Episode 1: Team Spirit!

Part 2: Visions of Disaster

(The next morning) (The Rust Bucket)

The great trio, Max, Ben and Gwen were riding the old Rust Bucket to school today. With both of the kid's parents gone for work early in the morning they had to hitch a ride with grandpa to get to school. It was fine with them since they were probably used to the RV anyway. But don't let this piece of junk's paint job fool you. It may look like an ordinary RV, but underneath the hood lies an engine design that would even make the street racers envy.

Not only that, but it also has military upgrade satellite dish, turbo boost systems, some self defense weapons and probably a lot more. It did have its own unique characteristics though.

"Hey kids, anybody had breakfast?" asked Max as he kept his eyes on the road, "I got some left over sandwich from last night. They're in the fridge if you want any" but surprisingly for him, none of them replied. "Kids?" he turned back and noticed that Ben was busy figuring out his new communicon while Gwen was burying herself in her books. Knowing that they were in their own world, the old man decided to put the vehicle in auto-pilot so that he could spend some time with his grandkids. "Hey, anyone up for a movie? I made us a video during our summer time"

"Since when did you know how to use a camera?" Ben asked cocking up a brow.

"I didn't" he replied casually, "The Rust Bucket recorded everything that happened during those three months. I only found out about this a few weeks ago when I was cleaning up the old girl"

The other two Tennysons quickly grew interest on the video and soon gathered around the table while grandpa pulled out some left over popcorn from the shelves. The footage in the video recorded a lot of happy times and bad times during their trip inside the RV, but is also included several scenes from several battles they had together.

"Aww… sweet!" Ben smirked as he watched himself battle against countless hordes of monsters in his Fourarms form. "I even look cooler than I thought I would"

"Yeah… if you consider all the damage you added to the road"

"Hey, I stopped the bad guys didn't I?"

"You stopped a bunch of robbers that stole money from the bank, but you destroyed a bridge that cost probably three times as much" she pointed out with a deep frown.

But this only made Max chuckle as some of the funny scenes came up, "Well, it all worked out in the end" he added before focusing his sights back onto the TV, "Besides, no one got hurt and that's what counts"

"Yeah… I guess so" she grunted at them as Ben smirked back.

"Hey, look at this" the old man pointed to the monitor, "This was during Joel's wedding. Man… I didn't know that tux actually made me look bigger"

"I was supposed to be the flower girl" Gwen grunted again.

"Hey, at least you didn't have to wear some stupid getup for the wedding" Ben could recall how he was forced to wear the family heirloom back during that time. He remembered how hard it was to breath through that bowtie and how difficult it was just to lift his arm up. "Ughh… I can still feel the stiffness on my back"

"Ahehehehehe… like I said… it all worked out in the end"

"Yeah, until a bunch of sludge aliens crashed the wedding with their freaky tentacles"

"I think you're referring to yourself" Gwen chuckled as she remembered how Ben turned into his different alien forms just to beat up the sludges.

But just when they were just about enjoying the video, a sudden explosion occurred just right next to the RV, making the three of them fall off to the ground. "W… what was that?!" Gwen yelled as she stood up from the floor. Max quickly got back to the driver's seat and noticed that the downtown area was under attack. There were cars burning and monsters attacking the good citizens of Bellwood.

"Whoa, since when did the circus come to town?" said Ben in shock.

"And since when did the circus began having a monster freak show?" Gwen added holding herself on the rails.

A few minutes later, one of the beastly monsters attacked the RV, but Max was already on the job. With his quick driving skills, he turned off the auto-pilot and made a sharp turn to dodge the monster. "Ben!" he called out, "We could really use some muscles around here!"

"No problem!" the boy replied as he activated the Omnitrix, "You want muscles? I got four sets of them coming up!" but as usual, the Omnitrix didn't follow his orders. Instead of becoming Fourarms, he turned into his crystalic alien, Diamondhead, "Diamondhead? Aww man! Well I guess having rock hard skin works just as well" he quickly climbed off the Rust Bucket to fight against the beast.

The monster that was attacking them was like a horned demon with gigantic horns, overgrown fangs, muscular bodies with hairy fur and a never stopping drool. "Hey there piggy piggy piggy. You wanna play fetch?" the boy taunted. And when the monster attacked, Ben (Diamondhead) quickly lodged a punch on its head, slamming it right onto the ground. "Just as I thought… all bark and never any bite" and then heads off towards the market area where the beasts seemed to be concentrating their attacks.

"Ben, wait!" Gwen called out, "You can't just go and beat things up. We need a plan!"

"Don't worry, I'll make things up as I go" he smirked, "Besides, the longer I wait here, the more people will get hurt"

"He's right Gwen" for once, Max actually agreed with Ben's plan. "Ben, you keep those things busy while I try to get the shoppers out of here. Gwen, you go and find out what those monsters want. I don't think they came here because of the yarn sale" the team nodded and quickly split up to fight the monsters off.

(Market stalls)

A clerk of a fish stall was gathering up his things as he didn't want to escape empty handed. As he was just about to make a run for safety, one of the beasts suddenly tore through stalls, catching him completely off guard. "AHHH!!" he screamed like a little cub scout, "Ahhh… can I interest you in salmons? Ahehehehe?"

Just as the beasts was about to attack, Ben quickly grabbed the creature by its leg and dragged it back out of the stalls, "Sorry punk, but no free samples today!" he mocked as he threw the beast away to the vegetable corner, "Why don't you eat some carrots? Their good for you!" but that attack only angered the beast even more. With its mighty howl, three more of its kind appeared out of the area to aid it. "So, you brought some friends along huh?" Ben smirked, "Bring it on! Even if you guys are four or four hundred, I'll take you all on!" and with that they began to battle.

Of course, Ben would be the eventual victor of the battle since he had superior strength and keen intellect on dealing against greater odds. If he can deal with an alien invasion then what can horned monsters like these possibly do to him?

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On another corner of the market area, Gwen was busy helping some of the civilians out of the area. Not only was the market square crawling with beasts that she had never seen before, there were also some oddly familiar clay animals wrecking havoc around the place. "Ughh… the only thing worst than a monster drool… is monster waste ugh… these guys definitely needs some hygiene training" but then suddenly she realized that the monsters weren't hurting the people, but instead they were putting them into some sort of unconscious state.

With a whiff of their breath, a person would immediately get knocked out and the horned creatures would carry them on their backs and assemble them at the market square. "Ok, strange. Monsters, usually eat people, but it looks like these guys are kidnapping people" having curiosity take over her, Gwen decided to investigate this phenomena so that she would be able to gather some information on the new enemy.

As she approached the gathering area of the monsters, her eyes quickly came in sight of Charmcaster, the sorceress. "Charmcaster?!" she muttered out her name as she hid behind the stalls, "What is she doing here?"

"Get those sacrifice into the portal!" Charmcaster ordered her new horned minions to which they obeyed without question. "I want them fresh and alive when we head back to the hideout" as the monsters began loading up the unconscious victims into the portal that she had created, Gwen knew right away that Charmcaster was the mastermind behind this attack. There was no other villain that could conjure up monsters from the great beyond… and Hex was probably still a baby after drinking the fountain of youth.

As Gwen hid away from the monsters she quickly pulled out her communicon to get some backup from her family.

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Max, was back on the streets helping the police force evacuate the civilians out of the area. With Ben attracting all of the monsters to himself, he was able to buy enough time for the others to escape without too much harm. "Alright everyone, that's it, keep it moving. Don't push, there's plenty of room to go around" the old man reassured the crowd as they slowly moved out of the way.

A few seconds later, one of the security guards from the nearby store came by, "That's the last of them" he told Max, "We got most of them out, but there are still some people trapped by the market square. There's too many of them for us to handle"

"Alright, you handle the crowd" Max ordered, "I'll go and double check on every area" but then soon he realized his communicon was ringing. "Gwen?" he answered.

"Grandpa Max, I'm at the market square" Gwen replied on the other line, "The monsters are taking people to some kind of portal. I don't know where it leads, but I'm sure they're up to no good. Charmcaster is the one leading them. You got to get here fast"

"Alright Gwen, hold on. I'll be there in a moment"

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As Gwen hung up her communicon down, she decided to find someplace safer to hide in and wait for backup to arrive. She may be strong, but she wasn't ready to take on both Charmcaster and a legion of horned monsters. But just when she was about to head out, a snakelike voice crept up from behind, sending chills down her spine.

"Ahh… I thought I smelled incompetence" said Charmcaster as she hovered above Gwen, "I guess this explains why some of my Horned Guardians haven't returned. Your idiot cousin must be the one holding them off. But… no matter. I got what I came for anyway. Now… let's see how well you are with my spell book!"

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"Graaa!" that was the sound of a Horned Guardian getting thrashed by Ben Tennyson down to the ground. As the boy continued to beat up one monster after another, more and more of these creatures just seemed to pop up out of nowhere. "Come on! Is that the best you got!?" he mocked as they charged at him, "Hmm… sometimes you got to take a bull by the horns!" he then grabbed onto one of the beasts and used its body like a club against its friends. "Oh yeah! Home run baby!"

As the last of the monsters finally fell in defeat, Ben (Diamondhead) smirked and clapped his hands together, knowing that he had done some good today. "You mutated monsters are all the same. A hero like me always has to clean up the mess. You guys should clean up after yourself" but just when he was about to head back to the RV, his Omnitrix began to glow blue which made the boy wonder. This has never happened before. The Omnitrix only turned, green, red, yellow and once orange, but never blue. "Well this is new…" he said to himself.

Just when he was about to reach out for the Omnitrix button located on his chest, a surge of pain came running through his body. It was more of a sting rather a forceful pain, but it still hurt nonetheless. Suddenly, a great big flashed occurred through his mind. He began to see a strange vision.

He could see Gwen battling Charmcaster and some of her clay animals, and from the looks of it, she wasn't holding up too well.

When the vision finally ended, the boy only managed to mutter out one word, "Gwen!" having fear for his cousin's safety, Ben turned his sights to the market square and ran so fast that nearly left his legs behind.

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Gwen was having a time of her life… literally. Once Charmcaster discovered her hiding spot she immediately began attacking her with her more advance spells. Gwen can hold off against Charmcaster alone, but with all those Horned Guardians drooling all over her and not to mention the clay animals, she was having a hard time just trying to survive. "What's the matter? A little black magic too much for little Gwen? Don't treat my pets too badly. They're actually quite nice if you don't mind the drool"

"I know I shouldn't judge animals just because they look bad on the outside" Gwen shot back as she kicked one of the horned beasts back, "But for them, I think I'll make an exception. Besides, my dad said I can't have any pets yet" she then sent out a fireball attack at them, burning one of the stands in the process.

"Well well well… looks like someone's been improving" Charmcaster snickered as continued to let her minions do the dirty work, "But you're not the only sorceress who learned some new tricks. Kafla merditus!" immediately, the fire that Gwen made turned into a small elemental being. "Just a few things I worked out with the elements. I hope you like it. It's my personal favorite" but just when the monsters were about to attack, a volley of crystal shards appeared out of the blues, sending them all down to the ground.

"As much as I like to see cat fights, I got to say that you'll have to leave the animals out of it"

The two girls quickly jerked their heads around to see Ben who was still in his Petrosapien form (Petro means rock and sapein means living or organic being) "Ben!" Gwen said relieved to finally get the backup that she wanted.

"Sorry I'm late, I had to clean up after some dog breath" the boy replied as he leaped in heroically up front. Charmcaster cursed under her breath and knew right away that she was no match for the Omnitrix. If Ben was able to beat her legion of Horned Guardians without having much of a damage laid on him, what can her remaining minions possibly do?

"Looks like we'll have to postpone our little match" the sorceress frowned as she leaped away from the boy's range of attack, "I'll be back… and when I do… you guys are going to be the first to go down!" with a snap of her fingers, her minions suddenly vanished from sight as if they were never even there. It was probably a smart move to live and fight another day.

(A few minutes later) (Back in Max's RV)

After that little battle back there in the market square, Ben, Gwen and Grandpa Max returned to the Rust Bucket and drove off before the heavy authorities arrive. The last thing they need was heat from the police force.

"I don't get it" came Ben's voice who was now back in his human form, "Why would Charmcaster be kidnapping people? Is she planning to brainwash them into mindless drones like the ones in the movies?"

But sadly Max didn't have the answers, "I wish I knew. I'm an expert in extraterrestrial and extraordinary, but when it comes to magic, I'm as dumb as the next guy"

"I may have something" said Gwen who was checking her laptop while wiping the drool on her head with a towel. "Something about the names of those things got me worried. She called them… Horned Guardians or something like that and only one thing comes up in that" she then flips her laptop screen to show her two companions what she was researching, "The Horned Guardians came up with the name Glabados. An old Aztec demon that was sealed in another dimension long ago"

"Glabados?" Max repeated, "I heard that word before. It was in the morning newspaper I think" he quickly took out a newspaper roll from his side seat and handed it to them.

"It says that a book called the Tome of Glabados was stolen yesterday in the museum of mythical arts" Gwen noted, "And look, it's the same book that Charmcaster was carrying when she attacked the market square"

"So what does that mean?" Ben asked not really getting the idea. "She's got the book, but what does have to do with her kidnapping people?"

Gwen agreed to his suspicion and quickly did a quick search on her laptop, "Hmm… it says here that an ancient shaman sealed the demon Glabados into another dimension with the sacrifice of a hundred jaguar warrior's souls and the only way to open the portal to the other realm again will be sacrifice another hundred souls!"

"Oh come on" Ben replied not believing one bit of the mumbo jumbo, "That story is probably just some ridiculous part of history stretched out by some pencil pusher back in the old days"

"It doesn't matter if it's true or not" Max stated out, "We have to find her and make sure she doesn't do anything to those people"

But this only made Ben cheer out loud, "Yes! Woohoo! Skipping school to catch some crazy lady. Oh yeah, count me in"

"No way Ben. You're not skipping school either. You have a game this Friday and I don't think the coach would want any slackers on his team. Gwen and I will dig in on this" the old man quickly made a turn on the next intersection right onto Ben's school, parking lot, "We'll contact you when we find something. Until then, keep a close eye on your communicon"

Ben quickly turned out a groan as he exited the RV, "Oh come on. I saved a guy from a monster, beat up some evil monsters from another dimension, and risked my neck for others and I don't even get a break from school? What's a hero got to do to earn a little reward here?"

"Good deeds has its own reward Ben"

"Yeah, that's just another way of saying you give some you get none back" he grunted before moving into his school.

(Abandoned subway)

In an abandoned subway deep within the slums of the city, a portal tore through the old wall, creating a small time rift through the area. From it, poured out Charmcaster and her legion of new Horned Guardians along with their unconscious victims from the raid. "Put them along with the rest of those fools" she ordered out to which the horned beasts gladly complied. As Charmcaster checked on the number of people she had gathered she was absolutely displeased. She expected to at least get around ten or twenty in this raid, but thanks to the Tennysons, the number of sacrifices she was able to gather rounded to only five.

"This isn't working…" she said to herself before turning her rage to her minions, "I asked you to do a simple task to keep the boy busy until we got the numbers we needed! We were supposed to be half way done by now and we're not even a quarter way there yet! ARGHHH!! Can't you idiots do anything right!?" too bad that the Horned Guardians didn't exactly know how to react to his scolds. They simply stood there, staring back at her while at the same time, drooling over the floor.

Charmcaster once again sighed as she messaged her temples. She really needed a new plan and kidnapping small numbers like this could take a while and time is something she didn't have a lot of. She needed an idea, and little did she know that it was sticking right at the back of one of her new minions. "Huh?" there was a poster stuck on the back of Horned Guardian. As she picked it out and read its contents, an evil grin grew upon her lips. "Well well well… it looks like becoming a co-coach wasn't such a bad idea after all"

(Back at the Madison Elementary gym) (11:30 AM)

Ben and his teammates were once again training in the school gym preparing for the playoff tomorrow evening. With the boy shooting hoops better than he did yesterday, there was no chance the Bees would even prove a challenge.

"Alright team, move it!" Coach Brian ordered his students as they continued playing on the field. "Ben, I want to see those feet moving at all times. JT, back on defense!" as the last shot entered the basket with a good woosh sound, he immediately blew out his whistle to signal the end of the practice match, "Alright, good job everyone. Take a shower and take five. After that, you can all get your lunch" As team gradually left the area one pair at a time, the coach decided to approach Ben to give him his well deserved congratulations. "Great work again today, Benjamin. You keep playing like that on the game tomorrow and you can find yourself an easy A (plus) in your report card"

"Thanks coach" the boy replied as he took a sip off his canteen. "But what can I say? I'm just as good as they come"

"Hahaha! Very true!" just when they were about to continue the conversation, Ben's communicon began to act up, catching the boy's attention almost instantly.

"Umm… I got to somewhere for a minute" Ben quickly excused himself and marched right into a secluded spot. Once he made sure that no one was in ear shot, he quickly took out his communicon and placed the mini earphone on his left ear. "Hello?" he first expected it to be grandpa, but to his surprise, it was actually Gwen, his cousin.

"Ben, grandpa wants us to meet at the pizza parlor right after school. Don't be late" before the boy could even open his mouth to reply, the girl hung up.

"Man… talk about rude…" he grunted before heading off towards the shower room.

(Pizza Parlor) (After school time)

Right after the school bell rung for the final time of the day, Ben quickly got his back, checked his locker and made sure he didn't leave anything behind. He never liked leaving things behind, like his leftover sandwich in his locker, notebooks and all that other junk. He didn't mind leaving his homework though since he never really did any back in the fourth grade.

After a quick dash to through the rough street corners and alleyways that he had become so familiar with, Ben managed to get to one of his most favorite places in the city. The Pizza Parlor. Not only did they place served the best pizzas, but they also had an arcade built in it to help the boy pass the time. What better way to spend the afternoon than with pizza and video games at the same time?

By the time Ben entered the fast food joint he was immediately greeted by his grandpa and cousin who had already ordered up some food along the. While they discuss their plans and thoughts of Charmcaster, Ben just sat back and ate along. He was probably just here for the food anyway.

"So, any news on Charmcaster?" Gwen asked holding a cup of soda in her hands.

"None so far" Max replied, "There haven't been any reports on monsters or beasts in the emergency frequencies. But that doesn't mean we should let our guard down. She could strike anyway at any time"

"Well it won't be hard to discover her (chomp)" Gwen pointed out, "Monsters like those aren't exactly on the radio all the time. (chomp chomp) How about (chomp) Can you bite any quieter!?" she turned to her cousin who was gradually eating pizza like a hound dog on an empty stomach.

"(gulp) Hey! A kid's got to have his proteins. I'm a growing child" he replied followed by a loud burp.

"Yeah, a kid growing the wrong way" the girl gestured to the boy's bulgy stomach. The boy simply groaned and sipped his soda glass dry.

But this scene only made Max chuckle at them, "She's got a point Ben. You keep eating like that and you'll turn into one of those alien blobs sooner than you think"

"Oh come on. Does everyone have to be against me today? (sigh) I'm going to get another soda. Later" with that, the boy went off to the cashier to get himself another drink

But then Gwen quickly got back to business, "So any idea on where she might strike next?"

"Not a clue" Grandpa Max held out his head, "But it has to be somewhere with a lot of people at once but doesn't attract too much attention. The market square was a good choice but I doubt she'll go back to the scene of the crime any time soon"

"How about here?" she pointed at the map.

"No, there a police outpost near that area"

"How about here?"

"Fire department is right across the street"

"And here?"

"Too big… she'll probably want someplace smaller so that she won't have to search the area" Max pointed out. "There are probably a dozen places she could strike around the city and we can't be at each place all the time"

But just as Ben returned with his new glass of soda in his hands, his Omnitrix again began to glow blue again causing him to jerk back. "Huh? What th…" before he could even finish, another surge of pain soured through his arm, and thus creating another vision up his eyes.

He could see a crowd cheering, cheerleaders dancing on the sidelines and himself playing basketball against the Bellwood Bees. The vision then changed to a boiler room right beneath the local downtown gym. She could see Charmcaster and her Horned Guardians preparing some sort of ritual or something. Once the ritual was completed, a great demon poured out the portal that she created.

Right after the vision ended, the boy quickly ran up to his family members and shouted, "I know where she's going to strike next!" this made grandpa Max and Gwen turn to him with confused stares. "Tomorrow evening, right after school" he began. "The local gym in downtown central… there's gonna be a game there"

"You mean the one you're supposed to play?" Max asked which was replied with a nod.

Ben then turned to Gwen, "You said that the shaman guy needed a hundred souls to open up the portal right? (nod) Well think of all the parents, teachers and students who are going to be at the game. She'll probably have more than enough people to open a bunch of those portals!"

"But don't you think attacking the gym during a game will attract too much attention?"

Ben shook his head in response, "No… she won't attack it. She'll do the ritual right there. With everyone busy watching the game, she can easily just turn them into soulless zombies" for once in his life, Ben had actually outspoken all of them. He had never won during a battle of words before since he was never really good at it. But now his words seemed to have actually made sense to both his cousin and his grandpa. For once they were actually out of words and good comebacks.

(Ten minutes later, at the Rust Bucket)

After researching Ben's theory of Charmcaster's plan on the gym, Max decided to get the schematic blueprints on the gym just to make sure that what Ben said is true. Once the blueprint came out of the fax machine, he quickly analyzed it and nodded, "Ben's right" he began, "There's a boiler room located right beneath the gym… and it's big enough to hold an auditorium"

"Why would a gym need a giant boiler room?" Gwen asked suspiciously, "Doesn't that place get hot enough even without it?"

"A few years ago, that building used to be a bank and that boiler room was used as a treasury" Max answered as he scanned through the blueprints once more to get some more info, "It was torn down a long time go"

"Oooo… do you think they still have some left over gold or cash?" Ben quickly popped some dollar signs on his eyes as his greed overcame him.

"I doubt you'll find any Ben" his grandpa replied with a chuckle, "When the construction team built the gym, they searched the place from top to bottom and they couldn't find a gold tooth there. Let's just stay focused on getting Charmcaster"

"Tch… works for me I guess" the boy huffed with his arms crossed. "So do we go in there now and bust her or what?"

"I doubt she'll be there now" Max held out as he sat on the dining table, "If you're right Ben, she'll be there when the game starts. We're going to need a plan"

"She'll probably won't be expecting us there so we'll have the element of surprise" Gwen added, "When the game starts, grandpa and I will go to the boiler room and stop her"

"What about me?" the young wielder of the Omnitrix shot out.

"You'll be busy playing the game" Max answered, "When we locate Charmcaster, we'll call you through your communicon. Maybe you can catch us during the first half of the game" Ben would love to argue with that, but Grandpa Max did have a point. He had a game to play, and even though he loved to go hero and beat the living daylights out of that sorceress and her horned creatures, he knew that his team would be counting on him to win the game.