Ben woke up to having a headache. He lifted his head only to bump it. "Ow!" expressed Ben.

"Careful Doofus you're already sick don't want to damage your brain more." snarked Gwen

Ben didn't really pay attention to the insult part of Gwen's comment but more on the being sick part.

"How long was I out?" asked Ben

"At least 18 hours." said Gwen

"Well I can't just stay in Bed I've gotta get up." said Ben standing out of Bed and walking over to the fridge.

"Ben you shouldn't be up you could still be sick!" exclaimed Gwen in worry

"I feel fine so I am fine." replied Ben.

Just then Grandpa Max appeared getting up from the driver's seat. "Ben, Gwen could be right. When you were sick the only symptom you showed of being sick was vomiting and weary movements. Which could have been caused by Gwen's magic." explained Grandpa Max

"Well the only negatives I feel now is being kinda grumpy and a cramp in my back." groaned Ben stretching his back.

"You should still rest Ben." said Gwen.

"I'm fine. What day is it anyways?" asked Ben

"Wednesday. The day of the music festival. Also I missed out on our class forming a band just to watch over you Doofus." said Gwen

"Band? I want to go see the band and wait isn't today also a school day?" said Ben

"It was but they cancelled it last minute due to the school board meeting yesterday during the development day, and since the festival is a rare event they decided to postpone school until Thursday." explained Grandpa Max.

"Great so I can go check out the band then." said Ben putting on his shoes and preparing to leave.

"Oh no there is no way you're going out alone and sick." said Gwen blocking the door.

"Then come with Dweeb." responded Ben. This surprised Gwen so she asked "Wait you want me? To go to a social event with you? Who are you and what have you done with my cousin?" demanded Gwen

"Well One I don't know where it is. Two I don't want to remain the guy without friends at school so I'm hoping to make some of our classmates my friends. Third I know you won't let me go unless you come with anyways." stated Ben.

Gwen realized that Ben made sense but still didn't want to let him leave despite the fact that she wanted to go too.

"Sorry but your health is more important Ben." said Gwen

"Actually Gwen as long as you're with him it should be fine." said Grandpa Max earning a smirk from Ben knowing he had won.

"What?! But Grandpa he's sick!" said Gwen in protest.

"Yes but since his sickness was caused by magic you're the only one who could possibly help him recover and now that he has recovered there's no reason to keep him here except to be 100% certain that he isn't still ill. But since he feels fine now it should be alright if he leaves so long as he can go with you Gwen. explained Grandpa Max

Gwen didn't want to let Ben leave the Rustbucket but she also wanted to go so she gave in and left with Ben to Juleka's houseboat.


Marinette's day was off to a bad start. First she heard Ben was sick, then she heard that Gwen was staying with him in order to take care of him whilst he is ill, then she hears that Adrien can't come with everyone to Juleka's houseboat.

This also meant that he couldn't watch Kitty Section's (Rose, Juleka, Mylene, and Ivan's newly formed band.) very first performance. That really bummed Marinette out. She felt that her relationship with Adrien was like whenever metal gets near a compass. It goes crazy and that she was the statue which is why she has to stay away from Adrien. Alya however felt that it's the other way around. Which coincidentally Marinette does act kind of crazy around Adrien.

There was a few upsides to her day though. She did get to meet Juleka's brother Luka who seems nice. Also today was the music festival which was why they were going to form the band today.

But Marinette found it hard to enjoy herself when a lot of her friends can't spend time with her, especially her crush.

Marinette was sitting on a box listening to Luka practice guitar when Alya, sitting adjacent to her spoke up.

"Are you okay girl?" asked Alya

"Mmm-hmm." Marinette mumbled miserably.

"Girl it'll be fine. We can spend another day with Adrien, Gwen, and Ben." said Alya

"I know Alya it's just today is special and none of them could be here." replied Marinette.

"We're here." said what sounded like Ben's voice. Everyone turned their heads to see Gwen and Ben standing across from them on the edge of the Seine river.

"Wha Gwen? Ben? What are you two doing here? We thought Ben was sick and you were staying with him?" asked Alya.

"Yeah he was but apparently he's over it already and Grandpa said to take him out. So where better than to the formation of the new band." explained Gwen walking onto the boat followed by Ben.

"Great the more the merrier!" exclaimed Juleka's mother Anarka from the DJ stand on the deck of the boat. Ben and Gwen walked over to introduce themselves to her whilst Marinette was internally happy as she stared (dreamily) at Ben. Alya noticed her friend's staring and commented on it.

"I'm thinking Marinette the Compass has found herself a new statue." she said

Marinette replied with "What? Ben? No way! You're being ridiculous! Pff! Sure he's cool and nice and everything... but there's only one statue that drives this compass crazy!"

Ben and Gwen then sat behind them on some boxes that were given to them by Anarka to use as seats.

"Ho, ho, sailors! Let's give them a show! Whenever you're ready, Luka!" said Anarka

Mylene then handed the four of them and Nino a pair of earplugs saying they would need them. They all put them in.

Luka hooked up his guitar to a giant sized stereo to make his music louder. The second he struck the cord on the guitar the speaker unleashed a sonic boom disturbing all of Paris and drawing the police straight to their boat.

"Mrs. Anarka, are you completely out of your mind? I'm reading 160 decibles! That's 10 times the sound of a jet engine! You just can't do this. You'll have to play something else!" spoke Officer Roger through a megaphone

Anarka spoke back through a microphone "It's the National Music Festival today Officer Roger! My crew's allowed to play whatever they want!"

"It's a music festival, not a noise festival. If you don't turn the volume down, I'll ban your concert altogether!" threatened Roger
Marinette decided she should intervene before things escalate "Uh, maybe we could turn the volume down a bit Captain? Then there'd be no more problem, right?"

"No, out of the question. I didn't name my galleon Liberty for nothing, you know! It's a matter of principle! Haven't you ever heard of freedom of speech, Roger? This is me home! I will do as I want!" retaliated Anarka

Roger got fed up and tossed his megaphone away and stormed up to Anarka "Do you have a document stating you can moor your houseboat in this location?

"The Seine belongs to everyone!" rebutted Anarka

"You are not allowed to moor here without a parking permit! Which means you can't play your concert here either. Not to mention this incredibly messy deck!" said Roger

Roger then started abusing his power and giving Anarka tickets for things that are not even crimes or anything she has done. Of course this made Anarka furious and perfect bait for a certain butterfly.


Everyone was hanging out and just chatting when the boat was suddenly engulfed in purple energy transforming it from a houseboat into a fully armed pirate ship with laser sails and sound cannons!

Before anyone could fully understand what had happened Anarka appeared on the quarterdeck (top level of the ship). Anarka wasn't really Anarka anymore though. She was now Captain Hardrock with now wild red hair complete with a full pirate outfit and magic cutlass to complete the look. She was only missing an eyepatch.

"Raise the mainsail me deck hands let's get swashbuckling around here."laughs Captain Hardrock

"Mom?" "What's going on?" asked Juleka and Luka.

"Your mom has weighed anchor, me lad, I'm Captain Hardrock and today Paris's timbers are about to be shivered by my cannons." said Captain Hardrock. Captain Hardrock then looked through a telescope. She spotted Jagged Stone preparing his concert at the Eiffel Tower.

"Westward ho, Liberty next stop, Jagged Stone at the Eiffel Tower." ordered Captain Hardrock to her ship, Liberty as Liberty's compass adjusted itself to aim towards Jagged Stone's concert site.

"Soon, there will only be one concert in Paris only one Music Festival. We will destroy all the others. Now, get to your instruments and rock those decibels!" commanded Captain Hardrock to everyone on the boat.

"Mom please, you can't ruin the Music Festival." pleaded Luka

"You can't force people to listen to your music!" added Marinette

"No way we're playing like this!" shouted Ivan

"Mutiny? On my ship? Liberty, seize these scallywags and throw them down into the hold!" ordered Captain Hardrock. At her command chains wrapped everyone into groups of two. Ben and Marinette, Gwen and Luka, Alya and Nino, Rose and Juleka, and Ivan and Mylene. Liberty then opened it's floor beneath them like a trap door and swallowed them up below decks.

Liberty approached a bridge blocking their way forwards. "Liberty fire!" commanded Captain Hardrock. Liberty's sails glowed red and fired a red laser at the bridge effectively destroying it and making it uncrossable.

Liberty crossed through the now open river and began bombarding all the concerts in Paris with the sound cannons disrupting all the concerts and concert preparations.


Back below deck everyone was trapped in chains to one another and no one could escape. Ben, Gwen, and Marinette knew neither of them could transform here since that would reveal their identities.

Marinette looked down at her purse to see Tikki peeking out of it awaiting to know if she should break the lock. Marinette nodded in confirmation. Tikki quickly flew out of the purse and through the lock breaking it off and back into the purse again releasing her and Ben.

"Woah how'd you pick the lock?" asked Ben impressed .

Marinette had to think of a lie quickly. She reached into her purse and pulled out the Jagged Stone plectrum Luka gave to her. "With this." lied Marinette.

"Awesome." replied Ben

"You think so? Oh it was nothing. Awesome really?" said Marinette staring into Ben's eyes until Alya spoke up " Excuse me but some of us are still chained up here you know."

Before Ben and Marinette could free the others they heard Captain Hardrock coming below deck.

"Marinette, Ben get out of here." said Gwen.

"We'll come back I promise." said Marinette as she and Ben ran into Luka's bedroom followed by Captain Hardrock banging on the door until she kicked it down.

Captain Hardrock stomped in to find Ben shouting out the open window "Get help Marinette!"

"Seize him!" ordered Captain Hardrock to Liberty. Liberty shot chains out of nowhere only for Ben to duck then slide underneath Captain Hardrock's feet tripping her.

"I'm not going down again without a fight." said Ben

Ben ran up to the main deck saying to everyone else "Sorry no time to save you guys right now. I'll be back!"

Ben searched the deck and found a barrel to hide in. He leapt in it and decided to wait for when Captain Hardrock would be distracted so he could sneak back down and free everyone else.


Captain Hardrock had just bombarded XY's concert when she saw through her telescope Cat Noir perched on a rooftop across the river.

"Fire at Cat Noir!" ordered Captain Hardrock

Liberty fires at Cat Noir who leaps across the sound bombs and onto the ship's deck.

"Seize him." ordered Captain Hardrock

Cat Noir is caught by chains, however Ladybug swoops in and breaks him free.

"Seize them." re-ordered Captain Hardrock.

This time however Cat Noir and Ladybug dodged all of the chains fired at them.

Suddenly sirens were heard. Captain Hardrock's attention was drawn towards the commotion "I command you to stop in the name of the law." spoke Officer Roger through a megaphone on his police boat.

"Fire, Liberty." commanded Captain Hardrock

Liberty launched Rogers ship out of the water with the cannon fire. Before they could impact Ladybug catches them with her yo-yo string.

"Thank you Ladybug and Cat Noir." said Officer Roger

"Stay under cover we'll take care of her" replied Ladybug.

Whilst this was all going on Ben decided now was the best possible time to free the others. So he leapt out of the crate and ran back down to the lower decks of the ship. There he found everyone still chained up.

"Ben?!" what are you doing here she could come back at any second!" said Gwen

"I've got time Ladybug and Cat Noir are distracting her." said Ben as he tried to undo the chains around Gwen and Luka. Ben knew after a bit of trying he would need something to break it off or pick the lock when suddenly Ladybug came through the door

"Ladybug? Shouldn't you be helping Cat Noir?" asked Ben.

"Well I couldn't leave you all on the boat as prisoners or I wouldn't be much of a hero now would I." said Ladybug slashing her yoyo across the chains binding everyone together and thus breaking them.

"Wait Ladybug is Marinette safe?" asked Ben

"Yes she is. In fact she's the one who alerted me." answered Ladybug

"Wow must've been brave to have swam off of the boat just to get you." said Ben. Ladybug turned her head so Ben couldn't see her blush.

"Lucky Charm!" shouted Ladybug tossing her yoyo into the air and a chain fell into her hands.

"Don't worry guys I'll find a way to get you out" said Ladybug rushing back up to the deck in order to help Cat Noir.

Ben and Gwen knew they needed to find a way to separate themselves from everyone else so they could transform.

"Uh me and Ben will look for a way off of the boat." said Gwen pulling Ben with her to the cargo hold.

"Ok we should be safe here." said Gwen.

"We're not really looking for a way off the boat are we?" asked Ben

"Duh Doofus we have to help Ladybug and Cat Noir." said Gwen whilst transforming into Lucky Girl.

"Its Hero Time!" said Ben activating the Omnitrix and slamming down the core in a flash of green light.


Ladybug had come back up deck to find Captain Hardrock about to swipe Cat Noir's miraculous. She wrapped her yoyo around her wrist and pulled her off of the crows nest (the tower attached to the mast) and to right in front of her.

"Don't be an impatient scurvy Ladybug. You're next in line!" said Captain Hardrock drawing her cutlass. She began to duel Ladybug up to the quarterdeck.

Officer Roger tried again to stop Captain Hardrock but was only blasted out of the water again on her order. Captain Hardrock turned to resume her dual with Ladybug only to find her gone.

"Huh? Where did you go? If you refuse to give me your Miraculous, my next target will be Major Bourgeois and his land lover-in Orchestra. Liberty, next stop Cit-" Captain Hardrock was interrupted when a pink energy dome surrounded itself upon her.

"What magic is this!" growled Captain Hardrock slashing at it with her cutlass but putting no dent.

"It's called mana." said Lucky Girl floating in on a platform with a being that has a black exterior with green stripes that resemble circuitry all over him. The being was Ben as Upgrade who also had a green circle on his head which is his eye. Upgrade also had a long neck and no toes.

"This was too easy." said Upgrade who would be smirking if he had a mouth.

Lucky Girl facepalmed and replied "Way to go you just jinxed us Doofus!"

"No I didn't she's still trapped in her- shatter!" Right as Upgrade was saying that Captain Hardrock's cutlass shattered the mana shield into shards and she was free.

"Told you so." said Lucky Girl lowering them down to in front of Hardrock.

"More superheroes to stand in my way! I won't stand for it! Seize Them!" shouted Captain Hardrock. At her command chains appeared out of nowhere and latched themselves around Lucky Girl and Upgrade.

Lucky Girl struggled to escape but Upgrade just turned into a puddle and reformed to his natural shape thus freeing himself.

"That the best you can do. Because I'm not impressed." taunted Upgrade gaining a snarl from Captain Hardrock.

Captain Hardrock lunged at him with her cutlass. Upgrade leaned to the left to dodge. Hardrock swiped at him again but this time Upgrade ducked the strike and before she could attempt to cut him a third time, Upgrade fired a laser out of his eye blasting Captain Hardrock overboard into the Seine.

Captain Hardrock's head resurfaced as she called to Liberty. "Liberty throw me a chain!" Magically a chain attached to the mast of Liberty launched itself to Hardrock. She grabbed on and it magically retracted pulling her back onto the ship's main deck.

"Haha strange creature! You cannot defeat me on my own ship!" boasted Captain Hardrock. Before Upgrade could say a comeback Ladybug and Cat Noir came out of their hiding spots where they regrouped and began fighting her again. This time the fight was more even since Ladybug and Cat Noir had each other's backs.

Lucky Girl was slowly burning through her chain with her laser eyes but very slowly. Upgrade came up to her and broke the chain in an instant with a quick blast from his laser eye.

"Why didn't you do that earlier!" said Lucky Girl crossing her arms

"Uh I was dealing with Swordfreak over there and you're welcome." replied Upgrade

"Next time don't jinx us." said Lucky Girl leaping over the railing to go aid Ladybug and Cat Noir.

Upgrade was about to join them when a thought crossed his mind. He thought back to what Captain Hardrock had said earlier "You cannot defeat me on my own ship!". If Upgrade could he would be smirking right now as he began hijacking control of the ship's compass.


The fight was going well. Ever since Lucky Girl joined into the fight Captain Hardrock had been overwhelmed and almost never able to command Liberty to aid her since she was stuck on the defensive.

Captain Hardrock growled and shoved Cat Noir away and sliced at Ladybug forcing her to back off and giving herself the space she needed.

"Liberty! Seize them!" ordered Captain Hardrock only for Liberty to not respond.

"Liberty! I said seize them!" now demanding said Captain Hardrock. Still no chains appeared. Now everyone was curious as to what was happening.

Lucky Girl leapt up to the quarter deck to see the unusually patterned compass. The compass now held a green circuitry on black pattern. Lucky Girl knew this meant Upgrade had merged with the compass.

"Way to go Be-errr Upgrade now turn the ship on her." said Lucky Girl to Upgrade. There was no response.

"Uh B- Upgrade? You ok?" asked Lucky Girl tapping the compass that was now going loco due to Upgrade being made of a liquid like metal.

Before Lucky Girl could continue to pester Upgrade the ship started lurking and turning. It was because of the compass. Since Upgrade was now merged with it it was going crazy and pointing the ship in random directions causing it to twist and turn.

"Wah!" said Lucky Girl as she fell off of the quarterdeck and onto the main deck where the fighting between Captain Hardrock continued despite the ship's instability.

"I don't know what you scalawags have done to Liberty but you'll all pay!" growled Captain Hardrock as she slashed and dueled with Cat Noir. Ladybug wrapped her yoyo around Hardrock's wrist but the ship then chose to tilt right causing her to lose her grip in order to regain her balance and letting Captain Hardrock free.

Cat Noir whacked her on the head with his staff knocking her down but not out. Ladybug signaled for him to grab the other end of her chain. As Hardrock got up they leapt towards the compass dragging Captain Hardrock with them and chaining her to the compass which was still going crazy.

Captain Hardrock struggled against the bonds but it was futile.

"What's wrong with the ship M'lady?" asked Cat Noir holding on to the railing to keep balance.

Ladybug looked at the compass and saw it was acting like it was in contact with metal.

"I don't know it's like it's in contact with metal but it can't be the chain since it has been acting up for over a minute now!" answered Ladybug.

"It's Upgrade!" shouted Lucky Girl levitating herself up to them on a platform.

"What do you mean it's Upgrade?" asked Ladybug

"I mean the green/black alien has power over tech and merged with the compass but he won't come out!" replied Lucky Girl as she mentally added to herself "What is going on Ben."


When Ben had merged with the compass to hijack control of the ship he hadn't expected what happened. It was like when he merged with Rojo and saw Vilgax in a vision but less scary and more purple.

"Who are you!" demanded the deep intimidating voice. Upgrade saw it as some purple butterfly symbol but knew it was not the real source of the voice but only how he perceived it.

"Name's Upgrade and you are?" answered Upgrade

"I am Hawkmoth and you have interfered in my plans for far too long. I don't know who you are but I will find out your identity and all of Paris's other superheroes too! No matter how long it takes I will win in the end and you will pay for standing in my way!" boomed the voice of Hawkmoth now bursting with rage.

"Sorry Hawky but I've faced and beaten tougher villains than you. You don't scare me but one day. We will find out who you are and defeat you, saving Paris from your tyranny once and for all." said Upgrade defiantly

"You dare stand against me! You are truly foolish and I will personally enjoy discovering your most once I acquire your miraculous and gain your power that you waste on pointless heroics!"

"Dream on Hawkmoth! I'm the one in control not you!" yelled Upgrade. The purple void he was floating in suddenly vanished as he poured out of the compass like goo and reformed in front of Lucky Girl, Ladybug, and Cat Noir. Once he un-merged with the compass the ship became less frantic but still was going haywire due to the metal chain tying Captain Hardrock to it.

Liberty veered right hitting a diagonally edged border along the Seine launching it into the air and slamming it down upon some helpless trees. The battle was over and Captain Hardrock defeated.


So after that whole akuma disaster was reversed with Ladybug's powers Roger checked Kitty Sections volume which they had lowered. It was still a little louder than the legal limit but Roger let it slide and went on his way.

Even more conveniently Adrien's father had changed his mind and allowed him to come.

"Hi everyone, hi ma'am" greeted Adrien as he boarded the boat.

"Witch where you're working! Ditching the-the-the" stuttered Marinette. Adrien didn't understand wht she had meant to say until he tripped right over it and knocked down a stereo.

Nino and Luka went over to check if Adrien was okay.

"Nah it's all good, I- " Adrien began but stopped when he opened the piano case he had tripped on "Whoa, an original ZX20.4, I love the sound of this instrument." said Adrien

"Aww, that old thing, no one knows how to play it." said Anarka

"I know how to play it." replied Adrien

"Great, welcome to the band Adrien." said Luka offering his hand. Adrien took it and Luka pulled him up.

"Thanks, uhh." Adrien began but didn't know Luka's name

"Luka." said Luka introducing himself.

"Thanks Luka." finished Adrien

"Is the compass going crazy?" teased Alya as she whispered into Marinette's ear. Marinette look between Adrien and Ben who was sitting on a box.

Before Marinette could respond Anarka approached them from behind "You know matey, sometimes disorder can be a good thing, if this keyboard hadn't been lying around, we wouldn't have gained us a keyboard player."


Later that night everyone had set up all of the instruments and stage set on the boat and were ready to play.

"Evening everyone, our name is Kitty Section. One, two, three." said Rose who was the lead singer.

Kitty Section starts playing their song. Somehow Rose was singing in a deeper voice "I love unicorns, I love unicorns, and cute little fluffy cats."

Ben, Marinette, Alya, Anarka and Gwen were the audience. Everyone was sitting on boxes or some chairs they found within the mess on the houseboat.

Gwen sat by Ben and asked "So what was up with you being Upgrade earlier?"

Ben sighed and answered "You remember that when I had possessed Rojo as Upgrade before I had seen Vilgax in that dream void place."

Gwen nodded and Ben continued "Well it was like that but instead of Vilgax it was Hawkmoth." Gwen gasped. She looked around to see if anyone else had heard them but the sound was drowned out by the loud music.

"Does he know who you are?" asked Gwen

"No. But he definitely knows that all of my aliens are just me." answered Ben

This left Ben and Gwen a little uneasy. As they were discussing this between themselves they hadn't noticed Marinette giving Ben the same dreamy stare she usually gives Adrien.


Whew I really rushed this chapter through. I don't mean that I just made it super fast but I mean I worked twice as long as I normally do so that I will have more time to work on the Halloween special chapter that I will release next and hopefully if I got myself enough time will release on Halloween so next chapter should release early! Also Marinette's crush on Ben will be like in the show where she has a crush on Luka and Adrien but Ben takes Luka's place in that. Please review, fav, and follow and stay up to date on my profile so you'll know if there are any delays in chapter posting.