Hey, guys! Welcome to the new chapter of Ben and Van 10! I hope that you guys like the chapter...anyway, I don't own anything except for my OCs, as the OC Rook Shadow belongs entirely to 9655. Also, I want to mention that Swampjaws is an RZGmon200 creation as he let me borrow his Ben 10 OC Fusion after asking for permission.
NOW LET'S GET ON WITH THE STORY!
{Intro}
A green glowing steel pod was flying across the Milky Way Galaxy as it reached Earth and crashed down as a huge green flash occurred. Once the flash dies down, we see the glowing symbols of the Biomnitrix as the camera zooms out, and we see Ben and Vanessa looking at their new devices in wonder as the kids then glanced at each other before smirking as they activated their gauntlets and two cores popped out as Ben and Vanessa raised their hands in the sky dramatically before slamming them down on their individual Biomnitrix's.
The area around them turned green as Ben slowly morphed into Four Arms and pumped his fists into the air in victory while Vanessa transformed into Coldphase as she opened up her wings and flew in the air as she generated an ice mace in her hand, and white number 1 appeared beside them.
Ben and Van 10!
Ben then quick-changed into Heatblast as he manifested a fiery cyclone around him, but the transformed boy lost control of it as the tornado began to grow. Vanessa reacted quickly and transformed into Blitz as she runs around the fire tornado and snuffs out the infernal hurricane, but accidentally cancels out Heatblast's fire in the process as well. The magma-being gave his friend a deadpanned look as Vanessa gave him a sheepish grin and a white number 2 appeared beside them.
Ben and Van 10!
Huffing in annoyance, Heatblast glared at the Citrakayah until an idea popped into his head as Ben grins mischievously. Quick-changing into XLR8, the Kineceleran puts on his visor as he began running circles around Blitz. Vanessa yelped as the fast winds from XlR8 forced her to fall to the ground, and XLR8 stopped running as he laughed at her immaturely. Vanessa growls at him in anger as she quick-changed into Split and duplicated herself up to 30. XLR8 yelped in surprise as Split and her clones dogpiled on the surprised Kineceleran, and a white number of a 3 appeared beside them.
Ben and Van 10!
Split and her clones smirked at each other in victory until they felt something rumbling below them as a flash of green light appeared, and they were all thrown into the air by large crystal spikes. Diamondhead rose up from the ground as he raised his hands, and encased each clone in small crystal cages as they struggled to free themselves. Diamondhead crossed his arms smugly before blinking in shock as all the Splits merged with each other and transformed into Vortex. The cloud-like alien turned herself into the air as she easily escaped from Diamondhead's crystal trap, and a white number 4 appeared beside them.
Ben and Van 10!
Not giving up the fight just yet, Ben quick-changed into Cannonbolt as he curled up into a ball and rolled over to Vortex, who stood perfectly still as she transformed into Fairytail and used her magic to conjure a slide in front of Cannonbolt. Ben's eyes widen from inside his shell as he went up the slide, and flew in the air as he crashed against the green background, and groaned as a white number of a 5 appeared beside them.
Ben and Van 10!
Fairytail giggled amusedly under her breath as Cannonbolt glared at her in annoyance and transformed into Upgrade as he turns into a puddle and slithered his way towards an unsuspecting Fairytail. Without giving her time to react, the Galvanic Mechamorph used his elasticity to wrap around her body as Fairytail struggled to escape from his grasp. Vanessa grunted before quick-changing into Tricetaurus as she bursts out of Upgrade's hold and roared as a white number of a 6 appeared beside them.
Ben and Van 10!
Upgrade rubs his head with a moan as a large shadow fell on top of him and gulps as he saw Tricetaurus glaring down at him as she raised her foot to smash him and dropped it down. Luckily, Ben transformed into Grey Matter just in time as he dodged her and jumped up to her leg as he begins crawling all across her body. Tricetaurus tried to smack him, but Ben easily avoided her attacks as he crawled to the top of her head and Vanessa glared at him as she tries to hit him, but he manages to jump out of the way in time as Vanessa accidentally smacked herself on the face, and fell down. Grey Matter laughed at her as Vanessa blushed embarrassedly and glared at him as she transformed into Snatcher and morphed into a more buffed version of Grey Matter. Before Ben could react, Snatcher leaps toward him, and the shapeshifter tackles him to the floor, and a white number of 7 appeared beside them.
Ben and Van 10!
Grey Matter struggled to escape from the chokehold that Snatcher was giving him as he thought quickly and swiftly transformed into Overflow as Snatcher lost her grip on him, and she fell down to the floor. Overflow smirked down at the terrified Snatcher as he raised his hand and washed her away with a burst of water as Snatcher's physical form dissolved into a puddle of goo. Snatcher glared at the smirking Cascan before transforming into White Fang as she hissed at him and jumps onto his head. Ben struggled to push her off as White Fang used her sharp claws to scratch him but couldn't slice through his hard exoskeleton as a white number of an 8 appeared beside them.
Ben and Van 10!
Overflow grunted before transforming into Wildvine as he used his large plant tendrils to grab Vanessa's slim waist, and he threw her off. White Fang landed in a low crouch as she growled at him and transforms into Kralastico as she extended her hands and fists blew up to ridiculous proportions. Wildvine and Kralastico glared daggers at each other as they took off into a sprint and raised their fists just as a white number of a 9 appeared above them.
Ben and Van 10!
Wildvine and Kralastico struggled to free themselves as they accidentally tied themselves up with their stretched-out limbs during the fight. Kralastico whimpers and Wildvine stared at her worriedly before grinning as an idea popped into his head. Whispering his plan into Vanessa's ear, Kralastico nodded with a smile as Ben transformed into Stinkfly, and Vanessa morphed into Freakazette as they escaped from their bonds. Stinkfly flew in the air happily as Freakazette pops up behind him and pulls out a sign with a white number 10 on it from her hammerspace.
Ben and Van 10!
Happy to not be fighting anymore, Stinkfly and Freakazette smiled at each other warmly as the young cartoony devil-like alien reached out, and she literally flipped the scene around as we see Ben and Vanessa standing in a large white room while back in their human forms as Max, Gwen, Katmeleon, and Rook Shadow stood beside them.
Ben shared a low five with his grandfather and male best friend while Vanessa shared a hug with the red-head girl and mutant pet as Ben and Vanessa then stared at each other for a few seconds before blushing as they shyly held hands, and the others laughed at this amusedly before everyone goes serious as Ben, Van, and Rook Shadow smirked cockily while holding out their Biomnitrixes, Omnitrix, and Nemetrix as a determined Gwen transformed into her Titan Girl Form and flew up into the air as her fists lightning up with yellow godly electricity as a smirking Max Tennyson puts on his Plumbers Uniform and pulled out an alien blaster as Katmeleon laid on his shoulder and roared cutely as all of the Alien Shapeshifter's Fusion Aliens appeared beside them.
{Intro Over}
{Season 1, Episode 9: The Clocktopus!}
"Ah, Squid City. This place is a special part of my childhood, Kids." A smiling Grandpa Max says as we see him, Gwen, and Rook Shadow walking through a pier named 'Squid City' located in a peaceful coastal town as, after having talked with each other several days ago, the gang decided to allow Rook Shadow to accompany with them on their Summer Trip until his family comes to pick him up in two months and, thankfully, Rook Shadow had an ID Mask with him to allow him to blend into the crowd with a holographic human disguise as it consisted of him being a 4'3-feet-tall, 11-year-old Boy with blue eyes, shoulder-length brown hair, a big nose, a sharp chin, Caucasian Skin, a tall slim build, and his outfit consists of a long-sleeved black leather jacket with a purple shirt underneath, long black pants, and black shoes.
"But this could be your last chance to see it. Pretty soon, they will tear the whole place down and put in one of those fancy new mega malls. Well, I can't stop progress, but at least I will be able to have you, Kids, enjoy the local delicacies one last time." Max says with a somber yet upbeat tone as Gwen looked bored while Shadow smiled as he nodded.
"Well, I guess we just have to enjoy Squid City as much as we can. Where should we start, Mr. Tennyson?" Shadow asked eagerly as Max smiled and laughed heartily.
"Ah, I like that spirit of yours, kid." Grandpa Max says with a wink as he looked around. "Well, I was thinking that we start with-Wait, hold, where is Ben and Vanessa?" Max asked, after noticing that the Lovebirds weren't with them, as the gang turned around and noticed a stunned and pale-faced Ben staring up at the Squid City Sign as a worried Van can be seen rubbing his shoulders to try and calm him down as Katmeleon laid on her back while wearing an ID Collar provided by Rook Shadow as it made her resemble an orange tabby cat.
"Benji, calm down. Everything will be fine," Van says with a soothing and knowing tone as she rubbed a trembling Ben's shoulders.
"Squids...squids...squids, everywhere!" A panicking Ben screamed while panicking as Van gave him a brief hug and kissed his cheek to comfort him.
"Shhhhhhhh, shhhhh, shhhhhhhhhh, it's okay. Van is here. Everything will be okay. Nothing like...that will ever happen again, I promise." Van says with a guilty tone as she grabbed Ben's hand and leads him away from the sign as Gwen, Max, and Shadow looked a bit worried about Ben's behavior but decided that it was probably nothing as Van leads Ben over to the Gang, who were standing near the Squid City Ice Cream Shop.
"Come on, Kids, you will enjoy this. This is an Ice Cream Shop, Squid City Style." An eager Grandpa Max says as Van perked up.
"Ice Cream sounds great. Right, Ben?" Van asked while squeezing his hand as Ben took a deep breath and nodded shakily.
"Y-Yeah, I like Ice Cream...I guess..." Ben says quietly as a still bored yet slightly curious Gwen turned to her Grandfather.
"So what's so different about the Ice Cream here than in other places?" Gwen asked curiously as Max beamed.
"Well, they serve black ice cream filled with squid ink!"
"Ooh, that sounds delicious/Yeah, count me out," Shadow and Gwen says excitedly/disgustedly as Van also looked repulsed by the flavor of the Ice Cream but once again grew worried when she heard Ben let out a quiet high-pitched scream of fear.
"I'm not hungry!" Ben screamed while hiding behind Vanessa as a shocked Gwen turned to him.
"Wow, that's not something that I thought I hear you say." Gwen says while blinking a couple of times as Shadow nodded in agreement.
"Yeah, you struck me as someone that loves Ice Cream," Shadow says with a shrug as Max gave their orders to the Squidtender, who gave them two Squid City Ice Cream Cones as Max and Shadow grabbed their cones and tasted them.
"Mmm, delicious!" Grandpa Max says with a smile and a thumbs up as Shadow nodded.
"Yeah, this tastes great! You guys want to taste some?" Rook Shadow offered his friends as Gwen and Van politely declined but then flinched in surprise when a flash of green light rang out behind them as they turned their heads and just barely spotted a blue blur rushing through the pier as it zooms past the corner and Van and the others flinched in surprise as they turned over to the Squidtender and sighs in relief when he didn't seem to notice Ben blatantly transforming into an alien in front of him as a worried Van, Shadow, Gwen, and Katmeleon chased after Ben and deadpanned when they were able to find him in the form of XLR8 trying to blend in while smushed against a bunch of carnival toys in an empty stand.
"XLR8, seriously?" Gwen asked dryly while rolling her eyes as she crossed her arms.
"Errr, give me your money or keep moving!" An anxious XLR8 says while faking a deep gruff voice as he hid deeper into the pile of stuffed toys and the Transformed Boy tried to shoo them away, but failed as Van gave him a stern look while placing her hands on her hips.
"Ben, that was really dangerous! You almost exposed your secret identity to that Squidtender! Look, I know why you are scared, but that doesn't give you the right to use your powers like that,"
"Wait, he's scared? Scared of what?" Shadow asked concernedly with Gwen raising an eyebrow as Van turned to open her mouth but then yelped in surprise when XLR8 zoomed out of the carnival stand to appear behind his Best Friend and covered her mouth.
"YOU PROMISED TO NEVER TALK ABOUT IT!" XLR8 snapped furiously/nervously as Van sighed mentally but nodded as Gwen, Katmeleon, and Shadow gave them odd looks and was about to say something, but then-
"What do you mean you are out?! This is Squid City Pier's signature dish!" An angry Grandpa Max exclaimed as the Kids made their way over to peek out of the corner of the stand to see Max arguing with the Squidtender.
"Not anymore. The Squid Stand is closing down for the new Mega Mall. Looks like they got the last ones." The Squidtender says while pointing over at a small family enjoying the Squid City Dish that Grandpa Max wanted to have as he pouted in disappointment. "Sorry, Mate, the Pier will soon close. We all just have to deal with it." The Squidtender says while closing up his shop as he then took off his uniform and turned around to walk away as a solemn and frustrated Grandpa Max made his way over to the Kids.
"I can't believe it, they can build their precious mega mall anywhere else, but they want to do it here? Why do they want to tear down Squid City for a boring mega mall? Ah, people these days are so anxious to forget about the past, and I don't know why. The past is great."
"Weren't African Americans enslaved by White People in the past?" Gwen asked with crossed arms as Max flinched and sweated nervously.
"Errrr, yeah, but-,"
"And weren't there like 2 World Wars in the past?" Van added in while raising a finger.
"Okay, I know, but-," Grandpa Max says awkwardly before being interrupted by his Grandson.
"There's also the Titanic where many people died-,"
"Guys, what Mr. Tennyson is trying to say is that it's important to remember the past so we never forget it and thus avoid making the same mistakes in the present." Rook Shadow says as Max sighed in relief and nodded as he was about to add in his own two cents, but-
"I could not agree more, good sir and young master." An elegant male voice rang out through an old-timey speaker as a large explosion occurred behind them, and the group turned around to see a smoke cloud appearing on the scene.
"Whoo-hoo! Something not Squid Related! Come on, guys, it's Hero Time!" XLR8 screamed excitedly and happily as he reached over to grab Van and Shadow's arms as he used his Super Speed to zoom them toward where the attack was happening and zipped past the gray smoke to see something rising up from the ocean as it looked like a giant robotic light brown contraption with large and long gray tentacles, multiple crooked pipes on its head that acts like chimneys along with a bigger chimney in the front as there is a long clock on the big chimney and it was named the 'Clocktopus' as a Supervillain can be seen residing inside of the machine.
The Supervillain is a 5'8-feet-tall, 70-year-old Cybernetically Enhanced Male Human with black eyes, orange hair with thick orange mutton chops that connect with his mustache, thick bushy orange eyebrows, a big pointy nose, a sharp chin, Caucasian Skin, a tall stout build, and his outfit consists of a large maroon golden top hat evocative of a smokestack, a maroon/golden steampunk battle armor with golden shoulderpads, long armored maroon/golden robotic arms with golden fingers, an oversized golden/maroon gear-like belt, long maroon pants, and maroon/golden armored boots. His name is Rusty Smythe AKA Steam Smythe, a newly debuted old-timey Supervillain who hates modern technology and is always trying to bring back the past.
"Flee before my mighty beast! Your hideous mega mall will NEVER be built, for I am here to ensure that Squid City will stand forever!" Steam Smythe exclaimed with a maniacal laugh as he commanded his Clocktopus to walk forward with a trembling XLR8 watching him go in shock and fear while Van and Shadow glared at him as they were about to follow the Supervillain but stopped as they noticed some people screaming in fear in the ocean as their boats were rocked by Steam Smythe's villainous introduction.
"Ben! We need to go and help those people in the ocean!" Van screamed concernedly as XLR8 snapped out of his stunned stance and nodded shakily while speeding over past the guardrails to jump down into the ocean as a glaring Shadow took off his ID Mask to reveal his Alien Form and he and Van quickly activated their Biomnitrix, and Omnitrix as they then slammed their hands down at their alien devices, and dual green/purple flashes of light rang out.
Once the flash of green light has died down, we see that Van has now transformed into a 5-feet-tall Female Geletian as she resembled a humanoid alien lifeform made out of gel-like crystal blue water as she possesses no facial features except for two pupil-less lime green eyes, a tall bulge on top of her head with two fin-like protrusions attached to the back of her head and two sharp flaps attached to each side of her head, disproportionally long arms/legs with thick forearms that have three large fingers on each hand, a short stump for a tail, long feet with two large toes each and wore no clothes as her Biomnitrix Symbol was planted on her forehead. Her name is-
"Snatcher!" Snatcher exclaimed before shapeshifting herself to resemble a bird as she took off into the air and made her way down to the ocean.
Once the flash of purple light died down, we see that Shadow has now transformed into a 8-feet-tall Male Piscciss Volann as he resembled a bunch of Earth Aquatic Creatures like an alligator, an eel, a leech, angler fish, and a shark with small light purple pupilless eyes, a dark purple-gray phosphorescent light on his head, a dark magenta big fin on his head as it reaches down to his back, no ears/nose, a huge mouth filled with a row of large sharp white teeth, three pairs of gills planted on each side of his neck, long muscularly toned dark purple-gray four-fingered clawed webbed hands with large dark magenta fins on them, Dark Purple-Gray Scaly Skin, a tall haunched muscular toned build, a long pink tail, long muscularly toned dark purple-gray two-toed clawed webbed legs, and his outfit consists of a pair of water breathers tubes planted on each side of his neck and back, a pair of dark magenta shoulder pads, a black belt that held the Omnitrix Symbol on, and a long dark magenta loincloth. His name is-
"Ripjaws!" The Now-Named Ripjaws exclaimed as he then took a couple of steps backwards and ran forward to dive down into the ocean as he morphed his legs into a long dark purple tail with magenta fins in mid-air.
"He, he, he, it looks like we will be able to build the Lasertag Park." A Female Construction Worker says to her Coworker with a smile before she and her Friend yelped in fear when an angry Steam Smythe stalked up to them with his Clocktopus.
"You are obliterating the pier's historic glory for...Lasertag?! Where will the children crush their pennies?! Stretch their taffy!" Steam Smythe asked before stretching his robotic tentacle over to wrap it around the Female Construction Worker's body and lifting her up into the air as he then placed her far away from him. "Good day, Miss. Now, run along home and cook your Husband some food before you get hurt." Steam Smythe says with a worried yet condescending tone as Gwen gasped sharply while hiding behind a cart with Grandpa Max, who was suiting up in his Plumber Suit as the angry red-headed girl stepped out of her hiding place.
"Blatant 1950's Sexism?! Not on my watch! Or should I say, magic gauntlets!" An angry Gwen yelled with a pissed-off huff as, after making sure that no one was looking, she flexed her fingers, and her pair of fingerless blue leather gloves were covered by small flashes of golden light before transforming into her Titan Gauntlets as a grunting Gwen proceeded to slam her fists together, and her body was soon covered with a bright golden light as everyone shielded their eyes.
[Titan Girl's Transformation Sequence: Chat Noir Transformation Theme from Miraculous Tales of Ladybug and Chat Noir]
A flash of golden luminescent light travels across the young girl's form as a smirking Gwen raised her arms and pulled back her short red hair, letting it flow as it slowly turned pure white and reached down to her waist as her hair gained a golden lightning symbol. Lifting up one of her hands, Gwen held out a finger, and it had a small glowing yellow magical orb in it as the 10-year-old red-headed girl dragged her glowing finger across her hair, creating her golden headband as Gwen held up her arm and placed the magical yellow ball in the palm of her hand as she then clenched her fist and multiple large magic yellow tendrils shot out of it as they covered her body and ripped apart her normal clothing as she was left stark naked.
Thankfully, Gwen's naked form was covered in the view from the readers' thanks to her body radiating with extremely bright golden light as golden tendrils appeared and wrapped around her arms as they bulked out and gained golden armbands as more tendrils appeared and wrapped around her legs as they grew way more muscular than before and had golden armbands on them as a pair of golden sandals appeared. With her transformation nearly complete, more golden tendrils appeared as they wrapped around her whole body and bulked up as she got slightly more muscular than her mortal self, and Gwen smirked at the readers as she grunted and leaped up into the air. Twirling around majestically, Gwen crash-landed fist-first onto the ground, breaking it apart with the sheer force of her punch as she was thankfully fully clothed in a huge white toga that reaches down to her legs and had the symbol of a golden lightning bolt on her chest as a grinning Gwen held up her Titan Gauntlet and threw a couple of fast punches into the air before letting out a battle cry as she leaped up into the air and reared back her fist as a screaming Gwen delivered a brutal punch at the screen and another flash of golden light occurred.
[Titan Girl's Transformation Sequence Over]
"It's Titan Time!" Titan Girl exclaimed heroically as she used her Super Speed to rush over to appear in front of a shocked Clocktopus.
"My word! Little Girl, what are you wearing?! Shouldn't you be playing with Barbies or whatever?!" An angry Steam Smythe asked while waving his hands around carelessly as an angered Titan Girl narrowed her eyes up at him and pointed at him.
"Stop saying sexist remarks, you old creep! What the hell is your problem anyway?!" Titan Girl asked as Plumber appeared on the scene and ran over to start helping the Civilians evacuate the scene.
"Ah, such language for someone so young! Someone should rinse out your mouth with soap, young lady!" Steam Smythe yelled with a glare just as XLR8, Snatcher, and Ripjaws appeared on the scene as they jumped to land on the pier behind Gwen. "Anyway, to answer your earlier question, my problem is the future! And my solution is the past!" Steam Smythe screamed as XLR8 gasped, and a flash of the past appeared in his mind as he remembered his five-year-old self being brought into an Aquarium by Vanessa and her Family as a 5-year-old Van turned to smile at him cheerfully.
"Hey, Benji, let's go and see the squids...Benji, are you hearing me? Benji? Benji? Benji?"
"Benji, look out!" A worried Snatcher screamed as she, Ripjaws, and Titan Girl rushed over to tackle XLR8 out of the way just as a glaring Steam Smythe tried to swipe at them with his tentacles as he missed.
"Are you okay, dude?" Ripjaws asked as XLR8 nodded shakily.
"Y-Yeah, I am."
"Good, because we need you to Hero Up already!" Titan Girl yelled with a stern glare as XLR8 nodded while ignoring Snatcher's concerned look as he stood up.
"Right, right, let's do this, team!" XLR8 exclaimed while zooming forward as Snatcher reluctantly transformed herself into a Pterodactyl and let Titan Girl mount her as the Girls took off into the air, and Ripjaws followed after them as the Group was able to reach the Clocktopus.
"Team Biomniverse Unite!" Snatcher shouted while flying around the Clocktopus with a glare Titan Girl raised her hands as she fired a multitude of yellow lightning blasts at it, causing a grunting Steam Smythe to stumble backwards as a growling Ripjaws leaped up and opened up his mouth as he was able to bite down into one of the silver tentacles and was able to eat it in half before jumping off as XLR8 speeds forward and was about to zoom up the Clocktopus by its broken tentacle and perform a sweet tornado kick to knock it down into the ocean, but...one look at the tentacles caused Ben to squirm and moan in fear as he sweated nervously.
"Oh, gross, gross, gross!" XLR8 screamed while zooming around the pier to avoid the Clocktopus's tentacles as he speeds behind him, forcing a growling Steam Smythe to turn to face him.
"You and your friends are pretty powerful, you little scoundrel. I want to know, though, are you and your friends powerful enough to avoid the wrath of the past? I doubt it. I hardly believe that any modern fancy technology is a match for the time-tested talents of...Steam Smythe and his Clocktopus!" Steam Smythe shouted while raising his metal silver tentacle and used it to smack a terrified XLR8 away as he crashed inside of a dunk tank.
"XLR8!" Snatcher screamed concernedly while flying down as she transformed into gooey blue liquid and slithered over to help out her Best Friend, leaving behind Titan Girl and Ripjaws as Plumber appeared with a non-disguised Katmeleon riding on his back as they glared up at the Clocktopus.
"Mua, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha! You will all begin to share my appreciation of the past! Now, watch with shock and awe as I, with a simple pull of a lever..." Steam Smythe trailed off as he raised his arm and grabbed a hanging lever as he tried to pull it...but wasn't able to do it as Rusty grunted and struggled to pull it down as our faithful heroes sweatdropped a bit with non-impressed expressions on their faces as, after a few seconds of waiting, Steam Smythe was able to pull down the lever with a victorious laugh.
"I will destroy this mega shopping mall to ruins!" Steam Smythe exclaimed as he lifted up his silver tentacle and slammed it down into the sign of the New Mega Mall Coming soon as Rusty grinned sinisterly. "That's just a small demonstration of my-Ow! Hey!" An annoyed Steam Smythe yelled as a glaring Titan Girl, and Ripjaws walked over to grab a couple of empty stands and used their Superhuman Strength to toss it towards the Clocktopus, denting it as Plumber pulled out his Blaster and began opening laserfire at the Clocktopus, burning holes into it as a surprised Gwen and Shadow turned to him.
"Whoa! Where did you get that, Grandpa?!" Titan Girl asked with wide, shocked eyes as Grandpa Max turned to give her a sheepish smile.
"Errr...bought it at a garage sale?" Plumber says with a casual shrug as Titan Girl gave him an unimpressed look while Ripjaws raised an eyebrow at him confusedly, wondering why he won't tell the truth as, irritated by the Group's constant interference, Steam Smythe had his Clocktopus tentacles reached down and grab Shadow and the others as he lifted them all up into the air.
"Enough of this foolishness! I would normally be glad to crush you, heathens, but while I have no qualms hurting these strange alien creatures, a gentleman never strikes a Young Lady or a Senior Citizen, even if they are wearing strange and bizarre outfits." Steam Smythe as Gwen, Shadow, and Katmeleon glared at him angrily while Max grins slyly as he then puts on a fake smug grin and scoffed.
"A true gentleman provides redress when he slighted another!" Plumber screamed as Steam Smythe stared at him with an offended glare on his face.
"You dare question my manners, sir?!" Steam Smythe asked as Plumber nodded while winking at the others, who realized what he was planning as Gwen and the others nodded discreetly before turning to the Old Timey Supervillain.
"Yeah, you have offended us, sir, and we demand satisfaction!" Titan Girl shouted as Ripjaws nodded.
"Yeah, which is why we challenge you to a duel!" Ripjaws yelled as Steam Smythe snorted and laughed as he rolled his eyes in disbelief.
"I already vanquished the four of you and those two nitwits! Why would I do it again?!"
"But the laws of etiquette allow us to choose a Champion or more, so we choose ourselves and them!" Titan Girl screamed while pointing at herself and the others before pointing down at the Biomnitrix Wielders as we see Snatcher trying to help XLR8 out of the pool but, due to their Biomnitrixes timing out, dual flashes of red lights rang out that blinded the surprised 10-years-olds as they crashed down into the dunk tank.
"Hmmm...well, you all made a good point, and a battle between the greatness of yesterday and the foolishness of the future does sound very interesting...alright then, I accept." Steam Smythe says as, after carefully thinking it through, he nodded and placed the Team Biomniverse down on the ground. "But here are my terms of the duel. If I win, you will admit that I, Steam Smythe, am the cat's pajamas!"
"...What?" A bewildered Titan Girl asked as she and Ripjaws looked confused by what he said while Plumber nodded stoically.
"You heard me! Anyway, secondly, you all have until noon to prepare for our glorious battle!" Steam Smythe screamed as Team Biomniverse narrowed their eyes at him but nodded as the Clocktopus took a couple of steps back and made his way over to jump out of the pier as it crashed down into the ocean and floated around as the Clocktopus powered down until noon as Shadow's Omnitrix Symbol began beeping green negatively and transformed back into his True Form with a flash of green light.
"Ugh, Ben, are you alright?" A wet Van asked with a groan while getting out of the dunk tank with a trembling Ben as both parties were surprised to see that they were wearing their Omni-Naught Armors and briefly wondered why their Biomnitrixes decided to suit them up before they de-transformed but weren't complaining about it.
"I'm in a nightmare...no, a Squidmare!" Bio-Man says while dropping down onto the ground with Bio-Girl jumping after him and helping him up to his feet as Rook Shadow, Titan Girl, Plumber, and Katmeleon ran/flew over to them.
"Kids, we need to evacuate the pier before the duel." Plumber says with a stern glare as Titan Girl nodded while turning to face the crowd of people watching them.
"Alright, everybody, out!" Titan Girl ordered as everyone stood around, wanting to see the fight, as she rolled her eyes and raised her arms as Gwen fired off multiple yellow lightning bolts into the air, scaring the crowd of people as they turned around to run away in fear. "Why do Civilians always have to be so hard-headed?" A deadpan Titan Girl asked Rook Shadow, who shrugged as Van rubbed a scared Ben's back.
"Benji, you heard what the others said. We have to fight the Clocktopus." Bio-Girl says as Bio-Man gritted his teeth and trembles as he looked away.
"I CAN'T FIGHT THE CLOCKTOPUS!" A nervous Bio-Man screamed while gripping his head as he walked off with his back turned against them as the Group gave him concerned expressions.
"Okay, we have to know. What made you so scared of the Clocktopus?" Titan Girl asked as Bio-Man groaned and lowered his head as he crossed his arms.
"It's not the Clocktopus that I'm scared of. It's...it's tentacles." Bio-Man says with his face flushing red in embarrassment/fear as Rook Shadow raised an eyebrow at him confusedly.
"Tentacles? Why would tentacles make you scared?" Rook Shadow asked while crossing his arms as Bio-Man remained silent before turning over to Bio-Girl as he nodded at her stoically, mentally telling her to tell them...the story as Van nodded solemnly and turned to the others.
"Okay, so it all happened when Ben and I were 5 years old. My Parents wanted to take me to an aquarium for getting straight A's two months in a row, and I was able to convince my Parents to bring Ben along with us after getting permission from his Parents. Anyway, Ben and I wandered away from my Parents to play around the Squid Tanks, and I noticed a discarded Squid Tentacle Toy lying around and...and I tried to use it to play a harmless prank on Ben, but that scared him so much that he stumbled back against a cart and it flew over to impact against the Squid Tanks, breaking it apart and causing us to be drowned in water and I briefly passed out due to the lack of oxygen, and when I woke up, I saw my Best Friend being restrained by a Squid with its tentacles and...and it was strangling him." Bio-Girl says with a haunted look on her face, and her voice trembled a bit as the Gang looked shocked by this while Bio-Man clenched his fists as he trembled.
"I-It was horrifying to see your Best Friend gagging for air and his face turning blue. I...I sometimes can still hear his gasps for air. I tried so hard to rescue Ben, but I wasn't strong enough to save him. Although luckily, Mom and Dad showed up with the Aquarium Employees, and they were able to save Ben, but that left him with a deadly fear of tentacles, and it's all because of me." Bio-Girl says with tears running down her eyes as the Gang were once again stunned by the revelation of their past and couldn't but give both Kids a sympathetic look as, being the caring Man he is, Max stepped forward to address the Biomnitrix Wielders.
"Kids, I know that day was traumatic for the both of you. Lord knows how terrified me and Ben's Parents were when we heard the news of what happened, but if I learn anything today that if you hold onto the past too tightly, it will only hold you back."
"Easy for you to say, Grandpa. You don't have your own fear. You're like the bravest man I know." Bio-Man says with a bitter scoff, remembering how calm and collected Max was when he and Van first found the Biomnitrixes as Grandpa Max frowned and sighs heavily as he walked over to grab his Grandson and forced him to face him as Max gave him a hug.
"Ben, everybody's got their own...crazy fear, including me. When I was a boy, I was afraid of heights." The Plumber revealed while closing his eyes and lowering his head.
"Wait, seriously?!" A shocked Bio-Man asked with the others looking surprised as well as the Plumber opened his eyes and nodded as he lets go of his Grandson.
"Yeah, I was deadly afraid of heights for years until I was 14, and I told myself, 'Enough was enough', and I climbed to the top of the water tower. Sometimes you just gotta scare the fear out of you. What you and everyone else need to do is to make sure that the lessons that we carry with us help us move forward." Plumber says wisely as the Kids looked awed and amazed by what he said, especially Ben as he looked down in thought and was about to say something, but then-
"Dead wrong!" Steam Smythe exclaimed while rising out of the ocean in the Clocktopus as he made his way to jump back into the pier, shaking the ground a bit as the Group glanced up at him in shock. "The Defenders of a Foolish Future versus the Hero of the Past!"
"You're no hero, Steam Smythe!" An angry Rook Shadow yelled as Titan Girl blinked a couple of times in bewilderment.
"And you have no sense of time apparently. I mean, seriously, why are you back already, Steam Smythe? The duel doesn't start until noon." Titan Girl says with a confused look as it was now Steam Symthe's turn to blink down at the Superpowered 10-year-old Girl a couple of times in bewilderment.
"It is noon, you nitwit." Steam Smythe says deadpannedly with a glare as Gwen's jaw dropped in shock.
"What?! But it's been only two minutes! How did two hours pass already?!" A stunned Titan Girl exclaimed while glancing down at her watch to make sure that she had the right time as a glaring Bio-Girl turned to a nervous Bio-Man.
"Alright, Benj, we're the only ones able to defeat him, so what do you say? Do you want to fight?" Bio-Girl asked hopefully as Bio-Man looked down fearfully.
"Yes, I agree with that young lady dressed like an astronaught. Should we all rumble with each other in an epic battle between gentlemen and gentlewomen?" Steam Smythe asked with a deadly, sinister glare as Bio-Man remained silent for a few seconds before glancing up at him with an emotionless look on his face as he opened his mouth...and swiftly turned around to run away in fear as a betrayed and shocked Team Biomniverse watched him go.
"Bio-Man!" Bio-Girl screamed worriedly with tears in her eyes before putting on a cold glare as she and the others turned back to confront Steam Smythe defiantly.
"Mua, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha! No one will stand to defend your hideous Mega Mall-Oof!" Steam Smythe says before grunting in surprise as dual flashes of green/purple lights rang out, and before he could react, a large predator alien could be seen colliding against him with a mean glare on his face. Once the flash of purple light dies down, we see that Shadow has now transformed into a 15-feet-tall Male Vicetopus as he resembles a giant crab/octopus-like hybrid with two large light pupilless bulbous light purple eyes, three pairs of small dark purple horns on his head, a large black beaked mouth, four pair of dark purple tentacles attached to his stomach, dark magenta spots covering his back, Dark Purple Skin, a long huge slimy rubbery body, and has the Nemetrix Symbol located on his forehead. His name is-
"Vicetopus!" The Now-Named Vicetopus exclaimed through the communication system placed inside the Nemetrix Symbol as he wrapped his tentacles around the Clocktopus's body, restraining him a bit for Vanessa to fly up through the air after the green glow died to see that she had transformed into-
"Fairytail!" Fairytail shouted heroically while flying through the air as she raised her arms and fired multiple magical blasts down at the Clocktopus, damaging it a lot as Plumber pulled out his blaster and fired multiple laser blasts at Steam Smythe with Katmeleon joining in on the attack by firing a big stream of fire at the Old Timey Supervillain as a glaring Titan Girl ran forward and leaped up high into the air with a mighty battle cry as she raised her arms and cupped her hands together to throw down a powerful downwards punch down at Clocktopus with a big yellow electrified shockwave ranging out as Steam Smythe screamed in surprise and crashed down into the pier, nearly cracking it as he gritted his teeth angrily.
"I can't do this...I can't do this...I can't do this...I can't do this...I can't do this..." Bio-Man chanted to himself nervously while rubbing his arms together as he turned his head and spotted Team Biomniverse fighting against Steam Smythe as Vicetopus wrapped his tentacles around the Clocktopus and tightened his grip so hard that it started squeezing and denting as a grunting Titan Girl raised her fists and continued trailing down multiple titan punches that damaged Steam Smythe's contraption even more as Fairytail, Plumber, and Katmeleon rained down multiple magical/energy/flame blasts down at the Clocktopus as a guilty Ben took a deep breath and gritted his teeth as he closed his eyes. "Okay, Ben, your team needs you, so stop acting like a scary cat and help them!" Bio-Man screamed while opening his eyes as a slightly more determined yet scared Ben glanced down at his Biomnitrix and was able to activate it as he slammed his hand down, and a flash of green light rang out as, once it dies down, we see that he had transformed into-
"Four Arms..." Ben exclaimed before trailing off deadpannedly as the Male Biomnitrix Wielder realized that he had transformed into another alien form instead. Ben has now transformed into a 6-feet-tall Male Galvanic Mechamorph with a small light purple circle planted right where his face should be as it acts as his eye/mouth, four-fingered large arms, a black exterior with multiple dark purple stripes that travel across his body and resembled circuitry, his torso/thighs were colored light purple with black circuitry, a humanoid slim body that was made out of liquid metal, large stump-like feet, and has the Biomnitrix symbol planted on his chest. His name is-
"Upgrade?! Aw, man!" The Now-Named Upgrade exclaimed with a groan, and his shoulders sagged a bit in disappointment before flinching in surprise as a glaring Steam Smythe lifted up his silver metallic tentacle and had it wrapped around Titan Girl's body as he then threw her away and a worried Vicetopus lets go of the Clocktopus as he slithered over to narrowly catch a grunting Gwen before she fell down into the ocean.
"Normally, I refuse to hate little ladies, but since you're not a human but an alien freak..." Steam Smythe trailed off with an evil glare on his face as he reached up to be able to capture a surprised Fairytail with his tentacle and flung the Female Biomnitrix Wielders downwards as she flew straight towards Plumber and Katmelon, who narrowly jumped out of the way to avoid the attack as a screaming Fairytail crashed down into the ground with a pained moan.
"Vanessa!" Upgrade screamed worriedly as he spotted his Best Friend sitting up from the ground and rubbed her head in pain before grunting loudly as Clocktopus reaches down to grab her again with his tentacle and began slamming her up and down in the ground while screaming in pain as Ben gasped at this sharply before growling angrily as his circle face morphed into an angry face emoji. "You messed with the wrong Superhero Team, Steam Smythe!" A furious Upgrade yelled while looking around as he was able to spot a nearby Cotton Candy Machine, and an idea popped into his head as his circle face morphed into a smirking face emoji.
"That will work!" Upgrade says while walking over to splash himself against the Cotton Candy Machine, covering it with black goo that had purple circuitry-like tattoos as Ben was able to take control of it and created dual hover jets underneath him as Upgrade took off into the air and flew over towards the Supervillain and his Teammates. "Hey, Steam Smythe! Here's some cotton candy in your eyes!" Upgrade exclaimed while popping out a giant cannon as she fired a huge stream of pink cotton candy that flew over to impact against the front of Clocktopus's chest, temporarily blinding a flailing Steam Smythe as he lets go of Fairytail, who fell through the air as Upgrade flew down to spawn two giant mechanical arms that latched onto the Female Biomnitrix Wielder as he flew them down into the ground.
"Benji, you saved me!" A shocked yet happy Fairytail exclaimed as Upgrade morphed his face circle into a winking face emoji.
"Of course, you're my best friend. I will always save you...and now that you are safe, let's get the hell out of here!" Upgrade exclaimed fearfully while turning around to fly away with Fairytail and the others watching him go in disbelief as, after Steam Smythe was able to get rid of the cotton candy in the front of his contraption, had his Clocktopus quickly catch up to Upgrade and had his tentacles wrapped around him as he laughed down at him manically.
"Don't look so scared, my boy. I'm simply just imbuing you for a greater age," Steam Smythe says as Upgrade was hyperventilating a little bit, getting scared by the tentacles wrapping around him as he was scared to break out of them.
"I...I CAN'T DO THIS!" Upgrade screamed while lowering his head in defeat as Steam Smythe laughed mockingly.
"Of course you can't! My generation created Titanics, Hidenburgs! What did yours make? Fast Food, Mini Malls? You have nothing worth fighting for." Steam Smythe says snidely as Upgrade morphed his face into a crying face emoji and was about to spawn a tentacle arm to Quick Change back into his Human Form and admit defeat, but then-
"Bio-Man! I understand what happened was traumatic! No child should be forced to go through that, but that happened five years ago! That event is just a bad memory now! It's time that we both stop focusing on the past and look to the future!" Plumber screamed as Fairytail, Vicepus, and Titan Girl walked up to stand beside him.
"Blasphemy!"
"You shut up!" Titan Girl screamed while blasting a brief lighting yellow blast to silence Steam Smythe as she then turned to her Cousin. "Bio-Man, while what happened was horrible, I know that you can grow past it! You are one of the strongest people that I know!"
"Yeah, Bio-Man! Don't let fear consume you! Continue fighting!" Vicetopus shouted with a serious glare on his face while lifting up to slam his tentacle against his Nemetrix Symbol to morph back into his True Alien Form with a flash of red light as Fairytail flew forward.
"Please, Bio-Man, fight back! You can do it! We need your help to defeat Steam Smythe! Don't worry, you can beat him! I believe in you!" Fairytail yelled as Upgrade gasped softly at what they all said, and couldn't help but feel a bit heartwarmed as a surge of fierce determination filled his body, and Ben narrowed his face circle as it glowed brightly.
"You guys...are completely right! I'm a Superhero now! I can't let my past trauma get to me! I need to move past it! Not just for me but for my friends and family! It's time that I stop focusing on the past..." Upgrade trailed off as he stopped possessing the Cotton Candy Machine and jumped up into the air, causing a surprised Steam Smythe to accidentally crush the machine into a million pieces as a grinding Ben floated straight towards the Old Timey Supervillain while morphing his body into a glider. "...and look to the bright future!" Upgrade exclaimed heroically while splashing himself against the Clocktopus as he covered it with his black goo with multiple purple circuitry tattoos, taking it over as his Biomnitrix Symbol appeared over where the clock used to be.
"Egads?! What did you do to my precious Clocktopus?!" A shocked Steam Smythe asked before yelping in surprise as Upgrade's head popped in front of him, and his face circle morphed into a mischievous face emoji.
"Oh, nothing, I just gave your Clocktupus a much needed upgrade!" Upgrade exclaimed with a wink before his face phased back into the machine after an angry Steam Smythe tried to punch him as he growled irritably and tried to take control of his machine but failed miserably as Upgrade popped his head out of the machine to face the others. "Hey, guys! I stopped this thing from moving, so don't hold back and attack the Clocktopus! Don't worry about me, I will be fine!" Upgrade screamed as Van and the others briefly looked worried about hurting their Grandson/Friend, but after hearing what Ben said, they perked up and nodded as Rook Shadow glanced down at his Omnitrix Arm and activated it as he then slammed his hand down on it and a flash of purple light rang out as, once it died down, we see that Shadow had transformed into-
"Ripjaws!" Ripjaws exclaimed heroically before reaching down to grab his Omnitrix Symbol as he pressed the sides tightly for five seconds, and the core popped out as it showed the silhouette of a swamp-like humanoid creature. "Alright, Now, Let's Fuse Into...Swampjaws!" Ripjaws shouted while slamming his fist down into the core as a flash of purple light covered his body, and we see Shadow transforming into a New Fusion Alien Form as he struck a heroic pose.
Once the flash of purple light died down, we see that Shadow has now transformed into a 9-feet-tall Male Fusion of a Piscciss Volann and a Methanosian as he resembled a lot like Ripjaws with his face being colored yellow/red/orange, light purple pupilless eyes, a light green phosphorescent light on his head, six red horns with yellow spots as it aesthetically resembles flames, no ears/nose, a huge mouth filled with a row of large sharp white teeth, three pairs of gills planted on each side of his neck, a large light green collar raised up around his neck with yellow insides, two red horns with yellow spots on his shoulders, long muscularly toned light green/black four-fingered clawed webbed orange hands with large orange flame-shaped fins on them, Light Green Skin, a tall haunched muscular toned build, a long orange tail, long muscularly toned light green/black two-toed clawed legs, and his outfit consists of a pair of dark magenta shoulder pads, a black belt that held the Omnitrix Symbol on, and a long dark magenta loincloth. Shadow has now transformed into his Fusion Form...Swampjaws!
"Team Biomniverse Unite!" Plumber exclaimed loudly as the Gang nodded and Swampjaws and Katmeleon opened up their mouths to fire two combined giant torrents of hot flames as a screaming Titan Girl, and Fairytail slammed their fists together to fire a combined giant beam of magical/godly rainbow/yellow energy as Plumber joined in by firing a continuous red energy beam from out of his blasters and all of the attacks flew over to impact against the Clocktopus, causing a huge explosion to occur as it sends it flying out of the pier and crashed down into the ocean.
"Oh, no, no, no! The exhaust pipes are filling with water!" A panicking and worried Steam Smythe exclaimed while trying to take back control of his Clocktopus but failed as the exhaust pipes and the contraption started filling up with water, and Upgrade decided to damage the contraption even more by forcing the tentacles to pierce through its hull relentlessly. "Oh, damn it all!" Steam Smythe yelled while reaching out to grab an old steampunk jetpack as he strapped it onto his back and pulled a lever as Steam Smythe took off into the air and broke through the upgraded hull of his Clocktopus as Rusty floated in mid-air. "Drat! How could I have gotten so careless?! Next time, you all won't be so lucky!"
"Hey, I like you, mister. You have a kind face!" Swampjaws suddenly screamed, getting Steam Smythe's attention as he blushed sheepishly.
"Oh, my, thank you, young man-,"
"The kind I like to punch!" Swampjaws interrupted with a feral grin on his face as he fired dual streams of hot flames from underneath his legs, and it propelled him up into the air as a roaring Shadow delivered a powerful punch across a surprised Steam Smythe's face, sending him flying backwards as Swampjaws crashed down into the ocean beside Upgrade, who detached himself from the Clocktopus and reformed back into his normal shape as he grabbed him and swam themselves back to the pier as Fairytail quickly lowered her arms and created an ice slide underneath her, allowing Swampjaws and Upgrade to slide up it as they flew up into the air via Swampjaws's flames and landed back down on the pier just as their Biomnitrixes and Omnitrix Symbols began flashing red/green negatively as the Trio timed out back into their True Forms with triple flashes of red/green light.
"Good job, everyone, especially you, Ben. We really put Steam Smythe in his place...in the past." Plumber says while taking off his mask as Bio-Man and Bio-Girl took off their helmets.
"But he's getting away, and we are all timed out, and Gwen can't fly yet," Ben says with a pout as Rook Shadow shrugged with a little smile on his face.
"Ah, we will get him next time. He's not a threat to anyone anymore anyway."
"Yeah, the most important thing is that you were able to conquer your fear of tentacles." Plumber says as Ben frowned a bit and shrugged.
"Maybe, but I still don't like them...although, I will say, there are way worse things to be afraid of than Squid Tentacles."
"Really? What is it?" Van asked cluelessly as Ben turned to give her a shy smile.
"Losing you," Ben says sincerely as Van gasped and placed her hand over her mouth as she teared up a bit and smiled...but then frowned as she looked away guiltily.
"Benji? I want to say, once again, I'm sorry for what happened. I just wanted to prank you a bit, and it got out of hand and-,"
"Vanessa, seriously, it's okay. I don't blame you for what happened. Honestly, I was relieved that the Squid got me instead of you while you were knocked unconscious on the floor from almost drowning. It would've if I didn't push you away in time, and the Squid got me instead." Ben says reassuringly as Van gasped in surprise.
"Wait, so you saved me back then too?" Van asked quietly as Ben nodded, and the Female Biomnitrix Wielder smiled warmly as she leaned over to kiss his cheek and hugged him. "And that's why you are my Hero, but don't think I won't protect you too. We are partners, after all." Van says with a wink as she and Ben blush.
"Oh, please, just kiss!" Plumber, Rook Shadow, and Titan Girl yelled in unison with the Biomnitrix Wielders flinched in surprise before the group all shared a joyful laugh as they shake their heads.
And done! I hope you guys enjoyed the chapter, and I can't wait to write the next one. Anyway, before I go, here are the voice actors for the Alien and Fusion Alien:
1) Ripjaws's Voice Actor: Fred Tatasciore.
2) Swampjaws's Voice Actor: A Combination of Dee Bradley Baker and Fred Tatasciore.
That's about it. Anyway, as always, I will catch you all later.