In one of the witches' labirynt Ben,Sayaka and Sakura where fighting some of its trio slashed all of the enemy familiar that were attacking them as they continued their way to the witch boss,the witch's identified name was Elsa Maria and was looking like a girl made completely out of dark tree roots,no facial expression and just a creepy silence.

"Bingo,Ben,Sakura!Now!I found her weak spot!"said Sayaka as the two nodded.

"Yeah!Ultimate Move:Fiery Lance!"said Ben and Sakura at unison as they finished the witch and in an blinding light all that remained from her body was its Greed Seed in all its glory.

"Sayaka,take it."said Ben showing the greed seed at Sayaka."What?"

"Well you worked the most,so the Greed Seed is yours."explained Sakura and Ben at unison putting the greed seed in Sayaka's hands.

"Well...Thanks you two!"said Sayaka taking the Greed Seed and hugging her two friends,as they transformed back and the labirynt vanished and the trio returned at the Rustbucket,as it continued its inter-american road trip,the next destination was California.

"90's Fest?Aw man...!'said Ben annoyed by the location.

"Calm down kids...I am sure you'll find something on your liking!"said Max as the team spread through the festival.

"I doubt i-!"said Ben as he,Sakura and a random men looked at a table with 5 limited edition golden Sumo Slammer figurines,surprising them."Haaaaaaah!Is that a...DUMMO NUMMO SUMO SLAMMER LIMITED VERSION!?"

"Mine!"said Ben and Sakura as they begun arguing with the blonde guy."Hah!You didn't even was 5 years old when those released kiddo!It's mine!"

"WHAT!?"cried the three in shock as Kevin took the toys being dressed with an rad hat with some 90s style "RAD" clothes."Looking for this...?"

"Kevin...!Give me that back!"screamed Ben in anger.

"Really?I don't see your name written on it...This means is mine now!Doofus!"said Kevin mockingly as Ben looked annoyed."Oooh...We are trash talking now,huh?Well you are a tiny doofus!"

"What!?I am taller than you!You have a stinky family!"said Kevin angering Ben and making him greet his teeths.

"AT LEAST I HAVE A FAMILY!Sorr...sorry...I didn't meant to-!"said Ben trying to take back what he just said as Kevin was teared..."So that's how you want it to be,huh?BASHMOUTH!"

"What!?Cool!"said Ben with sparkles in his eyes as he evaded Bashmouth from killing him."You like to bring me down mentally...then I'll bring you down!"

"WOAH!HU-HUMUNGOUSAUR!"said Ben as in an green light he turned into Humungousaur and attacked Bashmouth right into an building,they punched each other for some time until Bashmouth broke down the walls that fell on both of them.

"Ah!Ben!"said Sakura as she arrived and tried to save Ben from under the wreckage,after that Ben managed to escape from under the wreckage with sighed in relief as suddenly Ben took her arms making Sakura blush as he kissed her,making her getting all red but kissed her partner to their unknowningless Sayaka watched the whole scene from behind an stand her face shadowy and serious as tears fell down her red cheeks,as suddenly her soul gem turned black and cracked,revealing an eerie blue aura.

"Do you want to join us?"asked Ben as Kevin smirked

"I guess I can...You can count on me."said Kevin shaking the two's hands as suddenly Sayaka appeared from the shadows with a shadowed expression as suddenly the whole world turned white,becoming a Witch's Labirynt.

"What...!?"asked Sakura and Ben raising an eyebrow as they looked at Sayaka and what she need to tell.

"You...traitors..."said Sayaka as tears continued to fall down her face.

"Sayaka...Your soul gem..."said Ben looking at Sayaka's soul gem that now was broken and black.

"You two knew I loved Ben!So why...WHY!?"Screamed Sayaka as suddenly her body deformed and cracked,suddenly she grew in size,her body was now similar to Humungousaur's with two giant wings like Jetray,an symbol similar to Omnitrix and her head looked like a blue heart-shaped crown and now had long horrible white fangs and two eyes full of hate,now Sayaka was [Oktavia von Seckendorff].

"What's going on!?"cried Sakura in anger.

"I don't know...but have no other option but..."said Ben turning into Swampfire.

"Ultimate Move:Fiery Lance!"said Ben and Sakura just that Oktavia to impale them both with her sword in the ground.

At the rustbucket Mami,Madoka and Grandpa Max were waiting for Ben,Sayaka and Sakura to return but instead...Kyubey/INCUBATOR appeared in place with a wide smile.

"What are you doing here!?"

"What should I do here?Some news...Sayaka Miki,Sakura Kyoka and Benjamin Kirby Tennyson ceased to exist...KEH!HOW THAT MAKES YOU ALL FEEL HUH!?HUH!?E-?"said Kyubey as suddenly Max blasted him and all that remained from him was just a dripping green liquid...everyone remained stunned,but not because of Max's actions,but because the 'death' of their the door of the Rustbucket opened with Ben falling on the ground of the RV as everyone looked very worried.

"Ben!Are you all right!?"asked Mami very worried.

"I tried but...sorry."said Ben a tear falling from his right eye.

"W...wha...where are...Sayaka and Sakura?"asked Mami very worried as Ben couldn't even bear to remember his two friends who died.

"I did a stupid thing because of the time traveling and now...Sayaka and Sakura are death."said Ben trying to hold his rage and suddenly another Kyubey appeared

"HOW ARE YOU HERE!?"Screamed Mami as she gritted her teeths.

"How do you ask?I have multiple copies of myself...and what Ben-kun means is that Sayaka turned into a witch..He...He..HUHUHUH!"explained the Incubator with a creepy smile on his face with his eyes emotionless.

"Why..WHY!?WHY IT NEEDED TO BE LIKE THIS!?"Cried Madoka as tears streamed down her face.

"Why...?Because a new era is coming...Era of The INCUBATORS!"screamed Incubator as Kevin smacked the door entering the RV.

"Tennyson!There is a alien warship outside!"said Kevin showing the group a giant purple ship flying over the area.

"WHAT!?"screamed everyone in shock as they exit the Rustbucket.

"Ready? MY BROTHERS AND SISTERS!"Ordered Kyubey as suddenly the ship started to charge a laser that could destroy the whole area of the 90s Fes

TO BE CONTINUED...NEXT TIME!DESPAIR PART 2!THE INVASION OF THE INCUBATORS STARTS AS OUR REMAINED HEROES START THE BATTLE AGAINST THE ALIEN INVADERS!SOMETHING SAD WILL BE HAPPENING...