A wrecking ball collided with a seemingly abandoned building in a city as the camera zoomed into the crane as the driver smiled as he brought the ball back as he smirked.

"Getting paid to smash stuff. You gotta love this job," he said.

He then brought the ball back and smashed it into the building again. However, from the hole that was left behind, a man with bluish skin and wearing ragged clothes stepped out and growled at the construction team. If that weren't disturbing enough, he had insects crawling all over him. His name was Clancy.

The leader of the construction team leader then signaled to the man driving the crane to stop once he spotted Clancy standing in the hole.

"Get out of our home."

The crane driver chuckled. "Yeah, well I hate to break it to you, pal. But this building's condemned by order of Councilwoman Liang."

"Yeah, so move it or lose it," the boss said, gesturing to his clipboard. "This place is coming down, like it or not."

Clancy's eyes shot open in anger as he shot his arms out and a swarm of wasps flew out from his sleeves and towards the construction team. The leader gasped and immediately headed for the hills. The crane driver, however, wasn't so lucky. He was completely surrounded by the wasps and they flew him back up to their master and glared.

The crane driver cried out in terror as the wasps swarmed around him, levitating him in the air. "Get these things off of me!"

"Well," Clancy said. "If you think we're bugging you now..."


Meanwhile, a getaway was happening as a man in a red car drove away with the Rust Bucket in hot pursuit as he glared at the RV in his rearview mirror and smirked.

"Oh, they'll never catch me."

Gwen sat in the passenger seat of the Rust Bucket as she looked out and saw the man and smiled.

"There he is?"

"Are you sure?" Max asked.

"Totally."

Upgrade, who was merged with a motorcycle, drove up and chased the man in the car as the scene cut to Battlefly waiting on a nearby rooftop as she waited with her headphones playing with her phone in a pocket as she sang along to the song playing as she nodded her head.

"Every time I,
Run into you, baby I
Go a little crazy inside
Tell myself I gotta breath
Try to get my heart to beat..."

She then heard a call going on her phone as she took it out and heard Gwen calling her.

"Jen here," Battlefly said.

"Jen, it's Gwen. The thief and Ben are headed straight for her. Look for a red Ferrari."

"On it," Battlefly reported as she hung up.

"Look out!" Upgrade shouted as he cut through the sidewalk to avoid the traffic while avoiding oncoming civilians. "One side! Coming through!"

He then got back onto the road in hot pursuit of the driver as he cut in front of a carrier truck as Upgrade got an idea and zoomed in on the ramp. He then lifted the front wheel of the motorcycle and got onto the ramp and drove ahead and jumped, once again in hot pursuit of the getaway car as the traffic light changed to yellow as the traffic stopped once the light turned red and a truck zoomed in on the intersecting road. Luckily, Upgrade ducked under the truck before correcting himself.

"Hey!" he shouted as the man gasped as Upgrade fired an energy beam which hit the trunk and sent the money inside flying out as Upgrade smirked (although you couldn't see it.)"Some people just can't hang onto their money."

Battlefly then spotted them coming up on her as she then sighed and flapped her wings and flew down to the street before she circled her hands and fired a medium-sized cyclone from her hands and blew the getaway car onto it's top and sending the driver flying out before she flew up and caught him before she set him down and cracked her knuckles before she gave him a swift punch to the jaw, knocking him unconscious before she set him up against the wall as she saw a young girl walk by her as she smiled kindly at her.

"You wouldn't happen to have a piece of paper on her, would you?"

The girl, shocked, reached into her backpack and brought out a notebook and pen and handed them to Battlefly, who wrote on a page before tearing it out and attaching it to the criminal, revealing that it said "Arrest Me."

"Let's just keep this our little secret, m'kay?"

The girl nodded as Battlefly sent her on her way before she heard the sirens of police cars approaching before she smiled.

"Gotta fly," she muttered before she flew away from the area to avoid being spotted.

Upgrade then drove by before he spotted an ice cream truck close to the wreckage and smiled to himself. "Well, we did just nab a bad guy." He then unmerged with the motorcycle and lifted the back of the truck up to reveal boxes of the delicious frozen treats. "Now we're talking!"


The man struggled as the cops detained him as he tried to explain his version of events.

"Look, I'm telling you. This motorcycle just drove up on its own with no driver. And there was this strange butterfly creature..."

The camera zoomed in to see Jen walking up with a smile to her cousin and grandfather with a smile as she held her hands in her pockets.

"I did my part, guys. I'd say today was a job well done."

"Where's Ben?" Max asked as Jen shrugged.

"He was there when I stopped the crook."

"Well," Gwen said, chipping in. "He just had a long chase and it's hot out, today." She then gestured to the motorcycle parked by the ice cream truck. "Your guess is as good as mine."

Max lifted the back of the truck to reveal Ben shivering cold surrounded by a few discarded popsicle wrappers with one of the popsicles in his hand. He looked absolutely miserable as his skin was deathly pale, his eyes were puffy and snot dripped from his nose.

Jen gasped at her brother's current state of being, clearly concerned for him.

"You okay?" Max asked before Ben sneezed and wiped his nose. "I'll take that as a 'no.'"


Jen stood at the stove, stirring a pot of soup as her grandfather and cousin stood by her brother's side as he was in bed with an ice pack on his head and a thermometer sticking out of his mouth, which beeped and Max took it out and looked at the signal.

"Well, 101. Sorry, Ben. It's official. You have a summer cold."

"Maybe from now on, you'll think twice before having snack time inside an ice cream truck," Gwen smired.

Ben inhaled as if ready to sneeze before he reached for a blue cloth and wiped his nose.

"Hey! That's my new blouse!"

"Maybe from now on, you'll think twice before leaving your clothes lying around," Ben told her as Jen dished the bowl into the soup.

"Luckily, I was always Mom's little helper in the kitchen," she said as she brought her twin the soup with a smile. "I know all of her favorite recipes by heart. One of which is chicken noodle soup."

"Thank you, sis," Ben smiled as Jen sighed.

"What am I going to do with you?" Jen asked as she looked to her grandfather. "I'm concerned for getting sick if I sleep close to him."

"I understand. You can sleep on the couch until his fever breaks."

Gwen was going through the medical supplies and taking them out. "Cold tablets, decongestant, cough suppressant, hospital mask."

Ben sat up and sighed. "I don't need all that junk."

"They're not for you, dweeb, they're for us," Gwen said as she stood by Jen.

"Sorry, bro. Once a bug like that gets out, there's no stopping it."

"Why don't you just lock me away in some closet until I'm better?" Ben asked.

Gwen gasped at the suggestion. "Can we Grandpa? Pretty please?"

"You're not locking my own flesh and blood in a closet, Gwen. Not while I'm still standing," Jen said.

Max stood up with a smile. "All Ben needs is a dose of my famous San Ju Yen Pien cold remedy. Let's go. Chinatown's just down the block."


In Chinatown, a celebration was going on in full swing as a parade led by a dragon dancer and a group of Asian characters passed by a drugstore that our heroes walked out of as Max held the cold remedy Ben needed in hand as he shrugged in disappointment.

"You know, it's so hard to find fresh potaigadon root anymore," he said. "It's all freeze-dried nowadays."

Ben coughed into his hand a few times. "Can I get a milkshake or something? My throat is killing me."

"Um, last I checked, it was frozen treats that got you into this mess in the first place, bro," Jen said.

"Besides, the stinkweed honey in the San Ju Yen Pien coats your entire esophageal area," Max said, handing Ben the container.

Ben unscrewed the cap and inhaled the stench from it and almost gagged from the powerful odor. "And that's a good thing?"

Jen caught a whiff of the remedy as it traveled to her nose and she held her throat as if she was being strangled and cried out in agony.

"Oh, that is so vile! It smells like a dead body!" she exclaimed.

"So where exactly did you learn how to make this stuff, Grandpa?" Gwen asked.

"I picked it up from a monk in Guangdong, China," her grandfather said, earning suspicious glances from all three of his grandchildren. "They have plumbing in China too, you know."

The group heard feedback from a loudspeaker as they drew their attention to Chinatown's own Councilwoman Liang speaking from a podium.

"Ladies and gentlemen," she said, unaware that a wasp flew onto the podium's microphone. "I want to thank all of you for your support of my downtown redevelopment program. It's truly a dream come true."

As she was speaking, more wasps flew overhead, catching the audience's attention as they all shot their attention to Clancy, who was flying on a swarm of wasps, prompting them all to run away, screaming as he glared at the councilwoman.

"Better make that a nightmare, councilwoman," he said angrily.

His eyes glowed green as he controlled the wasps, which dispersed overhead the audience, which caused them to run.

"Wasps!" Gwen exclaimed as they all tried in vain to swat them away as they all ran away from the are as Clancy turned his attention to Liang.

"You're not tearing down our apartment building! We won't let you!"

"You're the nutjob who wouldn't leave!" she realized.

"Nice to know we made an impression," he said as his eyes glowed and the wasps swarmed around Liang and carried her to Clancy.

"What are you doing?"

"Just bringing you home for dinner. You're the main course!"

Ben sniffed as he watched the action going on and wiped his nose as he activated the Omnitrix and glared. "This looks like a job for- ah... ah... ah-choo!" He sneezed before he slammed the core down, initiating the transformation in a flash of green light, transforming into Wildmutt, but something seemed different about him. His fur was a paler orange than normal and his gills seemed to be clogged with mucus. His lips and claws were tinted green as well.

Wildmutt growled and sneezed as the camera switched to his point of view, which showed a black screen with a few flecks of white. He looked around, confused, before he growled and shot off in a random direction before crashing into one of the fair's stands. He turned around and crashed into another stand and gagged and coughed again before he ran off.

"Has Ben gone rabid or what?" Gwen asked as the others looked on.

"Ben's cold must be affecting Wildmutt's sense of smell. With his schnoz clogged, he can't tell where he's going," he said.

"Okay, furball," Gwen shouted as she leaped on top of the alien dog. "I'm driving!"

She then pulled on his shoulders as he ran off and she struggled to hang on.

"Go left!" she said as he pulled in a bad directtion. "No, your other left!"

Jen shook her head before she activated her Omnitrix and slammed down the core in a flash of pink light.

Chlorophyll replaced the blood in her veins as a light green color trailed over her skin before shooting up to her eye as she clutched it shut and opened it to reveal it was replaced with a pink color with green sclera. Her clothes were replaced with a white, red and pink dress that seemed like it was made from flower petals as pink cuffs grew from her wrists and and a belt made from vines appeared on her waist along with the Omnitrix symbol and her hair morphed into a green flower bud as she struck a pose and the transformation finished as she glared.

"I can't think of anything better to deal with wasps than a flower," she said."Good thinking, Jen," Max said as Blossom Rose ran off to join the battle.

Gwen and Wildmutt dashed through the stands, avoiding the crowd as she dodged the battle. They ran on for awhile until Wildmutt crashed into a fireworks stand, knocking Gwen into the crates.

Gwen struggled to get the crates off her as it pressed down on her legs as the wasps continued to swarm. Unfortunately, they knocked down a lantern stand, causing the lanterns to crash. One of them caught fire, which led to a fallen banner, igniting it as it trailed toward Gwen.

"Help!" she shouted as she struggled to get the stand off of her.

The fire trailed towards her before lighting the wick to the fireworks as Blossom Rose gasped and shot her hand out and vines shot out of her fingers and wrapped around a barrel of wonton soup, which she then tossed at Gwen, extinguishing the wick, leaving Gwen soaked and covered in dumplings.

"Thanks, cuz," she said as Blossom Rose smiled at her and lifted the crate off her.

"I hope you don't mind chicken dumplings," she said as Blossom Rose noticed her brother running blindly as she looked at the wasps. "I gotta stop him before someone gets hurt."

She then sighed before she stomped her foot against the ground and some rather thick roots shot out of the ground and wrapped around her brother's feet, trapping him as she turned to him.

"Sorry bro, this is for your own good," she said as she looked to see the wasps carrying Clancy and Councilwoman Liang away before she turned to the wasps terrorizing the crowd as she sighed. "We'll deal with him later. But for now..."

She jumped up to the podium and spread her hands together and raised her hands as her pores released a cloud of vibrant smelling proudly as the wasps all turned blindly to her and swarmed around her before she smirked."Suckers," she said before she shot her hands to the sky again and released a cloud a pesticide from her pores that surrounded the wasps and they all dropped to the podium, dead as a doornail before the crowd zoomed up to her and applauded her as she smiled at them. "Once again, Blossom Rose saves the day."

She, Max and Gwen then looked to the absolutely miserable-looking Wildmutt as he pawed at the ground as Blossom Rose's expression suddenly changed as she felt extremely bad for her brother, knowing how much he made a fool of himself.


The Tennysons regrouped inside the Rust Bucket as they all looked to Ben who groaned as his joints were still sore from the crashes.

"Ouch! Oh man, just when I thought it couldn't get any worse."

"Here," Max said, handing him the medicine. "This will help."

Ben smelled it before gagging again as Jen looked from outside of the window as she shook her head. "Aw yuck!"

"I am not going in that vehicle as long as that medicine is present in there," Jen said to Max as he laid his phone down on the phone with the speaker on.

"Don't worry," Max said. "It smells worse than it tastes. Or is that the other way around?" He shrugged his shoulders as he sat by his grandson's side. "It's not just you I'm worried about. Seems like your bug has spread to all your aliens too. No telling how it'll affect them."

Ben winced as he drank down the medicine before he groaned once it was down the shoot. "That was so grim."

"Don't worry. After ten or so doses, you'll start to get used to it."

"Ugh," Ben groaned. "I don't know what's worse. The cold or the cure."

"Got it," Gwen said as she sat at her laptop as Jen walked into the RV and Max and Ben walked over to her.

"What is it?" Jen asked her cousin.

"Bug-Eye said something about knocking down his apartment building. Well the only apartment downtown left that's scheduled for demolition is at 8610 Chester St."

As she said this, Ben snuck the drawer next to the bed seat open and put the San Ju Yen Pien into it before closing it.

"What Grandpa doesn't know won't hurt him."


Meanwhile, at Clancy's apartment building, he was holding Councilwoman Liang prisoner as her body was swarmed by black widow spiders as she cringed in absolutely paralyzing fear.

"Please, don't hurt me," she begged Clancy.

"Black widows," he warned. "You shouldn't make any sudden moves. Our grandfather built this building. We grew up here," he said as he gestured to the thousands of bugs that were swarming around the walls of the building. "Just me and my little friends. They are the only ones who understand. And no one is evicting us."


The Rust Bucket pulled up to the apartment building as Gwen shrugged at the decrepit building. It was obvious that no one but Clancy had lived in this building for several years. Possibly decades. No wonder it had been scheduled for demolition.

"Nice place to visit, but I wouldn't want to live here," she said.

"Let's all stay together," Max said as the group walked inside of the building and they wandered through the halls as Jen lit her hands up in energy to create a light for them as Gwen used the flashlight app on her phone as they kept close to one another.

Ben grew nervous as he looked through a hole in the floor and glanced around as the wood creaked beneath their feet as Jen turned to her cousin with a nervous glance.

"Hey, Gwen. Remember back in New Orleans when we had to save those people from the haunted house?" she asked as Gwen nodded.

"I know what you mean. But I seriously doubt an evil sorcerer is going to come out of somewhere. And speaking of that place..."

"Oh no," Jen said. "I promised myself that I would only contact Scarlett if it was something we couldn't handle on our own. I'm only going to use her as an absolute last resort. We can take this guy, I swear."

The group continued their search and Jen grew nervous at the amount of insects crawling along the walls and rafters as they walked into a romo

Max looked at some news articles on a wall as his eyes widened once he saw one with the headline "Bugs Survive Nuclear Blast."

"They've got to be here somewhere."

Gwen then gagged once she saw a few roaches feasting on a wall of mold. "Something tells me we're getting close."

"Where's Ben?" Max said as they all looked around.

Suddenly, a large figure with four golden eyes and antennae lurked out, bathed in the shadows of the corner as it stepped toward them.

"Ah! Mega Bug!" Gwen shouted.

But Jen wasn't falling for it this time. "Okay, Ben. You can quit now."

The figure completely stepped out of the shadows to reveal Four Arms standing at the doorway with his hands positioned to mimic antennae as he smirked. His skin now had a bit of an orange tint due to Ben's cold.

"Ha ha. Very funny," Gwen said.

"I thought so," Four Arms said in a more nasally tone.

"Help!" they heard Councilwoman Liang shout from another room as they all looked to each other.

"That came from right above us," Max said.

"I'm on it," Four Arms said as he pushed and burst through the door frame and grabbed his family in three of his arms as Jen sniffed and almost puked when she saw his armpits had grown gross pockets filled with pus.

"It's your hives," Max said. "Your cold must have turned them into pus-filled pockets full of..."

"...pure putridness," Gwen said, fanning the stench away from her.

"I can't help it," Four Arms said. "I'm sick."

"You're telling me," Gwen remarked.

Four Arms leapt up high as he landed just a floor above them before setting Jen, Gwen and Max down as they saw the poor councilwoman being swarmed with black widow crawling all over her.

Max took a step toward her but she stopped him.

"Stop," she whispered. "Black widows."

"There's got to be some way to help her," Gwen said as Four Arms sniffled before sneezing and unleashing a huge amount of mucus which coated the councilwoman and blew the spiders off her.

"Thanks," she whimpered.

"Don't mention it," Four Arms wheezed as Max helped her up.

"You are trespassing," Clancy's voice sounded around them as they all shot their attention to him. His eyes started glowing again.

Suddenly, a swarm of cockroaches crawled towards the group before it formed a massive swam which knocked Four Arms several feet back.

Jen looked to Clancy and he hissed at her. "We will rule mankind."

"Not if I have anything to say about it," she said as her eyes started glowing pink and she surrounded her hands in energy as she glared at him. "You're not the only one with powers here, hillbilly!"

"Interesting," he observed as Jen looked to see Max face-to-face with the swarm of roaches surrounding Four Arms as she gasped.

"Grandpa, look out!" she shouted as her grandfather dodged the swarm as it punched through the floor.

Suddenly, a huge amount of white bugs started eating through the wooden floor at Gwen's feet.

"Termites!" she gasped as the floor caved in beneath her and left her dangling from the edge before she was saved by Councilwoman Liang, who stuck her hand out for her to grab.

"You want to be king?" Four Arms asked Clancy. "Get ready to meet crown!"

He then charged the buck maniac who then used his powers again as he summoned a swarm of red ants which surrounded the alien on all sides and crawled all over him as he gasped and started itching at them and hopping on one leg.

"Ants in my pants!"

He started itching all over as he lost control and started crashing into the walls, splintering the wood due to his brute strength as Jen got an idea.

"Hey, Councilwoman? You wanted this place demolished, right? Well consider us the wrecking crew!" She then fired an energy blast to another beam as she blasted away at the support beams as she glared. "We're taking this place down from the inside out! Not that it would've lasted more than two more months on its own anyway."

"You're destroying our home!" Clancy shouted as Four Arms crashed into the walls and Jen fired her energy beams at the supports as the building started rumbling. "No!" he shouted as he summoned his wasp swarm again and they surrounded him and flew him out of there.

"The whole place is coming down!" Gwen shouted.

"We have to get out of here," Councilwoman Liang said.

"There's no time. Everyone, huddle around me!" Jen said as they all huddled around her as her eyes glowed pink and she thrust her arms to the sky.

The camera zoomed to the outside of the building to reveal the entire apartment complex cave in on itself and crash down to the ground, completely destroyed. And in the center of the wreckage, the group stood completely unharmed as Jen's forcefield surrounded them all before Ben's Omnitrix timed out and he transformed back to human as Jen dispersed the forcefield.

"Thanks," Councilwoman Liang said as Jen smiled.

"Can you please pay me back by not telling anybody what you saw here?" she asked.

"Sure," she said as Ben sat up in the rubble and rubbed his head. "Ugh, it's a good thing I can't feel my head."

They heard a shuffling and looked head to see Clancy stand out of the rubble, looking absolutely livid before he looked down and saw a pile of dead insects at his feet. He gasped and reached down to pick them up. "No, no, no! You will all be sorry. We will exterminate the entire city!"

He raised his arms to the sky and summoned a massive amount of wasps to him as the group looked on in shock. There was enough wasps to cover them in a huge shadow. The wasps then formed a cyclone that consumed Clancy. When it dissipated, he was gone along with the wasps.

"This has been one weird day," Councilwoman Liang said as Gwen smirked.

"Welcome to our world."

"At least my hives are gone," Ben said, examining his body before Jen turned to the councilwoman.

"Where did that smelly four-armed guy go? I wanted to thank him?"

"We'll be sure to tell him. You know how to get home, right?"

The councilwoman nodded before turning her shoulder. "Thanks." She then left the area and left the destroyed apartment complex.

The Tennysons turned to each other as they immediately returned to business.

"So, where do you think Bug Brain wandered off to?" Ben asked as Max pondered and gazed out to a nuclear power plant on the top of the hill.

"There's only one way to exterminate an entire city."


The Rust Bucket drove down the road to get to the power plant.

Ben sat in the front seat of the RV and was shivering immensely as Jen looked from her seat, worried about him.

"Turn on the heat Grandpa, it's freezing in here."

"It's already on, Ben," Max said. "But you're shaking like an earthquake. Jen, get him another dose of my San Ju Yen Pien."

Ben gasped at that and immediately denied the suggestion. "No! I mean, I just finished it off. All gone. I'm sure it's going to be kicking in any minute now."

"Wow," Gwen said as she looked at her laptop. "Ants can lift ten times their own body length, grasshoppers can leap one hundred times their length and cockroaches can hold their breath for over an hour.

"We don't need their resumes," Jen said to her cousin. "We need to know how to squash them."

"Duh," Gwen remarked. "I'm saying that insects are tough little suckers. Short of another ice age or a tanker full of pesticide, looks like holding a bug barbecue is our best option."

"And I know just the chefs," Ben said as he dialed his Omnitrix and Jen did the same with hers.


The group walked down the halls of the power plant, keeping an eye out for Clancy or any insects lining the walls as Ben stood, shivering like crazy as they walked. Suddenly, an alarm started blaring through the building and a red light started flashing through the halls.

"What's happening? I take it that's bad?" Ben asked.

"No, Ben," Gwen deadpanned. "I'm sure that every time an alarm goes off in a nuclear plant, it's a good thing."

"Core temperature rising," the building's alarm stated. "Approaching critical."

"He must be fooling around with the reactor's controls," Max realized. "Let's go!"

They then ran, following the smoke that came from the reactor, only to find the controls and several computers smashed and sparking out.

"Core temperature critical. Meltdown imminent."

"All the controls are smashed," Max stated. "We'll have to shut it down manually."

"How do we do that?" Jen asked as they walked up to the computers.

"Just outside the reactor core, there's an emergency override system."

"Let me guess," Gwen smirked, leaning against a cabinet, unaware that a cockroach was crawling up next to her. "You learned about nuclear reacting from a monk in China." She then leaned her head and noticed the cockroach and gasped in surprise.

"Oh no," Jen said as Clancy walked in, bugs swarming all around him.

"Here for a front row seat?" he asked.

"Hey, news flash, bug boy," Ben said. "If this place goes nuclear, you're going to wind up blowing up right along with the rest of us."

"Oh, we don't think so," Clancy said as an entire hive of cockroaches swarmed out from his sleeves, shoes, pants, whatever and crawled all over his body, forming a bug armor if you will. "When the reactor goes super critical, we'll be snug as bugs in a rug."

"Of course!" Gwen realized. "Scientists believe that cockroaches are the only things that would survive the blast."

"So the guy's going to wear a bug suit to protect himself from the meltdown?" Ben asked as he walked up and dialed in his desired alien on the Omnitrix before slamming the core down and transforming into Heatblast. Only, his flames, which were supposed to be orange, were now an icy blue instead.

"Wait," Gwen said. "Something's weird about you."

"No time to diss me," Heatblast said. "You guys fix the reactor. Jen and me will take care of Bugsy."

"Going hero!" Jen said as she slammed her own core down and started her own transformation. She float in the air she spun around then curled up as her body got wrapped by multiple lava-like silks until she was conceal within the lava-theme pupa then changed to orange crystal form. The pupa start cracking then a long insectoid arm with three claws, spikes on the arm and coated with orange exoskeleton smashed of the pupa then her four long legs with long thin talons and finally her head, which she matured to a young woman with a light-orange exoskeleton and wore crown-like horns on her head, has C-cup breastbones, very large abdomen with light-like orb at the bottom tip and a pair of large skin-like wings and her body itself stretched into a more insect-like structure. Her clothes consisted of a one-piece pink and white bodysuit with wholes for the legs. She is now a humanoid firefly-like creature with the watch symbol on her forehead. She floated around gracefully as she open her eyes, revealing her black needle-like pupils with green sclera as she gave a elegant smile, threw a kick in the air, spun around and float gracefully as she finished her transformation.

"You wouldn't hurt a lady, would you?" Firefly asked with a smirk as she started hovering in the air.

"Jen, Firefly's a bug. He controls bugs, remember."

"Brother, I may be an insect," she said. "But I'm an insect with a human intellect. Much more advanced than the ones that cretin controls."

Heatblast rolled his eyes and then leaped forward before he was swatted away by Clancy.

Firefly then flew in and glared as she fired her heat ray from her abdomen at him, which caused him to stumble back as she blasted a few of the roaches off of Clancy's armor as she glared at him.

Gwen and Max ran out of the room to get to the reactor, but Clancy took notice of this.

"You cannot escape us."

He stuck his arm out and a swarm of hornets followed them.

"Don't worry, brother. I'll save them!" Firefly announced as she beat her wings rapidly and sped after the hornets as fast as her wings could carry her.

"That's it," Heatblast said, getting up. "Time to turn up the Heatblast around here!" He stuck his arms out before he sneezed and a gust of cold air came out with no fire. "Hey! What happened? You should be a bunch of briquettes by now." He then came to a realization as his eyes widened. "My cold! It froze my flames!"

Clancy smirked before laying the smack down on Ben.


Gwen and Max ran down the halls to the reactor when Max looked over his shoulder and saw the swarm of hornets following them.

"Uh oh. You know that old expression 'mean as a hornet?'"

"Meltdown in T-Minus five minutes."

They ran down to the end of the hall where they found a fire hose just as Firefly was rounding the corner. Max turned the valve and Gwen held the hose as it fired a large stream of water at the swarm before Firefly fired a stream of flames from her hands as the hornets all dropped dead to the floor.


Clancy tossed Heatblast around like a ragdoll as he hit the glass pane and groaned to the floor and held his hand up in surrender.

"Oh man. Maybe we can talk about this?"

Suddenly, a blue beam shot out of his hand and Clancy was frozen in the spot where it landed as Heatblast noticed this and smirked.

"Well what do you know?"


Firefly, Gwen and Max arrived at the reactor just below where Clancy and Ben were fighting as it flashed bright orange, clearly stating that it was going to go boom any second.

"Core temperature critical. Meltdown in T-Minus one minute."

Heatblast continued to fire his ice beams before breaking off one of Clancy's arms, which regenerated from the cockroaches before he tackled him out of the observation room and into the reactor chamber.

Max was working on the manual override controls as Firefly blasted the bugs away with her heat ray and Gwen swatted them with a broom as she started sweating.

"Grandpa, hurry up! We can't take much more of this!"

"I've always said that I wanted to be hotter," Firefly said as she looked at the reactor. "This isn't what I meant!"

"Meltdown in 30 seconds."

Suddenly, an ice beam froze all the bugs on the spot as Clancy crashed down and Heatblast swung down on the resulting stalagmite at his family.

"Somebody call for a hero?"

"I don't get it. Since when are you an instant ice cube maker?" Gwen asked.

"I guess for some aliens, getting a cold isn't just an expression," Heatblast smiled.

"I really don't want to find out what happens to my aliens when I get sick," Firefly said.

"I can't override," Max said. "All of the manual controls have overheated."

Clancy rushed at the group as they all looked to each other.

"Brother, look out!" Firefly shouted as Heatblast generated a blue sphere in his hands and tossed it at Clancy, freezing him on the spot.

"Core meltdown in 10..."

"Stand back! I've got an idea" Heatblast shouted.

"9...8...7...6...5...4...3...2..."

Heatblast fired his ice rays at the reactor, instantly causing the temperature to drop significantly and the room to fill up with steam due to the combination of the hot air combining with ice. The reactor froze over and the red light stopped flashing.

"Core temperature dropping. Returning to below critical limits."

"Alright!" Gwen cheered.

"Way to go, Ben!" Max said.

"I don't think even I would've had the courage to do that," Firefly said, slapping a hand on her brother's shoulder.

"Thanks," Heatblast said, shivering. "Could we get some hot chocolate or something?"


"The bad guy's on ice, the reactor's chilling and I think that steam knocked out the last of my cold," Ben said, his skin tones back to normal as Jen smiled at him and hugged him.

"And I can get back to hugging my brother without fear of getting his bug," she said.

"Don't you just love it when everything works out?" Max asked.

Gwen got a carton of milk out of the refrigerator when she spotted a roach crawl out from under it. She reeled her leg up to stomp it. "Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me."

Before she could step on it, she saw an inordinate amount of roaches crawl from the walls and door of the Rust Bucket as the twins stood up from their seats.

Max pulled over as the roaches completely swarmed the Rust Bucket and the door opened as Clancy, still covered in his roach armor, walked in and revealed his disgusting face to them.

"We didn't appreciate the cold shoulder you gave us back in the power plant."

Max tossed a punch at him, but he caught him and threw him back into the front of the RV as the kids glared as Gwen grabbed a fire extinguisher.

"I thought you turned Mr. Bug into a snow cone," Gwen asked as the twins dialed their Omnitrixes.

"He must have thawed out!" Ben said as they tapped the buttons, only to find out that the watches were still recharging.

"Oh man!" Jen groaned. "We're on our own." She then lit her hands up in pink energy as she glared and Gwen fired the extinguisher to blow the roaches away from her.

"Any ideas?" Ben asked.

"Not unless you have a six-foot candy bar to tempt them with!"

Ben then got an idea. "Nope. But I have the next best thing!" He ran for the medicine cabinet and grabbed the San Ju Yen Pien medicine, whose stench filled the RV as he smiled. "Come and get it!"

The roaches were instantly mesmerized by the smell of the vile medicine and instantly flew towards it, even the ones covering Clancy as he lost his strength and dropped Max from his grip.

"What's happening?" he asked.

"Come and get it!" Ben shouted as he tossed the medicine out the window and into the ocean, all of the bugs following it as Clancy gasped.

"No, stop!" he shouted before he turned to Max who glared at him. He chuckled innocently. "No hard feelings right?"

Max then sucker-punched him out of the door and into the street barrier as he groaned and fell unconscious.

"Good. That guy was really starting to bug me."

"I'm calling the police. I'll be right back," Max said as he went for the phone.

Gwen then inhaled hard before she sneezed. "Oh no."

"Hey, what do you know? Everything really did work out after all."


Next is the Season 1 Finale. And I promise all of you that I'm going to make it bigger and better than it was in the show. I'm even going to add a few new features to the Omnitrixes that are my own personal touch, with some inspiration from a certain other AU fiction on this archive.