Ben, Star, Kevin and Gwen were driving down the road.

"There it is up ahead, just like your tip said." said Gwen

"You sound surprised." said Kevin

"Not surprised." said Star

"The whole thing seems a little pat." said Ben

"You think it's a trap? I could just keep driving." said Kevin

"No. Somebody went to a lot of trouble to get us here."

"Yeah, let's play it out." said Star

Kevin hit the breaks when he saw a truck upside down in the middle of the road. They got out of the car. Kevin walked over to the back of the truck and absorbed the metal of the handle and opened it up. Then DNAliens to jump out and started to attack Kevin. They pilled on him making fall into the ditch. Ben, Star, and Gwen saw what happened. Gwen started to run up purple energy steps she made to get over the car. She fired a blast getting the DNAliens off of Kevin. DNAliens started to attack Gwen from behind her but Star blasted them as Gwen dodged some of the goo they send at her. Ben activated the omnitrix and hit it. "Spidermonkey!" said Ben. Then he jumped on to a DNAlien and thru him into a tree. More DNAlien started to shot goo at Ben. Ben ran to dodge the goo. Ben climbed a tree and started to swing from branch to branch and shot web in the DNAlien faces covering the mouths with web. The DNAliens tried to take off the web. "Leave it on. It's supposed to be good for the complexion."

Another truck came up and DNAliens started to came out and started to blast Ben. Ben dodged the blasts by going from tree to tree. Star and Gwen were fight off a horde of DNAliens. Then a Arachnachimp started to beat up some of the DNAliens that Star and Gwen were fighting. The Arachnachimp slide down the ditch and started to beat up some more DNAliens. The DNAliens started to ran away as they got into the truck that pulled up before and escaped in it. The Arachnachimp offered Kevin a hand. "man, I've never seen you fight like that." said Kevin as he got up. The Arachnachimp made a few monkey noises. "Ben?" Kevin noticed that there were two Arachnachimps. One that helped him and one on the ground. "Wait a minute. If you're not Ben..."

"Who are you." asked Gwen as she walked up to Kevin.

Star walked up to Ben and helped him up. "Tell me this isn't gonna be one of those evil-twin things again." said Star

The Arachnachimp walked up to Ben and Star. "Are you all right?" he asked Ben

"Uh, yeah, fine. But who are you?" asked Ben

"Just someone who saw a fellow Arachnachimp in trouble and did what any of us would have done." said the Arachnachimp

"Well, I sure appreciate that. But I'm not really one of you." Ben then turned back to normal. "See? I have this thing called the omnitrix, and I can become..."

"Any one of 10 aliens. You're the famous Ben Tennyson, aren't you? I never thought I'd meet you."

"Yeah!" said Star

"Hey, maybe you can help us stop those DNAliens." said Ben

"DNAliens?" question the Arachnachimp

"Those things that attacked us were DNAliens."

"You've never heard of..." said Star

"No, and I'm sorry, but I can't do anything more for you. I've got something important I have to do." said the Arachnachimp

"Then maybe I can help you." said Ben

"You know, you're everything they say and more, and more. If you really want to help, just tell me where there's a cryogenics lab around here."

"A what?" asked Star

"It's not important. I'll find it myself. Glad I could help you, at least." Then went Arachnachimp into a tree. "With any luck, my own mission will go as well." He swung thru the trees leaving the group.

Later at Ben's house. Ben, Star and Kevin was in Ben's room. Star was seating on the bed. Kevin was seating in the computer chair and Ben was seating in the window seal. Kevin was holding a strange object.

"How come either of you haven't asked me what this is?" said Kevin

"I'm worried about the spidermonkey." said Ben

"Why?"

"He saved my life. Yours, Star's and Gwen's as well."

"I repeat my question."

Then Gwen entered the room. "What's that, Kevin?" asked Gwen

"See, Ben? That's a normal level of curiosity. It fell of one of those DNAliens. I'm trying to figure out what it does."

"Grandpa used something like this to clean his ears." Gwen then grabbed the thing from Kevin. "You press down on this and boric acid solution comes..." Gwen pressed it and something hit the floor and it started to melt the floor.

"Ear cleaner?!" asked Star confused

"Guess the DNAliens use stronger acid." Gwen gave it back to Kevin but dropped it.

In a cryogenics lab. A alarm started to sound as the Arachnachmp ran carrying a container with guards chasing him. Some people were about to get him from the front. The Arachnachimp kicked the two guards. Then he leg swiped the two guards behind him and jumped kicked the last two guards. He jumped up and shot a web on the bridge. A guard shot the bridge and it fell apart. He started to fall and hit the ground. He got up and saw there were more guards coming to get him. "Goop!" said a voice. Then Ben as Goop came in pushing away the guards. He come up tot he Arachnachimp. "Figured I'd find you here. It's me, Ben. What are you doing?"

"I - I need some equipment." said the Arachnachimp

"So, you just decided to take it? That's called stealing."

"Can't be helped" Then the guards started to fire at them. The Arachnachimp grabbed one of the guards with his web and pulled away and grabbed it. He pointed it at the guards.

"No!" Ben grabbed the Arachnachimp and became a ball and started to bounce away.

Later in the dessert.

"What am I supposed to do with you? I owe you one, but you're just a common thief." said Ben

"How dare you!" said the Arachnachimp as he pushed Ben. "I'm sorry. You're right. I am a thief. But not a common one. My name is Simion. Prince Simion."

"Prince? Now, wait a minute."

"We call my planet Arachna. There's a legend we have about someone named Jefred. He was leading the Archnachimps against an army of aliens. He was totally outnumbered. it looked hopeless... until he saw a light coming from a cave. Inside, he found a crystal refracting light from them enemy campfires. He saw that the cave was really a natural tunnel that led to the aliens' rear flank. He led his soldiers through the tunnel on a sneak attack. They were able to drive off the aliens, and it never would have happened without that crystal. Jefred was crowned king of Arachna, and the crystal became the symbol of our monarchy. My father - the king - he died suddenly when I was finishing school. But just as I was about to be crowned, the crystal disappeared. The people thought it was a sign I didn't deserve to be king. A military dictator took over."

"What are you going to do?"

"Prove that I am worthy of the throne. I'm gonna get that crystal back."

"Where is it?"

"Hidden in a fortress. That's why I need that equipment - to help me break in. And that's also why you can't interfere anymore. Understand?"

"Wait. You don't have to steal anything else. Let me help you."

Later in front of Ben's house. Ben told Star, Kevin and Gwen of Simion and that he was going to help him.

"But you don't even know this guy." said Gwen

"Gwen has a point. Even if this guy saved us we still don't know much about this guy." said Star

"And what do you get out of helping him?" asked Kevin

"Like Star said he saved our lives and there's something else. He's just a kid. His father's gone now, and he has to step up. Sound familiar?" asked Ben. Star, Kevin and Gwen didn't say a word. "He's just like me! You. I mean, he's just like you."

"Ben, look. You shouldn't be going off on your own with someone we don't know." said Star

"I'm not going alone. I told him I wouldn't go without you three."

"Great. So, where's the fortress?" asked Kevin

"On the moon."

Soon they started to head to the moon in Simion's spaceship. Ben, Star and Simion were looking at a map of the fortress.

"Here's the entrance. And here's where the robots patrol outside. If we land over here, they won't see us." said Simion

"One problem. We're going to need pressurized suits to go from the ship to the fortress." said Ben

Kevin and Gwen were looking out a window as Ben and Simion were talking.

"Craziest thing we've ever done, and that's saying a lot." said Kevin

"Ben identifies with the prince. They both had a lot of responsibility thrown at them. They are both young." said Gwen

with Ben, Star, and Simion

"You two hear that?" asked Simion

"Hear what?" asked Ben and Star

"Oh, I forgot. Your hearing's not as good as ours. They're saying they don't trust me. I'm too young." said Simion

"Don't listen to them. I almost never do." said Ben

"Same here." said Star

"But I've heard it before from other." said Simion

"Look, Sim, nobody thought a kid could handle something like the omnitrix, but I did it. You can do this." said Ben

"I understand what you mean. My mom didn't think I could handle the family wand but I'm doing great with it." said Star

"Your right Ben and Star. I'll show them. I'll show them all." said Simion

"Sim, Star, we'll show them, okay?" asked Ben as he stuck his arm out then Star and Simion but there hands in.

They landed the ship and soon exited the ship wearing space suits.

"Uh, what are we supposed to do with the extra arms?" asked Kevin

"You never used to have a problem figuring out what to do with your arms. That's what the girls say." said Ben

"Whish girls?"

They soon found themselves at the edge of the cliff were the fortress was.

"These drones are the first line of defense. When their radar spots something moving, they make a beeline for it and explode on contact. I can probably dodge them." said Simion

"I couldn't." said Ben

Ben looked at Star. "I can't my wand is in my bag and my bag is in my suit." said Star

Ben and Star then looked at Kevin. "Don't look at me. My powers are useless unless I can touch something. And when I'm in this suit, I can't." said Kevin

Ben, Star and Kevin then looked at Gwen. They soon slide down the side off the cliff. Then drones started to head towards them. "Look out!" said Simion

"Got it." said Gwen. Then she jumped up and blast the drones. She made a bath to the door. "What are you waiting for? Go!" Then Ben, Star, Kevin and Simion ran into the fortress. As Gwen continued to blast drones. Simion tried to turn the wheel. Then Ben, Star and Kevin walked over. Then they worked together to turn a wheel to open the door.

"Can't do it all on your own, Sim. Remember that." said Ben then they soon entered the airlock and took of the spacesuits.

"Nice to be out of this monkey suit. Uh, no offence." said Kevin

They went deeper into the fortress. Simion tried to open a door. "A little help, please." asked Simion. Then Ben, Star and Kevin came over to help. When they opened the door and saw more drones. They quickly closed the door. "What now?"

"Me." said Kevin. Then he absorbed the metal of the wheel. They open the door. Kevin then ran in and started to punched the drones. "I got them. Go!" Kevin lured the drones away. Kevin was destroying the drones. Then Star fired a few blasts hitting the drones.

"I'll help out!" said Star as she destroyed more drones

Ben and Simion ran passed.

"Kevin phone!" Simion said as he thru Kevin a phone.

"No roaming charges?" Simion gave the second phone to Ben. Ben and Simion went down the wall till the got to a cross ways.

"Which way?" asked Ben

"I don't think it matters." said Simion. Then doors started to close trapping them. Then the roof started to lower on to them. Ben, Star and Simion held up the roof.

"Can you can reach over and activate the omnitrix for me?" asked Ben

"Too far." said Simion as he tried to reach for it.

"Great, we're stuck like this." said Ben

Then Kevin's voice came over the phone. "Ben? Just checking in. Everything's cool on my end. Ben, can you hear me?"

"I can hear you. Not cool on this end!"

"Haven't heard from you in a while."

"I said, not cool! Get over here!"

"He can't hear you. You have to hold down the button." said Simoin

"Good luck with that."

"Well, guess you would have called if there was a problem. Over and out, or whatever."

Ben started to shake. "Ben, what good is that going to do?" asked Simion. Then stuff started to exited Ben's pockets including the acid that Kevin got from the DNAliens.

"Simion Get that." said Ben

Simion tried to pull it toward him with his foot but couldn't reach. "I... can't. No wait! I can!" Simion shot web and pulled it to one of his hands.

"Spray it on the floor. Hurry!" said Ben

Simion sprayed the acid on the floor. A hole appeared, Simion went into the hole. Followed by Ben. "Any idea where we are?" asked Ben

"This wasn't in the blueprints. But a leader leads. Let's try this way. By the way, where'd you get the DNAlien resin remover?" Simion said as he gave it back to Ben.

"Long story." Ben said at the two of them walked down the hall.

In a room an alarm started to go off. "Yow! It's probably a short circuit." said a guy as he pressed some buttons and pulled some leavers. He looked at the monitors. "Uh, that's it." He gasped as he say Ben and Simion on a monitor. "Uh-oh! Why me? Why me?!" He flipped a switch and started to talk through the intercom. "Hello? Testing. One, two, three. Testing." he said as twist some dales and flipped his switches.

With Ben and Simion.

"Hello?" said over the intercom with the two coving there ears. Then it cleared up. "Whoever you are, you have to leave right now. I'm serious!" said the man over the intercom with a little fear tone in his voice

"He sounds scared, doesn't he?" said Ben

"You shouldn't be in here." said the man. Simion shot web at the intercom and ripped off. "Hay, I have to fix that! You can't... that did it!" He press a button and got a wrench. Then he was lowered to out of the room.

Ben and Simion found themselves at a big door.

"I don't think we can open this thing." said Simion

"No, but I know who can." said Ben. He activated the omnitrix and hit it. "Big Chill." Ben touch the door and froze the door. Simion jumped up and punched the door. Making a whole in the door. On the other side of the door was the man from the monitor room.

"Now I have to fix that, too!" said the man

Simion started to walk towards the man. "Out of the way." said Simion. The man did move as Simion moved closer and closer. "Ben, I think this guy needs to chill out. What do you think?"

"I think I hate puns, and I know I don't like to freeze people."

"Then I'll do it myself." Simion ran up and thru the man off the bridge.

"No!" said Ben as he started to fly after the man. He changed into Jetray and grabbed the man before he hit the ground.

"I don't suppose you'd tell me what's going on here. Just a clue, maybe?" asked the man

"You first."

Simion made his into the room with the crystal. He walked up to were the and was about to grab the crystal but was started to be electrocuted. He screamed out in pain. Then Ben started to run in.

"That's got to smart. " said Ben. He activated the omnitrix and hit it. "Chromastone!" Ben jumped up and thru Simion out of the electrocute current. Ben then grabbed the crystal and removed it. Some time later he went over to Simion and woke him up. "Sim, I got it. Had to put it in here just in case there was any residual electricity or radiation."

"You know, we make a pretty good team, don't we?" said Simion. He tried to grab the case but Ben moved it away so he didn't get it. "What's the matter?"

"That guard. He was just doing his job. He didn't want to hurt anybody, but you were going to kill him."

"Ben, there are a lot more lives than his at stake back home. Now, give me -"

Ben walked back as Simion tried for the case again. "If you're really trying tomake your planet a better place, you can't start out by murdering someone."

Simion sighed. "You're right. All I ever wanted to do was lead. But if I have to sacrifice my principles to become a leader, I'll never be a good one. Thanks, Ben."

"You're welcome, Sim. But that sounded a little pat. You know - phony?" Simion started to attack Ben. Ben thru the case to the side. Benn the pined Simion to the wall. "You don't deserve to be king."

"Idiot! I made up all that stuff. You know what this place really is? It's an intergalactic communications center. And the crystal is it's power source. Once it's gone, no one's going to be able to call for help when the Highbreed invade." Ben then elbowed Simion and thru him into the thing that was holding the crystal. Ben ran and grabbed the case. "Sorry, Ben. That crystal's leaving here with me."

"Let's see what Humongousaur has to say about that." Simion web up the hand with the omnitrix on it. He pulled the web and thru ben into a wall.

"I don't think Humongousaur has anything to say." Simion took the case from Ben. Simion stared to ran. He soon ran passed both Star and Kevin.

"Hey, Sim, where's Ben?" asked Star

"Right behind me." said Simion as he quickly ran into the airlock. Closed it and put on his suit.

Star and Kevin looked down the hall and didn't see Ben coming.

Simion exited the fortress and returned to his ship. But Gwen was there. "What are you doing? Where are Ben, Star and Kevin?" asked Gwen

"I, um, uh - aw, forget it." said Simion as he hit Gwen to the ground. Gwen was about to attack. But Kevin stopped her.

"Gwen it's okay. Let him go." said Kevin as Ben and Star soon caught up. "How are we supposed to get home?" Cimion's ship flew up and away.

"Lu's going to let us use his shuttle." said Ben

"Lu?"

"Who's Lu?" asked Star

"He's the techie who runs this place. I saved his life, and he told me what was really going on. Course, I was already suspicious when Simion knew what the DNAlien ear cleaner was. Remember how he'd told us he'd never heard of them?" said Ben

"Yeah, but the prince - he's got the crystal now, and - "

"That guy's no prince, believe me. And he doesn't have this." Ben said as he reveled he has the crystal

"If you have the crystal, what dose he have?"

On Earth with Simion was with a Highbreed.

"I'm telling you, this Tennyson kid is way overrated. Tricked him into helping me steal the crystal, and he never had a clue." said Simion

"Sounds like you made a real monkey out of him." said the Highbreed as she show Simion some money. "No offense."

"Offend me all you want, long as you keep paying me like this."

The Highbreed close the case of money. "First. I'd like to see the crystal."

"Of course." simion went over and got the case and brought it over to the Highbreed. The Highbreed opened the case.

"What is this? A joke?"

"Joke? What do you mean?" Simion saw that was in the case was the acid. he started to walk back and fell. "It - it - it's a mistake."

"It certainly is. We distinctly told you to bring us the crystal. Maybe you didn't hear us. Maybe you need to have your ears cleaned." the Highbreed said as he took out the acid.