A/N: Hey there, everybody! Welcome back to the first three-part story arc of the Ben 10 RWBY series. Last time we left off at the revelation of there being a big alien city underneath Bellwood, so let's see how our heroes deal with that, shall we? Not really much else to say at the top of the chapter, so how about we just jump right into things! This is…

Chapter 13: The More Things Change, Part 2

…..

"Okay, so since WHEN was there a whole city full of aliens underneath Bellwood?!" That had been the question on everyone's mind as they all kept running through the streets of said city, the team still following after their perps. Ben, however, had been the most vocal, almost as if his entire worldview had been turned on its head. "I mean seriously, I've lived in Bellwood for ALL my life and not once did I ever think; "Oh hey, there might be another town right beneath my feet"! Just what the heck is going on here?!"

Rook, who was keeping pace with Ben, glanced over to him. "You sound surprised, Ben. At least, considering how long you have been doing this…"

"Well, sorry, but a town underneath my hometown is kind of a life-changing thing for me!"

"Boys!" Right in front of the two, Yang and Ruby were sprinting to catch up with Bubble Helmet, Fistina and Liam, the two sisters laser focused on their targets. "Maybe we should save this conversation for later?" Yang suggested.

"Yeah, right now, we should focus on bringing those bad guys in!" Ruby added. "And maybe even finding who's behind this whole shakedown business!"

Ilia sprinted ahead and pulled out her Lightning Lash, seeing Fistina dart off to the side. "They've got a point. If there's any place the head honcho would be, it's down here. Rook! Let's go after her!" The Revonnahgander gave a single nod before following after Ilia, who used her lash to swing up to the rooftops to pursue Fistina from there.

Ben gave an affirming hum, his mind focusing back on the situation at hand. "She's right. This whole Undertown business can wait. C'mon guys, let's get after them!" He then saw that Liam was going up onto the rooftops while Bubble Helmet stayed grounded, moving into another alley. The hero's eyes then darting over to the team. "Penny, you catch up with Ilia and Rook and intercept Fistina. Ren, Nora, keep after Bubble Helmet!"

"Aye-aye, captain!" Nora exclaimed as she and Ren dashed into the alley after Bubble Helmet.

Penny gave a salute as she activated her Air Heart jetpack, taking to the air while circling back around. "I'm on it!"

That left Ben himself and the two sisters, his head nudging to a catwalk nearby. "And Yang, Ruby, let's get after Liam."

"Already on it, babe!" Yang exclaimed as she pumped her Ember Celica and launched herself up to the roof, with Ruby taking out Crescent Rose and swinging it downward toward the ground. Once the head of the scythe hit the dirt, Ruby unloaded a single shot and propelled herself up to the roof, doing a flip in the process.

Ben couldn't help but roll his eyes. "I love you, Yang, but you're a bit of a showoff!" Ben then ran over to the catwalk and jumped right up, grabbing onto the ladder before pulling himself right up onto the first level. He then went over to the guardrail, got up on it, and then jumped right onto the next guardrail right above it, pulling himself up before swinging his legs back, giving him enough momentum to flip right onto the roof level and continue his sprint.

Yang's eyes widened at what he had just done. "Oh, and I'm the showoff?"

"Guys, banter later!" Ruby said as she continued to chase after Liam. "Chase NOW!" And with that, they were off, pursuing Liam over the roof tops at top speed. As they ran along the rooftops, however, they noticed that Nora and Ren were on ground level right beside them, still chasing after Bubble Helmet. Ruby set her sights back ahead to see a break in the buildings, leaving a gap that she was pretty sure Liam could jump… unless… "Hey! Nora!" The Pink Dynamo snapped her head up to Ruby instantly as she pointed forward. "Could ya give us a blast on that corner?!"

A wild grin came to Nora's face at the request. "You bet your hood!" She took up Magnhild in her hand and shifted it into its grenade launcher form, aiming it for the corner where Liam was coming to. "Hey, Chicken Boy! Let's see if you can fly!" She fired a single grenade at the corner and the force of the explosion sent Liam right up into the air, making him go "BA-KAWK!" as he attempted to flap his arms in a futile attempt to fly. He landed face first on the ground… only for Bubble Helmet to pick him right back up and push him forward, getting him back up and running again.

"Aw, come ON!" Ruby bemoaned as she jumped off the roof along with Ben and Yang, the team regrouping as they chased after the two perps.

…..

As that was going on, Rook and Ilia were in hot pursuit of Fistina, the robotic alien running as fast as her legs could carry her as she plowed through multiple walls to get away from her pursuers. Once she was in a different alleyway, she banked a hard left, just barely avoiding running into an octopus-like alien who shook one of its tentacles at her indignantly. But the alien's problems weren't over as Rook and Ilia came darting out of the building as well, with Rook sliding past the citizen while Ilia leapt onto a wall and rebounded onto its head, to which it chattered angrily at her.

"Sorry! Coming through!" Ilia apologized. The duo kept going before coming to a crossroads, with Fistina absolutely nowhere in sight. "Gah! Darn it, we lost her!"

"It would seem so." Rook affirmed before hearing the sound of engines up above them. The two craned their heads up to see Penny come flying overhead, the redheaded android hovering straight over them. "Ah, Penny, how fortuitous!"

Penny saluted in response. "Salutations, friends!"

"Penny!" Ilia called up. "Do you see Fistina anywhere from up there? We lost track of her!"

The android gave her friend a single nod before moving her eyes upward slightly, scanning around the nearby area for any signs of Fistina. Thankfully, she spotted her rather quickly… and immediately saw that she was approaching a rather tall building. "Take the left path, Ilia!" Penny called down. "And keep going until you hit the tall building! She's right there!" Her engines then kicked back to life. "I'll try to cut her off!"

"Okay, good luck!" Ilia watched as Penny rocketed off toward the building, leaving her to face Rook with a nod. "Come on, we should get after them."

"Agreed." The two continued on foot, headed right for the building Penny mentioned. As they made it to the building, they made it just in time to see Fistina enter it, leading them to follow her right in. They went after her directly up the steps, keeping her in her sights before they all finally made it to the top floor, cornering her. Rook took out his Proto-Tool while Ilia pulled out her Lightning Lash again, aiming them at Fistina. "Plumbers! Hands above your head!"

Fistina smirked and shrugged. "Very well." She raised her hands up… before launching both of them at the duo, who were forced to duck out of the way to avoid them. The hands immediately returned to Fistina who gave a laugh. "Ha! I cannot believe you fell for that!" And with that, she turned right around and jumped out the window, extending her right hand before it launched out of her wrist on a grappling line. The hand clamped down on a far building's roof and she swung right over to it… only for something to come in and hit her hard. "GAH!"

The alien criminal was sent tumbling to the earth below as Penny landed on the roof top, having exchanged her jetpack for her Block Buster boots. She heard the sound of Ilia and Rook swinging in with their weapons and landing right next to her, to which she placed her hands on her hips. "Hm, I cannot believe that she… fell for that." A bright smile came to her face as she realized; "Hey! I believe that was my first wise crack!"

"Haha! Okay, that was pretty funny, Pen!" Ilia praised. "Nice one."

"Indeed." Rook agreed. "Quite the creative use of wordplay. Now come, we must keep up with them!" With that, the three jumped right down, continuing to pursue Fistina… and Bubble Helmet as they went into a nearby tunnel. But before they could enter it, Liam had suddenly crashed through a second story building and landed in the street, scrambling up to his feet before sprinting into the tunnel.

And, just a few short seconds after that, Ben, Yang, Ruby, Nora and Ren all came bursting through the hole that Liam made, the five going right after him. "Get back here ya big, literal CHICKEN!" Nora shouted as she waved her hammer, only to notice Penny, Ilia and Rook. "Oh, hey guys! Didn't expect to run right back into ya!"

The trio fell in line with the other members of the team as they ran directly into the tunnel. "Yeah, didn't we go off in separate directions or something?" Ilia concurred.

"Guess these alleyways all connect to one another." Ben figured as they set their sights onto Liam, who was still lagging behind. "But right now, I've had enough of the chase, so let's stop this chicken's run!" He reached for the Omnitrix and found dialed in the alien he wanted, pressing the core down and transforming in a flash of light. "NRG!" The Prypiatosian-B stopped in his tracks and turned his head up, blasting a heat beam at the roof of the tunnel, making part of it collapse right in front of Liam and cutting him off. "Now! Someone get him!"

"Already on it." Rook said as he pulled out his Proto-Tool once more and shot a bola at Liam, tying up the chicken alien as he went to circle around the pile of rock. Liam went to get up, but once let out a pained cluck as Nora slammed her hammer down onto his back, forcing him back onto his chest.

Nora smirked as she leaned up on her hammer. "Sorry, Chicken Fingers, but you're not going anywhere."

NRG and the others moved up to them, the Prypiatosian-B giving a chuckle. "Heh, excellent work, Nora. And you as well, Rook."

"Thank you!" Nora beamed before sending a serious gaze down to Liam, the others gathering around her. "Alright, bird brain, start squawkin'!"

Yang knelt down and glared hard at Liam. "Yeah, just who's behind these alien shakedowns?"

Liam scowled right back at her… but then his beady eyes widened in shock. "Bawk-bawk-ba-Behind you!"

The Blonde Brawler deadpanned in response. "Wow, really? THAT old trick?"

"Even I would not fall for that." Rook commented. "And this is only my second week on Earth."

However, Ren and Ilia suddenly whipped their heads around, hearing something approaching fast. The two were eventually met with a pair of bright headlights, ones that were approaching fast. "Uh, guys?" Ren piped up. "I think he's telling the truth!"

Everyone snapped their heads up in time to see a red transport vehicle come barreling toward them at top speed, to which everyone immediately jumped out of the way… except for Liam, who was still tied up and on the tracks. Seeing this, NRG immediately went back to make the save. "Uh-oh. Hold on!"

"Ben! Wait a sec!" Yang said as she joined him back on the tracks, the two lifting Liam and chucking him to the other side as fast as they could… but it proved to be a bad call. Because now, THEY were the ones hit by the vehicle instead. Thankfully, NRG was in front of Yang, so all she needed to do was grab onto him the moment he came flying toward her. …Didn't stop the impact from hurting though. "GYAAAAH!"

"BEN! YANG!" Ruby cried out as she watched the couple get pushed down the tracks, which were being torn up by NRG's feet. At the same time, however, she remembered Liam and whipped her head around… only to see that he was nowhere to be seen. "…Crap baskets."

Meanwhile, NRG and Yang were still being pushed down the track by the large vehicle, the latter clinging to NRG's back for her very life while the alien kept his hands secured and his feet planted on the ground, hoping to stop the transport. Thankfully, there was an alien in the front seat of the vehicle, one that was somewhat egg-shaped and hand a pink, wrinkly face. "Hey—GAH! Stop this thing, will ya?!" Yang barked over the sound of the engine.

"I can't!" the alien replied. "Ya blew out my brakes!"

"Yeah, when YOU ran US over!" NRG argued back. In no time at all, the couple quickly felt natural light hit their backs again as the transport continued to fly right out of the tunnel. Thankfully, though, NRG was finally able to bring it to a stop… but his own momentum was still going, causing him and Yang to be send careening back into the local marketplace. NRG slapped the Omnitrix as quick as possible to avoid crushing his girlfriend before landing on his back, now in human form once again.

Ben screwed his eyes shut upon impact, feeling the pain shoot up his spine. "Ugh, well, it's better than hurting—OOF! …Yang." Just as he mentioned her, Yang came falling down right onto Ben's chest, sending the wind right out of him. Thankfully, it hurt less this time, namely because of the… added padding.

Yang propped herself up on her elbows, gritting through the pain as she grinned to her boyfriend. "Did someone mention me?"

"Yeah, you okay?"

"A little banged up, but fine for the most part." Yang said before sending Ben a sly grin. "…But I must say, this position seems VERY familiar."

Ben raised a brow back at her, his own amused smirk coming to him. "Yeah, hey, why isn't it ever YOU that ends up on the bottom? That's what I'm wondering."

"Ah, c'mon, it's not that bad." Yang rolled her eyes as she lifted herself off of Ben just slightly to give him a better view, her smirk becoming seductive. "Besides, don't act like you don't enjoy being at this angle, mister."

Ben blushed and quickly moved his eyes away. "I will refrain from answering that right now." He heard Yang belt out a laugh, one that he had come to love, before noticing the transport vehicle drop off a bunch of aliens. The driver announced its next stop and it started back up again, zipping down a street at high speeds. "W-Wait!" Ben reached out. "You don't have any brakes!"

The Blonde Brawler chuckled and gave a shrug. "Eh, it'll come to him." She pressed herself back down to him and placed her hands on the sides of his head, bringing his own focus back to her. "So, where were we?"

"I… think we were chasing some perps." The hero saw Yang pout a little, and he realized that's not what she meant. He moved his hands up to the small of her back and immediately saw a change in her expression. "…But I'm thinking you're getting at something else." Ben smiled.

Yang chuckled and leaned forward until her lips were practically brushing up to her boyfriend's. "Hmhm, glad to know you're not THAT dense, Green Boy."

"AHEM!" The couple were brought out of their moment and whipped their heads up to see Ruby, Rook and the others all staring down at them, with Ruby crossing her arms with a questioning gaze. "Listen, guys, as much as I love the lovey-dovey moments that you two have, I don't think now is the right time for it."

Rook nodded down to the couple. "She is correct. Now is neither the time for the "lovey" nor the "dovey"." He placed a hand to his chin in thought. "Though I am unsure what an earth bird has to do with this."

The team all deadpanned at that and Yang let out a sigh, her lips turning down to a frown. "Yeah, guess you're right, Ruby." She stood up and helped Ben up to his feet… only for her to yank him over so she could whisper; "But we WILL finish that later."

"Definitely." Ben approved before going back to the team. "So, where's Liam?"

"Gone." Ilia shook her head. "The moment you guys tossed him out of the way, he just disappeared. We haven't seen him at all."

Yang snapped her fingers. "Damn! And here I thought we were getting somewhere." She placed her hands behind her head and let out a sigh. "So, what now? We've got no leads, all of our perps managed to get away, and we don't even know where to start searching for them in this giant underground city."

"Perhaps not, but maybe if we begin asking some of the locals if they had seen any suspicious characters, we will be able to close in on them much faster." Rook suggested.

Nora rubbed her hands together eagerly. "OOH! We're doing some interrogation? Sweet!" She raised her hands eagerly. "Ooh! Ooh! Can I be "Bad Cop"?"

However, Ren cleared his throat. "Er, we're not interrogating civilians, Nora. We're going to do some investigating first. If we're able to locate one of the criminals, THEN we can interrogate them."

"Ohhh… can I still be "Bad Cop"?"

"If you want to, yes."

Nora clapped her hands excitedly as the group began to walk down the street, their eyes scanning the crowd of aliens for any sign of their perps. But as they went, they couldn't help but be completely blown away by what they were seeing. A whole community full of different kinds of aliens all in an underground city beneath Bellwood. It was almost too much to believe. Ruby glanced over to Ben and raised a brow. "So, you're absolutely sure that you didn't know about this place, Ben?"

"Positive. This is the first time I've ever been down here." Ben folded his arms as he pondered this revelation. "And I'm honestly still wondering WHEN this place was built."

Rook piped up at that. "More than likely, it was when Earth first became an open system. So I would say… a few years back."

"Man… and here I thought I knew everything about my own town."

"Every place has its secrets, as I have learned." Rook continued, a smile coming to his face. "I must say, though, this is far more exciting than being stationed on Revonnah. The most exhilarating thing to do there is keep rodents out of the grain silos."

Ren blinked in shock and stared at Rook incredulously. "Wait, so… did you learn to fight the way you do… by protecting alien wheat?"

"On Revonnah, the rodents run fairly large." Rook explained.

Ben put a finger to his chin. "Huh, so rodents of unusual size DO exist…" He received plenty of confused glances at his remark. "…Remind me to show you guys "The Princess Bride" sometime."

Yang grinned as she set her sights on all the different vendors in the marketplace, her curiosity piqued as she saw what they were selling. "Well, whenever this mission's done, we should take a walk around the place, see what it has to offer, ya know?"

"A sensational idea!" Penny agreed… only to notice that a certain chameleon girl was giving the whole area a more serious look, almost as if she weren't impressed. "…Ilia? Are you alright?"

"Hm?" Ilia perked up and quickly apologized. "O-Oh, sorry, Penny. It's just… well, this really doesn't feel right." She gazed out to the market, seeing alien children all playing happily while their parents shopped. "Yes, this place IS incredible, but… it reminds me a bit too much of Menagerie."

Everyone was rather surprised at the revelation, though they could see where Ilia was getting at. "Hm, yes, it DOES feel a lot like it, doesn't it?" Ren agreed. "A place where aliens can live their lives without the fear of humans ostracizing them? Yeah, sounds very familiar."

Rook tilted his head a bit, though. "I apologize, but… what is this "Menagerie" you're talking about?"

Ilia pursed her lips, recalling the place where she once called home. "It's… it's the homeland of the Faunus. Or at least, that's what it's billed as. It's a small island continent that was given to the Faunus for their service in the Great War that happened eighty years ago." Her brows furrowed as she crossed her arms. "Many Faunus were happy with what they were given… but almost AS many were unhappy, taking note that Menagerie was a mostly barren dessert. They saw it as the humans giving them just a small piece of land so that they could confine them all onto it… and in some cases, that was true."

Rook's eyebrows rose up at that. "Oh, so like the Earth continent of Australia, then? Interesting…" He gestured around him to all of the aliens in the marketplace. "So you are saying that because all of these aliens are in Undertown, it has shades of the land the Faunus were given?"

"Yes." A sigh escaped Ilia's lips as she spread her arms out. "And honestly, the fact that aliens and humans still have plenty of tensions with one another… it reminds me a LOT of the situation between humans and Faunus in Remnant." She crossed her arms again and lowered her gaze. "I wish something could be done about both of these situations…"

"Believe me, Ilia, so do I." Ben concurred. "But unlike humans and Faunus, aliens are still a relatively new thing on Earth, at least when it comes to the public knowing about their existence. They don't have the benefit of living amongst humanity for hundreds of years like the Faunus… and even if they did, I'm not sure if things would be any better for them."

A hollow chuckle came out of Ilia's throat. "Speaking from experience, I think I can safely confirm that…"

Penny came over and set a comforting hand on Ilia's shoulder. "Ilia, I understand where you're coming from, I truly do. But to my knowledge, these things take time, patience, and persistence." She poked the chameleon girl with her finger. "You definitely have one of those, but keep the other two in mind. One day, I'm sure that both Faunus and aliens will be able to live among humankind without the fear of prejudice."

"Yeah, chin up, Ilia!" Ruby supported with a big grin. "I'm sure we'll get there one day. But like Penny said, it will probably take a while." She pumped a determined fist. "And I'm sure that you, Blake, her parents and Sienna will all work hard toward that goal, right?"

Ilia's smile slowly came back and she nodded with a giggle. "Hehe, yeah, you're right girls. Thanks for that. So Ben, where should we start searching?"

"Well, the best place to start is to start asking questions." Ben spread his arms out the crowd. "I mean, we've got a whole BUNCH of people out here. One of them has bound to have seen Bubble Helmet or his lackeys somewhere, right? Now come on, let's start investigating…" And with that, the team split up into separate groups, with Ben, Yang and Ruby breaking off into one. They roamed across the market until they came upon a rather… interesting vendor.

"TENTACLE ON A STICK!" The trio were taken aback by the gruff-sounding voice coming from a rather small alien, one who resembled a pink rabbit with a football-shaped head and yellow slits for eyes. And oddly enough… he sounded kind of like Bobo. "Get yer tentacle on a stick here! Slimy, slippery, with or without suckers!"

Yang and Ruby both couldn't help but gag. "Ugh, and here I thought your grandpa's cooking was bad, Ben." Yang commented.

"Yeah, I think we're gonna find a LOT of odd foods down here." Ben said before approaching the vendor. "Excuse me sir, do you think you could help us out with something?"

"Does it involve buying one o' my tentacles?" the bunny vendor asked.

"…Possibly."

The vendor leaned forward. "Alright, ya got my attention, whaddya need?"

Ben crossed his arms and gave a shrug. "We're searching for a group of suspicious-looking aliens. A guy in a robotic suit with a bubble over his head, a large robotic lady with a domed head, and a chicken dude. Have you seen anybody like that?"

The rabbit alien perked up at the last one. "Ah, Liam? Yeah, he's a regular. Bought a tentacle just a few minutes ago. Seemed to be in a bit of a hurry, but hey, not gonna turn down good customer service."

"Do you know which direction he went?" Yang added. "We wanna have a word with him."

The vendor jerked his thumb down the street. "Yep, booked it right down the street. You could probably find him at—wait." He leaned forward as his eyeridges furrowed a bit. "Just who wants to know 'bout all this?" The alien saw the trio glance toward one another before directing his gaze down… and seeing the Omnitrix on Ben's wrist. "Hold up a sec! Yer Ben Tennyson! Meanin' you three are with the Red Spots!"

"W-Wait, we're with the who?" Ruby asked.

"The Plumbers, who else?!" In the blink of an eye, the vendor closed up his entire storefront and jumped right onto the alien bike that was at the front, pulling on a headpiece that went over his whole head save for his eyes. "No way, I ain't gettin' mixed up in dis even if ya paid me! No way, no how!"

Before he tried to leave, though, Ruby desperately tried to get more answers out of him. "W-Wait! We just need you to tell us where Liam is and then we'll leave you alone, promise!"

"Who's Liam? Never heard o' him." The rabbit alien said before starting up his bike. "No good Red Spot Plumbers…" he mumbled before zipping off down the street.

Left in a cloud of dust, Ben, Yang and Ruby stared after him, the trio quite visibly upset that their investigation had gone sound. "Well, THAT wasn't how I was hoping it'd go." Ben placed his hands on his hips with a small grin. "…But at least I didn't have to buy a tentacle from that guy."

Not too far away, Ren and Nora were making their way through the crowd, the two wondering just who to ask first. But then, at that moment, Nora spotted a familiar figure in the crowd… or so she thought. At first, she thought it was Helen, but upon second inspection, it was in fact a different Kineceleran. This one appeared to be older than Helen and was wearing a green dress and head bandana over her head, and she was shopping at a small vendor that had alien fish on display. "Ooh! Ren, let's ask that XLR-8 lady!"

"A Kineceleran, I think they're called." Ren noted.

"Same thing!" Nora said as she rushed both her and Ren over, pushing him while his heels dug into the ground. The Kineceleran woman turned her head toward them in surprise before Nora gave her a wave. "Hello, ma'am! Nice day, isn't it?"

"O-Oh! Why yes, it is!" the Kineceleran smiled back. "Humans in Undertown? …And friendly ones at that? My, that's a rare sight. So, what can I do for you nice young people?"

Ren cleared his throat and started. "Well ma'am, we're actually on the lookout for a trio of criminals. An alien in a bubble helmet, a robot woman with a domed head, and a big chicken. Have you seen anyone fitting that description?"

A gasp escaped the woman's throat. "Oh, yes actually, I have." She pointed to another vendor just across the way, one who was selling electronic repair kits. "The robot woman you were talking about stopped there to pick up some repair tools and then she ran right down the street. Not sure where she was going, but it seemed like she was in a hurry."

Nora clapped her hands together once again. "Ah-ha! Yes, that sounds like her! Thank you very much, Miss…"

"T8-M" The woman introduced herself, pronouncing her name as "Tatum" as she bowed her head to them. "And you're very welcome. Now, if you'll excuse me, I—"

"Mommy, Mommy!" The three craned their heads down to see a smaller Kineceleran approach them, this one in a pink jacket and with a helmet that resembled a bob-cut. She went up to T8-M and proudly proclaimed; "I got a bloody nose!"

Nora raised a brow at that, seeing that there was no blood on her face. …In fact, the girl didn't even have a nose. She gave a chuckle and bent over to lock eyes with the girl. "Hehe, sweetie, I-I don't really think you have a…" The Pink Dynamo trailed off when she saw the girl lift up a brown paper bag… that had a visible stain at the bottom of it that was oozing a red liquid. Nora and Ren's jaws dropped in utter shock as the Kineceleran licked her lips, something that T8-M took notice of.

"O-Oh my goodness! I am SO sorry!" T8-M apologized as she took the bag from her daughter. "B-Believe me, it's NOT a human nose. Trust me." She eyed her daughter with a questioning gaze. "And young lady, did you REALLY expect me to cook this for you here?" She pointed to Nora and furrowed her eyeridges at her daughter. "Now apologize for scaring her, little miss."

A guilty expression came to the little girl's face as she went over to Nora and bowed her head. "I'm sorry that I spooked you, miss."

"O-Oh, it's alright." Nora assured, her smile returning. "I-I was just a bit shocked is all. What's your name, sweetie?"

The Kineceleran girl brightened up at the question. "ML-E!" she answered, pronouncing it like "Emily".

"Well, ML-E, my name's Nora." The redhead gestured toward Ren, who gave a small wave to the little girl. "And this is my friend Ren. It's nice to meet ya!"

ML-E nodded enthusiastically. "Nice to meet you, too!" A gasp escaped her lips as she bounced up and down. "Ooh! You seem like fun! Wanna come play with me and my friends?"

Nora blinked at that before returning the smile. "O-Oh, we'd love to, b-but we're kinda busy at the moment. …Maybe another day?"

"Sounds great!" ML-E cheered. "If you're ever free, meet us over by the park, okay?"

"Sure!" Nora agreed before thinking; 'As soon as I find out where the park even IS.'

It was then that T8-M stepped back in, giving a small chuckle as she took a hold of ML-E's hand. "Hmhm, well, I'm very glad that all that is settled. But still, we really must be going." She waved to the duo as she pulled ML-E along with her. "It was nice meeting you Nora, Ren. And good luck with finding that lady. Say bye now, sweetheart."

ML-E waved back as hard as she could as her mother pulled her along. "Bye-bye!"

"Bye! Have a nice day!" Nora waved back, with Ren doing the same in silence. Once they had disappeared into the crowd, Nora placed her hands on her hips. "What a nice family!"

"Yeah, they really were." Ren agreed before turning toward the direction that T8-M had indicated for them. "Now come on, let's see if we can track down Fistina."

…..

As that was going on, Rook, Ilia and Penny were searching in their own group, the three wandering about the marketplace as they wondered how to start their investigation. "This place is absolutely massive." Ilia said as a huge alien passed by her, one that was both humanoid and amphibious with a webbed fin on the back of its head. "Where do we even start questioning?"

"I'm not too sure myself." Penny admitted. "Just about anyone could have seen where they went, so…" She trailed off when she saw Rook striding forth with purpose, a focused expression on the Revonnahgander's face. "Uh, Rook? Where're you going?"

They watched as Rook stepped right up to… a young Lepidopterran boy holding a purple balloon with green polka dots. Oddly enough, the balloon also seemed to have eight… tentacles on its sides. And, odder still, Rook didn't even peer down to the alien boy's eye level as he spoke to him. "Excuse me, we are Plumbers working a case. Have you seen any suspicious characters around?"

Penny and Ilia blinked in confusion. "Um… has Rook lost it?" Ilia asked.

"Depending on your definition of "it", I—" Penny cut herself off when she saw the balloon suddenly sprouted eyes and a big, toothy-grinned mouth from out of nowhere, making both girls jump and yell in surprise. The balloon pointed one of its tentacles down the street as it smiled up to Rook, leaving both Penny and Ilia flabbergasted. "…Okay, perhaps Rook is more mentally sound that we thought."

Ilia slapped her forehead. "I don't think I'll ever fully understand all these different aliens."

Not too far away from them, Ben, Yang and Ruby had continued down the street, hoping that their own investigation would bear some fruit for them soon. Along the way, they passed by vendors selling all kinds of things, most of which was alien food that made their stomachs churn. But still, there WERE some… unique vendors as well. "Tube socks!" a small, trash-can shaped robot called out. "Come and get your tube socks! Two a pair, three a pair, guaranteed to fit ANY tube!"

Ruby raised a brow in the robot's direction. "Do you think aliens even know WHAT socks are supposed to be for?"

"Eh, I've learned that aliens can find all SORTS of unconventional things to do with human stuff." Ben shrugged. "Did ya know that they use underwear as hats? …And NOT as a joke?'

Yang couldn't help the amused smirk that crept onto her face. "Hehe… now I'm picturing one of YOUR aliens doing that. Haha!"

Ben rolled his eyes and nudged her with his elbow. "Goldie Locks, there's a ton of stuff I'd do for you… and somehow, you're probably gonna get me to do that at some point, too."

"Heehee! You know me so well." Yang giggled as she hugged Ben's arm close to her chest."

Ben let out a sigh and hung his head a bit, though he still smiled all the same. "The things I do for love."

"GET YOUR PROTOZOAN SMOOTHIES!"

Immediately, Ben's ears perked up and he stopped dead in his tracks, making Yang almost trip up with how abrupt it was. The hero glanced back around to the source of the voice. "I'm sorry, but did someone just say "smoothies"?"

Ruby's lips pursed as she recalled the first word that the vendor said. "And did he say… "protozoan"? What's that?" The group went over to the vendor who was selling said smoothies; a large, slug-like alien that had multiple stubby arms going up and down his body while his face was elongated and had a trunk. They saw a customer step up to him and, without warning, the vendor reared his head back, his trunk expanding before leaning forward and producing a large, purple blob from it, which he spat out in his hand. The trio stared in disgust as the vendor stuck a straw in the purple glob and handed it to the alien customer, who began drinking out of it with no hesitation. "…I now wish I didn't know what a protozoan was."

"Yeah, I don't think that's safe for ANY of us to eat." Yang nodded.

"AAAAAAAIIIIEE!" Everyone in the market place stopped what they were doing and whipped their heads up at the loud scream they had just heard, before all of a sudden, something crashed straight through one of the stores. A cloud of dust was kicked up as a result… and from out of it stepped a rather large creature.

It was a quadruped with long yet powerful legs, each of which ended in a foot that each had three long, sharp, blood red claws. Each leg also had a set of matching red spines on them as well, which appeared to be equally threatening. Its body was long and slender, predominantly white with a black stripe going down its back and its tail… along with even more sharp, red spines. There was even a sharp blade at the end of its tail as well. Its face was rather short and stumpy compared to the rest of its body, with four piercing red eyes that glared at everyone. And what's more, its teeth were quite sharp… and its gums were jutting straight out from its mouth as well, giving it an even creepier appearance in the process. GYAAAAAHH! It let out a belting roar as its head reared up to the sky, causing everyone in the marketplace to start screaming and running for their lives.

"…Oh no." Ruby muttered as she took out Crescent Rose. "Not again! What even IS that?!"

"Looks like some sorta bug… lizard thing." Yang guessed. "A Buglizard, let's go with that." She activated Ember Celica and raised her fists. "Guess we're fighting another monster!"

The Buglizard let out another roar as it began barreling down the street, with Rook, Ilia and Penny making an effort to keep the young Lepidopterran and balloon creature that they were talking to safe. It began charging at Penny and Ren next, the two taking out their weapons… only for it to jump straight over their heads, much to their surprise. "Hey!" Nora shouted indignantly. "What's the big idea?!"

With that, the Buglizard bounded right over to Ben, Yang and Ruby… thought it seemed to be focused right onto Ben. It went right up to him and began growling in his face, the hero snapping his head back as he felt its… rather putrid breath hit his nostrils. "Ugh… do I know you?" But then, he took notice of something else… namely the spiked collar that was around its neck. "…Okay, maybe I do."

"BEN!" Penny called out. "It's the same creature that attacked us this morning! I'm getting the same energy signal from it!"

Without warning, the Buglizard suddenly pounced at Ben, only for Yang to pull him away at the very last second. The beast crashed into the stand that was right behind them as the couple and Ruby quickly moved away from it. Ben let out a breath and smiled at his girlfriend. "Hah, thanks for the save."

"Don't mention it!" Yang smashed her fists together. "Now let's take whatever this thing is down!"

Ben nodded and set his sights back on the Buglizard, the monster emerging from the wreckage. 'A predator with the ability to transform into other predators? But if that's the case, then… how is that possible? And more importantly, who sent you?' Those thoughts would have to wait until later, though, as Ben reached for the Omnitrix, glaring right back at the Buglizard. "You're not the only one who's able to transform here, ugly!" Ben brought up the Omnitrix, quickly finding Humungousaur's icon. "It's Hero Time!"

With that, Ben pressed the Omnitrix core down and charged right at the Buglizard as he transformed in a flash of light… only to get smacked away by the beast's tail right as he finished changing. "BEN!" Yang and Ruby shouted as they saw the hero get sent flying into a different stand. But most noteworthy of all was… that he wasn't Humungousaur.

Instead, a certain Orishan was seen getting up from the wrecked stand, and he immediately saw his own reflection in a piece of glass. "Gah, Water Hazard?!" The hero threw his arms up to the sky. "Oh, come ON! I was SUPER gentle that time!" He glared down to the Omnitrix on his chest. "What, do you just have something against Humungousaur now?! Wasn't Four Arms enough?!" Before he could react, however, the Buglizard came barreling toward him, his green eyes widening. "Oh… not good."

But then… BANG! GYYAAAAHH! The Buglizard roared in pain as it was shot right in its left side. The bullet hadn't pierced its skin, instead hitting one of its spines… but the fact that it sent an intense electric shock through it made it scream in agony. Water Hazard turned his head to see Ruby aiming Crescent Rose at the beast, the Silver-Eyed girl calling out to him; "Ben! Now's your chance! Run!"

"GRAAH!" Just then, Yang propelled herself forward again and punched the Buglizard right in the face with Ember Celica, with a Fire Dust round unloading near its mouth. The alien predator was sent sprawling back as Yang kept firing multiple shots at the beast to keep it at bay. "Get it together, Green Boy! We gotta protect these people!"

Water Hazard took note of all the fleeing aliens and immediately got up, balling his fists in determination. "Right! Besides, I can make Water Hazard work with this." He ran right over to the battle, raising his palms up before giving Yang and Ruby a warning. "Girls! Clear out! I'm gonna try drowning this thing!" The sisters dispersed without question, the Buglizard shaking its head as it tried to drown out the pain it was feeling. Seeing Ben, however, its four eyes sent a piercing glare at him before roaring in challenge at him. "Yeah, that's right, it's ME you want, right ya ugly bastard? Well then, I say…" The port holes in Water Hazard's hands opened up. "EAT H2O!"

BWOOSH! From both of the Orishan's palms, a torrential wave of water came flooding out right at the Buglizard, almost as if a tsunami was washing through the streets of Undertown. But the alien predator was quick on its feet, lunging up into the air to avoid the incoming water and pouncing right at Water Hazard. However, what it didn't count on was a certain pink and black blur to enter the air with it.

"Oh no ya don't!" PING! With one swift swing of her hammer, Nora sent the Buglizard straight back down into the water, the beast getting washed away in the massive current. She landed next to Water Hazard and shouldered her hammer. "No thanks are necessary, Ben!"

"Heh, gonna give you one anyway, Nora." Water Hazard shook his head. "Thanks for that." After a few more seconds, Water Hazard stopped flooding the streets of Undertown and lowered his arms, craning his head up to Yang and Ruby, who were on top of a nearby stand. "Alright ladies, you're good!"

The sisters jumped down and reconvened, with the rest of the team joining them as well. "Hah, nice work, Green Boy." Yang commended. "Really gave him a good washing there."

"And he NEEDED it." Ruby waved her hand in front of her face. "Did ya smell that thing's breath?"

"Yeah, almost seemed kinda familiar…" Water Hazard pondered before raising his head up. With the water having either washed away or soaked into the ground, the Buglizard became visible again, its unmoving body lying on its side with its eyes closed. His eyes narrowed at the collar and he found his resolve to get some answers. "You guys stay here. I'm gonna try and see what this "transforming predator" thing is all about."

Ren sent a concerned gaze to the Orishan. "You're sure that you don't want help?"

Water Hazard paused in mid-step before considering his options. "…Actually, yes. Yang, Ilia, Penny, come with me."

And with that, he kept going, leaving the three ladies surprised. The chameleon girl and redheaded android sent Yang a questioning face, to which she could only shrug back. "He must have SOME kind of idea." the Blonde Brawler figured.

"Yeah, I guess." Ilia nodded as the trio pressed forward.

Once the four of them had made it over to the Buglizard, Water Hazard lowered himself down and peered at the hexagon-shaped piece that was on the predator's collar. He craned his head back to Penny and pointed at it. "I'm guessing that this is the thing that's giving off that Omnitrix-like signal?"

"Indeed." Penny nodded. "It's somewhat different, but at the same time, it's giving off some sort of energy that's very similar to when you transform."

"Any idea of what this thing really looks like?"

Penny shook her head. "Not sure. All I know is that it's true form must be significantly smaller. The only way to be sure is to remove the device."

"That's what I was afraid you were gonna say." Water Hazard sighed before focusing back on the red and silver device. "Well… here goes nothing." The Orishan extended his hand to the collar… and not two seconds later, the Buglizard's eyes snapped open. "Oh shi—IT!" Within a single moment, the Buglizard got up and pounced onto Water Hazard, the beast wrestling him to the ground.

"BEN!" the three girls shouted as they readied their weapons.

But Water Hazard raised his hands. "Wait! Wait! Give me a sec!" He pointed his palms up to the Buglizard and unleashed two more powerful blasts of water, sending the predator up and off of him while dousing it in even more water. "Alright Yang, NOW!"

"On it!" Yang jumped high up onto the air and socked the Buglizard right in the gut, making all of its eyes bulge out of its head as the wind was knocked out of it. Using the rest of her momentum, Yang did a midair flip and delivered an axe kick right to the Buglizard's side, making it go back down to earth. "Ben! Back to you!"

On cue, Water Hazard blasted the Buglizard again, the water making it sail right across the ground and soaking it again. "Now! Ilia, give it a shock!"

Ilia's eyebrows rose at that, now realizing what Ben's plan was. "Ah! Smart idea, Ben!" Ilia rushed forth and pulled out her Lightning Lash, whipping it at the beast so that it wrapped around its tail. She pulled the trigger on her weapon and send a huge surge of electricity into it… and it let out a loud wail of pain as a result.

"Good!" Water Hazard approved. "Now Penny, send it for a ride!"

In an instant, Penny activated her Mechano-Crushers, the large arms lifting her off the ground. "I'm on it, Ben!" she saluted before calling to her friend; "Ilia! Allow me to take this off your hands!" Ilia grinned and nodded to her, pulling her Lightning Lash back and relieving the creature of its pain… for about two seconds before Penny smacked it away with a single hit. …Unfortunately, though, she wasn't looking where she was hitting and sent it flying right to the others. "AH! Ruby! Guys, watch out!"

Ruby, Rook, Ren and Nora were immediately on alert, the creature glaring down at them as it collected itself and landed on all four feet. It immediately made room between it and its adversaries, keeping its gaze laser focused on the four of them with a low growl. "Uh, hehe…" Ruby chuckled nervously. "Nice Buglizard! Good Buglizard!"

"I do not believe giving it praise is going to work." Rook noted.

"I can HOPE!"

As if on cue, the Buglizard sprang forth and began breathing out a rather noxious gas from its mouth, not only blinding the group, but also making it hard to breath for them as well. "Hak-Hak!" Nora coughed. "Oh come ON! HAK-HAK! You've gotta be kidding me!"

Ren had lifted his shirt up over his mouth and nose, his eyes squinting as they began to water. "Nora?! Ruby?! Where are you?!"

"REN!" Ruby cried out. "I'm right here, I—GYAH!" GROOAAAUUGH! The Buglizard belted out a roar as it leapt from out of the gas and tackled Ruby to the ground, pinning her beneath all four of its paws. It lowered its face to her and growled menacingly, the Hooded Huntress feeling all of the color practically drain from her face. "Heh… n-n-nice Buglizard?" But all the predator did was roar in her face again… or it WOULD have if an energy bola hadn't flown in from out of nowhere and wrapped around the beast's muzzle. "Huh?!" Ruby snapped her head to her right and a relieved smile spread across her face. "Rook!"

The Revonnahgander came sprinting toward her with his Proto-Tool ready, having changed it into bo staff mode. "Ruby, hold on!" Rook leapt up and twisted himself in the air to deliver a sharp kick to the Buglizard's face before landing and swinging his staff around, slamming it in its face for a second, even sharper impact. Rook extended a hand down to the Hooded Huntress as the noxious gas finally began to dissipate. "Are you alright, Ruby?"

"Hah, yeah, thanks for the save." Ruby bowed to Rook as everyone began to group back up, forming a circle around the Buglizard as it struggled with the energy tether around its mouth. Ruby pulled up Crescent Rose and took aim at it. "Nowhere left to hide now!"

It was then that the beast managed to snap its binding and growled at all eight of its opponents, taking a combative stance with its glare unrelenting. But, unbeknownst to any of the team, there was a lone figure standing in the shadows not too far away, having observed the entire fight from afar. The tall figure's red eyes narrowed at the heroes before saying to himself; "Eight against one… hardly sporting." He raised his head and emitted a high-pitched whistle from the holes in his lower jaw, calling the beast back to him.

Back in the open, the Buglizard's head perked up slightly at the sound that graced its ears, its mouth opening once again to let out another huge cloud of noxious gas. "Oh no, not again!" Yang shouted as she charged after the beast… only to find that it was gone within seconds of the cloud dissipating. "GAH! Crap, it got away AGAIN!"

Penny did a quick scan of the area, seeing no trace of the beast or the signal either. "And I'm not getting the signal from its collar either. We've lost it again."

"Damn." Water Hazard said before transforming back into Ben. "Well, guess that's two times in a row today. Meaning now, it can't be a coincidence."

Ruby raised a brow at that. "What do you mean, Ben?"

"Whatever this thing is, it must have a connection to this protection racket." Ben deduced. "I'm guessing that this transforming predator must belong to whoever the head honcho behind the whole thing is and they're sending it after us to make sure we stay off the trail."

The whole group took in the hero's words as Rook placed a hand to his chin in thought. "Hm, that is quite the strong possibility. Though I must admit, a transforming predator does seem to be somewhat… bigger than a simple protection racket."

Ben nodded at that. "Very true, but there's also the possibility that whoever's behind this has even BIGGER goals than just the protection racket." The hero cupped his hands together. "In my experience, a lot of villains like to start small before blowing out into bigger things." He spread his hands out for emphasis before pointing them at the Revonnahgander. "Guaranteed, once we find the big bad, he'll say; "Ben Tennyson?! Here to ruin my master plan?!". Then he'll freak out and send all of his forces after us… in which case, I hope we'll be getting that backup soon."

The whole team stared at Ben in surprise before Ilia piped up. "Wow… you really HAVE done this hundreds of times before, haven't you?"

"And that is no exaggeration." Ben grinned. "So, anyone have any luck in their investigations?"

Nora smiled and raised her hand. "Ooh! Ooh! A nice XLR8 lady said that she saw Fistina!" She pointed down the now empty street. "She said that she purchased something and went down that way."

"Sounds about the same thing that bunny guy told us before he so RUDELY left us in the dust." Yang grumbled. "Said that Liam purchased a tentacle on a stick from him before going in the same direction."

"…I'll pretend what I just heard was normal." Ren commented.

"Trust me, it's not." Ruby shook her head.

Penny raised her hand. "Ooh! We had a rather pleasant talk with a balloon who saw Bubble Helmet! AND he knew exactly where he went!"

"And that's even LESS normal!" Ruby threw her head back before realizing what Penny just said. "Wait, what was that last part?"

"She is correct." Rook confirmed. "Our investigation turned up quite the lead. Come, follow us." With that, Rook, Penny and Ilia all took point, leading the team down the street and to yet another unknown part of Undertown.

"Gotta admit, didn't think we'd be getting THIS clear of a lead. But hey, not complaining." Ben mused to himself before muttering; "I just hope that Grandpa was able to get in contact with Rex and the others…"

…..

Meanwhile, up on the surface at the Bellwood Mall, a certain EVO was laid out on a small bench in the massive complex with his hands behind his head… and he was fast asleep. He HAD changed out of the blue suit he had worn earlier, though, returning to his signature red jacket, blue and white t-shirt and black jeans. However, said blue suit was currently sitting in a gift back right next to him… because what was once a rental was now his to keep due to the insistence of his girlfriend.

"You're keeping that suit." Weiss had said so matter-of-factually. "You look too good in it NOT to keep it." Thankfully, she had paid for half of it herself while he got the other half. Why she was so insistent on having him keep it, he wasn't sure, but it must've been for a good reason.

'Does she really think I look that good in it?' Rex wondered subconsciously to himself. 'Because if so… maybe I should wear suits more often. …Though I'll probably never get back into Six's wardrobe again.'

At present, though, he was currently catching up on a bit of shut-eye while Weiss, Coco and Velvet all went on a shopping spree, buying the necessary materials for the celebration party for Swift's parole. …Along with a few other things that drew their interest. Rex wouldn't be surprised if Weiss came back with a whole mountain of clothes in her hands. '…And she'll probably want me to carry it all back to the house. …Worth it.'

Suddenly, a small buzzing in his pocket made his eyes pop open, his chocolate brown orbs glancing down to his pants. He sat up with a yawn and reached into his pocket, pulling out his cellphone. He took a glance at the caller ID, however, and his brow raised up. It wasn't any number he recognized, making him suspicious right away. Was it spam? Or was it one of his friends? 'I never DID put their numbers in here… eh, take a chance, why not?' He pressed the answer button and brought it up to his ear. "Hola, you've reached Rex."

"Ah, Rex!" a familiar voice said in relief on the other end. "Am I glad I finally got a hold of you."

Rex blinked in surprise. "Max? Hey, what's up? …And more importantly, how'd you get this number?"

"I asked Six." Max answered. "And once he heard why I needed it, he was more than happy to give it to me."

"I see…" Rex admittedly thought that sounded a bit suspicious… 'Why didn't Six just call me himself, then?' But in the end, he decided not to question it and continued the small talk. "So, how's the job hunting for Swift going?"

"Well… on that end, it's going well." Max said with a bit of hesitancy. "Mr. Baumann is having her fill out an application as we speak. But Rex… we ran into a bit of trouble on the way here, and it's quickly found us."

Rex's brow furrowed as his attention was now on high alert. "What kind of trouble?"

"Right as we were about to leave the base, a building collapsed on the other side of town." Max explained. "Thankfully, no one was hurt, but the building itself was where an alien business man had set up shop… and it seems the place collapsing was part of a shakedown racket. The store owner didn't have any taydenite to give, so the racketeers brought the place down."

"Oof, sounds bastante malo."

"It gets worse." Max continued. "There was an alien predator at the scene of the collapse, and according to some analysis from Penny, it had a device around its neck that was similar to the Omnitrix." This made Rex's eyes widen in shock. "Whatever that predator was, it has the ability to transform into different predators, or at least that's the popular theory."

Rex stood up with a resolute face. "Gotcha, so I'm guessing that you'll need our help on the double, right?"

"Correct. We managed to stop the racketeers from destroying Baumann's store, but they managed to get away into the sewer system. I'll provide you with a tracking device so you can find the team when you get here."

The EVO rolled his eyes. "Ugh, it's always the sewers, isn't it? Alright, we'll be there on the double. Rex out."

The moment he hung up the phone, he heard the voice of his girlfriend call out to him. "Hey, there you are, Sleepy Head!" Rex turned around and came face to face with Weiss, Coco and Velvet, all of them smiling at them. "Great timing, too!" Weiss beamed. "We JUST got finished with our party shopping."

"And CLOTHES shopping!" Coco said as she lifted up the rather hefty bags she was carrying, no doubt filled with clothes. "My god, I did NOT think that Earth had such awesome clothing stores. I gotta take Tech Head on a shopping spree sometime soon because hot DAMN, I saw some nice things he'd look fantastic in!"

"That's great gals, but I'm afraid I've got some bad news." Rex spoke up, getting the trio's attention. "I'll explain on the way, but the short story is that Ben and the others may be in trouble and we gotta help 'em out."

Velvet let out a gasp. "Ah! Well then, what are we waiting for? Let's go!"

"Right, seems like it's Hero Time." Weiss concurred. "But…" She, Coco and Velvet lifted up their bags. "…We WOULD really appreciate it if…"

Rex sighed and nodded his head. "Yeah, I expected that." He raised his arms and said; "Load 'em up." And with that, Rex now had at least eight large clothing bags loaded on his arms, the EVO barely struggling to lift them. 'Hehe, really pays to be in great shape.' However, it was then that he noted that Coco and Weiss had each kept a single bad to themselves… and they were both a bright, hot pink bag that had the words "Victoria's Secret" on them. The revelation hit him like a truck. They had found Victoria's Secret. They had been in Victoria's Secret. They had bought something from Victoria's Secret. His girlfriend bought something from Victoria's Secret. '…Keep it together, Rex. If you bleed out from the nose and die, you WILL be seen as the world's biggest prude.'

…..

"So… this is the place, huh?" Ben said as he raised a brow at the establishment before them. It was a rather large place, and if the neon sign above the door was any indication, it was apparently a "Gas House". And one look inside would tell the group that was no lie. The entire place was filled with blue gas, which was no doubt toxic.

"Don't tell me, the balloon squealed." Yang quipped.

"Not in the way you're thinking, but yes." Penny confirmed.

Rook nodded his head. "Indeed, he told us that this was where Bubble Helmet could be found this time of day."

Yang shrugged and balled her fists up. "Alright then, let's get in there." She went up to the window and peered inside, hoping to see Bubble Helmet somewhere. But right as she got up against the glass, a large, slug-like alien with tentacle arms popped right up in front of her face, making her let out a shriek as she backed away. "AAAGH!" She backed up right to her boyfriend, who placed his hands on her shoulders to try and calm her.

The alien, which was wearing lipstick, pointed her tentacle over to her right sight. "Use the service entrance!" she said from the other side.

The group craned their heads over to see a large garage door and made their way over to it, with Ben raising his arm up to halt the others. "It's probably best if you guys stay out here for the time being. Poisonous gas and all that."

The others all silently agreed… aside from Penny, who raised her arm up. "Ben, I would like to remind you that I technically do not need to breathe. If you wish for me to accompany you and Rook, I would be more than happy to!"

"Oh, yeah, that's right." Ben nodded. "Well then, sure thing, Penny, come along with—wait, Rook?"

Ben snapped his head around to see Rook having donned a gas mask, the Revonnahgander already positioned at the door. "I take it we are ready?"

"…Uh, yeah." Ben blinked. "Man, you're ready for any situation, aren't you?"

"I certainly try to." Rook said before reaching down to lift up the garage door. Once he did so, he and Penny both rushed into the place, with Rook holding up his Plumbers badge while Penny transformed her arms into her Floating Array blasters. "Plumbers! Appendages in the air!"

"Drop your weapons if you have them!" Penny added… only to see that all of the patrons appeared to be… fairly normal, if a bit slimy. "Uh…"

It was then that Ben came into the store and activated the Omnitrix, quickly finding the icon of the alien he wanted. '…If you don't give me the right one, I swear to god…' He pressed down on the Omnitrix and transformed, thankfully getting the alien he wanted. "Haha! Yes! Gutrot!" The walking biohazard suit of an alien strolled over to the two and shifted his eyes between them. "Gee, announce our presence louder, why dontcha?" He raised an eyeridge at Rook in particular. "An' would ya cool it with the badge? Last thing a perp wants ta see is THAT thing." With that, the chemical alien opened up all the portholes on his body, sucking in all of the poisonous gas and replacing it with fresh air. Instantly, all of the patrons began to cough and wheeze, with some even being knocked unconscious.

Penny and Rook both blinked in surprise. "Perhaps that is… over-doing it?" the latter suggested.

"Hey, what other option did I have?" Gutrot asked as the rest of the team filed into the place. "Besides, now that our perp is at a disadvantage, we can—THERE HE IS!" Gutrot pointed right over to a table that wasn't too far away from them, spotting Bubble Helmet instantly. The caterpillar alien's arm had been repaired since they had last seen him, and he was quickly making a break for his helmet behind the counter. "Quick, stop him!"

"On it!" Rook made a mad dash and jumped right over the counter, grabbing Bubble Helmet's glass dome before he could. The alien gasped… but then quickly regretted it as now it was even harder to breathe. "Ben, pass it on!" Rook said before Bubble Helmet made a grab for the dome, only for him to pass it on to Gutrot.

"Gotta say, this is a pretty nice hangout." The hero noted. "A real gas! Haha! Yang, over to you!"

He tossed the helmet right as Bubble Helmet got to him, and Yang caught it immediately. "Yeah, you could say this place has some great atmosphere, haha!" The team all groaned at the couple's puns as Bubble Helmet darted over to her, but she quickly sent the dome over to Penny. "Pen, heads up!"

Penny activated her Air Heart jetpack and caught the dome, keeping it held up above her head as Bubble Helmet tried in vain to jump up to her level. "Ah-ah-ah! You will not be getting this back until you tell us what we want to know!"

Bubble Helmet sucked in air, his desperation for toxic air becoming clear at this point. "UUUGH… I'll tell you… as soon as I can breathe! HAK-HAK!"

Penny pursed her lips for a moment, thinking over the ultimatum before giving a shrug. "Well, that sounds like a fair bargain—"

"NO!" All of a sudden, and to everyone's shock, Ilia came sprinting over and blocked Penny off from Bubble Helmet, the chameleon girl shouting; "Penny if you give him that helmet, I can guarantee that he'll just get away!" With that, Ilia pulled out her Lightning Lash and snapped it right across Bubble Helmet's face. It wasn't electrified, but that didn't stop it from hurting. She pulled the caterpillar alien up by his metal collar and glared at him with bright red eyes. "You listen here and you listen good, buster. You're the one who shot my friend in the arm, so you're gonna tell us just WHERE your boss is hiding or I'm going to make sure that you never forget my face, understand?!"

The whole room was completely quite for a long while before Nora said; "Hey, I thought I was supposed to be Bad Cop!"

Bubble Helmet let out a couple more coughs before sending Ilia a pleading gaze. "Okay, okay, you win! My boss and our crew are hiding out in an abandoned train station that's not too far from here!" He pointed to his left. "Ya just go that down this path and then you'll hit a tunnel. Take another left and then follow the tunnel, ya can't miss it!"

A smirk came to Ilia's face. "Hm, good. Now, you're gonna take us there, understand?"

"I-I understand!" Bubble Helmet put his hands together in a begging motion as he continued to gasp for air. "J-Just please, PLEASE give me my helmet back!"

"…Alright." Ilia agreed, letting go of Bubble Helmet's suit as she gave Penny a nod. "Penny, give him what he wants."

After seeing a display like that, Penny didn't have to be told twice. "Yes ma'am." And with that, Penny placed Bubble Helmet's dome back on his head, much to the alien's relief. He pressed a button on his suit and made it fill back up with the same toxic air, taking in a few deep breaths.

"Hah… hah… thank you." Bubble Helmet stood up. "Alright, follow me…" A wicked smirk came to his face. "If ya CAN!" He pressed another button on his suit and in an instant, a jet pack unfolded from his back and thrusted him right up into the air. The entire group was forced to duck as he flew right over their heads and out the door. "Haha! See ya later, SUCKERS!"

"THAT RAT!" Ilia shouted, her skin, hair and eyes changing to red and yellow in anger as she sprinted out the door after him. "I'm going to RIP you out of that suit and make you regret that!"

"Ilia, wait!" Ruby shouted as the rest of the group came running out after them, with Penny activating her own jet pack as well. Ruby jumped onto her friends back as they went after Ilia, the Hooded Huntress extending her hand to her. "Come on, this'll be a lot faster!" Ilia grinned up to Ruby and took her hand, being hoisted up onto Penny's back as well before the trio blasted off after Bubble Helmet.

"Okay, so where does that leave us?" Ren wondered.

Gutrot, however, shook his finger at the ninja. "Oh, don't worry, I've got a plan." The alien pressed the Omnitrix symbol on his face and transformed once again, this time becoming… "Terraspin!" The Geochelone Aerio jumped up into the air and began hovering with his three flippers, his head going into his shell before popping back out on the topside of it. "Get on, guys! Let's get after 'em!" With that, Rook, Yang, Nora and Ren all piled onto Terraspin's shell. And while it was a bit of a balancing act at first, the turtle-like alien was eventually able to join the pursuit as well.

"Gotta admit, I've never seen that side of Ilia before." Yang noted as they sped forth through the tunnels.

Nora couldn't help but smirk. "Well, what'd you expect? Her crush was hurt in the fight, after all."

Rook's eyebrows rose up at that. "I was unaware that Ilia had feelings for Swift."

"Yeah, she thinks we don't know about it." Terraspin added. "But trust me, with the way those two act around each other, it's kinda hard NOT to notice. But we can save THAT topic for later. Right now, we need to get to Bubble Helmet's boss."

…..

Meanwhile, in a large train station not too far from the heroes' position, a rather large group of aliens were currently working on a big project. There were several big red devices strewn about the place, the same ones that the trio of racketeers had used not too long before, and the gang of aliens were prepping all of them for the biggest shakedown ever, one that would involve a much bigger target. Up on the scaffolding above them, there was a rather bulky alien observing them all, its gaze one of concern. The alien's skin was actually a patchwork, with several stitches connecting the tissue together. It had a large chin, sunken in eyes, and it wore a pair of overalls as well. But its main feature was a second face in its stomach area, one that wore a more serious expression. The alien turned around to face his boss, a taller alien that was obscured in shadow.

"You will take these shakedown machines to the surface," the alien said in a rather menacing and reverberating voice, "and fan out into the entire city…"

"But boss…" the stomach faced alien spoke while its other head remained silent. "Only the alien stores have the Taydenite to pay us in. I don't really see the point of—"

BAM! His boss gave the console he was working on a hard hit, cutting him off promptly. He then spun around and smacked the upper face, making it cry as he held his hand to his cheek. "You DOLT! Fear… is my currency. All money is just a way to keep score." He closed in on the stomach-faced alien, giving him a red-eyed glare as they both step into the light a bit more. A sharp-toothed grin came to the boss alien's face as he clenched his hand into a fist. "My reputation will be made once the whole city fears the name…"

"BEN 10!" The boss was cut off when they heard a familiar voice coming right toward them. From a nearby tunnel, Bubble Helmet came flying in at high speeds, being pursued… by a bunch of teenagers, a furry blue alien, and a flying turtle. "They're after me, boys!"

Ilia stood up on Penny's back and shouted; "Oh no you don't!" She leapt right off and landed on Bubble Helmet, using her Lightning Lash to stab right into his jetpack. The rockets immediately stopped and they both went falling to the ground, with Ilia pressing her hands down firmly onto Bubble Helmet's dome to keep him there. "Thanks for leading the way, but now you're gonna REGRET tricking us—"

"Ilia!" Terraspin called out. "Heads up!"

The chameleon girl snapped her head right up… and saw that a whole bunch of weapons were currently being aimed at her. There were several different aliens all glaring at her as well, her teeth gritting in frustration. "…Crap." she raised her hands above her head, with Bubble Helmet making a break for his allies.

Penny, Ruby and the others all came in for a landing, with Terraspin transforming back into Ben as they all raised their hands as well. "I could've told you that'd be a bad move." Ben commented.

"Sorry." Ilia apologized. "My emotions got the better of me there."

Ruby's eyes widened the moment she spotted the red devices. "Ah! Look! More of those shakedown machines!"

"That spells a LOT of shakedowns." Nora added.

Yang furrowed her brow. "Enough to probably take down the whole city. But who would—"

"Ben Tennyson!" A cold chill went through everyone as a rather evil voice reverberated through the area, bringing their attention up to the scaffolding. There, a tall figure standing in shadow could be seen, his only visible trait being his bright red eyes. "Here to ruin my plan? Hmhmhm… I think not."

He stepped into the light… and Ben's jaw dropped. There, standing high above them all was a tall and lanky alien with stark white skin with black details around his eyes and lips, almost giving him a skeletal appearance. His teeth were sharp and yellow, and he had a rather large horn-like fin on the top of his head that had black stripes on it. His chin jutted out a bit and he wore a rather spikey black and red robe that had metallic armor strewn all about it, namely a set of shoulder pads, bolts on his arms, legs and neck, and large spikes on the backs of his gloves and toes of his boots. The alien grinned evilly down at Ben as he leaned over the guard rail, his sharp fingers digging into it. And, even as he stared back at the alien's blood red eyes, Ben couldn't believe who it was.

"PSYPHON?!"

…..

A/N: To be concluded… Well, there we have it, folks! Psyphon has officially made his debut in this series! If you couldn't tell, I AM using his Omniverse appearance here, because… well, let's face it, he's a LOT more threatening in Omniverse than in the two previous series. Plus, I like how expressive he is in Omniverse as well. Psyphon was easily one of the highlights of Omniverse for me… so expect me to use him a bit more than how much he was used in that series.

But of course, that's not all that happened. We had a big chase between our heroes and the perps as well as our heroes investigating Undertown a little bit, getting to know some of the residents in the process. In particular, a couple of Kinecelerans who may just pop back up later on… And of course, there is the debut of the Buglizard as well. Admittedly, it's definitely one of the cooler-looking predators in the Nemetrix… but it's still not my favorite (give ya 10 guesses as to which one it IS). And man, Ilia really cracked down on Bubble Helmet there, didn't she? Just goes to show who IS the bad cop around these parts.

Also, we got to briefly catch up with Rex and the ladies to see what they're doing… and it seems Weiss and Coco have already discovered a certain store. This could either have very good or very bad consequences.

In any case, NEXT TIME! Now that Psyphon's been revealed as the big bad, it's time for one big throwdown with his gang! But how will the team fare not only against them, but with a returning Buglizard that seems determined to isolate Ben? Well, tune in next time for find out! Thanks for reading everyone, and as always, stay safe out there!