Author's note: This story was written at the start of Gemstones, in March of last year. Before this was a serious project, this was just a series of short, stupid scenes. Then we really got attached.

Next week's chapter will probably excite a lot of people. And hopefully i'll have a poster too.

Special thanks to the E-10 Crew, Antipathy and WinterWitch.

Ruby stared at the nearly frozen Ben, sitting in the back of an ice cream truck. "Ok, I may have a sweet tooth, but this is a stretch," she said, raising an eyebrow.

"S-s-shut up and get me back into the sunlight."

"Are you ok, son?" Max asked, extending out his hand to help Ben out. Ben sneezed all over his hand in response. "...ok, that's a no."

So, yes. It was fitting for Ben to reward himself with some ice cream after stopping a car thief an Upgraded motorcycle. (The criminal was trying to explain to what he just saw to the police, but they won't believe his story about a motorcycle without a driver.) But, a fitting punishment for breaking into the truck as Upgrade was a terrible summer cold.

"This is an outrage," Ben angrily muttered to himself as he shivered in the Rustbucket. "Having a cold never stopped Batman." He whined, as he shoved another spoonful of soup in his mouth.

"Well, that's because he's Batman. You're a ten year old with a powerful alien device and notably weak immune system," Ruby pointed out.

Ben glared at Ruby, and sighed, "I hate you and your logic. But at least this soup is pretty good. Hey Grandpa, what is this stuff?"

"Liquidated sheep tongue with a healthy dose of Tennyson secret!" Max said happily from the driver's seat. Ben's eyes suddenly bugged out as he pushed away his bowl, rolled down the window, and tossed his lunch along with any fudge stick still in his system.

"...I'm more alarmed by Tennyson's secret than the sheep tongue," Ruby said to herself, a bit disturbed.

Sadly, Ben's sick day did not get any better. They did have to stop in Chinatown to pick up some order for something so sickening it could actually make Ben barf out the sickness.

"Where'd you even get this recipe?" Ruby asked as she scanned the list of ingredients. "I can tell you immediately this will not cure a cold."

"An old friend in China. Did some plumbing business down there with him." Max said ever so casually. Ben and Ruby shot him a confused glance.

"...they have plumbing down in China, you know." Max shrugged.

As they arrived in the heart of Chinatown, the place was swarming with activity, thanks to some politician being in the area. Ben saw her name on a poster; Councilwoman Liang.

"Thank you, thank you!" The lady sounded honestly pretty gracious. "Your support of the redevelopment program has been astonishing! This is like a dream come true!"

She was about to say something again, when a bee flew in front of the microphone, buzzing loudly. The councilwoman chuckled, before brushing it away...only for two more to join. She looked puzzled...and then more came...and more...and soon, there was a whole swarm of bees flying around the place, stinging people.

"Bees!" Ruby screamed as she ran into a store, a few stings on her hand. "KILL IT WITH FIRE! KILL IT WITH FIRE!"

Ben just stood and watched everyone around him panic. He then noticed someone not even bothering to run; He was an odd-looking man with bluish skin, a goatee, and black hair kept long and messy. He had overgrown, blackened fingernails and fanged teeth. He wore a black hooded shirt with a beetle on the front, a pair of blue-gray pants with the knees torn out, and a brown leather coat torn at the shoulders. He seemed to chuckle as the people around him suffered and screamed.

"Well, there's the source of the attack!" Ben thought, activating the Omnitrix. "Time to throw a rock at this hornet's nest." He turned the Omnitrix's dial to Diamondhead's icon. He slapped down the faceplate, before Ben's body began to grow blue fur and extra arms. As the light cleared, it was obvious Ben had gotten the wrong alien.

"...stupid watch. Can't you take pity on a sick man?" Spidermonkey coughed. He jumped up and tried to web up the bees, but all that came up was this gross, white mess from his tail. It was like mucus, but worse.

"Wait, my aliens are affected by the cold too?" Ben thought to himself (out loud, like an absolute nerd), as he jumped from car roof to car roof. "That's just fucking wonderful…" Ben suddenly felt his lungs burning for air and had to pause. "And…maybe...going the...most agile alien...in the thing wasn't a great idea either!" He coughed, resting on top a lamppost to catch his breath...and promptly fell over on a car.

Ben rubbed his aching head. "Maybe I need a nap…" Ruby had to drag Ben back to the Rustbucket, his weak ten year old body a light weight compared to her lean strength- seriously, what was her workout routine?

Ben wheezed and huffed as Clancy managed to kidnap the mayor of town, who was supporting the construction of a new apartment building.

"Why's that such a crime?" Ben asked, sipping some more soup. "Doesn't that, like, open up more housing for the city?"

"Not if the place they're tearing down is this guy's home," Ruby said, reading off her phone. "Apparently it has some connection to his family. This dude's been attacking her for months, but today he got lucky."

"And now, we gotta get this lady back."

To make a long story short, they did, but not after a scuffle, and a problem.

Eatle, Ben decided, was ironically not the best alien to use against bugs. He had to eat metal, and with the cold affecting alien powers (gave him an awful stomachache, the irony was not lost on him), it made him rather useless. Still, Eatle fought the bug swarm and freed the mayor. The building collapsed completely from all the damage, but Eatle was able to use his hard shell to protect the mayor, Ruby and Max.

"Think we squashed the bug?" Ben asked.

He was wrong. Clancy emerged from the rubble, covered with insects. Ben was ready to fight him, but, his crawling dermal armor slowly broke apart.

"You...killed them! YOU RUINED MY HOME!" Clancy's glare could kill. He frowned, as he rose off on a swarm of bees. His eyes were dead-set on the nuclear reactor near the edge of the city. "You don't get it now, do you, Councilwoman? My grandfather built this place! I wasted all my damn money trying to set up a campaign to renovate this place! And now I can't even have that...Now, I'll exterminate this stupid city! Let this be a lesson to you, mayor!"

Later, Ben managed to stop Clancy from setting off the nuclear reactor as Heatblast...although, he did look…

"Why are your flames blue?" Ruby asked Heatblast.

"...I dunno. Blue flames are more powerful, right?" Ben shrugged. "Maybe getting a cold for these aliens isn't so bad!"

Although, Ben was wrong about his prediction. Instead of shooting powerful, beautiful blue flames, Ben shot out ice beams that seemed contradictory to his name. "Ok, I can work with this even more!"

Ben literally made hell freeze over for Clancy, and was able to cool down the reactor before it went nuclear.

"Like I said! Maybe getting a cold isn't so ba-" Ben began to cough a little bit, and he took a few deep breaths. "...Grandpa, please go get that soup. The electric boogaloo is happening."

Speaking of the soup, Ben was able to get rid of the bugs by using that nasty medicine Max bought him. Max punched Clancy in the face, Ruby called the police, and Ben could sort of breath through his nose again.

And then Ruby sneezed.

"...why did you have to throw the medicine, Ben?" Ruby said weakly.

Ben flew around a bit as Astrodactyl, holding a full plastic bag in each hand. Ruby had her hands full of keeping Grandpa Max busy, but now she should be back at the Rustbucket while Max was off finishing up his errands. By the time he landed the watch timed out, leaving a very human Ben in front of the campsite.

Ruby opened the door, holding some firewood. "Turn into Heatblast later, that way we'll have an excuse as to why the fire's going," Ruby said, putting down her load. "I was able to convince him we should have a semi-normal cookout. He's getting squid burgers, and we'll have roasted hot dogs."

"I love my grandpa, but shit like this pushes it," Ben noted, shaking his head. "Wanna check the loot?"

"Natch," Ruby scoffed, already digging into one bag. It was one that nearly filled to the brim with different types of cookies: Oreos, chocolate chip, strawberry, black and white, jammie dodgers, and creme sandwich cookies. There were a couple of other candies in there, but cookies made up the majority- Ruby had an obsession for them, but since there were always a variety Ben didn't mind indulging her so long as he got a share. The other bag was filled with different types of small chip bags, the family sized ones being too bulky.

Ruby had already torn open a bag of Oreo thin mints and was devouring them handful by handful. Ben shook his head and opened a small bag of sour cream and onion chips. "So, how long till Grandpa gets back?" he asked before cramming some of the chips into his mouth.

"An hour or two," Ruby said after swallowing. "We should hide these soon."

And they did, about twenty minutes later. They had polished off all the thin mints between the two of them (though Ruby ate more- how did she never get stomach aches, seriously?) and had long since hidden the snacks inside their portions of the RV. Grandpa Max would never find them, the guy respected privacy too much.

And so Ben, as Heatblast, wound up starting the campfire. It was already merrily crackling, and Ruby occasionally fed it a log to keep it going. And then Ben started doing tricks: juggling little fire balls; making the campfire larger or smaller; creating little moving pictures out of his flames…

"Dude, you should use Heatblast more often, he's awesome," Ruby told him as the Omnitrix finally timed out.

"I really should, huh," Ben noted as he stared at his watch. "I barely use Echo Echo as it is, I should change that."

"Oh definitely." Ruby nodded. "Now look alive, Max is coming back."

It was one thing for Grandpa Max to be ecstatic about the location he was in. But, today? He was pretty much acting like a child in a candy store. Their current stop was his old college, where he was apparently a sportstar.

"What kind of sport did you play, Grandpa?"

"Badminton," Max simply replied, big smile on his face.

Ben and Ruby just shared a confused look. "..ok," Ruby said slowly. "We're...we're just gonna check out the campus. We'll meet up with you in a while." Ruby awkwardly stepped away, dragging Ben with her.

"...what's badminton?" Ben asked Ruby once out of Max's earshot.

"Tennis for people in denial," Ruby answered. "But let's check out the campus. I've heard they've got some entertainment here!"

And Ruby was right. There was a makeshift fair, with some adult themed ideas that didn't really seem appealing to the two. But something did catch their eye. There was this tent with a sign pointing towards it, reading Exotic Zoo. "Check it out, it's probably a petting zoo!" Ben eagerly smiled. "Wanna check it out?"

"I dunno, something tells me that person wasn't happy with the experience." Ruby pointed to the tent when a giant mutated hyena-man hybrid walked out, drooling and growling. The people around the tent looked at the thing in fear before running off. The hybrid just began to thrash the area.

"Something tells me Fido doesn't want a refund. It's hero time!" Ben slapped down the watch, shrinking down in size and being coated in a silicon suit.

"...ok, normally, I'd like to see him, but I don't think turning into the world's loudest chew toy is a good idea."

Ben looked down at his white palms. "...Echo Echo? Aw, man! I was going for Diamondhead!" Ben whined, a bit defeated. "Fido needed a good rawhide…"

"Well, no way to change that," Ruby said. "Just do what you can!"

Ben nodded before jumping up and onto the hyena hybrid's fur coat. "Ok, boy. Play dead!" Ben inhaled, before releasing a sonic scream right into the beast's face. The hyena let out a large growl before it grabbed Ben's face. "Oh no!" Ben struggled to get the claws off his face before he suddenly fell back…

"Ben! And...Ben?" Ruby asked, completely bewildered. There were two Echo Echo's...one in the beast's claws, the other on the ground.

"...I can duplicate?" Both Bens asked, a bit confused. "I should really use this guy more often." The clone in the beast's hand suddenly disappeared as it was crushed in the beast's palm.

"...ok, well...how do you like this?" Ben suddenly split up into a group of three and released a powerful sonic blast. The beast went flying across the way and into some conveniently placed crates.

"Alright!" One Echo Echo clone said.

"We did it!" Another praised.

"Who knew we had such great teamwork?" The third said with a smile.

Ruby rolled her eyes. "Ok, time to stop with the ego trip. Hyena's not laughing anymore!"

The three looked over, before one of them was snatched up by the hyena and crushed between it's powerful jaws, causing it to disappear like the last. "Ok...wonder how far these cloning abilities can go. Gimme a boost!" Ben motioned to his other clone. The other Ben got down and held out his hands. Ben ran towards the clone, and onto his hands...before he hoisted him up, and into the air.

Ruby looked up, a bit confused. "Where's he going with this?"

"DOGPILE!" Ben suddenly split into a total of 20 clones, all of them landing on the hyena. The hyena was suddenly crushed underneath the lightweight Echo Echoes, all of them struggling to keep the beast down. The second clone ran towards the pile. "And….release!" Ben released another sonic screech, before all the clones disappeared, leaving behind a definitely weakened hyena hybrid that was breathing heavily.

"...next time, choose a quieter alien." Ruby walked over, covering her ears.

"Don't blame me, blame the watch." Ben shrugged, before the time out alarm started to sound off. Ben suddenly reverted back to his human form in brief flash of red.

Ruby took her hands off her ears. "You seriously didn't know that cutie pie could duplicate?"

"Hey, don't look at me. Maybe there's some untapped potential in all my aliens." Ben pointed at the watch.

The beast whimpered, making Ben and Ruby back away a bit. The hyena stood up, before reverting back to its human form, an older black gentleman, about Grandpa Max's age. He coughed weakly, before falling over.

"...ok, what was that?" Ben asked, a bit confused.

"Ben! Ruby!" Max came running over, obviously concerned about the commotion. "I heard Echo Echo from across the campus, wha-...John?" Max focused his attention onto the man on the ground. He rushed over to help him.

"Grandpa, how do you know this guy?"

"He was on my Badminton team back in the day. What happened to him?"

"Well, was your friend ever a elderly hybrid freak hyena?" Ruby asked.

Max thought for a second. "Things can change in a short amount of time. But, no, I would've heard about it on Facebook."

"You actually use that?" Ben asked.

After John came to in the Rustbucket, he recalled the events before he mutated.

"He said something about 'the beast within' and then blasted me with his ray gun...and, then, I was just transformed into that monster." John explained. "And now...I have a serious ear ache."

Ben glanced away, avoiding eye contact with John. "Sorry about that."

Ruby thought for a second. "Somehow, his plot sounds familiar. Have we fought an animal guy before?"

"Oh, yeah, Dr. Animo!...How'd he escape from jail so quickly?"

"Blame the government." Ruby shrugged.

"You two see if he's around the area. I'm going to help John recover a little bit, and see if he can recall anything else." Max said.

And so, Ben and Ruby looked around the campus. Sadly, nothing came up.

"This place is too big! How're we gonna find Animo in this?" Ruby complained.

"Well, easy; XLR8!" Ben turned the watch dial to XLR8, slamming it down and transforming...but, yet again, the watch got it wrong.

"...you're not a cool velociraptor!" Ruby said, a bit betrayed.

"Spidermonkey?" Ben said. "Whatever. Get on my back!"

Ben began to swing around the campus as Spidermonkey, with Ruby on his back. The feeling of flying around on Spidermonkey's back felt a bit off; sure, the alien smelt awful, but that could be ignored with the wind on your face and overall "Spiderman" feeling Ruby got from the experience.

Still, very inferior to rushing around on XLR8.

"So far, no sign of the guy." Ben sighed, pausing on top of the student's union. Ruby hung her legs off the side, kicking them in air.

"Well, if i was so animal obsessed scientist, the first place I would go is…" Ruby thought out loud.

"...the science labs!" They both said at the same time. Ruby hopped back on Ben's back, and they swung around to the obviously well funded science building. Upon entering the building, Ben reverted.

"Let's stick together. Don't want Freakamo turning us into his new pets." Ruby said.

Ben and Ruby wandered the area, looking around for Animo.

"So, about this untapped potential thing...what else do you think you can do?" Ruby thought.

"Dunno. Maybe when I get older, these aliens will get new abilities. They are still 10, after all."

"Still, if a young Heatblast can literally make a supernova, I'd wouldn't be shocked if you could create a sun."

"...that would be amazing," Ben said, sparkles in his eyes. He couldn't get the thought of an older, cooler Ben conjuring a sun sized fireball and launching it at some alien invaders in space.

"And the more you talk about that watch's capabilities, the more I want it!" A voice behind them said. Ben and Ruby turned to see Animo, holding a strange ray gun at the two.

"Animo. Not really happy to see your ugly face around here," Ben quipped.

"I don't think they hire criminals at this university," Ruby said.

"And that's their loss! I could've had a job here decades ago. Stupid board had to go and choose someone else for the job!"

"Was this person mentally sane?"

"...I'm going to enjoy mutating you," Animo sighed, firing the ray gun. Ben and Ruby dodged the blast, both hiding behind some displays. Ben activated the watch and quickly slapped it down, his body being coated in liquid tech and stretching…

"Upgrade? Alright, let's see what this guy can do to hell!" He flowed over to Animo, carefully dodging laser fire. He jumped up and ensnared Animo by morphing his body into a "blanket"and covering the man in the liquid.

"And down goes the Doctor!"

"You still have to deal with my new pet, however…" Animo smiled, still struggling underneath Upgrade's body. "I'm not sure if you can even hurt it!"

"So? We took care of your dog earlier! What's so different about this one?" Ruby crossed her arms, kicking Animo in the head.

"It's who I used, more so. Oh, Maxieeeeeeee…" Animo called out.

And suddenly, a giant, humanoid bear appeared, jumping from out of the darkness. How did they not see that smelly anim-

Wait. Was that bear wearing...a Hawaiian T-shirt?

"GRANDPA!" Ben yelled, before looking down at Animo. "CHANGE HIM BACK!"

"How about I don't?" Animo cackled, eyes flashing madly.

Ben just simply replied by throwing Animo against a wall. Ben sighed heavily and turned to his changed grandfather. "Okay, looks like I'm gonna have fight you, Grandpa!...please go easy on me?"

The bear hybrid just growled and sliced through Ben's liquid form, cutting off his arm, which landed on the ground with a big SPLAT! A new one regrew from the stump, and Ben's eye lowered. "Now we're gonna have to really get dirty." Ben began to wrestle with bear Max, using his liquid form to flow around his claws. "Ruby! Try to see if there's a machine around here that can reverse the DNA damage!"

"What should it look like?" Ruby asked in a panic.

"I dunno! Just find something out of place!" Ben said, before his head was smashed into the ground by Max. Ben flowed away from the hybrid and escaped under the crack of a door, into a nearby lab. Max roared and charged at the door, viciously clawing at it.

"Don't wanna hurt Grandpa. What's the best thing to use here that can take down a bear?" Ben searched around the room, scouring and opening drawers for something...until Max burst through the door, growling and utterly ravenous. Ben gasped, before he jumped up on the ceiling and into the light system. "Just gonna have to work with this!"

A flurry of wires burst out of the ceiling and wrapped around Max, dangling him slightly above the ground. Ben unpossessed the system, and sighed. "Sorry, Grandpa!"

"Ben, I found his machine!" Ruby called out. Said machine looked like a mishhappen telescope with a car engine, cobbled together with too many wires sprouting outwards. Dr. Animo screamed something and made to grab her, but Ruby tackled him to the ground as Upgrade absorbed the machine. He made it sleeker and more functional and immediately sent a green laser at the bear, turning him back into Grandpa Max.

Ben wrapped Max in a huge hug. "Grandpa!"

"Ugh...Ben? Ruby? When did I get here? And...why am I tangled in a bunch of wires?"

After Ben explained what happened, Ruby had bitten Animo in the throat, but Max was able to kick him in the head as revenge. "I don't think he turned anyone else into an animal, but we have to make sure," he said as he tied Animo to a set of pipes.

"Bit of a killer college reunion, huh?" Ruby said just as Ben changed back.

Ben shook his head and smiled. "Don't have to tell me twice."