Gwen was trying to be nicer to Ben, she really was. But some of his misfortunes today were so comical, right out of a sitcom. She couldn't help but laugh.
That was until things took a much more serious turn: a surprise attack by the forever knights.
They stunned Ben, leaving him unconscious. Eddie and Max had no weapons that would be of any use with them. "Gwen," Eddie said, "Time for some magic."
She wrapped Enoch in a magic "rope." At first it worked. Max ran to get Ben.
But then Enoch called, "The amplifier, eliminate him."
They fired a shot from the stun gun at Eddie, knocking him out as well. Gwen could feel her magic weaken. 'Amplifier?' It fit her theory.
Enoch broke free, holding his sword in Max's direction. The plumber stopped, trying to come up with some way to stop the knights. But before he could, he too was hit with a stun gun.
The knights took Ben, leaving Gwen to tend to the other two.
In a few minutes, Max and Eddie started to awaken, to find Gwen tending to them.
"We've got to find Ben," Eddie said.
"We will," Max assured him.
"But how?" Gwen questioned.
"Thanks to Xylene, I can track the Omnitrix," the older man suggested.
They went to the rustbucket. Max got on a step stool to open a compartment above the bunks that Ben and Gwen slept in. One that the kids had never even guessed was there.
As Max worked to find the Knights, Gwen pondered what Enoch had said. It did fit with a theory she had.
"Grandpa," She asked, "What did he mean by 'the amplifier?"
Max didn't answer for a few minutes, as he was focused on locating the watch. Finally, he turned to her. "Exactly what you think he means. The Knights not only consider all aliens a threat, but magic users too." Eddie thought he caught a sour note in that statement.
Max continued, "They know a lot about both. They seemed to have guessed that Eddie is one of these amplifiers. But, sweetheart, I'll have to save that for later. I think I know what's happening."
The kids waited to hear what he had found.
"From communications I've intercepted, it seems they mean to put Ben into kind of a dream state to give them time to work on getting the Omnitrix off."
She'd have to put that question on the back burner for now. Rescuing Ben was the priority now. And, reluctantly, she had to admit that Eddie was right. She did care and was worried about him."
Soon Max spoke again. "Eddie, how'd you like to help me build something?"
"Yeah!" He said with more enthusiasm than he'd intended. He hoped it didn't come across as childish.
Max chuckled; he'd definitely noticed. "Okay, I'm going to make a device to let us enter Ben's dream. If we can wake him, he can defend himself.
He turned to Gwen. "Want to help build it?"
"Ugh, go into the dweebs mind, no thanks."
"Give it up, Gwen," Eddie said. "That act doesn't work anymore."
She sighed. "Okay fine, mechanical things aren't really my strong point. I'm better with my brain than my hands. I'll do some research on dreams." She thought to herself,'Also on magic amplifiers."
Soon the guys had finished. They had three headsets to go into Ben's dream.
"Are you going with us, Gwen?" Max asked.
Eddie added, "Or did you really mean it about Ben's mind?"
"Smart Alec," Gwen said, taking her seat and putting on the helmet.
"Okay, just a minute to tap in... And here we go."
They found themselves standing with an open field in front of them...and white nothingness behind.
"Guess they it's because that's beyond what Ben is seeing," Gwen surmised.
"Why am I expecting to see a talking cat?" Eddie questioned, eliciting a laugh from Gwen.
"Enough talk, let's go," Max said, leading them toward the rustbucket in the distance.
They reached Ben, sitting in a lounge chair playing games. "Ben, get off your butt and follow us, now," Gwen demanded.
"Time to go hero?" Ben asked.
"Yeah, it's time," Eddie said.
"Then let's do it...Sumo Slammer!"
Just then their counterparts; Who Max said were probably programs designed to mimic them, although under the control of a Knight to maintain Ben's 'perfect day'; walked out of the rustbucket. They grabbed the real versions and dragged them into the RV. The fight was on. They were fairly evenly matched with their doppelgangers. The fight spilled out of the RV, both sets calling to Ben for help. As Ben was trying to figure this out, the original won their fights, Eddie first knocking out his counterpart, who disappeared like a video game character, then he helped the others. They then dragged Ben to the RV, where Max took the wheel as quickly as he could.
"Okay," Ben said. "Somebody better start explaining or I'm outa here."
They started explaining. But, as they were doing so, Ben spotted an armored vehicle coming at them.
It tore through the rustbucket.
Max and Gwen got out from under a part of the rustbucket that had landed on them. Without Max it would have crushed Gwen. Eddie rolled out from what had been the rear of the RV.
In an instant they all had guns pointed at them as Lt. Steel told Ben "They're not your family Ben. They're Limax. Alien shape shifters working for Vilgax."
Ben was confused. "But they said the others were the fakes, and that the forever knights were behind all this."
Steel responded, "And you believed that load of fertilizer?"
Max called to him. "He's lying Ben. We're your real family."
As if things couldn't get any stranger, they soon heard. "You may have stopped my minions. But you won't stop me."
"Vilgax?" Eddie questioned the others. Gwen just nodded.
Ben seemed happy about this; Slamming down on the Omnitrix and transforming into Fourarms to fight the alien warlord.
The fight continued until Vilgax stood pointing a null void projector, aimed at Ben.
"Now, I will send you to that wretched wasteland where you sent me."
Ben leaped forward, knocking Vilgax back and taking the projector. "Sorry Villy, guess it's just not your day."
As Vilgax ran to engage Ben, he found himself jumping right back into the null void.
Steel walked up to him. "Good. Now if you'll just use that little toy on our shape shifting friends, our work here will be done."
"Ben," Max called out, "You've got to listen to us."
Eddie reminded Ben. "Last night we were talking about building your hero HQ someday." He hoped that would tip Ben off that they were the real thing. How would the impostors know that.
"Forget it Eddie," Gwen said. He's too much of a lame brain to realize that Vilgax would get the Omnitrix before sending him to the null void."
Ben paused, "Three one-way tickets to alien storage comin' up." With that he fired the projector.
But he fired well behind his supposed targets, causing the guards to fall in instead. Ben closed the portal before his family, and friend were pulled in. A stunned Lt. Steel turned to Ben. "What are you doing?"
"They're telling the truth. So, you must be lying."
He smiled. As he spoke his voice changed. "How terribly clever of you." He changed to Enoch, leader of the forever knights.
"We needed to keep your mind preoccupied while we remove the Omnitrix. Having you think this was the perfect day was one way...But now." He said as the world changed around them. "You will live, your worst nightmare."
They ran; through a surreal world, no clear distinction between the ground and the sky...If it could be said that there was such a thing.
Everywhere they turned, they were met with Enoch, until they saw a giant version of him. He raised his hands and the world collapsed around them.
When the dust cleared Gwen asked. "He said he'd create your worst nightmare...so, so where are we?"
It soon became clear. Ben answered..."It's school!" He ran.
Gwen grabbed him. "Only you would be scared of a book."
Having no retort, Ben just mocked her comment.
Max in the meantime was following the signal on some device he had. Eddie wondered how he got it. After all, nothing here is real. He'd ask about it later and for now just assume that the man knew what he was doing.
"So where are we actually?" Ben asked.
"Just like Enoch said, your mind." Eddie answered.
Gwen picked up from there. "They wanted the omnitirx. But to remove it they needed time. So, they used an alien technology that would keep you happy in dreamland while they worked to remove it."
"So that's why the watch was wigging out," Ben exclaimed.
Eddie took over again. "Long story but Max found you and found a way for us to get here."
"So," Ben said. "All I have to do is wake up. So hit me!"
Gwen was glad to comply. She stepped on his foot.
"OOWW!" Ben yelled. "It didn't work."
A smug Gwen said. "Yeah, Grandpa said it wouldn't. But you asked for it."
Eddie just shook his head.'It's just how they relate.'He surmised.
"I scanned the whole area, and there's only one glitch we can exit though." Max told them.
"Only one glitch in his brain?" Gwen said in mock astonishment.
Max made no comment. "This way." He gestured.
Ben asked, suspecting the answer already. "What happens if we're still in here when the Omnitrix is removed?"
"Then the dream, and us, will be terminated."
"So just four empty bodies," Eddie said, "Perfectly healthy, but dead."
"Exactly."
They kept walking until they saw a kid ahead. He looked a little taller than Eddie, though more of a lanky build.
He looked at them, a malicious expression on his face.
"Kevin," Ben said.
"So that's what he looks like when he's not mutated," Eddie commented.
"That's one tough hall monitor," Gwen said.
"Good thing I have my all-access pass right here," Ben said as he hit the watch.
"Oh man, it's still recharging."
Just then Kevin turned the corner and turned to his mutated form.
"Well, that's the Kevin I recognize," Eddie said.
They ran. "I hate school!" Ben yelled.
They ran to some room that didn't really seem to have a purpose to Eddie.
"We're trapped," Gwen declared, as Max barricaded the door.
A computer got Bens' attention. "What's up with this?... A test! I'd rather take my chances with Kevin."
"I'm on it," Gwen said.
They found that every wrong answer caused part of the floor to fall away.
Ben turned to the computer. "Multiple choice. Just choose D for every answer and you'll pass."
Gwen scoffed, "That won't work."
But Bens method did work, revealing a door.
"How do you think I got through the third grade?"
They continued on.
"Okay we're close. I think we just need to..." He walked into something...or rather, someone.
"Care to introduce me to your friends?" Eddie said. Assuming that they must represent some other trouble that his friend had to deal with in school.
"Cash and JT. The school bullies."
They grabbed Max. Eddie and Gwen both ran to fight, and both were tossed aside like rag dolls.
"Let's see how they do picking on heatblast." He slammed down on the watch; and got graymater.
"Even in your dreams that thing screws up on you," Gwen said in exasperation.
They looked over to Max and the bullies.
"We've got to do something. They're giving grandpa a wedgie.. And it's atomic."
Eddie couldn't believe what he was seeing. It would be funny if it weren't real. Instead, it was infuriating. He was coming to see this man as a role model equal to his own grandpa. He could imagine how Ben and Gwen must feel. The Tennysons jumped on the giant size bullies. Then Ben came up with an idea.
"Alien wet willy."
Eddie was just trying to process what he was seeing. But it was working.
They made their escape. Going to pick up Maxs' plumber tool, they found it in pieces Eddie said. "I think the tricorder is broken Captain."
"How are we going to find the exit?" Gwen said, on the verge of panic.
Ben thought. "Hmm. Enoch would try to hide it in the last place we'd think to look. Ben led the way.
"Your gym locker. Of course," Max said in an amused tone.
But, as Ben was working the combo, Enoch, Kevin and the bullies all showed up; along with someone Eddie didn't recognize.
"Time to leave school, early." Enoch told them.
Max, Eddie and Gwen were each grabbed by one of Enochs henchmen, and the watch wasn't working for Ben.
"You don't get it do you?" The Knight said. "You may have had the advantage in the real world, but this is not the real world."
Eddie got it. This whole chase, even when they seemed to be winning, was still just a distraction. And they must be close to getting the watch off.
"You're right," Ben said. "This isn't the real world. It's my world, in my mind. And I say I'm UltraBen." He then transformed into what Eddie assumed was some comic book hero he'd made up.
Ben blasted the villains away.
"You won't be able to stop us all," Enoch countered.
A grinning Ben. Or rather UltraBen, said. "You're not the only one with back up." Ben turned his palm to Max. "Meet Grandpa Maximum."
Max threw his attacker off. "I like it," Max said.
He then turned to Gwen, "And my old partner, Lucky Girl." Gwen found herself in her hero garb. She prompted recited a spell and tossed her attacker away.
Then he turned to Eddie, "And my new partner...Chiroptera."
Eddie found himself in an obvious imitation of a certain crime fighter. "A Batman imitation?"
"Eh, you know, genius billionaire."
"Worried about copyright infringement?" Eddie asked.
"Oh, just punch someone," Ben said.
He did so. And, much to his amusement, he actually saw the onomatopoeia "SMACK!" as he attacked the one holding him.
The fight began, and maybe it was Eddies' imagination, but he swore he could hear the fight music from the old show. He continued fighting. "ZONK! POW!"
Soon Eddie's villain, who Gwen identified as Six Six lay knocked out alongside of Kevin as Grandpa Maximum flew up with the bullies, and Ben with Enoch.
A moment later, Ben flew down to the locker and in an instant, Max, Gwen, and Eddie woke up in the rustbucket.
"Ben!" Max called out. He wasted no time in getting to the knight's base to help Ben.
The doors opened to reveal Ben standing next to a table where Enoch was laying, with the dream helmet on his head.
"Give the bad guy a taste of his own medicine, nice," Gwen said with a smile.
"That should keep Enoch happy until the police arrive."
Ben, in the raspy voice of XLR8, said; "I think even the bad guys deserve to have a nice dream every once in a while."
"How charitable of you." Eddie commented.
With that, they left the base. Max had a nice relaxing day at the beach in mind next.