Sorry for the long wait. But on my profile I promised to update ALL my stories. I hope you enjoy this chapter.

Blue Rhino- just keeeeeeeep reading. making blue wait Blue: JUST TELL ME! lol, you'll see, you'll see.

"Why couldn't it have been HeatSpot! Or FourArms?" complained Ben talking about getting Grey Matter.

"Well excuse me! You were the one that let them go in the first place!" yelled Gwen.

"Would the two of you stop it!" yelled Max. "Fighting will not get you anywhere."

Gwen and Ben pouted and looked away from each other. "Well the next alien is DiamondHead? Does that satisfy your needs Ben?" asked Gwen sarcastically.

"Yea, actually so I can poke you to death!" said Ben.

Max sighed. "Will these two ever give it a rest?" he asked himself.

They were in the rock mountains where the omnitrix said Diamond Head was.

They were turning a sharp corner on the mountain when giant green goo tackled the car. Gwen and Ben ran to the window to see StinkFly flying around... laughing!

Max stopped the car quickly before crashing over the hedge.

"StinkFly about to get Stinkgrounded" said Ben pressing his omnitrix. He turned into Grey Matter and pressed a button on the floor. The floor opened and a little fighter plane came out.

"Told you this was a good idea." teased Ben. Gwen sighed and rolled her eyes. Ben grinned, and hopped in the mini plane.

Gwen pulled the plane back into the compartment it came out of like a sling shot. She let go and Ben locked in place.

"Five, four" started Ben. "Three, two, BLAST OFF! YAHOOOO!" screamed Ben as he shot up out of the RV sun roof.

"Wow! Another alien!" StinkFly said. "Join me in my pranks!"

"Yea right!" shouted Grey Matter. Grey Matter press a button in his little plane and lasers started shooting out of the plane.

"Oh! So that's the way you want it! FINE!" shouted StinkFly. StinkFly cricled back around and started shooting slime. Ben reared the plane upwards moving straight. Ben activated a feature on the plane that gave more oxygen and put a cover over the top so he wouldn't freeze to death.

StinkFly, Gwen, and Max watched as Ben wheeled it into the sky.

"Haha! Must've been to scared to fight me!" cheered StinkFly laughing.

Then Ben zoomed straight down towards StinkFly spinning and shooting lasers.

"Whoa!" yelled StinkFly flying toward the mountains. He flew behind the rocks.

"Hmm... Hiding are we!" yelled out Ben through his speaker. Ben flew in a tad closer. He shot a few lasers but StinkFly didn't come out.

Ben finally flew back and then very fast towards the rocks.

"Ben! Don't do it!" shouted Gwen and Max from the RV thinking Ben was going to crash.

Ben flew fast and turned sharply skidding along the rocks of the mountains.

"OH no!" screamed Gwen.

"Arrr!" yelled Ben in frustration and he turned quickly and the plane skidded off the rocks. He saw StinkFly and shot at him like crazy. StinkFly got hit. Ben pulled upwards and over the rocks back out into the open sky.

Ben waited a couple of seconds. He had a plan. Then StinkFly rushed out at Ben, just high tailing it ready to tackle him. Grey Matter grinned and turned off the plane.

"Ben no!" yelled Max as he and Gwen rushed out of the RV. They watched Ben drop ten feet and then Ben activated his emergency jump. The top of the plane flew straight up hitting StinkFly hard making her stumble a little bit and lose balance. Ben shot up on his chair and ducked his head. The chair slammed into StinkFly and she cried out in pain. ((A/N- Yes this StinkFly is a girl.))

Ben activated his parachute and floated back down to Gwen and Ben. Too bad StinkFly was already prepped. She shot goo out of her at Ben's parachute and Ben went crashing into the rock wall. Gwen screamed and ran in the RV. Max ran to where Ben fell trying to get him to wake up. Ben opened his eyes slowly.

His omnitrix started shine and glow. He turned back into normal Ben.

Ben and Max walked back around the van and saw StinkFly zooming towards them.

Max and Ben covered their face. Gwen jumped out of the van with a metal pole and swung at StinkFly like a baseball bat. StinkFly flew back crashing into a rock below.

"Note to self... Hide metal poles from Gwen." said Ben grinning. "Thanks."

Gwen smirked, "Even though you might still be annoying, your still my cousin." Gwen smiled and put her hand on Ben's shoulder.

Lime green darts shot out at Ben, Gwen and Max.

"Kids! Get in the van!" yelled Max. DiamondHead was here too.

StinkFly was up from her blow and shot goo that made Ben, Gwen and Max stick to the rock wall.

"I can't get out!" yelled Gwen. Ben started to slowly move out. Diamondhead shot tons of crystals aiming from the outlining of his clothes and StinkFly shot more goo. They were in trouble... They'd need more help then just Grey Matter. And even at that Ben couldn't transform at the moment.