It was late in the evening when Ben dived into the lake, the water was cool and refreshing helping Ben relax after a long day they had stopped here for the night to rest until the morning. Gwen was standing nearby holding a torch keeping a close eye on the water.

"Hey Gwen come on in the waters great" Ben said swimming short lengths back and forth.

"Yeah I think I am going to pass, who knows what kind of nasty slimy things are swimming around with you" Gwen said disgusted.

"During this vacation we have fought a giant robot and a mad scientist, and your worried about a couple of fish in a lake" Ben said confused.

"Hey I stand by what I said anyway I'm heading back don't stay out their too long okay" Gwen said before walking back to the rv.

"Suit yourself" Ben said floating in his back looking at the moon shining in the night sky, it was peaceful after a couple of minutes he decided to get out but before he did a shadow made it self visible under the water. He moved over to it curious when a large form burst out of the water in front of him due to the darkness he could only see the head but that was enough for him. He tried to swim away as quickly as possible but one of tentacles from its head grabbed on to his leg pulling him under along with it, Ben panicked and thrashed about while he was being dragged underwater until he was brought directly in front of one of its eyes.

If he wasn't underwater Ben would have screamed, he slammed his hand down blindly on The Omnitrix not caring which alien he got, a couple of seconds passed and he had become four arms slamming all four of his hands down on the tentacle. The creature let go and Ben shot to surface gasping air and clambering on to land.

It took him a few seconds to control his breathing, what was that thing? Ben thought, he squeezed into the rv waking up Max and Gwen in the process.

Gwen rubbed her eyes "Ben are you okay you looked spooked" Gwen said concerned.

Max did the same "what the hells going on?" Max said also concerned.

"I was attacked by a giant sea monster I think whatever it was it pulled me under I though it was going to eat me" Ben said in between shaky breaths and gasps of air.

"Seriously" Gwen said surprised.

Max quickly threw on a t shirt and headed out to the lake with Ben and Gwen in toll, he used the flashlight to illuminate the water but couldn't see anything.

"I know this sounds weird but I'm not making this up I swear" Ben said desperately.

"I believe you but their isn't much we can do lets just get some sleep we got an early day tomorrow" Max said switching off the flashlight and heading back to the rv.

"Yeah like I'm going to sleep much after that" Ben said as he reverted back to his normal form.

The next morning they arrived at an old fishing village ready for their fishing trip, Ben's dad had taken him fishing before and he loved it so he was excited to repeat the process. Gwen however was less than thrilled "you know what you guys have fun with that I'm going to catch some sun" Gwen said walking off.

"Okay but you don't know what your missing" Max called after her.

"Oh well I guess it's just you and me grandpa" Ben said shrugging.

They both turned to greet Captain Shaw who was busy fixing something.

"Captain Shaw" Max asked politely.

"Who wants to know" Captan Shaw said roughly.

He didn't seem to be very friendly at least that what's Ben thought.

Max ignored the hostility in his voice "I"m Max Tennyson this is my grandson Ben" Max said gesturing to himself and Ben who responded with a small wave.

"We chartered your boat today for a fishing trip" Max continued.

"Well then what are you waiting for an invitation get aboard I ain"t got all day" Captain Shaw said jumping on to the boat from the pier.

"Wow talk about attitude" Ben whispered to Max.

"Just ignore him" Max said getting on the boat Ben in tow as they set off down the lake.

A couple of minutes later they were sailing smoothly across the lake Max was leaning over railing enjoying the view "so everything interesting to catch out there today" Max asked.

"More than you can imagine" Captain Shaw said cryptically.

Ben was also leaning over the railing however he was keeping an eye on the water that monster wasn't going to catch him off guard this time.

Ben saw something in the distance and thought that was it crying out in alarm he pointed to it both Max and Captain Shaw stood ready as it got closer it was just a big tree branch that had fallen into the water.

"Sorry my bad" Ben said sheepishly.

Both Max and Captain Shaw relaxed when Captain Shaw suddenly started speaking "I take it your looking out for The Kraken"

"The Kraken you mean the one out of Greek mythology" Ben asked.

"That's what we call it seemed appropriate at the time anyway it's my business to know about it, I've been on its tail for years" Captain Shaw said handing a blurry picture of it to Ben.

"Folks out here think I'm insane" Captain Shaw said cynically.

"Why does that not surprise me, people don't believe in anything these days" Max said.

"Anyway the sightings go back hundreds of years on this very lake some say it's a myth but not me I could take you to a spot where I saw the beast itself that is if you want some real adventure" Captain Shaw said.

Ben had conflicted feelings on this but at least this time he would he ready plus their was one he remembered during their encounter though it pulled him under it didn't try to bite him all it did was look at him, he looked at Max and gave him his best puppy eyes which Max had trouble resisting.

"Well I suppose" Max said reluctantly.

"Awesome" Ben cheered

"But if things get too hectic we pull out agreed" Max said.

"Cool" Ben agreed.

"Well we better get a move on then" Captain Shaw said accelerating.

A couple of minutes later Captain Shaw was showing Ben the multiple machines he had in the captain's cabin "sonar,high def setup,ultrasound I'm always prepared and I will find it Mark my words it can't hide forever" Captain Shaw declared.

A slight shiver went down Ben's spine he remembered his encounter with Dr Animo but he felt he was being paranoid sure the guy didn't seem to be all there but he was okay.

Ben walked out of the captain's cabin and saw Max deep in thought.

"You okay Grandpa" Ben asked standing next to him.

"Yeah fine but just be careful this guy seems a bit to obsessed for my liking" Max said frowning.

"No problem" Ben said.

A couple of minutes later they saw a couple of floating objects in the water all lined up next to each other with yellow strewn across them saying do not enter "what in the hell" Captain Shaw shouted infuriated.

"Looks official perhaps we should turn back" Max suggested.

"Like hell we are this is my lake I go wherever I please" Captain Shaw said but he could do anything a boat pulled up alongside with the initials fof written on the side, a young man called out to them "fishing boat stop where you are, I am Jonah Melville the founder of friends of fish we have closed this section off the lake for an environmental study, I am afraid you will have to turn your boat around" he said.

"Suppose you have to make me fish hugger" Captain Shaw said threatenly.

"Well since I charted the boat for today I believe I'm in charge is that not right Captain" Max said causing Captain Shaw to scowl and mumble incoherently.

"But what about The Kraken" Ben asked.

Jonah started laughing "The Kraken not that old fish tale, look I'm a marine biologist and anybody who tells you they have seen a monster in this lake in casting without a hook"

Ben wasn't convinced he had a feeling that something bigger was going on here but he didn't know what it was when they headed back the way they had came things took a turn for the worst.

Captain Shaw was still furious about turning back but his sonar device started beeping picking something up "the sonar we found something" Captain Shaw shouted out causing Max and Ben to stand up in alarm. Ben spotted something heading towards them it was a small fin but Ben knew The Kraken was heading toward them, Captain Shaw Told them to hold on to something as The Kraken passed underneath them causing the boat almost tip over.

"Its heading for the docks" Captain Shaw said.

Gwen was sitting on the edge of the pier relaxing in the sun unaware of the coming danger "Ah this is the life Sun, peace and quiet what more could you want.

Captain Shaw tried to warn the various people on the dock using his horn but it was too late The Kraken surfaced in all its glory and screeched loudly Gwen was to scared to move as The Kraken headquarters the pier causing Gwen and the rest of the people to be catapulted into the water.

"I told yer The Kraken lives" Captain Shaw said.

"Less gloating more sailing" Max said before turning to Ben "someone needs to save these people"

"No problem I'm on it" Ben said before jumping of the boat into the water he twisted his watch until it showed XLR8 and slammed the core transforming him, he immediately started speeding toward the pier it took a second for him to get used running on water but in a few seconds he had mastered it he couldn't help but laugh at the situation.

He sped toward Gwen who was trying to swim away from The Kraken and grabbed her before The Kraken could eat her, he carried her quickly to land and set her down "you okay" Ben asked.

"I'm fine go" Gwen insisted.

Ben nodded and went to save the other people he managed to get all three of them on land with Gwen in a couple of seconds however The Kraken turned its attention toward the fof boat and submerged swimming toward it. Ben seeing this sped out again and stopped in front of it just as The Kraken tried to ram it, Ben spun around causing a mini tornado to keep the beast away.

The Kraken retreated back under the water, Ben jumped on the boat "why is this thing after you" Ben asked.

"I don't know" Jonah said but Ben could tell he was lying.

The Kraken reappeared this time at the front and tried to grab a box labelled cranberry, Jonah dived on the box trying to pull it back but it was no use he was dragged across the deck Ben quickly grabbed the tentacle and started to vibrate at intense speeds giving the creature an equivalent of a Chinese burn. The monster screeched in pain retreated under the surface of the water letting go of the box much think Jonah's relief.

"Whew thanks for the hand" Jonah said relieved.

"Okay what's so important about that crate that you would chance getting snacked on by The Kraken" Ben said annoyed.

"Erm our lunch" Jonah said the lying evident in his tone.

"So you care more about sandwiches than your own life" Ben said his tone implying that he didn't believe them Ben was about to call them out on their lie, he too distracted too realize the creature tentacle before it was too late as it plucked the box off the boat. Ben realised what was happening but before he could follow his chest started beeping red signalling him that he would turn back soon.

"Damn it sorry guys gotta run" Ben said putting his visor down and moving across the water back to Captain Shaws boat, he almost made it but he reverted back while still on the water causing him to skim on the water like a stone and land a few paces away.

"Man overboard Shaw bring the boat around" Max called out.

Captain Shaw was trying to get a clear shot with the harpoon gun but he eventually gave and brought the boat around allowing Ben to climb aboard with the help of Max, a couple hours later they were back on dry land Ben was wrapped up in a towel drying off sitting on a log Gwen was sitting opposite.

"Well that was refreshing" Ben said shivering slightly.

"I'll bet" Gwen said.

"So you think those friends of fish guys are as honest as their name suggests" Ben asked.

"Well with what you told me there is definitely more to this than meets the eye" Max said.

"I think we should" Max started saying before he was interrupted by a shout of anger, Captain Shaw appeared nearby seemingly furious "god damn those stupid fish huggers" Captain Shaw said.

"Captain Shaw what is it?" Max asked.

"The nerve of those environmental punks they've shut down the entire lake nobody tells me where to sail, no one's going to keep me away from reeling in the catch of the century nobody" Captain Shaw said marching off toward his boat.

Later they were back in the rv parked a couple minutes away Gwen was impatiently knocking on the bathroom door Ben had gone in their earlier and was taking forever she was slightly worried.

"Ben you okay in there" Gwen asked there was no response.

Max was also concerned but as tried to open the door he found it was unlocked and Ben was nowhere in sight.

"Oh please tell me he didn't" Gwen whined faceplaming.

"Yes he did" Max said realising that Ben was probably on Captain Shaw ship and becoming angry that Ben had left without telling them when Max had clearly told him not to go without them.

Meanwhile Captain Shaw was driving the ship out toward the open lake as he was driving he heard some commotion coming from outside and went investigate he saw something move underneath a sheet he has placed over some equipment. He ripped off the sheet revealing Ben Tennyson who smiled nervously "er first mate Ben Tennyson reporting for duty sire" Ben said giving a salute.

"What the hell are you doing here boy" Captain Shaw said annoyingly.

"I thought you could use some help" Ben said.

"I do just fine on my own" Captain Shaw said.

"I get that I do but I mean an extra pair of hands can't hurt right" Ben said hopefully.

Captain Shaw looked at him for a long moment before speaking again "I should take you straight back to your grandpa but I've come too far to go back out now so keep out of the way okay" Captain Shaw said.

Ben nodded so they set off again arriving at the spot after a few minutes "she's probably been chased deep by our fishy friends only one way to flush her out live bait" Captain Shaw said as he change into his scuba gear.

"Maybe I should come with you you know just in case" Ben said.

"No need I got my diving buddy right here wish me luck" Captain Shaw said holding a harpoon gun he sat on the edge of the boat and leant backwards and disappeared into the water.

Ben looked to his left after Captain Shaw had gone and saw some spare diving equipment his dad had taught him to scuba dive before not only that it was an unspoken rule that you never went diving alone because a faulty tank or a twisted air valve could mean your death.

Ben put on the scuba diving gear and went in after Captain Shaw after a few seconds he found Captain Shaw heading to a small shipwreck which what looked like an egg laying in the centre. Ben approached Captain Shaw from behind and tapped in from behind causing Captain Shaw to spin around aiming the harpoon gun at him.

Ben quickly waved his arms in front of him which made Captain Shaw relax knowing it was him they both descended together getting closer to the egg Is this why The Kraken attack the fof boat Ben wondered. Captain Shaw tapped him on the shoulder gesturing upwards letting him know it was time to go and headed upwards Ben followed behind at a steady pace before they both broke the surface.

Captain Shaw tossed the gun on to the deck and began climbing the ladder Ben was just about to follow him when a pair of arms suddenly grabbed on to him and roughly lifted him on to the deck Ben suddenly noticed there was boat parked next them however this one was different as it had machine gun turrets mounted on the front and sides.

Ben quickly dived under and moved away gaining some distance just enough so he could still see and hear what was happening Captain Shaw had been restrained by two people wearing scuba diving suits covering their whole bodies the lead man marched up to him.

"Don't you know night diving is dangerous old man unless of course you went with a friend " the man said sternly.

"I work alone I ain't got no friends" Captain Shaw said unafraid.

"Doesn't matter all we want is some information like what did you see down their" the man asked grabbing his collar.

"Nothing no wait a minute I think I saw this" Captain Shaw said as he headbutted him which sent him stumbling backwards it took a second for him to recover and he retaliated with a punch to the face knocking him unconscious.

"Stupid stubborn old man" the man said roughly as he removed his mask covering his face Ben was surprised it was Jonah the founder of the fof so he had been right he went to activate his Omnitrix but to his dismay it was still charging, he cursed under his breath.

The two men who had restrained Captain Shaw carried him onto their ship.

"We will take ahab here with us back to the cannery and find out if he knows anything, we will come back later with the mini sub and collect the rest of the eggs" Jonah ordered prepping and throwing a transmitter overboard.

"In the meantime I think boat just got lost at sea" Jonas said throwing a explosive on to his ship while he was leaving making it explode causing debris to scattered everywhere almost hitting Ben but it missed him by inches, Ben looked at The Omnitrix and saw it had gone green ready to be used he flicked the dial to stinkfky and slammed the core down as few seconds later he was In the air following Jonah's boat.

One of the crew saw him in the distance and pointed "is that a bird?" he said.

"No it's a plane" another one said.

Jonah had seen him too "no it's a bug about to get squished man the harpoons" Jonah ordered.

"Im only giving you guys this one chance to turn yourselves in" Ben shouted their response was for one of them to climb on the machine gun and start firing at him Ben dodged the bullets and used his goo to pin the guy who was on the machine gun to the floor, another one grabbed a machine gun a fired at him so Ben did the same to him as well.

Meanwhile Jonah had retreated inside of the vessel and was in the driver's seat flicking multiple switches causing the explosive barrels on the end to fall into the water exploding on contact preventing Ben from getting close. One of them caught his wings causing him to cry out in pain and plunge into the water he resurfaced and found himself ahead of the boat, his wings were burning with pain and he found himself unable to fly.

Jonah smiled realising Ben was in trouble and drove the boat directly at him aiming to ram him, Ben was trapped a log was floating nearby and he got on it trying to work out a plan Jonah was getting closer with every second but Ben had an idea he opened his mouth and fired goo from his it making a line he then swung himself up the tree before Jonah's boat smashed into the log.

Ben took cover in the tree using the darkness as cover while Jonah came on deck and used his flashlight to try and find him but Ben hid expertly causing him to give up.

"Throw him overboard that should by us some time" Jonah said pointing at Shaw who was still unciouncoius. The men obeyed and threw Shaw overboard then they headed north as fast as they could, Ben dived into the water grabbed Shaw and tried to look for the boat but it was long gone. He decided to head back to land and started flying across the water.

"Almost there hold on Shaw" Ben said but he heard a sudden beeping sound he was about revert.

"Oh come on give me a break" Ben whined.

Gwen stood on the ground looking through a pair of binoculars trying to find Ben and Shaw.

Max came out of the rv "any sign of Ben or Shaw" Max asked.

"Not yet" Gwen said until she heard a loud beeping sound and looked up she saw Ben flying above holding an unciouncoius Shaw seconds away from reverting back.

Ben aimed for the sheet across the doorway to the rv as he changed back to his normal form while in mid air both him and Shaw landed safely.

"Well another perfect landing" Ben said cheerfully.

A couple of seconds they were both in the rv after being helped down, Ben flinched as he took of his shirt revealing two small burn marks on his back however after Max applied some anti burn ointment he could barely feel them.

Max on the other hand was still angry about Ben rushing off on his own "what we're you thinking going off on your own like that" Max said glaring.

"Grandpa's right we are supposed to be a team" Gwen added.

"Okay that may have been poor thinking on my part" Ben admitted.

"But if we did wait until tomorrow Shaw would of been sleeping with the fishes permanently" Ben continued.

"Maybe so but you put yourself at risk what if you were caught by Jonah like Shaw was who knows what he would of done" Max said.

Ben looked down "sorry grandpa" Ben said sadly

"Look just try to be less gung ho from now on okay so what happened out there" Max asked.

Ben started explaining the whole story "and The Krakens nest was full of eggs, no wonder she's been attacking everything Jonah must be stealing her eggs" Ben said.

"And I think I know who Jonah really is I did a little checking online and found out that friends of fish is not listed on any environmental websites but I did find this" Gwen said turning her laptop around.

"Turns out Jonah melville isn't a friend to any wildlife, he travels around the world poaching rare animals then crates them and sells them to private collectors" Gwen said.

"That explains why The Kraken took the crate it must of had her eggs in it. We need to stop him now " Ben declared.

"I agree we just need to find this cannery" Max said.

"I don't really care about any of this but that monster is mine. I have a spare at the docks let's get going" Captain Shaw said getting up leaving the rv.

Ben, Gwen and Max followed him out and headed to the docks.

"I've just called the police but it will take a while before they get here" Gwen said all three of them were sitting in the boat waiting to leave Shaw was on the docks untying the rope keeping the boat in place.

Though it was kind of rude considering it was his boat they left without him leaving stranded on the docks and travelled toward the cannery meanwhile at the cannery Jonah was wearing a large high tech suit holding some eggs he had just collected, he gave them to one of his men who almost dropped it due to the weight.

"Be careful you fool these are the rarest eggs we are ever going to find and once we sell them off we will be the richest men in the world" Jonah said.

The man apologised and placed the egg into a large tube with the others unbeknownst to both of them The Kraken was getting closer waiting for the right moment to strike while a boat arrived below with Ben, Max and Gwen.

"Okay here's the plan you guys find the eggs while I teach Jonah what it feels like to be hunted "Ben said.

"Be careful" Max said while he and Gwen claimed up the ladder leading to the Cannery.

Ben jumped into the water activating his Omnitrix turning the dial a few times and slammed his hand down causing him to transform into a alien which looked like a human mutant angler fish with razor sharp teeth and claws. The Kraken burst out of the water and landed on the pier it roared with rage, Jonah got back into his machine grabbing the container while the crane lifted him up into the air.

Two of Jonah's man shot at The Kraken but it did nothing swatting one over the edge with ease while the other ran away, Jonah fired at The Kraken aiming for its face causing it to move back but Ben suddenly burst out of the water landing on Jonah's machine damaging his left arm making Jonah drop the container where it smashed open revealing the eggs.

Jonah shouted in frustration and smacked Ben in the face sending him crashing into the pier below the impact caused the eggs to balance unevenly on the edge of the pier inside Gwen and Max were sneaking around when they hit a corner and peeked round it, one of Jonah's men picked up a large weapon of the wall but before they could take him down a voice sounded behind them.

"I suggest you don't move" it was the one who had been knocked over the edge he was soaking wet due to his short swim back and he was holding a gun.

Max reacted with incredible speed knocking the gun out of his hand and chokeslamming him on the ground, the second guy ran out holding the big weapon only to be kicked in the stomach by Gwen who finished him off with a knee to the face.

"Not bad" Max said impressed.

"Not too bad yourself" Gwen said smirking.

Ben got up dizzy from the impact and saw the eggs balancing on the edge of the pier.

"Those eggs are mine" Jonah screamed dashing toward them but he was intercepted by Ben tackled him from behind sending them both tumbling into the water the eggs followed suite. Ben recovered first grabbing the eggs in his hands but Jonah was right behind him and punched him hard in the face sending him backwards. Jonah used the opportunity to grab the eggs and head back to the surface.

Ben shook his head recovering from his dizziness and raced after him however The Kraken blindsided Jonah taking the eggs back but Jonas fired a sonic wave making it drop the eggs again which Jonah caught, he was about to continue back to the surface when Ben grabbed him slamming him down into the bottom of the lake.

Jonah grabbed him by the throat pinning him down Ben opened his mouth and bit down on the arm causing Jonah to let go of him however he still had hold of the eggs and tried to get away but Ben was on him in seconds slashing his other arm straight off using his claws. The eggs dropped but Ben caught them in his mouth and headed for The Krakens nest.

He got there and placed the eggs down carefully The Kraken was watching him realising what he was doing Jonah tried to get them back but The Kraken intercepted him ripping his suit apart leaving him floating there helpless. The Kraken was about kill Jonah but Ben appeared in front of him making it calm down and return to its nest cradling its eggs.

"Thanks " Jonah said smiling before being knocked out by Ben "you're welcome" Ben said without any emotion. Ben took Jonah to the surface hanging him on a bit of wood for the police.

Max and Gwen were waiting on the pier for him when Shaw appeared in a rowboat "I may have missed the Kraken but feast your eyes on this beauty" Shaw said. Ben as ripjaws was trapped in Shaws net arms crossed looking very annoyed Gwen couldn't help seeing the funny side while Max was also trying to keep his composure.

Ben finally transformed back into his normal self leaving Shaw very confused "what the hell".

After a brief explanation when Ben was out of the net all Shaw shrugged "well that's quite the story, guess I owe you for saving my life"

"No problem its my job" Ben said.

"I trust you will keep this to yourself" Max said sternly.

"Eh everyone already thinks I'm crazy they wouldn't believe me anyway but I will say this keep the good work kid" Shaw said patting his shoulder.

In a couple of minutes they had said there goodbyes and were on the road again.