Gwen flew a kite, while Ben and Eddie threw a football around. Ben caught the ball.
"Nice one, but can you get past me for a touchdown?" He pointed to two trees behind him. "That's the end-zone." He threw the ball back to Eddie. Who caught it and smiled.
Eddie ran forward, trying to weave past Ben. But Ben matched every move.
'He may not be very big, but he's quick.'Eddie thought to himself. Finally, Ben hit him, knocking him off balance, both of them falling to the ground.
"Fumble and a recovery!" Ben declared.
Eddie shook his head, "Sorry, it was a dead ball. No turnover," He added. "But let's see if you can do better."
The boys switched places. Ben ran toward their agreed upon end-zone. Once again, he was hard to keep up with. Eddie almost had him, but Ben slipped past him. At a dead run Eddie was faster though and caught up to him, tackling him to the ground, only inches short of the touchdown.
Both boys breathed hard, Ben suggested. "Halftime?"
Eddie nodded, "Halftime."
The two boys walk over to Gwen. With a smile Eddie sings, "Let's go fly a kite. Up to the highest height."
Gwen returns the smile, adding; "Let's go fly a kite and send it soaring..."
Ben looks at them, puzzled. "Okay... So, what's that from?"
"You've never seen Mary Poppins?" Eddie was genuinely surprised.
"The lady that flies with an umbrella?" Ben questions
Gwen smiled. "I think we know what movie we need to watch tonight."
"Hey Gwen, you think you could pop us into a painting later?" Eddie suggests.
"Okay, now I have to see this movie."
The other two kids laughed.
When Gwen looked over to her grandfather, planning to ask if he had a copy of the movie they wanted to see, her expression changed to one of concern.
"Grandpa Max seems pretty bummed."
Always preferring the direct approach, Ben walked up to the older man. "Hey Grandpa, what's wrong?"
"Huh… Oh, nothing, nothing. I'm fine. I just… need a little time to myself, that's all."
Ben was concerned. His grandpa needed him. But Gwen grabbed his arm, telling Max; "No problem. We'll be at the playground." She led Ben along with Eddie on his other side as they made their way to the playground.
The kids sat on a hill overlooking the playground. Ben lay on the grass, Gwen next to him with her arms wrapped around her knees. Eddie, sat next to her, noticing the worried look on her face.
"So, what do you think is bothering Max?" Eddie asked.
"Well," Gwen answered, "Grandma and Grandpa met in St. Louis. I think being here reminds him of her. He's feeling lonely."
Ben looked up at them. "How could he be lonely. We're around all the time."
Gwen sighed. "It's not the same Ben."
Eddie agreed. "He loves you guys, but..." He was cut off by children and parents screaming.
The three ran to see a reptilian alien of some kind walk into the play area. She looked at Ben, a none-too friendly look on her face.
Soon Ben was enveloped by some kind of energy. Eddie was trying to figure out if it was projected by some device, or magic.
"The Omnitrix. Where did you get it?" she demanded.
"Yeah, that's a long story," Ben said. "But the short answer is..." He hit the Omnitrix, turning into Heatblast. "You ain't getting' it."
She leaped up as Ben sent a stream of fire at her. levitating parts of playground equipment, she sent them hurling at Ben; who incinerating them.
She then broke a fire hydrant, and directed the water at Ben, thoroughly drenching him.
"Okay hero." Gwen said, "Nap time's over. Go fry the bad guys."
Frustrated, Ben told her. "I'm soaked. I can't even get a spark."
Eddie was frustrated that he couldn't think of anything he could do to help.
There was one thing, he started to run for Max, only to have the man walk over the hill with what looked like a very serious weapon. He fired at their attacker.
"That was your only warring shot. Now turn around, slowly," he commanded.
She got up. "Max?" she asked.
"Xylene?" He questioned. "Is that you?"
Puzzled, Eddie asked. "You know each other?"
Equally puzzled the alien asked. "Are these children with you?"
"Yes, they are. Xylene, I'd like you to meet my grandkids, Ben and Gwen. And this young man." He gestured toward Eddie. "Is Eddie Grandsmith. I think I've told you about his grandpa, Donovan."
He turned to the kids. "This is Xylene. We were close in my plumber days."
"Pleasure to meet you ma'ma," Eddie said.
"Mutual of course," she responded. "I'll look forward to hearing more about all three of you. And," She turned to Max, "spending some time with you."
The five of them went back to the rustbucket. The two adults trading stories about all they had done since they'd last met.
Gwen and Eddie had their own conversation, not wanting to interrupt Max and Xylene.
Ben, on the other hand was quiet; clearly upset. "Three hours and they haven't said a word to us." He grumbled.
"Relax Ben." Gwen chided. "They're just catching up." But she did want to get to know this 'old friend' of her grandfather. "So," she asked. "How did you meet?"
"Xylene and I go way back. To my first days in the plumbers. We worked a lot together in those early years." He told them as the reptilian woman wrapped what Eddie, sci-fi fan that he was, couldn't help but think of as her lekku around his arm.
With a smile she responded, "You even made me an honorary plumette."
The kids were starting to wonder if they shouldn't be here. But the moment was broken when Xylene shot out her tongue, to pull in some of the...invertebrates, that Max seemed to think of as food. All three kids seemed on the verge of throwing up.
"Well, it's nice to have someone around here who appreciates my cooking."
Ben leaned over to the other two; "Why shouldn't the lizard lady like grandpa's dinner? It was crawling around on the ground an hour ago."
Gwen and Eddie grimaced in revulsion.
The adults were back to talking, "So, Xylene, what brings you back to Earth after all these years?"
She pointed to the Omnitrix..."That!"
"I knew it," Ben exclaimed. "She just like all the rest. She's only interested in the Omnitrix."
"Now just calm down Ben," Max urged. "Xylene, tell him that's not true."
She didn't. "Why wouldn't I be interested in the Omnitrix."
That gave Max just an instant of concern. Xylene continued. "I'm the one who sent it to Earth."
She told the story of being entrusted to transport the Omnitrix, when Vilgax attacked her. She fought with every resource available to her but knew she would not be able to keep it out of Vilgax's hands for long.
"Knowing that I could no longer protect it from Vilgax; I placed it in a special pod and jettisoned it below for safe keeping. Then my own escape pod crashed. My body fell into a hibernated state, until something brought me out of it. I'm a little fuzzy on some of the details of that first moment."
With a clear sense of pride, Max said, "Well, the good news is Vilgax is no longer a problem. Thanks to Ben here, he's cooling his claws in the null void."
Xylene did seem surprised. Then she turned to Max. "Yes, but I'm sure you're just being modest about your role in all that."
"All three of them had a part in it," Eddie mentioned.
Before anyone could respond Ben chimed in. "So, since Vilgax is taken care of, I guess you don't need to stick around here anymore."
"Benjamin, that's hardly polite." An obviously angry Max said. Eddie and Gwen were taken aback, not sure what to say.
Xylene however, calmly took out some kind of object, pointed to the sky and pressed a button. "My transportation will be on its way shortly."
"In the meantime, you'll be our guest. We'll use the time to catch up." He turned to the kids. "You guys don't mind cleaning up, do you?"
The two adults walked off together.
"I don't like her," Ben declared.
"Really?" Gwen answered. "I never would have guessed."
"Remember Phil?...I better do an undercover investigation, Hero style." He ran off.
"These dishes aren't going to wash themselves you know," Gwen said. Then she paused..."Or will they?"
Eddie smiled. "Higitus Figitus?"
Gwen laughed at the reference, her expression telling Eddie that, that was exactly what she had in mind.
Walking back to the table. Eddie then said, "Okay, so tell me who this Phil is?"
"I will, let's see if we can find an easy way to do these."
Some distance away, the adults enjoyed a walk in the forest. "So, tell me about these youngsters. I never thought of you as the domestic type."
"Well, I was never there for my sons. Always busy and I couldn't tell them why. But I'm not going to do the same with their kids."
"Don't you miss your plumber days?" She asked.
"Well now, we still get some excitement out here. Especially since you dropped that little present in our laps."
"You haven't aged at all since I last saw you."
"This old body might disagree with you."
"I mean where it counts, In that kind, heroic heart of yours," she asked. "Do you remember that night?"
Wistfully, he said. "How could I forget?"
She gave him a moment to think. "With Vilgax out of the picture, there's nothing keeping you here. I could really use your help out there."
"Another tempting offer," he said.
Ben arrived back at camp to see Gwen cleaning up shards of broken dishes. "Don't ask!" She preempted, as Eddie tried, with minimal success to suppress a chuckle.
"So, what's up with Grandpa and Xylene?" Gwen asked.
"I should have kicked her but back to outer space when I had a chance."
"Something tells me that wouldn't be easy," Eddie said. "Those telekinetic powers are pretty formidable."
Gwen looked up at Ben. "Grandpa seems to like her. Maybe we should give her a chance."
Eddie added. "Ben, Max can love you guys and Xylene too. It's not something at exist in a finite amount."
"Oh sure," Ben said. "We can call her grandma lizard. Forget about it."
Before anyone could respond they were attacked by what seemed to be one of Vilgax's drones.
They ran; Eddie firing his plumber pistol as Ben turned the dial on the Omnitrix.
Ben found the one he wanted, Fourarms, and ran toward the drone; "You want this?" He leaped up, slamming down on the Omnitrix in the air..."You got'a take it from me."
"He has a flair for the dramatic. Doesn't he?" Eddie commented.
"You could say that." Gwen answered.
Soon they were joined by Max and Xylene. Ben still wasn't too happy to see her, insisting that he didn't need help. He was quickly proven wrong though.
Max took out the energy rifle he'd used earlier as Eddie ran to cover Gwen, who was looking through her spell-book.
Gwen found the spell she was looking for and felt a sudden surge of power as she saw Eddie run up to her, firing his pistol. She recited the spell. The energy of the spell hit harder than she'd expected, inflicting heavier damage than she thought possible. She looked to her right, where Eddie was standing, as an epiphany hit her. But she'd have to deal with that later.
Xylene used her telekinesis against the droid, tossing it aside.
"Nice," Eddie said, impressed with the alien woman's powers.
Unfortunately, the droid landed on the rusbucket, where it started dismantling the RV.
"It's taking over the rustbucket," Gwen exclaimed.
"Why not," Eddie said, "it's got some serious tech in it."
It's new parts in place, the droid went after it's enemies; only to be stopped by Ben, holding on to some cables.
It turned some large gun on the hero, firing at him and the RV.
From behind some rocks, Max called to Xylene; the two seeming to need little verbal communication to coordinate.
Xylene used her telekinesis to pull off one of the propane tanks on the droid, Max fired at it, causing the tank to explode.
"We make a good team." Xylene commented. "Always did." Max agreed.
As the spoke, Ben recovered, his anger only fueled by the exchange between the adults. He lunged at the drone, tearing it apart.
The RV however was heavily damaged, nearly destroyed.
"Sorry about the Rustbucket grandpa. I guess I got a little carried away."
"Yeah, maybe just a little," Max said.
"I guess the mechadroid was the same one that fell to Earth with you," Max said.
Gwen added, "And it seemed to be doing the merging thing like the other one."
"Apparently they've learned to amalgamate mechanical devices in order to fulfill their programming. Namely 'retrieve the Omnitrix."
She looked up at Ben. "You are sure the mechadroid was destroyed, aren't you?" She said in what sounded to Eddie like an accusatory tone.
"Yeah I'm sure the mechadroid was destroyed." His tone betraying his age, in spite of his appearance. "Give me a break."
The tension between Ben and Xylene continued to build.
As Ben was trying to decide what to do with two pieces of the RV, Xylene interjected. "If you truly wanted to be helpful a Galvanic Mechamorph would have been more appropriate."
Ben looked puzzled.
"She means upgrade." Max clarified.
In his childish anger, Ben responded. "Yeah, well, you're not the boss of me."
"Come on Ben." Max chided. "Xylene does know a thing or two about the Omntirix. Maybe you should listen to her."
That upset Ben. "You're taking her side?"
"You're being irrational!" Xylene snapped.
"Yeah, well if I'm such a mess up, why'd you send the watch to me in the first place?"
"I didn't send you the Omnitrix. You found the Omnitrix before it reached its intended recipient," she said, gesturing to Max.
"What?" Ben questioned.
"The pod containing it veered slightly off it's intended course."
Max, Gwen and Eddie all knew what this revelation would do to Ben.
As if on queue, the Omnitrix timed out. Prompting Eddie to wonder how deeply the device was connected with his friend.
Gwen put a hand on her cousin, in a consoling gesture as Ben uttered. "I got the watch by mistake?"
"Of course," she said almost derisively. "You didn't believe that I would purposely send the most powerful device in the universe to a child, did you?" Her harsh tone softened as she continued, "I was sending it to Max."
Gwen commented. "Guess it would make more sense, grandpa being a plumber and all."
Eddie could almost feel the hurt in Ben's fallen expression.
In a moment his expression changed. "Oh well great." He looked up to the adults on top of the RV. "Just take it back. And you two can curse around the universe." As he ran off, he yelled. "See if I care!"
Max called after him, then urged the other two kids to go after him.
They found him sitting on the edge of a cliff.
"Leave me alone," Ben demanded.
The two of course didn't, instead sitting on either side of him.
"So, the watch wasn't meant for you. So what? You've done a pretty good job with it so far."
Eddie added. "It's not the watch that made you a hero. It's just a tool, being a hero is a natural part of who you are."
"You don't get it, either of you. It's about more than the watch. She wants grandpa to go away with her, just like before. Only this time...there's nothing keeping him here."
Gwen really hadn't thought about that. Would he really leave them?
"Ben," Eddie asked. "Just what did you find out during your investigation?"
Ben sighed, "She was talking to him about leaving with her. With Vilgax out of the way he'd be free to go...He called it 'Another tempting offer."
"But he didn't say yes; right?" Gwen asked.
"No, he didn't. But he didn't say no either."
After that, the kids didn't say much. Each lost in their own thoughts.
That was until they heard a loud crash and Max yelling "Xylene!"
They arrived to see Xylene laying on the ground, and a revived mechadroid leaving with a captured Max.
Eddie helped the alien woman get up. "Are you okay?"
"I'll be fine in a minute."
"Good, I know some basic first aid for humans, but I don't know if it would do you any good."
Gwens' worry got the better of her and she yelled at Ben.
"You said you trashed that thing."
"I thought I did," Ben said, uncharacteristically not defending himself from Gwen's anger.
"We all thought it was destroyed." Xylene said. "That doesn't matter now."
Ben was a little surprised to hear her speak up for him. "It doesn't?"
"So, if it just wants the omntirix, why did it take Grandpa?" Gwen asked.
"Because it knows I'll come rescue him."
"Exactly," Xylene said.
Ben turned to her. "Look, I know you're going to give me the whole, 'the omnitrix is more important than one person' speech..."
"Well, it is."
"But no way are we letting that walking junkyard hurt him."
"I agree."
Eddie saw where this was going. "Ben!"
"What?" He demanded.
"We're on the same side. Let's plan this out." Ben stopped, he looked over to Gwen, who nodded in agreement.
Eddie looked up to Xylene, "Any ideas?"
"Time is crucial. As we stand here it's collecting more and more items; becoming stronger for its final battle with us."
Where would the mechdroid have access to the most mechanical items in this area?"
"St. Louis is the largest river port in the United States," Gwen informed her.
"The docs," Ben exclaimed.
Ben took his hover-board and Xylene levitated both herself and the two other children.
They found Max. Strapped to the mechdroid, now just one of it's tools.
Ben made himself known to the droid; then, from cover, he called out. "Is this what you want?" Making sure it saw the omnitrix.
Xylene flew in as Gwen drove a forklift toward it, with Eddie hanging on the back firing his blaster pistol.
The droids weapon send the forklift into a crate, which sent Eddie to the ground. Gwen leaped off the machine, running to Eddie.
"Are you okay?"
"I'm fine, keep going. I'll take cover."
He ducked behind some shipping containers. Eddie chuckled as he saw the container belonged to Grandsmith Industries.
Like a scene from one of those Westerns that his grandpa liked so much. He fired his pistol from behind the container.
'Just think of it as a wagon.' He chuckled to himself as he took aim.
Gwen rammed the droid with her forklift, but was swatted away.
Xylene pulled Max from the droid, bringing a container down on it, as she tried to free Max from his connection to the droid.
Unfortunately, the container held an Abrams tank. Which, of course the droid incorporated into itself.
"Please tell me that tank didn't have any shells on-board." Eddie said.
Rather than firing the tank gun, it reclaimed control of Max's suit.
In a moment, Eddie saw a small, rotund alien jump on the droid and start...eating parts of it.
He heard Xylene tell the alien, obviously a new one for Ben, to spit.
The result was a powerful explosion.
"Cool. I've go upchuck power."
That didn't seem to please Gwen.
Soon Xylene had Max free, as Ben continued to dismantle the droid. Finally destroying the original droid. It seemed to leave a bad taste in Ben's mouth once he transformed back.
A couple of hours later, they all stood outside of Xylene's ship.
"I wanted to apologize for being kind of a doofus. I guess I was just jealous. But, if you make Grandpa happy, then I'm happy."
With a smile, Xylene said, "You certainly are a Tennysons, aren't you." Ben was about to offer to give up the watch when Xylene said. "Take good care of that Ben. Vilgax isn't the only one interested in it."
"Well," Gwen said. "You've managed to impress another alien. Guess we should let grandpa say goodbye."
"Yeah," Ben agreed. "But to who?"
Eddie suddenly felt a little like he was intruding. This was a family matter. But he wanted to be supportive of his new friends.
Xylene turned to Max. "You aren't coming, are you?"
"It's a big galaxy out there, but right now; those kids are my whole world."
"I understand," she said. "At least I'm trying."
Eddie chimed in. "No reason you have to stay away."
She smiled at him. "Kind of hard for me to hide my ship, or myself, here on Earth."
Xylene walked up the ramp to her ship. She turned around. She tossed something to Max. "If things ever change, you know how to get in touch."
She took off for, well, wherever she was going.
Ben turned to Max. "I thought we were going to lose you grandpa."
"Nah, ya can't get rid of me that easy. Come on. Let's go."
The cousins immediately started arguing over who would get shotgun, as they ran to the rustbucket.
Eddie stayed behind. He looked at Max. "So that was a communicator or something?"
"Yes, it was."
He smiled. "Good." He added, "Besides, she was pretty cool. I hope we see her again."
"Ya never know Eddie. Ya never know."