Ben and Star are heading to school.

"Earth is so cool. It makes me wish my parents send me here earlier." said Star

"I'm glade you like here star. But I have to ask how your magic coming?" asked Ben

"Great I'm getting to done great." she says as she throws her wand up into the air and catches it. Then she fires a blast into the sky. "Whoops, didn't mean to do that."

"So who teaches you?"

"No one, well my mom did tell me this one spell. But other then that I'm learning on my own."

"So your self taught, just like Gwen."

"I guess your right. Oh, when did Gwen started to learn magic?"

"She found out she can do magic about a month after I got the omnitrix. She got this spell book of this villain we defeated."

"Gwen has a spell book as well."

"Wait, your saying you have a spell book also."

"Yeah, it came with the wand. But I haven't started to read it yet."

"Why?"

"Well when ever a previous owner of the wand mastered a spell they wrote it down. Its a complete disorganized mess and some are wrote in an ancient language. Wait maybe Gwen can help me."

"Its possible, you can ask her. We are meeting up with her and Kevin tonight."

Sometime later Ben and Star were in class.

"Look, look, look, look. Its my name with a star in side a butterfly and two hearts and a spider." said Star as she draw on her desk.

The teacher started to pass out the test. "Okay, class some did well, other did all right, and the rest could do better." said the teacher

"Well I got an F for fantastic."

"That's an F for fail." said Ben

"Huh?"

"What you don't test on Mewni?"

"Uhuhuhuhuh, so what grade did you get?"

"I got a C-. I don't to bad."

"Now class for those who scored less then 75% are required to take a retest tomorrow during there free period." said the teacher

"Retest?" questioned Star

"He dose this so some students can get better grades. We can study for it together." said Ben

"Why do you need to study you got a C-."

"Yes I got a C- but it was a 70%. So I need to study."

"But what about Gwen and Kevin?"

"We are going to meet them around 7. So we can study till then."

"Okay."

later Ben and Star walked home and started to study. A figure looked at them in the shadows.

at Ludo's castle.

"Ludo, master Star just got back home from school and she seems distracted." said Buff Frog

"Distracted! Wait is that monster there?" asked Ludo

"No I haven't seen that monster that fought with Star."

"Excellent! Without that monster and Star distracted the wand will be mine. Once I get my hands on that wand it will transform to match my hat and I'll get my big boy body. I will kick down a town. Zip zap zip zap zip. And I'm a lifeguard. One two three."

"Is that CPR?" asked a bear monster

"SILINCE! Yes, unfortunately I was to late."

Back on earth. Ben and Star are studying in the backyard.

"Wow Ben this studying is a lot easier then I thought." said Star

"Yeah, I find it is easier to study with someone then by yourself." said Ben

"Hello Star Butterfly." said a voice

Both Ben and Star looked and saw Ludo and his gang of monsters.

"Ludo, what are you doing here?" asked Star

"Catching you at your most distracted." said Ludo

"What I have been way more distracted then this."

"I don't know you seem pretty distracted. Plus your monster friend is no ware around."

"Not really, and Ben is helping me study."

Both Ben and Star but there books down and got up.

"I'm guessing were are going to have a fight on our hands." said Ben

"I would say so."

Ben activated the omnitrix. Then changed the icon. "Hum, why don't I try this one." Ben then slammed down the omnitrix. "Chromastone!"

"Where did he come from?" asked Ludo

"Oh, Ben has a devise that let him change into different aliens." said Star

"What, really so the green monster that shot the fire balls that was him?"

"Yeah!" said both Ben and Star

"Well we learn something new. Anyway get them." Ludo's monsters charged. Ludo jumped on the giraffe monsters neck then on to a bat monster.

"Dagger Crystal Hear Attack." said star as she shot out crystal hearts at some of the monsters.

Ben punched a monster. Then his body glowed and he shot out a multicolor beams and hitting a few monsters.

Star bit Buff Frog's arm. Then dodge an attack. Then hit a monster over the head with her wand. She turned around. "Rainbow Blast." she said as she fired. The monster jumped out of the way and hit Ben.

Bens body started to glow bright. "That didn't hurt." Then fired a blast at the monster that jumped earlier. "Wow that blast was more powerful."

Star ran over to Ben. "really!?"

"It looks like this alien can absorb energy attacks and send them back with more power."

"Ben I got a plain." Star pointed her wand at him. "Turbo Sparkle Rainbow Blast." Star's wand glowed extremely bright.

"Not again." said Ludo as the attack was coming, but he and his monster were not hit. "HA, you missed."

"No I didn't." she said pointing to Ben

Bens body was glowing extremely bright. Ben fired a multicolor blast. That send Ludo and the monsters flying. Then turned back to normal. "Well we better get ready to see Gwen and Kevin.

Ben and Star got there stuff ready and headed over to the Max's RV.

"Hey Gwen, Kevin." said Ben as Kevin was working on the rust bucket.

"Hi, Gwen, Kevin." said Star

"Hey!" said Kevin

"Hello Ben, Star." said Gwen

"I'm glade you said you would, help me with my magic book and spells." said Star

"It's okay, I even brought my spell book. I thought you might you find a spell that's not in yours you might find useful."

"Thanks!" star said then noticing the size of Gwen's spell book. "Wow!"

"What's the problem?"

"Nothing its just your spell book looks a lot different then mine."

"Well each spell book is different. I wouldn't find it surprising."

Star unzipped the duffle bag and took out her spell book. "Well here's my spell book."

"Wow!" said Gwen surprised

"That's a big book. I can see why you haven't started learning from it yet." said Ben

"Thanks for helping me Gwen. Ben told me you started to use magic soon after he found the omnitrix." said Star

"Yeah, that was a great summer." said Gwen

"More like that summer was incredible. It was hero time, all the time and Kevin was still a bad guy." said Ben

"Let it go, Tennyson. I know your here to keep an eye on me." said Kevin as he got out from underneath the RV.

"It's sweet that you want to fix up Rust Bucket 2." said Gwen

Kevin then lowered the RV back to the ground and went in side.

"I'm still not buying the "nice guy act", Kevin." said Ben

"Ben!"

Kevin got into the driver seat and took out the Plumber's badge. He but it in front of the radio. It beeped then it reveled something. "Okay, I'm gonna try the engine." Kevin started up the RV.

"Go, Kevin." said Ben

"Yeah good work." added Star

Then the Rust Bucket 2 started to move. Ben grabbed Star and Gwen and jumped on the ground so they won't get hurt. "Come back, Kevin!" Then he started to chase after Kevin.

"Ben!"

Ben activated the omnitrix and hit it. "Big Chill!" He went up into the air and flew after Kevin. Kevin looked and saw Ben in the rear view mirror. Kevin hit a button, then a canon came out and started to fire at Ben. Ben dodge the blasts. Then it fired again and Ben phased thru it. Ben then breathed out ice and froze the road. Kevin stared to loss control and hit a button. Then spikes came out of the tries and he regained control. Ben send out more ice sending the RV off the road. Kevin hit the a button and got a ram or the front of the RV and smashed thru trees. Then got himself back on the road. Ben went invisible.

"Nice try, but tonight, your minding your own business." said Kevin as he pushed a button, and showed Ben on the screen. Then a missile fired and lunched a net catching Ben. Soon the net dissolved and Ben turned back to normal. Then soon Star and Gwen cached up.

"He got away." said Ben

"Whoa. I mean... oh, on!" said Gwen

"How could I have let my guard down? He's a liar and a thief!"

"That was the old Kevin. He's different now, and we're different, too. I can track him from this." said Gwen tacking out a rag.

"You kept his handkerchief?" asked Star

The handkerchief floated and glowed purple. "Got him!"

Kevin was showing the RV to Argit.

"All right. It's a bucket of bolts, man." said Argit. Kevin took him in side and used the Plumber's badge to open a few compartments. "Like I said a bucket of bolts. But the aftermarket extras are worth a fortune."

"Think your guy will take it?" asked Kevin

"Oh, yeah. If he ever got then chance." Argit launched spikes and hit Kevin in the neck. Kevin froze up and fell to the floor.

"I cant move."

"Oh, sorry, Kev. See, this haul's worth enough cashola to pay off everybody I owe and finally live a little." Then Argit thru Kevin out of the RV.

"The Rust Bucket's all I have to bargain with."

"You should have held out on me, buddy." Argit closed the door of the RV. ""When you can walk again, you go see him. A tech dealer named Volcanus. He says he knows you. Says he wants you dead." Then he drove off.

Kevin absorbed the rock. Then punched a big bolder apart. Lift it up and thru it. Argit saw it and turned to avoid it.

Sometime later Ben, Star and Gwen catch up with Kevin.

"Now I know this looks bad." said Kevin

"Bad?! Bad?! If you don't get the Rust Bucket back, I'll show you bad!" said Ben

"Doubt it."

"What happens when this is all over and grandpa comes home? Where's he going to live then?"

"Do I have to separate you two?" said Gwen as her hands glowed purple

"He stole grandpa's home. What find of jerk steals an old man's home?"

"Ben has a point, only a jerk would steal someone's home." said Star

"He must have a very good reason. Right?" asked Gwen

"Yeah, this is important. "said Kevin

"Important to you." said Ben

"One second." Kevin took out the Plumber's badge and active the map. There was a red dot.

"You hid a tracking device in the undercarriage." said Gwen

"Like I'd let anybody swipe a fortune in Plumber tech from me."

"But someone did steal Plumber tech from you. I'm guessing you didn't plain for this." said Star

"Maybe not, but still." Kevin looked and saw the looks that Ben, Star and Gwen were giving. "Ok, maybe I am jerk."

"Maybe?!" said both Ben and Star

sometime later the four found them selves at an abandoned building. Kevin kicked the door in and Gwen send a glowing purple orb to light up the room. Then they saw the Rust Bucket.

"Stripped!" said Kevin

"Great. So where's your fortune, Kevin?" asked Ben. He looked around and then picked something up. "What's this worth 5 bucks?" Then he kicked over some tires. "We are supposed to be keeping the planet safe from an alien invasion, and we can't keep a motor home from being stolen?"

"Drop it!" said Kevin as walked away.

"Don't walk away from me!"

"Is this where you turn into an alien and try to kick my butt?"

"I'm considering it."

"Ben..." said Star but then the doorknob started to turn. Gwen turned of the orb and they hide. Then Argit came in and entered the RV and ripped something out.

"Score! I knew I missed something." said Argit Then he left the RV. Then a purple orb lit up the room reviling Gwen. He looked back and saw Ben, and saw to his left was Star. Then he saw Kevin to his right. ""Uh-oh." he ran and jumped out a window thru wood. Ben chased after him activating his omnitrix and hit it.

"Echo Echo." said Ben as he transformed. "Don't let him get away." Argit turned a corner and saw two Echo Echo's "No equals." Both send out a high-pitched scream, sending Arget back. Argit climbed up a ladder and saw there was a Ben up there as well. "Hi" then he send a scream at Argit. Sending to the ground, Arget was surrounded by like 20 Ben's. Argit send out spikes hitting the Ben but one ducked just in time. Then Gwen and Star came and was ready for a battle.

"Watch out!" shouted Kevin

"Don't warn him." said Star and Gwen

Argit shot his spikes. Kevin ran and grabbed Star and Gwen and fell to the ground. "No you girls watch out."

"Oh." Then the three were out because the were hit.

"Wall of sound." said Ben as he made more copies as they scream and Argit shot spikes. The sound wave send the spikes back at Argit and nocked him out.

Later, when Argit woke up he was tide up. With the four of them around him. Argit tried to shot the spikes.

"I superglued them to your head." said Ben "Everybody awake?" The Echo Echo's noticed only one was still asleep. "Close enough." The Echo Echo's combined back into one and Ben turned back to normal. Then he got up. "So, let's get this straight."

"I'll give it to you straight. You cannot trust that man." said Argit

"Me?" said Kevin

"Do you know what he was gonna do? Steal your motor home and sell it to another criminal. Thank goodness I stopped him."

"But didn't you steal it from Kevin and took it apart?" asked Star

"Yeah, I may be a crook, but this guy's no good. You can't trust him. He'll stab you in the back just for laughs."

"Thanks, buddy." said Kevin

"This creep's got a point. You're always up to something. Self-serving, shifty, always working some kind of angle. Always a thief. Well? What do you have to say for yourself?" asked Ben

"You know what, Tennyson. I don't have to explain myself to you." said Kevin as he walked away. "Or you either." he said to Gwen "I'm done with you three."

Gwen looked a little sad.

"You know he reminds me of my ex-boyfriend Tom." said Star

"Really?" asked Gwen

"Yeah, Tom always had a anger problem. They just seem similar."

sometime later Kevin found his way to an old air field. He soon found himself surrounded buy aliens wearing red.

"Take me to the boss." said Kevin the aliens took him to Volcanus. "I hear you're looking for me, Volcanus. Well, here I am."

"Kevin Levin. I can't decide whether to trade with you or tear you to pieces. Remember that counterfeit-isotope scam a few years back?" asked Volcanus

"Yyyyyeah. Sorry about that."

"You left me holding the bag and at the mercy of the Plumbers. I escaped, but now I'm stuck on earth, swapping level 3 tech to get by. Thanks to you."

"Ancient history. I'm here to make a deal."

"I have the Plumber gadget you want." He said as he showed it to Kevin. "What'll you give me for it?"

"Look, completely straight. I had this stash of Plumber's technology, but I lost it."

"You want to owe me?"

"Tell me what I have to do to get it."

Volcanus held out his hand, Kevin took hand out. Then Volcanus grabbed his arm. "Kneel." Kevin fell to the floor. Then a rock came from out of the ground. Then this rope grabbed Kevin and forced his hand to the rock. "First, you're going to pay me back for the double-cross."

Then Kevin started to absorbed the rock. "I... can't... stop... absorbing."

"Because I don't want you to. You're recursively absorbing a piece of taedenite, the rarest, most precious gem the galaxy." Volcanus's minions moved Kevin back as big shards come out of his back. "This is the only piece of taedenite in this spiral of the milky way. Or it was... until you came along."

"You're garbage!" Kevin said as more and more shards came out of his back. Volcanus's minions climbed on Kevin's back.

"You owe me. I'm gonna take it out of your hide, then sell you off, piece by piece." Then Volcanus's minions started to break of the shards. "And I'm going to do it forever."

"Do what you want to me. But Ben Tennyson gets that Holoviewer."

Volcanus laughs. "You're in a bad position to make demands."

"He would be if he were alone. But he's with us" said a voice They looked over and saw Ben as Big Chill, Star and Gwen.

"You followed me?" asked Kevin

"That whole "get mad and storm off" act? Please."

"You have friends? Had friends." said Volcanus as he brought out his blaster firing at Ben. His minions jumped off of Kevin. They charged at Star and Gwen. Gwen grabbed some with her magic a thru them. She then started to but up shields as they tried to attack her with there pickax's. Star dodge there Pickax's and then fired magical blast at them. Volcanus walked over were Ben landed. But he was gone. Then came form behind hi Volcanus fired his gun and Ben breathed out ice and froze the gun. Volcanus thru the gun away and tried to punch Ben, but Ben went intangible. Making Volcanus hit something.

"Good way to break your hand." said Ben as Volcanus saw his hand was broken. "Told you so." Then oil sprayed on Volcanus face.

"You wouldn't even be fighting if you knew what he did to me."

"He stole. He ran. That's Kevin."

Then Volcanus sprayed Ben with oil in his face. Then punched him with his not broken one. Then Ben fell on to the floor.

Gwen was still making shields to protected herself. Then she saw Star fire a magical blast that broke a pickax, then it exploded. Then Gwen jumped over then minions. Then destroyed a pickax as well.

Ben was starting to get up. Then Volcanus got him. "I'm the injured party here. When the Plumbers came after me, they blew up my ship." Then Ben breathed out some ice. Then phased thru Volcanus forming ice where he went in. Ben kept doing it till all but Volcanus's head was frozen. "W-w-what are you doing?" Then his robot body exploded. Volcanus got up and ran.

"Kevin." said Gwen as she ran up and used her magic to free Kevin. "You all right?" Soon Kevin retuned to normal and so did Ben. Then Ben and Star ran over. "Easy." Gwen said helping Kevin up.

"What about him?" asked Star seeing Volcanus.

"What about hi. We're even." said Kevin The four started to leave. "Wait." Kevin stopped and pick something up.

"That's what you were after?" asked Ben

"Another Holoviewer?" asked Gwen

"I heard this one's special." said Kevin giving it to Ben

"Why didn't you tell me?" asked Ben

"Think about it, I'm an ex-con. I've done a lot of stuff I'm not proud of, stuff that if you knew, you'd probably never trust me again. So, next time I say "drop it," drop it."

"That's not how it works, Kevin." said Gwen

"It's not what you did that matters, but what you're going to do." said Ben

"Maybe you not as bad as Tom." said Star

"Who's Tom?" asked Kevin

"Star's ex-boyfriend." said Ben

"Uh-huh. You gonna look at that?"

Ben activate it then Max showed up. "Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can. You can't go it alone. By now, you're probably meeting some of the other Plumber's kids. But you have to find more. You need to put together a team." Then Max disappeared.

Then next day after the retest.

"So how did you do ben." asked Star

"I got a 75%. How about you?" asked Ben

"I got a 70%."

"That's great Star." Ben said excitedly

"But it's not that good of a grade."

"But Star you first test was a 20%. You improved a lot."

"Well its all thanks to you. You helped me study." Then Star hugged Ben. Ben blushed a little. They stopped hugging. "Do you think we can do what we did yesterday again?"

"What, the studying or the fighting aliens and monsters?"

"I mean the studying. Of course we are going to fight aliens and monsters again."

"Sure I had fun studying with you."