The streets were bewilderingly quiet for an EVO outbreak site. Even though Rex had traveled all around the world, he thought this may have been one of the creepiest cities he'd ever visited. The buildings here were abandoned, their wood beginning to rot away and fall in, and a thick fog rolled in at waist level. They couldn't see their own feet and Bobo's hat was the only sign the monkey was still with the group when the fog was at its worst. The quiet seemed to ring through Rex's ears; he kept glancing around, expecting an ambush at any moment. None came, but he still couldn't bring himself to relax.

Six had a tracker in hand and was scanning the area as Gwen and Kevin did the same with their Plumber's badges but no matter how far they walked, how many of the buildings they searched, they found no signs of Katrina, or any other life.

"We even sure she's here?" Bobo grunted after another half hour of searching. He gave an unintentional shiver. "I'm freezing my tail off here."

"She's here somewhere," Six insisted.

There was the distinct sound of something snapping. The group paused at once. "You guys hear that?" Ben asked. The others nodded. "Think that was her?"

"I think whoever it was has a nice surprise for them coming, Bobo-style!" Bobo lifted his guns in the direction the noise had come from.

"Don't shoot!" came the immediate reply. The shape was blurry through the frog but even at the distance it was obvious the figure was certainly not human. Whoever - or whatever - it was they were on the shorter side, and while the figure was similar in form to a normal man there was something misshapen about the back and nose.

"I know that voice," Kevin said, squinting his eyes as though it would help him identify the unknown speaker. The shape continued towards them, until finally he was close enough to be seen. Argit, Kevin's old partner-in-crime, his sometimes friend and often enemy stood there, his hands up, palms out as though in surrender. "Argit! Long time no see," he said with a quick smile. Suddenly his face grew dark. "You still owe me a couple hundred, by the way."

"Yeah, yeah, later, Levin, I'm gonna score a big pay off and we'll make some uh...arrangements then. Just came to tell you you're in the wrong spot."

"Wrong spot?" Gwen repeated. "Just what do you think we're looking for?"

"It's been all over the news. Famous Ben 10 workin' with Providence. Some aliens are really ticked at you guys for it, too," he crossed his arms and shook his head, "Sheesh, Kevin, even when you're on the good guy's side you end up making people mad."

"We don't have time for this," Six cut in. "If you know the location of the alien EVO -"

Argit shook his head. "Nope. No idea where she is."

"Argit," Kevin said slowly, grabbing a hold of one of Six's swords to absorb the metal and then changing his extended right arm into a sword of his own, "None of us ever said it was a female alien," his sword arm pointed straight at Argit. "So would you like to spill the info now, or do I have to beat it out of you?"

Argit gulped and timidly reached out to push the sword away. "Heh...don't suppose I could convince you to split part of the profits so you'll back off?"

"You took pay to hide an EVO?" Rex repeated, stunned. "Do you know how much damage they can do?"

"Do you know how much five grand can buy me?" Argit shot back. "Not that I'm gonna get that money now," he added bitterly. "Her folks were pretty clear that if anyone found her I don't get a cent." He jerked a thumb in the direction of a building over his shoulder. Even through the fog the group could make out the silhouette of a small building- it stood taller than the others and when they got closer it was obvious this building, unlike the houses in the area, was still in use. It appeared to be a factory of some sort and, while dirty, there was no outward damage. "I'm scramming before the fireworks start. Look me up later, Kevin. Got a few deals you could be interested in." Just as quickly as he'd come the con man slunk back into the fog, disappearing from sight.

"We sure this is the right place?" Rex asked. He shivered as a cold breeze hit him.

"I'm detecting an EVO in your area," Doc Holiday's voice came over their radios. "Be careful, there also seems to be a temperature drop when you enter the building - well below freezing. Find Katrina, do what you have to do and get out. Don't stay any longer than you need to."

"Got it, Doc," Rex responded, going to the front of the pack. He lead the way through the door and into the factory. "It's...some sort of meat packing plant," he said as he looked around. Cow carcasses still dangled on hooks, but the bodies appeared, at first glance, to be the only occupants of the factory.

"She's here," Six said, glancing once more at his tracker. "Spread out. You two," he indicated Kevin and Gwen, "Ben with Rex. Monkey, you're with me," Bobo shrugged and joined Six. They headed for the right of the factory, Gwen and Kevin went to the left.

"Looks like we're the ones stuck with searching through the bodies," Ben grumbled. "Figures," he twisted the face plate of the Ultimatrix until a tall, plant like figure came on screen and he slapped the face down. A green light enveloped him as his frame grew taller and his features turned plant like. "Swampfire!" he loudly proclaimed when he'd finished his transformation.

"Whew," Rex waved one hand back and forth quickly to try to disperse the scent Ben was now giving off. He finally gave up and pinched his nostrils to try to avoid inhaling the fumes. "Shoulda called him 'Stinky'."

"Sorry," Swampfire muttered. Rex responded to Ben's metamorphosis by matching it with one of his own. His arm grew longer as the nanites inside him built the machine around it - a giant, metal sword. "Show off," Swampfire snorted.

"It's like a scene out of a horror movie," Rex noted as they made their way further into the factory. "Dangling hooks, cow bodies...all we need now is a masked murderer. Or a -wait, what's wrong with those?" he nodded his head in the direction of the last few cadavers - their meat had turned black. "She's gotta be close...it feels even colder now."

"Doesn't feel that cold to me," Swampfire insisted.

"Just trust me, she's clo-" before he could finish the sentence a meat hook came at break neck speed towards his face. Rex managed to stop it at the last moment by deflecting it with his sword hand. It bounced off the sword with a loud clink before swinging back.

"Big mistake giving away your position like that," Swampfire threw a few seeds in the direction the hook had come from. There was a yelp as the girl, Katrina, was dragged forward by the vines that sprang from the seeds. Before Ben or Rex could make a move to fight her, the plant iced over and turned black. She took a step back and the vine snapped and crumbled, releasing her.

"Leave me alone," she hissed, sinking down through the floor and out of site.

"How'd she do that?" Rex asked, blinking.

"Necrofriggian power...intangibility."

"Ah. Would have been helpful to know that sooner," he pointed out. Swampfire shrugged. "So how do we catch something we can't touch?"

"Not sure..." Swampfire snapped his fingers. "Vilgax was able to touch me while I was intangible once. If we could find some way to duplicate that...but I don't know how he did it..."

"Well," Rex snapped his goggles on, "I think I have an idea how we can pull this off..."


Katrina waited hours, after she figured the boys had certainly gone home, before slipping back up through the floor boards. She heard, rather than saw the chain hook - the very one she'd sent flying at Rex earlier - headed for her. Her natural instincts kicked in and she went intangible. The hook started to pass through her rather than connect before it suddenly jolted her with electricity. She screamed in pain and the hook caught her shirt, the tip of the hook scrapping at her back without drawing blood. "H-How?" she stammered.

"A little nanite induced manipulation," Rex said, "Along with electrifying the hook. You pass right through material, but the electric current still passes through you."

"You think this one can be cured?" Ben asked. Rex shrugged and jumped down from the level where he'd been controlling the crane to the hook. When he reached Katrina, he extended his hand towards her until it was touching her arm.

To his relief, she seemed more than willing to allow his nanites to heal her own. It took only a few seconds before her face returned to normal and the flesh on her hands went from black to a natural, healthy pink color. The air in the room was suddenly a bit warmer, though still frigid. Rex helped her down from the hook.

"Thanks," she said softly. "Do I ...those cops...I'm under arrest, aren't I?" she hung her head, peering at Rex and Ben through her long curtain of hair, her eyes the only visible part of her face.

"You couldn't help it," Rex said sympathetically, "But there will be an inquiry. Don't worry, nothing will happen to you."

"We missed the fight," Bobo, Six, Gwen, and Kevin had arrived all at the same time. Bobo was the one complaining.

"Yeah, you did," Rex agreed, "Where were you guys, anyways?"

"Couldn't find anything and we ended up searching the basement," Gwen said, shaking her head. "Looks like you guys handled it pretty well on your own, though."

"Yeah, guess we did," Rex nodded. "...I did most of the work, though."

"Right, but I still provided the alien info to help you figure out how to stop her," Ben pointed out. "How about you, Six? What were you and Bobo looking at?"

"He got some strange alert from the Doc and he won't tell me what it was about," Bobo explained for him. Six raised an eyebrow at Bobo, and the monkey rolled his eyes. "What? Is that supposed to be a secret? Not like I can give anything away..."

"This mission's over," Six said crisply. "Katrina, you will need to come back with us to Providence."

She nodded and followed solemnly behind Six. Rex watched her go, wondering what kind of alert Six had received that he'd felt more important than the present mission. It certainly wasn't like Six to get distracted.

Rex had a sinking feeling in his stomach that something was headed their way, and that this wouldn't be nearly so easily solved as today's adventure had been.


Van Kleiss's sanctuary was not normally the sort of place one broke into, much less the type any would choose to visit. But today's guest was no ordinary person, and he had business to attend to here.

"You can't be here!" Biowulf snarled, taking a running leap. The uninvited guest extended his arm and clotheslined him before tossing him aside as though he were no threat. He got up and brushed himself off before he took another flying leap at the intruder. This time he was caught by the leg and thrown down.

"Dog," the visitor growled, "You will show me to your master now."

"The only thing you'll do today is die! Van Kleiss is not in the mood for company at the moment!" he clawed at the intruder's face, startling him and forcing him to drop Biowulf.

"Is that any way to treat a guest, Biowulf?" Van Kleiss's voice made him pause in his tracks. "Vilgax, I presume?"

"Van Kleiss," Vilgax returned the greeting. "Let's cut to the chase. I know you've been looking into information on Ben Tennyson. I've been looking into Providence's so called 'secret weapon'. We can help each other here."

"I've heard what happens to those who accept your help," Van Kleiss turned and took a few steps away from the alien, flowers blooming with each step he took.

"I just want information. Then I go after what I want and you go after what you want. None of those ridiculous team ups. They always end up in a double cross."

"True, true," Van Kleiss agreed. "Very well. If you will tell me all there is to know about Ben Ten, I'll return the favor."

"What do you want with Tennyson anyways?"

"Rumor has it that watch on his wrist is canceling out his nanites. If this were replicated there would be...serious consequences..."

"But you also want the ability for yourself to duplicate it..." Vilgax guessed.

"I have my own ways of dealing with EVOs I encounter," he smirked, "But I will admit that having the ability to deactivate their nanites if I so choose would be a valuable asset to have. Your interest in Rex?"

"I simply want that damn watch removed from Tennyson's arm. From what I understand he can talk to machines, manipulate them...if he can get the Ultimatrix off Tennyson, I'll be able to kill him once and for all."

Van Kleiss's smile grew, the wicked intent gleaming in his eyes. "If you'll come with me, I'll tell you all I know..."