At night a car was speeding down the road.

"Slow down!" said the passenger.

"I can't!" said the driver as he tried to pressed on the breaks. "The brakes don't work!" He swerved out of the way so he wouldn't hit anyone. The passenger was screaming "Stop Screaming!"

"You're screaming! Why can't I scream?!"

"Fine! You want to drive?!" Then they both started to scream.

Ben was riding on his bike with Star on the back. Then the car started to come thru as it honked his horn. Ben turned out of the way. "Student drivers!" Then they saw the car was a little out of control. "That's no joyride." Ben then activated the omnitrix and hit it. "Big Chill." Ben then flew up and started to head to the car.

"Ben got this. I will wait for him at home." said Star as she walked the bike home.

Ben followed the car to the bridge. The car soon swerved of the bridge. Ben then dived into the water and flew up freezing the water. Making a ramp. The car landed on the ramp and Ben quickly grabbed the back of it and started to pull it to stop the car. The car soon stopped and the driver and passenger got out.

"What is that thing?" asked the driver

"Who cares? He saved our lives. T-thank you." said the Passenger

Ben then started to eat the car.

The next day. Kevin was working on his car. Ben was in Kevin's bathroom brushing his teeth. Ben then felt something in his teeth. He put his fingers in his mouth and pulled out some metal. "Where'd this come from?" asked Ben

Then Gwen came in and drop a piece of paper near Kevin. Gwen sighed but Kevin didn't noticed. Gwen sighed louder but Kevin still didn't noticed. Gwen then fired a beam and wrapped it around Kevin's leg and pulled him out from under his car.

"Hey!" said Kevin as he was pulled. Gwen looked at Kevin with a look. "What?" Gwen pointed to the paper she put on the floor. Kevin picked it up and looked at it.

"Oh, look. They're having a formal dance at my school on Friday." said Gwen

"What, you want me to take you to the dance?"

"Great. Pick me up at 7:00." Then Gwen started to leave.

"What?! Wait!"

Then Ben got in the way of Kevin as Gwen left. "I cannot stress enough the importance of flossing." Ben said to Kevin

"Uh-huh." Kevin said not really hearing what Ben said

"I found this in my teeth." Ben said as he held the piece of metal. "I think something might be going wrong with my powers."

"Uh-huh." again not really hearing what Ben said. "What do you know about girls?"

"Okay, that has... nothing to do with my problem. Why do you want to know?"

"Gwen's school is having some dance."

"And?"

"I think she might expect me to take her."

"So take her."

"But the dance is at Gwen's fancy prep school, with a sit-down dinner and everything. What if she expects me to waltz? What if I use the improper finger fork?!"

"If she wants you to dance, dance."

"But I don't know -"

"Also, there's no such thing as a finger fork."

"See? If I was a preppy guy, I'd know stuff like that."

"You've saved the world. You've been to the Null Void and back. I'm pretty sure you can handle the spring formal. The thing is, I'm having serious problems, and I was hoping you could help me -"

"I better rent a DVD on dancing, maybe get one about forks, just to be sure. No even better I'll ask Star for help. She is a princess, so she has to know about this stuff." Then Kevin left.

"Thanks a lot. Really."

At Ben's house. Kevin came in.

"Star! I need to talk to you." said Kevin

"Give me a minute." said Star. She then walked down the stairs. "I was just talking to my mom. She was just wanted to make sure I was alright and being a good girl. So what did you want to talk about?"

"I need some help. Gwen want me to take her to a dance at her fancy prep school, with a sit-down dinner and everything. I need some help I don't know how to waltz and how to eat in a fancy setting. So I thought with you being a princess you could teach me."

"It's true as a princess I was taught that stuff. But I teach you. You must promise to stop making fun of how Ben looks."

"Seriously!"

"Yes!"

"Okay, I'll stop okay."

Then Ben came in. "Star, can I talk to you?" asked Ben

"Sure!" said Star

"Wait I thought you were going to help me." said Kevin

"You can let me talk to my boyfriend for a minute or you can learn the stuff by yourself!"

Then Ben and Star went into the other room.

"So what do you want to talk about?" asked Star

"I'm not sure if serious. But the last time I used my powers, I had a blackout."

"So you don't remember anything?" Star was worried about what Ben had said

"I remember slapping the omnitrix but that's all."

"I wish I could help you but I told Kevin I would help him."

"It's okay, Star. Maybe Julie can help."

"Good idea."

Star went to teach Kevin and Ben left for the tennis court.

Ben got to the tennis court and meet up with Julie.

"I surprised to see you here." said Julie

"Yeah, I thought I would come see if you could help me?" asked Ben

"Let me guess you and Star need help studying again."

"No not that. The last time I used my powers, I had a blackout"

"Weird. You don't remember anything?"

"I remember slapping the omnitrix but that's all."

"Easy enough to figure out what you're doing. How about you transform again, and I'll follow you? I'm surprised you didn't ask Star for help. But you could not have told her so she wouldn't worry." Julie said as she pulled out her notebook from her bag.

"I asked Star first but she had to help out Kevin."

"Oh, I see. I'll keep a record of everything you do. You can read it afterwards."

"Sounds good to me. But how are you going to keep up?"

Julie got to her scouter. "Ready."

"You remember Jetray?" Ben said as he activated the omnitrix

"From the pier."

"Okay. Here goes." Then Ben hit the omnitrix and turn into Jetray then he quickly changed into a different alien. "Big Chill."

"Big Chill?" Ben then flew off and Julie started to follow Ben. "Okay, fast." Ben landed near Burger Boy. "Followed Big Chill to Burger Boy." Julie said as she wrote it down. Ben walked up an started to press the button repeatedly. "Appears to be hungry." A waiter came around the corner and screamed once she saw Ben. She through the tray of food into the air. Ben ate the metal tray as it fell to the ground. "Very hungry." Ben then started to eat the thing he was pushing. Ben then walked behind a man. The man saw Ben in the reflection of his glass.

"Scram." The man got into his car and started to drive away. Ben then started to eat the metal polls. He then froze the tree polls and the polls collapse with the roof and started to eat the stuff.

"Support beams. Roof. We definitely have a problem her." Julie said as she continued to write stuff down. Ben the flew up and started to eat the metal statue. "Seems only interested in eating metal." Ben then let out a loud burp. "Oh, that's not right."

"More." said Ben as he flew away. Julie followed him.

"Big Chill! Ben! Wait up! I just want to talk to you!" Ben then turned in to a dead end street.

"See ya!" Ben said as he went intangible and went thru the wall.

Julie stopped. "Great!"

The next morning Ben woke up right next to a creator in the desert. He soon found his way home.

Ben then soon opened the fridge and looked thru it. "They've got to be in here somewhere. Score!" Ben said as he found the pickles. Ben then started to eat the pickles. Then Kevin walked up to him.

"Where have you been?" asked Kevin

Ben swallowed what he was eating. "You want a pickle?"

"No!"

"More for me."

"Will you forget about the pickle? We've got a major problem."

"I know. It's my powers. They're completely out of control. Yesterday, Julie and I... That reminds me I have to ask Julie what happened."

"Who cares?! I got nothing to wear to the dance!" Ben then took Kevin to the spare room. "You sure this thing is gonna work?"

"Trust me." Ben said as he went thru the closet. "It's one of grandpa Max's tuxes."

"Grandpa Max wasn't the skinniest guy out there."

Ben then pulled out a tuxedo. "It's from when he was younger. You're the same size - or close enough." Ben gave Kevin the tuxedo.

Kevin but on the tuxedo. "Not bad." Ben continued to eat more pickles. Kevin pulled out the tie and tried to put it on. "Aren't these thing supposed to come with clips?"

"Not if you're older then 12."

"Finger's caught." Kevin said getting his finger caught in his attempt to but on the tie. Ben put down the pickles and walked up to Kevin.

"It just takes practice." Ben then started to tie Kevin's tie. "Over... under... around..."

"I'm not like all those prep guys from her school."

"Which is why she want to go to the dance with you and not one of them. Just be yourself." Ben whipped the dust of his shoulders. "There - don't you look dapper." Ben ate the last pickle and then drank the pickle juice.

"You sure do like pickles."

"Yeah. I wonder if we've got any more of these. Oh, and Gwen likes yellow roses. Get her a nice corsage." Ben said before he left the room.

Kevin then looked into the mirror. "Want to dance? What's a corsage?"

Julie was waiting for someone she saw Gwen and walked up to her.

"Have you seen Ben?" asked Julie

"No. He's probably with Star. Why is something up?" asked Gwen

"I don't know. Ben asked me for help yesterday, and I haven't seen him since. He turned into Big Chill, then disappeared."

"Yeah, he does that -just part of being an alien."

"I don't know."

"I'm sure you will find him."

"I guess so."

"Yeah, and with Star. I'm more worried about Kevin not showing up tonight. Ever since I made him ask me to the dance, he's been acting really strange. And speaking of strange..." Gwen saw both Ben and Star were walking in the park together. "Hi, Ben and Star." Ben and Star started to walk towards them. "Catch up with you later." Then Gwen left.

"Ben what happened yesterday?"

"I don't know I'm a little worried." said Ben

"I'm getting worried, too. So were did you go yesterday?" asked Star

"I don't remember. What happened?"

Julie pulled out her notebook. "Let's see - 6:30 p.m., you transformed into Big Chill." said Julie

"Are you sure? I programmed Jetray."

"At 6:31, you exclaimed, "Big Chill." 6:32 - ate drive-in stalls, 6:35 - ate giant metal burger, 6:36 - ate giant metal statue eating giant metal burger, 6:38 - ate a bus, 6:41 - ate a car-wash sign, 6:42 ate the car wash, 6:43 -"

"Wow. Okay I think there is something wrong. Don't you remember any of that?" asked Star

"I just remember waking up in a ditch this morning." said Ben. He looked down. "I can't believe this is happening again."

"Again?" said both Star and Julie

"I had a problem with one of my aliens a few years ago. What if it's happening again?"

"We'll get Kevin and Gwen. They can help." said Star

"No, they're too busy with the dance. I'm on my own."

Star wrapped her arm around Ben's arm. Then Ben looked at her. "You're not alone. You've got me." Ben then smiled. Then his eyes widen and he let go of Star's arm. "Ben?"

Ben activated his omnitrix and hit it. "Big Chill." Then Ben started to fly away. Star got a worried look on her face

Julie ran to her scooter. "Star, hop on." said Julie. Star got on the scooter. They followed Ben.

Ben found himself to a metal factory and started to eat metal bars. The police showed up three cops entered the factory.

"What is that thing?" asked one of the cops

"Stay out of my way." said Ben

"That's not how it works, freak. Come down here and surrender, or there's gonna be trouble!"

"I warned you." Ben inhaled and exhaled freezing one of the cops. Ben then started to walk down the stairs.

"Stop! Don't make me -"

Then Star and Julie pulled up.

"Wait! Stop!" said Star

"He's a friend!" said Julie

"Don't shot!"

At Gwen's house. Kevin walked to Gwen's door and knocked. He cracked his neck.

"It's just a dance, right? Nothing to worry about. I look pretty good." Kevin said to himself. As he waited for someone to answer the door. Kevin smelled his breath. "Ugh. Should've brought some gum." Then the door opened and Gwen was wearing a white dress. "Wow." Kevin was shocked on how pretty Gwen is.

"Likewise." said Gwen

"I got this for you. It's a... corsage."

"It's beautiful. Thank you Kevin."

Back with Ben, Star and Julie. The cops fired at Ben. He went intangible the blasts went throw him.

"Some people just don't listen." said Ben

"Don't hurt them!" said Star

"They won't feel a thing." Ben breathed out and froze the last two cops. Ben then started to drink molten metal. Julie drove as She and Star followed Ben. Ben looked and saw Julie and Star following him. "Stay away!" Ben then breathed on them a froze the scooter. The ice defrosted and the bike sputtered. Ben got away.

"Ben!" Star shouted and worried as he flew away.

At the creator that Ben woke up near. Ben landed and spit out the molten metal into the whole.

With Kevin and Gwen. They were driving in Kevin's car. Gwen was holding yellow roses that Kevin gave her.

"Yellow roses. How did you know?" asked Gwen

"I'm a sensitive guy with an eye for what the ladies like." said Kevin

"Really?"

"No. Actually, Ben told me. But he was really cool about it -gave me advice."

"Good advice? Ben?"

"Yeah. He tied my tie for me."

"Ben. Gave you dating tips and helped you tie your tie?"

"It could happen." Kevin then turned into the school.

"And Julie was saying something about him acting strangely." Kevin parked the car and got out and ran to Gwen's side and opened the door.

"Let's dance."

"We can't go in there."

"But I learned the proper forks and everything! outside to inside, right? Or - or was that little to big? Aw, man!"

"That's not the problem, Kevin."

"I knew it!" Kevin hit car in frustration. "You're embarrassed to go with me."

"No. It's just I think Ben might be in some kind of trouble."

"What makes you say that?"

Then Gwen's cellphone started to ring. Gwen pulled out her phone and answered it.

"Big Chill is on a rampage!" said Star thru the phone.

Gwen then put the phone two here ear. "Where are you?"

"Just outside the foundry, but he's gone."

"My badge has a lock on Ben's omnitrix coordinates. It's outside of town, a mile west of Register Road, just North of Wigzell Avenue."

"I'll see you there."

With Star and Julie. Star closed her phone.

"Julie, We'll handle it." said Star

"You might be Ben's boyfriend, but I'm his friend and yours as well Star. I'm going, too." said Julie as she started her scoute. Then Julie and Star drive to were Ben is at.

With Kevin and Gwen in his car driving to were Ben is at.

"It's just up ahead." said Kevin

"Star said it was Big Chill doing this." said Gwen

"Yeah."

"We had a problem with one of the aliens going rogue. It was Ghostfreak."

"Never liked that guy. What's your point?"

"Maybe there's some connection between Big Chill and Ghostfreak - like maybe these ghost personalities are just plain evil."

"Whatever. We'll save him either way, all right? Kevin and Gwen got there. Star and Julie were there already. Kevin and Gwen got out of the car. The four of them walked over to the crater and saw Ben on a big metal object. "Well, that looks plain evil."

"Ben!" said Star as she ran down into the crater. "It's me Star. We're hear to help you." Soon Gwen and Julie walked down.

"Go away!" said Ben

Kevin slide down into the crater. "Too much negotiating. I'm gonna smack some sense back into him." said Kevin as he absorbed some metal. Kevin charged at Ben. Ben went intangible to dodge. Then He grabbed Kevin's arm and bit it and send him to the ground still biting his arm. "Hey! Cut it out!" Kevin reached out and absorbed a rock as Ben was biting him. Ben let go of Kevin and coughed. Kevin backed away and saw that there was a rip in the tux as he reverted back to normal. "Dude! I borrowed this suit!" Gwen fired a beam at the metal object. Ben flew back and stopped the beam. Star pointed her wand at Ben but she couldn't do anything but lower her wand. Ben breathed out at Star, Gwen and Julie. Gwen made a shield to protect them.

"We're here to help!" said Julie

"I don't want any help!" said Ben. Then he flew towards Star. But Gwen but a energy orb around Ben trapping him in there. "Let me out!" Star ran towards the object. "Stay away from there!" Ben started to force his way thru the energy orb. He flew up and Gwen fired some energy orbs at Ben that knocked him out. Ben fell to the ground. Star saw Ben fall and hit the ground.

"Ben!" Said Star in a worried tone

"Ben's alright. He has taken worse." said Kevin

"Whatever's wrong with him, it has to do with that thing." said Gwen

"Then let's take it down." Kevin said as he absorbed some metal. Kevin jumped to the top of the object and smashed it. When he did goo sprayed onto him and the metal he absorbed disappeared. "Nice. Goo all over my tux." The goo started to bubble. "Agh! Maggot goo all over my tux." Then Star, Gwen and Julie climbed up on to the object. Then a blue orb floated up into the air. Star then poked the orb. Then more blue orb started to come up in to the air. Then one orbs started to morph into a baby Necrofrigian.

"Awww." said Star, Gwen and Julie. The baby Necrofrigian looked at Star as if flew up into the air.

"You've got to be kidding." Then the baby Necrofriggan flew over to Ben. The rest of the orbs started to change in to baby Necrofrigian and flew over to Ben. Ben got up as the baby Necrofrigian surround him. They then started to fly away into the sky. But one small baby Necrofrigian was still fly near him.

"Go on. Fly." said Ben. Then the little baby Necrofrigian started to fly away.

Star, Kevin, Gwen and Julie got of the object.

"Okay. That was weird." said Kevin

Then Ben turned back into normal. Ben looked around confused about where he was and how he got here. "What... just happened?" asked Ben

Star walled up to Ben. "You might want to sit down for this." said Star

They told Ben what happened.

"Yep. Those are your kids." said Kevin as he showed Ben a video oft he baby Necrofrigians.

"How?" asked Ben in shock

"According to this, Necrofrigian - that's Big Chill's race - lays eggs egg only one every 80 years or so. They'll live in space, where it's cold, and then they feed on solar plasma. Doubt you'll ever see them again... mommy."

"Cut it out!"

"Should've figured it out from your pickle cravings."

"And from Ben giving you good advice." said Gwen

"Hey, I can give good advice." said Ben

"Yeah, Ben gave me good advice before." said Star

"See, it could happen." said Kevin

"Sorry but I don't have room on my bike for the both of you. So I will have to make a trip back." said Julie

"No you won't" said Star as she took out her dimensional scissors and opened a portal. Julie drove into it.

"This is the most embarrassing..." said Ben

"I think you made a great mommy." said Star then she kissed Ben on the cheek. Then the two walked thru the portal and then the portal closed.

Kevin and Gwen were still in the desert.

Gwen sighed. "This didn't turn out to be such a good night after all. We missed the dance." said Gwen depressed.

Kevin turned on the radio. He offered his hand and Gwen took it. The two of them danced as the music played.