Somewhere in the arid Texas desert, a certain unnamed company had been pumping oil for years, establishing an enormous field of pumps sucking black gold out of the ground at a considerable rate.

It had started off as just another day; the company workers had been out in the field trying to establish a new pump after another ran dry. They had been drilling underground when the one of the workers (apparently one who could see into the future) suddenly said, "Something's wrong!"

Immediately after his warning, the ground around the drill started to break up. The foreman shouted at his workers to run and everyone scattered lie cockroaches as the ground tremored and the cracks formed a spiderweb pattern around the new pump. The oil workers narrowly managed to jump to safety before the collapsed beneath them, taking the pump, the equipment, the trailer, and the boss's new expensive car with it. All that remained in the aftermath was a fifty-foot-wide hole with no visible bottom underneath the cloud of dust that floated into the air.

The workers recovered from the initial shock and moved closer to inspect the damage. But as they peered into the hole, they were knocked off their feet when a geyser of swirling fire suddenly erupted from the depths. The fire almost seemed alive – even had the face of some demonic entity with six horns. But just as quickly as it came, the flames disappeared without a trace. And in its wake, something fell out of the sky and landed at the foreman's feet, still smoking.

It looked like a mask representing some kind of demon. It was black with six horns, a green face with a red beard, and flame-like eyebrows….

Meanwhile, Enoch along with his new employee, the former Plumber Phillip Billings, stood atop a high plateau flanked by two of his subordinates. The high-ranking leader of the Forever Knights watched the oil workers pick up the mask through a set of binoculars and let out an amused chuckle.

"They finally found it," said Enoch. "Now we can begin…."


While all of this was going on, by sheer coincidence, the Rust Bucket had been parked on the side of the road only a hundred miles away from the site.

It was lunchtime and Max had once again made an unidentifiable meal for the children. Given their past experience with their grandfather's cooking, Ben and Gwen were initially skeptical about eating anything he made; Trixie ate without hesitation, blessed with the culinary palette of a million aliens. But after the first bite, they were curiously surprised. It was a little crunchy, but overall didn't taste that bad.

"Well, what do you think?" asked Max, smiling proudly. "Bet you never tasted anything like that before."

"Mmm…what's the crunchy stuff?" said Ben curiously.

"Dung beetles," Max answered.

The kids' reactions were to be expected: Ben and Gwen shared looks of abject horror before leaning over the seat and spitting out everything that hadn't made its ay to their stomachs. Trixie just gave them a blank stare, shaking her head disappointedly, and kept on eating.

"What? Too spicy?" said Max, somehow mistranslating their reactions. "You'll get used to it."

The Tennyson cousins thanked whatever god existed that lunch was cut short by a sharp alarm that screeched throughout the Rust Bucket. One of the overhead cupboards opened and lowered a monitor between Ben and Gwen, almost pushing them out of their seats, and turned towards Max with an image on the screen. Trixie, who was sitting beside Max, leaned over curiously while still chewing an caught a glimpse of the demonic mask.

"No…it can't be…," Max murmured.

"Grandpa, what is it?" asked Ben, sounding worried.

"The Mask of Aku," said Max in a seriously tone, showing the screen to his grandchildren. "It's the key to the most powerful weapon every created."

And for whatever reason, that was all Max had to say before he suddenly stood up, dashed to the driver's seat, and shot the Rust Bucket down the highway before the kids had a chance to brace themselves. By the time the kids picked themselves up, they were barreling down the highway almost fifty miles above the speed limit, crossing the boarder into Texas in the blink of an eye.

It would be about twenty minutes into their drive before Grandpa Max continued his story, completely at random without prompting.

"The Mask of Aku is the guide to the Sword of the Immortal Samurai," he said. "The Plumbers searched for it for decades without any luck.

"The Immortal Samurai?" Trixie repeated with a raised brow. "I've never heard of any aliens like that?"

"Not alien, Japanese," said Max. "Long ago in a distant land, Aku, the shapeshifting master of darkness, unleashed an unspeakable evil. But a brave samurai warrior wielding a magic sword stepped forth to oppose him. When the final blow was struck, the samurai tore Aku's soul from his flesh, and plunged it into the Earth, where his evil was lost. But in his final moments, Aku cursed the samurai to live forever."

"That doesn't sound so bad," said Ben carelessly. "Who wouldn't want to live forever."

"Are you really that stupid?" Gwen scoffed. "You might live forever, but everyone else would die. Your friends, your family, everything you know and love would just fade away while you're trapped for all of eternity."

"Oh…," said Ben, deflating. "I didn't think about that."

"Still," Trixie chimed in, "possessing a sword capable of killing a shapeshifting demon would be useful to have."

"This is no toy, Trixie!" Max snapped, making the human Omnitrix jump back. "Whoever possesses that sword could potentially release Aku from his prison and unleash ten thousand years of darkness! I cannot – and will not – let it fall into the wrong hands!"

Trixie and the Tennyson cousins shared looks of bewilderment behind the retired Plumber's back.


One hour-long drive later and the Rust Bucket was parked outside the fenced area of the oil drilling company. And just like everywhere else they visited over the summer, there was an unrealistic lack of security.

"Bet they're keeping it in the basement," said Max. "Ben, you go alien and sneak in, then open the side door for us."

"Sneak in?" said Ben questionably. "Don't you mean break in?"

"Ben, I don't have time to explain how important it is to get the mask," Max said with a frightening stern tone. "Now can I count on you or not?"

"…You know you can, grandpa," said Ben carefully, taken aback by Max's sharp leer.

Max gave him a long piercing loo before he stood up and exited the Rust Bucket, leaving the kids dumbfounded by his rapid change in personality.

"What's with grandpa?" asked Ben. "He's so…intense."

"Cut him some slack, will you?" Trixie retorted. "He's trying to save the world."

"This reminds me of when we were trying to run away from Vilgax," Gwen noted skeptically. "But…different. It's not like he's scared, more like…you remember back in Washington how obsessed Ben was with getting that Sumo Slammers card?

"You're saying Maxwell is obsessed with the sword?" asked Trixie.

"I'm saying he's not being upfront with us," said Gwen, crossing her arms. "Then again, what else is new?

That didn't reassure Ben in the least. But nevertheless, he reluctantly primed the Omnitrix and cycled through the options. His first thought was to go Gray Matter and sneak in through the pipes, but based on Trixie's experience with Howell, he decided he'd rather not pop up in someone's toilet, especially if they might be using it. So he turned the dial to Buzzshock and slammed it down.

One transformation sequence later, a bundle of living electricity was grinning maniacally on the table.

"Back in a flash!" Buzzshock shrieked shrilly.

The Nosedeenian dematerialized into a currently of electricity, diving into the Rust Bucket's computer and exiting through the rooftop satellite. He then bounced onto the nearby powerline and rode the wires into the buildings. As they watched Ben through the window, Gwen turned on her grandfather.

"I know Ben can be a major doofus," she said, frowning, "but don't you think you were a little – "

"Now you're just kids," Max interjected. "I don't expect you to understand."

"Just like you didn't expect us to understand your Plumber secret?" said Gwen, leering. "Or Vilgax? Or the Omnitrix?"

"I'm not getting into this with you, Gwen!" Max returned sharply.

"Why didn't I go with Benjamin?" Trixie groaned at her own shortsightedness.


Inside the facility, a bolt of lightning escaped from one of the overhead lights in the hallway and materialized Buzzshock's physical body on the ground.

"That is never not cool," Buzzshock giggled wildly. "I wonder if I did the same things with my video games, I'd let me play for real. I'll have to try that someday."

Unfortunately, it turned out he wasn't alone in the corridor. From one end of the hallway, a snarling guard dog stepped out of one of the offices. Another appeared around the corner behind him, bending low to the floor ready to pounce. And Buzzshock, for his part, didn't any thoughts of running. Even as the vicious Dobermans charged at him from both sides, the Nosedeenian only looked back and forth between them in amusement.

When they finally jumped Buzzshock, the battery-shaped hero pointed his fingers at them both and gave them a quick shock. Not enough to harm them; it was more like static. But it was enough to make the mutts recoil and run away, whimpering with their tails between their legs.

"Heh, stupid dogs," Buzzshock giggled. "Now I know why Eustace says it all the time."

With them out of the way, Buzzshock zipped down corridor. It took a few minutes before he found the side door like Max had instructed, but when he removed the latch and threw the doors open, Max, Gwen, and Trixie were standing outside waiting for him (and still not a single human guard in sight.)

"Ta-dah!" Buzzshock shrieked with jazz hands.

"It's about time," said Max impatiently, bumping past his grandson without any acknowledgement.

"That was rude," Gwen commented.

"Come on, let's get inside before the guards find us," said Trixie.

"What guards?" retorted Buzzshock.

The children entered the building and shut the door behind them, not realizing that there was someone following close behind them….


Max took point leading the Tennysons down to the lower levels of the building. His entire demeanor was one of a man on a mission from the way he carried himself, not even sparing a glance back at the children as they power walked to keep up with the elderly man.

"Have you ever seen grandpa this serious?" Gwen whispered to Ben.

"Yeah, back when Vilgax nearly wasted us," said Buzzshock. "You think this Aku guy is really that bad?"

"Maxwell certainly seems to think so," Trixie joined the conversation.

They climbed several flights of stairs before they finally reached the lowest level of the building. Even though there were several unmarked doors on either side of the corridor, Max seemed to know that what they were looking for was in the third door on the left. Besides a water heater and some empty cupboard, there was a massive steel safe in the back of the room.

"It has to be in here," said Max.

"But how do we open it?" asked Trixie.

"Let me give it a shot," Gwen offered.

The redheaded girl stepped forward and reached for the dial while her Lucky Charm necklace lit up at the same time. Gwen grabbed the dial and turned it with all her strength, letting it spin out of control before the dial flew off the door and clattered on the floor. There was a loud rumble and a click, then the safe door partially opened on its own.

"Well, that's luck if I ever saw it," Trixie acknowledged.

Max once again rudely pushed his grandchild out of the way without an apology and threw open the safe door, peering inside.

"Beautiful, isn't it?" said Max as he finally laid his eyes upon the demonic mask.

"Uh…well…not exactly…," Buzzshock murmured awkwardly.

"Over forty years of searching," said Max, slowly cradling the mask in his hands as if it were made of glass, "and now – finally – you're – "

"Same old Max Tennyson," a familiar voice called out from the darkness. "Even after retirement, you just couldn't let go of that old legend. It's so sad, I could cry."

The Tennysons turned around as the room echoed with the sound of clattering metal. When the new intruders stepped out into the light, The Tennysons genuinely gasped in surprise. Not only was Max's old partner, Phil, not incarcerated, but he was standing side-by-side with Enoch and two Forever Knights.

"Phil? I thought he was in jail!" Gwen gapped.

"What're you doing with those Forever jerkwads, Phil?" Buzzshock questioned the Ex-Plumber.

"After you ruined my business and had me arrested," Phil said bitterly, "Enoch approached me with an offer; one I would I have to be foolish to pass up. Not only do I not go to jail, but I also get the chance to take down my old buddy Max and his snot-nosed kids."

"We simply couldn't ignore a kindred spirit," said Enoch, "especially when they possess burning hatred that left our sect without a castle and destroyed much of the alien technology we had toiled for years to acquire."

"Whatever happened, you brought upon yourselves," said Max defiantly.

"Aren't we the feisty sewer rat?" said Enoch tauntingly. "I'd love to chat about old times, but I'm late for holding the world at my mercy. So…about that mask…."

"Over my dead body," said Max seriously.

"I was so hoping you would say that," said Enoch amusingly. "My new squire could use the exercise. Isn't that right, Fina?"

"Fina?" Trixie repeated curiously.

Enoch and Phil went silently, but there was a hint of malevolent amusement as they simultaneously stepped aside and allowed an unnoticed fifth member of their part step forward. Two things caught the Tennyson's by surprise:

One, Enoch's new squire was a little girl – a child no older than the Tennyson cousins. Garbed in the matching armor of the Forever Knights, she had cocoa-brown skin, golden-blonde hair with black strip that reached to her shoulders, and piercing amethyst-purple eyes.

But the second and most shocking part was –

"You're…me?" Trixie murmured, stunned beyond word.

"No, I'm Infinitrix," the clone named Fina responded coldly.

"How…?" Gwen gapped.

"With all the alien technology we've collected over the years, this shouldn't come as much if a surprise," said Enoch amusingly. "Though we failed out primary objective in our last encounter, we prepared an alternative plan. Instead of capturing the Omnitrix, we simply create our own, thanks to the blood sample Trixie so generously provided.

"But I cannot take all the credit," he continued, facing Phil. "It was thanks to our mutual friend Phil's that we were able to reach this point. His time with the Plumbers gave him the knowledge to turn what would have taken years to complete into only a couple weeks."

"It was my honor, believe me," said Phil with a gracious bow. "It's not a perfect copy, as you can see, but we made sure to keep all the best part."

"So what?" Buzzshock scoffed. "They make clones in superhero comics all the time. Everyone knows the copy doesn't compare to the original."

"Is that right?" said Fina, leering.

"Try whatever you want at us, Enoch," Max challenged. "You'll never get your hands on the mask."

"Oh, you mean…this mask?" said Enoch mockingly, pulling the Mask of Aku from behind his back.

"What the…?" Max gasped, looking down and realizing they were empty. His hands clenched into fists and bull rushed the Forever Knights. "Why you…."

"Grandpa, wait!" Gwen cried, to no avail.

Max charged at Enoch with his hands poised to wring his neck. Fina stepped between them (her eyes glinted briefly) and drove her fist into Max's gut. The punch not only threw Max off his feet, but launched him to the back of the room where he hit the wall and collapsed on the floor.

"Grandpa!" shrieked Buzzshock, glaring at Fina. "You're gonna pay for that!"

Buzzshock shot like a bolt of lightning at the clone, but Fina (her eyes glinted again) suddenly zipped out of sight before the Nosedeenian hit the ground. Buzzshock looked around in obvious confusion when Fina zoomed up behind him and tapped the alien on the shoulder to get his attention. Buzzshock only had a chance to turn around before Fina pelted him with a flurry of punches you would expect to see in an anime. With the Nosedeenian disoriented, Fina kicked him in the stomach and threw him on the ground next to Max.

"Benjamin!" screamed Trixie. She then looked back at Fina, who was leering at her 'doner' coldly. "Accessing – "

Fina's eyes glinted against before they shot a pair of purple lasers that hit Trixie squarely in the chest. The human Omnitrix could feel her entire nervous system seizing up and causing her to collapse on the floor. Trixie recognized the paralyzing lasers – they were Jetray's neuroshock blasts.

"She can switch between aliens without changing," Trixie grimaced. "How…?"

"I told you we kept the best parts," Phil boasted. "From the offset, our main priority was to match the wireless signal the Omnitrix uses to transform into all those aliens while Fina's physical form was secondary. We couldn't mimic the molecular reconstruction feature, but Fina was still able to replicate the abilities of each alien. And without that pesky transforming function, she can switch between aliens without needing to cool down like the Omnitrix."

"I must say, your experiment has gone above and beyond my expectations, Phil," Enoch complimented. "I see a promotion in your future."

"Watching Max and his kids suffer is reward enough for me," said Phil, smiling devilishly.

"Gwendolyn, do something…," said Trixie.

"Like what?" asked Gwen, who looked absolutely terrified of the clone.

"Use that lucky magic of yours," said Trixie.

"There's a limit to how much luck can help," said Gwen.

"As amusing as this has been," said Enoch, holding the Mask of Aku tauntingly for Max to see, "we have a prior engagement. Come, Fina."

The Infinitrix looked down at the original Omnitrix human with a look of disappointment before walking away behind Enoch. As the Forever Knights started to leave, Max caught his second wind and picked himself up. With the Mask of Aku in his sights, Max bounced to his feet and charged the enemy again. Unfortunately, Fina saw him as she exited the room (her eyes glinted again) and exhaled a deep breath at the base of the door. A thick layer of ice formed at the ground and rose up until the door was completely sealed. Max tried pounding his fist on the ice wall, but that obviously didn't work.

"Have fun, Max," said Phil, waving mockingly through the clear ice. "We'll send you pictures when we find the sword."

"Phil, you get back here!" Max shouted, fruitlessly beating against the ice. "I won't let you get your hands on that sword, you hear me?! Phil!"

"Is it just me…," said Buzzshock woozily, "or did we just get our butts kicked?

"It defiantly wasn't just you," said Gwen.

"I never thought they would be able to create something with just a small sample of my DNA," Trixie groaned, weakly rising to her knees. "If only I could remember the Master Control function…."

"We don't have time to wait," said Max impagtiently. "Phil and the Forever Knights are escaping with the mask. Ben, see if you can cut them off."

"On it," said Buzzshock. He dematerialized into electrical energy, shot into the overhead light, and followed the wires out of the room.

"Trixie, turn into a Pyronite and melt this ice," Max demanded.

"She's still pretty out of it," said Gwen, helping her green-haired friend find steady foot. "She was hit pretty hard – "

"NOW!"

The girls jumped back, startled by Max's outburst. They exchanged concerned glances before Trixie reluctantly stepped up.

"Accessing Pyronite sequence…."


On the surface level, Enoch and his crew exited the building (which was still lacking any traces of security) with the Mask of Aku securely in his hand and Fina dutifully walking by his side. Another single Forever Knight was waiting for them, standing behind a fancy-looking limousine.

"I think that went rather well, don't you?" said Phil enthusiastically.

"Don't be complacent just yet, Mr. Billings," said Enoch. "We're not finished just yet."

Right as the words left Enoch's mouth, a bolt of lightning jumped out from a nearby telephone wire and landed in front of the Forever Knight, materializing into Buzzshock.

"All right, Forever geeks, hand over the mask, or prepare for a – " Unfortunately, the Omnitrix chose that precise moment to beep and explode in a burst of red light, reverting Ben back to his helpless human form. " – helping of butt kicking."

It took a few seconds for Ben to realize he wasn't a Nosedeenian anymore, giving the scary-looking knights his best smile with a sheepish grin.

Enoch was unamused. He snapped his fingers and his two followers surged forward, picking the boy off the ground by his arms. Despite his protests, the soldiers carried Ben to a dumpster with an overwhelmingly nauseating smell, tossed him inside, and dropped the lid on his head.

"That was an incredible waste of time," Fina remarked.

"Come along, Fina," Enoch ordered. "We have much to do before the day is done."

Enoch, Phil, and Fina climbed into the limo and took off by the time Ben pushed the dumpster lid open. The wielder of the Omnitrix groaned, removing an oil-stained banana peel that was clinging to the side of his face.

"Ugh…I hate it when this happens…," he groaned.

Moments later, the back door flew open and Max shoulder charged out of the building, followed shortly behind by Trixie and Gwen. The retired Plumber took a quick survey of the area. Between the limo driving away past the horizon and his grandson sitting in trash, Max was able to put the pieces together.

"We don't have time to fool around, Ben," Max scolded him. "Get back to the RV."

"Who's fooling around…?" said Ben, frowning.


"We went through a lot of effort just to collect some ridiculous mask," Fina commented, sitting across from Enoch next to Phil with her arms crossed impatiently. Another key difference that Enoch and Phil noticed about there little clone was that while Trixie barely understood human emotions, Fina was very expressive and opinionated, most commonly annoyance. But as long as she did her job, she was free to express whatever feelings she like, Enoch thought.

"But the payoff will be well worth it, little one," said Enoch kindly, almost like an understanding father figure. "Just have a little patience. You'll have your fun soon enough."

"Maybe sooner than you think," Phil added, leaning close to the window.

Enoch and Fina looked through the back window and saw a familiar beat-up RV blazing down the highway, slowly catch in up to them.

Max's foot was practically on the floor, pushing the Rust Bucket at dangerous speeds that the kids felt safer in the back of the RV than with their grandfather up front. He accessed the hidden panel on the dashboard and pushed the button that converted the front bumper into a battering ram. The retired Plumber didn't even consider the safety of the passengers of either vehicle before he slammed into the bac of Enoch's car, nearly causing it to drive off the road.

"Has your old partner always been this psychotic?" Fina asked Phil.

"Trust me, you haven't even seen the worst of it, kid," said the former Plumber.

Enoch grumbled in annoyance and tapped several buttons on the wall-mounted computer next to him.

The Rust Bucket bumped the back of Enoch's car again until the trunk of the vehicle opened up to reveal an automated saw blade (because why not; common sense left the building a long time ago.) The buzzsaw scrapped against the Rust Bucket's bumper, threatening to tear through, until Max reluctantly retracted the battering ram.

"Come on, Ben, do something," Gwen asked her cousin desperately. "Rath? Pesky Dust? Anything?"

"I've been trying for the past five minutes!" Ben complained, making a show of pressing the activation button with no response. "The stupid watch is still in cooldown mode."

"We don't have time to wait for the watch to start working again," said Max sternly. "This is a job for a Plumber."

Max pressed another button on the dashboard ("Auto-driver engaged") and left the driver's seat, heading to the back of the RV. He ignored the children's strange stares and locked himself in the bathroom, confusing the kids further.

"I guess when you got to go, you got to go," said Trixie, shrugging.

But while Max was doing who knows what on the toilet (and quite honestly, no one wanted to know), Enoch's car managed to swerve out of the way of the Rust Bucket's bumper. The decelerated until they were driving behind the RV. Enoch opened the sunroof and two of his soldiers climbed to the roof before jumping over to the Rust Bucket. Fina tried to follow them, but Enoch touched her shoulder keep her seated.

"Not you, Fina," he said. "You should conserve your strength for the task ahead."

"Typically," Fina scoffed, crossing her arms moodily and leaning back in her seat. "Why do the henchmen get to have all the fun?"

Enoch sighed; he was not looking forward to puberty.

Back inside the Rust Bucket, Ben was still trying in vain to activate the Omnitrix.

"Come, work," Ben complained, pushing the button until his finger hurt.

"Give it up, Benjamin," said Trixie. "You have as much of a chance of forcing the cooldown as Gwen has at winning at winning a popularity contest."

"Hey!" yelled Gwen.

The bathroom door opened again and Max came out wearing a Plumber uniform like the one Phil had worn during their last encounter, though Max's suit looed visibly strained around the middle.

"Uh, grandpa, what's with the fashion show?" asked Ben.

"It's my Plumber suit," said Max, moving toward the door. "Been saving it for the right time. Like now."

The retired Plumber checked the windows and spotted Enoch's car driving alongside the Rust Bucket. Max opened the door facing Enoch and reached into his pouches for a pair of magnetic paddles. He jumped out and Trixie stared at the open door.

"Did he just leave us on our own?" she asked.

Max landed on the roof of the limo, holding himself in place with the magnetic paddles. He peeked into the open sunroof and spotted the mask…resting on the seat between Fina and Phil.

"Hey, Max," Phil greeted his ex-partner casually. "How're the kids doing?"

Max glared at his former partner and reached inside to grab him by the collar, but Fina intercepted and held the retired Plumber by his wrist. The child was incredibly strong and threatened to break his wrist. But that was the least of Max's concerns as Enoch unsheathed his laser sword and stabbed it through the roof, missing the old man's head by inches. Enoch pulled back and tried again, forcing Max to roll to the side to avoid the blade.

"Grandpa!" Gwen cried, watching her grandfather roll away from the third stab. "We have to help him!"

"I think we have our own problems," Ben remarked as they heard something pounding against the Rust Bucket's roof.

While one of Enoch's soldiers was smashing his way through the roof with an electrified mace, the other flipped off the edge and flew in through the open door. His closet target was Trixie, who had started to say, "Accessing – " until the knight slapped his hand over her mouth and slammed her down on the table, pinning her with his forearm at her throat.

"Hands off, creep!" Gwen shouted furiously as her Lucky Charm glowed.

The little redhead ran up and delivered a flying kick to the knight's face, throwing him off Trixie and causing him to stumble back. At the same time, Enoch's car collided with the Rust Bucket, causing it to briefly swerve off the road. The collision caused the cupboard doors to open and a collection of pots and pans fell out. One pot fell on the side of the Forever Knight's head and knocked him out of the open door, leaving him tumbling on the open road.

Luckily, his armor protected him from the fall and the Forever Knight got back to his feet, but there was no chance he was catching up to the now. He then realized he had fallen under a sign that they were thirty miles away from the boarder of Mexico….

"You okay?" Gwen asked Trixie, concerned.

"I'll live," said Trixie. "Nice job, by the way."

"Heh, just lucky, I guess," said Gwen jokingly.

But it was too early to celebrate just yet. The Forever Knight on the finally smashed his way through the paneling. With the Omnitrix still in cooldown, Ben looked around for a tool he could use. What he found was the emergency fire extinguisher used for Heatblast related emergencies. The Forever Knight poked his head in through the hole and Ben blasted him with a face full of foam. The Forever Knight stumbled around, his mask completely covered, and inadvertently tripped over the edge of the roof, rolling off the side of the road.

"Well, that was anticlimactic," Trixie commented.

Back over on Enoch's car, Max was still dodging the leader's laser sword while being held in Fina's grip. After a while, Max finally had the idea to place his magnetic paddle on the metal part of Enoch's sword, locking it into place. While Enoch struggled to reclaim his weapon, Max pulled out what looked like a taser from his pouch and jammed it into Fina's wrist. The child pulled her hand back with a hiss, giving Max the chance to reach inside and grab the Mask of Aku before Phil could react.

Max's ex-partner stood up out of the sunroof with a laser pistol in hand, but Max kicked it out of Phil's hand onto the side of the road. Max then jumped back to the Rust Bucket just as Fina and Enoch cramped themselves together through the sunroof. The retired Plumber saluted them tauntingly before closing the door on their faces.

"Got it!" Max announced to the kids.

"That went rather well," said Fina sarcastically.

"Silence!" Enoch snapped.

While his partners argued, Phil looked ahead and noticed a storage truck heading down the road on a collision course with the Rust Bucket. Max spotted the oncoming truck as well as he returned to the driver's seat and shouted for the kids to hold on to something; Ben hesitantly buckled himself in the passenger's seat while Trixie and Gwen held on to the table.

Against all common sense, Max activated the Rust Bucket's thrusters that shot them faster towards the oncoming truck. It could only be descried as a miracle that Max was able to turn the wheel just in time to avoid a collision, but still managed to scrap the RV's side rather bad. With the danger in front passed, Max activated another feature in the Rust Bucket that dropped a load of spikes in the path of Enoch's limo. Needless to say, the tire of Enoch's car was destroyed and the Forever Knights were driven off the road.

Inside the vehicle, Enoch shoved Fina (who had fallen upside down in his lap) off and rolled down the window, leering at the Rust Bucket's bumper before it disappeared down the road.

"Told you I should've gone," said Fina.

"You will be silent or you will get no dinner!" Enoch snapped like a strict father.

"Jokes on you," said Fina defiantly. "I sneak out to Burger Barn every night anyway because your cooking sucks."

Enoch groaned and facepalmed himself.


Somewhere down the road, the Rust Bucket had finally broken down a half-hour later after sustaining the damage it did during the battle with the Forever Knights. Max had tried repairing the RV, but his frustration was getting worse with as time went on, as apparent by the way he chucked a wrench over twenty feet after his latest failure.

"This is metric!" Max snapped. "I said I needed a half-inch wrench!"

"Well, sorry I'm not a mechanic!" Gwen snapped back.

Ben and Trixie had wisely put some distance between themselves and the Rust Bucket, not wanting to get involved in their latest dispute.

"Gwendolyn has been like that for a while," said Trixie, "but have you noticed that Maxwell has been out of sorts since we were notified about the mask?"

"Yeah, it's like he's a completely different person," said Ben, who had been holding onto said mask since they stopped. "I hope things can go back to normal when we finally find the sword."

"At the rate this is going, I'm not so sure," said Trixie, watching the Plumber and his granddaughter escalate into a screaming match.

Ben frowned and tried to distract himself by looking through the eyeholes of the Mask of Aku. The motion seemed to trigger something within the mask as the eyes suddenly light up.

"Uh, grandpa!" Ben called uncertainly.

"Not now, Ben!" shouted Max.

"I think you're gonna want to see this!" said Ben insistently.

Max and Gwen pulled away from their argument long enough to see the Mask project a hologram of an ancient temple (and nobody questioned how a thousand-year-old mask had the technology advanced enough to do such a thing.)

"What is that?" asked wen curiously.

"It's an ancient Mayan temple just sixty miles south of here," said Max seriously. "That must be where the Sword of the Immortal Samurai is hidden."

"But that doesn't make any sense," Trixie pointed out. "Why would an ancient Japanese sword be hidden in an ancient Mayan temple – "

"We need to beat them there!" said Max, completely ignoring Trixie's logical point.

"And apparently I'm talking to myself," Trixie grumbled


The Tennyson's (illegally) flew over the border into the Mexican jungle via Jetray Air. Trixie was carrying Gwen on her back while Jetray as forced to carry the much large and heavier Max underneath. Jetray had pleaded for them to switch midflight, but Trixie (conveniently) couldn't hear him over the wind rushing in her ears.

"Ben, can't you go any faster?" Max complained.

"Gah…I'm sorry, grandpa," Jetray grunted. "I'm not used to flying with…big passengers."

"Look, over there!" Gwen cried, pointing ahead. Just a few miles away, they could see the peak of a large stone temple. That had to be the temple in the map! They found it! Though t did seem a little…odd, in Trixie's opinion, that an ancient temple looked surprisingly well maintained, free of any plant grown or deterioration.

"We're almost there," Jetray sounded relieved. "Just a little – uh oh!"

The Tennyson luck reared its ugly head again as Jetray's Omnitrix emblem beeped and flashed. Trixie and Gwen only noticed when a red explosion nearly blinded them, and Ben and Max fell out of the sky, collapsing in the trees below. Trixie did a quick U-turn and flew to the ground where Ben and Max were picking up off the ground.

Ben spat out a mouthful of leaves and groaned, "I have got to work on those emergency landings."

"You think this is a joke, Ben?" Max scolded him. "Now we have to walk the rest of the way to the temple. And by the time we get there, Enoch will already have the sword."

"I'm sorry, grandpa," said Ben. "I – "

"Ben doesn't have to apologize for anything," said Gwen defensively, glaring at her grandfather. "We wouldn't even be in this mess if it wasn't for you."

Max scowled and walked away, saying, "Come on, if we hurry, we might make it in time."

The retired Plumber didn't give the children a chance to respond, threatening to leave them behind if they didn't follow. Gwen crossed her arms, sneering, but reluctantly pursued Max. Ben and Trixie, on the other hand, exchanged concerned looks, wondering how things had gotten so out of hand.

It was a twenty-minute walk through the dense jungle before they finally made it to the based of the Mayan temple. Just as she first suspected when she saw it in the distance, the temple showed no signs of its apparent age. If anything, it looked brand new. But how would that be possible, she wondered.

"We're in luck," said Max. "Enoch and his crew aren't here yet. They must not have had the chance to catch a look at the map."

"This just seems a little too easy, don't you think?" Gwen commented.

"What part?" asked Ben sarcastically. "The highspeed chase down the freeway, or the crash landing on the way here?"

"You know what I mean," said Gwen. "I just don't like it."

"Well, like it or not, we need to get inside before the Forever Knight show up," said Max sternly. "Come on."

Max charged in ahead and climbed the stone steps. Gwen and Trixie followed, albeit reluctantly, but Ben paused when he heard something in the brush behind him. The Omnitrix wielder looked back. Although he couldn't see anything, the standing hairs on the back of his neck felt like someone was watching him. He searched the area for a few more seconds before going after his family, although he did look bac once or twice.

" – always a secret entrance to these temples," Ben heard his grandfather say when he joined them at the top step. "But where is it…?"

While Max started feeling around the wall for some hidden button or lever, Ben was the only one who noticed the eyes of the Mask of Aku lighting up. He snatched it off his grandfather's belt without him noticing and rested the mask on his face.

"Benjamin, what are you doing?" Trixie asked, catching everyone's attention.

"If this thing could show us how to get this far…," said Ben, "maybe it can show us how to get in."

Through the green-colored lenses of the mask, Ben scanned the wall until he noticed something that stood out. A single brick was glowing. He briefly took off the mask and checked again, but everything looked exactly the same. Ben put the mask back on and pushed the glowing brick, which slid into the wall without resistance. There was loud rumble and the sound of ears in motion as the wall suddenly split open in front of them, revealing a dark corridor.

"Nice work," Gwen complimented her cousin.

"Aw, it was nothing," said Ben proudly.

But Max had nothing to say to his grandson and just marched in ahead. Gwen noticed and glared harder at his back.

"The sword would be kept at the center of the temple at the lowest floor," said Max. "There should be some stairs nearby."

"Stairs?" Ben complained. "Aw man, where's the express elevator when you really need it?"

As they moved deeper into the passageway, the darkness quickly overwhelmed them until they couldn't even see past their noses. Fortunately, Max had the sense to carry a torch with him, which lit up the corridor in a fiery glow. But once everything came into sight, Ben realized too late that he was standing on the edge of a steep drop. As he went over the edge, Max sprang into action and threw himself out to grab Ben by the ankle. The retired Plumber nearly fell off himself, but Gwen and Trixie were able to grab his belt at the last second, struggling to hold on to his immense weight.

But after a few moments of panic, everyone was pulled safely back to level ground. Ben was breathing heavy, his heart going a thousand miles a minute.

"Phew, that was close," said Max, sighing in relief…before brushing past Ben and grabbing the Mask of Aku. "Almost lost the mask."

Gwen's stared at her grandfather, horrified, and screamed, "Are you serious?! Ben almost died and you're worried about that stupid mask?!"

But Max seemed to have tuned her out. He had located a set of stairs winding around the temple walls and started to climb down. Gwen's hands balled into fists and gritted her teeth, then pursued her grandfather with the intention of giving him a piece of her mind.

"…Okay, this is way beyond obsession now," said Trixie.

"Once he gets that sword, he'll be himself again, right?" asked Ben, worried.

Unfortunately, the best answer she could come up with was shrugging her shoulders. Trixie didn't want to say it, but at this point, even if she and Ben forgave him in the end, Max and Gwen's relationship was certainly dead….


They wandered down the spiraling staircase for what seemed like miles. They took it slow at first, fearful they might trigger booby traps, but after ten flights of stairs with not collapsing roofs, poison tipped spears, hidden flamethrowers, and giant stone balls, all the apprehension left them. Trixie voiced her concern for the lack of traps, as well as the surprisingly stable structure of a supposedly ancient temple, but no one other than Ben would give her any attention.

They eventually reached the bottom of the stairs when Max suddenly took off, forcing the children to stick close behind since he was the only one with a torch. The cause for his excitement was giant stone door carved with a resemblance to the Mask of Aku. And in front of the door was a pedestal with an impression that matched the shape of the mask perfectly.

Max practically shoved the torch into Trixie's hands as he approached the pedestal with the mask in hand.

"Finally, after all these years….," Max murmured.

In reverence, the retired Plumer inserted the mask into the pedestal and stepped back. The eyes of the wall carving glowed similar to the mask before a golden ray of light flashed behind the stone. The wall split in half and slid in opposite directions, unveiling a hidden chamber behind it.

Inside the chamber was a miniature pyramid with a long flight of steps leading to the top. At the peak of the pyramid was black-polished wooden stand marked with a golden diamond emblem. The stand held a simple-looking sword holstered in a polished black scabbard.

"Magnificent…," Max said in awe, snatching up the torch from Trixie and stepping inside. "After forty years of searching, the Sword of the Immortal Samurai is finally within reach."

"Great, you found the dumb thing," Gwen huffed. "So what are you planning to do with it now that you have it?"

"Our priority is to keep it from falling into the wrong hands," said Max seriously. "I know a few Plumber bases that could – "

"You mean the Plumber bases that Phil would also know about?" Gwen retorted.

"Uh, well…," Max stuttered, surprised that Gwen reminded him of that little detail.

"You didn't think this through, did you?" said Gwen exasperatedly.

"Just give me a moment," said Max.

"Hey, Trixie, you okay?" Ben asked, being the only one to notice the human Omnitrix staring up at the sword suspiciously.

"Don't you think there's something…off about this whole adventure?" said Trixie.

"Like what?" Ben questioned.

"First was the Mask of Aku," Trixie answered. "It's supposed to be an ancient Japanese artifact, so how did it end up in an oil field on the opposite side of the world? How would ancient craftsman have been able to install holographic technology in a mask when it was only invented in the recent decade? And why would a Japanese sword be in a Mayan temple? Those two cultures have nothing to do with each other. Plus, the temple itself looks fairly new and completely lacks any sort of traps that would normally fend of graverobbers."

"Whoa, slow down, Trixie!" said Ben, forcing her to take a breath. "What're you trying to say?"

"I'm saying, this has to be a – "

She was cut off when a blur of motion tackled her from the side and slammed her into the far wall. Ben, Gwen, and Max all gasped as they watched their friend collapse on the ground, groaning weakly but still conscious. And standing over her with a smug grin was the human Infinitrix, Fina.

"It's that girl from Forever Knights!" cried Gwen. "How did she find us?"

"We didn't find you. You were the ones who found us."

The Tennysons nearly gave themselves whiplash when they turned around so fast. To Max's befuddlement, Enoch, Phil, and two Forever Knights climbed up to the top of the pyramid from the back side.

"Hey there, partner, what took you so long?" said Phil mockingly.

"I don't understand," said Max. "How did you get in here without the Mask of Aku?"

"I believe that is the least of your concerns," said Enoch. "Fina, it's time for round two."

"Finally," said Fina impatiently.

She kicked Trixie in the gut and threw her aside. Ben gritted his teeth furiously, charging up to Fina while activating his newly recharged Omnitrix.

"Nobody hurts my friends and gets away with it!" shouted Ben.

He slammed down the Omnitrix's dial and transformed into Rath after a hasty transformation sequence. Fina's eyes glimmered again before she threw out her hands and blasted a column of flames at the Appoplexian. Rath effortlessly jumps over the fire, leaping towards Fina with his hands folded over his head. Fina blasted him with another fireball while he was unable to dodge in midair, but Rath tanked the blow and slammed his fists down on the Infinitrix. Fina narrowly managed to roll out of the way before Rath smashed the floor, but the Appolexian followed up with a quick arm swipe. Fina (her eyes glimmered again) raised her arms over her face to absorb the blow (apparently possessing Diamondhead's durability), but she still slid bac by ten feet.

"Let me tell you something, Fina the Infinitrix!" Rath shouted. "Rath is gonna – "

"Rath is gonna shut his fat mouth and fight!" Fina interrupted.

"…Wow, okay, rude," said Rath, feeling strangely insulted.

While the battle between Rath and Fina raged, Gwen and Max watched from the sidelines.

"We gotta help Ben," said Gwen worriedly.

"Ben can take care of himself," Max insisted. "We need to grab the sword before Enoch gets away with it."

"But – "

But Max had already charged his way up the pyramid, which, to Gwen, was the final straw. Instead of backing up her grandfather, she pivoted on her heels and raced over to join the fight.

Speaking of, Fina launched herself into Rath's gut, knocking the wind out of the Appoplexian, and slammed him into the back wall. Rath shook off the momentary disorientation and attempted to restrain Fina in a bear hug. But Fina ducked under his bulking arms and (her eyes flashed again) started throwing rapid-fire punches into Rath's chest with strength equivalent to the Appoplexian himself. After twenty-three consecutive punches, Rath collapsed to his hands and knees, coughing harshly as he tried to catch his breath.

Fina's eyes glimmered again as she generated a current of electricity around her fist, pulling it bac for the final blow. That was until Gwen suddenly jumped in at the last moment and kicked Fina across the face, causing her to stumble. The redhead followed up with a spinning kick that knocked Fina off her feet and sent flying, landing facedown on the ground.

"Ben, are you all right?" Gwen asked concerned, helping the Appoplexian to his feet.

"Ugh…let's me tell you something, Gwen Tennyson," Rath groaned, lacking his usual over-the-top howling. "You have the most perfect timing. Rath hates to say this, but Rath is getting his butt kicked."

"I could tell," said Gwen, who noticed Fina rising to her feet, brushing off Gwen's kick like it was nothing. "Ooh, I wish grandpa was here to help us."

"Where is he anyway?" asked Rath.

"Where else?" Gwen scoffed. "Going after that stupid sword."

Fina's eyes glimmered again and she dashed across the room in the blink of an eye –

Meanwhile, Max climbed the stairs of the pyramid where Enoch, Phil, and the Forever Knights were waiting for him.

Max launched a grapnel line from his glove that pulled him straight to the top of the pyramid. Enoch casually stepped aside, but Phil was shoulder tackled by his former partner, which sent him tumbled back down the stairs all the way to the bottom. One of Enoch's soldiers swung his laser sword at Max's back, but Max sidestepped the swing and punched the soldier off the pyramid. Enoch's second henchman was preparing to make his move, but Max whipped out a handful of metal balls and tossed them at the soldier's feet, which exploded on the ground and threw the soldier off with the rest of them.

Now the only people left on the top were Max and Enoch.

"It's over, Enoch," said Max firmly. "The Sword of the Immortal Samurai will never be yours."

"You are quite right," said Enoch nonchalantly, surprising Max. "It is clear to me now that I stand no chance against an experienced warrior such as yourself. By all means, take the sword. You've earned it."

"…What kind of trick are you trying to pull?" Max questioned suspiciously.

"You'll find out soon enough," said Enoch smugly.

Max glared at the golden masked knight, wondering what trick he had up his sleeve. But the temptation of obtaining the Sword of the Immortal Samurai – the ultimate weapon he had spent forty years of his life tracking down – was too great to resist. So, quick as a flash, Max grabbed the sword –

Crinkle, crinkle~

"What?" gasped Max. He stared, dumbfounded, as the sword seemed to crumple in his hands. After a moment of examination, he realized it was – "Paper-mâché?"

Enoch suddenly exploded with laughter, saying, "Glorious! Simply glorious! If only you could see the look on your face! I must be sure to compliment Mr. Billings on his handcrafts!"

Practically foaming at the mouth, Max threw away the fake sword and grabbed Enoch by the collar, lifting him off the ground.

"Where is it, Enoch?!" Max demanded. "Where is the real sword?!"

"There is no Sword of the Immortal Samurai, you old fool," said Enoch calmly. "It was all an elaborate ruse."

"What?" Max said in disbelief.

"Unlike you, I was never interested in searching for the ultimate weapon," said Enoch malevolently. "Because I already had it. From the moment Fina first awaken, she had already surpassed all of my wildest expectation. In her first training session, she had defeated my best warriors with little effort. But she wasn't satisfied, and neither was I. She required a real challenge. And I knew the perfect adversaries to test her again.

"The difficult part was tracking you down, since you were constantly on the move. That's when Mr. Billings remembered your obsession with the Sword of the Immortal Samurai. We set up everything to create the perfect little adventure for you: the mask, the temple, the sword – all without you ever questioned the most illogical points."

"I – told – you!" Trixie shouted from below, leaning against the wall to prop herself up.

"Everything went even better than I could have hoped for," said Enoch wickedly. "And now, my child will finish off yours."

As if waiting for its cue, a blinding flash of red light exploded at the bottom of the pyramid, drawing Max's attention away from Enoch. At the base of the structure, Gwen and Ben (now reverted to his human form) were thrown against the stairs nursing a pair of matching bruises on their faces. Fina towered over them, sporting a bloody nose and missing a sleeve, but still stood the victor this round. Fina's eyes flashed again and a spike made of ice formed around her right hand.

"Game over, nerds," Fina taunted, raising the spike above her head.

"NO!" Max screamed hysterically.

The retired Plumber threw Enoch over his shoulder, sending the masked leader tumbling down the stairs and landing next to Phil. Without a moment's hesitation, Max launched himself off the pyramid and activated the secret rocket function in his boots, catapulting himself at insane speeds. Fina didn't have time to react before Max swooped in from the side and nailed her with a double fist strike to the chest. The human Infinitrix was launched across the room, slamming into the wall, and collapsing on the ground. Fina started to pick herself up, glaring spitefully at the Tennysons, when Trixie ran in and kicked her clone in the face, finally knocking her out.

"It's so surreal to kick myself," said Trixie.

"Are you kids all right?" Max asked the trio, visibly worried.

"We've been better," Ben admitted with a grimace.

"Not that you care," Gwen spat.

"Not the time, Gwendolyn," Trixie grumbled.

"She's right," said Max seriously. "We need to get out of here before they catch their second wind. Come on!"

The Tennysons immediately turned and fled out the chamber door, running back down the dark passageway they came from. Not long after they left, Enoch and Phil recovered from their respective falls, groaned from the soreness their bodies were experiencing.

"Should we go after them?" asked Phil.

"There's no point; we already got what we wanted," said Enoch calmly. As he walked around the pyramid, his Forever soldiers approached him, one of them carrying the unconscious Fina in his arms. Enoch gently brushed a stray hair out of his squire's face. "Fina performed Excellently. The field trial was a complete success. And besides, as long as the Tennysons are running free, there's always a chance of them unlocking new aliens, which means more power for Fina.

"Everything is going perfectly…."


Somehow, the Tennysons had managed to make it out the fake temple in one piece. Once outside, they conveniently discovered a helicopter hidden in the brush – Max surmised it was used by the Enoch's gang to reach the temple before they did. And wouldn't you know it, Max just happened to be an expert pilot.

So the Tennyson's "commandeered" the helicopter and flew off over the Mexican jungle, on their way back to where they left the Rust Bucket sitting on the side of the road. Sadly, no one felt too cheerful to say anything. The knowledge that this entire adventure had been orchestrated by Enoch and they had nothing to show for it filled them with an overwhelming sense of defeat.

After ten minutes of awkward silence, Max tried to lighten the mood by saying, "Well, I could go for bowl of dung beetle stew. It's even better reheated, you know."

"I wouldn't mind a bowl," said Trixie, trying to put on a brave face.

"I'm sorry about the sword, grandpa," said Ben. "I know you were really looking forward to finding it."

"No, I'm the one who's sorry, Ben," Max said apologetically. "I put you all in harms way over a fairy tale that might not even be real. I'll never forgive myself for putting you all in danger."

"Well, that makes two of us," said Gwen harshly, crossing her arms.

"Gwen – " Ben started.

"No, this needs to be said, Ben!" said wen sharply. "First, he was keeping secrets from us that almost got us killed by Vilgax! Then there was his old partner, Phil, who – surprise, surprise – is now working with the Forever knight and made a clone of Trixie! And today we almost died a dozen times because you were obsessed with that stupid sword! This is the straw that broke the camel's back! I'm getting off this crazy ride for good!"

"What're you saying, Gwen?" asked Ben, fearing swelling up in his chest.

"I'm saying I'm done with this summer road trip," said Gwen. "I'm going home."


When making Fina, I knew I couldn't make her an exact clone of Trixe – both because that would be boring and the Forever Knights wouldn't have the technology or knowledge to replicate the strange circumstance behind Trixie's origin (which will be revealed in the future.) So instead, I made Fina able to piggyback on the same signal as Ben and Trixie and replicate the aliens' powers without the transformation. Without needing the change, Fina is essentially a living Master Control, making her one of the most difficult enemies in Ben's rouge gallery.

Next chapter: Lucky Charm(caster)