Hey, guys. Welcome to the new chapter of Ben and Van 10. I hope that you guys like the chapter...anyway, I don't own anything except for my OCs, as the OC Rook Shadow belongs entirely to 9655. Also, I want to mention that Chromatrot and Rockzilla are RZGmon200's creations as he let me borrow his Ben 10 OC Fusion and Predator Alien after asking for permission.

NOW LET'S GET ON WITH THE STORY!

{Season 1, Episode 12: Growing Pains!}

"Okay last one to the RV Section is a rotten egg." Grandpa Max says with a warm smile as we see the gang residing inside a large shopping mall named, 'SHOPPË', and are currently walking through the mall as both Rook Shadow and Katmeleon are wearing their ID Masks to blend in the crowd.

"Decorating the Rust Bucket is so exciting." A beaming Gwen says with a smile as a whistling Policewoman walks past them.

"So bouncy!" Ben and Van cheered as they could be seen jumping up and down on a couch while giggling as Grandpa Max gave them a stern look.

"Kids, get down from there, it's NOT a trampoline. We need to head to the RV Section." Grandpa Max says as the kids ignore them and continue bouncing on the couch as Gwen groans and rolls her eyes with a scoff.

"Ugh, you guys are such babies."

"Say that to our faces!" Ben yelled with a glare as Van nodded.

"Yeah, we fucking dare you!" Van screamed as Gwen narrowed her eyes and went over to climb up the couch as she began bouncing alongside them.

"You...guys...are...babies...okay, gotta admit, this is pretty fun," Gwen says with a giggle while bouncing alongside the lovebirds as Katmeleon eagerly jumped up to join them on the fun, and Grandpa Max facepalmed as Rook Shadow rolled his eyes.

"Come on, guys, stop acting like little kids and get down from there."

"He's right, the couch is not a trampoline." Grandpa Max says with a firm tone as Van and the others pouted but stopped bouncing and reluctantly got down from the couch as, before anyone could say anything, a Female Baby crawled right past them while wearing a police hat as this left them bewildered.

"What the heck? Is that a baby? Where are her parents?" Rook Shadow asked worriedly as Van shrugged.

"Don't know but she looks cute with that police hat on." Van cooed while clasping her hands together as Katmeleon nodded.

"Super cute."

"Whoa, look! Saltfish Licorice Sticks!" An excited Ben says randomly while pointing over at a nearby small store that contains some Saltfish Licorice Sticks in the freezer. "The last one there is a rotten egg!" Ben says with a grin while running forward as Van, Gwen, Rook Shadow, and Katmeleon quickly ran after him as Max groaned and facepalmed yet again.

"Ugh, take the kids across the country they said. Oh, it will be so much fun..."

"Baby! Baby! Baby! Baby! Baby! Baby! Baby! Baby! Baby! Baby-HOLY SHIT! BABIES!" The Kids, minus Rook Shadow, chanted while running across the mall as Gwen suddenly skidded to a stop and gasped in horror and shock as Van and the others stopped running and gave her confused looks.

"Yeah, that's what I said."

"No, dumbass! Babies!" Gwen screamed with a glare while pointing upwards as Van and the others were surprised to see a bunch of babies standing on top of a pile of boxes as they reacted quickly, and Ben and Van activated their Biomnitrixes while Rook Shadow activated his Omnitrix as they all slammed their hands down on it and triple flashes of green and purple lights rang out as, once they died down, we see that the trio transformed themselves into-

"XLR8!" XLR8 screamed while closing up his visor as he ran forward and climbed up the pile of boxes to snatch up one of the babies as Ben then rushed back down into the ground.

"Kralastico!" Kralastico exclaimed while stretching her arms forward as they reached up to latch onto a second baby and carefully retracted her arms to have the baby rest in her arms safely.

"Chromastone!" Chromastone exclaimed while covering himself in a rainbow-like aura as he took off into the air and snatched the third and final baby from the stack of boxes as Rook Shadow flew down to land on the ground. "Weird, this baby has tattoos?" A shocked Chromastone asked while gesturing at the baby in his hand that has a face tattoo.

"Yeah, and my baby has glasses that are far too big on him," XLR8 added while opening up his visor and staring at his baby oddly as Kralastico glanced down at her baby, who was wearing diamond earrings.

"Okay, this is getting a bit weird."

"Either way, nice grabs." Gwen complimented with a smile as the trio nodded and placed their babies down on the ground as a smirking XLR8 suddenly closed up his visor and ran forward.

"Now watch me grab your licorice!"

"Ben!" An angry Kralastico and Gwen screamed while chasing after XLR8, who zipped into the store as he stood in front of the employee, who jumped in fright at the sight of him as Ben opened up his visor with a sly grin on his face.

"One Saltfish Licorice Sticks, please."

"Uh, that will be 3.50." The Employee says with an odd tone while backing away as an oblivious XLR8 nods and reaches down into his pocket to try and grab his wallet...only to fail as he panicked.

"Oh, no! My suit doesn't have any visible pockets, which means that my wallet is inside of my suit and I don't know how to take this thing off!" A worried XLR8 says while using his super speed to frantically search his super suit for his zipper and is able to find it at the back of his neck as he pulls it down, pulling down his suit enough to reach his stomach as Ben is about to try and grab his wallet but then-

"Thank you, kind, sir," Kralastico says with a sly grin as she and Gwen stand near Ben while able to buy a couple of Saltfish Licorice Sticks from the scared employee, who turns around to run into the break room as a grinning Van reaches into the pocket of her parka to fish out her wallet. "Guess who has visible pockets~,"

"Ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha, ha!" Kralastico and Gwen laughed loudly as a fuming XLR8 narrowed his eyes at them furiously.

"Why you..." An angry XLR8 says before zipping over to tackle a surprised Kralastico and Gwen into the ground as they begin wrestling around just as Chromastone and Katmeleon appear as they grow worried about the fight and charge forward to stop them.

"Hmm. Well, this pillow looks fine." Grandpa Max says while standing on one side of the store as the Plumber held up two couch cushions that were different colors. "Oh, but this one might be more comfortable. Ah, wish the kids were here to ask." Grandpa Max says with a heavy sigh before looking around as he now notices that there are a lot of babies crawling around, playing with each other, or even stacking each other for fun. "Hmm, people really should keep a better eye on their babies." A disapproving Max says with a heavy sigh while shaking his head as he then walks away. "Hey, kids, which cushion would you rather have in the Rustbucket?" Grandpa Max asked curiously while making his way into the store as he poked his head and was stunned to see the kids rolling across the ground as they were still wrestling with each other as a glaring Kralastico wrapped her arms and legs around XLR8 and Gwen's bodies with said people fighting back against her and each other as Chromastone and Katmeleon were trying to break them up, but then the group flinched in surprise at the sight of a scowling and disapproving Grandpa Max as Ben, Van, and Gwen laughed nervously as Rook Shadow facepalmed while Katmeleon giggled.

{Intro}

A green glowing steel pod was flying across the Milky Way Galaxy as it reached Earth and crashed down as a huge green flash occurred. Once the flash dies down, we see the glowing symbols of the Biomnitrix as the camera zooms out, and we see Ben and Vanessa looking at their new devices in wonder as the kids then glance at each other before smirking as they activate their gauntlets and two cores popped out as Ben and Vanessa raised their hands in the sky dramatically before slamming them down on their individual Biomnitrix's.

The area around them turned green as Ben slowly morphed into Four Arms and pumped his fists into the air in victory while Vanessa transformed into Coldphase as she opened up her wings and flew in the air as she generated an ice mace in her hand, and white number 1 appeared beside them.

Ben and Van 10!

Ben then quick-changed into Heatblast as he manifested a fiery cyclone around him, but the transformed boy lost control of it as the tornado began to grow. Vanessa reacted quickly and transformed into Blitz as she ran around the fire tornado and snuffed out the infernal hurricane, but accidentally canceled out Heatblast's fire in the process as well. The magma-being gave his friend a deadpanned look as Vanessa gave him a sheepish grin and a white number 2 appeared beside them.

Ben and Van 10!

Huffing in annoyance, Heatblast glared at the Citrakayah until an idea popped into his head as Ben grinned mischievously. Quick-changing into XLR8, the Kineceleran puts on his visor as he begins running circles around Blitz. Vanessa yelped as the fast winds from XLR8 forced her to fall to the ground, and XLR8 stopped running as he laughed at her immaturely. Vanessa growls at him in anger as she quick-changed into Split and duplicates herself up to 30. XLR8 yelped in surprise as Split and her clones dogpiled on the surprised Kineceleran, and a white number of a 3 appeared beside them.

Ben and Van 10!

Split and her clones smirked at each other in victory until they felt something rumbling below them as a flash of green light appeared, and they were all thrown into the air by large crystal spikes. Diamondhead rose up from the ground as he raised his hands, and encased each clone in small crystal cages as they struggled to free themselves. Diamondhead crossed his arms smugly before blinking in shock as all the Splits merged with each other and transformed into Vortex. The cloud-like alien turned herself into the air as she easily escaped from Diamondhead's crystal trap, and a white number 4 appeared beside them.

Ben and Van 10!

Not giving up the fight just yet, Ben quick-changed into Cannonbolt as he curled up into a ball and rolled over to Vortex, who stood perfectly still as she transformed into Fairytail and used her magic to conjure a slide in front of Cannonbolt. Ben's eyes widened from inside his shell as he went up the slide, and flew in the air as he crashed against the green background, and groaned as a white number of a 5 appeared beside them.

Ben and Van 10!

Fairytail giggled amusedly under her breath as Cannonbolt glared at her in annoyance and transformed into Upgrade as he turned into a puddle and slithered his way toward an unsuspecting Fairytail. Without giving her time to react, the Galvanic Mechamorph used his elasticity to wrap around her body as Fairytail struggled to escape from his grasp. Vanessa grunted before quick-changing into Tricetaurus as she burst out of Upgrade's hold and roared as a white number of a 6 appeared beside them.

Ben and Van 10!

Upgrade rubbed his head with a moan as a large shadow fell on top of him and gulped as he saw Tricetaurus glaring down at him as she raised her foot to smash him and dropped it down. Luckily, Ben transformed into Grey Matter just in time as he dodged her and jumped up to her leg as he begins crawling all across her body. Tricetaurus tried to smack him, but Ben easily avoided her attacks as he crawled to the top of her head and Vanessa glared at him as she tried to hit him, but he managed to jump out of the way in time as Vanessa accidentally smacked herself on the face, and fell down. Grey Matter laughed at her as Vanessa blushed embarrassedly and glared at him as she transformed into Snatcher and morphed into a more buffed version of Grey Matter. Before Ben could react, Snatcher leaps toward him, and the shapeshifter tackles him to the floor, and a white number of 7 appears beside them.

Ben and Van 10!

Grey Matter struggled to escape from the chokehold that Snatcher was giving him as he thought quickly and swiftly transformed into Overflow as Snatcher lost her grip on him, and she fell down to the floor. Overflow smirked down at the terrified Snatcher as he raised his hand and washed her away with a burst of water as Snatcher's physical form dissolved into a puddle of goo. Snatcher glared at the smirking Cascan before transforming into White Fang as she hissed at him and jumped onto his head. Ben struggled to push her off as White Fang used her sharp claws to scratch him but couldn't slice through his hard exoskeleton as a white number of an 8 appeared beside them.

Ben and Van 10!

Overflow grunted before transforming into Wildvine as he used his large plant tendrils to grab Vanessa's slim waist, and he threw her off. White Fang landed in a low crouch as she growled at him and transformed into Kralastico as she extended her hands and fists blew up to ridiculous proportions. Wildvine and Kralastico glared daggers at each other as they took off into a sprint and raised their fists just as a white number of a 9 appeared above them.

Ben and Van 10!

Wildvine and Kralastico struggled to free themselves as they accidentally tied themselves up with their stretched-out limbs during the fight. Kralastico whimpers and Wildvine stared at her worriedly before grinning as an idea popped into his head. Whispering his plan into Vanessa's ear, Kralastico nodded with a smile as Ben transformed into Stinkfly, and Vanessa morphed into Freakazette as they escaped from their bonds. Stinkfly flew in the air happily as Freakazette popped up behind him and pulled out a sign with a white number 10 on it from her hammerspace.

Ben and Van 10!

Happy to not be fighting anymore, Stinkfly and Freakazette smiled at each other warmly as the young cartoony devil-like alien reached out, and she literally flipped the scene around as we see Ben and Vanessa standing in a large white room while back in their human forms as Max, Gwen, Katmeleon, and Rook Shadow stood beside them.

Ben shared a low five with his grandfather and male best friend while Vanessa shared a hug with the red-head girl and mutant pet as Ben and Vanessa then stared at each other for a few seconds before blushing as they shyly held hands, and the others laughed at this amusedly before everyone goes serious as Ben, Van, and Rook Shadow smirked cockily while holding out their Biomnitrixes, Omnitrix, and Nemetrix as a determined Gwen transformed into her Titan Girl Form and flew up into the air as her fists lightning up with yellow godly electricity as a smirking Max Tennyson puts on his Plumbers Uniform and pulled out an alien blaster as Katmeleon laid on his shoulder and roared cutely as all of the Alien Shapeshifter's Fusion Aliens appeared beside them.

{Intro Over}

"They have a really fun place for babies in this store, and it's called daycare." A glaring Grandpa Max says while dragging the kids across the mall as they arrive at a section named, 'Kiddy Land'. "You can stay here while I shop the camping gear."

"Aw, man, this is not fair, Grandpa." A blushing Ben says as he and the others blushed in embarrassment when a bunch of kids their age spotted them in the Kiddy land and began laughing at them as they groaned.

"Yeah, this is mortifying," Van says with a pout as Gwen nods.

"We're not toddlers, Grandpa. We're ten years old."

"Then why don't you three act like it like Rook Shadow does?" A firm Grandpa Max says while letting go of the kids and crossing his arms as Rook Shadow nods in agreement.

"Yeah, you guys brought this on yourselves. Besides, I don't like this any more than you three do because I'm forced to stay here to look after you." Rook Shadow says with a scoff as the others glared at him but then spotted an old lady standing near them as she was bossing around a group of men, who were moving around chairs and tables and such as she grinned sadistically.

Standing before them is a 5'8-feet-tall, 45-year-old Woman with black eyes that had purple mascara, fan-like shape purple hair, thin black eyebrows, a small stumpy nose, thick red lipstick, a sharp chin, D-Cup Breasts, Pale Skin, a tall plump fat build, and her outfit consists of a pair of tan earrings, an orange and black-striped dress, a white apron with a nametag, a purple umbrella with black stripes on it strapped to her back, white leggings, and black shoes. Her name is Nanny Nightmare, a biochemist and supervillain.

"Yes, right there. Perfect." Nanny Nightmare says with a sly grin as she has a British Accent. "You are all such good boys. Know that Nanny appreciates your perfect manners. Manners are so important." Nanny Nightmare says with a creepy laugh and clapping her hands together as she then notices the others' presence and turns to face them. "Oh, who are you people?"

"Oh, uh, quick question, are you in charge of this Kiddy-land?" Grandpa Max asked warily as Nanny Nightmare nodded.

"Yes, I am." Nanny Nightmare says before spotting the kids as she perked up. "Oh, my, who do we have here?"

"Oh, these are my grandkids and their friends and pet. They've been rowdy all day. They could use some cooldown time. You won't mind watching them until I'm done shopping, right?" Grandpa Max asked as Nanny Nightmare nodded with an innocent smile on her face.

"Not at all." Nanny Nightmare says before turning over to the kids as she spotted them doing a couple of things that she didn't like. "Don't scratch your behind. Put on a smile, deary. You are never dressed without one. Don't slouch, dearie. And don't glare at me like that, young man." Nanny Nightmare says to Ben, Van, Gwen, and Rook Shadow as she also stares at Katmeleon in Van's arms in disgust and anger as the Supervillain then smiles at Grandpa Max innocently. "Just leave everything to me. They'll be like whole new children when you get back, and we'll begin with a lovely little story time." Nanny Nightmare says while leading the kids over to sit down on the kiddy chairs and table as an annoyed Rook Shadow turns to Gwen.

"Do you also find this person to be very creepy and strict?" Rook Shadow asked Gwen, who nodded in agreement as all of them were embarrassed by how Nanny Nightmare was acting with them as if they were toddlers.

"Sounds perfect. Best behavior, kids. Back in a few." Grandpa Max says while giving them a cheerful smile as he turns around to walk away.

"You children are in for a treat. This is my favorite story, and if you pay strict attention, you may just learn something." Nanny Nightmare says with an evil grin while walking over to sit down on a chair and reaching over to grab a book as she then presses a button on her armrest, and Ben, Van, Gwen, and Rook Shadow gasp in surprise as their arms and legs were suddenly strapped in their chairs while a red leash reached over to wrap around Katmeleon's neck as she yelped in shock.

"Hey!/What the heck?!/What gives?!/Whoa!" Ben, Van, Gwen, and Rook Shadow exclaimed panickedly and worriedly as Nanny Nightmare smiled calmly and opened up her book as she shushed them.

"Silence, children. It's time for an amazing story, mine. Many years ago, there lived a proper young biochemist. Her peers had very poor upbringings indeed. They ridiculed her brilliant scientific notions as foolish, but she didn't let their rudeness stop her pursuits. She devised a miraculous powder that would turn ill-mannered and impolite alike back into their purer, younger state, primed for re-education in her special finishing schools. Soon, everyone could be transformed into respectful, responsible young children, and the world could begin a new era of good manners, all courtesy of me, the Nanny of Nicety."

"That's a dumbass plan." Van says with a glare as she and the others, including Ben, can see the numerous holes in her 'brilliant' plan.

"Yeah, you are more like Nanny Nightmare than Nanny of Nicety," Ben said with a scoff and rolled his eyes as Nanny Nightmare narrowed her eyes at them angrily.

"It is very...rude to interrupt!" Nanny Nightmare snapped with a scowl as the kids glared back at her and struggled to escape, but Van, Ben, and Rook Shadow were unable to use their Alien Shapeshifting Gauntlets and Watches due to the straps covering their Biomnitrixes, Omnitrix, and Nemetrix as Gwen was unable to summon her Titan Gauntlets due to her arms being strapped.

"But if you're such a brilliant scientist, why are you working the babysitting room in the furniture megastore?" A bewildered Rook Shadow asked as Nanny Nightmare grinned slyly.

"Wouldn't you know it? These emporiums have just the sort of tiny little screw that I need to build my superweapon. I have to distribute my regressive baby powder evenly over the entire city, don't I?" Nanny Nightmare asked with an evil laugh as the kids shared a worried look just as a random man appeared as he walked into Kiddy Land.

"Hey, uh, tryin' to find the kitchen stuff? This place is like a maze-W-Wait, why are those kids chained up?" The Man asked concernedly, planning to call 911 at the sight of the chained-up children as Nanny Nightmare merely grinned evilly and walked over to him.

"My dear boy, let Nanny help you find your way." Nanny Nightmare says while reaching behind her to pull out her umbrella as she presses a button on it, and it sprays a huge burst of pink smoke that covers the Man's body, aging him down to be a baby as he cries and waddles away as the gang looks stunned by this. "There. Much more agreeable. Now run along and play, young man. I have a world to change." Nanny Nightmare says with the group struggling to escape even more as she turns to them. "Those noises are very disagreeable. Your slates are awfully dirty, darlings. Why don't I make them blank for you?" Nanny Nightmare says while holding up her umbrella as the Nanny presses a button on it, and it sprays a huge burst of pink smoke that covers Ben, Van, Gwen, and Katmeleon's bodies with the latter losing her ID Mask due to the smoke as Rook Shadow, however, is able to loosen one of his arms and reached over to slam his hand down on his Omnitrix as a flash of purple light rang out.

Once the pink smoke dissipates, we see that Van was de-aged to be a 3'6-feet-tall, 5-year-old girl with baby blue eyes, long curly blue hair that was tied up into two low-hanging ponytails that were held together by purple bows, a small nose, a few freckles on her cheeks, chubby cheeks, Caucasian Skin, a slender build, and her outfit consists of a sleeveless light purple dress that reaches down to her legs with the symbol of a pink butterfly planted on her chest, her Biomnitrix that was still planted on her right forearm as it was shrunken down in size to fit her tiny arm, and a pair of light purple crocs.

Once the pink smoke dissipates, we see that Ben was de-aged to be a 3'6-feet-tall, 5-year-old boy with emerald green eyes, shoulder-length spiky brown hair with large bangs that covered his eyes slightly, a small nose, chubby cheeks, Caucasian Skin, a slim build, and his outfit consists of green overalls with a black shirt underneath it as it has white '5' on a black square planted in front of his overalls, his Biomnitrix that was still planted on his right forearm as it was shrunken down in size to fit his tiny arm, and a pair of black low-profile sneakers.

Once the pink smoke dissipates, we see that Gwen was de-aged to be a 3'8-feet-tall, 5-year-old girl with green eyes, short shoulder-length red hair that was held back by a blue hairclip, a small nose, chubby cheeks, Fair Skin, a tall slender build, and her outfit consists of a pair of sapphire earrings, elbow-length blue raglan shirt with a blue cat logo placed in the center, long white capri pants, and a pair of white sneakers with dark blue stripes.

Once the flash of purple light died down, we see that Rook Shadow has transformed himself into a 5-feet-tall Male Gastroid as he resembles a mechanical humanoid alien creature that has purple pupilless eyes, no hair with three silver/purple nozzles/openings planted on his head/shoulders/two on each of his forearms/three on the white/black rim between his shoulders and neck/on his back/posterior as he can eject all of his gas from all of them, a pair of large muscular four-fingered arms, bluish-purple skin with black spots on his body, a tall muscular build, a pair of large muscular toeless legs, and his outfit consists of a purple/black gas mask in front of his mouth with the Omnitrix Symbol planted on it, a purple/black jumpsuit that covers up his whole body completely with the exception of his head/shoulders, a pair of white gloves that are equipped with purple/black vambraces and arm length black sleeve covers, and a black belt with purple stripes and a window on his stomach so that the gas he uses can be seen. His name is Gutrot.

Once the pink smoke dissipates, we see that Katmeleon was de-aged to be a five-inch-tall, 1-year-old (Physically)/10-years-old (Mentally) Mutant Female Hybrid as she has the body of a cat with big yellow/red eyes that resemble that of a chameleon as she has red/white marks around her eyes, two red/white cat-like ears, a cat-like pink nose, three whiskers on each of her cheeks, three-clawed chameleon-like paws, two large black bat-like wings on her back, red/white chameleon-like skin/fur, a chameleon-like tail, and three-clawed chameleon-like paws...overall, she looks pretty much the same but smaller and has bigger eyes.

"Baby!" Gwen shouted worriedly while speaking in a childlike voice as she pointed over at the others

"It's not time to start all that again, Gwen." Ben scolded with a childlike voice as Van nodded with a scoff as she rolled her eyes.

"Yeah, we need to find a way to free ourselves and stop Nanny Nightmare," Van says with a childlike voice as Gwen shakes her head with a frown.

"No, guys, look, we are all babies," Gwen says while gesturing at herself and the others as Ben and Van glance down at their bodies as they gasp in shock at this.

"Oh, my gosh! We're babies!"

"Baby!" Katmeleon shouted with a childlike voice as Nanny Nightmare raised an eyebrow confusedly.

"Hmm. You kids are more like toddlers than babies. I'll have to look into my powder formula, and where is the fourth kid?" Nanny Nightmare asked as she and the others looked around, and they noticed that Rook Shadow had disappeared from sight. "Eh, whatever, at least you kids are quite manageable now." Nanny Nightmare says as she then turns to her Henchmen. "Oh, boys. Do get these little ones out of the way. Nanny has a populace to transform." Nanny Nightmare ordered as her group of Henchmen nodded and four of the Henchmen walked over to grab Van and the others and began dragging them as Nanny Nightmare whirled around to walk away.

"It's Hero Time!" A determined Ben 10 screamed while activating his Biomnitrix as he raised his arm and slammed his hand down on it as a flash of green light occurred.

Once the flash of green light died down, we see that Ben 10 has transformed himself into a 5-year-old Version of Four Arms, which makes him resemble a 6-feet-tall humanoid alien with a bigger head as he has four large green pupilless eyes, no hair/ears/nose, a black stripe that goes down from his head to his chin and to his lower lip, a small mouth, a sharp chin, two pairs of four-fingered arms as his lower arms are remarkably smaller than his upper arms, Red Skin, a tall muscularly slim build, and his outfit consists of green overalls with a black shirt underneath it as it has the Biomnitrix Symbol planted in front of his overalls, a pair of fingerless black gloves, and a pair of black low-profile sneakers.

"Four Arms!" Four Arms screamed as the surprised Henchmen was forced to let go of him due to his now taller height, and said person used the opportunity to reach behind him to grab his foe and judo-flipped him into the ground hard enough that a small crater was formed around him.

"It's Time To Alien Up!" Vannessa shouted with a glare while activating her Biomnitrix as she raised her arm and slammed her hand down on it as a flash of green light occurred.

Once the flash of green light died down, we see that Van 10 has transformed herself into a 5-year-old Version of Tricetaurus, which makes her resemble a 10-feet-tall humanoid triceratops-like alien with green eyes, three white horns on her head, yellow teeth, a sharp chin, a pair of huge muscular arms with three fingers on each hand, an armored hide that is black with minor plating on her shoulders/tail/back/arms/upper legs and has a white-colored chest/abs/inner arms/lower jaw, a long tail with a war hammer was attached at the end naturally, and a pair of elephant-sized feet as she has the Biomnitrix Symbol planted on her chest.

"Tricetaurus!" Tricetaurus shouted with the shocked Henchmen riding around on her back as she twirled around and was able to send him flying away with a startled scream as he crashed down onto the ground with a pained groan.

"It's Titan Time!" Gwen exclaimed while glancing down at her hands and flexing them, causing her pair of fingerless blue leather gloves to be covered by small flashes of golden light as they transformed into her Titan Gauntlets, and a grunting Gwen proceeded to slam her fists together as her body was soon covered with a bright golden light, and once the flash of golden light died down, we see Gwen transforming into Titan Girl as she reached behind her and grabbed onto the shocked Henchmen by his shirt as Titan Girl tossed him away with her superhuman strength and whirled around to face her opponents but stopped at the sight of the others as she cooed.

"Awww, baby aliens." Titan Girl cooed while cupping her cheeks as Tricetaurus and the others deadpanned at this before growing serious as the rest of the Henchmen crowded them and were about to attack them, but then everyone flinched in surprise when a poof of cyan smoke whirled around the Henchmen, knocking them out as they crashed down into the ground and began sleeping as Four Arms scratched his head confusedly.

"Wait, what just happened?"

"That was sleeping gas, my friend," Gutrot says while stepping out of his hiding spot as the gang perked up.

"Oh, there you are, Shadow. We were worried about you. What happened?" A worried Tricetaurus asked as Gutrot smiled and reached up to slam his hand into his Biomnitrix Symbol as he Quick-Changed back into his Normal Form with a flash of purple light.

"Well, when Nanny Nightmare attacked us, I was able to escape and transformed into Gutrot to avoid her attack and hid myself long enough for me to help you guys out." Shadow explained as the group nodded just as they heard a small whimper as the Bio-Team turned their heads and spotted Katmeleon being restrained by a surviving Henchmen as he whistled loudly, causing more and more Henchmen to appear as the gang shared a determined look and nodded as Tricetaurus and the others rushed over to attack them while Rook Shadow stayed behind as he activated his Nemetrix and slammed his hand down on it as a flash of red light occurred, and once it died down, we see that he had transformed himself into-

"Crabdozer!" Crabdozer exclaimed through the communication system placed inside the Nemetrix Symbol as he charged forward.

Charging forward, a grunting Four Arms leaped forward while holding out his four arms as he clotheslined two Henchmen and sent them crashing down onto the ground with a couple of pain grunts as Ben reached over to grab them by the back of their shirts and twirled them around to send them flying over to crash against several Henchmen, knocking them down like bowling pins as a roaring Tricetaurus ran ahead on all fours and crash against several Henchmen before twirling around to slam her war hammer-like tail into the ground to create a big purple shockwave blast that sends them flying away.

Cartwheeling forward, a grinning Titan Girl was able to kick away a Henchman as she landed on the ground and suddenly whirled around to catch the punch of a charging Henchmen as Gwen raised him up into the air and twirled him around rapidly with her superhuman strength as she then tossed him away and various Henchmen tried to leap up and tackle Crabdozer into the ground, but failed as he simply twirled around and sends them flying away with a mighty roar.

Dusting off his hands with a smirk, Four Arms then gritted his teeth in annoyance as two Henchmen pulled out their guns and began opening fire on the Male Biomnitrix Wielder with said person was able to easily tank the attack as he then raised his four hands and slammed them together, being able to create a weak shockwave that still sends the Henchmen flying away as Tricetaurus rushed over to throw multiple strong and powerful punches that sends several Henchmen flying away.

Narrowing her eyes, Titan Girl then raised her glowing yellow hands and fired multiple bolts of yellow electricity that collided against various Henchmen, electrocuting the hell out of them a loud whistle caught her attention and turned her head to see Crabdozer gesturing over at a group of Henchmen and ran forward as Gwen perked up, understanding what he was planning as she crouched down and leaped forward to deliver a strong kick to his body, sending Rook Shadow flying over to crash against the Henchmen as he sends them all flying away.

Raising his four arms, a growling Four Arms then slammed his four arms into the ground, creating a small yet powerful earthquake that sent various Henchmen flying away and Tricetaurus ran towards the Henchman holding Katmeleon with said person trembling in fear and let go of his captive hostage as he turned around to run away and Van quickly went over to grab Katmeleon as they shared a small smile but then she and Ben spotted more and more Henchmen appearing onto the scene as the lovebirds shared a look and nodded as Four Arms and Tricetaurus raised their arms as they slammed their hands into their Biomnitrix Symbols and dual flashes of green light rang out.

Once the flash of green light died down, we see that Ben 10 had Quick Changed himself into a 5-year-old Version of Heatblast, which makes him resemble a 3-feet-tall, plasma-based humanoid alien life-form as his body is composed of a super hot inner plasma that was covered by dark red/black rocks and has a rock-like faceplate with an oversized flaming head, a pair of large oversized hands/forearms, a thin build, the Biomnitrix symbol planted on his chest, and a pair of feet have a slight oval-like design with only two toes and one back toe as his whole body was radiating with extreme heat. His name is...

"Heatblast!" Heatblast exclaimed as he struck a heroic pose and raised his arms as he fired a small yet powerful stream of orange/yellow flames that impacted against the ground and created a huge wall made out of orange/yellow flames that prevented the Henchmen from stepping any closer.

Once the flash of green light died down, we see that Van 10 had Quick Changed herself into a 5-year-old Version of Coldphase, which makes her resemble a 2'10-feet-tall moth-like creature that has four small white wings and an antenna that can be folded up into a white hooded robe, giving her a phantom-like appearance as she has a black body with white patches on her arms/the back of her wings/shoulders/legs as the back of her head resembled ice chunks as each of her patches has a thick white outline, except for the ones on her wings which are outlined in black as there is also a black line that runs on the edge of the outer margin on the back of each wing.

On her torso are three white plates; one resembling the chest, a shorter plate under the chest, and one resembling the stomach, a huge round head with white cheeks/underjaws, a mouth that always shows several large whitish teeth, a pair of huge pupilless light blue eyes with dark blue spots on them, the top of her head also sports a white Y-shaped marking that extends over her scalp, has three pointed fingers and a thumb on each hand, two toes on each foot with a third toe-like extension on her ankles, and has the Biomnitrix symbol located on her stomach.

"Coldphase!" Coldphase while taking off into the air as she flew straight towards the group of Henchmen and breathed in a huge burst of icy frost as Crabdozer spots this and grinned slyly, deciding to switch things up too as he reached up to slam his hand into his Nemetrix Symbol and a flash of red light rang out.

Once the flash of red light died down, we now see that Rook Shadow had transformed into a 12-feet-tall Male Antrosapien with pupilless red eyes, a trail of large red crystals that is planted on top of his head as it reaches down to his back and resembled hair, no ears/nose, a huge mouth with multiple large red crystals, three big red crystals attached on his cheeks/chin, twp giant red crystals attached on both of his shoulders, long slim arms with huge black hands that have four red crystal-made claws, Black Rock-Like Skin, a gorilla-like top-heavy build with a slim waist, short thick big legs with three red crystal-made toes, and has the Nemetrix Symbol planted on his chest. His name is-

"Rockzilla!" The Now-named Rockzilla exclaimed through the communication system placed inside the Nemetrix Symbol as he charged forward.

Staring up at the big alien fearfully, the Henchmen then screamed in pain and agony as Rockzilla produced a big energized sonic scream that sent them all flying away as a smirking Titan Girl zoomed forward with the help of her superhuman speed and raised her yellow electrical-covered arms as she delivered several powerful punches that knocked out all of Henchmen and send them flying away with several pained screams.

Lowering his arms, Heatblast fired dual streams of orange/yellow flames that sent him flying up into the air as he front-flipped over to slam his feet into the ground, creating a big orange/yellow fiery shockwave that knocked out all of the Henchmen as Coldphase flew forward while turning herself intangible as she phased through several Henchmen, freezing them in blocks of ice as a giggling Coldphase turned herself tangible again.

Multiple Henchmen can be seen firing multiple bullets at Rockzilla, not hurting himself whatsoever due to his thick rocky armor as he charged over to swipe them away with his giant arm as Titan Girl jumped up high into the air and raised her sparkling yellow arms as numerous dark gray clouds formed around her and Gwen thrusted her arm downwards to fire numerous yellow bolts of lightning that electrocuted the hell out of the Henchmen as they all screamed in pain.

Aiming his arms behind him, Heatblast then propelled himself forward with the help of dual streams of orange/yellow flames as he then skidded to a stop and thrusted his arms forward as Ben used his Earth Manipulation Powers to create dual pillars of earth that stretched over to collide against two Henchmen, knocking them out as Coldphase spread out her wings and flew upwards while twirling around as she fired a huge burst of cold frost that froze all of the Henchmen around her in big blocks of ice.

Rearing back his head, Rockzilla then roared out a big energized sonic scream that caused all of the Henchmen to scream in agony and hold their ears in pain before getting knocked out as Titan Girl whirled out in mid-air and fired numerous disk-shaped yellow energy constructs at all of the Henchmen, sending them flying away with a couple of pained screams as Gwen landed down on the ground.

After taking out her foes, Coldphase then flew over to land beside Heatblast, who gave her a thumbs up as the lovebirds then spotted a group of Henchmen charging toward them as the Alien Shapeshifting Heroes shared a look and nodded as Ben and Van raised their arms and slammed their hands into their Biomnitrix Symbols as dual flashes of green lights rang out.

Once the flash of green light died down, we see that Ben 10 has Quick Changed himself into a 5-year-old Version of Cannonbolt, which makes him resemble a 6-feet-tall Male Arburian Pelarota as he resembles a hulking broad-shouldered humanoid alien creature with a pudgy plush-like build as he had a pair of pupilless green eyes, no ears/nose, a large mouth filled with considerably small yet sharp white teeth, a pair of large white arms that was covered with two small natural yellow armor plating on his shoulders and the back of his hands, white fur with small natural yellow armor plating on his back/shoulders/the back of his arms and a black parts on his head with a black stripe that goes down the middle of his body, and a pair of large white feet that were covered with two small natural yellow armor plates on the sides of his legs as he has the Biomnitrix Symbol located on his chest.

"Cannonbolt!" Cannobolt screamed while rolling up into his Ball Form with his backplates and the plates on his hands covering him as this form has semi-circular yellow stripes across his body with black lines around the circular plates, and his side plates are the plates on his shoulders as Ben rode forward and collided against various Henchmen to knock them away.

Once the flash of green light died down, we see that Van 10 has Quick Changed herself into a 5-year-old Version of Split, which makes her resemble a 1-feet-tall, humanoid, adorable, Female Splixson with dark green eyes that have light green pupils, three white fins-like growths attached to her head and were tied up into two low-hanging ponytails that were held together by purple scrunchies, three green gem-like extended sensory nodes on her forehead, two small whiskers placed on each of her cheeks, a pair of large hands with four sharp fingers, extra green gem-like extended sensory nodes located on her shoulders/wrists, light white skin with a black/white head and face and black shoulders, a short slim built, a pair of small feet with three cat-like toes on each foot, and her outfit consisted of a sleeveless light purple dress that reaches down to her legs with the symbol of a pink butterfly planted on her chest and a pair of light purple crocs as she has the Biomnitrix Symbol located on her forehead.

"Split!" Split exclaimed while duplicating herself up to a hundred and commanded her clones to go over and attack the Henchmen as, while they were distracted, the group ran over to group up with each other.

"This is a waste of time." A glaring Titan Girl says as the others nod.

"We need to go and deal with Nanny Nightmare," Rockzilla says as Split gains a worried look.

"But where can she be?"

"Guys, look, up there," Cannonbolt says while pointing up at the skylight as the gang spotted the silhouette of Nanny Nightmare walking by. "Let's follow after her," Cannonbolt says as the others nod, and Ben and Van reach up to slam their hands on their Biomnitrix Symbols as dual flashes of green lights rang out while Rockzilla reaches up to slam his hand into his Nemetrix Symbol as he Quick Changed himself into his Normal Form with a flash of red light as Rook Shadow then activated his Omnitrix and slammed his hand down on it as a flash of green light rang out.

Once the flash of green light died down, we see that Ben 10 had Quick Changed himself into a 5-year-old Version of Stinkfly, which makes himself a 2-feet-tall bug/insect-like creature with four pedunculated green eyes that are pretty small and are linked directly to the sides of his huge head as they had four tiny black pupils, no hair/ears/nose, a large mouth with wrinkle lines and crooked green teeth, a pair of large light green wings with very fragile lines on them, a pair of green human-style arms with three clawed fingers, four green insect-like flat legs, a black stinger, and his outfit consists of green overalls with a black shirt underneath it as it has white '5' on a black square planted in front of his overalls and has the Biomnitrix Symbol planted on his chest.

"Stinkfly!" Stinkfly exclaimed while flapping his wings rapidly as he allowed Titan Girl to go over and board him before flapping her wings rapidly as he then took them off into the air and flew through the opened skylight.

Once the flash of green light died down, we see that Van 10 had Quick Changed herself into a 5-year-old Version of Fairytail, which makes herself resemble a 4'5-feet-tall, beautiful, humanoid alien creature that resembled a normal 10-year-old girl with a pair of emerald green eyes, long pink hair that reaches down to her waist as it was tied up into two low-hanging ponytails that were held together by purple scrunchies, pointy ears, a small nose, a sharp chin, a pair of giant butterfly-like wings planted on her back, Caucasian Skin, a slender build, a long lion-like tail, and her outfit consisted of a giant elegant green leaf dress that covers her body entirely, a pair of green leaf-like forearm-length gloves, and a pair of green leaf-like boots as she has the Biomnitrix Symbol planted on her chest.

"Fairytail!" Fairytail screamed while grinning widely as she then took off into the air and flew through the skylight as an eager Katmeleon followed after her.

"Chromastone!" Chromastone shouted while covering himself in a rainbow-like aura as he took off into the air and flew through the skylight as he and the others landed on the roof of SHOPPË as Bio-Team was shocked to see Nanny Nightmare floating in the air with the help of her umbrella as a giant machine blaster was placed near her.

"Children are not allowed on the roof." Nanny Nightmare says while spotting the Bio-Team standing below her as she grins at them maliciously. "But since you're already here, it would be rude of me not to show you my marvelous creation firsthand. Adorable, isn't it?"

"Oh, yeah, because a machine that transforms people into babies against their will is adorable." A glaring Chromastone says sarcastically as Van and the others nod angrily.

"It's rude to interrupt your elders, darling." A glaring Nanny Nightmare says as she then waves them off boredly. "Anyway, I'm sorry, but I don't have time to play, sweetlings, but Nanny still has adjustments to make before she finally fixes the entire world." Nanny Nightmare says just as her Powder Machine begins glowing purple as a concerned Gwen turns to the others.

"We have to stop her." Titan Girl says with a glare as the others nod.

"Don't worry, I have a plan," Stinkfly says as Van gives her a surprised look.

"Wait, really? You have a plan?" A stunned Fairytail asked as Ben gave her an annoyed look.

"Yes, I do. Anyway, girls? You go and distract Nanny Nightmare while Shadow and I take out her machine." Stinkfly ordered as Fairytail nodded and reached up to slam her hand into her Biomnitrix Symbol as a flash of green light occurred.

Once the flash of green light died down, we see that Van 10 had Quick Changed herself into a 5-year-old Version of Vortex, which makes herself resemble a 4'2-feet-tall humanoid cloud-like alien creature with green eyes, long cloud-like hair that is tied up into two low-hanging ponytails that were held together by purple scrunchies, pointy ears, no nose, a small mouth, a sharp chin, and her outfit consists of a light purple dress that reaches down to her legs with the symbol of a pink butterfly planted on her chest and puffy sleeves, a pair of light purple gloves, and a pair of light purple boots as she has the Biomnitrix Symbol located on her chest.

"Vortex!" Vortex exclaimed while transforming herself into a large white tornado as she collided against a surprised Nanny Nightmare, sending her flying away as a grinning Titan Girl and Katmeleon leaped/flew after them, and the boys shared a look as they flew over to the Powder Machine and Stinkfly raised his hand to slam it into his Biomnitrix Symbol as a flash of green light occurred.

Once the flash of green light died down, we see that Ben 10 had Quick Changed himself into a 5-year-old Version of Upgrade, which makes herself resemble a 4'5-feet-tall Male Galvanic Mechamorph with a small light purple circle planted right where his face should be as it acts as his eye/mouth, four-fingered large arms, a black exterior with multiple dark purple stripes that travel across his body and resembled circuitry, his torso/thighs were colored light purple with black circuitry, a humanoid slim body that was made out of liquid metal, large stump-like feet, and has the Biomnitrix symbol planted on his chest.

"Don't worry, Baby Upgrade got this." Upgrade says while running over to splash himself against Nanny Nightmare's Powder Machine and covering it completely with black goo that had purple circuitry-like tattoos and changed it to resemble a giant blaster as Ben popped his head out. "Uh, Shadow, I might need some help."

"What's wrong?" Chromastone asked as a worried face emoji appeared on Upgrade's face circle.

"I can change the blaster and stop it from firing but I don't know how to change the chemicals inside of me to reverse us all back to our original ages." Upgrade explained as Chromastone nodded before perking up as an idea popped into his head.

"Well, Maybe It's Time To Fuse Into..." Chromastone says while reaching up to grab his Omnitrix Symbol as he presses the sides tightly for five seconds, and the core extends as it shows the silhouette of Gutrot. "...Chromatrot!" Chromastone screamed as he proceeded to slam his hand down into the core, and a flash of purple light covered his body as we see the Revonnahgander transforming into a New Fusion Alien Form and striking a heroic pose.

Standing before them is Rook Shadow transformed into his New Fusion Form of a Gastroid and a Crystalsapien as he resembles a mechanical humanoid alien creature with a crystal magenta face that has purple pupilless eyes, no hair with three magenta/purple nozzles/openings planted on his head/shoulders/two on each of his forearms/three on the white/black rim between his shoulders and neck/on his back/posterior as he can eject all of his gas from all of them, a large magenta crystal planted on the top of his head that resembled a horn, a pair of large muscular four-fingered arms, dark gray skin with black spots on his body, a tall humanoid top-heavy muscularly slender build, a pair of large muscular toeless legs, and his outfit consists of a purple/black jumpsuit that covers up his whole body completely with the exception of his head/shoulders, a pair of fingerless white gloves that are equipped with purple/black vambraces and arm length black sleeve covers, and a black belt with purple stripes and a window on his stomach so that the multi-colored gas he uses can be seen. Rook Shadow had now transformed into his combined Male Fusion of Chromastone and Gutrot named-

"Chromatrot!" Chromatrot screamed while going over to the Upgraded Powder Machine as the hatch underneath it opened up, and two handles popped out as Rook Shadow was quick to grab them, and his body was covered with a rainbow-like aura and expelled multi-colored gas from out of the nozzles on his body as it went inside of the Upgraded Powder Machine and powered it up with his rainbow-like energy as it glowed brightly and aimed downwards towards the skylight as Nanny Nightmare, who was still fighting with the girls, noticed this and gasped worriedly.

"What?! What have you done to my glorious machine?! It's supposed to be aimed at the city!" An alarmed and concerned Nanny Nightmare says just as the Upgraded Powder Machine and Chomatrot worked together to fire out a huge amount of green/purple smoke that began spreading across the whole mall of SHOPPË, aging up everyone inside back to their original ages, including the Bio-Team as Upgrade separated from the Powder Machine and the girls ran/flew up to the others as Ben and Van's Biomnitrix Symbols began beeping red as they transformed back into their Human Forms with dual flashes of red light while Rook Shadow reached up to tap his Omnitrix Symbol and Quick Changed back into his Normal Form with a flash of purple light.

"Oh, good, we're back to our original ages," Van says with a smile as Ben glances down at his normal attire and nods.

"And back to our original attire."

"No baby!" Katmeleon cheered while flying around excitedly as Bio-Team then turned their heads and spotted what seemed to be a 65-year-old Nanny Nightmare standing before them as her face became more wrinkled, and her hair became a pale purple color.

"What have you done to my machine?!"

"More like what did it do to your face? You're old as shit." Rook Shadow says with a laugh while no longer wearing his ID Mask as Nanny Nightmare glares at him with a huff.

"It's not proper to comment on the age of an elder. You've pulled your last prank, you whelps." A scowling Nanny Nightmare says as she is about to step forward, but gasped in shock at the sight of her reflection as she stumbled back. "You little twits! You reversed my de-aging powder!"

"Sure did, and now even your wrinkles have wrinkles," Ben says savagely as the others laugh.

"You've ruined everything, you brats!" Nanny Nightmare screamed while rushing over to try and attack the Bio-Team, only for them to move to the side as she ended up falling through the skylight, but thankfully landed down in the ballpit as she popped her head out with a glare. "This isn't over yet!" Nanny Nightmare yelled just as several people appeared as they glared at her, very angry for what she did as the adults reached over to grab her and we then fast forward in time as we see the Bio-Team standing near the Rust Bucket with Rook Shadow and Katmeleon wearing their ID Masks as they stared at the scene of Nanny Nightmare and all of her Henchmen getting arrested by the police with smug grins on their faces as Grandpa Max appeared.

"Hey, kids, what did I miss?" Grandpa Max asked curiously as the Bio-Team shared a look and chuckled as they stepped forward to explain what happened to him.


And done! I hope you guys enjoyed the chapter, and I can't wait to write the next one.

Anyway, as always, I will catch you all later.