It was all going so well for Ben Tennyson. At the beginning of the day, he won his soccer game, talked to a girl he remembered that's on the same class as him, caught a few glances from the cool girl he secretly liked— yet it all went downhill the moment he tried to show his MVP medal to his grandfather.

After the game and talking to Julie who decided to talk to him just as he was about to leave, Ben decided to pay his Grandpa Max a visit. It led Ben learning a few things from just a simple choice to see his grandfather; One that Grandpa Max was not in his R.V, Two that there is some alien looking around the place, Three Ben has to use the Omnitrix again to help a Magister plumber sent here on Earth for an assignment and Four Kevin Levin is back in Bellwood.

And knowing those four lessons didn't promote such an excitement to the omnitrix wielder— if anything Ben dreaded the day.

"You know him?" Magister Labrid asked in a hushed tone as the three of them; Ben, Gwen and Labrid hid far from where they won't be caught but open wide for Ben and the others to watch.

"Kevin Levin," Ben named the guy Labrid was speaking of, his green eyes narrowed in distrust as he watched Kevin talk to the people he's trading with. "— he's got superpowers, He and I fought all the time when we were kids."

Beside him Gwen gave a pitying look, "He ended up trap in the Null Void— kind of like an extra-dimensional jail."

Magister Labrid scoffed as he kept his gaze on the broker-dealers, his tone fully intending to reveal what he thought of Kevin. "Well, he's brokering the deal."

"Why not?" Ben spoke out, not as a question but more of a rhetorical statement as though those were enough to fully explain why Kevin Levin is currently at the premises brokering a deal. "You said it was illegal."

The three continued to watch the dealings before them, in time to see Kevin demonstrate the alien-tech in front of the cloaked men as well as taking out a clear capsule out of his trunk. What it contained inside made Ben and Gwen frown in confusion.

"Is that...?" Gwen mutters, unsure how to continue her words but Ben was similarly stunned enough to connect the words. "...a cat?"

Unaware that beside them Magister Labrid's face contorted in rage. "Those technology are higher level weapons! Planet Earth is only level 2!" his words pertaining to the lances and the cat inside the capsule.

"Hey what happened to the whisper?" Ben's brows furrowed, his voice still hushed despite their cover already blown if the dealers weren't so stuck up their toys.

"Oh okay, never mind the whisper—I guess we are gonna bust them now, huh?" Ben turned to glance at Gwen who went to follow Labrid as the Magister walked out their hiding position and marching towards Kevin and his goons.

Magister lifts out his gun, showing his Plumber's badge with the other, his wet pure black eyes glaring daggers towards the illegal doers. Cocking his gun, ready to shoot Labrid said: "Hands above your heads, air breathers."

The Cat in the clear capsule heard their voices just when it was still a whisper, her dark cat eyes taking in the three newcomers with a frown on her face. With nothing to say, the cat only hissed.

"By authority of the Plumbers, you are all busted." Labrid continued to threat while Ben and Gwen stood beside the plumber with a concentrated look in their eyes. Ben and Kevin frowning at each other when their gazes met,

The three men, Kevin was brokering the deal with turned to the three newcomers. Lifting their hands behind their head nearly identical to what the Labrid wants them to do yet the dealers lifted their hands as though pulling off a mask and revealed the same appearance of the alien Ben fought of at his Grandpa Max's R.V

"What now?" Gwen asked Labrid as it turns out there weren't only two, the other workers around them turned out to be the same species, surrounding the three of them.

"Stand off." Magister Labrid said, started firing the DNAliens close to him and Gwen activated her magic to follow his lead, placing her attention towards the Forever Knights that were in along the trading.

The premises filled with grunts and yelling as well as war cries, a few splatters here and there as well as destroyed equipment while the cat in the capsule laid back with a bored look upon its face; deciding to pass her time licking her soft pure white fur, a lock of fur on top of her head a shade of bright blue. Bored.

It wasn't until she felt her container jolt did the cat let out a sharp hiss, glaring daggers at Kevin who rolled his eyes at her. "Come on, don't give me that look-"

Yet the cat continued to give him the look, "Don't be so dramatic— Ow!" Kevin cradled his hand closer to his chest. He tried to open the capsule only for it to shut close on his hand, it was pulsing red by the second he took it away. The cat laid back, a gloating look present on her dark eyes as it continued to lick her fur clean.

A mocking silence passing between the two before Kevin let out a grunt, huffing his chest as he stepped back. "Fine then just stay in there! I'm about to beat some Tennyson ass anyway." With a stomp on his feet, Kevin marched away her capsule. The cat never looking at his direction and continued to cleaning herself,

━━━━━━»»•••««━━━━━━

She didn't know how long she was asleep, but her obsidian beady eyes opened when her body hit the clear capsule with a forceful clash. She found herself still inside the capsule perched on top of Gwen Tennyson's lap, the cat letting out a confused frown at the knowledge of it.

The redhead sat on Kevin's passenger seat with a silent bite on her bottom lip as Kevin turns his upper body to glare at Ben Tennyson who sat at the backseat with Magister Labrid. The cat remained confused on what was going on or where they were planning on going with her.

"Don't talk to her like that." Kevin growls as Ben Tennyson leaned forward with his own anger.

"I'll speak to her in anyway that I—" Ben pauses, his eyes moving towards the now awake cat sitting quietly inside the capsule on Gwen's lap. Its black beady eyes watching Ben Tennyson in a way as if it understood him.

Shaking his head, Ben weakly leans back on the seat. Giving a sigh when he felt his body turn heavy. "You're right... I'm sorry Gwen, I didn't mean to talk to you like that— I'm such a jerk."

The cat on her lap huffed, while Gwen gave Ben an understanding glance. "It's okay Ben. I'm worried about Grandpa Max too."

"It's just that— I wish he was here. He would have known what to do."

Kevin leant back on his seat with a deep sigh, glancing towards the cat who was back to glaring daggers at him. Kevin shook his head and started the car, ignoring Labrid's super encouraging words towards Ben Tennyson. This was going to be a long day for Kevin Levin,

Kevin remained quiet throughout the ride, only letting out some comments just to spite Ben and as always the omnitrix wielder refuses to be the one to lose and barks back. "Subtle— nobody would think to look for Knights in here." Ben said as Kevin stopped the car a bit far from the Forever Knight's headquarters which only looked like a castle.

"You didn't." Kevin huffs, turning off the car and got out with the others following along.

"So... what should we do with her?" Gwen asked as she held the capsule up her chest, the pure white furball hissed as they looked. "Why are we even bringing her along?"

"Someone's cranky," Ben let out a smile as he poked at the clear capsule, the cat letting out more nasty noises at his mockery. The omnitrix wielder turning to glance at Kevin who stepped back at the cat's tantrum. "Why sell a cat, anyway? You running a pet shop behind our backs now?"

Kevin snorts, "You think the Forever Knights want a house cat all of a sudden? yeah, right. Place her as a guard dog if they want." Walking towards Gwen and the capsule with forced bravery. "And don't call her a pet, she hates you enough already; don't add more to the fire, Tennyson."

Kevin opened the capsule, gesturing a hand towards the cat who only sat and looked away from him. "Don't make me force you out of there, Stinky." The cat remained unresponsive.

The Tennyson cousins stared at him weirdly while Magister Labrid remain quiet.

"Maybe we could just leave her in the car?"
"And leave her suffocating? yeah, nice idea." Kevin snuffs as he tried to get the cat out of the capsule, it wasn't until Ben let out a sigh and stepped forward.

"Here, let me try." Kevin willingly gave way, stepping back for Ben to take over his place in front the opened capsule. While Gwen remained holding it up, unable to place it down when the cat continued its tantrum; not wanting to be let down.

"kitty-kitty-kitty..." The cat inside the capsule glanced at Ben, and the others thought they finally got it, but soon slumped in disappointment when the cat rolled her eyes and avoided them once more.

"Okay, that's it!" Kevin having ran out of patience took his hand in and pulled the cat out by the back of her neck. The cat hissing at the touch and tried to claw at him.

"Kevin!" Gwen and Ben called at the forceful action but none went by to stop him.

Kevin ignored the two cousins, and frowned at the hissing cat— pulling her up to face him. "Don't be such a drama queen! I'll give you back your toy once we finish with this." The cat stopped its noises, watching Kevin with a narrowed gaze and the cousins gaped at the action.

"So will you help us or not?"

"Is he... actually talking to a cat?" Ben leans closer to Gwen, keeping their gaze towards Kevin and the cat who continued to talk to the cat.

"...I think so..." The cousins gaped when Kevin placed the cat on his shoulders, the pure white furball no longer cranky and was now neutral. It's sky blue locks remained unrestrained.

"So, how do we get in?" Kevin asked as they saw the metal bridge hung up to cover the gates. Magister Labrid glanced at the cat on Kevin's shoulder, the latter also glancing towards the cat but Ben didn't notice the exchange and turned to face his cousin,

"Gwen?" The redhead nods, and extended her hand. A blast of pink aura held the edge of the metal bridge and pulled it down with a groan; successfully opening the gates.

"There's no one here." Ben looked around the dark area, the cat on Kevin's shoulders jumped down. Walking beside the redhead magician. "You sure this is the right place?"

"There's a hidden door," Kevin nods, while Ben got a glimpse of the white cat walking around until it jumped over a crate and peeked inside. "Keep looking."

Kevin followed the cat, Ben following them with his gaze, seeing Kevin pocket a golden necklace. The omnitrix wielder frowned at his actions. "Maybe you should have brought a shopping cart."

Kevin remained quiet, keeping a smirk on his face as he took out another jewel and pocketed it. Ben rolled his eyes and stepping away before seeing the cat perched on a crate, seeing it squirming out its head, its paws trying to touch the blue locks hitting her eyes every time she looks down.

"Hey, what'cha doing there?" Ben stepped closer towards the cat, he for sure saw it frown but that's impossible.

The cat pawed over a piece of jewelry, Ben looked and saw an expandable choker necklace purely designed with rhinestones. "No, I don't think so." Ben reached out his hands, at first hesitating as he waited for the hissing noises but when none came, he carried the cat up and away carefully, only to realize the reason for its compliance.

Ben looked down and saw the cat's teary beady eyes. Softly staring at him as she widened her pupils to look even more cute. And just as he thought it couldn't get worse, it let out the softest cry he had ever heard. "Meep."

With a sigh, Ben looked back at the crate and back again to the cat in his arms. "Fine, but only this one."

Reaching out, Ben took the rhinestone and placed it on the cat's neck as sort of like a collar. Stepping back, he didn't realize an empty armor stood by and made a loud noise as the steel armor fell on the floor. "Aargh!"

"Aw come on, man! What are you doing?" Kevin frowned when all of the others turned towards Ben's direction. Alert and ready to fight,

Seeing such serious expressions, Ben let out a wince. "Sorry..." and placing the cat back down to the floor. "Guess I'm just a little paranoid."

Kevin saw the glittering jewelry and let out a smirk, his eyes focused on the modeling cat in front of him. "Looks like someone is glad she went along with us."

The cat turned to him and purred, but it was covered when a growl behind them echoed the empty hallway and Kevin widened his eyes at the cat. Both gaping at each other and when the cat went to purr, another growl came out of the hallways.

Looking back, they finally realized the reason of the sound and saw a dragon sending a fiery gaze at them. Picking up the cat, Kevin and the others took off. "Is that actually a living-breathing dragon?!"

"What do you think?!" Kevin yelled as they took a sharp turn, the others too focused on getting away that none questioned a voice speaking out, all guessing it was Gwen.

"Nobody move! Hands on your head!" Dozens of Forever Knights surrounded the group, lazer-pointers all directed at them, the very alien technology that Kevin was brokering earlier.

"Make me!" Kevin glared and as a reply, the Forever Knights cocked the lazer-pointers.

The concrete tiles beneath them started to shake before they could fire, lifting itself up and moved towards the Forever Knight's like a wave, sending all of them down but it was soon replaced by other Forever Knights so the pondering over what happened was pushed aside as Kevin stepped forward and covered his arms with concrete when the Knights started to fire.

Gwen swiped her hand, forming a pink shield around them while Magister Labrid took out his gun and fired back towards the Knights, "Whoops." Ben muttered when he heard a growl behind them and turning back, the Dragon was once again present. Destroying the doorway it didn't fit into.

Glowing green surrounded Ben the moment he pushed his Omnitrix down, "Echo! Echo! Echo! Got him!" lunging him-selves towards the Dragon. Trying to stay as it started moving to shake him off,

While Echo Echo dealt with the dragon behind them, Kevin and Labrid bonded over an exploding alien technology—the cat decided to stick close to Gwen. Having more trust on the girl's capabilities on staying alive without much ruckus compared to the men.

Being thrown in the corner, Echo-echo let out a reverberant noise, with her sensitive ears the cat let out a yelp. Covering her ears as much as she can with her paws. Before soon deciding to leave the area with a blink of an eye, her last place being puffed by smoke.

"You could warn somebody when you're gonna do that." Kevin frowned, lowering their hands.

Gwen nodding along next to him. "Seriously. I've got earplugs in my purse."

"Sorry. That's all of them." Ben's voice came out vibrant from the dozen copies, before each disappeared with a green glow and a human Ben finally stood in front of them. His gaze moving to glance at Labrid when he saw him leaking. "Hey, are you okay? There's water leaking out of your suit."

"That's not water." Labrid let out a grunt, Kevin and Gwen managing to catch him when Labrid almost fell on his knees.

"You all right, man? Ben, listen to me. I got a tire-patch kit in the car— Maybe we could—" Labrid shook his fishy head, already knowing it was too late.

"No time for that. There's nothing anyone can do."

"Let us help you."
"Katherine could help yo-" Labrid cut off Kevin before he could finish, a weak breath coming out of his lips as the Plumber turned pale.

"If you want to help me, finish the job. You have to find out where the level-5 tech is coming from."

Ben nodded, a grim look plastered on his lips as he does so. "I will."

"That's just the tip of the iceberg, kid. Your grandpa was on the trail of something big—an alien conspiracy with Earth in the middle." Labrid let out a difficult groan, already losing time. "He was working undercover. If you crack this case, maybe you can find Max and save your planet."

"I can't do it without grandpa. I don't know how— " Labrid shook his head, not believing his doubts for one second.

"You... you are Ben Tennyson. You can do anything." And with his last breath, Labrid let out a small encouraging smile. Feeling bad for letting human teenagers to deal with such a pressuring job.

Gwen let out a gasp besides Kevin, leaning towards the man in hopes for comfort. While Ben kept his eyes on Labrid's no longer formed body with grim determination.

"I'm gonna need help." Ben says as he and the others stood to leave the building.

"You know I'm here for you." Gwen places a hand on Ben's shoulder, the two cousins staring at each other with a nod of understanding, yet Ben glanced towards Kevin. "Kevin, there's no money in this..."

Kevin kept his stare clear as they got near his car. "Yeah true. But I'm in." Their eyes noticing a white ball of fur sitting right on the hood of the car. "And we're taking her along with us."

Gwen and Ben rolled their eyes at him, "Just what is this obsession of having the cat with us?"

Kevin smirked towards the cousins as they walked to stand in front of the grooming cat. "Oh, as I've said she is no ordinary cat."

The white cat stopped her grooming, "You darn right, I'm not!" Turning to glare at Kevin; the rogue male crossed his arms at the sight of her while the Tennyson cousins gaped at the talking cat.

"What have you got to say for yourself, Kevin Levin?" The Cat combed out her whiskers, patting her puffy cheeks as she did so. The male in question let out a sigh,

"We need your help..."

The cat huffs, her beady eyes glancing towards the Tennysons. "We? What happened to the Plumber?"

At the mention of Labrid, their shoulders slumped but covered it right immediately. They have a mission to finish, Ben steps forward— closer to the cat. "He's gone and Kevin says you're no ordinary cat. The Forever Knights also wanted you, so there must be something about you that could help us."

The cat titled her head, contemplating on giving any information. "Yeah I do but what do I get in exchange of my services?"

Kevin lets out a huff, "What are you? A genie?"

The cat's eyes glowed a starlight white. With a smirk she says, "I might as well be." and the trio let out a wince, closing their eyes at the bright glow emitting from the cat, only when they opened their eyes a cat no longer sat there but a girl.

Her body molded like a woman's yet Ben and the others almost couldn't see her with its skin resembling black abyss of the universe yet a few cracks was apparent on her skin, letting a light glow seep through. It reminded them of volcanic cracks yet compared to it, it didn't look heated. It looked compelling, like the stars at night sky.

Her hair moved with invisible air and flowed as though it was under water yet its tips leaving puff like smoke wherever it goes, covering her whole face; leaving no sign of ever showing what it looked but Ben and the others could feel the gloating and simmering anger behind it. Her hair continued to shine, it wasn't as concentrated as before so the trio could look at her enough without burning their retinas.

"Well?" Ben and the others blinked and the cat—woman was no longer there and Ben felt a slight shiver behind him and saw her glowing hair. "What do I get?"

Looking back, they saw her floating in mid air. Lightly and elegantly flying as though it was normal. "I'll have you know," she disappeared once more with a puffed smoke and slapping a hand behind Kevin's head. "-I'm not taking any deals with him. I was too trusting."

Kevin letting the slap slide, gave out a groan. "I said I'll give you back your toy."

"You broke my bass!" The glow of her hair turned a heated red, the cracks on her abyss skin resembling molten lava cracks as her voice seemed to grow darker. "And! Planned on giving me to the Forever Knights!"

"We'll buy you a new one!" Gwen steps in, gaining the glowing alien's attention.

Calming down, back to her starlight glow, "I already have enough money to buy a new one." Her voice monotonous.

"But you don't want a new one." Ben speaks out, taking note of how the girl reacted to having mention her bass. Sending Kevin and Gwen a look, he focused on the girl as she turns to look at him, well her head turned to him. Her hair keeping its way of covering her whole head despite its constant flow movements. "Maybe we can fix your bass, Gwen might have a spell for it— So, help us."

To further prove his point, he sends Gwen a look who nodded and assured there was a spell for it. The cat flinched before sensing no lie from them, the alien contemplated her choices, before letting out a grumbled mutter of curses under her breath and once again covering herself in starlight glow. "...Fine..."

Replacing herself with human skin, long messy brown hair reaching just over her chest replaced the immense human-like length of glowing hair. It parted right in the middle, to show medium low arch square eyebrows and sharp cat like eyes, her ears pierced with black buttons. Her lashes remained long and eyelids completely single yet she didn't seem to mind and further accentuated her cat-like eyes with dark eyeliner. Her cute raised nose let out a snort while her lip-glossed lips frowned at them.

Ben gaped at the sight of a familiar person, turning to glare towards the male who placed them at this situation. "You kidnapped Katherine Blakewell?!"

Kevin shrugged,

Gwen beside him frowned in confusion, "You know her?"

Katherine joining in, "You know me?"

Ben tried to fight of a blush but that didn't stop him from rambling like a weirdo. "I— well, yeah! I mean— I know you, I'm not sure if you know me— I'm Ben Tennyson— we go to the same school together... so I kinda do know you? I see you in the hallways— we've been in the same school since kindergarten..." Ben internally cringed as the more he spoke the more Katherine frowns in suspicion.

Learning that they go to the same school ever since kindergarten was pretty neat for Ben Tennyson. He noticed Katherine Blakewell at the hallways and usually alone at lunch times. She seemed cool— she is cool. At least in his perspective, she was one of the people Cash avoided and the teacher's often praised. The moment she stood up for him back in grade school when Cash accidentally bumped into her while planning on bullying him placed Katherine on his good graces. He wasn't able to talk to the girl, every time he did try she would either ignore him or disappear before he could. She only remained in his sights from then on, not in a creepy way but he couldn't help but admire the girl. She remained what she wanted to be, not caring what other people think. Unknowingly even helping him once more on History by retorting back to their know-it-all Social Sciences teacher when the teacher kept trying to embarrass him in class,

"Putting that aside, are you willing to help?" Gwen asks, lifting a hand as though to change the awkward situation.

Katherine took her dark eyes away from Ben's and towards Gwen. "Just this once. Then fix my bass." Gwen nods, lifting her hands to gesture towards the car.

"You guys wanted help, let me help." Katherine extended out her left hand— a hidden lazer-pointer appearing out of nowhere floated right in front if her.

Taking a scent of it, Katherine said: "I know where they are, let's go."

"-Wait!" Gwen stared at the lazer-pointer in awe. "How did you do that?"

Katherine frowned in thought, based on what she can tell— Gwen has an amazing amount of mana. Seeing how curious the girl was, Katherine couldn't help but be reminded of someone else.

"Are you sure this is going to work?" Kevin asks as they got inside the car, Katherine taking the back seat, letting Gwen have a try of locating. Not wanting to sit beside her bass-destroyer.

"No, I've never done this before. But in theory I should be able to trace the vibrations from this laser lance back to the people who used to own it." Gwen sees Katherine nod when she glanced, seeing the go signal. Gwen took a breath in and concentrated— finding herself crossed leg, floating above ground.

"I thought I destroyed all those things." Ben's brow furrowed as he stared at the lazer-pointer floating in front of them. Turning to glance behind him to see Katherine shrugging, she didn't mind having one of those in her arsenal.

"I didn't conjure it from thin air, if that's what you're asking." Hearing her response, Ben narrowed his eyes towards Kevin.

"I kept one as a souvenir. Lucky, huh?"

"Hey, it's working." Gwen called out to them as the lazer-pointer started pointing forward. "Follow me!"

"I'll follow you anywhere." Katherine heard Kevin mutter under his breath, the sound of his heart beating loud on his chest and Katherine tried to keep in her digesting dinner still on her stomach when her heightened hearing heard him. "Except there! Come on, Gwen! Paint job!"

"This is it— down that mine shaft." Gwen pointed towards the dark entrance, the lazer-pointer falling down to the ground at the same moment they decided to get out of the car. Taking in the scent, Katherine nods in agreement. They are here.

"We'll have to get past the—" It didn't took Ben long to finish his words as Katherine disappeared and appeared in front of them in a span of a second with a puff of smoke. A DNAlien already laying on her feet, passed out.

"What did you do?!" For Katherine it was definitely a DNAlien, her nose hasn't failed her so far but for Ben and the others it looked like a normal citizen.

Katherine let out a dark smirk, uncrossing her arms as she bent down. "Relax, Sugar Queen! He's a DNAlien, I could smell its disgusting flesh from a mile away." To prove her point, she took off the mask and fully revealed its true appearance.

Seeing that she was right, Katherine handed the mask over to Kevin for him to inspect. Not like she trusts him all of a sudden, but in terms of alien gear— Levin knows it best. "It's like the mask the aliens at the train station were wearing. We're getting warmer."

Nodding in understanding, Katherine stretched out her arms as they walked inside the abandoned mines.

"Not much to see down here..." Gwen let out a gasp as they got further inside but before any of the DNAliens catch a sight of them, a gush of wind pushed them down and hiding behind a rock. The trio sending Katherine a thankful nod,

"Big! It's the mother ship." Kevin gushed, seeing the huge sight of it, though the groups of DNAliens were a huge turn off.

Ben shakes his head, peeking in along with Kevin and the others. Only letting their eyes see. "Don't you get it? Grandpa Max has to be in there."

"So how are you guys getting in?" Katherine raises a brow at them, and the trio turns to her in confusion at her wording.

"Us? What about you?" Kevin frowns, thinking this was where she leaves but Katherine only sends them a smug grin before slowly disappearing on sight.

"Unlike you dunderheads, camouflage is a great skill of mine." Kevin rolls his eyes, before letting out a wince he felt a harsh pinch on his side. Katherine slowly coming back in appearance,

"You don't happen to share that skill, do you?" Ben tilts his head, hoping to get the quickest and easiest way in. Giving his most hopeful stare but Katherine only lets out a smug smirk.

"How's this work again?" Ben frowns, holding the metal mask that the DNAlien was wearing.

Kevin let out a grin, already noting what Katherine wants him to do. "Photonic displacement. You can set it to make you look like whatever you want."

Giving out a shrug, Ben grimaces as he placed the mask, successfully turning into a DNAlien. "How do I look?"

"About the same," Kevin remarks, smirking at the sight of Ben.

Katherine besides him, crosses her arms. A grin matching her smug. "Taller."

Ben rolled his one eyes at them, "Ha. Ha. Ha. Get in." The Tennyson gesturing to the mine cart,

Kevin frowned at the cramped cart. Confused and suspicious, "Why?"

With her second plan on place, Katherine let out a sinister chuckle and disappeared in sight. "Have fun in the cart!"

Giving out a groan, Kevin went inside the small cart but soon realized that he wasn't going in alone when Gwen asked him to make some space for her.

"Hey, how's it going? What's up?" Katherine invisible beside him, gaped at him with a furrowed face. Just what is he doing?

"I owe you a call." DNAlien Ben pointed towards the passing alien with a calling gesture before taking a turn and pushing a stop. Katherine beside him, coming back in appearance. "End of the line."

"Seriously?" Katherine raised a brow towards Ben, the omnitrix wielder raised both his brows in question.

"Aah, It's freezing in here." Kevin frowns as he caressed his arms, looking around the mother ship. " 'I owe you a call' ?"

"Don't be such a baby."

"So..." Katherine lifted her heels, glancing at Ben. "What's next?"

"See if you can find out where grandpa is."

"It is cold, though." Gwen mutters towards Kevin, fully agreeing on the decreased temperatures. Both of them turned to glance at Katherine who wore a black tank top and open oversized earth brown hoodie. Her high waist washed shorts revealing her long legs with her black ankle boots.

She didn't look freezing at all. Katherine sniffed around, not getting any scent of Max Tennyson. "I'm not getting any Max Tennyson around,"

"Okay, let me try something." Gwen's eyes glowed pink before it stuttered and stopped. Sending Ben a saddened stare. "I'm sorry, Ben. Grandpa was here... maybe a couple of weeks ago, but he's not here now."

Kevin frowns, not seeing the point of being here now. "So, now what? We just get out of here, right?"

"Wrong." Ben shakes his head, eyes lowered. Katherine watched the trio, not really liking how they are spending the time. "When I was little, Grandpa Max taught me to ride my bike. He ran alongside me, holding me up while I pedaled. By the time I realized he had let go, I'd already been riding by myself for a long time."

Katherine liked the sentimentality, really she does. Yeah, not so much. "Training wheels off, guys. We're gonna finish the mission." Ben lifts hid gaze off the reminiscing and focused on determination to see this mission done. Katherine felt the atmosphere turn different as he did so, and somewhere deep inside— she couldn't help but feel inspired by him.

The notes are coming in now.

"Let's look for the Weapons room." Gwen says as they hid by the sides, avoiding any exposure.

Without as much looking a glance, Katherine shrugs. "On it."

Before the trio could ask how, Katherine phased her head to the wall beside them. Seeing that it wasn't the weapon room, she further went inside— making sure to keep herself invisible as she does so.

However, before she could fully leave the others she heard the words: "She could do that?"

And when Katherine got back, they were already discussing of a plan. "Boo!"

"Ahh!" The trio glared at the cheshire grin plastered on Katherine's face. Letting a few chuckles out of her lips as she raised a brow at them. "A little louder, why don't you? No big deal, just talk out loud about how you plan on attacking in the middle of enemy territory."

"Don't scare us like that!" Ben gives out a smile, it was a bit funny. Especially the look on Kevin's face when she shocked them.

"I found the Weapon room," Katherine extended her hand, holding Gwen and Ben on their shoulders. "Makes sure to hold each other tight."

The trio felt a slight tingle within their bones before a strong pull from Katherine made them phased through the wall. Leaving them unseen as they go room to room,

"We'll be out of here before they even—" Before Ben could finish his words, the intangibility wore off when Katherine let them go. A blaring sound of alarms, ringing through.

"Oops." Katherine didn't notice there were alarms present,

"You were saying?" Kevin narrowed his gaze towards Ben, and Katherine rolled her eyes at the petty fighting. She doesn't like Kevin for destroying her bass but you don't see her biting his head off every minute.

"How about we fight them instead of each other?" Gwen suggested, already getting exhausted from their bickering.

DNAliens fill in the room seconds after the alarm rang. Gwen activated her pink plates and started throwing them towards the aliens as well as pulling up a shield to keep them protected.

Kevin took in the skin from a metal nearby and ran ahead to punch some aliens daring to get near while Ben fiddled with his watch before glowing green.

"Humongousaur!" Ben yells out, noticing the sudden height increase and huge built, he let out a smug grin. "Yes! Guess what time it is? It's hero time!"

Humongousaur ran ahead as well, smashing and hitting. While Katherine remained behind Gwen, not particularly doing anything. She already spent a lot of energy,

"Save some for me. Those creeps cost me a major payday." Kevin yelled out when he noticed Ben getting all the DNAliens. However, a sharp sting glared at him and he turned his head to see a redhead glowering at him. "Also because they're evil, and we're against that."

"I can't believe you just did that. And you didn't help!" Gwen directing the last words towards Katherine who lazily shrugs.

"Hey, I got you guys to the Weapon Room, right?" They'll give her that,

"We kicked butt!" Ben cheers as the DNAliens laid around him all unconscious. "But there could be hundreds of these guys in here."

"We destroyed the weapons. Why not just leave?"

"Good call. Let's— oh, man." Katherine couldn't finish her words as a gigantic alien stepped inside the weapon room, almost the same size as Humongousaur.

"What are you creatures doing on my ship?" When none of the four answered him, it let out a menacing growl. "I do not repeat myself to lower life-forms. What are you doing on my ship?"

"You just repeated yourself." Katherine states. While Kevin frowns, "Did you just call me a lower life-form?"

"I'm pretty sure he did." Ben steps forward, "And while he may have a point, it's rude to say so."

The Highbreed marched forward, glaring daggers at them. "You vermin would dare mock a highbreed commander?!"

Kevin scoffs, picking himself up and clenching his fists. "I'd mock anybody who uses the word 'mock.' "

Running ahead, Kevin leaped to hit the Highbreed only to get smacked to the side,
"Kevin!"

Gwen wasn't able to go towards the fallen rogue when the Highbreed makes its way towards her next, lifting up a shield to protect her only for it to be easily smashed. Katherine gaped at the show of strength.

"Aah!"
"Did he hurt you?"
"No."

"Well, I'm gonna hurt him."

Ben stops the Highbreed, not bothering to turn his head to glance at Gwen and Katherine before Kevin could attack. "He's too strong. I'll hold him off. You guys get outside."

"I'm not leaving you to fight that thing by yourself!" Gwen shakes her head but Ben already made up his mind.

"No time to argue. Kevin, get her out of here!"

Kevin without any forewarning, lifted Gwen over his shoulder like a potato sack. "You heard the man."

"Let me go!" Gwen squirmed yet Kevin's hold on her tightened instead of loosening.

"As soon as we're off the ship." Katherine hesitated, looking back. Seeing Ben keeping hold of the Highbreed although it looked like that wouldn't last long. Should she leave?

"Maggot! You would face me alone?"

"Uh-huh!" Ben nods as he keeps fighting the Highbreed as Humongousaur but movement just above the Highbreed made him pause,

Katherine's Cheshire grin greeted him as she appeared floating behind the Highbreed. Her eyes fully darkening until it no longer had any whites and shades itself like abyss, her eyes looking at the Highbreed in full concentration.

"Vermin!" Humongousaur frowned when the Highbreed's hold on him loosened and turned to fight in the other direction, hitting air.

"Whoa!" Humongousaur took a step back when the Highbreed Commander took out a swipe around him. Still fighting his own fight,

"Filthy creature! Hold still!" Katherine then floated towards Humongousaur, her black beady eyes still following the Highbreed.

"Why would I do that?" Humongousaur gloated, watching the Highbreed in amusement and confusion. "What's wrong with him?" Humongousaur whispers towards the still floating Katherine, both their gazes remained on the shadow fighting Highbreed.

"He's in his own illusion of a fight with you, though don't talk loudly because he can still hear you. It will override the illusion." Humongousaur nodded, taking note of that.

"You've ruined everything by discovering this location. You've set our plans back months! Inferior scum, I have to move my ship, find a new hiding place, and have to sterilize the area."

"Sterilize?" Katherine frowned on the wording. Her hold on the Highbreed slowly loosening its grip.

"Destroy all life within five miles of here. No witnesses will live to tell the tale."

Humongousaur's eyes widened, "You can't!"

"I can, and I will." The Highbreed turns to where he heard Humongousaur, already knowing the illusion hold on him. "There you are!"

The Highbreed rounded up a punch, catching Katherine on his grip, "Let me go!"

"Let her go!"

"Aah! Filth! You've infected me! Get off my ship!" The Highbreed and a few DNAliens came out, successfully hitting Humongousaur out of the mothership as it started to fly. Katherine being thrown after him,

"Guess you showed him." Katherine flew before she actually started to fall. That was stupid of the Highbreed to do,

"He's going to destroy the town."

"How?" Kevin and Gwen asked, Humongousaur falling just near them when it happened.

"I don't know, but he's going to do it now unless I stop him."

"You've got yourself a big problem!" They all looked up, seeing the mothership planning on sterilizing the area already up in the air.

"Guess you're needing upsies, huh?" Katherine let out a grin, grabbing his tail. "Let me help."

Katherine lifted Humongousaur up in the air, grimacing a bit from his weight before throwing him towards the mothership. "No! Oh! Come on! Come on! Come on! Not fun."

They just keep getting more and more surprised from Katherine's abilities. Ben was both excited and dreading to figure out more of it.

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"How'd you find me?" Ben asked, just as a pair of black ankle boots landed in front of him, Kevin and Gwen following just a few seconds after.

Katherine shrugs, smirking towards the omnitrix wielder. "Just followed the scent of loser and here I am."

"Well we looked for the front end of the big trench you dug with your face." Kevin answers, while the Tennyson cousin worriedly kneeled in front of him.

"You okay?"

Ben nodded, taking Gwen's reaching handkerchief and wrapping it around his wound. "Humongousaur skinned his knee, and it was still skinned when I turned back."

"So what happens now?" Kevin asks as Ben stands up. Giving out a sigh,

"We keep looking for Grandpa Max."

"Guess the best way to do that is to solve the case he was working on."

"Easy as pie." Gwen stands next to her cousin with a smile, before it disappeared with a frown. "Anybody know how to make a pie?"

Ben dismisses the meaning of the question, keeping his eyes glancing between Katherine and Kevin. The two watching him with a blank look, curious yet still passive. "Listen. We've had a lot of problems in the past, but I wanted to say thanks." Ben reaches out for a handshake, "We wouldn't have made it without you."

Kevin and Katherine made no move to hold his hand, Katherine more so kept staring at his hand like it was a mystery she found in a kitchen.

"You still won't make it without me." Kevin says, Ben and Gwen glancing at each other at the possible meaning of his words.

"Are you saying you want to help us?"

"I'm saying I made somebody a promise. I'm seeing this through to the end." Kevin shrugs, keeping his hands on his pockets.

"Then you can shake hands, right?" Ben smiles, Gwen placing her hands over his. "Well?"

Gwen turns to stare at Katherine who remained on her stance. "Katherine?"

The woman in question was quiet for a while, contemplating before she shrugs. Sending the trio a lazy look. "Nah. Our deal says until this mission, so I'm going home." Katherine turns to Gwen, "I'll go ahead and give you a call on when you'll fix my bass."

Just before she disappeared in a puff of smoke, she sent them a single wave. "Bye, losers." Fully disappearing,

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