Just south of Bellwood, a young girl was pounding on what looked to be a mansion with a teary-eyed look to her face.

"Let me in!" she cried. "Please. I need to see you."

The porch light flickered on and she stepped back as the doors to the mansion opened and she smiled... just as a sharp-toothed tentacle-like protrusion came shooting out at her.


Meanwhile, a group of friends talked with each other, not a care in the world.

"So, I'll meet you guys at the library after dinner," one of them said. "About 7:30 good for you?"

"You'd better. If I don't get a B on my mid-"

They gasped and parted when they saw the girl from earlier walk towards them, her skin now pale as a sheet and completely devoid of energy and walking like a zombie down the street.


Meanwhile in Bellwood outside of the general store, Kevin and Becky stood by Kevin's car as Kevin drank a smooth and Allison started tuning up her bike as Ben and Jen sat down on the sidewalk, replaying the holo-viewer over and over.

"You two can't go it alone. By now, you're probably meeting some of the other Plumber's kids. But you have to find more. You need to put together a team."

"We need to put together a team," Jen said as she put her hands on her chin as her brother sat next to her.

"But who knows how many other Plumber's kids there are?" Ben asked. "We have Alan and Jess, but we need to find more."

Kevin, Becky and Allison stood by helpless to their situation.

"You think we should be worried about them?" Kevin asked. "They have been watching that thing for hours."

"Being heroes mean the world to them," Allison said. "And the fate of the world and the grandpa, everything they love is at stake here."

Becky nudged Kevin with a smile.

"So..." she said. "Are you going to ask my sister out or what?"

"Huh?" Kevin asked, stumbling back at the sudden question.

"You heard me, Kev. The six of us spend all of our time together and you obviously like her a lot," she said. "Even she knows it. She's not stupid."

"Yeah, little bro," Allison smirked, walking up. "It's more than obvious. We all see you mooning at her when you think she's not looking."

"Mooning?" Kevin asked.

"And she likes you," Becky said, jabbing his shoulder. "Most of the time. She wants to ask you out. We talk about it a lot before we go to bed."

"See, Becky? That's the problem. The guy does the asking."

"When?"

"Don't push me."

"Don't push me," Becky mocked as Gwen walked over to the group.

"What are we talking about here?"

"Oh, you know. Just us rambling."

"This is getting us nowhere, bro," Jen said as she stood up from the walk.

"You know, guys, my dog used to gnaw at the same spot on his butt over and over," Kevin said as the twins walked over to the rest of the team. "The veterinarians put a cone around his neck."

"Hey, easy does it," Ben said. "And we're just weary of finding these Plumbers' kids."

"And we're just worried about you guys," Allison said. "You want to go fight some aliens or something?"

"Or something meaning?" Jen asked. "Can we see your Plumber's badge?"

Kevin pulled out the badge and placed it in Ben's hand. He activated it and showed a series of green blips all throughout the Bellwood area.

"Each of these blips represents the location of another badge," Ben explained.

"Yep," Kevin said.

"And where there's a Plumber's badge, we'll find a Plumber. Or at least a Plumber's kid," Jen finished.

"Come on," Becky said as they all went into Kevin's car. "You're driving."

Kevin looked to see Gwen leaning against a pole, twirling her red hair as Allison got onto her bike and revved it up.

"You coming, Gwen?"

"Right behind you," Gwen said as she got off the pole and into the car.

"Let's do this."


The car drove down the highway with Allison driving behind it as Gwen sighed in the backseat with her sister and cousin next to her with Ben in the front seat looking at the map from the badge.

"Plumber, Plumber, Plumber," Gwen said with a sigh. "You guys ever notice that if you say a word enough times, it loses its meaning?"

"I know, right, sis?" Becky asked with a faux surprised look. "Like a chance to ask someone out? Every time that chance comes along, it has less and less of a meaning until you have no more chance at all."

Kevin twitched in anger at the girl talk behind him as Jen sighed and looked out the window. "Oh for crying out loud."

"Are you guys having a fight?" Ben asked.

"What about you, Jen? You had any major crushes lately?" Gwen asked.

"Not really," Jen said. "I'm just waiting for that one special guy to come along. See me as a great girl to be with and who loves me for me. Not because I'm a super hero."

"Don't worry. He'll come. They always do," Gwen said. "Hey Kevin? Did we ever tell you when Ben had a crush on a girl who turned out to be a lesbian?"


Down the highway into the town which turned into busy traffic, a young African American girl walked down the sidewalk, stepping awkwardly with no sense of direction and she stepped into the road as the honking cars passed by.

A large truck got into her path and the driver gasped and gave a sharp turn left, which caused the truck to suddenly swerve and fall over, damaging the supports of the bridge that was just ahead.

On said bridge, Kevin's car and Allison's bike pulled up just to see the crash happen and they all got out to see the bridge start to crack and crumble down as they activated their suits.

Kevin and Matter Girl looked down to see the unconscious truck driver in the car that was on fire and about to reach him, not that he would notice.

The others looked to see the bridge about to cave in as Omni-Green turned to his sister and cousin.

"Jen, Gwen!"

A yellow car went off and Omni-Pink and Lucky Girl both created energy platforms beneath their feet before sending out an energy platform that caused the car to slide harmlessly down to the road.

Omni-Green wiped his brow as he looked to see the bridge continue to crumble as the drivers got out of their cars and started to walk towards the safe part of the bridge, only for a thud to happen.

"It's caving in!" Huntress gasped as she saw the civilians start to struggle to stay on the bridge.

"Quickly!" Omni-Pink said as she created an energy slide for the civilians to slide down to the main highway.

Seeing the bridge start to give way, Omni-Green slammed down the Omnitrix core to turn into...

"Humungosaur!"

He then leaped down, got under the bridge and grew to 60 ft. to try to keep the bridge upright.

Kevin absorbed the metal from the truck below and ripped off the door as his sister helped the driver by holding him over her shoulders.

"Guys, get everyone down!" Humungousaur begged. "I can't hold this much longer!"

As they continued to slide down the mana slide, Huntress took a look and saw the girl from earlier still wander into the oncoming traffic.

"The girl!"

"Ben, Jen!" Matter Girl shouted.

"Kind of busy here!" Omni-Pink said as she kept the slide going.

That was when a young man with blonde hair and blue eyes wearing a coat and brown pants came flying down in a golden aura and swiped the girl out of the traffic just as an oncoming car came by and onto the sidewalk as the car swerved to a stop after making a sharp turn.

The Omni-Team looked up in awe at the young man before them as the last civilian came down the slide and the truck completely engulfed itself in flames as Lucky Girl turned to Humungousaur.

"That's everybody. You can let go now."

Humungousaur shrunk down, letting the bridge crumble to the ground below as he timed out and everyone regrouped below.

Meanwhile, the girl gasped as the young man comforted her and she looked to the Omni-Team.

"I have to get out of here! I was running and I-"

"It's okay, Trina. You're safe now. These guys saved you."

"Us? No way," Huntress said, shaking her head. "We saved everyone else."

"Your friend's the one that saved you," Omni-Green smiled. "He's just being modest."

"Whoever you guys are, whatever you are, thanks. Something strange has been happening to the girls at our school lately."

"Well, we're glad to help," Omni-Pink said. "We made a good team out there."

That was when Omni-Green looked to the young man's belt and saw the familiar symbol.

"You have a Plumber's badge."

"Yeah, my dad gave it to me. You guys know about the Plumbers?"

"At this point, we may as well be them," Matter Girl said as she nudged her brother who showed his badge.

"I'm Ben Tennyson. This is my sister Jen, our good friend Allison, her brother Kevin, and our cousins Gwen and Becky."

"Wait. Ben and Jen as in Ben and Jen Tennyson? The Omni-Twins? I am a huge fan of your work from five years ago. But I heard you guys disappeared."

He shook Jen's hand, and to her degree, she felt a slight shock of energy run down her spine as she shook, followed by shaking her brother's hand.

"I'm Mike Morningstar."

He then shook Kevin's hand and then, the rest of the girls, who felt the same shock of energy that Jen felt.

"Oh," Lucky Girl said.

"Sorry, that's never happened before."

"Maybe it's because we both have powers?" Jen suggested.

"That's a theory," Mike smiled as Jen shook her hand from the sparks.

"Anyway, now that we all know each other," Kevin said, impatiently as Mike helped Trina from the ground.

"I'd better make sure that Trina gets home safely. But after that, we could meet up at my place to talk."

"I could make something for us for dinner," Allison suddenly piped up as Mike smiled.

"That would be nice."

"Sounds good," Ben said.

"I'm in," Jen said.

"Sure," Becky and Gwen said.

"Whatever," Kevin shrugged. "Can't wait."

Mike walked over to Trina, picked her up and then flew her back home with his golden aura surrounding him as the girls, especially Jen and Gwen, blushed at him as he flew away before Ally slapped herself in the face to get herself focused.

"What am I thinking? Focus, Ally. You do not find people attractive that way. You are a tomboy!"

The camera zoomed into Trina's arm that had an eight pointed star surrounded by a brown circle.


"Shut up!" Becky said as they walked around Mike's mansion in total awe.

"My mom and her new husband live in the main house. They leave me alone, let me do what I want."

"Cool," Ben said as they looked at all of the machinery surrounding them.

"After you," Mike said as Gwen and Jen blushed hard and stepped forwards into the room as the boys, plus to a lesser extent Allison and Becky, jaw dropped at him as he walked in.

The door then closed on Kevin's nose as he was the last one in.

"Ow! Nice one," he glared.

"Whoa," Jen said, looking around. "What is all this stuff? I want this for my room."

"This is just some of my dad's Plumber gear. I brought it over from his headquarters," Mike explained. "I could take you girls there later if you want."

"We'd all like to see it," Allison said with a nod.

"It'd make my day," Kevin glared.

"Here, Jen. Let me show you something," he said, taking the heroine's arm and leading her over to his computer, that showed a bunch of maps and meters on the screen. "I'm patched into the central Plumber's monitoring network. It's connected to everything: global and interplanetary internet, earthbound law enforcement frequencies, oh, and of course the badge communicator channel."

"Come again?" Becky asked.

"Oh, come on. You guys did know that the badges function as communicators, didn't you?"

"Actually, no," Ben said.

"So you keep an eye on things with this stuff and you use your powers to help people?" Gwen asked.

"Cool. You're like your neighborhood's very own superhero," Jen smiled.

"I guess so. Even so, I'm nothing compared to the likes of you guys, the L-Crew or the Miraculous Team. I'm just one guy, I have nothing on you."

"You know what I'm thinking?" Ben asked, nudging his sister as she nodded, a hot blush forming on her cheeks as Allison noticed as well, a smaller blush on her cheeks before she took deep breaths, trying to fight these feelings inside her.

"I do," Jen said.

"I know what I'm thinking," Kevin growled as the twins approached Mike.

"You should join our team, Mike," Ben said.

"Really?" Allison asked as she put her hand on Ben's shoulder. "He's kind of new. Don't you think we should, I don't know, get to know this guy a little more?"

"What's to know?" Jen asked.

"Do you want him on the team because you like him?" Becky said to her.

"No!" Jen said, shaking her hands. "He's got the powers, he's got the gear."

"He's got a sparkly trail when he flies," Kevin added.

"And it's what Grandpa Max told us to do," Ben finished as he approached Mike. "Our Grandpa Max was a Plumber. He disappeared recently looking into this big alien conspiracy going on with Earth caught in the middle. The six of us are trying to find him so we can stop whatever this is."

"Do you wanna help?" Gwen asked with a raised eyebrow and a blush.

"I'd love to."

That was when the lights in the room started flickering and the computers and screens rendered static.

"What's the matter?" Kevin asked. "Forgot to pay your electric bill?"

"The electricity's been a little incompatible lately. No worries. My backup generator kicked in."

"Backup generator?" Allison asked. "This guy has everything... maybe a little too much so."

Ben looked at the screen and his eyes widened as the pie-chart like scale started to fluctuate.

"This isn't any ordinary power surge. Look at this spike in power usage at the local power sub station. The energy drain is enormous. Too enormous to be anything human."

"Really?" Mike asked, looking at the scales.

"You did say that something strange was happening with the girls in town," Becky said. "I think this qualifies as such."

"If you need to check it out, Mike, we can help you."

"Thanks," Mike said. "We should probably check it out."

As the group walked off, Jen saw a spot of brown on her right arm and gasped to see the star symbol before she ducked into a corner and waved her left hand over it.

"Procidat Deceptionem."

The star symbol shimmered and faded from view as she hurried after them.

Gwen looked on her arm and noticed the same symbol on left arm and she gasped before pulling her sleeves down to hide it before running for the rest of the group.


After suiting up, the group made their way to the local power plant, walking through carefully with Mike taking the lead.

Omni-Green generated a green energy blade from his arm to cut the chains, only to find that the gate was unlocked.

"Okay..." he said. "Not good."

"Stay sharp, guys," Huntress said. "Whoever caused that power surge is still here."

Matter Girl glared forward, only to see her vision start to blur for a few seconds and she shrugged it off as she followed from the rear.

They went through the plant's generators, hearing a buzzing sound from the electricity as Mike smirked.

"Sounds like the buzzing sound you hear in old monster movies."

"Any time you hear a sound and your only reference is monster movies, that's a good cue to run," Kevin said.

"Rule of thumb," Matter Girl smiled. "I like that, bro."

The group turned a corner and gasped when they saw a girl standing between two generators and the electricity surged through her and she shot her eyes to the group, looking quite zombie like.

The girl shot forwards and growled at our heroes before running forward, ripping a generator off its hinges and tossing it towards the group.

Lucky Girl created a shield in front of her that blocked the generator as the zombie girl walked forward... right as several more zombie girls came from out of the shadows and advanced towards the group as Omni-Pink's eyes widened and she noticed they were all wearing the same white collared shirts and black skirts with tons of black and white star symbols on their arms.

"Zombies," she said. "Okay, I'll admit, that's a new one."

"They're all wearing uniforms from my school but I don't recognize them at all."

The girls ripped some poles out of the ground and tried to use them as weapons, only for Mike to shoot out golden blasts of energy outwards that sent the zombie girls flying back.

"Energy bolts, nice," Omni-Green smirked.

"I've seen two girls that do that better," Huntress said as she suddenly felt wobbly on her legs for some reason.

"Don't hurt them. Maybe we can reverse this... whatever it is," Mike suggested as the ombie girls rushed forwards with their poles, attacking Matter Girl and Kevin as Matter Girl grabbed her hand and flipped her over as she absorbed a bit of electricity from the generators and blasted it at the girls.

"Try not to hurt them?" she asked.

"What about us?" Kevin shouted as Mike flew in the air and Lucky Girl brought up a shield as the Omni-Twins blasted out their pink and green energy bolts from their gauntlets.

However, as the battle went on, Omni-Green noticed his sister getting a little bit sloppy in her execution towards the battle, which was completely unlike her. She seemed to be slacking a little as she blasted out her energy blasts before she ducked from a pole and sliced upwards with her energy blade that generated from her wrist.

Huntress reached into her belt and flicked out her bow and aimed an arrow towards a zombie girl precariously and then she groaned as she felt a dizzy spell go over her and blasted the arrow, which just nicked a zombie in the shirt and stuck her to a metal generator as she dodged a swipe from another and kicked her to the curb with a groan.

Kevin absorbed the metal from a generator and blocked a zombie's strike towards him before blowing her back with an uppercut to the jaw and then kicked outwards, knocking her back. He looked towards her sister and noticed her dodging blows as well before she punched a zombie in the gut with some hesitation as she looked towards Mike and blushed briefly before slapping herself in the face.

"Get it together. What is wrong with me?" she told herself.

Omni-Green dodged a blow that a girl gave into the generator door, sticking in. She then pulled the wires out, sending out a surge of electricity. He then adjusted the dial on his Omnitrix and slammed the core down.

He transformed into an alien made of extremely durable crystal. His body is overall purple, with several dark lines and spots. His hands and face are magenta, and he also sports six magenta shards on his back, two on his chest, and one on the top of his head that resembles a horn. His face consists of a mouth and one large green eye at the center.

"Chromastone!" he shouted as he ran forwards as the zombie girl slammed the cable into him and he just absorbed the electricity into his body . "That's not going to work. I'm a conductor!"

He redirected the lightning back at her and she groaned out, dazed.

Mike flew through the sky, blasting out golden beams of energy to the zombie girls as Omni-Pink and Lucky girl sent out an energy grip to the remaining girls, holding them in the air before the energy suddenly turned black and shattered.

Out of energy, the two girls groaned and fell to the ground and Mike caught them as the others walked over.

"Are you alright?"

Kevin growled out as Matter Girl looked at her arm, unsure as the girls smiled up at him.

"What's wrong with my sister?" Huntress asked.

"I don't know. I felt weak for a second," Lucky Girl stated.

"But we feel better now," Omni-Pink stated.

"Here. You two take my hands. Use my energy."

He then gave out his golden aura to the girls, charging them up as the zombie girls ran at them with a growl.

The two girls then shouted out and gave out a massive amount of energy bolts that slammed into the zombies, sending them flying back to the ground.

"That felt good."

Mike looked up and fired an energy bolt to the pipes above the girls, loosening them as Huntress fired an arrow to the pipes, sending them crashing down onto the girls, blocking their path as they ran away in fear.

"Nice going, bro! They're getting away!" Kevin said.

"Sorry," Mike said as Chromastone walked over and transformed back.

"It's okay. We all make mistakes," Allison said. "It's part of being human."

"She's right," Becky said, giving herself a kick in the butt to get focused from what was going on. "The important thing is that we stopped them from doing... whatever it is they were doing."

"We'll get better as we work together more," Ben said.

Mike looked down on Gwen and Jen, blushing as they walked over.

"We do make a good team."

"Oh," Jen said, brushing her hair out of her face.

"Uh-huh," Gwen blushed.

"Okay, what just happened?" Kevin asked, concerned. "You two looked like you were going to faint."

"We can't thank you enough for helping us," Jen smiled.

"You could if you two had dinner with me," he said as Allison blushed but slapped herself in the face, feeling her resolve weakening.

"Now?" Gwen asked.

"I'm hungry now. How about you two?"

"I was just going to suggest the same thing," Jen asked, somehow feeling this was wrong.

Kevin only glared outwards as Allison and Huntress looked on, concerned.

"Okay, what is up with you two?! You guys have been ignoring me ever since we got here, you guys were lousy in the fight and now you're asking this guy to dinner?!"

"Why are you pretending to care?" Gwen asked as Mike walked out with her and Jen in tow, blushing madly. "Later."

"There's no need for jealousy, bro," Allison said, pinching her brother's cheek.

"I am not jealous! I just don't trust this guy. And I don't think you should've been so quick to make him a part of our team."

"Admit it," Ben said. "You're just jealous because Gwen likes him."

"Oh, and don't tell me that you approve of your twin sister liking him too? She just met the guy!" Kevin said.

"He is pretty handsome," Becky admitted, stars in her eyes as Kevin looked to them.

"You know what? It's fine,' Kevin smiled before walking away as Ben turned to Allison and Becky.

"You girls were pretty off during the fight too," Ben said. "And Allison, since we got here, you've been saying things about Mike that you would never say to anyone, guy or girl."

"He's right," Becky said, rubbing her neck. "Kevin may have a point. Something's going on here. But what is it?"


Later after sneaking back to the mansion, Kevin absorbed the metal from the doorknob before morphing his finger into a key to pick the lock.

"This is why you changed your mind about Gwen and Jen going off with Mike? So we could sneak into his house and spy on him?" Ben asked.

"Yeah, pretty much."

"Well, stop!" Allison shouted. "He's too nice to be spying on!"

"Are you even listening to what you're saying, sis? This is so unlike you in particular!" Kevin shouted. "I'm telling you guys, he's not right in the head. If you guys aren't going to check the guy out, I am."

"This isn't right, Kevin," Becky insisted as she went for her belt. "I mean, this is something that the old Kevin would do."

Allison absorbed the metal from the stair railing as well and morphed her arm into a blade as Becky glared.

"Step away from the door, Kevin! I'm warning you!"

"You girls really want to fight me over some new guy? Is that how you want to build a team?"

Allison shouted out and ran ahead, tackling Kevin to the ground and punching him in the face with her large metal hands, causing him to groan out in pain as the door opened.

"Oh, sorry!" she said as he got up. "I don't know what came over me."

"And they say I didn't learn anything in the Null Void. But I learned to know when someone's shifty."

He then suddenly got the urge to dodge an arrow that flew at him as he used his metal armor to block all of the arrows that Becky fired at him with a shout as she glared.

"What is with the girls today?" Ben asked himself. "They would never do this. Maybe whatever affected those zombie girls is going around."

"Is Mike home?" a voice asked and they looked behind them to see Trina walk ahead with a concerned look on her face. "He hasn't called me back since you and those new girls showed up."

"Uh, you're Trina, right?" Kevin asked as he and Allison moved out of the bushes, leaves and twigs tangled in their hair. "Yeah, Morningstar ain't here right now. We're just picking up some stuff for him."

"Then you know where he is," Trina said. "Can he take me?"

"Paws off, lady! He's ours!" Becky shouted before covering her mouth with a gasp. "What is going on with us?"

"He's... busy," Ben said.

"I need to see him. Why won't he see me?!"

Kevin's eyes then looked to Trina's arm to see the same star-in-circle mark on her arm.

"Where did you get those marks on your arm?"

Trina shrugged as the team huddled.

"Girls. Show me your arms."

Not noticing before, Allison and Becky showed their arms out and gasped when they saw the same marks on their left arms as Kevin groaned.

"I saw those same marks on that zombie girl who tried to tenderize me."

"I just want to see Mike!"

"Yeah, we're getting that," Kevin said before turning to the others. "Call me crazy, but is it possible that Morningstar is the one making all the girls this way, including you, Jen and Gwen?"

"You're crazy," Becky said, feeling woozy.

Trina stepped up as Kevin turned to her.

"Excuse us," Kevin said as he took the others back. "Look, it didn't really hit me until just now, but Gwen's been wearing her sleeves lower than usual. She was totally hiding something."

"Are you saying that Jen and Gwen have those marks too?" Ben asked, looking to Trina.

"I didn't see them for sure, but it makes sense."

"Then why doesn't Jen have them? She doesn't wear sleeves," Allison asked.

"Maybe an illusion spell? She is a prodigy at magic."

"You know, come to think of it, Trina was all weak and wobbly when we first saw her on the highway," Ben admitted.

Kevin nodded.

"Jen, Gwen and you two were the same way at the power plant. You may have caught whatever bug is doing this. It clearly only affects girls."

"Yeah," Kevin said. "And the bug's name is Mike Morningstar. And we have to stop him."


Mike was in a a building by the lake alone with Gwen and Jen as they sighed and Jen brushed her hand on her Omnitrix and sighed as Mike walked over to them.

"I"m really glad I met you girls," he said as he took Jen's hands and she sighed.

"Me too."

Gwen raised her eyebrow, fuming as she glared at her cousin.

"I knew there was something special about you from the moment I first met you."

"I felt it too," Gwen said, brushing her hair.

"And now... all those other girls mean nothing to me."

Mike showed his hand, which had the mark on it and grabbed Jen, lightning surrounding them both as Jen felt herself start to grow weaker and weaker as she groaned out and slumped to the floor, barely conscious.

"No!" Gwen shouted before she received the exact same treatment as her cousin.

"Your energy is unlike anything I've ever felt before. Especially Jen's. When it flows into me, I feel... invincible."

The energy fueling Mike was almost intoxicating as he felt himself just glow, his skin and hair glowing with a bright golden sheen as he smirked down to his batteries.

"From the moment I saw you two, I knew you would be the only girls I would ever need."


"Are you really sure about this?" Ben asked as he sat in the front seat with the girls in the backseat. (Allison chose not to take her bike because at the moment, she felt too weak to drive. She was barely conscious as it was as she felt her energy draining away. "The fact of the matter is you've been against Morningstar from the moment we met him."

"It's true," Kevin admitted. "I admit, at first I was jealous of him for being an arrogant, bratty rich kid."

"Who my sister likes more than she likes you," Becky chuckled weakly.

"Yeah, some of that was true, but that's not the point. The point is now, Jen and Gwen are in trouble! You and your sister are too stuck on following your grandfather's instructions to see it."

"If Mike is the one turning those girls into zombies, then why aren't Trina or Becky or Allison zombies?"

"I don't know!" Kevin said. "Maybe it's like a vampire thing. It takes some time before they go full zombie."

"Are you listening to yourself, dude?!" Ben shouted. "Mike's been helping us ever since we got here. If he's bad, why did he fight those zombie girls with us?"

"Ah, but he didn't, remember? He told us not to hurt them, then he 'accidentally' blasted into the pipes and let 'em get away."

"Okay," Allison groaned out weakly. "Let's say that you're right. Where are we going to find them? We don't know where they went for dinner."

"Easy," Kevin said, holding up his Plumber's badge and activating the map. "We find him."


The group followed the map to make their way to the building by the lake and stood outside as they saw Becky and Allison start to grow paler from their energy draining and the star markings started to grow in numerous amounts on their arms as Allison groaned in pain.

"Kevin, look at me," Allison said. "You got to knock us out, bro."

"What?"

"We can't risk fighting you like those other girls. We know all your ins and outs and we won't be able to control ourselves," Becky said. "Knock us out before we turn."

"Okay," Ben said. "Can you show me how to do that Hephaestan Neuro Grip thing you do?"

"It's simple," she groaned out as she guided his hand. "Just squeeze the joint between the neck and shoulder. That's where the brain activity travels down, which causes the body's tendons and muscles to seize, knocking the target out."

"Okay, I'll try."

He squeezed her joint, causing her to gasp out in shock. Her eyes rolled back inside her head and she fell to the ground, fast asleep. He then repeated the process to Allison, causing her to groan out as she fell asleep.

"They'll be alright," Kevin reassured his friend as he picked up the girls and laid them back in the car before he gave his older sister a light hug.

The boys looked up to the building before Kevin pointed to the road beside them.

"The highway we found Trina on is that way. She didn't just wander out there by coincidence, Ben. She was trying to get away from Morningstar."

"Let's just stop with the crazy theories and find the girls, okay?"

The boys walked down the stairs and gasped once they saw Jen and Gwen looking like zombies, all shriveled up and pale-skinned as Mike drained their energy, his skin glowing a bright gold and his eyes glowing white.

"Um, Ben? Crazy theory: confirmed."

"Gwen! Jen!" Ben shouted.

He gave out a massive blast of golden energy, knocking Ben back as Jen groaned and saw her brother get blasted back.

"Ben... no..."

Kevin ran forwards and absorbed the floor with a glare. "Get away from them, you jerk!"

Mike only blasted out the energy, stronger than before as he ran forwards and blasted him back, dissolving his armor.

Ben activated his Omnitrix and transformed into...

"Jetray!"

He flew forwards to Mike, avoiding his golden blasts and firing his green energy blasts from his eyes and tail, which Mike only blocked effortlessly.

"Go away! They're mine now!"

He blasted Jetray with his strongest blast yet, knocking him back and causing him to change back, unconscious.

Jen groaned as she tried to reach her Omnitrix and she groaned outwards as her hand fell down and she drew a sharp breath.

"Hey!" Kevin shouted as he ran forwards and smashed him into the floor.

He then gave a sharp punch aimed at Mike's face, but he avoided it by simply moving his head to the side. Mike then leaped forward and flew through the air, dragging Kevin's face across the ground and he tossed him away. Kevin gave out a few punches that Mike simply avoided by moving his body to the side. He punched Kevin in the face with a right hook and then thrust his hands out, giving a powerful blast of white-hot golden energy outwards, ripping Kevin's armor apart and he groaned and fell to the ground, unconscious.

"No..." Gwen groaned weakly.

"You're all out of your league."

"Mike... please," Jen groaned on the floor, all of her energy gone. "Do what you want with us... just don't hurt them."

"Oh, Jenny," he said, brushing her chin. "Why use your powers to help people when you can use them to take whatever you want?"

He spread his arms out, revealing the rest of the zombie girls behind him, moving forwards. That was when he gestured to see Becky and Allison move in from the entrance as well, all of their energy gone and moving like zombies as well.

"All I ever wanted was power, and then you brought me these two energy sponges here. I guess I should thank you guys. And I know the perfect thing."

He looked upwards and saw the air conditioner in the air ducts and aimed his hands to blast it down to crush the boys, only for his energy to start draining once Jen and Gwen moved upwards and grabbed his arms with all of the strength they had, starting to absorb their energy back (along with some of his own) their features returning.

"What are you doing?"

"Coming to our senses," Gwen said.

Jen then weakly dialed in her Omnitrix and slammed the core down, transforming her into...

"Crystagirl!" she shouted, her energy instantly restored and the markings vanishing from her arms as she gave a sharp kick to his face before giving out a strong blast of pink energy with a shout as Mike was blasted into the wall behind him before she created large pink crystals beneath her feet and then ran upwards, the golden skin breaking away from Mike as Gwen shouted out, her tattoos and eyes glowing white and she gave out a massive blast of magenta fire outwards, blasting him into the wall as he glowed white and the energy flowed out of him and back into the girls as Jen transformed back.

"Ben, Kevin!" Gwen said as they created energy platforms beneath their feet and ran down to help their friends as the other girls, including Allison and Becky all crowded around Mike, his skin now grey and devoid of their energy.

"Girls... come here to me. Give me your power. Help me. Feed me!"

The girls all crowded around Mike angrily and swarmed him.

"What? No! Ah!"

He glowed yellow and the energy blasted back, sending the girls (all now looking back to normal), as they slammed into the ground before standing up and looking at their former master.

"Glad that's over," Allison said, brushing herself off and shuddering at the memory of how she felt about him. "I've never felt so disgusted in my life."

Becky then walked over to Mike, now looking rather like a zombie himself and took the badge from his belt and pocketed it herself.

"You don't deserve this. Get some help."

Mike groaned outwards and then the team walked away back to Kevin's car.


As Kevin's car moved out back to Bellwood with Allison on her motorcycle beside him.

"Listen, guys," Ben said. "I'm sorry that I took Morningstar's side over yours. And more importantly, Jen, I'm sorry that I wasn't watching your back. I was a pretty lousy brother today, wasn't I?"

"Yeah," Jen said. "But it wasn't your fault. He manipulated all of us."

"I guess Morningstar had some kind of control over us," Gwen said.

"No, guys. It was my fault. I was in such a hurry to build our team that I ignored the danger that came along with it. If the two of us are going to be good leaders, I need to show better judgment of who I trust."

"If you're gonna be a good leader, you're gonna need to stop sounding like such a jerk, Benji," Kevin said as Allison nodded from her bike.

"Kevin!" Becky said.

"No. He's right," Ben said. "I'm a jerk."

"It'll be alright. Tomorrow's another day," Jen said. "We led this team for almost two years before. We can do it again. But that means we have to trust our teammates and each other."

"Yes you will," Allison said.

"So, Kevin?" Jen asked, raising an eyebrow. "When exactly do you plan to ask Gwen out?"

"Um, uh-" Kevin sputtered as everyone laughed out loud as they went back home.


Next time on Ben and Jen 10:

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