Chapter 12: Framed


After defeating the 'Great One and his band of followers, the Tennyson trio were standing outside a video game store in San Francisco. Ben had been raving about this game for the last week, the new Sumo Slammers All Stars.

"What's the difference from the other Sumo Slammer games you have?" Gwen asked.

"Sumo Slammer's All Star isn't the same as the other games. Not only can you play as different characters, but you can customize your own character and battle different people online." Ben shrieked in excitement.

"And I think this is why you don't have a girlfriend." Gwen mocked as Ben glared.

"Oh yeah, that's funny coming from you, who and I quote 'Doesn't have a boyfriend.'" Ben shot back as Gwen gasped.

"You take that back! I, so have a boyfriend!" Gwen yelled as Ben rolled his eyes and moved forward in line.

"That's not what you tell your diary." Ben snickered, "Oh did I say that outloud." Ben threw her a mischievous look as Gwen's eyes widened in shock.

"You read my diary?!" Gwen yelled as Max facepalemed himself.

"I honestly stopped reading when you started scribbing little hearts all over the page when you mentioned Kevin. Talking about becoming Mr. and Mrs. Kevin Levin. Seriously, gross." Ben faked hurled as Gwen was glaring daggers at him.

"When we get back to the Rust Bucket, you are so DEAD!" Gwen yelled.

'It's like babysitting two ten year olds.' Max thought as he sighed when he heard Ben's comeback.

"You and every other enemy I've defeated. Choose a number and get back to me, let's say four months from now." Ben soon went back to jumping up and down in excitement for the new Sumo Slammers game.

"Anyway Ben, me and your cousin are gonna check out the bookstore around the corner." Max said as he took out his wallet and passed Ben fifty bucks, "When you get the game meet us back at the Rust Bucket."

Ben nodded, "You got it, Grandpa." He saluted then went back to waiting.

"Let's go, Gwen." Max replied as he had to forcefully drag Gwen away while she shot Ben the finger from behind his back.

The duo soon exited the bookstore with a small brown bag, "I wonder how Ben is doing?"

"What do you mean?" Max asked as they started walking back to the video game store.

"Look the lines gone. Wonder if Ben got his game." Gwen answers when a somewhat humanoid dinosaur standing about twelve feet tall with hard skin that is colored brown on its outer side and beige on its inner side bursts through the video game store roaring at the top of his lungs.

The passing civilians went wide eyed in fear as they soon took off in a panic, as the large dinosaur picked up a car and tossed it into a nearby restaurant.

Gwen and Max hid behind a car as they see Humungousaur destorying downtown San Francisco. Gwen soon gazed at Max in shock, "What the hell is Ben doing? What's gotten into his idiotic head?"

"I don't know what's gotten into him, but I know for sure we're gonna find out." Max grimaced as he watched as his grandson started going on a rampage.

Soon large black trucks pull up infront of the rampaging alien dinosaur, men soon filed out of the trucks carrying various equipment and wearing military uniforms. Humungousaur swatted multiple men away as they fired at him. There was a man without a helmet, he has blonde hair that was in a buzzcut, with a long scar on his face. He wore a black shirt with two straps, carrying guns in the pockets. In addition, he wore a belt with pouches. He had grey pants.

Gwen knew she had to stop her cousin, sure she was still new to the magic scene and knew her cousin was a lot stronger than her, but knew he always had a time limit and could wear him down. She soon pulled her Lucky Girl mask out and placed it onto her face and ran out from her hiding place as the blonde man walked out with a bullhorn.

"Gwen! Don't-" Max yelled at his granddaughter.

"I am Lieutenant Steel, of the Special Alien Containment Team. I command you to cease your qurrals immediately or we will rain down even more firepower!" He erupted when the large dinosaur alien picked up a truck and flung it at him.

Steel ducked and looked towards his men, "ATTACK!" They soon started opening fire on the alien. Humungousaur threw his hands up as the lasers collided with his skin.

"Sure, hope this works." Gwen mumbled as she threw two mana disc's which collided with Humungousaur's face. They of course didn't harm the Vaxasaurian who roared again. He picked up one of the SACT's black trucks and flung it at them making them scatter.

He soon switched his attention back to Lucky Girl before charging her, "Great." She mumbled before he raised his fist up and brought it down onto her. She raised her hands up and created a mana shield. Which cracked from the strength of his fist, "Earth to dweeb, what's going on inside that brainless head of yours!" Gwen yelled angrily straining herself as Humungousaur bashed against her shield cracking it even more.

"BEN! ANSWER ME!" She screamed before the shield shattered. The force of the blow sent her flying onto the roof of a nearby car and crashing into the pavement.

Max was at her side in an instant as the SACT agents reengaged Humungousaur who roared again loudly again. Max turned his attention away from the alien dinosaur to his granddaughter, "Gwen, are you alright?"

Gwen was left rubbing her head, "Yeah. Just a few minor bruises. I'm fine, grandpa. What I wanna know why Ben is acting like this?" She asked as Max helped her up.

"No idea." Max replied as Humungousaur lifted up a large black truck and flung it back at the SACT agents who scattered once again. He then launched into the air before taking off, down the streets of San Francisco.

"He's probably heading back to the Rust Bucket, let's go." Max said as Gwen nodded firmly. The two soon raced off back to the RV parked two blocks away.


The door to the RV opens, with both Max and Gwen storming inside the mobile home. Ben is seated inside the booth with his headphones on, a controller in his hand, gazing at the hidden tv inside the kitchenette's cabinets. He was button mashing on his controller like crazy obviously oblivious to the oncoming storm that was upon him.

"HA! Dude, are you even trying?!" He mocked as he kept delivering combo after combo onto his opponent.

When the tv was shut off, Ben's eyes widened in shock and fear before shifting his eyes over to his grandfather and cousin who were absolutely livid with him. Before he could even question them, Gwen walked up to him and smacked him across his face. Ben's further shock was reigning as his anger was about to get the best of him and soon it was gonna get dangerous.

"What the hell was that for?" Ben glared rubbing his stinging face.

"What do you mean what was it for?! You know what you did! And on another note; ARE YOU ABSOLUTELY INSANE?!" Gwen shouted before Ben raised an eyebrow at what she was talking about.

"I have no idea what you're talking about." Ben glared before Max stepped in.

"Benjamin, you better stop playing dumb or else you won't like the consequences. What the hell is the matter with you?!" Max glared which made Ben raise his eyebrow in further confusion.

"Grandpa, I swear, I didn't do anything." Ben pleaded.

"Oh, that's funny, didn't do anything. Why not TALK TO THE LARGE DINOSAUR ALIEN THAT ATTACKED THE SAME VIDEO STORE YOU WERE JUST AT!" Gwen yelled pointing an accusing finger at him.

Ben was even more confused, "Huh? What are you talking about?"

Max gazed at his grandson, "Ben, what happened after we left?"

"After I bought the game, I raced back here and immediately started playing. And why is Gwen talking about Humungousaur, I haven't turned into him recently." Ben replied, "Okay, I did turn into him, but it was back when we fought that large parasite."

Max could see the general confusion on his grandson's face, "So you didn't attack the video game store?"

"Why do you keep saying that?!" Ben was starting to get angry, "I didn't attack any video game store."

"Oh that's funny, because this video proves otherwise." Gwen quickly grabbed her laptop and pulled up a live news feed of Humungousaur's sightings which in turn left Ben flabbergasted.

"Wh-what?" Ben stuttered out.

"And it's not just Humungousaur's sightings either." Gwen slowly pulled up different pictures of his aliens all pulling various jobs ruining his good name, "SwampFire, SpiderMonkey, Goop, JetRay, Big Chill, ChromaStone, Echo Echo, BrainStorm, And an unidentified alien. Quite the crime spree, Ben."

"That's not me." Ben pointed out.

"Ben, enough with the lying. You need to turn yourself in." Gwen glared.

Ben looked over to Max, "Grandpa, you don't seriously believe that's me, do you?"

Max had a solemn look, "Ben, the evidence is stacked against you. Unless you have something else to prove it wasn't you then we're gonna have to take you downtown."

Ben couldn't believe what he was hearing. He started recounting all the times he was ready to lay down his life for his family and they turn on him at the drop of a hat. His gaze shifted to the computer before snatching it from Gwen, "Let me see this!"

As he gazed at the various pictures, without a doubt it was his alien playlist, but two things were wrong. One, this new alien wasn't in his playlist he had no idea who it was, he'd probably have to check the book on its species. And two, his tenth alien wasn't in any of the photos which made Ben sigh in relief, he didn't want whoever was doing this to have that kind of power under there belt. He wasn't really bothered on that, but on every single picture, there's a way to differentiate between himself and this asshole who clearly has a vendetta against him. As he gazed over the aliens not only did they look substantially different from his playlist there was no badge.

"I have proof it's not me." Ben smirked before slamming the laptop onto the table.

"This should be good." Gwen muttered.

Ben soon pulled up all ten aliens committing different crimes, "What do you see?"

"Uh, you." Gwen replied flatly, "Where's your proof at?"

"Give him a chance, Gwen, he's innocent until proven guilty." Max replied.

"Thanks grandpa. Anyway look at each alien, if you look clearly, these aliens are substantially different from my playlist, with this last alien looking like a mix of a shark, an eel, and, an alligator, he's not in my playlist. I don't know who this is, but he has access to an unknown alien, I've never turned into. And look closer you'll see something missing from each of them." Ben replied as both Gwen and Max gazed at the different pictures and had to admit he had a point, they were different. They both went wide eyed as they found something missing from each alien.

"No badge." They replied in unison.

"EXACTLY! See, told you it wasn't me." Ben scoffed as he crossed his hands over his chest.

"We're sorry, for not believing you, kiddo." Max smiled softly as Ben faked pouted before the older Tennyson threw his granddaughter a look and urged her on.

Gwen got up and hugged him tightly, "I'm sorry, Ben. I should have paid closer attention to the details."

Ben laughs, hugging her back, "It's okay, but next time look before you assume next time." Gwen laughed before slugging him in the shoulder.

"You got it."

"Any ideas on how we find this impersonator?" Max asked.

"Yeah, I go out and find this son of a bitch and make him regret impersonating me." Ben replied shocking both Max and Gwen.

"Okay, first language. Second dial it back, Ben. And third, how do you plan on finding him or her?" Max asks.

"Sorry grandpa, and leave that to me. I'm gonna make him pay." Ben grabbed his jacket before leaving the RV, "I'll call if, I find anything." He slid his jacket on before, slamming the RV door shut.

"That went well." Gwen replies still looking at the spot her cousin was just standing at.

"You call that well?" Max laughed before walking toward the drivers seat and starting up the large home and driving off.


Ben was revisiting the crime scene, as he picked up a shard of glass and envisioned Humungousaur attacking this place, "I swear, I'll find you. Ya'know aside from a speed based alien, I could get one great at tracking. And great, I'm talking to myself now." He tosses the shard away before sighing in frustration, "Better get to work on solving this identity theft issue. Maybe I'm in that movie invasion of the body snatchers." He soon started walking down the sidewalk in search of the alien.

"No that wouldn't work, maybe invasion of the alien snatchers. That makes a bit more sense. And again why am I talking to myself? Gwen's right, this insufferable thing I have isn't gonna get me a girlfriend." He replied, "Anyway let's make a list on various enemies, that have a score to settle with me." Ben soon started counting on his fingers, "Too many people." He sighed before he heard something in a nearby alleyway.

His ears perked up as the noise got louder, he then heard a deep growl rumble throughout the alleyway. He gazed into the depths of the shadows as he caught a faint sight of something big moving towards him. Ben backed up till he was standing close to a street lamp when the figure hidden in the darkness stopped moving. He could hear it growling underneath its breath, like it was ready to pounce on him.

Ben was slowly reaching for the Omnitrix, because at this rate something big was about to go down. And he may need to change at a moments notice. So entranced with what was standing there a passing car soon shined alittle light as it passed by and Ben froze in shock. The passing light revealed the Humungousaur imposter who roared before racing back into the alleyway.

"HEY!" Ben didn't waste a single second before quickly activating the Omnitrix and slamming his hand onto the faceplate. He was soon engulfed in an emerald light.

Ben's skin turned a violet, dark blue, and black color. He grew an additional third emerald eye above his nose. His hands turned into claws and his feet into talons with only three toes; two in the front and one in the back. His entire body was wrapped in an old raggedy dark blue cloak and hood with light blue spot patterns scattered around which then unfurrow and become his wings and antenna. His shoulders, chest, and thighs grew armor plating on them. The Omnitrix badge appeared in the middle of his chest, "BIG CHILL!" His eerily ghostly voice erupted.

The large Vaxasaurian scaled the buildings when it heard Big Chill's ghostly voice, "Freeze!" He yelled, but to no avail it was getting away.

The Necrofriggian charged into the alleyway before his cloak unfurrowed itself into a set of antenna and wings. He launched into the air as the large Vaxasaurian was soon racing across various rooftops trying to escape. Big Chill glared, "Oh, no you don't!" The large moth alien dived before blasting ice from his mouth.

The ice impacted the roof where the imposter was escaping causing him to leap over it. And into an alley below. When Big Chill got down there he found the imposter gone. Big Chill landed ontop of a car before his wings and antennas wrapped back around his body, "Where the hell did he go?" The three eyed moth gazed around for any clues onto how a twelve foot alien dinosaur could disappear without a trace.

"No way, he disappeared that quickly." Big Chill hopped off the car's roof before landing in the alley, "I don't have many invisibility aliens aside from Big Chill. But no way whoever is doing this can change faster than me, can he?" BIg Chill was gazing around skeptically before he heard an explosion two blocks away.

"Guess, that answers my question." Big Chill soon unwrapped his wings, launching straight into the air and blinding speeds.

Gwen and Max caught sight of the explosion and gazed at each other, "Think Ben found the imposter?"

"Only one way to find out. Punch it, grandpa." Max nodded before flooring the accelerator and taking off to the source of the explosion.

The two Tennyson members hop out of the Rust Bucket as they hear more explosions coming from inside. Max gazes at the sign, "US Mint?" Max questioned before Gwen shrugged as the duo soon headed inside.

They walk around the factory searching for either Ben or the Imposter when they feel the heat spiking, "You feel that, grandpa?"

"Yeah, it's getting stuffy in here." Max replies before they both turn towards them blurting out the first name that comes to both their minds.

"Ben!" They reply in unison.

They went deeper into the factory to find Swampfire burning various boxes filled with items. He seemed to be burning down the whole factory. Gwen and Max gazed at each other, "What is Ben doing?"

"Let's get some answers from him." Gwens hands ignited with pink mana as she tossed small discs at him slicing into the Methanosian back.

Swampfire stopped his activity before turning around as the wounds on his back seemed to regenerate quickly. Gwen and Max gazed at Swampfire, he looked different upon further inspection. He was humanoid, plant-like alien that has an overall green and black colored body encrusted with muck, mostly with a red flame-patterned head and root-like feet, seemingly holding black rocks. His eyes are oval-shaped with points at each end with pupils copying the shape but are smaller. Also, his shoulders and head have red petals and his elbows and legs have green frills sticking out.

"Ben?" Gwen questioned before taking a fearful step back. She inspected him more before looking around his body before not finding the target of her search, "No badge?" She muttered in disbelief.

"GWEN!" Max yelled racing toward his granddaughter hoping to reach her in time.

"Ben's not here right now." His nasally voice replied as raised his hands up and blasted a turrent of flames from the palms of hands. She was too slow in throwing up a shield when a soothing chill crept up her spine.

Max and Gwen could feel the temperature in the room drop drastically. The fires behind the Swampfire imposter were put out aswell, "First you steal my alien playlist." His eerily voice echoed out as he appeared for a brief second and punched the imposter in his jaw making him stumble backwards.

"What the hell?!" He replied in shock gazing around cautiously.

"Second you ruined my good name." He appeared behind him striking him in the back before the imposter turned around and tried to strike him as he ducked and uppercutted him in the jaw again sending him wobbling back. The imposter dropped his gaze for a literal second before looking up to find him gone.

"And now, your trying to roast my family alive. That's strike three, buddy." Big Chill replied before appearing behind the imposter again, he sweeped the imposter's feet out from under him, "You're going down, clown!"

"Sorry, Ben. I have no intentions on going down." He blasted flames at the Necrofriggian who turned intangible as the flames passed harmlessly through his body.

Big Chill jumped backwards before glaring at him, "Who are you? And how do you know me?!" The imposter glared at him before seeing a tank floating above the Necrofriggian, he smirks before blasting flames at it causing the tank to collapse on him. Big Chill once again turns intangible and walks through the trap to rematerialize. He turned around and gazed at the trap, the imposter tried to set when he turned back around to see a fist flying into his face.

Big Chill was too slow on turning intangible when it smacked him in the side of his face. The Necrofriggian smacked into the tank full of coins before another fist followed up after the original hitting him on the other side of his face. Big Chill thought he saw another fist which he did punching him in the chest, dropping him to his knees, which the imposter took advantage of by kneeing him in his face. Big Chill fell onto the tank sliding down it while the Imposter stood above him gloating.

"It was this easy to take you down? All I had to do was take your aliens and ruin your 'hero' name. Should have done this alot earlier. Remember me yet, Tennyson?" The Swampfire imposter mocked and ridiculed him.

"I don't know who you are." Big Chill replied trying to get to feet again.

"Of course, you don't." He said, before laughing loudly, "Maybe, this'll help." He groaned in pain as he gripped his head tightly before he saw Swampfire's face morph to Jetray's, then Goop's, then Spidermonkey's, until finally a human head appeared. He had long black hair, brown eyes, and Caucasian skin.

Big Chill's eyes widened in shock, "Kevin?!"

"In the flesh." He laughed menacingly.

"Last time, I saw you, you burned yourself of the Omnitrix's DNA charge, defeated by Echo Echo and lost your powers. You were then sent to prison, how'd you escape!" Big Chill glared at the man who was ruining his life.

"Well, I sat in prison for a few weeks, when my powers returned. Not only could I absorb matter, I also got a thank you gift from you, Tennyson. The ability to transform into ten aliens, but at the cost of losing access to his original form for more than a few minutes at a time. After I escaped, I decided to payback some people. The Guild, for putting the bounty on my head. The Forever Knights, but I used your aliens so you'll be taking the fall if they ever resurface. And lastly, you, Tennyson. If it wasn't for you, I wouldn't be in this situation." Kevin explained angrily as he glared at Ben.

"First off, I didn't do anything to you. I tried to help you. Constantly. I wanted to be partners, but you were looking out for yourself and were gonna toss me aside whenever we got too far over our heads. Now your using your newfound abilities not only for yourself, but your hurting people, hurting my reputation, and I'm honestly surprised the alien DNA isn't overloading your body." Big Chill explained.

"Guilty as charge, Tennyson." He laughed menacingly, "But this revenge thing, I'm just getting started. So listen well, stay out of my way if you know what's good for you." Kevin warned before the doors to the building bursted open revealing the SACT agents, "Gotta fly!" He was then switched into Jetray, but he looked different.

His was a completely red, humanoid manta ray-like alien with green eyes, black outlines on his face, yellow horns extending from his nose, gills underneath his arms, yellow patagia which he uses to fly and glide through water, and two black lightning bolt-like stripes coming down from his shoulders, "Remember my warning." He then bent his knees before launching straight into the air shattering the factory's window upon his exit.

Big Chill stands back up as The SACT agents raise their weapons at him, "Hands in the air!"

"Listen, I know what this looks like and sounds like, but I didn't do it. It was another guy who looks exactly like me, kind of." Big Chill replies slowly as he raises his hands up to avoid being shot.

"Nice try, freak!" One of the agents glared raising his weapon at him, "Someone radio Steel, let him know we got another, freak."

"Nice insult, do you need me to buy you a thesaurus so you can come up with better comebacks?" Big Chill retorted causing a few guys to chuckle at his remark.

"Shut the hell up, before I open fire!" He ordered getting ready to pull the trigger.

Gwen soon runs infront of him with her hands up, "Please, let's just lower the weapons. Believe me, he's on our side. It was the other alien that did this. He escaped through that window up there." Gwen soon points to shattered window. The men soon gaze up before Gwen whispers, "Run."

Big Chill didn't need to be told twice as he dashes to the left gaining the agents attention, "FIRE!" They soon begun opening fire at him. Big Chill soon launched into the air as his cloak took the form wings and antennas. He flew through the air avoiding there rain of fire. Gwen soon took her own advice, grabbing her grandpa and escaping.

Big Chill landed on a platform high above as the agents seemed to keep firing at him, "Gotta get outta here." His train of thought was soon interrupted when two soliders surrounded him.

"Got you now, you alien bastard." They soon both fired at him only for him to go intangible as the energy blasts collided with each other.

Big Chill rematerializes as he soon opens his cloak again and takes into the sky flying through the exit Kevin made. Big Chill made it outside when the Omnitrix badge started flashing red, "No! Not now!" He had literal seconds before he timed out and choose to land in the dumpster behind the coin factory. He had flew abit closer when in a flash of red, Ben was sailing through the air and collided in a pile of garbage.

He had an annoyed look on his face as a discarded banana peel was ontop of his head, "Not one of my best landings, but hey, its better than going splat." He soon climbed out the dumpster when it was too slippery and fell right back inside with a faint yelp from the boy in question.

Ben was dusting himself from the dumpster diving he just did when he saw Steel talking to his lieutenant about the situation when Steel caught sight of the teenager and dismissed him before walking over to the boy.

"This is a restricted area, boy." Steel acknowledges as Ben keeps wiping the grime off himself.

"Sorry, lost my grandpa and cousin during the hassel. I was just uh-dumpster diving?" Ben ended as Steel hardened his gaze on the boy till he caught a faint glimpse of the boys watch.

Steel narrowed his eyes suspiciously, when two people approached, "Ben?" He eyed the two newcomers questionably.

"And you two are?" Steel questioned them as the older man offered his hand to him.

"Maxwell Tennyson, thank you for finding my grandson. I've been looking all over for him." Max stated as Steel shook his hand firmly.

"No worries, I found him wondering the alley." Steel reaffirmed before they let go of there handshake.

"Thank you once again. Let's go you two." Max nods in his direction before leaving with his two grandkids when the lieutenant walks over gazing at the departing family.

"Sir, the old man and young lady were inside the factory with the large moth alien. She defended him, and distracted us before the alien escaped along with her and the old man. The boy, I didn't see him inside." He informed him as Steel's gaze was ice cold on them.

"Oh, he was there alright. Have them followed keep a close eye on them." He ordered.

He saluted, "Yes sir!" He departed to follow Steel's task.


Back in the RV, Ben had washed his clothes and taken multiple showers to rid himself of the dumpster smell that seemed to soaked into his skin. He sighed before wrapping a towel around his neck, he walked over to his cousin and grandpa who were sitting in the booth.

"Any info Gwen?" Ben asked curiously leaning over her shoulder.

"Yeah, you could use another shower." Gwen smirked as Ben frowned before walking over to the fridge and making himself a sandwich, "Remember when I showed you the news letters with your aliens?" Gwen asked.

"Yeah? Why?" Ben asked spreading mayo on his sandwich.

"Looks like Kevin's been on quite the crime spree, from New York, to Austin, to Chicago, to Kanas City, to Barstow, and now here. He's ruining your reputation Ben." Gwen explained.

"Yeah, i know. He said everything that he's doing is what i deserve for cursing him. Now he's making it his life mission to ruin my life." Ben muttered, but his granda and cousin heard him.

"Ben, what happened to Kevin wasn't your fault." Max stated firmly.

"Oh yeah? Tell him that. I just wanted to help him, but no matter how hard I tried to convince him to switch sides. He refused everytime now he's gonna make my life a living hell." Ben started trembling, "Why? Why is this happening to me?"

Max got up and patted his shoulder, "Ben, listen to me, this isn't your fault. Kevin is just angry because you wouldn't change sides. He's angry because you can see the good in anyone and you won't think twice before putting your life on the line to help anyone. Kevin will come around, Ben, you hear me? Keep trying to convince him, he'll come around, Ben. Don't give up on him." At this point, Ben was shedding tears as he couldn't even finish making his sandwich.

"Grandpa's right, Ben, Kevin will come around and the four of us could become a crime fighting team." Gwen smiled as she was also crying.

Ben smiles then nods before a noise catches there attention. Ben, Gwen, and Max walk out the Rust Bucket before seeing a trolley train is heading down the street alittle too fast, "If it's speed, let's go JetRay." Ben soon activates the Omnitrix landing on JetRay's hologram and slamming his hand onto the faceplate before becoming engulfed in an emerald light.

Ben felt like he was deevolving, he started growing blue fur all over his body. He blinked his eyes as he grew four extra eyes, his ears pointed out, and his teeth grew into fangs with a lone line running directly from his lower lip running downwards unto his chin. The bones in his two arms split into four arms with three fingers one each hand. A tail sprouted out from his butt. Fur covered his forearms, his body, his neck, and face, as two black circular bands were wrapped around all four arms. The green and black hourglass badge appeared on his chest, "JETR-! SPIDERMONKEY!" He screeched loudly, "Seriously? Again?!" He screeched before sighing and slung a web to a light pole and raced across a building to gain speed before slinging another web, chasing after the runaway trolley car.

Max and Gwen jumped back into the Rust Bucket and sped after the runaway trolley car. Unbeknownst to them of the SACT agents watching them. They smirked before the lieutenant picked up his walkie talkie.

"Sir, we have some news." He replied briefly.

SpiderMonkey raced across a building, before grabbing hold of a streetlamp and flying through the air before shooting a web and then another. He used his webs to decrease his speed as he was flung backwards, if it weren't for his enhanced strength, he'd be sure the sudden whiplash would have killed him. He used the momentum from the sudden jerk to sling shoot himself at increased speeds, attempting to catch up to the trolley.

He flew through the air as he was close to catching the trolley when a sudden ringing sensation erupted inside his head. He looked down to see a decomposed pile of light green goo and his eyes widened when he caught sight of a pair of eyes glaring at him.

'It's a trap!' He thought before balls of acidic slime were hurled at him repeatedly. SpiderMonkey did his best to maneuver in mid air, but it's not as easy as it looked, 'Maybe if I had gotten JetRay, I wouldn't be in this situation.'

"You're too late, Tennyson!" His high pitched voice echoed out, "You can't save them!"

SpiderMonkey shot a web at the trolley before coming in contact with the asphalt, he felt the ground breaking as he pulled hard to try and stop the train; when his spider sense flared to life once again. He looked up to see Kevin, amassed into his humanoid form, "Hang ten, Tennyson." He mocked before following his gaze and knew what was about to happen.

"Sh-" Kevin tossed a ball of slime which snapped the web causing SpiderMonkey to barrel out of control into the street. His senses were going haywire as he tried to regain control of his sudden fall when he felt his head buzzing hard.

He turned around to find the Rust Bucket in its aerodynamic form flying down the road heading towards him. SpiderMonkey went wide eyed as he leaped into the air as Max slammed on the break. It all happened so slow, as SpiderMonkey was close to becoming a pancake in the middle of the road. He used his ability to stick to any surface and regained control as the Rust Bucket kept driving after the trolley.

SpiderMonkey glared as they approached the trolley, he webbed one edge of the roof and then webbed the opposite side before wrapping his hands in the webs. He walked backwards till he reached the edge of the RV, he knew he only had one shot at this and wasn't gonna waste it. He let go of his webs and was rocketed forward like a bullet. The small Arachnichimp flew through the air towards the distracted Polymorph as he snagged something from him before spinning a web and attaching it to the trolley.

Kevin immediately dissembled, "What's going on?!" He yelled as SpiderMonkey climbed onto the roof with him.

"Oh you didn't know Goop's weakness? Well you do now." He chuckled tossing his antigravity projector in his hands. He webbed his gravity projector to a passing streetlamp, "Now if you'll excuse me, I have a trolley to stop." SpiderMonkey raced across the roof of the trolley to come to the front of the train to see the operator working the controls, "Something wrong?" He voiced when the operator gazed upwards at him.

"The brakes they seemed to be broken." At that moment he kept trying to stop it when he pulled the already broken emergency brake off, "Please, help us."

SpiderMonkey nodded firmly, "You can count on me." He replied before his spider sense flared and he dodged a pair of neuroshock blasts courtesy of Kevin who had transformed into Jetray.

"Miss me, Tennyson?" Kevin laughed launching another pair of neuroshock blasts at him.

"Not particularly." SpiderMonkey replied dodging another blast before his spider sense flared to life once again. He turned around to see they were approaching the pier, "Oh no." He muttered.

"Seems times up, Tennyson. You have two choices chase after me or be the hero and save the people." Kevin smirked evilly before flying off as SpiderMonkey turned his gaze to the fast approaching pier.

"What do I do?" SpiderMonkey asked as he heard a familiar car horn. He raced to the edge of the trolley and found his grandpa's RV right behind them, "Grandpa!" He screeched happily.

"Ben, hook up the trolley to the RV, and we'll help slow it down." Max yelled through his window as he nodded firmly. SpiderMonkey hopped onto the front of the RV and grabbed the hook and attached it to the back of the trolley. SpiderMonkey soon hopped on top of the trolley while Gwen with her Lucky Girl mask on ignited her hands into mana sending out a giant hand to grab the trolley's pillars.

While SpiderMonkey was lowering himself to the front of the trolley and knew they had to stop this trolley before someone gets hurt, "Maximum Effort." He soon launched himself into the street before he felt his head vibrate and turned around to find the trolley coming. He knew SpiderMonkey was durable as the trolley collided with the Arachnichimp. Max slammed on the brake pedal bringing the RV to a screeching halt, as Gwen kept her grip on the trolley to try and slow it down. SpiderMonkey had dented the metal, trying to push the trolley to a slow pace while breaking up the asphalt in his attempts. He gritted his teeth, hard, trying to get this thing to stop.

Max and Gwen did there best to bring the trolley to a stop which seemed to be working as they approached the pier inch by inch until they hit the dock. SpiderMonkey felt the machine come to a complete stop as the muscles in his arms start to give out, "We...did...it." He smirked before his badge started flashing red and in a blinding red light. He reverted back to normal.

Max and Gwen got out the Rust Bucket to help Ben when he started leaning backwards into the sea. He almost fell until Gwen reached out and grabbed hold of him before the civilians could thank there heroes.

Max soon unhooked the cable before climbing back into the RV with his grandkids. Unknown to them that a large black truck was following after them. They stopped five blocks away to asure that no one was following them.

"How do you feel, Ben?" Max asked.

"It feels like my nerves in my arms tore tryna stop that trolley." Ben answered as he took a sip from his cup.

"Ben, a thought occured, why didn't you use Humungousaur to stop it, or SwampFire to wrap the wheels in vines, or Big Chill to freeze the wheels." Gwen asked curiously as Ben went wide eyed at the suggestions.

"No idea." He sighed exasperated when a knock at the door signaled them of someone's arrival.

"Who's that?" Gwen whispered as another knock soon erupted again. When Max and Ben shrugged which sent the trio on alert as they gathered to the door.

Max opens the door to find Steel and his SACT team gathered aiming there weapons at them, "Max Tennyson?"

"Speaking?"

"You and your grandkids are under arrest for domestic terrorism." Steel ordered as Ben and Gwen climbed out the RV, "Conspiring with those aliens, well not anymore."

"You have to understand, it's not us. There's another player in this sick game and he won't stop until my life is ruined." Ben announced.

"Yeah, right. You can turn into those aliens so stop lying your not getting away with this." Steel retorted before looking at his men, "Cuff 'em." He ordered, receiving nods in return.

The men approached the trio before Ben stepped forward, "You put those cuffs on me or my family and I'll make sure you regret ever joining this alien hunting business." Ben glared dangerously causing some of them to tremble in fear and take a step back.

"What are you all trembling for? He's a kid?! Cuff them, NOW!" He shouted.

"I can turn into different aliens, I'm sure you don't wanna find out why you should really be trembling for." He warned as he lifted up his left sleeve to reveal the Omnitrix when Steel's walkie went off.

"Commander Steel! Come in!" One of his agents demanded.

"What is it, Franklin, you better have a good excuse for interrupting me, while we're here arresting the alien fugitive." Steel replied.

"That's just it, sir! There's another one ontop of the Golden Gate Bridge. He's magenta with pink colored crystals and one green eye. He's shooting rainbow colored beams at our helicopter!" He replied which sent trio wide eyed.

Ben mouthed the name 'Kevin'. Which made the duo nod. They needed to get down there and finish him. Ben then remembered his grandpa's words, 'Give him a chance. He'll come around.' Ben's resolve hardened before he heard Steel's reply.

"I'm on my way." Steel gazed up to see the trio gone and the RV driving away.

"What do you wanna do sir?" His lieutenant asked curiously.

"Get me a chopper, we're heading to the bridge." Steel replied.

The trio were driving through the streets of San Francisco as Ben was gazing out the window lifelessly, when he heard Max's voice.

"Everything alright, Ben?" Max asked.

Ben soon faked a smiled and nodded, "Yeah, let's stop Kevin."

After ten minutes of driving the trio soon made it to the bridge and climbed to see SACT taking over. The trio gazed around to see Steel wasn't with them. Until one of the walkie's went off, "Phillips here?"

"Prep the cannon, I can't beat it. I repeat prep the cannon." Steel replies in a pained breath.

They gazed up to see the helicopter circling the top of the bridge before it's shot down. Ben's face darkened, "It's time we end this, Kevin." Ben walked forward as the breeze picked up blowing through his emerald green jacket.

Up above, Steel collided with the bridges truss arch at the top. Steel had a huge lump on his head, a black eye, and a broken nose. He collided with ground as Kevin as Chromastone walked over to him, "This is the end." When another presence made themselves known on the truss arch.

"Let him go Kevin." Kevin turned around to find Humungousaur ontop of the truss arch, glaring daggers at him, "This is between you and me. It's about time we end this."

"Sound's good to me." He soon chucks Steel away as he collides ontop of the support ropes, but soon manages to pull himself up. Kevin walked over to him, smirking, "Still tryna play the hero aren't you, Tennyson. Wait, let me guess, you wanna help me." He mocked laughing at the statement as Humungousaur seemed unamused by the situation.

"You had plenty of chances to join me, help other people other than yourself. Now it's about time you get what you deserve." Humungousaur glared when Kevin mocked him in a sing songy voice.

"Aw, does this mean we're not best buddies anymore?" He soon blasted UV rays from his hands, which Humungousaur leaped into the air to dodged. He watched as it collided with the truss arch of the bridge.

Humungousaur landed before him, grabbing his left arm tightly before punching him square in the face. He soon followed it up with a another punch launching him across the top of the bridge, "You risked all those innocent lives just to get even with me?" Humungousaur glared cracking his knuckles.

"Stop acting so high and mighty, we're both freaks." Kevin glared before rushing forward as he and Humungousaur collided with Humungousaur overpowering him sending strike after strike at him. Kevin could do nothing as the Vaxasaurian launched punch after punch.

Down below the SACT team was readying their giant cannon with Gwen and Max standing near them, "Sir, the cannon is ready."

"Stop, Ben's just tryna help. He's the only one who can stop Kevin." Gwen replied firmly.

"Fire, when I give the command. I repeat fire when I give the command." Steel replied groaning in pain watching Humungousaur lay waste into Kevin.

"We gotta blow these alien bastards, back into outer space." The one holding the back of the cannon replied.

"You sure, you wanna disobey a direct order from Steel?" The one holding the front of the cannon said which caused him to widen his eyes in fear.

Kevin could do nothing as Humungousaur smashed his fist into his face, then another, and another. Before feeling another fist smash into his chest. He dropped to his knees as Humungousaur smashed both his fists into his back. Kevin groaned in pain, when Humungousaur picked him up by the back of his neck and punched him yet again.

Kevin collided with the ground hard, before groaning in pain. He tried blasting some UV Rays at him, but he shielded his arms and raced through it. He broke his guard soon and punched him in the chest, knocing the wind out of him, before punching him in the face. Kevin hit the back of the truss arch before bouncing back and landing into another punch delievered by Humungousaur knocking him off his feet.

He grabbed his foot and launched him into the other side of the truss arch where he slammed into hard. Kevin groaned in pain before glaring at the approaching Vaxasaurian.

"Had enough yet?" Humungousaur glared.

"Not even close." Kevin tried to stand back up when Humungousaur cocked his fist back and slammed it across Chromastones face knocking him back down. Kevin tried to get back up, but this time forced himself to change.

"Stay down. This is your final warning." He warned before Kevin went from Chromastone to Swampfire at the flip of a switch and blasted him backwards with a turrent of flames.

"Or what, Tennyson!" Kevin yelled angrily.

Humungousaur snarled and raced through the intense flames before shoulder bashing straight into the fake Swampfire. Kevin was shoved violently into the arch's wall as Humungousaur launched punch after punch into his chest leaving fist sized marks in his body. Kevin gritted his teeth before blasting him with flames and causing another distraction for him to switch into Big Chill who turned intangible and phased through Humungousaur's fists. He flew above him and delivered multiple aerial attacks until Humungousaur slammed his hands together causing a shockwave to hit Kevin.

Kevin soon landed on the ground reverting back to his form. Steel watched as Humungousaur approached the downed Kevin and glared at him. He balled up his fist and cocked it back as the groggy Kevin soon started regaining his barings and looked up to see Humungousaur smash his fist downwards. Kevin shut his eyes to wait for his swift and painless death when it never came. He opened his eyes to find Humungousaur's fist inches away from his head.

He looked Ben in his eyes and watched as Humungousaur walked away. Kevin glared at him, "Get back here, Tennyson! Get back here and fight, you coward!"

Humungousaur turned around slightly and spoke, "We're done. I don't want anything to do with you anymore. I'm done tryna help you. You're not worth it. You never were." Humungousaur walked away leaving behind an angry Kevin Levin.

Something inside Kevin's head snapped as his pupils dilated, and he growled in anger and pain as his mutation started going berserk. His right arm mutated into a massive large vine which looked to be Swampfire's as his left arm resembled a giant magenta crystalized arm with three pink crystals protuding from his shoulder which came from Chromastone, at the end of his left hand resembled a clawed hand from BrainStorm. His body grew as it shredded his shirt to pieces which resembled Humungousaur's, his upper back was a light shade of green coming Goop, with his body being a dark red color with lightning bolts racing from his back to the center of his chest, he grew three crab legs on the left side of his hip courtesy of BrainStorm, two small blue furred arms sprouted from his right hip which looked to be SpiderMonkey's. His long black jeans tore into jorts with his feet resembling both Jetrays and Big Chills. A blue furred tail from the butt of his pants that looked to be SpiderMonkeys. A long flowly blue cloak that resembled wings and antenna wrapping around his large body. His head turned a violent crimson color, as a yellow horn extended from the left side of his face belonging to Jetray. He still had his long black hair and a patch on his right consisting of Swampfire's skin with three additional eyes sprouting which he got from SpiderMonkey and Humungousaur's eyebrow, and a jaw belonging to Humungousaur that split like SpiderMonkey's does. He had a lure in the middle of his forehead with gills on the sides of his throat, with green boxed wide mouth with black lips resembling Echo Echo.

Humungousaur went wide in shock as Kevin's mutation finished. Kevin gazed at himself in horror before groaning in pain as he attempted to revert back to normal, but it wasn't working, "I can't change back!" He strained attempting to revert back to normal yet again, but it didn't work again, "I'm stuck like this. LOOK AT WHAT YOU'VE DONE!" Kevin screamed before charging at Humungousaur.

The Vaxasaurian sighed in annoyance, "Is there anything, I'm not gonna get blamed for?" He stated dryly before watching as the large cloak extended into a pair of moth wings. The mutated Kevin shoulder tackled Humungousaur backwards resulting in the two crashing into the arch's wall denting it on impact.

Kevin launched his Crystalsapien arm resulting in Humungousaur catching the large fist before the Methanosian's arm was soon launched at him. Humungousaur caught it aswell. The power struggle went out till the mutated teenager let out a massive sonic scream disrupting the shape shifters strength letting Kevin overpower him. He struck him with two uppercuts, then sent a powerful punch into his stomach before punching him into the arch's wall.

The mutated teenager grabbed the Vaxasaurian and slammed him into the ground, before slamming his foot onto his chest, "Was I ever worth helping, Tennyson?!" He soon picked him up and delivered punch after punch into his face, "Answer me." He screamed, he soon blasted him with a sonic scream launching him backwards, "Answer me!"

Humungousaur collided with the archs opposite wall, before collapsing onto the ground, where Kevin picked him up by the back of his neck, "ANSWER ME, TENNYSON!" He slammed him, face first into the ground repeatedly.

Humungousaur was having a hard time trying to stay conscious, but Kevin was getting relentless, "At one point, you were worth saving, but now...now...all I see is a giant freak." Humungousaur stuttered out as Kevin glared darkly at him.

"A freak?" He repeated slowly before it soon started circling throughout his head. He pick him and spun him around, throwing him back into the arch's wall. He then landed straight on top of him, "I'll make you regret ever finding this watch! I'll kill you with your own aliens. You like that irony, Tennyson?" He delievered punches into the Vaxasaurian's face.

Humungousaur lifted up his left arm blocking off Kevin's punches before gaining enough strength to overpower the mutated teenager. He headbutted him in the face which caused Kevin to yell in pain, but it didn't end there Humungousaur delivered a punch into Kevin's face, then followed it up with an uppercut launching him upwards. Humungousaur didn't let Kevin get far as he grabbed his tail to keep him from ascending any higher and yanked him hard. Kevin descended back down straight into Humungousaur's fist. The mutated teenager collided with the opposite side of the arch.

Humungousaur huffed in exhaustion, he didn't know how much longer he can keep going. He was hoping more like praying the Omnitrix didn't choose now to time out. He watched as Kevin crawled out of the large makeshift hole they created.

"Not bad Tennyson, I actually felt that." He moved his jaw back and forth, "Let's see how much longer, you can keep going for."

Humungousaur sighed before glaring at him and soon went charging at him. Kevin's cloak took the form of wings and went flying at him. The two cocked back there fists before colliding once again. The two traded blows endlessly neither one afraid to back down or give up. But Humungousaur was slowing down due to stamina reaching its limit, which Kevin noticed and took advantage of by ducking under a punch from the large dinosaur before delivering an elbow to his stomach knocking the window out of him and soon punching him in his jaw. Humungousaur sailed backwards before colliding with the arch's wall then hitting the ground before rolling over the edge. He grabbed the edge for dear life before Kevin came walking towards him with a triumph smile on his face.

"Looks like this is the end, Tennyson. You're a good guy. Good guys never have the guts to finish guys like me." He laughed loudly before stepping on Humungousaur's slipping hand, "Sayonara, Ben Ten."

"FIRE!" Steel yelled. As the cannon below erupted a large yellow beam and struck Kevin in the chest. Knocking him straight off the bridge into the sea below. Screaming in anguish. Humungousaur watched as Kevin splashed into the sea below.

He sighed before finding the strength to pull himself up. He launched over to the support rope Steel was on, before picking him up and using the cable to slide down the bridge.

As they made it to the bottom of the bridge, Steel looked back to Humungousaur, "Thanks Kid. I won't forget this moment."

"Let's call it even." Humungousaur groaned as his badge started flashing red and soon reverted back to normal in a blinding red light.

"Alright, everyone pack it up. Let's get a move on." Steel ordered before soon everyone was packing up all there equipment and soon departing.

Ben groaned in pain before Gwen caught him, "You okay?"

"Aside from my friend becoming a freak of a hybrid of my aliens and almost beating me to death, I'd say I'm fine." Ben responded. He had a black eye, bust lip, bruises forming all over his body, and a few broken ribs.

"Come on, Ben, let's get you to a hospital." Max replied when Ben shook his head.

"I just need SwampFire, he can heal from anything." Ben laughed when sharp pains shot up his body causing him to groan in pain.

"Let's get out of here." Max replied as he and Gwen carried Ben into the RV and resumed there Summer Journey.

At the bottom of the sea, a few bubbles could be seen floating to the top...


Kevin 11 Will Return...

To Be Continued...

A/N: Whew, this chapter was so much fun to write. I honestly wanted the Four Arms and Kevin 11 fight to continue, but they cut it short. So i envisioned on the fight would have actually gone if it wasn't such a kids show. Abit on the graphic side for a fight. For Kevins alien forms, I gave him Ben's original design to differentiate between the two. Since i didn't give Kevin any part of Alien X, I gave him RipJaws instead. I like RipJaws so i implemented him into it. Will Ben acquire RipJaws? Of Course. Any comments leave em below and I'll answer in the next chapter. Btw will Gatorboy and Porcupin join the team? Hm? I'm not gonna spoil anything gotta wait and see, plus that chapter's not gonna be written for awhile. But i like your enthusiasm so we'll see.