mutant soldiers?" Max asked, not understanding what the man's on about.

"Seriously Sarge, what the hell is this all about?" Church said, now completely confused by whatever paranoid delusions were going on in Sarge's head.

"Oh, it was a clever deception Blue. It was so complicated, so convoluted, I never would have thought idiots like you would be capable of coming up with it." Sarge ranted.

"Come up with what?" Tucker, completely lost as everyone else.

"You Blues knew we couldn't resist the chance to show you up with our teams' superior skills with technology and the desire to humiliate you for asking for our help." Sarge began to explain. "So, you sabotaged your own teleporter and sent us a Lovecraft nightmare to be torn apart by those Cthulhu knockoffs. And when that didn't work, you opened a portal to Earth to demoralize us by revealing that the Blue Army already invaded and brainwashed everyone into thinking they're Blues. And now, you have the audacity to turn Earth's youth into mutant child soldiers! My God, is there no level you Blues won't sink to?!"

Everyone was once again silent as they tried to wrap their heads around the absurdity of Sarge's accusations against the Blues.

"He…is he being serious right now?" Gwen whispered incredulously to Grif.

Grif sighed as he turned to Gwen.

"Unfortunately, yes. If you're with us long enough, you'll notice how he's always trying to find a way to justify his desire to kill the Blues." Grif explained "Even if that means affiliating you guys with them just based on the fact that you're wearing blue, and because the other kid can turn into a BLUE lizard thing."

"Private Grif!" Sarge shouted "Stop fraternizing with the enemy and aim your rifle at them, that's an order!"

"With no respect sir." Grif said without any desire to follow orders. "I have to say you've really gone off the deep end, more so then usual, especially if you think these kids and the old man are Blues."

"I can't believe I'm saying this, but I agree with Grif sir." Simmons spoke up, making Sarge gasp in surprise "Something isn't adding up here, maybe we should try sorting things out before-"

"My God, it's worse than I thought." Sarge interrupted, confusing the group. "The Blues have already used their mutant kids to take over the minds of my own team, and now they're trying to trick me into giving up. Well, you ain't pulling a fast one on me that easy ya dirty Blues!"

Grif, Simmons, Church, Tucker, XLR8, Gwen and Max all face palmed at Sarge's conspiracies.

"You have got to be kidding me with this." Max muttered.

"I wish we were." Tucker said in acknowledgement.

The sound of another gun being aimed, alerted the group to Church aiming his sniper rifle at Sarge while he was facing XLR8.

"Alright, that it. I had enough of trying to talk you down from your bullshit, put the gun down or I'll drop you." Church threatened.

"Woah hey, easy now." XLR8 tried to calm Church down. "Let's not make things wors-"

"For once in history, you're right Blue." Sarge said in a threating tone "Talk is cheap, time for action!" Sarge howled as he spins around to turn his shotgun on Church.

"Sir, wait!" Simmons shouted.

"Church, chill!" Tucker yelled.

"Oh no." Donut said in worry.

"Don't hurt Church!" Caboose shouted in concern.

"Ah shit." Grif said.

"Guys, can't we just talk this out?!" Gwen said.

"Ben quick-" Max started.

(x2) BANG

Time slowed down for XLR8 as he activated his speed to stop the sniper round and shotgun pellets. His mask came down and was going to try and stop the sniper round first but noticed that Church somehow missed Sarge's head completely, despite having his weapon aimed at him from only three feet away. The shot wasn't even going to hit any of the others around Sarge. Deciding not to question it, XLR8 made quick work to move the pellets off their trajectory from Church's head and directed them to fly out away from everyone. And for good measure, he grabbed all the weapons from the Reds and Blues, unloaded the guns and placed them and the grenades behind a bush nearby. Once he made work of the weapons, XLR8 did a quick survey around the area to make sure there were no nearby campers in danger of being hit by the bullets. He then popped in between the two groups as time returned to normal speeds. The sound of the gunshots continued, then came the thud of the buck shots and the sniper round hitting trees, rocks and other debris nearby.

The Reds, Blues, Grandpa Max and Gwen all looked around in surprise.

"What the-How did I miss?" Sarge said as he looked down at his hands. "Where's my shotgun?!"

"What happen to my rifle?" Church said, just as confused "And how did those shots miss?"

"Oh, the blue lizard used his super speed to move all the bullets away from us and took our weapons." Caboose said like it was obvious, shocking everyone that he understood the situation before the others.

"Damn, and I thought I was fast." Tucker commented.

"Wait, what?" Gwen asked.

"What?" Tucker said to quickly.

"Huh?" Max said.

"Okay, now is everyone ready to talk this over?" XLR8 asked, hoping these guys were done trying to kill each other.

"Clever Blue devil, but its gonna take more than disarming me to make me give up. As long as I'm breathing, I'll fight! I'll even take you on with my bare hands!" Sarge declared, much to the annoyance of the group.

"You know what, I should've just done this before, but I was too caught up in the moment to think about it." Church said. "So, I'm just gonna take over until you cool down."

" Take over?" Max asked, not understanding what he meant.

"What is he talking about?" Gwen asked.

"You'll try Blue, but I'll fight ya! Whether it's out here or in my own noggin! And I will prove once and for all that Red Team is superior to Blue Team! YAHHH" Sarge charged at blue.

"Okay Sarge, time to take five." Church said. But right as Ghost Church left his body…XLR8 popped between the two leaders with his speed, his back towards the Blue Leader as he faced the Red leader. "AH SHIT!"

"Guys stop! Seriously, what's your guys- Hurrgahgahgahgah" XLR8 muttered as Ghost Church accidentally jumped into the alien's body.

"(2) Ben!/Church!" Gwen, Max and Caboose shouted in concern at the same time.

Everyone stared in shock, even Sarge stopped his charge to stare at the alien, who shook momentarily before suddenly stooping then turned his head back and forth in confusion.

"What just happened?" XLR8 asked in confusion, surprising the Reds and Blues, because normally Church takes control, and his voice would speak from his hosts.

"Um Ben, are you okay?" Gwen asked, not sure what she just witnessed.

"Yeah, I feel fine, why do you ask?" XLR8 asked as he noticed Church's body. "What's up with him?" He waved his claw in front of Church's face then tapped his shoulder, only to jump back in surprise as the body fell lifelessly on its back.

"Well, that's unusual." Simmons commented.

"What's unusual? And what did your friend just do?" Max asked, not understanding what he just saw leave Church's body.

"Normally Church takes full control when he's possessing people." Tucker answered.

"Possessing people?" Gwen asked with a raised eyebrow "Is this like his powers or something?"

"No, Church is a ghost in a robot body." Donut answered like it was the most obvious thing.

The Tennyson family started with confused, disbelieving looks.

"A ghost?" Gwen said to be sure she heard right. Her mind went back to her experience being possessed by Ghostfreak, shivering at the memory, but what came out of Church did not look like an ectonurite.

"Yep." Grif confirmed.

"In a robot body." Max said as he looked at Church's body, finding this hard to believe.

"Yeah, one that I built from scratch myself." Sarge said with pride, apparently out of his homicidal rage.

"A ghost?" XLR8 said again, still not getting it.

"Yeah, it's… it's a lot to take in." Simmons said, acknowledging how…absurd this all sounded to people outside of the Reds and Blues. "Let me try to explain, you see back where we're from Church got killed while were fighting and-"

"Where is Church?" Caboose said, suddenly appearing in front of XLR8.

"GAHH What the heck?!" XLR8 blurted out in surprise, he didn't even see the blue soldier move, its like he just appeared in front of him. "Do you have super speed or something?"

"Church are you in there?! Can you hear me?! Church!" Caboose said loudly to the alien, thinking Church might hear him.

"Caboose stop shouting, you're killing my ears!" XLR8 said while holding the sides of his head where his ears would have been.

"Why is he shouting?" Gwen asked.

"Oh, this is usually the part where Church starts speaking through the people he takes over." Donut said.

"Yeah, the spectral Blue usually does a full takeover." Sarge explains "On rare occasions, the person can ride shotgun and get a few words in, but most of the time the Blue just carjacks 'em and stuffs 'em in the trunk."

"So, what's different about this time?" Max asked.

"I don't know, I'm still surprised it happened." Tucker said, "But the kid does have some tech on him." Tucker noting XLR8's helmet and mask. "So that might be why Church was able to jump in, but maybe being an alien lizard thing makes the kid immune to being taking over."

"What does tech have to do with being possessed by a ghost?" Grif asked.

"Well-wait, do you guys seriously still think Church is a ghost?" Tucker asked in surprise, confusing the entire group.

"Uh…well… I mean…" Simmons stuttered, feeling stupid that Tucker, of all people, figured out something that he didn't figure out first.

"Duh, while else would we be still talking about possession and ghost soldiers?" Grif said.

Tucker turned to the orange soldier and responded.

"Dude, Church isn't a ghost, he's a-"

"AUGHH!" XLR8 exclaimed in pain as he held his chest. The Omnitrix dial was sparking with green electricity around it.

"Ben! What's wrong?" Gwen said in concern and try to get closer only for Max to stop her.

"Gwen, wait look!" Max warned.

She looked down and noticed the green electricity started to strike the ground around her transformed cousin, almost like lightning strikes. Everyone began to back away from the alien hero who was now kneeling on the ground in pain. The green electricity still bursting from his chest.

"What in tarnation is going on?" Sarge asked, only a moment later to be struck by the green electricity "OW! Son of a bitch!" He exclaimed in pain as the electricity sent him flying, out of the clearing, and into the forest and out of sight.

"Sarge! SARGE!" Simmons shouted in concerned horror. Only to be struck next. "Son of a bitch!" Simmons shouted in pain as he we flung into the woods as well.

"Jesus! Simmons!" Grif shouted.

"What the fuck is going on?" Tucker asked in panic before being struck next. "AH! Son of a bitch!" he exclaimed before being flung out of view.

"Tucker!" Caboose shouted, sounding worried about Tucker for once.

"What's happening?!" Gwen managed to shout as her, Max, Grif, Donut and Caboose were now trying to dodge the green electricity that started to strike in random places.

"I don't know! Whatever Church did it, it must have affected the watch!" Max guessed as he pulled Gwen away from a spot that got struck with electricity.

"Every man for himself!" Grif said as he struggled to move fast as he could away from the scene but was eventually struck as well. "Son of a bitch!" he said as he was flung into the woods.

"Grif, Noooo!" Donut yelled dramatically before being struck as well. "Son of a bitch!" he exclaimed as he was flung in Max and Gwen's direction, both ducking as the pink soldier flew past their heads.

Before they had a chance to get up, another bolt of green electricity was heading their way. Without warning, Caboose suddenly appeared in front of the downed family and lifted them both up with ease.

"I'll save you, new friends!" Caboose shouted as he flung them out of the path of the bolt, which struck him instead. "Son of a bitch." Caboose muttered as he soared into the woods, in the same direction as Donut.

Max held Gwen in his arms as he landed on his back, they both got back up and looked at the direction where Caboose disappeared.

"Caboose! Donut!" Gwen yelled in concern before her and Grandpa Max noticed that the electricity bolts stopped and turned their attention to XLR8, who was still moaning in pain.

Suddenly the familiar red flash engulfed the alien, forcing Max and Gwen to shield their eyes. Once the flash died down, they looked again, only to see Ben laying on the ground unconscious.

"(x2) Ben!" Max and Gwen exclaimed in worry as they ran toward him, both kneeling near him, Max checked his grandson for any injuries while Gwen watched with a worried look. Eventually Max sighed in relief and looked to Gwen.

"He's alright, just unconscious as far as I can tell." He assured his granddaughter, who sighed in relief as well.

"Seriously, what just happened?" Gwen asked, not understating how that escalated so fast.

"No idea." Max said as he looked down at his grandson, then looked to the robot body of Church, which hasn't moved. "Whatever happened with Church, it might still be a going on."

"You think he's still in Ben's head?" Gwen asked.

"I don't think he's in his head." Max answered as he gazed down at the Omnitrix, still looking intact, and surprising, glowing green instead of red when it was used, perhaps it charged early?

Before either could say anything else, they started to smell smoke, and when they looked around, they noticed smoke beyond the trees, in the direction where Sarge went flying.

"SWEET GRAPES OF WRATH!" Came the startled shouting of a familiar gruff southern voice from the location.

"That can't be good." Gwen commented.

"Quick the fire extinguishers!" Max said as he picked up Ben and ran back to the Rust Bucket with Gwen right behind him. He opened the door to the RV and got inside, he placed Ben on his bunk as Gwen grabbed two fire extinguishers and handed one to Max.

Once they entered the forest, they came upon the start of a forest fore that began to spread quickly. They sprayed a few areas they passed by in an attempt to keep contain it as they made their way to the source. They eventually found it, which made the Tennysons pause in surprise as they could not believe what they were looking at.

"What in the world?" Max muttered.

"Well…this is giving me serious Déjà vu." Gwen said as she tried to process the awfully familiar situation.

Before them was a humanoid composed dark red volcanic rocks, with cracks all over its body showing innards composed of superhot plasma. It had a flaming head with two eyes and a mouth with yellow-orange plasma emanating from them like the rest of its body. It had two large four-fingered hands and oval shaped feet. This was a pyronite, or 'Heatblast' as Ben named it. But unlike Ben's version of Heatblast, this one did not have an Omnitrix dial on his chest and had two miniature volcanoes on his shoulders, spewing flames like the top of his head. He also had a more muscular build than Heatblast. Around his feet was a melted red liquid-substance.

The pyronite was panicking, turning his head back and forth as it looked at the flames around him. Eventually he turned his attention to the two Tennysons and spoke, but instead of the deep raspy voice of Heatblast, the pair were surprised by the familiar southern accented voice.

"What the blazes is going on?!" the voice of Sarge came from the pyronite.

"Sarge? Is that you?" Gwen couldn't help but ask, not believing that this is the red soldier.

"Of course, it's me little lady! Who else would it-oh right…" Sarge asked but then looked at his hand. "What's happening to me?! I woke up and felt like I was burning. Next thing I knew, my precious red armor melted and off my body and now I look like this and the forest burst into flames!"

Max's mind went back to the earlier incident with the green electricity from the omnitrix and thought back to the time Dr. Amino harnessed the power of the Omnitrix to create alien-animal hybrids, and when it mutated him into some sort of slug alien. He cringed at the memory before the heat of the flames brought his attention back to situation at hand.

"I think I can explain, but later we need to put out the fire and quick." He grabbed the attention of Sarge and Gwen.

"Maybe Sarge can cause a backfire like Ben did before?" Gwen suggested.

"Cause a backfire, I'm ain't even sure how I started this flaming inferno." Sarge said as he looked at his hands with confusion on his-now-visible face.

"It's all we got and we need to do it quick and grab the others before someone calls this in and-" Max was interrupted by the gust of chilly wind from behind him.

The trio then became alerted to what looked like blue mist being blown around the flaming wilderness. Everyone shivered at the sudden drop in temperature, even the flames on Sarge's head and shoulders dimmed a little as the heat dropped.

"Brrrr, w-who, t-turned on the A-A C-C?" Gwen stuttered as her teeth started to chatter from the cold.

Next thing they knew, the flames were replaced with ice that froze over the area around them, ending forest fire dead in its tracks.

"Sweet Christmas." Sarge said in surprise with his eyes widening "What just happened?"

His question was answered by an unfamiliar eerie voice from above their heads.

"Did somebody call for a hero?"

Everyone looked up and were shocked by what they saw.

"What the heck is that?" Sarge asked.

Max and Gwen processed what they were looking at before small smiles appeared on their faces.

"(x2)Ben."


Moments earlier.

Everything was dark for a moment before the smell of smoke made Ben open his eyes. He immediately closed them and put a hand on his aching head.

"Aw man, what happened?" He asked himself before the smoke caught his attention "Uggghh, right gotta see what that is." He said to himself as He got to his feet and ran outside and noticed smoke coming from the forest.

"Grandpa!? Gwen?!" Ben called out to see if they were nearby. "They must've gone to stop the fire. I gotta help them." Ben said as he tried to activate the watch, but it was unresponsive, its faceplate was green, so it wasn't recharging. "Great, all the times you choose to bug out on me." Ben complained as he ran toward the smoke. But then the faceplate glowed blue and started to make an electric whining and beeping sound. "Huh?" Ben muttered as he tried to fiddle with it while he ran. "This is a bad time for a reboot!" He shouted to the watch but stopped in his tracks as it finally stopped making noises.

What happen next made his eyes widen in surprise as the entire Omnitrix glowed green and began to shrink! The glowing stopped and now, instead of a bulky black and grey watch, was now a smaller green wristband watch with a black line in the middle. The faceplate was now black and green instead of grey and green. It also had two buttons on the side.

"Well…didn't see that coming." Ben said as he tried to activate the altered Omnitirx. Ben jumped a in shock a little as the faceplate popped up but instead of a black silhouette, a glowing light-green hologram appeared, a hologram of XLR8. "Cool!" Ben said. "Alright this looks like a job for…" he turned the dial "Wait, what?" He said confused as the next hologram was an unfamiliar alien. A crystal humanoid like Diamondhead, but slimmer and had one cyclops eye. "A new guy?" He asked as he turned the dial again but was greeted by another unknown alien, a gremlin-looking thing in an aviator suit. "Two new guys?" He twisted it again and the hologram of a large wind-up robot. "Oh no. No. No. No. Are you kidding me right now?" Ben whined as he kept turning it. After a few seconds he discovered that he was back to having just ten aliens to choose from. The only ones he recognized were XLR8, Upgrade and Frankenstrike, the other seven were new. "Great I had over twenty aliens to choose from and now I'm back to ten." He grumbled, but he was alerted by the smoke that he needed to act. "Well, this worked out well last time." He said as choose like the first time he used Diamondhead. "Eeny, meeny, miny…" He turned the dial for a few times. "Here goes!"

The flash engulfed him. His skin turned pitch black, and patches of cyan blue ice appeared over his arms and legs and the back of his neck. He grew taller as his five fingers were now four pointed fingers and his feet became three toed and talon-like. His eyes became bug eyed and green with spots in them. His forehead and cheeks had blue markings and his mouth had bluish-white teeth Three blue plates appeared on his chest, going from the top of his chest to his stomach. Two large antennas sprouted from under his neck and four giant wings emerged from his back. They were blue and had cyan patches with black lining around them. The Omnitrix dial appeared on his chest. Now stood a humanoid moth, whose antennas and wings wrapped around him, creating a cloak, and giving him the appearance of a hooded phantom.

"Big Chill" An eerie and chilly voice came from the moth alien, blue mist blew from his mouth when he spoke, and his mouth didn't move when he spoke. "Wait, what did I say?" He said in confusion, though his face was expressionless "Did…Did I just come up with a name for myself right on the spot? I don't even know what this guy can do yet." He looked himself over, noticing the cold blue mist coming from his mouth as he spoke. "But I bet it's gonna be cool. Heh heh" His mouth turned upward into a smile before turning back to a blank expression.

He looked to the smoke and focused.

"Alright Big Chill, let's see what you got." The moth, now dubbed Big Chill, muttered to himself as he tried to concentrate and activate whatever abilities he had.

At first nothing happened, but then, like many times before, an instinct took over and before he knew it, Big Chill's cloak began to unfold, revealing that he had wings.

"Woah. Looks like I can fly. Good thing I had a lot of practice with Stinkfly." Big Chill said as he used his wings to take off and headed towards the direction of the smoke.

After a few seconds he could see Grandpa Max and Gwen and-

"A Heatblast?" Big Chill said to himself in confusion, looking at it reminded him of what Heatblast looked like as Ben 10,000. "Where did he come from?" He got close enough to hear them talking and was baffled as he instantly recognized the gruff voice of the red soldier coming from the Heatblast "Sarge? How the-" He looked at the fire around the trio. "No time to wonder, got to do something." He said and noticed the blue mist as he spoke and suddenly an idea popped into his head. "Well, here goes nothing."

Big Chill inhaled deeply and then exhaled a gust of blue mist that quickly engulfed the area around his family and the Heatblast Sarge. The flames wither died out and became replaced with ice that appeared on the ground and on the nearby trees. Making the area look like the Antarctic.

"Nothing like a mini–Ice Age to beat the summer heat." Big Chill quipped to himself as he flew close enough to be over the heads of the trio who were too distracted by the ice to notice him.

"Did somebody call for a hero?"


The moth alien landed in front of the surprised trio and his wings folded around him, creating a cloaked appearance.

"Looks like I made it just in time." Big Chill said as he looked around and noted how the area looked like a frozen wasteland. "I guess I kinda overdid huh. Heh. My bad."

"When did you get this guy Ben?" Gwen asked as she examined the cloaked moth.

"Just now, believe or not. And the names Big Chill." The moth answered.

"Wait, Ben?" Sarge asked, raising a nonexistent eyebrow. "You mean the Blues mutant child soldier? He can turn into a blue lizard and blue moth monster?" He narrowed his eyes as he looked at the moth alien. "Oh, great." He growled in disgust.

Max sighed and turned to Sarge.

"Sarge Ben's not a mutant soldier, and neither is Gwen. None of us are with these Blues and they did not invade Earth-"

"FOR THE RED ARMY!" Sarge howled as he charges at Big Chill, his hands ignited as he prepared to punch the moth alien with his flaming fists.

"Sarge, seriously?!" Gwen shouted in annoyance. But also surprised that Sarge was quick to learn how to ignite his hands.

"Sarge don't!" Max shouted.

Big Chill's eyes narrowed as the Heatblast Sarge got closer. Suddenly Big Chill became transparent. A blue outline of his form was all that remined visible, surprising his cousin and grandpa. Sarge got closer and took a swing.

"SAY HELLO TO BLUE SATAN YOU BUG EYED SON OF A-what the? brrrrrrrrr" Sarge's flaming punch went through the transparent Big Chill. Next thing he knew, his entire body became coated in thick ice, freezing and immobilizing him in place, the flames on his head and shoulders went out as the temperature around him dropped drastically. "D-D-Dag-g-g Nab-bb—bit."

"Okay Sarge, now that I have your attention, I'm going to say this as clearly as I can." Big Chill addressed the frozen pyronite. "We are not your enemies. We are not one of the Blues, and they didn't invade Earth. We have no clue about most of the stuff you told us about like the Great War or the Red Blue civil war." Big Chill noted the surprised look on Sarge's face. "And I get you've probably never seen abilities like mine or my cousin's." He motioned his head to Gwen who nodded." And you're probably freaked out by your new appearance, and I honestly do not know what happened. So how about this? We'll go find the rest of your friends, give you time to thaw out and we'll all sit down and figure this out, sound fair?" He finished hoping he at least got Sarge's cooperation for the moment.

"Grrr-brrrrrrrrr" Sarge tried to growl but was too cold to do it. "F-f-f-fine." Sarge managed to say through his cold chattering.

"Good." Big Chill nodded then turned to his family. "Anyone have a clue where the others are?"

"Not yet, but maybe…" Max took out his scanner and turned it to Big Chill and then to the frozen Heatblast Sarge then looked over the results. "As I suspected, whatever the watch did to Sarge, he's now giving off the same energy signature as you do when you're transformed. His signature's not as strong as yours, so it wouldn't pick the others up if they were a long distance away, but they should be close enough for me to find." Max fiddled with his scanner then his eyes lit up in satisfaction. "Found them. This way." Max went in a direction and the kids followed him.

Big Chill looked at the frozen pyronite before he left.

"We'll be right back. In the meantime, why don't you...cool off, heheheh" Big Chill joked, making his family groan.

"Grrrr, no g-g-g-good d-d-dirty m-m-m-moth b-b-b-brat." Sarge mumbled in annoyance as his flames started to return, and they left him to thaw.


"So, any idea which aliens the others turned into Grandpa?" Gwen asked her grandpa as they both were walking to their destination, while Big Chill flew above them to see if he could spot anyone.

"Not a clue." Max answered "Well, the forest hasn't caught on fire again, but they could still be unconscious. I just hope they don't have an explosive awakening like Sarge."

"I still can't wrap my hand around galactic wars or human colonies they talked about." Gwen commented, wondering how they never heard of these until now. "You think their just crazy, because they didn't seem very…well."

"Yeah, I feel the same." Max agreed. "But I've never seen anything like their armor, alien or human."

"Hey guys, I see someone!" Big Chill called out as he flew down and folded his wings. "Over there." He pointed dead ahead.

The trio went a little further until they stumble on the motionless form of the maroon soldier, Simmons, but once they got closer, they quickly noticed that his helmet was knocked off and there was no one underneath. Gwen kneeled to take a closer look and noted that no one was wearing the armor.

"Are we sure he's here and didn't just take off his armor?" Gwen asked.

"The scanner says we're right on top of him." Max said as he looked between the scanner and the armor.

"There where is he?" Asked a confused Big Chill.

The trio looked around the armor to look for any evidence of where Simmons was until they heard the sound pained groaning.

"Ugh, my aching cranium." Said a high-pitched voice with an intellectual tone.

Everyone looked around for the source of the voice and, as they did, Big Chill couldn't help bout take note of how familiar the voice sounded, in fact, it sounded exactly like the voice he had when he becomes…

"Grey Matter?" Big Chill muttered as he kneeled to pick up Simmons' helmet.

"What was that?" Gwen asked.

"What did you find Ben?" Max asked.

"I think I may know who Simmons became." Big Chill said as he held the helmet upside down and peered inside. And he guessed right, inside the helmet was a disoriented grey, six inched frog humanoid who eyes were closed and a four fingered hand on his head as he regained consciousness. When he opened his eyes, pupils were rectangular, and his eyelids blinked horizontally as expected. But his eyes were maroon, matching Simmons armor. It was also then that Big Chill noticed his clothes…or lack off…he was nude. Granted, not all aliens wore clothes, but after visiting Galvin Prime, he's pretty sure all of Grey Matter's people wear clothes. So, to say that this was awkward for the moth alien, was an understatement.

"Uh." Big Chill said.

"You find him?" Grandpa Max asked.

"Y-Yeah, and I was right, he turned into Grey Matter." Big Chill answered as he tried to not look directly at the nude Grey Matter Simmons.

"Well, now we know why we couldn't find him at first." Gwen said.

"Uh huh, hey does anyone have a piece of cloth or something?" Big Chill asked, getting confused looks from his family.

"I have a handkerchief if that works, why?" Max said as he pulled out the white cloth.

"Let's just say he'll be grateful you had it when he comes to." Big Chill cryptically answered, ignoring their raised eyebrows as he turned his attention to Simmons. "Hey Simmons, can you hear me?" Big Chill asked.

"Ugh, who's there? Where am I?" the Grey Matter Simmons asked as he opened his eyes and had a confused expression. "Why is my voice all weird?" he then took note of his hand and panicked. "AH! What happened to my hand?!" He then looked himself over. "What happen to my entire being?!" he then yelped as he noticed something else "Why am I naked?!" he exclaimed in his high-pitched as he covered himself. He then became aware of the humongous moth humanoid towering over him as he played in his helmet. "AHHHH! Giant insectoid creature! Don't eat me! I'm not a delectable morsel!" He pleaded.

"Woah. Woah. Easy Simmons. It's me, Ben." Big Chill tried to calm Simmons.

"Ben?" Simmons asked as he thought about that name. "You mean the Earth youth that transformed into a Kineceleran by using the level twenty DNA storage device known as the Omnitirx?" Simmons had a wide-eyed expression at his own question. "How do I know that? I don't know what I just said. How do I know and not know at the same time? Why do I feel like my I.Q. has increased by tenfold? How have I become a Galvin? HOW DO I KNOW AND NOT KNOW WHAT A GALVIN IS AT THE SAME TIME?!" Simmons loudly asked in a panic as the Galvin intelligence boost overwhelmed his human mind.

"Simmons!" Big Chill got the Galvin's attention. "Look I don't know how to explain what's happen to you but I'm sure we can-"

"It's because the Omnitrix was overloaded when Church accidentally uploaded himself into the device. And due to Church being a foreign Artificial Intelligence unit, it resulted in DNA power surges that transformed anyone it came in contact with, and resulted in the Omnitirx entering its recalibration mode in order to correct the error." Simmons answered in Grey Matter-like fashion.

The Galvin and transformed kid looked at each other, not sure how to respond to the information. Gwen and Grandpa listened in the background with wide eyes, neither were sure how to take this information either.

"Uh…yeah…" Big Chill said, not sure how to process all that information. "Look, let's just find the others and then we'll talk about what happened. We already found Sarge." This got a relieved yet concerned look from Simmons. "He's taking a few minutes to chill out while we find the others."

Max and Gwen groaned at the terrible pun.

"Yes, that would be the best course of action for the moment." Simmons agreed, and he was about to jump out of his helmet until Big Chill held a white handkerchief in front of him.

"You might want to put this on first Simmons." Big Chill said while diverting his gaze from the Galvin.

Simmons looked in confusion for a nanosecond before he remembered his state of indecency, he gasped in embarrassment and grabbed the cloth. He quickly tided it around his waist, creating a Tarzan loincloth for himself. "Thank you for the kind gesture." Simmons said in appreciation as he leaped from his helmet and onto Big Chill's shoulder.

"Don't mention it." Big Chill said as he was engulfed by a green flash, making everyone cover their eyes. When it stopped, they looked to see that Ben was back and noted the difference in Omnitrix's design.

"So new look for the watch?" Gwen asked.

"Yeah, and I lost most of the aliens I had and got a few new ones." Ben said.

"Hm, the recalibration must have randomized the roster of available aliens and reset it back to default setting of starting with ten in a playlist." Simmons explained then his face looked annoyed "It is going to take some getting used to suddenly knowing things I never knew before."

"At least it won't get drained from your head after ten minutes of having it." Ben said as he remembered how disorienting it was when he first used Grey Matter's superintelligence.

"Hey Simmons, what's up with your back?" Gwen asked.

Now that everyone got a better look at Simmons, they noticed another feature that made him more distinct from Ben's version of Grey Matter. His back was covered with glowing maroon circuitry.

"That's strange, Ben didn't have that as a Galvan." Max commented.

The more Ben looked at it, the more it felt familiar.

"It kind of looks like the circuitry I have when I turn into Upgrade." Ben said.

His family looked again and couldn't help but agree.

"The watch must have mixed some Mechamorph into the Galvan DNA." Max guessed.

"But why, and does this mean the others will be mix-mash of aliens?" Gwen asked, remembering the incident where Ben took off the watch's face plate and mixed his aliens into detrimental combinations.

"Perhaps, but maybe not." Simmons spoke up as he tried to look at his back. Gwen pulled out a compact mirror and held it close enough for the Galvan to look at his back. "It seems that the Omnitrix A.I. took note of my status as a cybernetic being and turned my mechanical components into Galvanic Mechamorph components in order to adapt them to the drastic change of my altered anatomy and physiology. Whether or not this means I possess the abilities of a galvanic mechamorph, I cannot say until we can find a moment to test my capabilities." Simmons explained, getting surprised looks from the family.

"Wait, you're a cyborg?" Gwen asked, making sure she understood.

"Correct but lets us discuss more in detail of the situation after we fine my compatriots." Simmons said, which everyone nodded in agreement and continued with Simmons riding on Ben's shoulder.


The group walked for a few more moments as they searched for the other soldiers.

"Ow!" Gwen said as she felt something stab her foot. When she looked down, she noticed some sort of aqua metal shared on the ground. "Hey guys, look at this." She alerted the group who looked at the shard she picked off the ground.

"Oh good, you found a piece of Tucker's armor." Simmons answered from Ben's shoulder. "Or bad, considering that his state of wellbeing may not be so well if his armor broke off into shards and-"

"Okay, we get it Simmons." Ben interrupted, "Wait, Tucker's armor was black when we met."

"Yes, well whenever he uses any sort of teleportation device, Tucker's armor becomes coated in a black substance that only sticks to his armor. It got on Caboose's armor once, but it hasn't happened to anyone else other than Tucker after that." Simmons explained, but then noticed light reflecting off another metal object in the distance, and gasped as he recognized it. "Hey guys, look." He pointed for the others to see.

Once they got closer and discovered it was the right half of a broken orange helmet. The remaining half of the visor was cracked, and wires stuck out where the other half of the helmet broke off.

"Grif…" Simmons muttered in concern and eyed the area, hoping to find his orange armored companion. He then noticed movement of nearby bushes. "Over there." He pointed to the bushes and the family moved closer to investigate.

"Hello?" Ben called out.

"Oh man, my head is killing me." Came the voice of Tucker.

"Tucker!" Simmons called out.

"Woah, who said that?" Tucker asked as he stood up from the bush and the group was surprised by the alien he became.

Before them was a tall humanoid composed of pale green crystals. He was muscular and had four-fingered hands. His back had four sharp crystal shard, two large upper shards and two small lower shards. He had a sharp head and aqua eyes. This was a petrosapien, named 'Diamondhead' by Ben. Unlike Ben's Diamondhead, the only clothing he wore was the torn up lower half of his armor's black bodysuit, which now looked more like black Hulk pants.

"Oh, it's you guys." Diamondhead Tucker said, but his faced gained a confused expression as he looked at their stunned faces. "Uh, why y'all looking at me like that?" He then noticed Grey Matter Simmons on Ben's shoulder. "What's that frog thing on your shoulder?"

"Tucker it's me, Simmons." The galvan responded.

"Simmons?" the petrosapien's eyes widened in surprised. "What the heck happened to you?" Tucker then noticed how he was now towering over Max. "And why do I suddenly feel taller."

"Dude, look at yourself." Ben said.

"What, why?" Tucker asked as he raised his hands and he gasped "What the hell?"

"Here." Gwen held out her compact mirror and the Diamondhead Tucker leaned in to examine his face and was more shocked now that he saw his face.

"What the fuck!?"

"Language." Max said with a glare.

"Sorry." Tucker said with a sheepish expression. "But seriously, Simmons, what the heck happened to us?"

"We'll explain later, right now we need to find the others." Simmons.

"Okay." Tucker said, and then took a deep breath to calm down "Okay, I'm good, so have you found anyone else?"

"We found Sarge." Max answered. "His transformation was a little more…explosive, but we managed to talk him down and now he's just taking a few minutes to calm down."

"There's a chance Grif might be nearby." Simmons said as Ben held up the broken orange helmet.

"Well, I didn't see anyone else around except you guys when I woke, so maybe he wondered off looking for everyon-AHH Son of bitch." Tucker was interrupted by some sort of green energy ball that hit him in the back and sent him flying at the family, who dodged, while Tucker was sent face first into a nearby tree behind them. He managed to pull himself off the tree "Ow, that freaking hur-oh wait, that actually didn't hurt at all. Huh, guess there's some benefits to this. Sweet." He said after realizing he felt nothing at all.

"What was that?!" Max asked, only be interrupted by the sound of burping and everyone ducked as another green projectile launched at them, forcing them to duck again, the projectile exploded the moment it hit a tree.

"Ugh." Gwen said with a disgusted look as she got back up. "I'd recognize those exploding loogies anywhere."

"Oh yeah!" Ben said as he got up with Simmons in his hands. "That was from Up-"

"Ugh, I don't feel so good." Came a familiar voice of a fat orange lazy slob.

"Grif!" Simmons shouted.

"Uh, who said that?" Grif's voice came from the bushes.

"Yo Grif! We're over here!" Tucker called out.

"Tucker? Ugh, my stomach." Another burp and another projectile came out from the bush and hit Tucker in the face, knocking him on his back.

"Oh, come on! Why me!?" Tucker exclaimed. It didn't hurt, but it still annoyed him.

"Maybe eating all those tree branches filled with berries wasn't such a good idea." Grif said as he came out from the bushes and revealed what alien he became.

He was a stubby, chubby green frog humanoid with orange eyes. The front of his face, stomach and fingers were light green while the rest of him was dark green. He had six sprouts on the back of his head, whisker lines on the sides of his face and a tail. He had an overbite that showed crooked teeth, and when he opened his mouth, he was revealed to have three tongues. The only thing he wore was a piece of his bodysuit that was torn up to the point that it looked like he was wearing underpants. This was a Perk Gourmand, called 'Upchuck' by Ben.

"Jesus Grif, you've only been an extraterrestrial for five minutes and you're already trying to eat everything in sight?" Simmons said with an annoyed look.

"Hey, I'm an emotional eater! It's been a traumatic day and it's not my fault I got turned into a bottomless pit. Wait, who am I talking to?" Grif asked with a confuse look until he spotted the Galvan in Ben's hands.

"Wait, I know that know-it-all-nerd tone anywhere." Grif said and he eyed the small alien. "Simmons is that you?" he asked, and Simmons nodded. The Upchuck Grif surprised everyone as he fell on his butt laughing like a maniac. "Hahahah! Dude, you're so tiny! What's-hahahahhaha! What's with your voice hahahahaa! It's so high and squeaky! It's hilarious! Hahahaahaha!"

His laugh became so contagious, that the others could be heard trying to fight the urge to do more than lightly chuckle, all of which irritated the Galvin.

"Oh yeah!? Well-well you're still a fatass!" Simmons said as a comeback.

"Hehehe So hehehe So yeah, you got turned into an alien Grif." Ben said as he calmed down from his snickering.

"Oh, gee really?" Grif said sarcastically "And here I thought it was normal to shrink, turn green, have three elastic tongues and turn anything I eat into explosive loogies. Thanks for the heads-up Sherlock."

"Well, you don't have to be a jerk about it." Ben said.

"Oh whatever, it's your fault we mutated anyway." Grif said noncaring.

"My fault!? It was your guy's friend that messed with the watch." Ben argued.

"Alright easy you two, we still need to find the rest of your friends." Max interrupted.

"Yeah, just cool it until we can get everyone together." Simmons said.

"So, counting Sarge." Gwen said. "We found everyone except Donut and Cabo-"

"We are here." Said a familiar happy childish voice, causing everyone to yelp in surprise as they turned around to find the source of the voice behind them and their jaws dropped at the sight.

"W-Where, where did they come from?!" Gwen yelled in confusion "How did not notice until now?!"

"It's physically impossible for him to sneak up on us, yet Caboose always manages to perform the impossible when no one's prepared for it." Simmons said.

In front of the group, was a twelve foot, four-armed, muscular red humanoid with four blue eyes and a black stripe that goes down from the top of his hairless head to between his eyes over his lips and to his chin. He had noting on but Hulk style torn pants from his bodysuit. Caboose turned into a tetramand, dubbed 'Four Arms' by Ben.

Cradled in Caboose's secondary arms was a green plant humanoid with five vine-like legs. A sort of flytrap with teeth around his head, which had one pink eye that was hallway open. There was one pink eye on each of his shoulders and elongated fingers on its hands and thorns on its forearms, stomach and legs. On his back were black pods. He had the remainder of the upper body suit while the sleeves and lower half were gone. His pink armor chest piece was still attached. This was Donut as a Florauna, named 'Wildvine' by Ben.

"Ughh, my legs feel strange." Donut said as he was in and out of consciousness.

"Yeah, Mister Bubblegum tripped over his new legs, I don't think he ate enough vegetables, or maybe eating vegetables was what caused this." Caboose said clearly not understanding what happened to them. "I think I got better vegetables and that is why I feel so tall."

"Caboose have you looked at yourself?" Grif asked.

"Ah yes I know, I am not blue anymore, I think I've been promoted to Red Team." Caboose said.

"No Caboose that's not-When did you even get here?" Tucker asked.

"Get where?" Caboose asked with a confused face.

"Right where you're standing." Ben said.

"I am here." Caboose said.

"No, how did you find us?" Simmons asked.

"You were right here." Caboose answered.

"What, no where did you come from?" Gwen asked annoyed.

"From Blood Gulch." Caboose said causing everyone to groan in annoyance.

"Okay, why don't we just go get Sarge and have this conversation back by the Rust Bucket?" Max trying to get everyone to focus.

"What?" Tucker asked.

"The RV." Gwen answered.

"That's a stupid name." Grif said. "Why not something more bad ass like the Skull Crusher or the Alien Smasher?"

"Bow chicka bow wow." Tucker said, making Simmons and Grif groan, Max glare, and the kids raise an eyebrow in confusion.

"Where is Church?" Caboose asked with a worried face.

"Yeah, last time we saw him he accidentally possessed the kid and then all this crap started." Tucker said.

"I believe I may have an answer." Simmons spoke up from Ben's shoulder. "You see Church didn't possess Ben, he jumped into the Omni-"

"Oh, thank fucking God! Somebody finally brings me up! I almost thought these assholes forgot about me." Came a familiar angry out of nowhere.

"What the hell?" Grif said, confused as everyone tried to look for the source of the voice.

"Oh great, what's distracting these dumbasses from talking about me now?" The annoyed voice of Church spoke again.

"Church!" Caboose exclaimed in enthusiasm.

"Yes Caboose! I can't believe I'm saying this, but please get everyone talking about me!" Church's voice pleaded.

"Church, is that you, where are you?" Tucker asked.

"Yes, it's me what-wait. Can you guys here me? Hey guys can you hear me?!" Church's voice shouted.

"It's hard not to when you keep yelling at us." Grif grumbled.

"I been yelling at you fucking morons since you started looking for each other! You never heard me before!" Church snapped.

"Church! Where are you Church! Follow the sound of my voice! I'll find!" Caboose shouted into the woods.

"Caboose I'm already here!" Church angrily yelled "Look at the kid's damn watch!"

Everyone looked at Ben who held up his watch in confusion.

"Wait what?" Ben asked.

"As I suspected." Simmons muttered as he climbed off Ben's shoulder and landed on his wrist and began to fiddle with the Omnitrix.

"Simmons what are you doing?" Ben asked.

After a few seconds Simmons pressed the button on side of the watch and the faceplate shot up. A green hologram appeared. To everyone's surprises, the hologram was of the familiar angry armored soldier, who turned his head back and forth in surprise and looked at as hands as he could now see himself.

"H-How did you do that?" Church asked as he looked at Simmons.

"Church!" Caboose exclaimed in joy, accidently dropping Donut as he kneeled in front of Ben.

"Owww…" Donut muttered while on the ground.

"Church you're here! I've been looking all over for you! Why are you so small?! Have you been looking for me?! Did you miss me?! I missed you! Why are you a green ghost? Are we Green Team now?" Caboose chattered away.

"CABOOSE! SHUT THE FUCK UP" Church shouted, everyone wincing at the volume of his voice.

"Okay" Caboose respond cheerily with a dopey smile on his face.

Church sighed in relief.

"Thank you." Church said and then addressed the group. "Now, before anyone says anything else, can we please just get Sarge and sit down before we talk, because I rather we all be on the same page."

(A/N: I do plan to have this story to jump forward into Alien Force, I just want the Reds and Blues to have a few adventures with preteen Ben before that.)