There was no real way of explaining how they went from Sherman, Illinois to San Francisco, California in only two days in a beat-up recreational vehicle, but as far as Ben was concerned, it wasn't worth mentioning.

Somehow Ben was able to convince Gwen, Max, and Trixie to stand outside a video game store (which was creatively named "Video Game Store") for hours under the hot California sun. Ben was focused intently on the line (one of the few times he was ever truly focused on something), Gwen was tapping her foot impatiently, and Max was wiping the sweat from his brow. Trixie, however, was devoting all her attention to her tablet, her brow furrowed in a deep scowl as she looked over the screen.

"Ugh, we've been in this line for two hours," Gwen complained, "and it hasn't budged an inch!"

"Small price to pay for Sumo Slammer 2.1!" said Ben excitedly. "I'd do anything to get this game! Even be seen in public with you..." he shot a cursory glance at his cousin.

"Don't you already have this stupid video game?" Gwen grumbled.

"Hello! This is Sumo Slammer 2.1!" said Ben. "You can change your fighter's color at any time during the match. Duh."

"…I'm going to smack you," Gwen threatened.

"You holding up there, Trixie?" Max asked the fourth member of their party. "You've been awful quiet this morning? Something on your mind?"

"Huh, wha – oh, uh, it's nothing," Trixie mumbled, snapping out of her stupor as she turned off the tablet and stowed it away. "Hey, I just remembered, there's something I need to do while we're in town."

"Maybe we could go with you," Max offered. "It'll give us something to do while we wait for the line to thin out."

"And lose my place?" Ben argued. "Not an option!"

"There's no need for that, Maxwell," Trixie rejected calmly. "I'm just planning on meeting a friend."

"Since when do you have friends besides us," asked Gwen, her brow rising.

"I'll have you know, I have plenty of friends on an online young genius forum," Trixie retorted, noticeably unhappy by Gwen's accusation. "Unless you have any more insults you lie to throw at me, I need to get going. I'll meet you all back at the RV."

Trixie turned with a huff, walking down the street, and disappeared around the corner. Max gave Gwen a look.

"What?! I didn't mean anything bad by it!" said Gwen defensively.

That was over forty minutes ago. And after a long (and sweaty) wait, the Tennysons had finally made it to the front of the line. When the shop owner called for their turn, Ben did a celebratory fist pump.

"Yes! Sumo Slammer 2.1 is mine!" Ben cheered.

"It's about time!" Gwen groaned dramatically. "I was going stir crazy in that line!"

"Well, the worst of it is over," said Max, sounding equally relieved as they stepped out of the store with their prize in hand. "Let's head on back to the RV. Maybe Trixie's done meeting her friend – "

An explosion went off down the road, startling the Tennysons as a crowd of screaming civilians ran in the opposite direction. Another explosion went off and someone smashed through the second-story window above the electronics store down the street and landed on their feet with a heavy thud.

They were unable to discern the assailant's identity because they were wearing a green raincoat with the hood over their head. But they were able to identify two features: 1) the attacker was small roughly child-sized, and 2) they had a pair of silicon-based arms that looked alarming similar to a Petrosapien.

The police were somehow alerted of the attack within second and came skidding around the corner nearly running over Ben and Gwen, who were pulled back to safety by Max. The police sped toward the assailant, but they slammed their fist into the ground, sprouting a formation of dangerously-sharp crystal underneath the road. The cops managed to dive out of their car in time before the crystals skewered through the metal.

"Whoa, who the heck is that?" asked Ben, dumbfounded.

"Who do you think it is, genius?!" yelled Gwen. "Trixie's finally snapped her cap!"

"Trixie" morphed their silicon arm and started shooting the downed police officers in a shower of crystal shard, forcing them to retreat to the other side of the block. More cops started showing up and started shooting from behind their vehicles. "Trixie" waved their arm and generated a wall of silicon between them, deflecting the bullets. The cloaked criminal raised themselves on a crystal platform and shot bac with another shower of crystal shards. And the Tennysons just happened to be in the line off fire for some reason.

Fortunately, Gwen's Lucky Charm kicked in at the right moment. At the same time "Trixie" shot at them, a pair of squirrels happened to be climbing up the side of the video game shop's sign. Their extra weight caused the sign to come unbolted from the wall and tipped over, falling down to the street. And it just so happened to land in front of the Tennysons, blocking the shards shots at the last second.

"What the heck is wrong with her?" said Gwen, peaking around the sign. "Has she gone psycho?"

"I don't believe it," said Ben, shaking his head in denial. "There has to be a good reason for this."

"Yeah, like she's gone psycho!" snapped Gwen.

Two more police cars roll around the corner behind "Trixie," but the part-alien casually waved their hand and fabricated a wave of crystals between them, causing the vehicles to swerve out of control.

Back on the Tennyson's side of things, an armored car slowly rolled up to the scene and stopped behind the police line. Out of the driver's seat stepped a tall chiseled man with a crew cut and a scar running across his face dressed in tactical gear. Three more men dressed in riot gear branded with a S.A.C.T. logo their chests also stepped out of the vehicle as the blonde man approached the police line, flashing an official-looking badge.

"Lieutenant Steel, Special Alien Containment Team," Lt. Steel introduced himself. "We'll take it from here. Concussion bazooka!" he yelled back at his men.

Two of Lt. Steel's men assembled something behind the armored vehicle, revealing it to be a two-man-operated rifle; one of them carrying the main gun and the other wearing a battery suit that powered it.

"That doesn't look good," Max commented with concern.

The soldiers carry the weapon to the front of the police line when Ben finally gathered up his nerve and ran ahead of them, catching the soldiers of guard. The wielder of the Omnitrix ran up behind "Trixie" as the cloaked criminal sliced a civilian car in half using their crystal arm.

"Trixie, what the heck?!" Ben shouted. "What's wrong with you?!"

"Trixie" seemed to consider Ben or a short moment, turning toward him, when they raised their arm and morphed it into a spiked mace. Ben tumbled back with startled gasp. At the same time, Lt. Steel nodded to his soldiers, who too aim and fired a concussive laser that hit "Trixie" squarely in the chest. "Trixie" was catapulted backward, smashing through a pizza shop window.

"TRIXIE!" The Tennysons screamed in unison.

But their fears for "Trixie's" safety proved unfounded as they rode out of the wreckage o the pizza shop, riding a wave off crystal. They fired another barrage of crystals at a tanker truck that had been left unattended on the side of the road for no apparent reason, causing an explosion that knocked everyone off their feet. While everyone else recovered, "Trixie" climbed the crystal wave to the rooftops and collapsed it behind them, disappearing out of sight.

"What the heck was that all about?" asked Ben, worried.

"There must be a logical explanation," said Max, grimacing. "Right…?"


The Tennysons rushed back to the parking lot where they left the Rust Bucket five minutes, practically throwing the door off it hinges. There they found Trixie sitting at the table, tapping away at her tablet innocently.

"Are you demented?!" Gwen shouted immediately before Trixie even had a chance to welcome them back. "Going alien like?! Have you finally lost your mind?!"

"Is it just me, or have greetings gone downhill recently?" said Trixie calmly. She closed her tablet, setting it down on the table, and turned around in her seat. "Now, what's all this incoherent screeching about?"

"Are you serious?!" Gwen screamed, making Trixie wince and cover her ear. "You went all Diamond-headcase in the middle of the street! That's what this is about!"

"Excuse me?" said Trixie, quirking her brow.

"Back off, Gwen," said Ben defensively, pushing his cousin away from Trixie. "Give her a chance to explain. I'm sure she had a good reason for it."

"I would say so, if I had any idea what you were talking about," said Trixie.

"We saw you!" yelled Gwen. "You almost sliced Ben in half!"

"I don't now what you're going on about," said Trixie, raising from her seat and staring down Gwen, "but I haven't seen any of you since I left you three at the video game store. There's no evidence that I did anything you're accusing me of."

Gwen glared bac at Trixie when she noticed the television set that had been left on for some reason, even though nobody had been watching it. With a huff, Gwen reached for the remote and increased the volume. On screen, it showed the moment when "Trixie" started shooting at the police and when the Tennyson family were saved by the falling sign.

"…I can safely assure you that isn't me," said Trixie firmly.

"Oh no?" said Gwen skeptically with her arms crossed. "I'm sure that's some other diamond-covered alien going postal in front of the video game store!"

"Gwen…," said Max exasperatedly.

"It's possible!" Ben snapped in Trixie's defense. "Remember those Megawatt aliens in Sparksville? In fact, all the alien species in the watch live out there in the universe somewhere!"

"That's true," Max confirmed. "Besides, Trixie would never be so irresponsible with her powers lie that."

"What about that time in New York?" Gwen pointed out. "She went all Rath on a bunch of kids and robbed a warehouse with Heatblast."

"That wasn't her fault; it was that Kevin kid," said Ben. "But Kevin isn't here now and we're never seeing him again. Ain't that right, Trixie? …Trixie?"

But when they didn't receive an answer, the Tennysons realized two things: the RV door was open and Trixie was nowhere to be found…


Trixie arrived at the scene of the fight as the damaged police vehicles were being towed away and the cops were assessing the damage to the nearby buildings. Trixie picked up a stray shard off the sidewalk and inspected it as the Tennyson family caught up with her.

"Criminals always return to the scene of the crime...," said Gwen accusingly.

"There is no logic in that statement," said Trixie coolly, pocketing the shard.

"Give it a rest, Gwen," said Ben, leering at his cousin. "Can't you see she's trying to solve a mystery?"

"Or cover her tracks," said Gwen.

"What with you lately?" asked Ben heatedly. "Ever since grandpa told us he was a Plumber, it's like you can't trust anyone anymore."

"Maybe I don't like it when people lie to me all the time!" Gwen snapped back. "You ever think of that?!"

"We don't know if anyone is lying yet," said Max placidly. "Remember: everyone is innocent until proven guilty."

"Tell that to Johnny," Ben commented.

But Gwen looed past them and said, "Well if Trixie is so innocent, why is she making a run for it?"

Ben and Max spun around in time to see Trixie dashing down an alleyway.

"Trixie, wait!" Max shouted as the Tennysons gave chase.

They barreled down the alley and turned the corner as Trixie climbed over the chain-link fence. Ben was the first to climb over while Gwen and Max came up from the rear, moving slower than the Omnitrix wielder. As the alley emptied out into the open street, Ben stopped to catch his breath. He looked around, but didn't see Trixie anywhere. What he did see, however, was the hooded assailant from the attack earlier this morning. They were standing on the rooftop of the building directly across the street, which, unfortunately, was branded with the name of the San Francisco Mint.

"Over there!" said Ben, pointing out the cloaked figured disappearing beyond the ledge as Gwen and Max caught up with him. "They're heading into the mint!"

"Ben, wait!" Gwen yelled, sprinting after her cousin.

"Who said…," Max wheezed, holding a stitch in his side, and reluctantly following his grandkids, "retirement…was relaxing…?"


Despite being one of the most important buildings in the country, responsible for the printing of most US currency, the mint had the worst security imaginable. There wasn't even a single guard Ben, Gwen, or Max from just walking into the printing room. There were millions of coins being printed, pressed, and stored in large bags, yet there wasn't a single soul in the entire building.

But ignoring this glaring lapse in logic, the Tennysons sprinted into the pressing room and looked around urgently.

"Are you sure she came in here?" asked Max.

An explosion erupted from the next row over. The Tennysons ran around the corner to it. On the other side they found the missing security guards, who were being backed up by the cloaked criminal, who now possessed a pair of flaming magma arms that looked exactly lie Heatblast's. The hooded villain aimed their hands to the scaffolding above the guards' heads, blasting it with a large fireball. The guards threw themselves on the ground, narrowly avoiding the flaming wreckage.

"Okay, I was willing to give her one," said Gwen, frustrated, "but two of the Omnitrix's aliens terrorizing San Francisco? That can't be a coincidence. I'm stopping this right now."

"Gwen, wait!" Max called out, but it went ignored as Gwen stomped up to the hooded criminal.

"Yo, Hothead!" she shouted, drawing the criminal's attention. "Back off the fireworks before somebody gets really hurt! Now, if you take responsibility for all the wacko stuff you've been doing lately, I'm sure we can help you."

It was at that moment that Trixie suddenly turned up next to Max and Ben, catching the boys off guard. Trixie looked between Gwen and the hooded criminal and felt a thrill of fright run down her spine.

"Gwendolyn, get away from him!" Trixie shouted.

"Not now, Trixie! Can't you see I've gotta deal with…," Gwen trailed off as the realization started to set in. She craned her head over her shoulder and saw that Trixie was, in fact, standing behind her in human form. "Trixie?!" She looked back at the hooded figure and backed away slowly. "S-so who are you?"

"Me?" said the hooded crook, his voice young, but masculine. "I'm a hottie. Can't you tell...?"

He threw out his arms and blasts her with a pillar of flames. Before the blast could hit, Ben slammed down the Omnitrix and transformed into Diamondhead, jumping in front to shield Gwen with his body at the last second.

"Now do you believe her?" said Diamondhead in a scolding tone. When the fire dissipated, he readied his crystals and told her, "You guys get everybody out of here. I'll hold – "

Gwen and Diamondhead were nearly blown off their feet when Trixie – now merged with Buzzshock's DNA – zoomed past them like a bolt of lightning. She tackled the hooded criminal and slammed him into the back wall, giving the security guards a chance to run for safety. Max and Gwen escorted the guards out of the building – she couldn't be seen fighting without her Lucky Girl uniform – while Diamondhead rushed forward to help Trixie.

Trixie briefly had Trixie pinned to the wall until the hooded crook opened his palms and blasted her in the face. She was tossed across the air, but thankfully Diamondhead caught her securely in his arms. But when he looked back, the crook was gone, hidden somewhere in the room.

"Are you all right?" Diamondhead asked Trixie, setting her on her feet.

"I'll live," said Trixie pragmatically, shaking her head free of dizziness. Noticing that the hooded villain was gone, she began to pace the room, Diamondhead nipping at her heels. She called out, "You need to stop this! This is an abuse of your powers!"

"So why don't you cry about it?" the hooded criminal taunted from somewhere unseen. "Or are you gonna go run and tell on me to the old man! Or that cute, smart-mouthed redhead?"

"Ew! Gross!" Diamondhead groaned, making a gagging noise.

A fireball is tossed through the air and explodes against one of the bags hanging from the ceiling, causing a mound of coins to fall on top of Trixie and Diamondhead. Trixie is able to dodge the pile with lightning reflexes, but the petrosapien is half-buried underneath the millions of coins. Trixie doesn't thin to help Ben because her attention is on the hooded villain that stepped out from behind one of the printing machines.

"Hey it's raining money!" said the criminal with a wild cackle.

But Trixie, gritting her teeth furiously, had enough of his games and snapped, "This isn't a game, Kevin!"

"Kevin?!" Diamondhead repeated, dumbfounded.

"Aw, why'd you have to go and spoil the surprise?" the criminal complained. "Oh well, guess I won't be needing this anymore."

He grabbed a handful of his coat and torn it from his body dramatically, setting the cloth aflame until it was turned to ash. Though his limbs were mutated to match Heatblast's, his hair was on fire, and had a web of cracks around his eyes, it was definitely Kevin Levin.

"Hold on?" said Diamondhead clearly confused. "Kevin? The Kevin? The Kevin that went psycho back in New York?"

"Aw, you remembered me; I'm touched," said Kevin mockingly. "Gotta say, I'm impressed you knew it was me, Trix. How'd you figure it out?"

"Because of all the strange things that have been happening to us on this trip, I've taken to checking the national news regularly," Trixie explained. "That's when I learned that there were multiple robberies across the country, all of which were done by a hooded person with the same powers as the Omnitrix. As Ben and I were nowhere near the locations of the thefts, I remembered that there was one other person who was capable of transforming into various aliens: you."

"You always did have a big brain, Trix," Kevin complimented.

"But there's one thing I still don't understand," said Trixie. "I thought you were drained of all my powers back in the subway in New York."

"That's what I thought, too," Kevin admitted. "Turns out I absorbed enough of that weird energy inside you, so I could turn into any of those aliens, if I just concentrated hard enough. Only problem is, I can only stay human for a short time. You made me into this freak..."

"Like this is our fault," Diamondhead scoffed, rising out of the coin pile. "Whose idea was it to drain all of Trixie's powers? Not mine."

"Benjamin!" Trixie scolded him, then bac at Kevin. "Kevin, it sounds lie your DNA had been contaminated by the Codon Stream. It's a simple enough fix. If you just let me – "

"You think I'm gonna fall for that?" Kevin rejected. "No chance! It's payback time, partner. Everything fifty-fifty. I do the crime, and you'll do the time!"

"You'll never get away with this," declared Diamondhead.

"Wrong," said Kevin smugly. "You'll never get away with this. I'm not me, I'm you! Remember?"

And terrible timing as always, the upper windows were blasted open and the S.A.C.T. soldiers rappelled into the room, this time armed with laser rifles and tactical goggles. Trixie turned around on instinct and Kevin used the chance to shoot a fireball at her back. She was thrown across the floor, where she subconsciously morphed back into human form.

"Keep the change," Kevin taunted. "You can use it to pay your bail." In an instant, he morphed his body until he resembled a half-human, half-Jetray hybrid. "Gotta fly!"

Diamondhead watched with seething anger as the rogue shapeshifter rocketed upward and smashed his way through the glass ceiling. Before he could attempt to follow him, more S.A.C.T. soldiers smashed their way unnecessarily through the doors and windows, surrounding Diamondhead in a matter of seconds.

"Sorry, Rock-Head," said Lt. Steel, appearing between his men. "No unauthorized withdrawals on my watch."

"But you don't get it," Diamondhead argued. "The bad alien just got away, I'm the good alien!"

"Yeah, sure you are," said Lt. Steel sarcastically, signaling his soldiers to move in. "Just like those 'alien heroes' all over the news nowadays. No sale. To me, you're just a walking chandelier."

Max and Gwen conveniently returned at that time. Max moved to help Trixie back on her feet. Since she was in human form, the S.A.C.T. had no reason to suspect her. Too bad the same couldn't be said of Ben.

"He's telling the truth, officer," wen said pleadingly to Lt. Steel. "There was another alien who – "

"I don't try 'em, kid, I just catch 'em," Lt. Steel told wen before facing Diamondhead again. "We'll let the boys at Area 51 figure out who's naughty and who's nice. Chicago, Tallahassee, Barstow – You and your outer-space pals have been keeping me real busy...but you're not getting away with it this time!"

Diamondhead started to realize that there was no point in arguing with him; Lt. Steel had already deemed him guilty and was ready to put him down.

The Petrosapien took a moment to evaluate the situation. With soldiers watching him from all sides, there was no way he was going to get away without hurting someone. The best thing to do now, he thought, was to escape with the least amount of damage.

Diamondhead stretched his fingers and turned around to the two soldiers behind him, shooting only a handful of shards. With careful aiming, he managed to jam the barrel of their laser rifles, which exploded in the soldier's faces and knocked them on their butts. Diamondhead quickly flees as they tried to collect themselves with the rest of the S.A.C.T. shooting at him from behind.

"Get that thing!" Lt. Steel commanded.

As the S.A.C.T. pursued him through the labyrinth of printing presses and conveyor belts, Diamondhead slipped behind one of the pressing machines and waited silently. To his relief, at least three soldiers ran by without noticing him…. That was until he noticed a red dot shining against his jaw and scrolling down to his chest. He looked up to see two soldiers standing on the walkway above before one of them shot Diamondhead in the chest, knocking him off his feet with concussive force.

The snipers high-five each other, celebrating their successful shot, when a diamond shard stabbed the wall between them. Diamondhead was back on his feet and looked pretty peeved. The soldiers scrambled for their guns, but Diamondhead fired his shards at the walkway beneath their feet, cutting away the metal and dropping them on ground level.

But Diamondhead had no time to relax when Lt. Steel and his soldiers spotted the Petrosapien and open fired. Diamondhead slapped the ground and sprouted a wall of crystal to cut them off. This provided ample time for the Petrosapien to spot a nearby ladder and climb to the second level while Lt. Steel and his men ran around the obstruction. Of course, Lt. Steel spotted Diamondhead right away – he really stood out in the room – and silently ordered his men to follow the alien.

As he reached the top of the ladder, he heard the tell-tale beeps of the Omnitrix about to lose power. Which was really poor timing (lie it always was) because two of the S.A.C.T. soldiers were running at him from one end of the walkway and Lt. Steel somehow teleported on the other side. Pinned on both sides and ready to fire their weapons, Diamondhead looked around frantically for an escape, which seemed odd to Lt. Steel. Having no other choice, Diamondhead launched himself bac to the ground floor, crashing into one of the printing machines before making his escape.

Lt. Steel looked over the railing; one of his men was cautiously tailing the Petrosapien with his laser pistol ready. He holds the corner, reading himself to strike, when a red light exploded around the corner. The soldier whipped around with his gun trained, only to lower it when he only found Ben cowering in front of him.

"Don't hurt me!" Ben cried in mock terror "O-oh, is that monster gone?"

The soldier grumbled irritably as he holstered his pistol, unaware of Ben's smug grin.


While the S.A.C.T. solders spent several minutes searching the mint for their missing target, Ben was escorted outside while Gwen, Max, and Trixie were waiting for him. Ben nearly died of shock when Gwen suddenly ran up and hugged him out of nowhere.

"Thank goodness you found him! We were so worried!" said Gwen in an over-the-top sweet voice, petting her cousin like a dog, to Ben's irritation. "He's always wandering away. We're considering getting a leash."

As the soldiers let them go and resumed their search of the building, Lt. Steel took a notable interest in the Omnitrix.

"Hmm, nice watch," he commented. "Never seen anything like it."

"Yeah, it's from, uhh, Japan!" said Ben quickly, hiding the Omnitrix behind his back.

Lt. Steel didn't look like he quite believed that excuse, but before he could say anything, one of his soldiers ran up to him and saluted.

"No sign of the alien, sir," he reported. "It's like that thing disappeared into thin air."

"And I don't suppose you know anything about this alien?" Lt. Steel asked the Tennysons.

"No!" Max jumped in quickly. "If we did, we'd tell you!"

"Yeah…of course you would…," said Lt. Steel skeptically. The Tennyson's chose that moment to walk away and Lt. Steel didn't stop them, but he murmured quietly to one of his men. "Keep an eye on them. They know more than they're saying."


The Tennysons made a beeline for the Rust Bucket, driving around town for a little while until they felt they were far away enough from Lt. Steel and his men. Once they parked on the side of the road next to the cable car trail, Ben went over everything he had learned during the fight at the mint. The Tennysons were gathered around the table as Ben went into details while Gwen was scouring the internet on her laptop, but Trixie was at the back of the RV, far away from the Tennysons and scowling at the floor.

"It was Kevin at both the videogame store and the mint!" said Ben. "They were setups!"

"That would explain a lot," said Max. "Now I don't mind telling you, that kid's rowboat is missing a couple paddles."

He completely missed how Trixie's brow furrowed deeper or her hands clutched tightly into fists.

"But why does that alien SWAT team guy think all aliens are bad?" asked Ben curiously.

"Looks like from personal experience," said Gwen. "Check this out." She flipped her laptop around, revealing several articles featuring a hooded criminal with exposed parts resembling several of Ben's aliens. "That lunatic has been busy. And not just here in San Francisco. Look: Rath Terrorizing Tallahassee; Arctiguana in Chicago; Ghostreak in Barstow."

"We're gonna get blamed for all that stuff," Ben complained, "and we didn't do any of it!"

"Oh, that's not even the best part," said Gwen, suddenly scowling and looking back at Trixie. "Wanna know how I found these articles? Trixie's been saving them in her personal file! She's been tracking Kevin's movements for weeks! That's why she disappeared earlier today, because she went looking for him!"

"Trixie, is this true?" asked Max, concerned.

"Of course it's true," Trixie doesn't deny it."

"Why didn't you tell us?" questioned Ben.

"Because I knew you would all act like this!" Trixie shouted, jumping to her feet in anger. "You all treat Kevin like he's some kind of monster."

"I'm not sure if you noticed, Trixie, but he is a monster!" said Gwen heated. "He's been rampaging across the country and letting you take the fall for it!"

"You don't know him like I do!" Trixie yelled defensively. "He's only acting this way because he thinks he has to because everyone always treats him like some kind of freak! I know if he was given the chance, he could do some real good."

"You knew him for half a day!" snapped Gwen.

"Which is half a day longer than you know him!" spat Trixie.

"Okay, everybody, let's all take a deep breath," said Max, stepping between the girls. Once everyone calmed down, he turned to Trixie. "Now I know you want to protect your friend, Trixie, believe me. I felt the same way about Phil until I realized how far he had fallen. Sometimes, in order to do the right thing, you need to hurt the people you care about, no matter how much you don't want to."

Trixie lowered her gaze to the floor, furrowing her brow in anger, before meeting the retired Plumber's eye.

"There's a different between you and I, Maxwell," she spoke in a low voice. "You gave up on Phil."

Trixie's harsh words were like a slap on the face for Max.

Suddenly, they heard screaming coming from outside. They peered through the window just in time to see a cable car fly past them at dangerous speed; the passengers inside all in a panic. The source of the problem was kneeling on top of the cable car, pumping millions of watts of electricity into the vehicle with a crazy smile.

"Kevin!" shouted Ben, prompting Trixie to run up and peer through the window as well.

"He must have gone Buzzshock to hijack that cable car," said Max.

"Well, one shock deserves another," said Ben, activating the Omnitrix and slamming down on the faceplate. But when the green flash faded, instead of turning into Buzzshock, he became –

"Arctiguana?" said GGGwen in disbelief. "Nice choice, lizard lips."

"Shut it," Arctiguana grumbled, padding over to the door. "I can still catch – whoa, Trixie, hold on!"

None of the Tennysons had the chance to stop Trixie before she kicked the door open, transforming into a half-Citrakayah as she hopped out, and zoomed down the hill after the cable car. Artciguana chased after her, using his breath to freeze the road and slid along the ice like a sled.

All of them were unaware that the Tennysons were being spied on by a pair of S.A.C.T. agents lurking on the rooftop above.

"Mobile One, the girl and a freezing lizard alien just emerged from the RV," one of the soldiers reported over the radio. "Now both are heading down California Street."

"Maintain visuals; I'm on my way." Lt. Steel commanded.


Inside the cable car, pulls down the brake lever, hoping to slow them down, when Kevin appears in the front window hanging upside down.

"Now why are you doing that?" said Kevin, laughing insanely as he melted the lever with a bolt off electricity. "We're just starting to have fun!"

As the cable car cuts through the intersection, traffic on both sides immediately stop to avoid a collision. Trixie used the stalled vehicles as stairs to climb up and launch herself into the air, swinging off a telephone wire and throwing herself onto the roof of the cable car. Kevin popped back up when he heard the thud of Trixie's landing and turned to face her.

"Sorry, Trix, no free rides!" said Kevin, again cackling insanely.

Kevin slapped his hands, generating a surge of electricity that traveled across the roof to Trixie's feet. The girl cried out, her whole body seizing up as the electricity coursed through her veins, and collapsed sideways off the car. But before she hit the road, Arctiguana slid underneath and allowed Trixie to fall on his back while still chasing the cable car. It too a few seconds for Trixie to recover when she realized where she was.

"Benjamin?" said Trixie, dumbfounded.

"Hold on tight," Arctiguana warned, "it's gonna be a bumpy ride."

Arctiguana flattened himself against the ground, increasing their speed as they glided down his frozen track. They make it to the cable car in good time and Arctiguana threw himself and Trixie forward, smashing through the back window. The passengers were naturally frightened – a blue lizard and a cat girl just broke through the window, for crying out loud. And their panic doubled when Kevin smashed his way through the front window, electricity building in his hands.

"Man, you guys just don't know when you quit!" said Kevin, throwing bolts of lightning across the car.

Arctiguana took a direct hit to the chest and was thrown to the back of the car, denting the metal wall. Trixie dashes ahead with her superspeed, but shot forward just as fast with his electricity, and both of them met in the middle grappling each other's hands.

"You know, Trix," said Kevin sinisterly, "I always thought there was a spark between us."

Trixie didn't have to decipher his meaning because her so-called 'friend' unleashed another surge of electricity through the connected hands. Trixie dropped to one knee, wincing as her whole body shuddered, but she didn't fall. She leered up at Kevin, who grinned down at her lie a lunatic.

"Don't look so shocked, Trix," said Kevin mockingly. "Even your dweeby pals could've seen that coming." He gave the human Omnitrix no time to respond before zapping himself up to the roof, where he saw that the cable car on a direct root to the waterfront. "Huh, let's see... Brakes are out, hero's defeated, and everyone's about to go for a dip in the bay. My work's done."

Kevin mutated once more, transforming into his half-Jetray state. Though he found the transformation more difficult for some reason; it felt like his insides were burning for a moment, but when the transformation ended, the feeling went away. Kevin chalked it up to exhaustion – he had been changing a lot today – and took off into the air.

"He's getting away!" Trixie cried, leaning her head out the window.

"We've got bigger problems!" said Arctiguana, pointing to the pier that was getting dangerously close.

As much as Trixie wanted to chase down Kevin, she couldn't leave these innocent passengers to drown in the bay.

"Benjamin, try using your powers on the road to slow us down!" said Trixie.

Arctiguana nodded in conformation and leapt to the front of the car, leaning over the railing. He took a deep breath inward and exhaled with all his strength, creating small mounds and walls of ice in the path of the cable car. The vehicle smashed through the ice easily, but it did slow them down to a certain degree. However, according to Trixie's calculations, at the rate they were going, everyone was going to go flying into the water.

Acting fast as her current alien species would allow, Trixie zoomed off the car and started running up and down the street for dozens of things: cables, chains, jump ropes – anything she could tie to the car. She bound all the items she collected to the back of the cable car and round around wrapping the other ends to lampposts, pipes, street signs, parked cars, and the like.

With Arctiguana and Trixie's combined efforts, the cable car jerked to a complete stop, just narrowly preventing everyone from flying off the pier. Arctiguana and Trixie sighed in relief as the passengers cheered for their safety.


It was nightfall when the Rust Bucket parked in front of a seemingly random bodega. Max and Gwen stepped out of the RV to find Trixie and Ben sitting on the curb; Trixie was gnawing on a churro like a hamster and slurping up a slushy, surrounded by fourteen empty cups.

"Now do you believe that Kevin guy is dangerous?" Gwen asked Trixie, earning a glare from the green-haired girl.

"FREEZE!"

The Tennysons were caught completely unaware as roughly two dozen S.A.C.T. soldiers suddenly appeared seemingly out of thin air. They had the Tennysons surrounded on all sides, which was made even worse since the Omnitrix was still on cooldown. Gwen reached for the Lucky Charm when Lt. Steel marched to the front.

"Don't even think about it, little girl," said Lt. Steel. "One move and you're all Swiss cheese. Now, you have two choices: tell me what you had to do with these aliens, or get measured for your prison uniforms." He notices Ben instinctively looking down at the Omnitrix and swiftly grabs the boy's arm. "It has something to do with this watch, doesn't it? Is it some kind of...signal to call the aliens?"

"Sir, we're getting reports of a crystal alien rampaging on the Golden Gate," one of the soldiers stepped forward and reported. "It looks like it could bring down the whole bridge if it isn't stopped."

Lt. Steel leers at Ben suspiciously before releasing his arm. He reached inside his belt, pulling out a radio transceiver.

"Falcon One, pick up at my twenty," Lt. Steel ordered, then added to Ben, "We're not done..."

He walked away from the Tennysons as a helicopter swooped over the bodega and hovers over them. As soldier inside tossed down a carabiner cord, which Lt. Steel attached to his belt and was lifted away. The helicopter flew over the buildings and the S.A.C.T. soldiers scattered, leaving the Tennysons alone.

"Those guys don't stand a chance against Kevin," said Ben seriously. "I have to stop him. Trixie, you – " But once again, Trixie pulled of another successful disappearing act, causing Ben to groan in annoyance. "Why does she keep doing this?!"

"Can someone say 'ironic?'" said Gwen with a hint of sass.


Over at the Golden Gate Bridge, all traffic had come to a complete stop. Everyone on the bridge had stepped out of their cars and were craning their heads at something at the top of the tower. Kevin had assumed his half-Petrosapien form again, though it was too far for anyone to see his face; all they could see was the bright flashes of the lights bouncing off his silicon arms.

Kevin extended his arm and threw a cluster of crystal shards at three of the bridge cables. The cables snap like threads and fall on dozens of cars, crushing them, and sending the crowd into a panic. As he savored the destruction, he paused when the S.A.C.T. helicopter flew above his head. Lt. Steel fearlessly leapt out of the copper, still attached to the carabiner cable. But Kevin shoots at the helicopter rotor, causing it to explode and spiral out of control with Lt. Steel being pulled along for the ride.

"Oh yeah!" Kevin whooped, pumping his fist. "Suck it, losers!"

But Lt. Steel reached for his combat knife and cut the rope, dropping him on the tower. By some miracle, he managed to land on his feet without breaking his ankles.

"Lt. Steel, nice to see you again!" said Kevin smugly.

"Isn't it past your bedtime, kid?" said Lt. Steel. Without the cloak concealing Kevin's face, he realized now that his enemy was, in fact, a child.

"No, but it's definitely lights out for you," said Kevin, extending his arm into a blade.

As the two engaged in combat, Trixie could be faintly see flying over the San Francisco rooftops leaving a trail of fire in her wake. She had chosen the Pyronite over the Citrakayah or the Aerophibian because she knew she would be flying into battle and wanted to hold a slight advantage. She soared over the water and darted towards the bridge when she saw two figures fighting at the top.

"Please don't make this more difficult than it already is," Trixie pleaded quietly to herself.

Back on the tower, Lt. Steel was thrown into the wall and collapsed on his side. In the short amount of time they were fighting, Lt. Steel had developed a black eye, cuts, and a swollen cheek while Kevin remained untouched. Kevin walked over to the fallen soldier and iced him onto his back, reflecting Steel's battered face in his bladed arm. He raised the crystal sword for the final blow –

"Let him go, Kevin!"

The mutated boy turned his head, unsurprised by Trixie as she landed on the opposite side of the tower, her hair and hands blazing like a beacon in the night.

"This is about you and me!" she declared, giving him a stern look.

"Sounds good to me!" said Kevin. He kicked Lt. Steel to the side, sliding him against the railing. Trixie studied him from a distance; the lieutenant was wea but still alive. "Still trying to be a goody-two-shoes, Trix? Lemme guess, you just wanna help me."

"Of course, I do," said Trixie seriously, wiping the smirk off of Kevin's face. "And I'm always going to keep trying until you finally accept it."

"You know, I'm really starting to get sick of you pretending to still be my friend!" Kevin snapped.

Kevin sprayed Trixie with a shower of shards, but Trixie retaliated with a burst of flames. The intense heat melted the shards and blasted Kevin in the face, throwing him backward into the wall he had tossed Lt. Steel. Kevin's powers, Trixie realized, were only half as strong as hers and only a quarter strong as Diamondhead. It must be because his powers were secondhand, she theorized.

"I'm not pretending, Kevin," said Trixie sternly, marching slowly across the tower. "I will always consider you my friend. But that doesn't change the fact that you risked innocent lives, just to get back at me."

"Nobody's innocent!" Kevin sneered. "They just haven't had the chance to make fun of me yet!"


Down below, the Rust Bucket finally pulled up to the bridge and the Tennysons stepped out of the RV. They spotted Trixie at the top of the tower thanks to her flaming hair. She was locked in battle with Kevin, and from the loos of it, she was winning.

"Shouldn't we help her?" asked Gwen, concerned.

"This is personal for Trixie," said Max understandably. "She needs to do this on her own."

Just then, two S.A.C.T. soldiers stepped forward, carrying the concussive cannon they had used to blast Kevin earlier that day. And right now, they were pointing it at Kevin and Trixie.

"You can't do this!" cried Ben. "She's trying to help!"

"Target locked on, sir," one soldier reported into his radio.


"Permission to fire?"

Lt. Steel grimaced as he reached for his radio, his whole body throbbing from the beatdown he received. He brought the radio to his face, but paused for a moment. He watched the two hybrids duking it out; the girls had the clear advantage in strength and sill while the boy was floundering, trying and failing to land a hit on his target.

"…Fire on my command only," Lt. Steel finally replied. "Repeat, on my command only."

He put down the receiver and silently watched the fight….

Trixie pounded her magma fists across Kevin's face repeatedly, knocking off a few crystal shards in the process, with Kevin unable to defend himself. She grabbed his arm, twisted around, and tossed him over her shoulder using one of Gwen's judo techniques. Lying on his back, cringing, Kevin glared at Trixie, who stood over him with a pitiful expression. That only infuriated Kevin more.

Kevin mutated out of the Petrosapien and into a Polar Manzardill. He breathed a flurry of cold mist in Trixie's face, forcing the human Omnitrix to fall back, covering her frosted face. Her body temperature melted the ice quick enough and refocused on Kevin, who rose to his knees and breathed another chilling mist. Trixie effortlessly blasted the mist away with a large fireball and Kevin dived out of the way, rolling to his feet. He took another deep breath when Trixie clapped her hands and unleashed a wave of heat that Kevin off his feet and over the railing.

Again, Kevin mutated; this time into his Aerophibian form. He catches himself in the air and takes a dive at Trixie, who barely ducks underneath his swinging fist in time. Kevin circles around the air and dives at Trixie for another sweep. But before he could make the attempt, something unexpected happened: Kevin was suddenly forced out of his mutated form and reverted bac into a normal eleven-year-old boy.

Trixie casually steps to the side, letting Kevin fly past and hit the floor, flipping twice and landing on his back.

Trixie waled up to Kevin's defeated form with an apathetic expression. Lt. Steel watches her with his radio transceiver held close. Kevin groaned, his body hurting from the fall, when he sees Trixie standing over him. The human Omnitrix stares at him for a few silent seconds before holding out her hand…

…and reverted back to her human form.

"Are you okay?" Trixie asked in genuine concern. "You too a real spill. You didn't brea anything did you?"

"…what the heck is the matter with you?!" Kevin suddenly shouted. He slapped her offered hand away and stood up, glaring at her. "What's your game?!"

"No game, Kevin," said Trixie calmly. "I'm just worried about my friend – "

"Friend? Friend?!" Kevin roared. "How can you call yourself a friend after you turned on me back in New York!"

"I didn't 'turn on you,' Kevin," said Trixie. "You tried to kill a bunch of innocent people on that train to steal a bunch of money. I couldn't let you go through with that."

"And what about those jerks that kept harassing me, huh?!" shouted Kevin. "Were they innocent?!"

"No," Trixie admitted. "But just because you had the power to get revenge doesn't mean you should have."

"You just don't get it, do you?!" Kevin yelled, throwing his hands up in frustration. "You don't now what it's like, being an outsider! A freak!"

"We became friends because I'm an outsider. And a freak," said Trixie with an even tone. "I'm a receiver for an alien DNA roulette, who crashed onto this planet with a space watch, turned into a color swapped version of Gwendolyn, and have been rolling across the country in a beat-up RV with a ten-year-old superhero, his magic cousin, and his retired space cop grandfather fighting supervillains on a daily basis. I have never been normal Kevin. I've always been a freak. But that never turned me into a criminal."

"Because you have those friends of yours," Kevin scoffed.

"You have friends, too, Kevin," said Trixie sincerely. "Friends who care about you, and will never give up on you, even when everyone else does." She turned her back on him and started walking away. "I hope one day you realize that…."

"Hey, don't you walk away from me!" Kevin yelled, but Trixie kept walking. "I'm not done with you yet!"

"But I'm done with you," said Trixie, not even looking back at him. "Good bye, Kevin."

Kevin was seething. How dare she turn her back on him? How dare she acted like she was superior to him?! He could feel his uncontrollable rage reaching to the surface, his skin bubbling and morphing beyond his control. Kevin screamed in agonizing pain unlike anything he had ever felt before, his voice turning into something more…animalistic. His screams alerted Trixie, Lt. Steel, and even the Tennysons below.

Trixie stared in horror at her friend, who was breathing heavily with exhaustion. Kevin had transformed into a disturbing amalgam of nearly every available alien in the Omnitrix. He was large and brawny like Rath, had Fasttrack's legs, Ghostfreaks jagged pattern on his chest, Grey Matter's right eye, enlarged versions of Pesky Dust's wings, Buzzshock's nodes on his shoulders, Diamondhead's right arm, Jetray's horn and tail, Arctiguana's shell, and Heatblast's left arm.

Kevin looked at himself and saw the abomination he had become. He visibly strained to change back. For a moment, it looked like his face was returning to normal, but it failed and reverted to his monstrous appearance.

"Agh, I – I can't change back!" Kevin moaned, trying and failing to change again. "I'm stuck like this. LOOK AT WHAT YOU'VE DONE!"

"Kevin, we can fix this," said Trixie, though she looked genuinely terrified. "Just let me help – "

"SHUT UP!" Kevin roared.

Kevin dives at Trixie, using his new wings to speed up and catch Trixie off guard. He punches her across the face with his diamond fist, knocking her down and disorienting her. Kevin grabs Trixie by the back of her dress and tosses her over the railing. Trixie only managed to come to her senses at the last second and stretched her arm out, grabbing the ledge.

The Tennysons were terrified; Ben tried to activate the Omnitrix, but it was still in recharge mode. Of all the rotten timing!

Trixie barely holds on to the ledge with one hand, feeling like her fingers could slip at any moment. Kevin stands over his former friend, sitting bac and enjoying the show.

"You'll never beat me, Trix," said Kevin maliciously. "Because you're one of the good guys. And good guys never have the guts to finish guys like me."

"But I do." Kevin spins around, spotting Lt. Steel finally back on his feet and holding his radio. "FIRE!"

The soldiers on the ground shoot the concussive cannon the second permission was granted. Kevin had no chance to prepare himself and was blasted with full force to the chest. The disfigured mutant was launched off the towerand sent freefalling into the water below.

The shockwave of the blast, unfortunately, causes Trixie to lose her grip. But Lt. Steel dashed over and grabbed her hand at the last second. The soldier effortlessly lifts Trixie back onto the tower and helps the girl to her feet. Now that the threat of Kevin was over, it was just the two of them left.

"Well, now you know my secret," said Trixie morosely. "What are you going to do now."

Lt. Steel doesn't respond right away. His radio beeps and his soldiers call in.

"Second target locked on. Permission to fire?"

Lt. Steel stared back at Trixie again, taking a moment before answering.

"We got our alien. Stand down."

Trixie let out a sigh of relief; guess she doesn't have to worry about the S.A.C.T. coming after her anymore.

She walked back to the edge of the tower and morphed into her half-Aerophibian form. But before she took off, Lt. Steel called out to her:

"Hey, kid," he said earnestly. "For what it's worth, you're a good person. Don't ever forget that." Trixie smiled gratefully and took off into the night sky. He watched her fly out of view before yelling into his radio again. "Well, what are you waiting for? 'Pretty please?' GET ME DOWN OFF OF HERE!"


"Not even Kevin could have survived that blast and that fall...right?" Gwen asked with uncertainty as the Tennysons drove over the cleared Golden Gate Bridge, on their way out of San Francisco.

"Haven't you seen cartoons?" said Ben. "The bad guy always comes back."

"He's not a bad guy," Trixie said vehemently, once again sitting as far away from the Tennysons as possible.

"After everything he's done today, you're still going to defend him?" asked Gwen incredulously.

"Yes, I am," said Trixie sternly. "And I always will. I know he's a good person underneath all that anger. I hope you can all see that someday…."

The Tennysons stayed quiet for the rest of the drive….


Next chapter: Sugar, Spice, and an Alien Device