The next day; Winslow woke up in his and Speedy's mouse hole.

"What a night." said Winslow.

He got out of bed and walked out of his room.

"What to do today." said Winslow.

He went to the mouse hole's living room and saw Speedy and Slowpoke sitting on a couch talking.

"The doctor did say that I should try and bond with Slowpoke." said Winslow.

Winslow sighed.

He sat down on the couch.

Speedy saw this.

"Morning roomie." Said Speedy.

"Morning, I'd like to speak to Slowpoke alone." Said Winslow.

Speedy nodded before running off.

Slowpoke was confused and looked at Winslow.

"What's this about?" said Slowpoke.

"I need to clear the air a bit." Said Winslow.

"Of what amigo?" said Slowpoke.

Winslow sighed.

"Well…I'm a bit jealous of you." Said Winslow.

Slowpoke became shocked.

"Jealous of me? Please, I'm Speedy's cousin, if I was a girl, then there'd be problems." Said Slowpoke.

Winslow smirked.

'That is true." He said.

Slow Poke smiled.

"Besides these nice people named Kevin Levin and Gwendolyn are letting me live with them in their mouse hole." He said.

"Neighbors. But it'll take you time to get there since you're slow." Said Winslow.

Slowpoke laughed.

"I'm slow on the feet, but not the head." Said Slowpoke.

Slow Poke then smiled.

"Besides that one monster who lives there will give me a lift." He said.

"How?" said Winslow.

"I hypnotized him with my own eyes." Said Slowpoke.

Winslow became shocked.

"Wait, what?" said Winslow.

With Ben; he was looking at a bunch of condos.

"One of these should be Dave's." said Ben.

Kai was with him and is worried.

"Honey you should listen to Sonic." She said.

"Why, since he claims to know people better than I do?" said Ben.

He looked at a piece of paper and looked at the number on it before going to a door with the same number on it and knocked on it.

Inside the condo, Dave was shocked.

"Oh no Ben is here." He said. "He must not see what I am doing."

He went to the door and let Ben in, leaving Kai out.

"Yeah, he's screwed." Said Kai.

In the condo.

"So what do you want me to build?" said Ben, "Because I can go Grey Matter, Brainstorm, or Jury Rigg for your building needs."

Dave smirked.

"Well, just one thing." Said Dave.

He went to a white blanket and removed it, revealing a bunch of technology.

"I need you to build some type of battery for me so that Toon City can get all its power from it." Said Dave, "I'll be a hero to everyone."

Ben was shocked.

"Well what will it look like?" He asked.

Dave pulled out a piece of paper and showed the picture to Ben. It looked like Eggman's old Doomsday device.

"On it." Said Ben.

He activated his omnitrix, slammed down on it, and became Jury Rigg.

"Fix, fix, fix, fix, fix." Jury Rigg said as he used the pieces to make the device in the picture.

The omnitrix started beeping before Jury Rigg turned back to Ben.

Dave smirked.

"Now that that's over with, Grinders." Said Dave.

A bunch of Grinders appeared and grabbed Ben before placing a device over his omnitrix.

Ben became shocked.

"Dave, what gives?" said Ben.

"I'm not a fan of your deeds, I was using you to get a new Doomsday device. Take him to the dungeon." Said Dave.

The Grinders started to drag Ben off.

They reached a basement with a prison cell in it and threw Ben into the cell before locking it. The Grinders left.

"I can't believe it, Dave used me to get a Doomsday device." Said Ben.

"I knew you had to figure it out this way." Said a familiar voice.

Ben turned and saw Sonic.

"Sonic." Ben said.

"I'm guessing you're surprised to see me." Said Sonic.

"And for some reason, glad. How'd you even get in here?" said Ben.

"I took the back door." Said Sonic.

"Why." Said Ben.

"No one ever uses the back door. Unless you need to get away from the cops." Said Sonic.

Ben sighed.

"So you were right about Dave all along." Said Ben.

"Yeah, I was, and I brought my old team and Eggman with me to prove it." Said Sonic.

Ben saw Eggman and is shocked.

"Why is here here?" He asked

"We have a truce, both he and I see Dave as a common enemy." Said Sonic.

"Look Ben, a while back, Dave took an interest in my work and I hired him as my intern. I made him do household chores instead of evil deeds, but he became unstable that he took my doomsday device to destroy the planet, I built another Doomsday device to stop him from destroying the world, but Sonic and Tails had us both give our device's more power to cancel each other out, failed miserably but the two were able to stop it anyways. After that, I fired Dave." Said Eggman.

Ben is shocked.

"Why didn't you just use an off switch?" He asked.

"Who puts an off switch on a Doomsday device?" said Eggman.

Ben sighed.

"Good point." Ben said before smirking, "But the jokes on him though, I placed an off switch on the Doomsday device."

Sonic is shocked.

"You placed an off switch on a Doomsday device? Nice." Said Sonic.

"He told me it was a battery." Said Ben.

Suddenly; Kai, Tails, Knuckles, Amy, and Sticks entered the room and saw Ben.

"Hey, had to figure out the hard way." Said Kai.

"Yeah." Said Ben.

"We took the back door to get here." Said Amy.

"And what do you know, they take the backdoor." Said Sonic.

"Uh, I took the sewer system." Said Knuckles.

Everyone backed away from Knuckles.

"Ok well I am sure everyone will find that smelly." Tails said.

"Not G and the turtles. They lived in a sewer." Sonic said.

"True, but how'd you find this place so quickly." Said Ben.

Sonic grabbed Kai's right arm and lifted it up, revealing a tracking device under the shoulder.

Kai and Ben are shocked.

"You placed a tracking device on me?" said Kai.

"Yeah, if you're going to track someone down, put a tracking device on someone very close." Said Sonic.

He then sniffed Kai.

"And someone with good hygiene." Said Sonic.

Kai smacked Sonic.

'Stop that." She said. "I also called help."

"Who?" Tails asked.

"G, Raven, Heidi, Phoenix and Debbie." Kai said.

"Hold on." Said Sonic.

He pulled out a bobby pin, used it to unlock the cell and it opened.

Ben was shocked.

"IF YOU COULD HAVE DONE THAT WHY TAKE THE BACK DOOR!" He shouted.

"Agreed." Skurd said.

"I'm unpredictable that way." Said Sonic.

"You need to be prepared for anything, even a deadly frog apocalypse." Said Sticks.

Everyone just stared at her blankly.

"Ok am I the only one who thinks that girl is crazy?" Skurd asked.

Everyone but Sticks instantly raised their hands. Even, G, Raven, Debbie, Phoenix, and Heidi who showed up.

"Okay captain, what do we do now?" said G.

Sonic turned to Ben.

"Yeah, captain, what'd we do now?" said Sonic.

Ben pulled out Sonic's brown neckerchief and put it back on Sonic.

"Shut down Dave's Doomsday Device, and place him in an institution." Said Ben.

Everyone cheered before they walked off, leaving Ben and Kai.

Ben sniffed Kai.

"Wow, you do have good hygiene, and smell like rainbows." Said Ben.

Kai chuckled.

"You're such an idiot. But." Kai said before kissing Ben. "You're my idiot."

The two walked off.