Out in a corn field some things started to crash into it from the sky. What crashed were small ships. They started to open and small fury aliens came out and the started to run into the corn field. They soon found themselves in a town. People were gathered to greet the aliens.

"Party!" said one of the aliens. Then the rest started to cheer.

A few days later Ben, Star, Kevin and Gwen meet Max at a Plumber's hideout.

"You want us to go where?" asked Ben

"A little town called Walton. Every 17 years, college students from another planet land there to blow off steam for a week." said Max

"Alien spring break."

"Right. But this time, one of the aliens has gone missing. I need you four to go find him."

The four of them left and got into Kevin's car and started to drive to Walton.

Some time passed.

"Podunk town in the middle of nowhere. Why don't aliens ever go missing anyplace fun?" asked Kevin

"This is farm country. What are aliens even doing here? What's so special about this place? asked Gwen

Kevin soon stopped the car as he saw a broken sign. They got out of the car. "Hooligans. Ha, and from the looks of it, amateurs."

Ben and Star started to walk up then Ben hit his foot on a stone on the ground. "Owww. Stubbed my toe." said Ben

Kevin pressed a button. Then the cars lights got bright. Ben and Star noticed something shiny on the ground. They were soon joined by Gwen and finally Kevin. "It looks like..." said Gwen

"Poop." said Kevin

"Shiny poop." Kevin picked one up and sniffed it. Kevin was about to bite it. "Kevin, don't."

"It's okay. It look like gold." said Kevin

"Please don't do it."

Kevin put it in his mouth and bite it. "Mmm, it is gold. And it's real."

"Solid-gold poop." said Ben

"I will say I never seen this before." said Star

They soon got back into the car and headed to town as they got there the sun started to come out. They drove around the town and saw that the people there had good houses and cars and other stuff.

"Look at this place." said Ben

"Sure, these farmers must be rolling in -" said Kevin

"Kevin." said Gwen

"I was going to say "dough"!"

Then several small aliens came out into the street. Kevin stopped the car so he didn't hit any of the aliens. The aliens started to surround the car. The aliens soon rocked the car back and forth.

Ben and Star started to laugh as they enjoyed it.

"Get your hands off my ride." said Kevin with anger in his voice

The aliens soon stopped and scatted. They group soon exited the car and a man in a white tux came up to them. "You didn't see any aliens. It was swamp gas." said the man

"Yeah right!" Star said secretly

"Mass hysteria? Weather balloons?"

"Save it. We're Plumbers." said Kevin as he showed his badge.

"Well, why didn't you say so? Welcome to Walton. You here for the popcorn festival?"

"What's the deal with that, anyway?" asked Star

"We make the best popcorn in the universe. Aliens can't get enough of the stuff. Every 17 years, they come back. But where are my manners? I'm Mayor Coleman." He held out his and but no one took it.

"What can you tell us about the missing alien?" asked Ben

"Missing alien? There's no missing alien. If there was a missing alien, he's probably just running around, eating popcorn and having fun."

"Uh-huh, we're still gonna have to look around. " said Gwen

"Be my guest, but I'm afraid you're not gonna find anything." Coleman then started to walk away.

"Ben, Star, we're gonna ha to -" said Gwen. Then she noticed that Ben and Star were gone. "Ben? Star?" Both Kevin and Gwen looked to see if they could spot them.

Down a alley Ben and Star was walking down it. They soon found some more of toughs aliens. They were eating popcorn. Then they started to leave.

"Lets follow them." said Star. Both Ben and Star started to follow them.

Kevin and Gwen came down the alley and saw Ben and Star following a group of aliens. "I'd better go keep an eye on them." said Kevin

"Would you?" asked Gwen. Kevin started to go after Ben and Star. Then a alien came up to Gwen.

"Were you... Were you sent by Max Tennyson?" asked the alien

"You're the one who called for help?"

"My name is Orb. My mom and dad told me that if I ever got into any trouble on Earth, I should call Max Tennyson."

"Good advice. The missing alien's a friend of yours?"

"My best friend. His name is Decka. One moment, we're stuffing our faces with popcorn. The next moment, he's gone. I'm worried sick."

"Do you have anything of his that I could use to track him? A piece of clothing or something?"

"No, nothing like that. I'm sorry."

"It's okay. We'll have to find your friend the old-fashioned way." Orb was confused. "We're gonna have to look for him."

With Ben, Star and Kevin. The aliens were messing around. One of the aliens cannonballed in to a pool full of popcorn.

"I've seen a lot of strange and messed-up things." said Kevin

"How does this rank?" asked Ben

"It's up there."

"I don't know. It seems pretty laid-back for spring break. Me and Pony Head did some crazy stuff together." said Star

Then one of the aliens thru a chair into a window of the house they were hanging out near. The rest of the aliens started to through stuff at the house.

"Laid-back?" asked Kevin

"Could be worse." said Ben

"House-tipping! Everybody tip the house!" said one of the aliens. Then all of them went to one side and started to lift the house up.

"Yeah, its worse." said Star

Ben then activated the omnitrix. He selected a form and hit it. "Spidermonkey!" Ben jumped and climbed up onto the roof of the house. He then shot web at the aliens trapping them. Two aliens climbed on the roof. They charged at him. Ben Jumped up and the two aliens ran into each other. Ben landed on the ground. An alien tried to grab Ben jumped behind him. He grabbed the alien an wrapped him up. Two more alien carried a chair and was about to hit Ben. Kevin lifted the chair out of there hands.

"Naughty, naughty." said Kevin. He knocked them out by hitting there heads together.

Star blasted the last two aliens. "Is that all of them? asked Star

The aliens that were left lifted a silo up and tossed it at Ben, Star and Kevin. Ben grabbed Star in his arms and shot a web at Kevin. Ben ran carrying Star and dragging Kevin. After they got out of the way Ben flung Kevin sending him into the group of aliens. "Tell me when you're gonna do stuff like that." An alien was about to swing a stick at Ben and Star but before he could both Ben and Star kicked him into the pool full of popcorn. They wrapped up the alien's hands in web. "Busted at spring break. Yeah, I've been there."

Mayor Coleman soon came up followed by Orb and Gwen. "You kids have been busy." said Mayor Coleman

"What do you want to do with them?" asked Ben

"Well, for starters, let them go."

"But - but look what they did!"

"Awww, popcorn festival's only once every 17 years. No one wants to press charges. It's just a little damage." Then Mayor Coleman started to untied the aliens.

"Just a little damage. They destroyed the farm." said Star

Mayor Coleman chuckled. "Boys will be boys." He held out his hand as the aliens clapped it as they passed him. "Now don't forget to eat lots of popcorn!"

"That's it? They level an entire building and all you can tell them is, "eat lots of popcorn"?"

"Yeah what is up with that?" asked Ben

"Now, don't worry your heads, you two. It's complicated." said Mayor Coleman

"What's so complicated? The aliens eat popcorn, then they leave solid gold, right? That is why this town has so much money." said Gwen

"Okay, you got us. Every 17years, we make some popcorn, then shovel up the gold. Our economy's based on alien -"

"Poop." said Kevin as he coughed in to his fist.

"That's wrong on so many levels." said Gwen

"No one wants to be punishing the alien kids, and the festival is almost over. They're gonna be heading back to school in the morning anyway" said Mayor Coleman

"Not all of us. I'm not leaving until we find Decka." said Orb

"Decka? He probably went home already. Looking for him is a waste of time."

"All the same , we're gonna take a look around." said Ben. Then Ben and Star walked away splitting from Kevin and Gwen.

"I'll go with them." said Kevin

Kevin was about to leave. "Kevin, are you avoiding me?" asked Gwen

"No, I just love hanging out with your cousin."

Kevin soon caught up with Ben and Star.

"That's the second time you've ditched her." said Ben

"Are you two fighting?" asked Star

"If we were, would I talk about it with you two?" asked Kevin.

Okay." said Ben as he and Star stopped for a minute.

"I'll go with Gwen." Star whispered to Ben. He nodded agreeing.

Star rejoined Gwen.

"So you are going to help me out?" asked Gwen

"Yeah, I decided to join you. After Kevin decided to go with Ben." said Star

"You know what been up with him lately?"

"No idea."

later that night Ben, Star, Kevin and Gwen meet back up as the saw the aliens started to head back to there ships.

"What's happening?" asked Ben

"The festival is over. It's time to go back to school." said Orb. Ship started to fly away until there were only two ships left. "This has been the worst popcorn festival ever."

"Maybe the Mayor was right. Maybe your friend went home." said Gwen

"Without telling anybody? That's not like Decka."

"Two spaceships left. One is yours. The other one must be Decka's." said Ben

"He's still here!"

"And we have a something to track him with. Which ship is yours?" asked Gwen. Orb pointed to the ship on the right. Gwen walked to the ship on the left and touched it. Gwen's eyes started to glow. "Got him."

They headed to the Mayor's barn. Then once the got there was a hole in the entrance. They entered the barn. Gwen let out a orb so they could see. They looked around and soon found a cage that was destroyed.

"What do you suppose to be in there?" asked Ben

"It's the Mayor's barn." sad Gwen

"So let's find him and ask him." said Star

"That won't be a problem finding him. I see you hiding back there. Come on out before I have to hurt -" said Kevin. He was cut off as Mayor Coleman fired an energy gun at them. Gwen put up an energy shield up to block the blasts. "See? This is why everybody hates politicians."

Ben activated the omnitrix and hit it. "Goop!" Ben started to fly around and Mayor started to blast Ben. As Coleman fired at Ben, Star fired at Coleman knocking the gun out of his hands. Coleman ran for the gun. Ben slide under Coleman and made him slip on the ground. Kevin then step and destroyed the gun.

"Bad idea."

Ben then turned back to normal. Orb started to head towards Coleman. But Ben grabbed Orb. "Where is Decka? What did you do to him?" said Orb

"Don't know how long I can keep him off you. Better start talking." said Ben

"Okay, I snatched him!" said Coleman

"Got greedy, huh? Decided to have your own personal gold maker." said Kevin. Then he laughed. "Make! I'm funny."

"I don't get it" said Gwen

"Me either." said Star

"Like, make a number two?" said Kevin

"Really? That was the whole joke?" asked Gwen

"Yeah, it wasn't even funny." said Star

"We got a problem." said Orb. He picked up a piece of meat of the ground. "Did you feed him meat? Tell me you didn't feed him meat!"

"Why? What's wrong with meat?" asked Ben

"For our species, eating meat is bad!"

"How bad we talking here?" asked Kevin

They soon heard a roar. They left the barn and they saw a huge red creator. The creator started to attack the barn.

"Decka, no!." said Orb

As Decka continued to destroyed the barn. Gwen put up a shield to protect them from the falling debris. Ben activated the omnitrix. He selected a form and then hit the omnitrix. "Big Chill!" Ben flew up into to the air.

Star, Kevin and Gwen were about to help but Orb got in front of them. "Don't hurt him! He's still my best friend!"

"We'll try." said Gwen

"Yeah, we'll do are best." said Star

"They'll try. I'm not promising anything." said Kevin

Ben dodged the swipes from Decka. Then Ben phased through Decka. Decka started to be covered in ice. But Decka soon broke out of the ice. Ben flew up higher and Gwen put up a shield to protect Star, Kevin, Orb and herself from the falling ice. Ben flew in but Decka hit him into the barn. Decka started to destroyed the barn. Gwen kept the shield up as the barn was getting destroyed. Decka started to leave. Star, Kevin, Gwen and Orb started to run to the barn.

"Ben!" said Star with worry.

Ben got out of the rubble. "I got to remember to go intangible." said Ben

"This is all because your friend ate one bad piece of meat?" asked Kevin

"My people can't eat meat or we revert into our primal form - a mindless monster" said Orb

"Can we change him back?" asked Gwen

"Don't have to. He'll only stay in that form as long as he keeps eating."

"So, good news." said Ben

"Sure. Give us the rest of it." said Kevin

"The thing is, this form is only the beginning. He's going to consume all the meat he can find. Then, when he's enriched enough fissionable material, he's going to reproduce." said Orb

"Meaning?" asked Star

"He's going to split into 100 identical copies. Then they'll go off and eat everything they can find!"

"How many times can they do that?" asked Ben

"Ever wonder what happened to Mars? It used to be called the popcorn planet." The four was in shocked. They started to chase after Decka. "Careful!" They stopped to hear what Orb has to say. "One wrong step, and it could be your last!"

"What? Don't step on the gold?" asked Star

"Gold is what happens when we eat popcorn. In that form, his waste is uranium 1412."

"Unstable radioactive poop?" said Kevin

"What is uranium?" asked Star

"Uranium, is a dangers material that can make some one sick and is highly explosive." said Gwen

"You don't know about uranium?" asked Kevin

"No! we don't have that on Mewni or at lest we haven't found any yet." said Star

"So whatever you do don't step on the uranium!" said Orb

"Okay that's good to know." Star used her wand to summoned a pink cloud. Star got on the cloud and flew on it. Gwen made energy steps for her to walk on. Ben continued to fly and Kevin just rand through the field. As Kevin was running he accidently stepped in uranium. It exploded and Kevin was send flying he landed on more uranium. The was exploded in to another and kept landing in seven more. Then Gwen send out some energy and Kevin landed on it face down. Kevin ground. Ben, Star and Gwen stopped where Kevin landed.

"Are you hurt?" asked Gwen

"No! I like being blown up." Kevin said sarcastically

Gwen drop the energy step that Kevin was on. Kevin then fell to the ground. There was a roar.

"I thought he was going to look for meat?" asked Star

"Yeah, he's at the power plaint." said Ben

"Ooh, bad." said Orb. Decka grabbed the power plaint and was started to get electrified. "He's absorbing the power! Once he's got enough energy, he's going to divide!"

"Got an idea." said Ben. He flew and went intangible and went into the power plaint. Ben let out his ice breath and froze the turbines. The turbines stopped and it stopped generating electricity. Deka then started to eat the power plaint.

Star, Kevin, Gwen and Orb got to the power plaint.

"We cut off the power, but it's still hungry! Now what?" asked Gwen

"Get me close enough to talk to him! Maybe I can reason with him!" said Orb. Gwen made steps out of energy. Orbs walked up the steps up to Decka face. "Decka, it's me, Orb! I know you're in there. This isn't you! The meat has poisoned your mind. I know my best friend is inside fighting to take control. Please fight it. ight it, and we can go home!" Decka grabbed Orb and was going to put him in his mouth. Kevin put his hands together and made a spike. Kevin hit Decka. He dropped Orb. Gwen fired a energy beam and grabbed Orb. She put Orb on the ground.

"Do you have any other ideas?" asked Star

"Yes - evacuate the planet."

Then Ben flew down to them. "Your species isn't supposed to eat meat. What else can't eat?" asked Ben

"Uh, some heavy metals, lanthanides, fluorine, silicon, chicken nuggets -"

"Back up. What about silicon?"

"Silicon? It's poisonous."

"Okay. Whatever happens, stay back." Ben tapped the omnitrix symbol. "Echo Echo!" Ben started to run at Decka. He then multiplied into tones of copies. They let out a sonic scream. Decka was pushed back by it. "Come on! Bite me!" Decka grabbed a group of Bens and ate them.

"Oh, no."

"Ben!" said Star worried

"Bit me!" said the Bens over and over again as Decka was grabbing them and eating them.

"The Echo Echoes are made of silicon." said Gwen

Then Decka's stomach started to make a weird sound. Decka belched loudly and fell to his knees. The last of the Bens started to climb Decka and started jumping into his mouth. Then soon Decka started to vomit out all the Bens. Once all the Bens were out they merged and he turned back to normal. "That was different."

"Ew!" said Star, Kevin, Gwen and Orb

Decka started to revert back to normal. Decka was unconscious. Orb ran over to Decka.

Soon later at the field.

"You're going to be fine." said Orb

"Sorry that this happened. We'll make sure the Mayor is punished." said Ben

"Your whole worthless planet should be punished! Come on, Orb!" said Decka. Both Decka and Orb returned to their ships. "I am telling everyone. We are never coming back to this dump again!" There ships fired off into space. Both Ben and Star took Mayor Coleman who was tied up to the car.

"Are you okay?" asked Gwen

"Do we have to talk about it?" asked Kevin

"Not if you don't want to."

"Here." Kevin held a locket. "This is from..."

Gwen took it from Kevin and opened it. Inside was a picture of her and Kevin. "That day at the pier."

"Wanted you to have something to remember me the way I used to be."

"Kevin, you know I didn't care what you look like."

"Maybe not, but I do."

The two soon walked over to the car.