At a store Ben was listening to the message from Max over and over again.

"Think we should be worried about him?" Kevin asked Star and Gwen "He's been watching that thing for hours." He noticed Gwen was staring at him. "Problem?"

"Why haven't you asked me out?" asked Gwen

"What?!"

"You heard me. We spend all of our time together, and you obviously like me."

Kevin chuckled.

"You do. I see you mooning at me when you think I'm not looking."

"Mooning?"

"And I like you - most of the time. So I'm asking you again."

"See? That's the problem - you're asking me. A guy does the asking."

"Yeah? When?"

"Don't push me."

"Don't push me." said Gwen in a mockingly tone.

Both Gwen and Star walked away.

"Well If you ask me you and Kevin would make a great couple." said Star when they were out of ear shot of Ben and Kevin.

"You might be right. But I have to ask what are you're thoughts about Ben?" asked Gwen

"What do you mean?" Star said in a nervous tone.

"I mean you have a crush on him."

"No I don't." Star said blushing a little

"Really, I have noticed you and Ben spend a lot of time together."

"Well I'm staying at the same house as him. That doesn't mean I have a crush on him." Star said still blushing

"True, but I also noticed the way you look at him when he isn't looking."

Star was blushing a little more. "Okay, I might have a crush on Ben. After all he's nice, thoughtful, loyal, kind, and cute."

"I agree except for the cute part." The two started to laugh.

"You know I did find something strange about Ben the first time I met him."

"What do you mean?"

"It's just when I meet him it didn't feel like it was the first time."

"What do you mean?"

"When I met him at school I knew I was meeting him for the first time. But I had a feeling that we met before a long time ago, but I can't remember."

"Really? That's strange."

To Ben and Kevin.

"You know, my dog used to gnaw at a spot on his butt over and over. The vet made us put a cone around his neck." said Kevin

Ben turned of the message. "Easy does it. I'm not the one your mad at." said Ben

"Cut me a break here. You want to go fight some aliens or something?"

"Or something? Let me see your Plumber's badge." Kevin handed over the badge. Then Ben activated the map. "Each of these blips shows the location of another badge."

"Yep."

"And where there's a Plumber's badge, we'll find a Plumber - or, at lest, a Plumber's kid. Come on, you're driving."

"You girls coming?" Kevin asked Gwen and Star. Then they went to the car.

They were driving down the road.

"Plumber, Plumber, Plumber. You ever notice that you say a word enough times, it loses its meaning? Like a chance to ask someone out. Every time that chance comes along, it has less and less meaning, until you don't have the chance anymore at all." said Gwen

"Oh, for crying out loud." said Kevin

"Are you guys having a fight?" asked Ben There was a girl walking iritic on the sidewalk then she started to walk into the street. A semi truck swirled out of the way an hit a pillar. The bridged started to brake apart. They got out of the car and say the accident. Kevin started to race down to the truck. Then a car started to fall off the bridge. "Gwen!" Gwen ran and used he magic to make a purple ramp. So the car landed safely on the ground. The bridge started to brake abort more and the people started to leave there cars. Then it again started to brake apart more. Both Gwen and Star made slides with there magic. Ben activated the omnitrix, then selected his alien and hit it. "Humongousaur!" He jumped of the bridge and went under it. Then grow in order to stabile it. Kevin absorbed the roof of the truck then ripped it off. People started to slide down the two slides that Star and Gwen made. "Get everyone down. I cant hold this together much longer."

Gwen then noticed the girl was about to get hit. "The girl!"

"I got her!" said Star as she was tacking out her dimensional scissors, but before she could do anything. A figure came out of the sky and grabbed her. Kevin pulled the man from the truck.

"Everyone's okay!"

Ben let the bridge fall then returned to normal. They ran over to the girl and mystery man how saved her.

"I-I have to get out of here. I was running, and I..." said the girl before she blacked out.

"It's okay, Trina. You're safe now. These Guys saved you." said the man

"Your friend's the one who saved you." said Ben

"And if he wouldn't have, I would." added Star

"Well whoever you guys are, whatever you are, thanks. Something strange has been happening to the girls at our school lately." said the man

"Glad to help. We made a good team out there." Then Ben noticed something. "You've got a Plumber's badge."

"Yeah, my dad gave it to me. You guys know about the Plumbers?"

"At this point we may as well be them." said Kevin showing him his badge.

"I'm Ben. This is Star, Kevin and my cousin Gwen." said Ben

"Wait. Ben as in Ben Tennyson? I am a huge fan of yours. But I heard you disappeared. I'm Mike Morningstar." he said as he shocked hands with Ben then Kevin. He shocked Star's hand. "So this was what you were plaining on using to save her." Mike said as he touched the wand.

"Oh, no I was plaining to use something else. But you saved her so no big deal." said Star

Then Mike walked over to Gwen and shocked. Then sparks came out.

"Oh!" said Gwen

"Wow! That's never happened before." said Mike

"Maybe it's because we both have powers?"

"That's a theory."

"Anyway, now that we all met." said Kevin

"I should make sure Trina gets home okay. But after that, why don't we meet up at my place and talk?"

"Sure." said Ben

"Okay." said Star

"Sounds good." said Gwen

"Can't wait." said Kevin. Mike picked up Trina and flew off. Then there was a beeping nose. "What was that noise? It wasn't my badge."

"OH, sorry that's my wand." said Star looking at her wand. "Wait, that can't be right?" she said confused

"What can't be right?" asked Ben

"My wand says it only has 25% power left. But I know it had like 90% before we left."

"Wait your wand takes power?" asked Kevin

"Yes, it takes magical energy and if it loses all its power it will be dead forever. It's a good thing I carry my charger with me. Just in case I have to charge it when we are out." Star said as she took out a heart crystal. But it in the bottom of the wand then after 3 seconds took it out.

"Wait, it only take 3 seconds to recharge it." said Gwen

"Yeah and a full charge can last a few months. This is actually the first time I had to charge it since I got it."

"A few months! You're wand doesn't only have a great charge time but a long like span." said Ben

"It all depends on how often I use my magic. If I use it a lot the battery drains faster."

"I see the battery drains ever time you use a spell." said Gwen.

"Yeah, but I wonder what drained the batter. I shouldn't need to charge it a month, because I don't use my magic unless I need to."

later the team met Mike Morningstar at his house.

"Mom and her new husband live in the main house. They leave me alone, let me do what I want." said Mike

"Cool." said Ben

"After you." Mike said letting them in. Gwen, Star who was looking at her wand trying to figure something out and Ben came in, but Mike shut the door on Kevin.

"Nice." said Kevin a little angry as he opened the door and went in.

"What is all this stuff?" asked Ben

"Some of my dad's Plumber's gear. I brought it over from his headquarters. I could take you there later if you want." said Mike

"We'd all like to see it."

"It'd make my day." said Kevin

"Here - let me show you something." said Mike taking Gwen somewhere. "I'm patched into the central Plumbers monitoring network. It's connected to everything. Global and interplanetary internet, earthbound law-enforcement frequencies. Oh, and of course, the badge communicator channel."

"Communicator channel?" asked Kevin

"Yeah! You... did know the badges are communicators, didn't you?"

Kevin said nothing.

"So, you keep an eye on things with this stuff and use your power to help people. You're like your neighborhood's very own superhero." said Gwen

"Never thought of it that way, but ... I guess so."

""You know what I'm thinking?" asked Ben

"I know what I'm thinking" said Kevin

"You should join our team."

"Don't you think we should - I don't know - get to know this guy a little more?"

"What's to know? He's got the powers. He's got the gear."

"He's got a sparkly trail when he flies."

"And it's what grandpa told us to do. My grandpa Max was a Plumber, and he disappeared looking into this big alien conspiracy that's going on against Earth. We're trying to find him so we can stop it. Want to help?"

"I'd love to." said Mike

The lights started to flicker on and off.

"Okay, that's weird." said Star softly noticing something on her wand.

"Forgot to pay your electric bill?" said Kevin

"The electricity's been a little undependable lately. No worries. My backup generator kicked in." said Mike

"This isn't a brownout. look at this spike in power usage at the local power substation." said Ben heading to the computer. "The energy drain is enormous."

"Really?"

"You said something strange was happening in town. This definitely qualifies."

"If you need to check it out, we'll help." said Gwen

"Thanks. We should." said Mike

As the left Gwen noticed a mark on her arm.

Soon they found them selves and the power plaint.

Ben noticed the chain was unlocked. "Stay sharp. We've got company."

The five entered and started to hear electricity buzzing. "Sound like that buzzing sound you always hear in old monster movies." said Mike

"Any time you hear a sound and your only reference is monster movies, it's a good idea to walk the other way." said Kevin

"Good rule of thumb." said Ben Soon after they saw a girl with gray skin absorbing electricity. She picked up something and thru it at them. Gwen made a shield and blocked it. Then 4 more girls showed up and all 5 were moaning. "The girls here - kind of weird."

"They're wearing uniforms from my school, but I don't recognize them." said Mike. Then one of the girls pulled out a steel bar. Mike fired a blast at there feet.

"Energy bolts - nice!"

"Try not to hurt them! Maybe we can reverse this... whatever this is."

The girls started to charge again. "Try not to hurt them?" asked Kevin as he dodge an attack from a steel bar. Mike flew up, Ben and Star dodge away form a girl and Gwen made a shield to block a girl's attack. Kevin kept dodging the steel bar. Then he absorbed some metal. Then knocked the girl back. A girl tried to attack Ben but he dodged. The girl pulled off a cover and an electrical wire.

Ben activated the omnitrix and hit it. "Chromastone!" The girl hit Ben with the wire, but it did nothing. "That's not going to work. I'm a conductor." Then he grabbed the girl and shocked her. Star dodge a swipe, then blinded the girl with a flash from her wand and then round housed kicked her. Mike fired a few blasts at the last to girls but missed. Gwen then grabbed them with her magic and lifted them up. Then her beams when black and broke, and fell to the floor. Mike flew down and stop her from hit the ground.

"Are you all right?" asked Mike

"I don't know. I-I felt weak for a second. I feel better now." said Gwen

"Here - hold my hand. Use my energy." Mike said as he grabbed Gwen's hand. Gwen then fired two orbs at the two girls and knocked them back. Mike then fired a made the pipes fall. Then all the girls got away.

"Aw, nice going. They're getting away." said Kevin

"Sorry."

Star and Ben came over to the group and Ben turned back to normal. "It's okay. We all make mistakes. The important thing is, we stopped them from ... doing whatever it is they were doing. We'll get better as we work together more." said Ben

"We do make a good team."

"Uh-huh." said Gwen

"What happened just now? You looked like you were gonna faint." said Kevin

"I can't thank you enough for helping me." Gwen said to Mike

"You could if you had dinner with me." said Mike

"Right now?"

"I'm hungry now. How about you?"

"I was just gonna suggest the same thing."

Kevin stared to get angry. "Okay, what is up with you? You've been ignoring me ever since we got here, you were lousy in the fight, and now you're just acting goofy." said Kevin

"Why are you pretending to care?" Gwen said before leaving with Mike.

"Are you two just gonna stand there?"

"No, I was going to go sit in the car." said Ben

"And I'm still trying to figure out how my wand lost power earlier." said Star

The three started to walk back to the car. "I don't trust this guy, and I don't think you should have been so quick to make him one of the team." said Kevin

"Admit it - you're just jealous because Gwen likes him." said Ben

"So you do like her." said Star

"You know what? It's fine." said Kevin as he walked to the car.

Later at Mike Morningstar's place.

Kevin absorbed the doorknob and is using his finger to pick the lock.

"This is why you changed your mind about Mike going off with Gwen. So we could Spy on him?" said Ben

"Yep." said Kevin

"Well... just stop!"

"He ain't right, Ben. If you're not gonna check him out, I am."

"You're doing the wrong thing, Kevin - the old-Kevin thing. Step away from the door." ben said before grabbing Kevin's hand.

"You really want to fight me over some new guy? That's how you're gonna build a team?" Kevin said before he opened the door. "And they said I didn't learn anything in the Null Void."

"Well if you ask me Kevin is either A. jealous that Gwen likes Mike B. he knows Mike and is not telling us again or C. he has a bad feeling about Mike and might just be paranoid so he just wants make sure Mike is okay." said Star

"If you must know it's C."

"Is Mike home?" asked a voice. The three looked and saw a girl walk up. "He hasn't called me back since you and that other girl showed up."

"Uh, Trina, right? Yeah Morningstar ain't here right now. We're just... picking up some stuff for him."

"then you know where he is. Can you take me?" Trina asked as she came closer.

"No! I mean... he's busy." said Ben

"I need to see him. Why wont he see me?"

"Where did you get those marks on your arm?" asked Kevin. He pulled Ben and Star in close so they could whisper. "I saw those same marks on that zombie girl that tried to tenderized me."

"I just want to see Mike." said Trina

"Yeah, I'm getting that." Kevin said to Trina then went back to whispering to Ben and Star. "Call me crazy or paranoid, but is it possible Morningstar's the one making these girls this way?"

"You're crazy." said Ben

"I might say paranoid." said Star

"'Scuse us." said Kevin as they moved a little. "Look, it didn't really hit me till just now, but Gwen's been wearing her sleeves lower then usual. She was hiding something." Ben and Star looked at the marks on Trina's arm.

"You're saying Gwen has mark like that on her arms?" asked Ben as Trina went in to Mike's house.

"I didn't see them for sure, but it makes sense."

"She isn't the one with mark." said Star

"You mean you have a mark on you're arm to Star?" asked Ben a little worried.

"No, but there is one on my wand." said Star showing them her wand. The mark was on the side without the crystal star. "After the big lose of magic power. I decided to look over my wand to make sure it was still worked. I looked over it like 3 time and everything looked fine. But then I found this mark. I never saw this mark before and with Kevin saying he saw this mark on the girls. They must be connected."

"Come to think of it, Trina was all weak and wobbly when we first saw her on the highway. Gwen was the same way at the power plant. Whatever effected your wand must also be effecting Gwen and the other girls."

"Yeah, and it's name is Mike Morningstar." said Kevin

at building near a river.

"I'm really glad we met, Gwen." said Mike

"Me too." said Gwen

"I knew there was something special about you the first time we met."

"I felt it, too."

"And now... all those other girls mean nothing." Mike grabbed Gwen. "Your energy is like nothing I've ever felt before. When it flows into me, I feel invincible. From the moment I touched you, Gwen, I knew I'd found the only girl I'd ever need." he said as his eyes glowed.

The three were driving in Kevin's car.

"Fact is, you've been against Morningstar since the minute we met him." said Ben

"Yeah, but at first, it was just 'cause he's an arrogant, bragging rich kid." said Kevin

"Who Gwen Likes more then she likes you."

"Yeah, some of that, but now Gwen's in trouble, and you're too stuck on following your grandpa's instructions to see it."

"If Mike's turning those girls into creatures, why isn't Trina one?"

"I don't know! M-maybe it's like a vampire thing. Maybe it takes a while before they go all-zombie."

"Are you listening to yourself? Mike's been helping us eve since we got here. Why did he fight them with us?"

"Ah, but he didn't, remember? He told us not to hurt them. Then he accidentally blasted into the pipes and let them get away."

"Wow, he's got a point Ben." said Star

"Even if Kevin is right, we don't know where they went for dinner. How are we supposed to find Gwen?" asked Ben

"Easy - we find him." said Kevin as he took out his badge and activated the map.

Later they found themselves outside a building.

"The highway we found Trina on is that way." said Kevin pointing down the road. "She didn't just wander out there by coincidence. She was trying to get away from Morningstar."

"Lets' take a break from the crazy theories and just check on Gwen, okay?" said Ben

They went inside and saw Gwen. Her skin was gray and her hair lost most of its color.

"GWEN!" shouted Kevin. Mike turned gold. Then Ben, Star and Kevin ran down the stairs and towards Mike. Mike fired at Ben nocking him down. "Get away from her!" Then Kevin absorbed the rock floor. Mike fired a blast but Kevin but his arms in front of him crossed to block the attack but still got knocked back.

Ben activated the omnitrix and hit it. "Jetray!" Ben flew up dodging a blast from Mike. Then Dodge a blast in the air, then fired on Mike. But it did nothing.

"Go away!" said Mike as he fired a blast that hit Ben. He transformed back to normal. Mike was over Ben. "Gwen's mine now." Then Star fired a few blasts. knocking Mike away from Ben. She ran toward Mike as she fired more at him he dodged out of the way of the blasts. Then star tried to kick him, but grabbed her leg and pulled to make her fall on the grown. He grabbed the wand.

"Hey!" said Kevin as he grabbed Mike off Star. He tried to punch him but Mike dodge. Then grabbed Kevin flew up and skidded him on the floor. Kevin and Star with her wand but away, tried to attack Mike. Mike was dodging there attacks like they were nothing. Then Mike punched Star knocking her to the ground and a crystal fell out of her bag. Kevin tried to keep attacking, but soon Mike started to launch a furry of punches. Then blasted Kevin.

"You're out of your league." said Mike.

As Star tired to get up. "I'm not letting you get my wand." stated Star

"I don't care about your wand keep it and the remaining power it has. I don't care." he said as he floated away. He then noticed something on the ground. "What is this?" asked Mike as he picked it up.

"That's mine." said Star still unable to get up.

"I can sense this thing has great power in it." He closed hi hand and started to absorbed its power. Then after 10 seconds. He opened his hand and dropped the remains of a shattered crystal. He flew back to were he was near Gwen. "Why use your powers to help people. When you can use them to get whatever you want?" Then the other girl appeared. "All I ever wanted was power. And then you brought me Gwen." Then Gwen started to wake up. "Guess I should thank you. I know the perfect thing." He aimed for a large object above Ben, Star and Kevin, then fired at it. But Gwen grabbed his arm and the beam diapered. Then Gwen grabbed his other arm. "What are you doing?"

"Coming to my senses." said Gwen. Then her skin and hair color started to return as Mike lose his gold skin.

"Stop this!" Then beam came out of Mike's hands. He then screamed right before he was send to the ground.

"Kevin!" Then Gwen ran over to Kevin.

Ben got up and looked around. "Star!" said Ben noticing Star on the ground trying to get up.

Mike's skin turned all gray. "Girls... Come here to me. Give me your power. Help me. Feed me." The girls started to surrounded him, then started to attack. "What? Wait! No!" He screamed then there was a light and the girls returned to normal and Mike looked even worse.

Ben, Star, and Kevin got up. Kevin walked up to Mike. Then took of the Plumber badge. "You don't deserve this." Said Kevin as he absorbed the metal and crushed the badge and dropped it.

back to Ben, Star, and Gwen.

Ben picked up the pieces of Star's charger. "I'm sorry about your charger." said Ben as he gave the pieces to Star

"It's okay, Ben." said Star in a tone to make Ben not feel bad

"How much power dose your wand have left?" asked Gwen

Star pulled out her wand and checked. "Wow 5% left. But it doesn't matter I'll just won't use my wand till I get a new charger."

"Wait you can just get a new charger." said Ben

"Yeah they sell them at Quest Buy. I'll head there after school tomorrow and get one."

"Do you mind if I join you?"

"Sure, I don't mind."

Later as the drove away.

"Listen, guys. I'm sorry I took Morningstar's side over your... and, more important, that I wasn't watching your back Gwen." said Ben

"It wasn't your fault. I guess Morningstar had some kind of... control over me." said Gwen

"It was my fault. I was in such a hurry to build our team, I ignored the danger."

"We all make mistakes, Ben." said Star

"If I'm going to be a good leader, I'm going to need to show better judgment."

"If your gonna be a good leader, you need to stop sounding like such a jerk." said Kevin

"Hay!" said Star

"Kevin!" said Gwen at the same time as Star.

"No that's okay. He's right - I'm a jerk." said Ben then gave a wink to Star.

"So, Kevin, when are you gonna ask Gwen out?" asked Ben and Star at the same time.