A/N: So I'll answer your questions. The reboot, I just hate it. I watched the entire first season and to me and me alone it was a complete and utter waste of time. I understand it's a kids show, but no I can't. With Kevin's transformation, it'll shred his clothes so when he reverts back he'll be left in said pants. But one other thing I forgot to mention. His mutation will go away soon cuz of his second mutation after he and Ben attempted to hack the Omnitrix. Will Kevin have a suit? Hm, at the moment no, but I'll play around with the idea. I will be using Alien Force Cooper and then when we start Season 6, we'll transfer over to UAF Cooper. Will Ben adopt Ship? Of course. One last thing, Ben's watch will not change until he gets the Ultimatrix, well there'll be one exception you'll see in the next season.

Chapter 29: The Visitor


Deep within the Arctic, two snowmobiles were seen speeding through the mounds of snow. The two men soon come to a screeching halt when a massive crater is found within the snow.

"Dude, do you see that?" The first guy responded before pointing towards the metal pod within the snow.

"What is it?" The second man asked curiously.

"I don't know, but let's check it out." The second man nodded before the two descended into the crater of snow towards the metal pod.

As they got closer, there bravery started wavering. The first man stopped in his tracks as he was within a foot of the pod as the second man hid behind him. He reached his hand out to touch it when the pod itself opened frightening the two individuals of its action.

Steam soon started coming out from within the pod as the two men started backing up. When a green hand grabbed the edge of the pod and pulled themselves out. The two men did there best not to scream when the lifeform glared straight at them with its indigo eyes.

The two men immediately ran away from the monster, screaming and crying. The lifeform looked around before remembering how they got there. It was in a battle with a crazed warlord, then flung a very important package here. Their eyes widened in fear when it looked around for said package.

"Must. Locate. Omnitrix." She spoke slowly before finally stepping out of the escape pod and into the frozen tundra that was the Arctic.


Two Days Earlier (Before DarkStar was inducted into the Negative 10)

The four teenagers had informed Max of the mess they had gotten into last night. To say Max was shocked to know Kevin decided to join them while finding out about Micheal and how he decided to abuse his powers by turning women into mindless zombies.

"That's a lot and you managed to get through it as a team. I couldn't be more proud." Max smiled.

"Yeah, it wasn't exactly easy to say." Gwen rubbed her temples just remembering how Micheal nearly drained her dry.

"By the way, grandpa, Micheal had some kind of badge that resembled my watch. He called it a Plumber's badge, ever heard of it." Ben asked as Max widened his eyes at him.

"The way you're looking at, Ben, I believe you have." Kevin replied.

"Yeah, what Micheal had was indeed a Plumber's Badge. It was used to communicate and locate with Plumber's throughout the Galaxy. But to think Micheal would have one." Max stated in a bit of dread at what this could entail, "Did he say where he got it from?"

"He told us, his dad gave it to him." Hope answered skeptically.

"Meaning he might actually be a Plumber's kid, like you four. Who knows how many of them there are."

"Wait what?" Gwen stated in confusion.

"What?" Max asked raising an eyebrow.

"You just said there could be more Plumber kids? You mean there are more?" Ben asked incredulously.

"Yeah, you didn't think you four were the only ones, right?" He smirked in amusement.

Kevin sighed, "Do you think we'd be able to locate them?"

"Right now, I doubt it, but enough we need to get on the road." Max replied before climbing into the RV.

"Um grandpa?" Gwen responded when he climbed back out.

"What?"

"What are we gonna do about Kevin's car?" She asked.

"I'll follow from behind." He stated with a nonchalant shrug.

"Nonsense, I'll rent a trailer, but we'll have an issue with the sleeping arrangements." Max placed his hand onto his chin.

"Might be time for a little upgrade, grandpa." Ben smiled mischievously.

"Might be." He laughed.


After renting a trailer and strapping Kevin's car onto it, the four teenagers and the old man soon resumed there cross country trip. They traveled North of California, apparently there was another place grandpa Max wanted to take them. The drive only lasted two hours before the RV stopped. And the group climbed out of the RV.

"Woah, it's so beautiful." Hope gasped as she took in the scene infront of her. Max had taken them to Kings Canyon National Park.

But Ben wasn't looking at the park, he was looking at Hope, "Yes she is." He said before the sorceress whipped her head around to look at him which made her cheeks flush. The twos hands were entwined.

Max watched the scene with a sad smile, he turned his attention over to Kevin and Gwen seeing the red head scoff at him which made the mutant teenager laugh. Seemed his grandkids were growing up.

As the day went on, Ben and Hope had been walking around when they noticed Gwen flying a kite with Kevin watching from a bench. Ben smirked with a mischievous smile on his face, "Watch this."

Hope gave him a quizzical look, "What are you about to do?"

"You'll see." He glanced around to see the park semi empty and made his move. He raced forward and slammed his hand onto the dial becoming engulfed in an emerald light.

Ben felt like he was deevolving, he started growing blue fur all over his body. He blinked his eyes as he grew four extra eyes, his ears pointed out, and his teeth grew into fangs with a lone line running directly from his lower lip running downwards unto his chin. The bones in his two arms split into four arms with three fingers on each hand. A tail sprouted out from his butt. Fur covered his forearms, his body, his neck, and face, as two black circular bands were wrapped around all four arms. The Omnitrix badge appeared on his chest, "SPIDERMONKEY!" He screeched loudly.

Kevin looked over to see the Arachnichimp racing over to Gwen before leaping high into the air and yanking her kite from her hands.

"BEN!" She screamed as the howler monkey hybrid roared in laughter before running off with her kite.

Hope soon joined Kevin on the bench as they watched the two Tennyson cousins racing around the park, "You're really inlove with that idiot?" Kevin glanced towards the witch sitting on his right.

Hope giggled, "Yeah. He maybe an idiot, but even you can admit, he's a hero. Sure he may fail, but he'll always get back up and try again."

Kevin said nothing as Gwen had quit trying to catch him, to see SpiderMonkey flying the kite, but it was soon shortlived when she pulled out her spellbook, "This should be good."

"ARMARUS UMSPECTA!" Gwen chanted as the spell seemed to ignite all the wildlife around to garner it's attention to SpiderMonkey.

The Arachnichimp's spider sense flared to life when something pounced on him. He caught the being in his arms to see a squirrel squirming within his grasp. Another blaring warning triggered as two dogs raced towards him. A bunny, a porcupine, a snake, a deer, and multiple birds all ran at him. His eyes widened before racing off screaming, "DAMMIT GWEN!" He yelled as Gwen, Hope, and Kevin were left in tears at Ben's situation.

SpiderMonkey leaped above a pouncing German Shepherd. Where the birds kept dive bombing him. He wrapped his arms around a tree and swung around it. Dodging the deer which collided with the small bulldog and bunny. He leaped upwards webbing the top of a tree branch. He grabbed the branch tightly before swinging himself onto the branch. When the squirrel and snake climbed up the tree with the birds landing on the branch.

"Ugh, this can't get anyworse." He stated when the branch he was on started shaking he looked over to see the porcupine on the branch and launch its quills at him. He lifted his arms up as the quills attached themselves into his forearms, causing him to be knocked off the branch and plummeting down below as a flash of green light engulfed the animal pile.

The three laughing teenagers approached him as Ben sat up covered in the animals saliva.

"You okay, Ben?" Hope asked inbetween fits of laughter.

"Yeah. Just don't wanna talk about it." He replied as he wiped his face clean.

"Gotta admit, Tennyson, she got you good with that one." Kevin laughed harder as Ben rolled his eyes.

"Then I might as well get even with her." Ben smirked as Gwen rolled her eyes playfully.

"It was a harmless prank."

"Uh huh." Ben remarked before the group heard a deep sigh. They looked at each other before looking over at Max who was gazing at the wilderness with a sad look on his face.

"You okay grandpa?" Hope asked alittle concerned for the older Tennyson.

Max quickly reeled in his emotions before taking a smile, "Oh yeah, I just got something on my mind. I'm gonna take a walk." He soon left the teenagers as he took one of the trails within the park.

"Is it just me or did grandpa seem awfully sad?" Ben stated. Gwen soon looked at the group before quickly thinking on what it could be.

"What do you think could be the cause of his sadness?" Hope asked sadly.

"He's lonely." Gwen finally figured out gaining the trios attention.

"Wanna clue us in here?" Kevin asked.

"Look around. Hope has Ben, Kevin, you have me sorta, but what about grandpa Max? My mom told me grandpa Max and grandma Verdona met in St. Louis." Gwen explained.

"Okay, that actually makes a ton of sense." Ben answered, "But what can we do about it, we haven't even met grandma Verdona, so how are we even gonna find her?"

"I have no idea, but the best option we have is to be there for him." Gwen stated firmly.

"We can do that." Hope nods when suddenly the group hears screams of panic coming from another part of the park.

"What's going on over there?" Kevin raises an eyebrow as the crowd runs past them.

"I don't know, but it seems this uninvited guest is gonna be making an appearance." Ben states as the last of the panicking guest runs past them.

The thing comes from the trail as the group get a good look at her. She has mint green skin, with two tentacles on her head and one on her lower back. She has four long fingers, and ankles that bend inward. Her feet have three claw-like toes, two pointing forwards and one pointing backwards. She was wears a tight blue jumpsuit.

She narrows her indigo eyes on the group of teenagers before seeing a distinct watch attached to the boy in green.

"Look alien thing-" Ben began when he was lifted off his feet, "Woah!" Encased in a purple aura.

"BEN!" The girls screamed.

"The Omnitrix!" She glared at the teenager, "Where did you get it?!"

"Yeah, long story." He began when he reached for the watch, quickly cycling through his playlist, "But the short answer is-" He slammed his hand onto the faceplate becoming engulfed in an emerald light.

Ben started shrinking and was soon engulfed in a white containment suit. A pair of headphones rested ontop of his head, with a grey visor with his emerald eyes shining behind them. The headphones were connected to a backpack on his back with the number 10 on it. On his legs resembled cassette tapes. On his forearms were grey bands with green sound holes in them. A large black line took up most of his face went down his face and towards his neck where it stopped. His fingers were black, as a black line encircled his knee and the bottom of his feet. On his shoulders were two black lines as they raced down his back and resumed around his waist and formed a giant black circle in the middle of his chest where his Omnitrix badge resided, "ECHO ECHO!" The Sonorosian exclaimed, "You're not getting it!" He soon let out a massive sonic scream causing everyone to cover there ears.

The alien's hold on him dropped as Echo Echo flipped onto the ground as Kevin approached a tree, "Ya'know alittle warning would be nice." He stated as he absorbed the bark of the tree which quickly encased his body.

"Sorry." Echo Echo responded as Hope and Gwen's hands were encased in Mana, "But nows not the time."

The alien soon regained her bearings before growling at him, before grabbing the large trees with her telekinesis and launching it at them, "SCATTER!" Echo Echo yells as the trees come flying at them. Hope and Gwen throw up a mana shield as Echo Echo dives out the way while Kevin's hand morphs into a sword and slices the tree in two.

Echo Echo soon produced three clones as them and Kevin raced towards her. The girls tried to provide backup by launching multiple mana discs at her which she dodged. She saw the Sonorosian and the mutant approaching and launched more trees at them. Echo Echo and his clones launched onto the trees while evading them as Kevin chopped them into pieces.

The Echoes launched another sonic scream which again disoriented her allowing the Echoes to launch there own attacks. Making the alien woman stubble, when Kevin clocked her in the face sending her towards a tree. She collided with the tree before groaning in pain as the three teenagers and Sonorosian approached her.

"Now, we can do this the easy way or the hard way. Your choice." Echo Echo responded.

The alien woman said nothing as the group waited until she glared at them, "GIVE ME THE OMNITRIX!" She screamed pushing them backwards with her telekinesis then soon lifting them off there feet.

Echo Echo was about to give her another burst of a sonic scream when she was blasted off her feet. The teenagers were soon dropped back onto the ground.

"That was just a warning shot. I won't miss next time. Get to your feet slowly, hands on your head." Max dressed in his plumber gear shouted holding a large rifle in his hands.

"That voice it can't be-" She mutters as she gets to her feet, "Max? Is that you?" She asks in bewilderment.

Max's eyes widen in shock, "Xylene?"

"Uh, is anyone else as lost as I am." Echo Echo's reverbed voice stated as the three teenagers nodded in agreement.

The two approached each other with warm smiles on there faces, "It's really good to see you." She smiled brightly.

"You too, it's been so long." He returned the smile as Echo Echo tapped his badge and reverted back to normal.

"Uh, grandpa, who is this?" Ben decided to be the one to ask as the bark on Kevin's body faded leaving him back in his human form.

"Grandpa?" Xylene raised an inquisitive eyebrow, "Max, are these kids with you?"

"Yes. This is Kevin Levin." He gestured to the tallest boy of the group, "Hope." He gestured to the silver haired girl, "This is Frank's daughter Gwen Tennyson and Carl's son, Ben Tennyson." He gestured to the last two teenagers.

Xylene's eyes widened in shock, "Carl's son?"

"Yes? Is that a problem?" Ben asked with an eyebrow raised.

Xylene gazed at Max, "This is my grandson?"

The four teenagers went wide eyed when she said this, as Max nodded, "Grandson?" Ben asked in complete and utter shock, "Grandpa, what is she talking about?"

"Come on, I'll explain. Right now we're too out in the open." Max said before ushering them to follow him.


Back in the Arctic, a dozen snowmobiles are seen heading to the crash sight. As they approach the crash sight with the two raving they saw a real life alien. When they reached the crash sight the pod was still there, but the alien was gone.

The group soon scattered around searching for the alien in question when one of Vilgax's old mechadroids is located. One of the guys from the group tapped the mechadroid and chuckled before kicking the machine until it powered on and immediately started firing lasers at them. The group soon started running away in fear as the mechadroid scanned the area before seeing there snowmobiles and immediately dismantles them before attaching it to its body.

The mechadroid soon launched into the air in hopes of locating the Omnitrix.


That night, they camped a bit deeper into King's Canyon National Park. The group was seated around the campfire. The four teenagers were still baffled that Xylene was Ben's maternal grandmother. Max had brought out his famous chilli tentacle gumbo.

The three teenagers quickly rejected the food, while Kevin looked at the food as if it's grown a head, except for Xylene who immediately started scarfing it down, "Atleast someone enjoys my cooking." He replied before Ben spoke up.

"My grandmother is an alien?" Ben asked as he gazed at Xylene hoping for some kind of explanation.

Max sighed, "It was after, Frank was born. I was a cadet for the Plumber's when I met Xylene. We had gotten married and had Carl."

"Why doesn't uncle Carl and Ben look like Xylene?" Gwen asked.

"Wait, I thought you were married to Verdona?" Hope added.

"What the hell is up with your cooking?" Kevin asked which made everyone gaze at him with an eyebrow raised, "What? It's a sensible question."

Max rolled his eye before speaking up from Hope's question, "Verdona was okay with it. She knew I still loved her, but she also saw how much I loved Xylene. And as for why Carl and Ben don't look like Xylene is cus-"

Xylene deicided to speak up, "Its due to my species. Males will resemble there father. So had Carl been born a girl, he'd have been like me."

"Understandable." Kevin remarked.

"How come I've never met you before?" Ben asked inquisitively.

She set the bowl down before setting her sights on him, "Well, my work as a Plumber combined with my species being more self reliant. But I always made time to visit Max and Carl. Guess it's been a long time."

"I'm 16, so you can guess it has been a long time." Ben stated kinda irritated. Which hadn't been unnoticed by everyone present.

Max took his beloved's hand and smiled, "Not that I'm complaining about your presence, but why have you come to Earth?"

She then pointed to the Omnitrix, "That."

"The Omnitrix?" Gwen questioned gazing at the watch clamped to her cousins wrist.

"I wanted to make sure it didn't fall into the wrong hands." She soon explained, when Hope soon spoke up.

"You sent the Omnitrix here?"

"Yes. I was trying to get as close to Bellwood as I could when my ship was damaged. I had to make an emergency crash landing sending the Omnitrix out. I was soon suspended in stasis until a few hours ago. Where I tracked the Omnitrix, hoping it wouldn't end up in Vilgax's claws." She explained.

"That explains how Ben found it, but you needn't worry about the warlord anymore. Ben had defeated him and locked him in the Null Void." Max explained.

"I'm sure you did all the work." She stated waving the group off.

"Ben did more of the work than anyone." Hope huffed angrily.

"He's your grandson, give him some credit." Gwen stated as Kevin watched silently.

"I'm not diminishing his part in the battle, but Max was one of the best Plumber's around. He also helped participate in Vilgax's defeat the first time." Xylene responded in adoration for him.

"Um okay, now that you know the Omnitrix is safe, what are you gonna do now?" Gwen asked.

"I'll call Azmuth and soon summon my ship to take me back to Plumber Headquarters. It'll arrive sometime late, but in the meantime, I'd like to catch up with Max." She answers with a small smile.

"That sounds good. You guys mind cleaning up?" Max asked before holding his arm out for her as she looped her arm through his leaving the four teenagers behind.

"We'll take care of it, grandpa." Gwen answered.

"Leave it to us." Hope nodded.

"Fine." Ben said begrudgingly.

"I don't care." Kevin shrugged.

The couple soon went walking into the woods. The girls and Kevin soon started getting the campsight cleaned up as Ben immediately started fiddling with the watch.

"What's wrong Tennyson?" Kevin asked as he started drying his hands clean.

"I'm gonna follow them, I don't trust Xylene." He states firmly.

"Ben, I know how you are. Leave them be, technically she is family and they haven't seen each other in awhile." Gwen responded.

"Yeah, she may be a bit on the weird side, but they're in love." Hope smiled, "Let them enjoy there alone time."

"I get it. I do. She's my grandma. But it's just something off about her. I'll let you guys know what I find." Ben slammed his hand onto the faceplate becoming engulfed in an emerald light.

Ben felt his skin decaying at an alarming rate, black and white striped tentacles exploded out of his stomach wrapping tightly around his waist. His legs morphed into a ghostly tail, his hands grew black claws, with black and white striped elbow spike. His eyes morphed into one pink eye with a black pupil in the middle. His skin was grey with black lines running throughout his body. On his wrist were metallic chains. His lone pink eye was located through the folds of his body. The Omnitrix badge was located on his chest with a lock on it, "GHOSTFREAK!" The Ectonurite exclaimed before flying off after his grandparents.

"I've got a bad feeling about this." Gwen muttered.


Max and Xylene are walking arm in arm across the trail as they gazed at the stars. The two soon stopped once they knew they were far away from the teenagers.

"It is really great to see you, Xylene." Max gazed into her indigo eyes smiling lovingly at her.

"It is." She smiled as she placed a loving hand on his face, "I heard through the grapevine you turned 65."

Max sighed, "Yeah, getting older isn't fun." He said running a hand through his hair which was unruly grey.

"No matter how old, you'll always be the man I fell in love with." She smiled as did he before they shared a loving passionate kiss.

GhostFreak watched from above, his body black and grey as the night sky, "Ugh, if I had a mouth, I'm sure I'd be hurling right now." He groaned in disgust.

The two pulled away enjoying there loving embrace, when Max sighed, "Max? What's wrong?"

"I'm just thinking about Ben." He answered.

"What about him?"

"I should have been honest with him. Told him that Verdona wasn't his maternal grandmother, but how could I tell him his actual grandmother is an alien." Max replied sadly.

"I understand, Max, but Ben's alot like Carl. He wouldn't have been able to understand. You did the right thing. If you think I'm angry? I'm not, I don't blame you. I should have been around when Carl was growing up. Now I missed it and my own grandsons childhood." She smiled solemnly as GhostFreak listened intently.

"No you didn't, your grandson is a hero a much better one than I ever could be. He's definitely living up or on his way to surpass my legacy." Max replied proud of his grandson which caused Xylene to smile.

"Max, come with me." Xylene spoke instantly causing Max and GhostFreak's eyes to widen.

"What?"

"I'm gonna return to my position as a Plumber and I want you to come with me. We can explore the Galaxy together." She replied happily.

"But what about Ben, Gwen, Hope, and Kevin?"

"There'll all understand besides there old enough to look after themselves. Come with me." She pleaded.

GhostFreak having enough as he immediately flew back to the campsight, 'Gotta tell the others.'


Ben soon storms back into camp angrily, gaining the trios attention, "So how'd it go?" Gwen asked, but he just brushed her off. The trio gazed at one another as Ben flopped onto a log.

"Ben?" Hope tapped her boyfriends shoulder which made him sigh as his cousin took sat on his right, "What happened?"

He closed his eyes before gazing into the flames of the campfire, "I don't wanna talk about it." He grumbled which didn't bode well with his audience.

"You heard something, what was it?" Kevin asked a bit annoyed on how he was acting.

Ben's fist tightened, "She-" Before he could finish a bunch of tree smashed downwards revealing a large brownish-red mechadroid with a bit of an upgrade. The group shot to there feet immediately.

"Guys, wanna clue me in on what this thing is?" Kevin asked as he walked over to the Rust Bucket and soon absorbing the metal within it.

"It's one of Vilgax's old mechadroids, but this one is bigger than the others." Gwen answered as she found her cousin shifting through his playlist.

"I don't know where you came from, but I all know is I'm gonna send you back to the junkyard." Ben glared as the Mechadroid set it's gazes on him, but more specifically the Omnitrix attached to his wrist. He slammed his hand onto the faceplate of the Omnitrix becoming engulfed in an emerald light.

From the plants below vines shot outwards wrapping around his body tightly. His feet soon took the appearance as roots, his hands up to his forearm were changed into a fiery orange yellowish color, his face was wrapped tightly in the vines as his eyes turned pure green, with his hair taking on the appearance of fire, orange in the back, yellow in the middle and red in the front. Orange yellowish leaves littered his shoulders with thorns from the vines covering his shoulders. The Omnitrix's badge was wrapped tightly in the vines on his chest, "SWAMPFIRE!" The Methanosian exclaimed as the vines around his mouth enclosed around it.

After the blinding emerald light died down, the Methanosian balled up his fists as steam started rising from it. As the four teenagers surrounded the Mechadroid, it only had one target: the Omnitrix. It immediately launched its sawed hand at him, which he dodged and leapt backwards shooting small balls of fire at him. Kevin, raced forward as his hand soon took the form of a mace slamming it into the mechadroids leg.

"STINGUS INVISIBUS!" Gwen shouted as large rocks were lifted from there place hurled straight at the mechadroid.

"AWAKATELO FOLIGETO!" Hope screamed as vines from the treetops and the dirt rose from the ground and ensnared the giant robot which seemed to struggle when it immediately started firing lasers at them.

SwampFire ducked and dodged the rain of fire as vine tendrils shot out of his palms, he leaped onto a log spinning the makeshift whips at the robotic calamity. Scratching through his makeshift armor. The Mechadroid used it's saw arm to cut through the vines.

"It's cutting through the vines." Gwen screamed as Kevin raced forward and leaped high. His arm morphing into a large saber and chopping the limb straight from the robots body.

"ERATICO!" Hope chanted as the ground started moving, quickly building a golem from the dirt the size of the Mechadroid. The golem roared before racing forward and smashing straight into the minion of Vilgax.

SwampFire stood behind the Mechadroid as the golem kept punching it, "Time for a little game of destroy the robot." He thrusted his arms forward as a volley of flames shot forth colliding with the Mechadroid's back.

Max and Xylene soon heard loud noises before turning around to hear explosions coming from there camp, his eyes widened in fear when he thought Ben and Kevin were fighting again. He and his wife immediately raced back to camp as fast as they could.

When the duo made it back to camp, SwampFire was flung straight past them. Kevin was in its clawed hands as he did his best to chop the limb off. The golem, Hope created shoulder tackled the Mechadroid making it drop the mutant teenager, but his fall was shortlived when a pink mana bubble encased around him. The shield lowered him to the ground as it soon released him.

He looked over to Gwen who nodded and launched back into action. Kevin smirked before shooting to his feet and also getting back into the fight.

Max and Xylene looked at each other, "Seems you weren't the only one suspended in stasis."

"Nows not the time. How are we gonna defeat it?" Xylene asked as they watched the golem being pelted with lasers.

"Doing what we do best." SwampFire spoke up as they saw his left arm gone, but the shock was soon gone when it regenerated, "Improvise." He smirked as he raced back into the fire tapping his badge as a flash of light engulfed the camp.

SwampFire felt himself bloating up like a balloon. He became shorter and hunched over with a long tail sprouting from his back both being covered in yellow armor plating. The top of his head was protected in the armor plating. His arms were longer and covered in yellow armor and his feet turned into short and stubby claws also with his knees being covered in the yellow armor plates, with his teeth turning into fangs. He is mostly white, while various parts of his body were black. His legs were completely black. With his eyes shining emerald green. The Omnitrix badge appeared in the middle of his chest, "CANNONBOLT!" The Arburian Pelarota exclaimed as he soon encased himself into ball form racing straight into the Mechadroid's leg making it wobble.

Xylene used her telekinesis and soon made it stubble forward when Kevin raced forward and sliced its leg off sending it tumbling into the Rust Bucket when CannonBolt came flying straight at the Mechadroid. He smashed into it before bouncing off when a pink mana wall formed as he soon bounced off of it heading back towards the Mechadroid who smacked it away.

Max raced forward shooting the Mechadroid when it turned its attention to the Rust Bucket before snatching pieces off of it to add to itself. The group widened there eyes as it soon upgrades itself quickly regenerating the limbs that they cut off. CannonBolt soon came hurling from where he was thrown colliding with the Mechadroid.

CannonBolt soon unrolled himself as he got a good look at the Mechadroid with the Rust Buckets upgrades, "This isn't going well." He mumbled before he saw Hope command the Golem forward which raced toward the Mechadroid.

The Mechadroid soon learning it's lesson launched a laserfied whip repeatedly into its body watching as it sliced the golem apart. The Mechadroid's gattling gun soon pointed at them.

"Oh come on." Kevin muttered before gunfire was heard throughout the camp. The group soon vaulted to find cover as the Mechadroid launched it at them. Max and Xylene took to the trees hiding to avoid being blasted at. Gwen shielded her, Kevin, and Hope, but it wasn't doing much as the gunfire started cracking her shield.

"BEN! DO SOMETHING!" Max shouted as CannonBolt nodded before rolling himself up once again and racing forward again. As he launched off the ground and soared through the air he tapped his badge. An emerald light engulfed the campsight once again.

CannonBolt's skin started turning scaly and dark shade of brown. He grew till he was twelve feet tall, with a long tail swinging behind him. His teeth grew into fangs, he grew two large separate fangs on the side of his head, as he grew claws on the ends of his nubbed feet. He grew armor plating on his arms, shoulders, and chest, with silver spikes running from the top of his head down his back, some appeared on both his forearms, and two more appeared on the back of his legs. The Omnitrix badge appeared on his armorfied chest, "HUMUNGOUSAUR!" The Vaxasaurian exclaimed.

Humungousaur cocked his arm back and cracked the Mechadroid upside the head. The Mechadroid tumbled as Kevin raced forward from behind the shield as Humungousaur started smashing his fists into the robotic calamity. The Mechadroid tried to defend itself by launching its whip when it was frozen in midair by Xylene when Kevin chopped the limb straight off. Max immediately hopped from his tree and started shooting at it.

Humungousaur grabbed the Mechadroid and flung it straight into the remains of the Rust Bucket when Max hit the gas tank and blew it up. An explosion rocked the campsight as Hope shielded the group from the blasts radius. Once the flames died down the group gazed at the remains of the Mechadroid to see it still moving, but not for long as Humungousaur raised both his arms and smashed it repeatedly into the Mechadroid before throwing its remains into the woods.

Once the battle is over the group approach the Rust Bucket. Humungousaur taps his badge and reverts back to normal, "Sorry about the Rust Bucket, grandpa." Ben replies. The metal residing within Kevin's body fades away.

"It's okay, Ben. It's not your fault. Besides we can always rebuild." He smiled.

"Well, it's not gonna rebuild itself, let's get to work." Gwen remarks as the group soon nods before moving around the destroyed motorhome.


The Mechadroid landed deep in the woods, heavily damaged. It's scanners looking around for anything that'll help it rebuild itself. It soon picked up a ranger station nearby and immediately started crawling towards the tower in hopes to repair itself. The Mechadroid reaches the station and notices the Jeeps parked outside and immediately starts dismantling them before adding the pieces to its body.


The Tennyson family are seen rebuilding the Rust Bucket while Kevin looks over the blueprints he, Max, and BrainStorm drew up, "Ben, you sure we have the supplies for an upgrade like this?"

"I believe so, if we don't, I'm sure we'll be able to edit the designs." BrainStorm remarked as he gazed at the exterior of the Rust Bucket seeing which part goes where when Xylene walked over to her grandson.

"Are you sure you destroyed the Mechadroid?" She asked concern hinting in his voice.

"Precisely, my Vaxasaurian form, smashed it into bits. We will not be seeing it again." He remarked heartily as Xylene nodded before making a piece of the Rust Bucket levitate into the exterior of the motorhome.

As time went on, Brainstorm had transformed into XLR8 to speed up the process. Kevin was hammering a nail into place, Gwen and Hope worked on the inside while, XLR8, Max, and Xylene worked on the outside.

"You know for future references, a Galvanic Mechamorph would have been more helpful to this problem instead of a Kineceleran." Xylene stated as XLR8 raised an eyebrow.

"Sorry to burst your bubble, but I haven't unlocked the Mechamorph." He stated with a glare which made Max and Xylene gaze at each other.

"What do you mean? He should have been one of the ten in the playlist?" She stated in curiosity as XLR8 gazed at her again.

"He wasn't." He replied with an eyeroll.

"What did you do to the Omnitrix where the Mechamorph isn't in the playlist."

XLR8 was really starting to get annoyed at the alien woman who claimed to be his grandmother. He tapped his badge and reverted back to normal, lifting his sleeve so her, Max, and Kevin got a look at the watch. He soon activated it before scrolling through all 19 aliens within it, "Look, he's not on the playlist!" Xylene grabbed his arm and turned the Omnitrix in various directions.

"This isn't the Omnitrix, Azmuth gave me? The one he gave me was black and bulky. What did you do to it?"

"I don't know." He screamed snatching his arm away, "When it crashed landed here, this was what was inside." He glared at her.

"Ben, Xylene calm down. There has to be a rational explanation to this. Maybe the Omnitrix had a hard reboot or something." Max tried to diffuse the tense atmosphere, "Plus, Ben, she knows more about the Omnitrix than any of us."

Ben could see him taking her side which angered him even more, "Fine, why'd you even send the Omnitrix to me, if I'm such a screw up!" He screamed at her.

"The Omnitrix was originally supposed to go to Max, but it veered off course and went to you instead." Xylene stated, which seemed to be the final straw for Ben. Gwen and Hope watched from the Rust Bucket's door as Ben's face paled considerably.

"W-what?" He stuttered feebly, "I acquired the Omnitrix by accident?"

"Why would I have sent the strongest device in the universe to a child. It was a little obvious." Xylene stated.

Bens face contorts into pure rage, before he glares at her, "THEN TAKE IT BACK!" He shouted, "Cruise around the universe with my grandpa for all I care!" He yells before storming off taking a glance at his so called grandmother, "I hate you!" He storms off into the woods leaving Xylene shell shocked.

"BENJAMIN!" Max yells, but Ben just storms off.

Gwen taps her grandpa on the shoulder, "I'll go talk to him."

"I'll join you." Hope offers as Gwen shakes her head.

"Sorry, Hope. I don't want to him say anything hurtful to you that'll leave him even more angry. I got this one." Hope thought about it before nodding.

"Alright." Hope watched Gwen run after Ben.

Kevin leaped off the RV, drying the grease from his hands, "You definitely could have handled that better."

"Kevin-" Max warned before Xylene spoke up.

"No, Max, he's right." She replied saddened hearing her grandsons words echo throughout her head, 'I hate you'


Ben punched a tree as he thought about the last three months, "Lies..." He muttered hitting it again, "They were all lies..." He muttered again as tears started streaming down his face, "NOTHING MORE THAN WHITE FACED LIES!" He screamed as Gwen walked over to him. He collapsed onto his knees sobbing as Gwen sat beside him.

"Ben." She said softly rubbing his back.

"Everything I've ever known since obtaining this stupid thing has been a lie." He sobbed, "Lie. After lie. After lie."

"Ben don't listen to her. Yeah, the Omnitrix was supposed to to to grandpa, but you've used it far better than anyone else. Grandpa wouldn't ever doubt your more worthy to wield it than himself. When you first found it, you risked your life time and time again to not only save both me and grandpa, but people you don't even know and you never asked for anything in return. Even Tetrax, agreed that the Omnitrix was in good hands. If you can change his mind, I'm sure you can change your grandma's mind." Gwen explained as Ben smiled weakly, but his expression was still downtrodden.

"You're right, Gwen. Ever since she showed up, I started having doubts if I'm even worthy of wielding it." His breath hitched when he remember what he said in his anger, "I told my own gra-grandma, I ha-hated her." More tears started streaming down his face as Gwen hugged him tightly.

"Ben, you didn't mean it. I know you didn't, it was in the heat of the moment. But as long as you apologize, and actually try to get to know her, I'm sure everything will be better." She smiled softly as Ben kept sobbing, "Is there more?" He nodded, "What else?"

"I heard her ask him to come with her. I'm worried grandpa Max will leave with her because unlike last time there's nothing keeping him here." He sighed, "Were two years from 18, Gwen, our parents are already adults. What's honestly keeping Grandpa Max here?"

Gwen's eyes widened with worry at the points Ben was making which now had her on edge, "I don't know." She replied quietly.


Hope, Kevin, Max, and Xylene continued the Rust Buckets repairs. Xylene looked over at Max, "I'm sorry for upsetting Ben."

"No, it's my fault for not telling him or preparing him for it." Max sighs in anguish, "This is honestly not how I wanted Ben to meet you."

"Don't blame yourself, Max. On my planet, my species are left to survive on their own after they are hatch." She explains, "So I'm not too big on interacting with kids or teenagers."

"You don't say?" Kevin snorts sarcasm laced in his voice.

"Kevin-" Hope pushes him away.

"What it's the truth?" He groaned as he was pushed to the other side of the RV leaving Max and Xylene alone.

"I'll make Ben apologize on how he's treated you. Whether he likes it or not, your his grandmother and I won't allow him to keep acting like a ten year." Max stated firmly as Xylene smiled softly.

"I do believe I owe him an apology as well. I shouldn't have brushed him off as fast as I have, I haven't seen Carl since he was a baby. And now I'm meeting my own grandson who I've never even met before resent me. I'm a failure as a parent and grandparent." She signed solemnly.

Max hugged her tightly, "Ben will bounce back, I promise. You haven't failed in anything, you just gotta get back up and try again. I'm sure, Ben is taking this as hard as you. I swear he'll love you just like I do." He smiled as Xylene did.

"You were always the sweet talker back then." Xylene chuckled as Max grinned.

"For you. Always." Hope felt touched by Max's words while Kevin felt like throwing up.

The group is soon interrupted when the Mechadroid smashes through the trees aiming at them.

"You've gotta be kidding me!" Kevin mutters as one of the tentacles wrap around Max and take him away.

"MAX!" Xylene shouts.

"GRANDPA!" Hope yells as Kevin grits his teeth and absorbs the metal from his car and races off, but the Mechadroid blasts him in the chest sending him flying into the partially rebuilt Rust Bucket.

The trio watch as the Mechadroid leaves with Max as Ben and Gwen race back to the campsight having heard the commotion only to find the Mechadroid had kidnapped there grandpa.

"What are we gonna do?" Hope asked.

"We're gonna get grandpa Max back and fry that tin can." Ben states, "We'll do whatever we have to do to win."

"You can't be serious, Ben." Gwen replies.

"I'm dead serious."

"I agree with Ben." Xylene replies making everyone look at her, "We'll get Max back."

"We don't even know where it went?"

"I'll be able to track him, but the Mechadroid seems smarter now. Trying to lure me into trap." Ben states which make everyone agree.

"Ben, I know you resent me and there'll be plenty of time for that later, but we need to be on the same page. I offer a truce long enough until your grandpa is safe. After I'll leave and you won't ever have to deal with me again." Xylene offers which makes Ben feel guilty.

"We'll talk about this-" He gestured to himself and her, "Later. But for now, truce." He shook her hand, "You three with me."

"Always." Gwen and Hope replied in unison.

"Someone's gotta bail you out of trouble, so yeah. I'm with you, Ben." Kevin replied.

"Let's move out." He ordered.


FenRoar stopped on the outskirts of the woods, Kevin's Challenger coming into view with Kevin behind the wheel, Xylene in the passenger seat, with Hope and Gwen in the back seats. The group got out of the car and approached the alien werewolf.

"Is this the place?" Gwen asked skeptically.

"Yeah, this place is covered in his scent." FenRoar growled before tapping his badge and reverting to normal, "Stay cautious." He warned before leading them into the docks where the Mechadroid supposedly had Max held hostage at.

As they get closer they hear abunch of metal scraping before looking around, "Yeah, it's definitely hear." Kevin mumbles as they see the Mechadroid tearing about an armored truck and adding to its upgraded body.

"It's upgrading itself even more." Gwen pointed out.

"Probably to make it even stronger so it's not destroyed as easily as before." Xylene stated as Ben decided to get it's attention.

"Hey you bucket of bolts!" He yelled which seemed to do the trick as it turned around making everyone gasp in shock when Max was attached to the front of it tentacles attached to it's body using his Plumber suit.

"Max!" Xylene shouted.

"Release my grandpa and you can have it!" He lifted his sleeve to reveal the object of it's target.

"No, Ben. Do whatever you need to do to destroy The machine." Max states as he's soon electrocuted by the Mechadroid's machinery. The Mechadroid instead launches a tendril that encases around Ben's body and lifts him off the ground.

"So much for that plan." Kevin retorts before absorbing the metal from one of the sheds nearby and launches forward chopping the tendril holding Ben which soon drops him to the ground.

Xylene soon catches her grandson as Gwen and Hope soon launch into action after Ben is freed. Ben grits his teeth which doesn't go unnoticed by his grandmother, "I don't have any aliens that could defeat it without harming, grandpa Max." He punched the ground.

"Give me the Omnitrix, Ben." She states gaining the boys attention.

"Why?"

"Now's not the time for questions. Do you want to save your grandfather?"

"Yes, but-"

"Give me the Omnitrix." She states once again, but she notices the skepticism on his face, "Do you trust me?"

Ben didn't say anything until he notice Kevin be flung into a Jeep before climbing back onto his feet and launching back onto the Mechadroid. As Gwen and Hope tried to keep it from moving. He gazed back at Xylene, "I do, grandma."

Xylene smiled internally before he offered his left arm to her as she immediately started rotating the faceplate multiple times when it flashed yellow and soon a double helix jumped from the faceplate as it spoke, "Gourmand Species unlocked." The AI spoke shocking Ben.

"What just happened? How'd you do that?" He asked hysterically.

"No time. It's time for you to save your team!" Xylene slammed her hand onto the faceplate as an emerald light engulfed the docks.

Ben felt himself shrinking, his pale skin turned a dark swampy-green in color. His stomach was tanned and with muzzles, black sprouts and black-green spots on his tail, limbs, and back. His eyes are sharp and green, he has whisker-like lines, his teeth are more aligned with visibly sharp canine teeth and his tail is short and straightened. He wore a black and white jumpsuit revealing his taut stomach. The Omnitrix badge appeared on his stomach.

"Woah." The Gourmand gazed at himself.

"Now you're gonna destroy the Mechadroid, while I free Max. Understand."

Ben gazed at himself, the data dump within the Omnitrix soon informed him of the newest aliens abilities, "ALRIGHT!" He launched forward dashing at the Mechadroid. The trio soon got a look at the newest alien when his mouth opened wide as seven prehensile tongues wrapped itself around a tire on his shoulder pulling it free and into his mouth. The Gourmand quickly swallowed the tire grossing everyone out as he burped loudly.

"Gross." Hope gagged.

"Seriously Ben, even for you." Gwen added.

Ben patted his swollen stomach which started glowing light green. He smiled widely, "I've got a fire in my belly just waiting to get out!" He soon pelt the Mechadroid with a green loogie, knocking off one of the Mechadroid's rocket launchers.

"That's even more gross." Gwen gagged.

"Cool." Kevin remarked as Ben smirked.

"I've got UPCHUCK Powers!" The newly dubbed Upchuck raced forward launching more explosive loogies at the Mechadroid which caused it to stumble when it launched a rocket at it, but instead of dodging Upchuck opened his mouth wide and gobbled it down. Before sending back at Mechadroid in a green explosive loogie.

With the Mechadroid focused on the Murk Gourmand, Xylene and Kevin worked on freeing Max. Gwen and Hope tripped the Mechadroid which made the Murk Gourmand chomp off one of it's laser arms before shooting it straight in the face. Upchuck dashes onto the ground before shooting another energy ball colliding with one of its legs. Kevin slices through the Mechadroid's circuits to free Max. Once freed Xylene grabs Max and floats away as Kevin stabs the Mechadroid in the face.

It soon wraps itself around Kevin's waist before throwing him away where he collided into Hope and Gwen. Upchuck soon blasts it in the face once again, but it stumbles into a crate revealing a tank, "You've got to be kidding." the Murk Gourmand replies as it soon upgrades itself with the parts from the tank.

"Ben, aim for the original Mechadroid without the head, it'll be easier to destroy." Xylene states as Upchuck nods before racing off.

The Mechadroid starts firing at the Murk Gourmand who doesn't dodge, but once again opens his mouth wide catching every single missile fired at him. Upchuck soon returned firing blasting piece by piece off the Mechadroid. He leaped into the air landing on the Mechadroid which launched its laser sword at him, but he leaned back snatching the weapon from the aforementioned limb and devouring. He shot more energy balls at the opposing limbs before his seven tongues wrapped tightly around the Mechadroid's head and pulling straight from its body and into its awaiting mouth. He sends one final loogie into the body causing it to explode into tiny pieces.

With the Mechadroid down, Upchuck tapped his badge which was located on his belly reverting back to normal. Ben walked over to his family as he burped and a piece of the Mechadroid came flying out. Grossing Gwen and Hope out as he tosses it over his shoulder also in disgust.


Xylene ship lands back at the Tennyson's campsight meaning she was leaving. She and Max shared one last hug, "I know you wouldn't have left with me, your still needed here."

Max smiled sadly, "Yeah." He gazed at the four teenagers behind him, "Ben, Gwen, Hope, and even Kevin, there my family. My team. They need me. I'm sorry, Xylene."

"Don't be." She smiled before kissing him which grossed there teenagers out, "I'll miss you, Max."

"You too, take care." He smiled.

Xylene then turned to Ben, "Ben, I'm sorry. I couldn't be the grandma you wanted, but I was wrong about something. You are worthy to wield the Omnitrix." She smiled as she hugged her grandson, "I love you, Benjamin Tennyson and I'm proud of the man your becoming."

Ben's eyes widened before he hugged her back, "I love you too, grandma. I'm sorry. I'm so sorry I ever said I hated you. But please don't leave. Stay with us. Stay with grandpa Max. Stay with me." He pleaded which caused everyone's eyes to widened apart from Kevin who smirked.

Xylene gazed at him, "You want me to stay?"

"Yeah, I want to learn more about my grandma. I spent the last three months really learning who my grandpa is, I'm ready to hear about what you've been doing for the last sixteen years." He smiled before she gazed at Gwen, Hope, and Kevin.

"Would you all like me to stay?"

Gwen nodded, "It'll be interesting to learn more about you."

"I agree."

"The more the merrier." Kevin shrugged.

Xylene looked at Max, but he cut her off before pressing his lips to hers conveying how much this ment to him. The two parted when he whispered softly, "Stay."

She gazed at her ship before letting Max go and walking over to it, "I've never had a family before, but when I started a family with you, Max, you became my whole world. Then when we had Carl, it broke me inside to just up and leave like that, but now, I have a chance to fix the past." She pressed a button on her remote sending her ship back into space, "I'd be honored to have my family back." Max smiled as he wrapped an arm around Xylene as they watched her ship fly off.

Ben stood beside his grandma as Hope stood by his side, him wrapping his arm around her waist. Gwen stood beside Max as Kevin joined her side. She placed her head on his shoulder, shocking the young mutant who said nothing, but smiled pulling her close. They watched in contempt as her ship left Earth's atmosphere.

Ben soon felt his pocket vibrate, he discreetly pulled his phone out to see a message from an unknown number, 'I think it's about time to talk. Meet me by the docks in an hour.' He raised an eyebrow before shutting his phone off and placing it back in his pocket.


Ben waited till everyone was asleep when he snuck out. He placed his arms through his favorite jackets sleeves before gaining abit of distance from the Rust Bucket before activating the Omnitrix. In an emerald flash, JetRay was left in his place. He bent his knees before leaping into the air and flying off.

It didn't take long for him to reach the docks since he was here about an hour ago. He touched down on the ground lightly before tapping his badge reverting back to normal. He gazed around before walking deeper into the docks, "Okay? I'm here. Anyone here?" He shouted before looking around once again not seeing anyone in sight, "Please tell me this isn't some kind of prank." He sighed as he leaned against one of the sheds.

"Believe me, Tennyson, I have other things to do than prank you." An unknown voice replied curtly drawning the Omnitrix wielders attention.

Ben's eyes widened before gazing around, "Who's there?"

"Relax, Tennyson, I'm a friend. For now." He remarked as he stepped out a darkened alley drawing Ben's attention.

Ben's eyes widened as he looked the man over. He wore black military boots, black combat pants, a black T-shirt, a black cloak going down to his legs, and a black eye patch on his left eye. He was bald with a black beard on his chin. His arms were wrapped around his back as he approached

"Your-" Ben began when he was cut off.

"Nick Fury, Director of S.H.I.E.L.D." He answered with a curt smile, "I've traveled a long ways to meet you, Mr. Tennyson."

"You know who I am?" He asked incredously.

"Of course, I do. Wouldn't be the world's greatest secret agent if I didn't." Fury smirked cockly.

"Good point."

"Besides, after the Omnitrix landed like Stephan, I've also been keeping tabs on you." Fury stated, "You and your team. Nice family you've got."

"Uh thanks?" He questioned abit confused on the compliment, "Wait, Stephan? Stephan as in Stephan Strange?"

"Mystic Sorcerer? Sorcerer Supreme? Unless you know a different Stephan Strange than yeah him." Fury replied.

"Why have you been keeping tabs on me?"

"A wars coming, Tennyson, and it's gonna hurt alot of people." He began, "And I need to know if your stable enough to lead them."

"War? Stable? Lead? What are you talking about?" Ben asked raising his eyebrow in curiosity.

Fury said nothing as he held up a manilla folder from behind his back and tossed it towards him. The folder landed on te ground, "Read it."

Ben nodded and bent down picking the folder up. He opened the folder as he gazed at the contents inside. His eyes widened when he saw the pictures inside. It was a man that looked to have been ripped apart by a monster. He looked at Fury, "What is this?"

"You don't remember?" Fury raised an inquisitive eyebrow at him.

"Remember?" He stated, "Remember what?"

Fury sighed, "You did this. When you were turned into that alien werewolf. You killed that man." He stated firmly.

Ben's eyes widened in shock, "I ki-ki-kill-killed som-someone."

"During your rampage, he got caught in the crossfire. I'm glad you didn't kill anyone else." Fury replied as he could see how distraught Ben was about having killed someone, "Seems the recesses of your mind burried the incident from your mind."

"I cou-couldn't have done this." He mumbled quietly.

"Ben, I know how it feels to take your first kill." Fury stated making the Omnitrix Wielder gaze at him, "You can either learn from it and move on or let it tear you apart. I've seen various men and women become as distraught as you are right now and it's lead them to having there lives torn apart by the guilt. You have to be strong and learn to live with it or else."

Ben listened to everything Fury said before gazing down at the pictures again, "But what if I'm not as strong enough?"

"Then you get back up and fight no matter how many times. Don't let this one death, define who you are. I've seen time and time again how you've overcome all odds to protect your family." Fury declared, "I need you to be strong and learn to carry this burden. It won't be easy, I know, but you'll learn I promise."

Ben closed his eyes tightly, "O-Okay." He nodded, "I'll try."

"Good. Word of advice. Take it one day at a time, alright?"

Ben nodded before steering the conversation back to aforementioned war, "You mentioned a war? A war with who?"

"Hydra."

"Them? I thought the Avengers had wiped them out."

"That's what I thought and not only that, but it seems Hydra has been growing at a rapid pace. Seems they've started gaining allies in unlikely places." Fury answered.

"Allies? Who?"

"You'll learn soon enough, but right now I'm gonna be restarting the Avengers Intuitive and I need to know now that you'll be strong enough to lead the others through this war."

Ben's eyes widened, "Why me?" He stated as Fury smirked.

"A friend of ours, said it was your destiny. And I guess I'm starting to believe him. Now do I have my Avengers Leader or do I need to talk to that cousin of yours by the moniker of Lucky Girl?" He mocked holding out his hand.

Ben had so many things to think about. His new family. The man, he killed when he was that mindless alien werewolf, and now to lead the greatest team ever created. He closed his eyes slowly before opening them again, locking hands with Fury, "You can count on me."

Fury grinned, "Glad to hear it. I'll be back soon and one more thing." He turned around to look at him, "Since aliens aren't allowed here I'll make an exception for your grandma. Try not to bring anymore stray pets home, would ya?" He mocked as he laughed walking into the dark alley.

Ben sighed before gazing at the pictures again, "Take it one day at a time." He crumpled the picture before stuffing it into his pocket and walking back to the Rust Bucket.


To Be Continued...

A/N: Okay I tried to stay as close to the canon as I could, but yaknow how that goes. I was kinda upset Xylene was in only one Ben 10 episode and was never showen again. Fury and Ben's talk was him enlighten him of the organization that was hunting him with Fury telling Ben of the man he killed when he unlocked FenRoar. The Rust Buckets upgrades will continue in the next chapter. Till next time guys.