It was raining as a man went into a dinner and sate down in a booth.

"Like to hear about the special?" asked the waitress

"Just coffee." said the man

"We don't get too many strangers here. What brings you to Santa Mira?"

"Great fishing, great weather."

"Our fish are all farm-raised. And this is the rainy season."

"I was misinformed." he said as he took of his hat.

"Here's your special." said the waitress as she set out a plate.

"I didn't order that."

"It's on the house." Then she lift the lid and small creator jumped towards him. He slapped it away. The waitress grabbed him from behind. Then he hit her with the back of his head.

"You are on strong lady. Or are you." he then grabbed her face and pulled something off. Reviling she was a DNAlien. He pushed back making her land on the table behind them. The small creator crawled toward him. He grabbed the coffee pot and hit it with it. "I said, "just coffee.""

In Bellwood.

"Uh... no. Or let me put it another way - no." said Kevin as whipping down his car.

"Come on, Kevin, he's my cousin. He was supposed to be home from college two days ago." said Ben

"And you want me to waste my time, driving my car, looking for your cousin? Why don't you get Star to use her teleporter scissors."

"They are called dimensional scissors and they can only send you to places if you know the location." said Star standing next to Gwen.

"I know how it sounds. The police said to wait. I'm sure he's fine. We just don't know where he is." said Ben

"Daytona Beach or Fort Lauderdale. He's a college student." said Kevin

"No. He called from the road and said his car broke down in some town called Santa Mira. We haven't heard anything since. his folks are worried."

"And I'm supposed to care why?"

"Because he's my brother." said Gwen

Kevin turned to look at Gwen. "Get in."

They got into Kevin's car and started to drive off.

"You're really sweet to do this, Kevin. Ken is -." said Gwen

Then Kevin started to laugh. "What? "Ken"? Your brother's name is "Ken"? Gwen and Ken Tennyson? What's your folks' names - Sven and Jen? I'm taking to you, Ben." said Kevin

"Yes, our names rhyme, and you noticed. Good for you." said Ben

"Just having some fun, man. I don't see what the big deal is."

"Ken took Ben to his first soccer game. When his band played, he snuck me and my friends backstage. Ken's the coolest guy in the world." said Gwen

"I can see why you two care about him. From what you tell me he seems like a nice guy." said Star

"He is!" said Ben "Welcome to Santa Mira." he read as the entered the town.

"For a guy who's so cool, he sure picked a lame spot for spring break." said Kevin

"Ken is totally cool. And he didn't pick where the Awesome-mobile broke down." said Gwen

"The "Awesome-mobile"?"

"His car. I told you - he's cool." said Ben

"Oh, yeah - Who could doubt it?"

"I say we hit the garages in town. Find Ken's car, find Ken."

"Good idea!" agreed Star

"Yeah, I mean how many garages can this hole support?" asked Kevin

Later.

"Five - five garages. One-horse town - five garages?" asked Kevin in an annoyed toned

"How many did you think there would be?" asked Star

"I was thinking one or two, maybe three at the most. But not five."

"Five garages so far. And if the Awesome-mobile isn't in this one, we'll have to keep - bingo." said Ben looking thru the window

"You found a bingo game?" asked Kevin at the window

"I found his car."

Kevin looked at Ken's car. "That's the Awesome-mobile? That thing makes the Rust Bucket look like a Ferrari."

"They've already locked up for the night." said Gwen. Then Kevin ran and busted the door open. "Kevin?"

"Don't worry - Ken is so cool, He'll be happy to pay for that." Kevin said as Gwen, Ben, and Star entered the garage. They started to look thru Ken's car. "Ah, dirty laundry for mom to wash. This guy really is a class act."

"There must be a clue in here to help us find Ken." said Gwen

"What, like maybe he left a note?"" Kevin then opened the hood of the car and saw the engine. "Well. What do we have here?" he said tacking something off the engine.

"What is it?" asked Ben

"The only thing in here not covered in rust. It's alien tech - projects a field that dampens internal combustion."

"His car was sabotaged. Why? Ken's..." said Gwen

"Too cool?"

"Too normal."

"What do you mean Ben?" asked Star

"Ken doesn't know anything about the aliens. Why would they go after him?"

"Wonder When they did this. It's wired directly into the -" said Kevin as he had his hands in the car. Then Gwen touched something slimy.

"Gross!" said Gwen lifting her hand out of it. "What is this?"

Then the omnitrix started to beep. "I don't know, but the Omnitrix doesn't like it." said BenThe onmitrix started to beep faster as he but it closer to Gwen's hand with the goo.

"What's going on here?" asked Gwen

"Wouldn't mind knowin' that myself." said a man. They looked back and saw two men at the door. "What are you doin' in my garage?"

The other man set a container on the ground. "You want I should call the sheriff."

"Yeah, you do that... Shem. I bet he'd be real interested to find out what happened to the kid who owns this car."

"What do ya mean? How should we know? He dropped off the car, we fixed it - he didn't come back." said the first man

Kevin tried to start the car but it wouldn't start. "You fixed it, huh?"

"We - we was aimin' to fix it, but things got busy here." said Shem

"Yeah, workload looks brutal." said Ben as Gwen snuck by and looked what was in the container.

"More slime." said Gwen

Ben went to look. "Okay, that's it. What is that stuff, anyway? What was in here?"

Lightning stuck and it looked like they were DNAliens for a second.

"Check it out - its the DNA hillbillies." said Gwen Star got out her wand but before she can do anything. One of the DNAliens shot goop at her sticking her to the wall. The other shot Gwen sticking her to the ground. The switch sides and shot and shot Kevin and Ben sticking them to the wall. They toke off there ID mask and showed there true form. Ben released his right hand, then activated the omnitrix. He turned the diel to select the alien and then hit it.

"Humongousaur!" Ben said as the shop got damaged because of his size.

Star used her wand and shot a beam destroying the goop. She then shot one of the DNAliens with a narwhal blast. The other DNAlien stared to for Star, but Ben roared at him. Then the DNAlien started to run away, but ran into Kevin coved in metal, who was blocking the door.

"That's a work-related accident. You can sue. We got 'em. no what?" asked Kevin

They soon find themselves in front of the dinner the man was at.

"I thought if we retraced Ken's steps, we'd find a clue, but there's nothing here." said Gwen

Then there was a noise. "Well, I wouldn't say "nothing."" said Star pointing at the truck.

Ben opened the truck container and there was a DNAlien in energy cuffs with a something in his mouth. The DNAlien nocked over a container as he turned to see how was there. Kevin took out the fabric.

"Okay - start talking." said Kevin

Then Ben's omnitrix stared to beeping again. "What is up with you?" he asked then he moved it over the slime the spilled out.

"Unknown DNA sample acquired." said the omnitrix

"That's new."

"Ben, you want to look at this." said Gwen as she picked up the fabric Kevin dropped.

Ben saw what it was. "This is from his favorite shirt."

"Who's favorite shirt?" asked Kevin

"Yeah, do you know who it belongs to?" asked Star

"Grandpa Max." said Gwen Then Gwen hand glowed purple as she shot out a beam and grabbed the DNAlien and pushed him on the metal wall of the container. "Tell us who tied you up - now!"

The DNAlien tried to struggle free. "Max Tennyson. He wanted to find some kid." said the DNAlien

"Where is he?"

"I don't know. He cuffed me and left me here."

"Not him - he can take care of himself. The kid - where is my brother?" Then Gwen pulled and pushed the DNAlien back on the metal wall.

"H-hatchery."

They soon found themselves at the hatchery. They walked in a hole in the fence.

"I'm cold and wet." said Kevin

"No duh." said Star

"Weather machine. The aliens are making it cold and rainy for... whatever it is they're doing." said Ben

"How do we get in without being spotted?" asked Gwen

They walked over to a water way that go into the hatchery.

"You got to be kidding me. Who'd be crazy enough to swim in that?" asked Kevin

With Max he was swimming in to the hatchery. A DNAlien and started to run, but before he could do anything Max grabbed him and punched him in the face. Max then pulled out something and fired at the DNAlien making it disappear. Max entered deeper into the hatchery. Max locked around a corner and saw two DNAliens. As well as a locked door. Max whistled. The DNAliens went to see who whistled. Then beated them to the ground and blasted them. Max ran to the door and unlocked it with his Plumber's badge. Max went into the room. He saw a man that looked like he was half DNAlien.

"Grandpa Max... Help...me." said the man

"Kenny. It's okay, boy. I'm here." said Max picking him up. Then Max was shocked. Max saw Kenny holding a teaser and he just smiled. Max fell unconscious.

Back with Ben, Star, Kevin and Gwen they were swimming in water line.

"Next time you ask me for a favor, remind me to say no." said Kevin

"Don't be a baby. My brother is in there, captured by DNAliens." said Gwen

"At lest he's dry." said Kevin as they reemerged from the water. "And this stuff smells like - What was that?"

Then something grabbed Gwen and dragged her under as she screamed.

back to Max. He was taken to room.

"Max Tennyson. You have been active in your retirement." said the Highbreed

"Oh, this is really just a hobby now. A man my age has to stay active." said Max

"You have been a great irritation to us, vermin. You have delayed our plans."

"It's obvious you're producing these parasites here."

"Xenocites - yes." said the highbred grabbing a xenocite.

"And that they somehow transform humans into these ugly freaks."

"It can't be helped. Their human half makes them repulsive."

"All I want to know is... why?"

"You will soon see for yourself, insect" said the highbreed as two DNAliens grabbed him to hold him still. Max tried to struggle against the DNAliens but couldn't break free. "We are only hours away from completing the most crucial stage of our plan."

"But why my grandson? Why change Ken?"

"He was brought here as bait. With you out of the way, there is no one who can stop us."

Back with Ben, Star, Kevin and Gwen. Ben, Star and Kevin dived down trying to save Gwen.

"Where is she?"

"I can't see a thing down there!" said Kevin

"Neither could I." said Star

They dived again. Then a reemerged. Soon there was a purple glow. Then xenocites went flying out of the water. Gwen came up and said. "Disgusting."

"It's about to get worse. I only see one way in from here." said Ben

Kevin sighed. "You're not saying..." Then Ben, Star and Gwen dived down. "Proving my point about this being the worst road trip ever." Then Kevin dived down. They swam under the fence and emerge on the other side. Kevin saw there was a xenocite on his arm and tossed it away. They noticed that they were surrounded.

"We are not stealthy." said Ben

"But we kick much butt." said Kevin

Ben activated the omnitrix and hit it. "Big Chill." Ben flew up and phased thru a DNAlien freezing him solid. Ben continued to phased thru DNAliens freezing them. "Thought you guys liked it cold."

Kevin got to the edge of the water and absorbed the rock and got out and started to attack the DNAliens. Star got out of the water and started to blast the DNAliens with her wand. Gwen started to blast DNAliens as well but stopped once she saw one that still had a little bit of a human face. Kevin ran up and was about to hit him. "Wait!" said Gwen stopped him with a shield.

"What's wrong with you?! I was just following your lead!"

Gwen noticed that Ben and Star were heading over. "Get back!" said Gwen butting up a shield in front of them. "Get away from him. It's Ken! It's my brother." she said butting the shields down. Ben and Star came over to get a better look.

Ben transformed back to normal. "I can't believe it. You're right - it is Ken."

"That's Ken? He's actually less cool than his car." said Kevin

"Something must have happened to him." said Star

"We've got to help him." said Gwen

"Well whatever happened to him, he was fighting us. So, whatever they did to him affected his mind." said Ben

"What this did to me... is set me free!" said Ken as he thru anther DNAlien.

"Let's get him." said Kevin as he stared to charge him.

"No! Don't hurt him!" said Gwen wrapping Ken up in purple energy. "He's just sick. It's that thing on him. It's making him do this."

"Then let's get it off him." said Kevin as he started to try to pull it off.

"Kevin, wait! You're hurting him!" said Ben as he grabbed Kevin's hand. Then the omnitrix started to beep again.

"Sever genetic damage detected." said the omnitrix

"Hello? Uh, Omnitrix, is that you?"

"Genetic-code-splicing error. Should we attempt to repair?"

"Try to fix Ken? Yeah! Let's do it." Ben then grabbed Ken.

"What are you doing?" asked Gwen

"I'll let you know as soon as I figure it out." There was a flash and then Ben found himself in a black and green vortex. "Whoa. I'm inside the Omnitrix. And so is the creepy-crawly." Ben saw a big image of Ken. Ben grabbed a part of the alien and started to pull. Then tentacles started wrap around Ben and he screamed. Ben opened his eyes and saw that he was holding a Xenocite. Ken retuned back to normal and Gwen made the purple binds disappear. "I'm going to have to get a manual for this thing. It's okay, Ken. Everything's going to be fine."

"Nothing's fine. I captured Grandpa - handed him over to them. I-I-I couldn't stop. It was - it was like I was watching someone else." said Ken

"They have grandpa Max?"

"That's why they took me. They knew he'd come for me. They needed him out of the way. Their plan - it's... terrible."

"Let's go get him."

"I'm coming with you."

"You want to help? Cool." said Kevin

They went thru the building and then entered a room.

"Ben?" said Max

"Grandpa Max." said Ben as he saw Grandpa Max and the ran over there.

"You're a sight for sore eyes."

Ben freed Max then Ben and Gwen hugged him.

Soon Star, Kevin and Ken entered the room.

"I'm so glad you're okay." said Gwen

"Me too, honey. Kenny." said Max

"Grandpa, I didn't know what I was doing. I..." said Kenny but then grandpa Max hugged him.

"It's okay. I always knew you could do it, Ben. I'm so proud of you - all of you. You too Kevin. I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped. And you Star I'm glade you are helping them out. I know it wasn't your responsibility, but thanks."

"No problem, its a honor to meet you Max Tennyson. Ben talks very highly of you." said Star

Then over the intercom. "Attention, all personnel - initiate project DNA now."

Ben and Max ran over to the window and saw. That the water was draining and the DNAliens gathering up this pods.

"What are they doing, anyway?" asked Ben

"They're shipping those things somewhere, putting together a DNAlien army." said Max as the DNAliens put some on trucks. "Stop them, Ben. These Xenocites must be destroyed. Go."

Kevin, Gwen, Kenny, Star and Ben ran out. But Ben stopped before leaving. "What are you gonna do?"

"What I have to."

Then Ben rejoined the others.

They made there way to the truck and Gwen blow one of them up. Then DNAliens looked and saw them.

"Nice one." said Kevin

The DNAliens started to shot slime at them the scattered. Ben activated the omnitrix and hit it. ""Jetray!" Ben flew up and started to fire lasers at the trucks. Kenny picked up a metal bar and started to smash the pods. Kevin grabbed the bar that Kenny hade and absorbed it and gave it back to Kenny. Then Kevin started to beat up DNAliens. Star used her wand to fire blast at DNAliens on vehicles that were carrying pods. Gwen walked on her made steps and her hands were glowing bright. "You kidnapped my brother, turned him into a monster, captured my grandfather! I have had it!" said Gwen as her eyes started to turn purple. Then she destroyed the rest of the stuff.

Ben turned back to normal. "Wow."

Kevin as well turned normal as well. "Yeah."

Then there was a noise. "Up there!" said Ken

They looked up and saw flashes and a noise inside the building. They entered the building and saw some of the place was trashed.

"Gramps has been busy." said Kevin

"This way." said Ben as they started to run they stop as they saw something.

"I think Kevin might have been right." said Star

"Yeah. Worst road trip ever." Ben then saw someone. "Grandpa Max!" Then they ran towards him. Max was fighting then highbreed. The highbreed then pined him to the ground.

"Let him go." said Kenny

"Stay back. Or this one breathes no more." said the highbreed lifting Max up.

"Give it up. We've beaten you. Your factory's toast, your trucks are smashed. It's over." said Ben

"Fools. More trucks can be here in a matter of hours, and my DNAlien hordes..." They looked out the window and saw hundreds of DNAliens.

"Are already here."

"It ends now, Plumber. Nowhere left to run."

"I wasn't running, chief. I was looking for the egg machine." said Max then he pulled out gun looking device.

"A Null-Void warp projector. You think you can imprison us all?!"

"No. But without the focusing lens, this thing will do a pretty good imitation of a hand grenade." he said tacking of the focusing lens. "I figure it'll take out half a mile."

"You wouldn't dare. You'd be destroyed. And your offspring."

"Gwen, throw up an energy field around you, Star and the boys and hold on tight. And... be a good girl."

"Grandpa Max... no. Please!" said Ben in a sad tone.

"Sorry, Ben. It's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it. I believe in you - in all of you." then he winked.

"Grandpa!"Ben tried to run to Max but Kevin and Ken held him back.

Then Max pressed the button. Then there was a bright light. Gwen put up a shield that surrounded them. As the place exploded. Gwen put down the field as it was over. They were in the middle of a creator.

"That was... pretty hard-core." said Kevin

"He - he saved the whole world." said Gwen

"He's a hero." said Star

"Yeah. He did. For now. But I don't think those things are giving up anytime soon." said Ben

"What do you mean?"

"I mean that it's up to someone to protect this planet, and like it or not... I think its us."