A/N: Alright, so, gotta be honest – I do not like this episode. Ironically, it has nothing to do with the episode itself; rather it highlights one glaring issue with Ripjaws – he is the least used alien in the show! Like, the amount of times Ben ever fights a water-based enemy is laughable. I can only count them one hand, and spoilers, but They Lurk Below is not going to be done here because it's so forgettable!

I truly thought that episode is where Billy Billions was introduced, but nope, just rando we will never hear of again! Really, it felt like they threw Ripjaws a pity episode, which seems even truer in hindsight because They Lurk Below was the only other water-based episode of the original series! They literally have a beach episode, and it's used to introduce a new alien! You can't tell, but I'm laughing my butt off over here!

Back on the subject of Ripjaws, I feel his whole running gag of every fight on dry land he has to have someone to moisturize him got old. It's why I replaced him with Jetray, just scaled the powers due to an aged down form. If you did like Ripjaws, I'm not shaming you for it; Ben 10 is filled with enough aliens that we can all have our favorites, and they can all be different.

My main issue was that Ripjaws never felt like he was created with purpose, just as a stand-in for the typical water-based hero on hero teams. Not Justice League, Young Justice, or the Planeteers, though. Aquaman is cool and I'm tired of pretending he's not, Aqualad is the level-headed big brother The Team needed, and Linka was just as smart and perceptive as the other Planeteers.

Sorry, I know you didn't come here for a rant, just had to get that out of my system. If enough people feel this is too negative, I can always just remove it. With that out of the way, let's turn our attention the next adventure of The Mighty WarrHammer!

Chapter 3: Terror of the Deep

Next to a quiet lake in the woods of the Nebraska National Forest, the Rustbucket sat among a healthy throng of other campers. During the summer, many minds had turned to the old tradition of lake fishing, and the Tennysons were no exception. Well, Max Tennyson, to be specific. Said elder was leading Ben, Gwen, and Xavier down the pier, while his person was loaded to the gills for fishing. Hat covered in lures, poles in two hands, and he was even wearing a cargo vest. Max told a deep breath and smiled. "Ahhh! Wonderful! Can't you just smell that air, kids?"

"I'm trying not to," Gwen spoke up, nose firmly pinched, as she swatted a small fly buzzing around her. "Grandpa, this place reeks! Why did we stop here?"

"One simple reason. Last summer, I promised Ben we'd go fishing on this trip, and a Tennyson should never go back on their word!"

As Grandpa Max said this, Xavier looked at Ben, a question already forming in his mind. "Ben, what is 'fishing?' Is it like that movie we were watching last night, where that man in the white coat was trying to make, um, remarkable energy?"

"First of all, he said renewable," Ben pointed out, "and B, fishing is just when you go out on the water and catch fish."

"Ok," Xavier nodded, then frowned. "But, what are fish?"

Ben blinked at that. To him, it felt like Xavier had a question every five minutes, and the C-average student in him had been struggling to keep up with trying to explain it all… "What are… well, they're fish! Scaly, slimy… fishy, and they live in water!"

"Water? As in, that stuff we drink, but not from the white bowl in the bathroom, right?" Xavier thought out loud, but stopped everything when he got to the end of the docks… and saw out to see the expanse of water before him... "Whoa… that is a lot more than what is in the bowl…"

"And as fun as fishing sounds," Gwen spoke up, nose not clenched anymore, but face still scrunched up in disgust, "I think I'll just pass on it. I can just catch some sun here on the docks instead."

Max looked slightly amused, but understanding. "Are you sure? You don't know what you're missing."

"I'm pretty sure I do," Gwen responded.

"Good thing, too. With a face like yours, you might scare the fish away," Ben chided, Gwen firing back with a dirty look. "Well, looks like it's just me, Grandpa, and X! Right, X?" He paused, waiting for an answer, but received none. "I said, right, X?" Still silence. "Um, X?" Ben looked to his silent friend, whose eyes never left the water. "Hey, X? Everything okay?"

He tapped the boy's shoulder, which seemed to startle him into noticing the group again. "O-oh! Yes! I am okay! I feel tasty! And… what was it you were saying again?"

"Ready to go fishing?" Ben tried again.

X's eyes widened. "Fishing? You mean… in there? Like out there? Surrounded on all sides by… all of that?" He looked around for a minute. "Actually… I should stay with Gwen! Er, I mean I too want to catch the sun! Over there! With her! Over there! And not here! For… no real reason at all…"

While Max and Gwen blinked at the odd (for Xavier) response, Ben talked like he didn't see anything weird with that reaction. "Well… ok. It is supposed to be a Grandpa and me thing, so we'll see ya!"

Ben ran off to the boat Max had chartered, while Max lingered. "Xavier, are you alright? I can always put this on hold and talk if you like…"

"No, no! It is fine, Grandpa." Xavier said, completely ignoring that twisting, clenching feeling he had in his gut. "You and Ben enjoy your fishing trip in the w – on the float! Yes, the float for going onto the… area. Have fun."

With that parting, Xavier walked quickly and did not jog at all, off of the docks. Max looked after him in worry, only for Gwen to gain his attention. "Yeah, call me crazy, but I don't think he's fine. Go hang with Ben, Grandpa. I can handle being on Xavier duty for one afternoon."

Max nodded, his look of worry only slightly abated. "Alright, keep a close eye on him and try to figure out what's wrong. I'd like to know before…"

"Before he causes a scene and goes and attracts his 'out-of-town friends?'" Gwen said carefully, knowing that even if nobody looked to be listening, they should probably keep the words "alien, robot, or invasion" out of public conversation. Max nodded, and he and Gwen separated, the redhead making a beeline for the Rustbucket.

Gwen found Xavier as far as possible from the lake: on the other side of the Rustbucket, blowing bubbles from a hot pink bottle they had gotten from some gumball machine at a gas station. "So," the girl spoke up, startling the poor alien. "Wanna be anywhere but the water, eh?" If Grandpa Max were here, he'd just beat around the bush, waiting until X said what was bothering him. Gwen, on the other hand, had no such patience and decided the best approach was to be direct.

Xavier sighed and nodded. "I… do not know what happened. I was fine before, and as we got closer to the w-w-w-w… that place, it felt like my drawer was… exploding, or something like that."

"You mean chest," Gwen casually corrected, "and it sounds like you have a fear. You don't like water." At X's reluctant nod, Gwen sat down next to the boy. She hesitated before speaking again. "You know, it's all right to be scared. When I was younger, I had a… thing about green jelly. It looked like slime, and I couldn't stand the stuff!"

Xavier blinked at that. "You… had a 'fee-ear?'"

Gwen shrugged. "Everyone does, I think, at least once. But my dad told me, that no matter how scared you are, it's about what you do when you're scared." At that, she got up, dusting the back of her pants off, and helped X up. "So, here's what we're gonna do – we're gonna go up to the water's edge, as close as we can. If you're uncomfortable, we stop."

"You… are you sure this is alright?" Xavier said wearily.

"Doesn't matter if I think it's alright. It's you we're trying to help," Gwen pointed out before they slowly made their way to the sandy shore of the lake. Much like Gwen, some people were just enjoying the sun and sand, younger kids playing games, with only a few boats out for fishing. The pair, X holding Gwen's hand the whole time, came closer and closer to the water before finding themselves a few feet from it. "See? Nothing to be afraid of. We're over here, and the lake's over there."

Xavier, who had stopped at least five times during this exercise, carefully opened his eyes to look at how far they were from the water. "I see… the w-w-w-w… it is all over there, and we are over here. What do I do now?"

"We just stand here, until you get used to it," Gwen answered. "You need to see there's nothing to be worried about…"

"Hey, cutie!" Both kids looked over to see two boys, Gwen guessed 1 or 2 years older than her, stroll over to them. "Welcome to Lake Ness. Want me and my bro to give you the tour?"

While Xavier blinked at the offer, Gwen just rolled her eyes at the pair. "No thanks. I have a low-doofus threshold, and one is plenty!"

"Aw, come on, cutie," the leader of the two said, as he and his friend came between Gwen and X, causing X to let go of Gwen's hand. "It's not safe to be here all alone. You should have real men watching after you." If the two blowhards notice Gwen biting back laughter, they didn't respond to it.

"Um, excuse me, if I may," Xavier stepped around from the back of the group to face the two newcomers. "She is not by herself. I am right here." While Gwen had the decency to not laugh directly in the pair's face, the bigger kid did not, and chuckled at Xavier.

"Please, shrimp! What're you gonna do? Probably could be blown over by a stiff wind! Go for a swim, and beat it!" The bully then proceeds to push X back, sending him stumbling back a few steps. When Xavier finally stopped reeling, he noticed his shoes felt... soggy. He looked down to see he had stepped into shallow water, not even touching the tops of his shoes, immediately freaked out, and jumped back onto the shore.

Gwen went from angry at the jerks to worrying about X, so she was unaware of the looks the flirty boys shared at X's reaction, nor the mischievous smirks they traded as they took note of a nearby shored rowboat. They turned their attention back to the frightened target. "Not a fan of the lake? It's not that bad when you get used to it, man."

"Yeah," his friend spoke as he took position behind Xavier, who was still too freaked to notice the placement. "You just need to see it from a new perspective…" At that moment, the pair moved and grabbed Xavier-

Well, the one behind Xavier did; the lead prat of the two got his arm twisted by Gwen as she pinned him. Her action turned out to be useless, as despite X not being that much shorter than the boys, he was skinny and much lighter than the pair, so one of them was more than enough to grab Xavier and throw him into the boat, kicking it out onto the water! By the time Gwen had gotten up, Xavier was well off from the shore and looked ready to have a panic attack at his new predicament.

"Xavier!" Gwen called out to the hyperventilating amnesiac. "It's okay – just take deep breaths, okay!?" The child looked like he was hardly listening, so Gwen tried again. "Xavier, don't look at the lake! Look at me, alright! Look straight at me, and nowhere else!" This time, Xavier looked toward Gwen, who could see the terror in his entire stance. Recalling what she read about calming techniques (to be a better negotiator and certainly not because she had anger issues), Gwen mimed deep breaths to Xavier, who followed slightly as his shoulders became less tense. "Ok, are you good? Now, I want you to look around the boat. Do you see any long sticks, that get wider at the end?"

Avoiding the absolutely worst possible thing that now surrounded him, Xavier looked at the floor of the boat and found two of the sticks Gwen described. "I-I see them! What are they for?"

"They're called oars!" Gwen answered back. "You can put them in the water and use them to get back to shore! You just need to-!" Gwen barely got the words out before Xavier picked up the oars, and dropped them into the lake with his eyes closed. As Gwen and even the boys, who had been laughing at the 'stupid face' Xavier was making in his panic, watched dumbstruck as the oars sank beneath the waves of Lake Ness.

"Well? Did it work? Am I… not where I am anymore?" Since Xavier's eyes were closed, he had no clue of his faux pas. He also missed the large dark shadow that passed under his dinghy, the fin protruding from the water, and that said fin and shadow were heading for the docks. However, he did hear Gwen's screams, mixed with a lot of other people's screams. As he carefully opened his eyes, he noted three things: the dock was destroyed, Gwen and everyone near the lake was floating in it, and there was a giant monster looming over them all!

Xavier could only blink before the long-necked, sea-green, blue-eyed beast roared like a monster out of that movie Ben had watched (and made Xavier promise to never tell Gwen or Grandpa), and dove into the water, launching people up in a wave father out into the lake. As it resurfaced again, Xavier found Gwen in the chaos; she looked wet, shivering, and scared… as scared as Xavier felt. Swallowing his fear, and trying not to tremble too badly, Xavier made sure no one was looking, as Ben had made it clear that a hero's secret identity is their most important… something, before turning on the Watch.

"Thinking… thinking… Gwen once said ice was water that was fro… froz… really cold, so, maybe… Arctiguana?" Finding the correct silhouette, Xavier made to press the dial down, but a sudden rocking of the boat caused him to trip, landing Watch-first onto the deck, and pressing the dial down at the same time as the image changed. By the time Xavier got up, he was Heatblast, looking down at himself in surprise. "Heatblast? Well, fire can be really hot, so it can beat water, I think… what is that smell?"

Heatblast looked down to see the smell's source: his burning boat. The fiery hero tried stomping on the fires as the lake monster continued to attack the lake-goers. "No no no! Stop that! Stop… being on fire, boat! And stop causing fires, feet!" Sure enough, the symbol on his chest glowed for a moment, before red-and-black liquid metal coated his feet and coated them just like his hands. By the time Heatblast realized this, the fires were finally stomped out. "Oh… uh, okay then."

At the sound of Gwen's scream, the alien refocused on the matter at hand. "Gwen! Do not worry! I am coming to-" As he spoke, he raised his hands to launch a stream of fire at the water-bound creature, but it only served to push him away from the battle! Cutting off his attack, he stumbled for a second until he caught his balance. "Huh. Alright, new plan." Pointing his hands toward the back of the boat, Heatblast propelled himself toward the fray. As soon as he got close, he scooped up Gwen with one hand, depositing her into the boat. "Are you alright?" the being said.

Lightly coughing up water, Gwen replied. "Thanks… I think so. But you need to save everyone else, too!" The being nodded and used both hands to speed along. Taking time to dodge the creature's swipes, Heatblast filled the entire boat with everyone he could get. Most everyone had swam back to shore, but all-in-all, Heatblast had managed to save the seven that could not have made it, including two very familiar boys who were hugging each other in fright of the monster. The minute the hero had landed, everybody scrambling off to dry land, the creature turned their attention to another boat, one with the initials 'F.O.F.' on it; it roared, before diving in and swimming straight for the vessel. "Looks like this is far from ending," Heatblast noted, as he jumped up and blasted downwards.

Trying his new trick in the air was more difficult, but he succeeded in aiming in the right direction, so the minute the sea beast surfaced, it was met by a fiery headbutt. As Heatblast fell to the deck of the boat, cradling his head in anguish, the beast fell backward into the water. By the time, Heatblast got up, the crew looking at the literally walking campfire in shock, the monster came up again, its tentacles grabbing a wooden crate.

"No, you don't!" the bearded one of them cried, as he jumped on the back of the crate, only slowing down the creature's retrieval of the box's contents. It was slow enough, in fact, that Heatblast was able to throw two fireballs into its face! As the creature reared back, the hero took a stance in-between it and the crate and human.

"Back off! Whatever is here does not belong to you!" The creature seemed to disagree, as it roared again, and made to lunge at the crate. With a much more stable vessel underfoot, Heatblast fired a flamethrower attack at point-blank range; The creature reared back again, roaring at the fire damage to its skin, before diving back into the water, not resurfacing again.

With no more danger, the bearded man, clearly the leader came up to Heatblast. "Hey, thanks for the hand. I'm Jonah, from Friends of Fish. And what – er, who are you?"

Not noticing the slip, Heatblast smiled back amicably. "Just your average hero. Call me Heatblast! Glad I could help you keep… whatever it was that thing was trying to take!"

"Um, yeah!" Jonah commented trading looks with his boat-mates. "It was nice of you to save our… lunches."

"Lunches? Well, I am pretty hungry," Heatblast said, as he looked around uncomfortably at all the water he was surrounded by. "But, I can wait until I get to a dry area…" Of course, just as he lowered his guard, a green tentacle shot out of the drink and snatched up the crate! Heatblast leaned out of the boat to see where the appendage went… and immediately regretted it, as he came face-to-face with the last place he wanted to remember he was standing… "W… W…" He was shaken from his hesitation, as the Watch began to blink and beep. "Uh-oh! Well, you could always try a drive-through! They come with toys! Later!" In a single jump, Heatblast was airborne, flying at max speed from the boat. Unfortunately, time was against him as he changed back, still over the lake, and fell in!

As he struggled and splashed around, he heard, "Xavier! Xavier, calm down!"

"Gwen!" the alien called out. "Help! It has me! The lake wants to eat me!"

"Xavier…" Gwen sighed as she walked into the shallows, and lifted said boy up. He blinked as he looked around, learning his momentum had sent him feet from the shore just as he turned back.

"Ah. I am… not being eaten…"

"It's called drowning," Gwen shook her head. "And no. You're safe. Just wet." She led the embarrassed alien out of the shallows.

Later at night, as several campers and RVs drove as fast as possible away from Lake Ness, X, wrapped in a towel, and the Tennysons sat around a campfire. As Ben swatted at a particularly swift fly, he grinned excitedly. "How cool is this!? We go fishing, and now we can hook a lake monster! I knew Captain Shaw was right!"

As Max made sure X was close enough to the fire to dry him off from his (brief) swim, he frowned at his grandson. "Just because Shaw was right about the Krakken doesn't mean I was wrong about him." After today's excitement, both groups had met and matched up their stories. After Gwen and Xavier had departed, Ben and Max had met their lake guide, Captain Shaw, who was obsessed with capturing the lake monster (the Krakken).

Max and Ben were split on believing him, but it was moot when the Krakken had come up and attacked. When it had, Shaw had spent the whole time trying to line up a shot of his harpoon at him, while Max had to stop Ben from trying to help Xavier. When the creature grabbed the crate and left, Shaw begrudgingly sailed Max and Ben back to shore. "I want you to stay away from him, Ben," Max continued. "He's trouble."

Ben huffed as he looked away. "You're just being stubborn."

"Yeah, don't you just hate people like that?" Gwen asked rhetorically, which Ben ignored.

"Let's just leave this to the experts, Ben," Max said. "Like those Friends of Fish guys."

"Experts? Who better to snag a lake monster, than a human monster buster!" Ben motioned at Xavier, who was calmly eating some soup provided by Max. (At X's urging, Max had also replaced the noodles with mealworms, an action that made both Ben and Gwen go green around the gills for a bit…) "Besides, Xavier needs all the experience he can get fighting monsters like that! Remember Animo? I need—I mean, he needs to fight the Krakken on its turf! Mano e monstero, right there in the water!" Xavier immediately stopped eating and froze at the mention of Lake Ness and the thought of him back in it. "He's totally game, right, X?"

Xavier swallowed his current spoonful through a throat closing itself in fear. 'Fight? Out there? Surrounded on all sides by…' He couldn't even finish that thought if wanted to avoid his soup coming back up... He looked around the campfire; Max's face looked stern and set, Ben's was excited and expectant, and Gwen's whole demeanor said 'tell them the truth.' "Uh… Well, if Ben is trying to get me ready to be a hero…"

"See, he agrees!" Ben pointed out, satisfied with X's non-answer, while his grandpa was clearly not swayed.

"Sorry, son, but I'm afraid this is just gonna have to be the one that got away," Max stated in finality.

"Low-down, no-good fish-!" one man muttered as he passed by the Rustbucket, saying a word that caused Max to instantly cover X's ears, but X had heard enough to know that was the same word Ben had said once but had made him promise to never repeat it to anyone.

"Captain Shaw, what is it?" Ben asked the hairy old man.

The man, Shaw, stopped to gripe to the Tennysons. "The nerve of those enviro-punks! They shut down the entire lake! Nobody tells me when to sail! And nobody's gonna keep me away from reeling in the catch of the century!" With that, the man wandered off as he continued to mutter.

"Wow, obsessive much?" Gwen said to herself, as Max called it a night, gather the kid back into the RV to retire until morning.

As X snoozed peacefully, he was roused by someone shaking him. Blinking awake, and barely conscious, he was greeted by Ben. "Ben? What is… going on? Is it... time for breaking fast?"

The ten–year–old, fully dressed, grinned mischievously. "Sorry, X. No breakfast yet. But we are about to serve," the boy whispered. "Get dressed and follow me."

Still in a daze, Xavier did as he said, traipsing in his wake with barely open eyes. As they stepped down, the smell of fish assaulted X's nose. "Ben, where-!?" As a sudden rocking woke him, his eyes expanded to dinner plate-sized, as he looked around to find himself on a boat… that was definitely heading out onto the lake!

"Welcome to the Monster Busting Club, X!" Ben said cheerily, sword slung casually over his shoulder despite them hiding behind some crates. "Today's target: the Krakken!" In Ben's enthusiasm, he failed to notice X's sudden bout of trembles that only got worse as he watched the shore get farther away…

"Hey! No stowaways on my boat!" A coarse voice spoke up. Suddenly, Shaw rounded the corner, oar ready to start whacking, until he paused to see the two kids now on board his boat.

"Howdy! First and Second Mate Tennysons reporting for duty, sir!" Ben greeted, completely unbothered of Shaw's annoyance, and probably just ignorant of X's hyperventilating.

"Give me one good reason not to turn around and drop you back on the dock, boys," Shaw growled to yellow teeth.

"I can give you three: It would take away your time while you're avoiding the Friends of Fish, you're more focused on catching the Krakken, and there is no more dock, being wrecked and all," Ben pointed out.

Shaw glanced at Xavier. "And him? Isn't he shaking?"

Ben glanced at X, who was indeed shaking. "He's just excited. He missed the Krakken the first time, and now he wants front row seats to see the super-awesome captain who's gonna catch it!" Shaw didn't look like Ben persuaded him at all, but he was right on one thing: Shaw wanted to catch the creature very much, and any more time wasted would take away from his window, so he chose to sail on with his stowaways, commanding them to touch nothing. Ben was bouncing on the balls of his feet, while Xavier was trying to blow bubbles from his toy to calm himself; he found this to be near impossible, what with his trembling and all.

Finally, Shaw's boat stopped in the middle of Lake Ness, as he squeezed into a diving suit. "She's probably been chased deep by our fishy friends, and this part of the lake's the deepest. Only one way to fish her out – with a little live bait."

"Maybe we should go with you," Ben pointed out, absolutely missing Xavier's reaction to that comment. "You know, just in case."

In response, Shaw said, "No need. I've got my dive buddy right here." He pats his harpoon gun as he sits on the side of the boat. "Wish me luck." With that parting one-liner, Shaw falls backward and sinks below the waves.

Meanwhile, after giving up on bubble-blowing, Xavier had curled into himself, trying to mutter positive things. "I am not on a boat… I am not off of dry land. I am not anywhere near the w… that place at all. And even if all of those are false, Ben is still right here… where are you going!?" X's face goes pale as he sees that Ben has somehow found a diving suit in his size, and was putting it on.

"Uh, going after Shaw, of course. He's got no idea what he's dealing with, plus, he'll be thanking us for the assist," Ben says as he zips up his scuba gear. "Just stay back for support. I, uh, don't know if you can swim, so you just stay up here and keep a lookout for Friends of Fish." Ben gave X a thumbs up, before following in Shaw's steps and diving overboard.

This just left Xavier.

Alone.

On a boat.

In the middle of the lake.

Stuck bobbing in the water.

No dry land near him at all.

X's reactions before paled in this sudden realization, as he fainted dead away from the shock. In his catatonic state, the poor alien was unable to notice the sleek speedboat that pulled up alongside their boat. On the plus side, he was so quiet and well hidden, they failed to notice his existence at all. He didn't rouse from his prone position until a thud and groan could be heard near the bow of the boat. "Don't you know night diving is dangerous, old-timer?" said one of the three silver-suited divers now on Shaw's ships. "Unless, of course, you went with a friend."

As Xavier peeked out from behind the boxes, Shaw didn't even look his way as he said, "I work alone. I ain't got no friends." As two of the men brought him into a standing position, arms pinned in their grip, he added, "I ain't got anything worth stealing either."

The leader of the silver trio laughed rudely at that. "But you have us all wrong. All we want is some information. What did you see down there?"

"Nothing, same as always," Shaw said plainly. The interrogator seemed to consider that, before punching Shaw square in the jaw, swiftly flattening him out.

Only when he thought he was alone did the interrogator take off his mask to reveal it was Jonah to the hidden amnesiac. "Well, I have to be sure." Xavier gaped in surprise, before crouching back behind the clutter. As he tried to turn on a clearly powered-down Watch, Jonah's lackeys carried Shaw back over to their boat. "Take Ahab with us. Find out if he knows anything back at the Cannery. We'll come back later with a mini-sub to snag the rest of the eggs." As he said this, he dropped a tracer into the water. At the sound of the splash, Xavier looked back up to see Jonah pick up another device, this one counting down from ten. "In the meantime, I think this boat just got lost at sea…" With that, he chucked the object onto the deck, not far from Xavier's hiding spot.

As they pulled off, Xavier's gut was telling him that object was bad news. 'That beeping… that robot that attacked Ben on the night we met beeped like that right before-!' Suddenly remembering, X's fears of the water were chased away by the very real fear that if that object did what it was supposed to do, something really bad would happen to Ben! Rushing out, he grabbed the device as it hit five, and ran for the edge of the boat. As he got closer, he looked at the water and his resolve faltered for a minute… that was all it needed for him to overshoot the edge, crashing over it and letting go of the device as he fell into the water for the second time that day!

Jonah heard the explosive go off behind him, but it didn't quite sound like a boat exploding. He looked back and only just saw the water that had been blown up settling back into the lake. "Must have overshot it…" he said.

"Should we go back?" the boat's driver asked.

"Nah, forget it," Jonah waved his hand as if to say 'drive on.' "Just head straight back for the Cannery. Not like there's anyone else out here anyway…"

As the water settled, the lake fell quiet, only the sounds of frogs croaking and crickets chirping. A splash broke that peace, as Ben came up with an unresponsive Xavier. Dragging him onto the deck, he threw his mask aside. "Xavier! Xavier, wake up!" No clue what to do, he shook the blue-lipped boy lightly, trying to rouse him. Failing that, he tried shaking harder, grabbing him by both shoulders and practically bodily lifting him from the deck. "Wake up! Wake up! Wake up…" As the ten–year–old dropped the boy, he began to tear up, lost and upset. "X, please… I… I shouldn't have done this! I should have listened to Grandpa! I'm sorry! I… please, X! You can't be dead! I don't know what to do, I can't- You can't…" Ben's words failed him as he sat there, crying over his friend, his first real friend, who he had dragged along on some crazy quest, just for a little excitement… and this is how it turned out.

The sudden sound of coughing brought Ben out of his despair, as Xavier turned over and spat out at least a bucket of water. "X!" Ben tried to help by slapping his back, but Xavier pushed him back as he finished, before trying to sit up. "Are you… you're… oh man, X, I'm-!"

"Are… you okay?" X asked in a raspy tone. Mutely, Ben shook his head, which brought a smile to X as he fell onto his back, still coughing but lighter. "What a release…"

"X, what happened?" Ben asked before he could stop himself. "I saw Jonah take Shaw, and then he threw something onto the ship, then you go jumping off, and the explosion -! Oh my God! It was a bomb! You grabbed a bomb! Why would you-!"

"You… are not a fish," Xavier said. Ben blinked at that. Out of everything he expected to hear, that wasn't it… X continued, "Fish are slimy, scaly, and live in w-w… in water. You do not live in water, you live in an RT. And humans are not slimy or scaly. If this boat was blown up by that thing, you would have nowhere to go…" Xavier smiled tiredly as he looked at Ben, who looked ready to cry all over again. "I think I have a fee-ear of all this water, but it does not matter. What matters is what I can do about it…"

Ben just sat there, speechless at the simple yet silly way X came to his conclusion; he was right on all accounts, but in Ben's effort to look like cool heroes, X had to risk himself because they'd been put in the cross-hairs. "X… I – thank you."

Xavier's smile faded as he looked like he just remembered something. "The Captain Shaw! He was taken by Jonah! We need to help him!" He hunkered down in a coughing fit as he finished.

"But how?" Ben asked as he dried his eyes quickly. "I can't drive a boat, and I'm pretty sure you can't…" As if on cue, it was then that the Watch blinked from black to red, fully charged and ready to go.

As Xavier stood up on his shaky sea-legs, he activated the Watch. "Then I will turn into something that can help us!" As he slammed down the Watch's raised face, his choice being Jetray, the flash blinded Ben for a minute, before it cleared to reveal… not Jetray. Instead, he was a tall top-heavy blob, his head, shoulders, back and the outside of his arms were black with red circuit lines covering them. As for his chest and legs, they were inverted, mostly red, save for the black circuit lines all over them. "Oh, dear…" X spoke in a static-like voice like his usual voice was coming through a speaker. "Yet again not what I was aiming for. I do hope this does not become a 'thing.'"

"A black and red blob?" Ben said. "And what can he do?"

X leaned on the mechanical rigging of Shaw's ship. "I do not know, but -whoa!" X's exclamation came from his body suddenly merging with the rigging… and going beyond that.

As Jonah's boat went cruising along, the driver noticed something in their rear-view… coming at a breakneck pace! "Hey, Jonah! Something's coming!"

As Jonah and their one other cohort turned to see their visitor, it sped past them and splashed them. After Jonah spat out water, he looked at their offender. "What is that!?" It was clearly a boat, but no boat he'd ever seen; it looked like a black and red speedboat with a circuit-like design, but it also had four mechanical arms, two at the bow, and two on the stern! A circle design on the bow almost seemed to glare at them. The revving of the engines was practically a 'bring it on' gesture. "Don't just stand there!" Jonah yelled at his cohort. "Man the minigun!"

As the weird ship sped toward them, a few more of Jonah's cronies came out armed, even one of them getting to the bow where a minigun was mounted. They all fired at the boat, but not only was it swift enough to dodge, but whenever it past them, it either grabbed one of their guns or one of his crew and threw them overboard! "What the heck is this!? Do I have to do this myself!" Jonah ran into the cabin, pushed aside the driver, and flicked the release of the depth charges. As the boat came at them from the stern, it had no time to slow or change direction as the mines hit, apparently blowing up it and the water around it. Jonah stalled the boat for his men to get back on. "Anybody see it?"

One guy finished coughing up water before speaking. "No, but I saw something under the water… something big." They all traded looks; there was only one monster in Lake Ness, and they weren't staying around to meet it! Deciding to toss Shaw overboard, hoping to stall it, they sailed on to their destination.

As Shaw sank beneath the waves, a metal claw grabbed him and put him into a pressurized cabin, where Ben was strapped into a chair like he was on a rocket. "That. Was. SO COOL!" Ben cheered, as Shaw's fishing boat, now submersible, made a beeline for the shore.

"Indeed," X's voice rang out from the speakers on the console. "It would seem this alien can make other things cooler, as you said."

"No, I mean that chase was cool! But this!" Ben motioned to the ship around them. "This is awesome! You completely upgraded Shaw's whole boat, it can even go underwater now!" Ben tapped his chin in thought. "Actually, that's not a bad name. Upgrade!" X, now Upgrade, smiled at Ben's response, his eye mimicking the gesture to make up for his missing mouth.

After returning to dry land, with enough time to moor Shaw's ship, get him inside the Rustbucket, and for X to change back to avoid any uncomfortable questions from the salty sailor later, Ben explained what happened, while leaving out the part where X had almost drown, or how he had responded. By the time he got around to diving underwater, Shaw had finally woken up just in time for Ben's bomb drop: Jonah was stealing Krakken eggs or might be, which would explain why it would only follow Jonah's ship around when it attacked yesterday.

"And I think I know who Jonah is," Gwen added, as she plugged away on her laptop, Xavier sitting next to her. "I did a little checking on Friends of Fish and found out it's not listed on any environmental website. But I did find this." She flipped it around to show everyone a picture of Jonah Melville… listed on the FBI's Most Wanted List! "Jonah Melville is no friend to any wildlife! According to the FBI, he travels around the world poaching rare animals, then crates them up and sells them to private collectors."

"Crates them…" X thought out loud, before facepalming. "Oh, dear. The Krakken took a crate marked "Cannery" on it earlier today. Could that have been…"

Max nodded solemnly. 'Don't beat yourself up, Xavier,' the old man thought to himself. 'You couldn't have known at the time.' Resolving to have a talk with them -both of them, as Ben's demeanor spoke of hiding or omitting something – after this was over, he said out loud, "It seems we were both a little too hard-headed."

Ben frowned at the thought of Jonah getting away; after what happened on the lake, there was no way he'd let that jerk get off scot-free! "We've gotta stop him! We can't let him get away!"

Xavier nodded. "I agree. I think he said something about a cannery. What is a cannery?"

"Just a place where fish is processed, so they can be sold at grocery stores," Gwen answered, "and, apparently, Jonah's home base."

"'Home base?'" Ben grinned. "Looks who's starting to think like a hero!"

"Well, it's wrong, ya know?" Gwen pointed out. "Poaching an animal's young, even something like this Krakken, is awful! I'm not gonna put on a cape or tights, but you can count me in!"

Shaw, having stayed silent for all this time, just growled as he stood up, swatting at the gnat that had been pestering him since his waking. "It matters not to me! Mommy or not, a beast is a beast, and I will use it to prove I ain't nutty! Come on, I'll take us on my ship!"

Xavier nodded, unaware of the looks traded among the Tennysons. "Oh good! Shaw can get us to the cannery! Then let us be on the way!"

"Uh, wait!" Ben called out. "Xavier, what about your…?"

Xavier hummed at the unfinished question before it clicked. "Ah! Yes, well, I think I can swallow it for now. Tonight I learned… there are far more things I fee-ear than large amounts of w… of water." He and Ben traded a meaningful glance… but Ben's smile fell from his face, and turned to worry, as Max's parental gaze crawled up the back of his neck. He was so busted when this was over...

Shaw's ship pulled up to the ladder underneath the cannery, Max slowing it down to a crawl. "Grandpa, where'd you learn to drive a boat?" Ben wondered.

"Oh, this?" Max chuckled. "I've learned to drive tons of vehicles as a plumber! When you need to get somewhere, urgency is a great teacher!" With the boat moored, the pair walked outside of the cabin to meet Gwen, Xavier… and a tied and gagged Shaw.

"Sorry about this, Captain," Xavier scratched the back of his in earnestness, as Shaw fumed behind his gag. "As it turns out, if you showed off the Krakken, it would be difficult for it to live in peace. I hope you can forgive us…" Shaw's glare spoke volumes about how unforgivable they were, as Max placed him safely in the cabin.

"Alright, our first priority is to get the eggs," Max said as they walked for the ladder.

"Not a bad plan," Gwen said, "but it's the other part I'm worried about…"

"Just don't be spotted until the police arrive," Ben looked completely non-nonchalant, sword strapped to his back by some ropes. "Piece of cake! Especially if our secret weapon covers part three…"

"Kick the tales of Friends of Fish!" Xavier cheered, before being shushed for being too loud. "Sorry… kick the tales of the Friends of Fish… quietly."

"Think you can handle it?" Gwen asked. While she was impressed that Xavier didn't have any nervous breakdowns going over the water, she did not miss that he stayed by her the entire time, and occasionally grabbed her hand when they hit a wave.

Xavier looked at the water for a minute, and quickly looked back. "I-I'll be fine… I just need to stay in alien form for the entire time, and I think… I can manage to stay completely calm." Before Gwen could point out how unhealthy that kind of was, Xavier had already turned on the Watch and pressed down, turning into Jetray. "Now get going! I can handle this!" As the trio left, Jetray finally exhaled, his nerves showing. "I can handle this… just need to… jump out and fly. And never fall into the water again-"

His vow was quickly broken when the Krakken tore through the boat to get to the cannery! The sudden eruption sent Jetray into the cabin with Shaw, who looked at the creature in shock, as he slammed through his glass windshield and into the lake! Jetray gaped as he realized where he was! "Ack! No no no no no no… huh? Wait, I am okay?" He blinked as he looked around at the lake… to see it from the other side.

The moonlight beautifully illuminated the lake floor, the underwater plants waving gently in the currents, and even some of the shipwrecks had their own charm to it. Jetray faintly smiled at how… peaceful it was under the lake. "Huh. You know, Jetray's pretty scaly, and he's kind of slimy... could I be a fish?" His reverie was broken when Shaw floated down next to him, panicking at his bound hands. "Again!?" Jetray flapped his wings, which really did propel him forward, and swam over to Shaw like second nature, grabbed him with his feet, and took off through the water until they emerged out of it, into the night air!

Jetray looked at his wings to find them still able to function; in fact, they were drying already! "Whoa! It is like Jetray can… be both in the air and the water!" Hearing the commotion, he looks over to the Cannery to see Jonah, now in some sort of submarine with claws, battling the Krakken while hoisted in the air, holding onto the eggs in a glass container. "Jonah!" Jetray swoops down, dropping Shaw on part of his floating wrecked boat, before slamming into Jonah from behind! The impact causes the crane to swing wildly, and while the crane goes east, the container goes west, cracking a bit as it collides with the wharf. Jetray dives for the eggs, but the Krakken roars in pain, pulling his attention to find one of F.O.F. phonies had shot her with a harpoon!

The thug hardly had time to grin, as Grandpa turned him around to sock him in the jaw! The hit sent the guy into the large hole the Krakken made in the wharf, while Grandpa Max massages his hand. "Oooh, I' don't remember it that hurting much back in the day…" With Max distracted, Ben runs by him, avoiding the Krakken and Jonah fighting again, with Jetray trying to run interference. As the manta-like alien gets bodied through the roof of the cannery, Ben lunges for the container just before it rolls off the pier; unfortunately, Ben weighs about the same as two or three sacks of rice, and the container more so, so Ben is unable to stop it from rolling off, dragging him with it! Whipping out his sword, he stabs it into the dock, using it as the only thing stopping him from plummeting to the water below.

"Geez, this looks so much easier in the comics!" Ben gripes, as his arm feels like it's being pulled from its socket, a feeling that gets worse when his sword leans a smidgen towards him, as it loosens from its anchoring. "Oh man… why did I think this was a good idea!" As the Krakken roars at Jonah's bullets striking its skin, Ben's woes are interrupted when a rope wraps around the sword hilt and his hand. Gwen, knowing Ben would do something stupid, got a pulley set up, with Grandpa as the counterbalance. As soon as Ben was able to put feet on the ground, he dropped the container and grabbed his sore arm massaging it… only to be interrupted by the Krakken looming over him on one side, and Jonah on the other, guns primed. "Give me my payday, brat!" Jonah yelled as the guns warmed up…

It was then, from the water, that Jetray shot up and grabbed the container with his feet. "Hey, Jonah!" Jetray called out. "You need to see things from a new perceptive!"

"Percep – what! Did you mean, 'perspective-" In the time it took Jonah to correct Jetray, the alien had launched lasers from his eyes, cutting the ropes loose, and dropping him through the wharf and into the water!

With only the Krakken left, Jetray turned to meet the rightfully enraged mother. "You want your eggs? Come and get them!" Barrel-rolling away from her grasp, Jetray dived into the water, the Krakken following suit instantly!

Under the water, Jetray made a beeline for the Krakken's nest, looking back to see if the Krakken was following… which is exactly when a metal claw swung into his stomach, knocking the alien in one direction, and the eggs in the other! Jetray could not move quickly enough, as the claws of the minisub wrapped around his throat. Jonah, his forehead bleeding where he'd hit it when he fell, was smiling in a sadistic manner. "Wanna play the hero, freak!? Saving some babies is pretty heroic – but not very smart!"

Jonah might have continued his onslaught, but the Krakken swimming by caught his attention… and what she was carrying in her tentacle. "My eggs!" Jonah threw Jetray to the lake floor and took off after the Krakken. Triggering a sonic device, Jonah forced the Krakken to flail in audio agony as he snatched back the eggs. He had very little time to enjoy his victory, as Jetray came swinging around at Mach speed, and slammed into the glass of the sub suit feet first! The impact was enough to push him into the lake floor, but he was still able to grab Jetray by his wing with one claw, his other still holding onto the eggs container. "I think it's time to clip your wings!"

Jetray responded by shooting a laser from his eyes to cut the arm off. "How about I clip something of yours?" He mad to cut off the other arm, but Jonah instead tossed the container away! Surprised, Jetray looked toward the container… missing Jonah rear a metal fist back, and pounding Jetray in the eyes! The results were instant, as something popped in Jetray's cornea, causing him to swim back in pain, to get his bearings again. In that time, Jonah jetted after the eggs but lost them again when the Krakken came by and swatted him away with one tentacle, the other grabbing the container. Jonah's response was a missile to the Krakken's slightly burned side, forcing it to let go again!

Meanwhile, Jetray tried to look around but failed to see anything cohesive through his eyes. "I… need to see. Need to help the Krakken…" It was at that time that Jonah caused the Krakken to roar in pain, which Xavier paused to hear. His yellow antennae vibrated as they pinpointed the sound's exact direction, causing Jetray to grin. "Yes!" Pouring on the speed, Jetray blew through the water like a torpedo, grabbing the container with enough speed to send the Krakken reeling back, crack the glass further, and break Jonah's other claw! Focusing on his newly discovered echolocating skills, Jetray went exactly to the Krakken's nest, and once he was over it, he increased his grip until the glass shattered in half, allowing the eggs to sink safely back into their home.

As Jetray nodded in contentment, he turned... coming face to face with the Krakken, who roared in his face. Unbothered, Jetray moved aside. "Sorry about all that. Here. Keep them safe. No one will bother you again. I promise." As the Krakken seemed to consider those words, Jonah came speeding in. "I broke off both his arms! What does it take to stop this guy!?" Jetray's question was answered, when the Krakken grabbed the battle suit with her tentacles and ripped it in half, biting it to pieces for good measure!

Unarmored, Jonah floated for a minute in front of an angry, 1000-lb, ancient creature… and pulled out a hunting knife and tried to stab her! As the knife broke on contact, Jonah and the monster watched as the pieces floated down, before looking at each other. Jonah raised his arms in defense as the Krakken opened its jaws… and stopped to see Jetray in front of him. "No!" He said firmly. "He's ours." The Krakken seemed to rightfully disagree, snarling at the audacity. But with Jetray unmoved, it huffed in annoyance, before just turning back and nuzzling into its nest, eggs wrapped protectively in its embrace.

It was only after the Krakken was at peace did Jetray turn around and kicked Jonah in his solar plexus, hard enough to knock him out in one hit.

As the Rustbucket cruised down the highway, Gwen read the news on her laptop. "'Wanted in over 49 countries for illegal poaching, kidnapping, and assorted other crimes, Jonah Melville was finally caught at, of all places, Nebraska National Forest at the uneventful Lake Ness. When questioned about his actions in Nebraska, Melville concocted an asinine story about 'Kraken eggs, a speed boat chase, and giant manta rays.' While it is unclear who dismantled his operation, one Jeremiah Shaw, local fisherman, commented that not only did he also see the giant manta but that Melville forgot to mention the 'human fireball.''"

"So, they really don't believe anything Melville said was true?" Xavier asked from next to Gwen, as Ben reclined on the opposite seat.

"Sometimes people will make up anything and believe it, even over the truth," Max pointed out from behind the wheel.

"Yeah, shame though," Ben mused. "It'd be nice to get some recognition for saving people all the time."

"Speaking of time," Max said, "for sneaking out past your curfew, no electronics for a week, Ben."

Ben's face fell. "What!? Why!?"

"Because Xavier told me what happened at the lake."

Now Ben's stomach fell. Thinking back to that moment? And Grandpa knowing about it? Yeah, this could not get worse. 'Should've told him to promise not to say anything about that…'

Max continued, "He told me how he snuck out, to help Shaw, and you followed to keep an eye on him. While that was responsible, you should have woken us up first."

Ben blinked at clearly wrong that all was, before looking at Xavier, who nodded. "It is just like Grandpa said. I told him everything, and that is all there is to it."

Ben blinked at how unshakably Xavier sat there, unphased. 'Did he… did he lie for me? And not even flinch or give a tell for a first-timer?' "Well, uh, yeah!" Ben sat up lightly bopped Xavier's forehead. "Someone's gotta keep an eye on this goober! Never know what kind of trouble he could get into!"

Gwen closed her laptop to address Xavier. "Speaking of trouble, are you okay? You were under the lake for a while, you know."

"Indeed, I was," Xavier said. "But, after spending so much time in it, I do not believe I am afraid any longer."

"Awesome!" Ben cheered. "That's how we roll, X! I can't wait to show you the beach and ocean!"

Xavier tilted his head, as Gwen internally panicked. "The beach? Ocean?" X asked. "What are those?"

Ben's grin widened, as a fly landed on his head. Gwen's eyes widened, and saw an opportunity (that she was totally not giggling about!)! "Well, see, the ocean -OW!" Ben rubbed the spot on his head Gwen had smack, as he shot daggers at her.

"Sorry~," the redhead said cattily. "There was a fly on you. I might have missed though!"

As Ben growled at Gwen, preparing for a fight, Xavier noticed said fly had landed… right in front of him. He tilted his head to look at it… and it followed his head. Startled, he raised a hand, and it still copied him. "How odd…" Xavier noted. Picking up his glass of water, the boy drank the rest and placed it over the Rustbucket's guest.

As he slid a magazine under the glass, Max scolded Ben and Gwen, as they had been fighting the whole time X had been interacting with the unwanted pest. "Ugh, fine!" Ben groused. "Well, so far, we've found yetis in Washington, fought dinosaurs in the Capitol, and sea monsters in Nebraska! What's next!?"

With his captured fly in hand, Xavier opened the window and released it to the outside. "We're going to see your Aunt Vera," Max said simply.

As the fly flew away, Xavier waving goodbye and closing the window, Ben's scream of horror at the news of their next stop could be heard from well outside the RV, impressive since it was driving away from the fly. As it landed on a leaf, the fly seemed to hum like a tiny processor for a minute. "Upload complete. I-5.P.Y. self destruct activated," the fly said before it sparked and combusted. The sudden force broke the leaf from the plant, and as the leaf caught fire, it burned to nothing before it even got to the ground.

High in orbit above the Earth, The Big Show received the data sent to it, relaying it directly into Dumali's main computer. The holodeck turned on and said conqueror sat and watched all his infiltration drone could gather. As he sat and watched the footage, his frown deepened at one image. "Pause-ic," and the screen froze. With two fingers, he enhanced the image: a portly elder, two youths of different genders… and X-W.9.R.R. "These are the beings that are preventing me from collecting my most powerful creation? Mere Terrans-ic!"

He then brought up all of the past fights involving the Omnitrix. "Gimlinopithecus, Petrosapian, Citrakayah, Pyronite, Aerophibian, Galvanic Mechamorph-ic… Despite only being activated for so short a time-ic, it is adapting incredibly well to combat. I must reclaim it soon if I am to become a nigh-invincible conqueror!" He slammed his armrest, shutting down all the images save one, X – W.9.R.R., looking right into the camera in curiosity. "It is quite clear that my drones are no more a match for you any longer-ic. Perhaps it's time to… view this from a new perspective…"

A/N: I am curious, how many of you figured the fly was important? I don't think it was very subtle, but that was kind of the point. Dumali is not subtle, even his spy drones can't stop buzzing in people's ears. So, hey, please tell me what you thought! I decided to go ham on the fight scenes, what with the different setup of aliens. Plus, I feel like Shaw made his fishing boat as advanced as a man looking for a lake monster would afford, not should, lakes not being very big. Enough metal and Upgrade should be able to use enough of the ship to his advantage.

And I wonder, did Xavier lie? Or, I'm lying about him lying? Will this have any ramifications down the line? I wonder... Also, getting this out of the way, we're skipping Permanent Retirement. Yeah, tried to make that one funny, but it just seemed lame. I liked it as a good classic episode, but I couldn't add or change anything that didn't feel… right if that makes any sense. Let's just say it happened off-screen as a Noodle Incident, and leave it at that. So, next time, an original adventure from yours truly, with a new spin on a familiar character. Until next time!