Cetanu stood stalwart on the bridge of the Chimerian Hammer overseeing the work of the drone workers while her pet Xenomorph slithered between the consoles, ready to dispose of anyone that displeased its master. In the few Earth cycles since her defeat at the hands of the children with the Omnitrix, Cetanu had been taken to studying them from afar, learning all that she could from the various reports of aliens suddenly appearing all over the planet.

So far, all that she had learned was that the boy had a thing for heroics, always appearing whenever trouble arose and tended to stop briefly to suck in the glory. A waste of power, Cetanu mused. Were it in her hands, she would have used the Omnitrix for something worthwhile like hunting the most powerful beings in the universe – maybe even a Celestialsapien…yes, that would be a grand prize indeed….

The Yautja warrior was broken from her thoughts when one of the consoles started beeping.

"We are being hailed by an incoming ship," one of the drones reported. "The transmission appears to be coming from…Lord Skaath. I shall patch him through."

"No, don't!" Cetanu hissed warningly, but it was too late.

"Hey there, sis," a deep, growling voice came from the speakers. "Did you miss us?"

"About as much as Rodoterran plague," said Cetanu tersely. "What are you doing in this system, Skaath? It is very foolish to show yourself in father's presence after your blunder on Encephalonus IV cost us the Omnitrix."

"You're one to talk about blunders, sister," said Skaath amusingly. "From what we heard, you were defeated by an elder and a group of younglings. We actually ended up hearing about it from a diner on the edge of the galaxy. You're a laughingstock – not that you haven't always been."

"What do you want?" roared Cetanu.

"We came to get on father's good side again and retrieve the Omnitrix ourselves," said Skaath. "Once we bring the Omnitrix to father, then we will be his favorite and you will be thrown into this system's star."

"You? Retrieve the Omnitrix?" Cetanu scoffed, crossing her arms. "You might be able to find the Omnitrix, but retrieving it is another matter entirely. The boy that possesses the Omnitrix is an opponent of extreme danger and inspiring brilliance."

The dangerous and inspiringly brilliant wielder of the Omnitrix was slouching through the aisle of the gas station grocery store when his stomach made a loud gurgling noise.

"Man, I'm starved," groaned Ben. "I haven't eaten anything in like…an hour."

He looked around for something that would satisfy his dietary needs when his eyes fell on the tower of perfectly stacked cookie boxes on his right. He happily took one of the boxes for himself…and of course failed to take into account that taking one of the boxes on the lowest section of the tower would cause the whole thing to collapse sideways. And as to be expected from the recurring theme, Gwen ended up getting buried underneath the mountain of cookies when all she wanted was to read her magazine in peace.

The redhead girl shot up out of the cookie pile with a deep frown while her dweeb of a cousin was grinning from ear-to-ear.

"Smooth move, Tennyson," said Gwen sarcastically.

Ben and Gwen walked out of the market a few minutes later (Gwen was thankful the store clerk didn't make them clean up Ben's mess) and found Max and Trixie hanging around the back of the Rust Bucket.

After driving the Rust Bucket across the country for weeks without stopping to wash it, the dust and grime started to cumulate around the RV until it got to the point where no one could see through the windows and finally forced the elderly man to give it a good cleaning. Trixie decided to help Max clean up, partly because it gave her something meaningful to do during their short stop, and partly because she didn't want to be around Ben for a while.

It had been a few days since they had left New York, but Trixie was still adamant on being angry with the Omnitrix wielder after he hurt her feelings. Ben, for his part, guilty about the whole thing and tried to make up for it, but Trixie was determined to keep her frustration towards the young boy until she decided he was ready to be forgiven.

Trixie had just finished scrubbing the bumper while Max was wiping off the paneling when she moved to clean up the dusty windows. Before she touched the glass with her soapy rag, Trixie paused for a moment and then came up with a better idea. With a mischievous smirk, she took her finger and wrote WASH ME in the dust with a frowny face – a little weak for a prank, but Trixie was still learning how to be a kid. Max chuckled as he wiped away the dust graffiti.

"Nice artwork, Trixie," Max complimented.

"Well, you know, it makes a statement," said Trixie playfully.

Just then, an armored truck that happened to be sitting across the street with nobody watching it was suddenly blasted from behind by a large laser beam that blew its metallic doors of the hinges and set the vehicle aflame.

"No, that's a statement," said Gwen fretfully.

As the dust settled around the abandoned armored car with its immense load of money (Seriously, who leaves behind an armored car full of money?), the attackers stepped forward and revealed themselves.

There were three of them armed with laser weapons that seemed a little too advanced to be developed by a bunch of street thugs. They were all dressed like stereotypically bikers with tattered jeans and shirts and the spiky leather jackets with the skull patches on their arms. Their faces were concealed by full-visor biker helmets that had been decorated to suit their tastes with spray-on faces, eyes, and more spikes.

While her accomplices ran into the broke down armored truck to retrieve the money, the leader turned to the Tennysons and quite possibly leered at them.

"What're you looking at?" said the leader rudely as they turned their laser on the family.

"Kids, get back!" shouted Max, pushing Ben and the others behind the RV.

The biker leader shot a single blast from her laser at the older man, but Max managed to dive out of the way before the beam could hit and instead shot the gas station pillar behind him, leaving a massive hole in the concrete. Unfortunately, Max had thrown himself in the wrong direction and had left himself completely exposed.

"I gotta get grandpa out of there," said Ben hurriedly as he activated the Omnitrix's core.

"Since they are using laser energy weapons," said Trixie, "I would recommend the Petrosapien to deflect their energy beams."

"Got it," said Ben, more than accepting of Trixie's recommendation as he turned the dial to Diamondhead. He slammed the core down, but when the green light subsided, it wasn't Diamondhead that was standing there, but Rath instead. "Aw, are you kidding me! Let me tell you something, Omnitrix! Rath is not amused with you not letting Rath choose the alien that Rath wants!"

Back with the armored car, the leader's two lackeys finally come out with their arms loaded with bags of money when they felt the ground tremble. They turn their heads and noticed the Appoplexian down the street, raising both of his fists before he slammed them into the ground. The fissure he created knocked all three bikers off their feet and fall on their backs. With the biker gang momentarily hindered, Rath turned to his family and yelled:

"Let me tell you something, Grandpa Max, Gwendolyn, and Trixie the Omnitrix! Rath wants you to run away so that Rath can – "

The Appoplexians, as it turned out, have a very obvious weakness of talking too much because Rath failed to notice that one of the biker members had gotten back up and blasted him in the chest, sending him flying backwards into another gas station pillar.

The gang members fired another shot at Rath while the tiger beast tried standing, but the Appoplexian quickly turned his shoulder and ducked out of the way. Unfortunately, the blast melted through the gas pump that was standing directly behind him. With the heat of the laser igniting the fuel inside the pump, a massive explosion burst through the gas station that nearly knocked Trixie and the Tennysons off their feet.

"Benjamin!" screamed Trixie in terror.

The was a long moment of silence as everyone stood their ground – the Tennysons took cover behind the Rust Bucket and the biker gang formed a line with their laser weapons ready. Smoke started to climb towards the sky…and Rath jumped from the haze with a furious tiger roar.

The biker gang tried to shoot Rath out of the sky, but their panic caused them to lose aim and completely miss every shot before the Appoplexian landed between them and slammed his fist into the ground. The bikers were thrown in opposite directions – the leader's helmet cracked when she face planted in the street while his lackeys were slammed into the armored truck. The followers started to slump down the metal plated vehicle until Rath jumped forward and lifted them by their helmets. Rath held them suspended off the ground by a few feet until gravity pulled the gang members down and dropped them on their butts. Now that the Appoplexian had a good look at them, he gasped in shock.

"You're…all women," Rath gapped at unmasked bikers. "Well, let me tell you something, biker ladies! Rath feels conflicted about hitting ladies!"

Though very chivalrous, it didn't stop the leader from coming up behind the Appoplexian and blasting him in the back. Now that her helmet was gone, the leader was very much a woman like her flunkies that had taken a gothic style with multiple ear piercings and short hair she had dyed maroon. When Rath hit the street, the leader walked around and grinned smugly at the tiger man.

"Well, isn't that sweet," said the leader sarcastically.

"What're you waiting for?" Gwen complained. "Clobber her!"

"But she's a girl!" Rath shouted back. "I can't hit a girl!"

"From my observation of human women," said Trixie knowingly, "they are always complaining about being treated as equals to males. I would think that includes getting their butts kick."

"…Rath is over his conflicted feelings!" shouted Rath, jumping up and towering over the biker leader. "Let me tell you something, Biker lady! Rath is about to bring the pain!"

The Appoplexian marched menacingly at the maroon-haired women, who looked rather scared now that she was coming face-to-face with the massive tiger monster's. Rath leaned forward and growled in the leaders face…when something large suddenly fell from the sky and smashed on top of what was left of the armored car.

Rath and the biker leader momentarily forgot their own battle and turned back to the crash site that was covered in plumes of smoke. The street was still for a moment…and then a thick chord of black and red ooze-like substance suddenly whipped across the air, smacked Rath across the face, and threw him into the side of the Rust Bucket, leaving a huge dent in the metal. The biker leader, who had ducked her head just in time to avoid the whip, looked up at the creature that emerged from the wreckage of the bank truck.

The alien was an Appoplexian just like Rath, but it looked like it had been thoroughly dipped in black and red goop that seemed to be constantly shifting around its body and was partially dripping on the ground like wet paint. It eyes were hollowed out like dark pits, a couple strands of the goop connected the top and bottom lips of its mouth, and it's had two long tentacles wiggling out of its shoulders.

As the goop-covered Appoplexian took a step closer toward Rath, it inadvertently crushed a small pile of money that the biker women had dropped during the fight, and the leader wasn't too happy about that.

"Hey, this is my heist!" the leader snapped at the mucky monster. She picked up her gun and turned to her crew. "Let's burn this freak!"

"Uh-uh, no way!" the first flunky rejected.

"You're on your own, Rojo," said the second flunky before they both ran away.

"Traitors!" yelled Rojo irritably.

Meanwhile, Rath shook his head as he stood up, leaning on the Rust Bucket to support himself, when the goop-covered Appoplexian lashed its tentacles and constricted them around Rath's wrists. The goop-covered Appoplexian laughed mockingly as he tossed Rath into the air, slammed him back on the ground, lifted him again, and brought him back down again. The goop-covered Appoplexian twisted its body around and threw Rath into the wall across the street, smashing the brick and mortar around him.

"This is the great wielder of the Omnirix," hissed the goop-covered Appoplexian. "We gotta say, we're really disappointed. Cetanu made you out to be some kind of great warrior. Looks like she overcompensated."

"Let me tell you something, freaky alien ooze monster guy!" Rath screamed as he stood up. "I have no idea who you are or what you're talking about!"

"How rude of us," said the goop-covered Appoplexian. "We forgot to introduce ourselves. Our name is Skaath and we're here to take the Omnitrix away."

"Over my dead body!" yelled Rath.

"Ooh, there's an idea," said Skaath delightfully.

Rath growled in irritation, charged headlong at his goop-covered doppelganger, and started punching the adversary relentlessly. Skaath cackled openly as he took Rath's punches; the goop somehow absorbed the blows and bounced off like he was made of some kind of spongy material. When Rath threw another punch and tried to pull his fist back, he realized too late that his hand was now stuck inside the black and red ooze.

The Appoplexian pulled as hard as he could, but his goop-covered counterpart had him locked tight. With a menacing chuckle, Skaath expelled a flood of goop from his chest and shot Rath back to the gas station, dropping him on the ground next to the Rust Bucket.

"Ooh, that smarts," groaned Rath. "What's this guy made of?"

"His body type distinctly classifies him as an Appoplexian," said Trixie knowingly, "but that substance on his body is classified as a Klyntar."

"A what?" asked Rath dimly.

"Your arachnid-themed hero calls them Symbiotes," answered Trixie. "Without going into too much detail, they're a parasite that latch on to its host and slowly take control of their minds. They have only two distinct weaknesses: intense heat and loud noises."

"Well, that should be easy," said Gwen sarcastically. "Ben already has a big mouth."

Rath opened his mouth to retort, but was cut off when the Symbiote's tentacle ensnared his throat and dragged him back into the fight.

While Rath and the Symbiote-controlled Appoplexian were beating each other senseless in the middle of the street, everyone seemed to have forgotten about Rojo.

The biker gang leader started walking up to the tiger monsters and charged up her laser when Max noticed her. The elderly man looked around for something he could use and found a discarded tire from the armored truck lying on the ground. He quickly snatched it up and threw it at Rojo's back just before she pulled the trigger, making her shot go wild and miss Ben and Skaath by a mile.

"You leave them alone," said Max in a warning tone.

"You really shouldn't have done that, old timer," Rojo sneered.

She quickly bouncef back to her feet, turned her laser cannon on Max, and shot him. The elderly man managed to duck out of the way in time, but Rojo's wild shot sliced through what remained of the gas station's support beam and the entire thing started to collapse. Large chunks of debris landed on top of Max, half-burying him in front of Gwen and Trixie.

"Grandpa!" Gwen screamed.

"Maxwell!" Trixie yelped in fright.

"No!" Rath shouted once he realized what happened.

Skaath took advantage of Rath's distraction, lashing its tentacles around Rath arms again, and started to drag the Appoplexian closer. But Rath was no longer in a mood to fight the Symbiote.

The Appoplexian twisted his hands around to grapple the Symbiote's goop, took a deep breath, and exhaled a tremendous roar that sounded closer to the screeching of a jet engine; nearly every window on the street was shattered. Skaath shrieked and held its head as if he was in a great deal of pain before the Symbiote slowly started to break apart, revealing the unconscious Appoplexian underneath. Rath pulled at the Symbiote's tentacles with a great amount of effort to rip off the rest of Skaath, freeing the Appoplexian and dropping him unconscious in the middle of the street.

With the goop practically lifeless in his hands, Rath spun around and tossed the Symbiote remains straight at Rojo. The biker gang leader had no time to realize what had happened before she was splattered with the Symbiote goop and fell unconscious in a puddle of black and red ooze. Now that both crises were averted, Rath stomped back to the gas station as Trixie pulled Grandpa Max out of the debris using his Petrosapien arm.

"We need to get him to a medical facility," said Trixiein concern.

"I'm calling 911!" said Gwen, nearly fumbling with her cell phone.

"No time!" shouted Rath. The Appoplexian gently pulled his grandfather into one of his massive arms, cradling him against his chest, and picked up the two girls to pull them on his shoulder. "Hospital's up the street!"

Rath leaped forward with all the muscles in his legs and crossed a great distance before landing and hopping again out of sight, completely forgetting that they had left Rojo alone.

The biker gang leader groaned as she sat up and rubbed her throbbing forehead that felt like it was being beaten like a drum. When she pulled her hand back, she realized that she was covered in the black and red goop that the Appoplexian had been wearing.

"Ugh, that's so gross," Rojo grimaced as she tried to shake the goop off. "What the heck is this stuff?"

She leaned forward to take a closer look at the goop…when it suddenly came to life and latched onto her face.

Rojo's screams were muffled underneath the goop as she tried to rip the slime off, but the Symbiote was persistent and refused to release its latest pray as it swiftly started to envelope Rojo's entire body. Once it had completely covered the human woman, the Symbiote began to mold itself to make itself into something suitable to be worn by its host.

Unlike the Apopplexian that had been a huge mess to wear, this human seemed to be…cleaner, sleeker, and easier to meld with that any host it had merged with across the galaxy. It was…interesting. Unfortunately, the police had to show up just as the Symbiote was starting to get a feel for its new body.

"This is the police!" shouted one of the officer as he stepped out of the car and raised his weapon. "Hands where we can see them!"

Rojo slowly turned around…and revealed her new appearance.

Rather than completely covering the human as it did the Appoplexian, Skaath had taken the form of a sleek black body suit with the red portions forming into a pair of bone-styled combat boots with a matching pair of bone-styled gauntlets, and bright-red skull stamped across her chest. The black portions of the body suit had climbed up her neck and formed black stripes on her chin and her normally hazel eye had become bright-red with black sclera surrounding it.

The police look to one another, neither one really knowing what to do. But Rojo did.

"I already did my time," Rojo scoffed. She lifted one of her hands and mentally commanded the fingers to meld together and form a massive battle axe. "Time you guys pay."

She sliced the battle axe across the air as her arm stretched out, effortlessly slashing through the police car like a hot knife through butter and watched it explode. With the cops dealt with, Rojo collected her bag of money and cackled excitedly.

"Oh, this is gonna be a blast!" she said wickedly.

Thanks to Ben's help, they managed to make it to the nearby hospital in time (and the Omnitrix thankfully timed out before they got through the door). After nearly an hour of waiting, the doctor finally got back to the children about Max, who was sleeping soundly in his hospital bed, his head wrapped thoroughly in bandages and his broken leg propped up. It was painful to see a man who had always seemed so strong at the most difficult of times look so weak and helpless.

"Your grandfather suffered a severe concussion," said the doctor. "He'll be out for several more hours. He also has several lacerations and a broken leg."

"He's…gonna be okay, right?" Ben seemed hesitant to ask as if expecting the worst.

"For a man his age, he's remarkably strong," said the doctor on a brighter note. "He'll be fine after some rest. Now it says on his admittance form that he was hit by a car bumper. Did someone back into him?"

"It would be more accurate to say that the bumper flew through the air after the Appoplexian blew up the car," said Trixie nonchalantly, much to Gwen and Ben's dismay. "But it wasn't his fault. He was being controlled by a Klyntar. It happens to the best of us."

"…Vivid imaginations are coping mechanisms in situations like these," said the doctor kindly, patting her gently on the shoulder.

"Say what now?" asked Trixie, raising her brow as if questioning the doctor's sanity.

The whole time, Ben was staring at his grandfather from across the room; a pool of guilt bubbling in his stomach.

While Team Tennyson was licking their wounds, Rojo decided to go on a little shopping spree. Her first stop was at the local jewelry store where she had hoped to upgrade her accessories – maybe some diamond-stubbed earrings or a new necklace with gemstones of every color of the rainbow.

Security naturally tried to get in her way, but the Klyntar-infused biker women dispatched them easily with her new powers, even had a little fun smacking them together for giggles before throwing them out the window. The other patrons ran and Rojo was now free to view the merchandise at her leisure. She saw a particular display of the fanciest-looking rings and smashed the glass with her fist. But when Rojo grabbed a handful of the priceless gems, she forgotten her own strength and crushed the jewels into a fine, glittering powder.

"What No!" Rojo roared, throwing the powder away. "They're worthless now! How am I supposed to get a big score if I just end up breaking everything?"

"Are you really just satisfied with paper currency and sparkly baubles?" a voiced hissed in Rojo's ear; it was soft and chilling.

"Wha – who said that?" Rojo yelped. She spun around looking for the voice, but only saw an empty store. "Whoever you are, you better come out or I'll – "

"We're not hiding," the voice hissed. "We're right in front of you, or more specifically, inside you."

Before Rojo could comment on the remark (which was taken WAY out of context), the room suddenly shifted before her eyes. The walls, floors, and ceilings blended together in a space of black and red that throbbed and pulse as if it were alive. Rojo spun around helplessly in the strange void until something started to rise up from the unknown mass. It took the shape of a head with gapping mouth that had jagged edges as if representing teeth and two white marks that represented its eyes.

"We are Skaath," hissed Skaath. "We are Sons of Vilgax and we have now become bonded with you, Rojo. Yes, we have never felt such a stronger bond with you. It is if we were meant to be joined. That means Rojo shall work with us to help us accomplish our goals."

"Forget it, freak," scoffed Rojo. "I do whatever I want, whenever I want, and nobody goes around telling me what to do."

"And you waste your time on worthless trinkets," Skaath retorted. "We have given you power beyond your wildest dreams. But unless you know how to use it properly, it's worthless in your hands. Instead of wasting your potential with meager heists and bank robberies, you could do so much more – be so much more. If we work together, you could have unlimited power at your disposal. And when father conquers the galaxy, you will have a place in his new empire."

"Okay, you've got my attention," said Rojo; the concept of unlimited power was enticing.

"That creature that defeated us both this morning," said Skaath. "The person underneath that animalistic appearance possesses a piece of valuable technology called the Omnitrix. With our senses, we could easily track it down together. So…what you do say?"

Rojo smirked.

"Ben, you heard the doctor," said Gwen reassuringly to her cousin as they watched their unconscious grandfather together, "he's going to be fine. He's grandpa."

"I'm worried about him," said Ben mournfully.

"I'd worry more about how some girl kicked Rath's butt," said Gwen tauntingly.

"I really don't understand how you humans can have double standards based on gender," said Trixie with her brow furrowed. "On other worlds, gender is irrelevant in social standings. Heck, female Tetramands are twice as strong and fierce than the males. Not fighting back would be considered a cultural insult. I swear, humans are so far behind they may as well be Cro-Magnon."

"I don't care if I got my butt kicked by a girl, it's just – " Ben started, but stopped and sighed dejectedly.

The Omnitrix wielder stared at the ground for a long moment, not really looked at anything, until he finally stood up and walked out into the hallway. Gwen and Trixie shared worried glances. The green-haired girl gestured for the redhead to stay with her grandfather while she went after Ben. Trixie closed the door behind her and found him leaning against the window looking downcast.

Trixie frowned. It was very rare that she had ever seen Ben not swaggering around arrogantly or trying to pull another one of his pranks. This was serious.

"Are you all right?" Trixie asked softly.

"No, I'm not all right," Ben admitted depressingly. "Someone I cared about got hurt again and it's all my fault."

"It wasn't your fault, Benjamin," said Trixie. "It was an accident – "

"Grandpa got hurt saving me," Ben interrupted. "You got hurt back in New York because of something stupid I said. Gwen almost got roasted alive when I first found the Omnitrix. All I ever do is hurt people. Some hero I turned out to be."

"Benjamin, you made a mistake – we all do," said Trixie soothingly as she rubbed his back. "But that doesn't make you a bad person. On the contrary, that fact that you are sorry means you have a good heart. Being a hero is not easy, Benjamin, and there's always going to be times when someone ends up getting caught in the crossfire. But that shouldn't stop you from being the hero I know you can be. You're not perfect, but you're doing the best you can. That's all that anyone can ask for."

"Yeah, I guess," said Ben, though he didn't sound half as assured as Trixie was. "Hey, you think if I turn into Buzzshock, I could get inside those machines he's hooked up to make him better?"

"I believe that's what you humans call 'doing a 180'," said Trixie, shaking her head. "But I'm afraid that's not how biology works, Benjamin. No machine – at least not on Earth –can make Maxwell heal faster."

"Then what if I go Ghostfreak?" asked Ben as he started fiddling with the Omnitrix. "I could meld with him or something and – Ugh, I don't know. I just wanna help him, ya know?"

The Omnitrix core activated –

- And Rojo stood in attention.

The merged form of Rojo and Skaath overlooked the city from above as their combined senses went into overload. They could feel the energy of the Omnitrix activating. Using her newly enhanced sense of sight, Rojo focused on the nearby hospital and spotted two shadows in the window on the eighth floor. Zooming in further, she recognized the symbol of the watch matching the one on Rath's chest.

"It's there," hissed Skaath. "The Omnitrix is close – we can practically taste it."

"Then let's go get your magic watch," said Rojo.

Going from sulking at the window, Ben went back to sulking at the threshold of Max's room – it certainly did not improve his mood. He walked back out into the hallway, rushed past Trixie, who was sitting on the bench, and kicked a poor unsuspecting trash can.

"You sure showed him what's for," said Trixie teasingly, but Ben was in no mood for jokes. "Just relax, Benjamin. Everything's going to be okay."

But Ben still showed serious doubts when he looked back at Trixie, which the green-haired girl was quick to notice…almost as quickly as she noticed the flying shadow suddenly heading straight towards them!

Trixie jumped to her feet and tackled Ben to the ground just as Rojo and Skaath smashed their way through the widow and pounded the floor where Ben had been standing a moment ago, cracking the linoleum under their fist. Ben and Trixie flipped around and got to their feet, gapping in surprise when they recognized the woman who suddenly towered over them.

"Give us the Omnitrix," Rojo demanded.

"You want it?" Ben challenged her. "Come and get it!"

Ben quickly snatched up Trixie's wrist and pulled her along as they started running down the hallway. Rojo made a grunt of annoyance before she molded her fingers into a spear and stretched her limb at them. The children barely made it around the corner before Rojo's bio-weapon stabbed the wall behind them, clipping a couple green strands from Trixie's hair. Rojo hissed and pulled herself forward by recoiling her arm and turned down the next hall where she spotted the two making a run for it.

Rojo held up her other arm, formin a crossbow with her hand, and fired several bolts of the substance that made up the Klyntar. Trixie and Ben weaved around a pair of nurses when the fused criminal started firing on them; Ben pulled one of their carts behind them to block the arrows. They raced around the corner and continued running until Ben stopped, noticing that they were passing the door to the stairwell.

"Stairs!" Ben called out.

Trixie quickly doubled back, followed Ben through the door, and started running down the stairway.

"Benjamin, that woman was from the armored car robbery – Rojo, I think they said her name was," Trixie informed him. "It looks like she bonded with – "

"That creepy Symbiote thing," Ben concluded.

Before they could go into greater detail about Rojo and Skaath's merge, the symbiotic duo smashed the door open from above, dropping the two halves down the stairwell. They keep running until they reach the bottom, but Rojo and Skaath were not too far behind – they decided to take a shortcut by jumping straight down. The merged duo landed on their feet with a heavy thud and turnedas the children made a run for the door. Rojo molded her hand into an axe blade again and stabbed it through the wall where the children might be, only coming within a few inches short of Ben's head. She quickly tore down the wall and walked out into the hallway as the children ran towards the back door.

"This is just a thought," Trixie called to Ben, "but right now might be an excellent time to go hero."

"We're in a hospital – too many people could get hurt," said Ben seriously. "We need to take this outside."

"Wow, look at you using your head," Trixie sounded genuinely impressed.

Ben and Trixie shouldered their way through the double door and ended up in the parking lot where the ambulances were kept. The pair quickly looked around for a hiding spot and decided to hide behind one of the ambulances, just moments before Rojo and Skaath smashed through way through the doors.

The symbiotic pair searched the parking lot – there weren't a whole lot of places for them to hide, so it fairly simple to deduce where they might be. But rather than just simply searching for them the boring way they – Rojo, Skaath, or both – had a better idea.

"All right, kiddies, let's play a little game," said Rojo sinisterly. "I could just do this the easy way and blow up these trucks until I find you, but that's not nearly as fun. My new friend says you like playing hero. All Right then, Mr. Hero, let's see you try to save all these people from being crushed to death."

As Rojo turned her attention to the high cliff overlooking the hospital, a wicked grin stretched across her lips as she extended her claws to nearly two feet in length. She stretched her arms to an impossible length, reaching the top of the cliff and sliced her claws through the stone. Her nails shattered the rockface into dozens of humongous boulders and started a rockslide headed towards the hospital. Rojo smiles at her work and casually backed away, leaving the children with a new problem.

"Time to go Rath," said Ben.

Ben activated the Omnitrix's core, finding the Appoplexian symbol at the start, and slam,ed it down. But when the green energy flash passed, Trixie tilted her head up to the face of Heatblast and not Rath.

"Aw, great," Heatblast complained. "I need muscle and I get an alien candle instead." He checks back at the rockslide – yep, still sliding – before quickly checking back with Trixie. "If scissors cuts paper, then fire melts rock, right?"

"I honestly do not see the comparison in analogies," said Trixie, shrugging her shoulders.

Well, since Trixie was offering no help, Heatblast just decided to go with it and blasted the rockslide with a high temperature fire burst…which he was now realizing was not the best solution as the boulders now caught on fire and were still sliding.

"Okay, definitely not what I had in mind," said Heatblast. "Trixie, get out of here."

The green-haired girl followed orders and ran for it.

Since melting the boulders didn't pan out, Heatblast opted a change of tactics and turned his heat on the ambulances instead. Metal, he found out, was much easier to melt than stone as he blasted each individual truck and liquefied them together until they formed a wall of solid, molded steel. Heatblast hopped over his reinforced wall just before the boulders hit the base of the cliffside and slammed repeatedly against the melted trucks. Much to Heatblast's relief, the melted wall held strong and diverted the flaming rocks away from the medical building.

"Hospital's safe," said Heatblast in satisfaction.

"But now the rocks are headed towards the bottom of the canyon where those construction workers are," Trixie said pointedly.

Of course the hospital had to be on a steep slope, Heatblast complained in his head. It wasn't too far away and there were well over a dozen workers fixing the bridge that may or may not have been partially broken when Rath charged through earlier that day.

"Oh man, I hate it when you're right," Heatblast groaned.

The pyronite started running down the slope when Rojo and Skaath suddenly jumped out of nowhere and kicked Heatblast in the back, knocking him flat on the ground. Rojo extended her nails as Heatblast turned around when a stream of flames suddenly shot her in the back and grilled her into the cliff. Heatblast looked over towards the source of the flowing fire and spotted Trixie with her hair alight with flames and the addition of glowing rocks covering her hands and forearms.

"You go on ahead!" shouted Trixie, increasing the intensity of her flames. "I'll take care of her!"

"You sure?" Heatblast asked worried.

"I told you, Klyntars are weak against high temperatures," Trixie reminded him. "I'll have them both tied up by the time you come back!"

Heatblast nodded and hopped over the road railing to take a shortcut to the construction site. Now that Trixie was alone to focus on Rojo and Skaath, she realizef that she had been blasting them with fire for a whole minute – the Klyntar must have dissolved into a puddle of goop by now and possibly charred Rojo as well. The human Omnitrix cut off her flames and moved closer to see the result of her work…only to be snatched up by her dress collar and lifted off the ground. The smoke subsided and the symbiotic duo emerged unharmed.

"What? No, that's impossible!" Trixie gasped in shock. "Unless…your genetic structures are so compatible that you've merged on a cellular level. You're permanently bonded to one another."

"I ain't gonna complain," said Rojo with a sadistic chuckle. "Cause that means I can do this."

She pulled back her fist and it was lights out for Trixie.

Down at the bottom of the slope, the workers on the bridge noticed the huge pile of flaming boulders headed their way and run away screaming like little girls, which was perfect for Heatblast when he showed up because it saved him a lot of explanations.

Seeing as there was no way to divert the boulder's direction like last time, Heatblast fell back on his last resort and focused his flames on the bridge itself. The road collapses and the flaming boulders fall into the river, saving the town at the expense of forcing tax payers to give up millions of dollars to build a new bridge.

Heatblast clapped his hands after a job well done and thought about heading back to see if Trixie had finished rounding up Rojo and the Klyntar until the very same duo flew down from above, lifted Heatblast off the ground, and threw him into a truck filled with sand.

Not wanting to waste any more time fighting the walking candlestick, Rojo extended her hands into long blades and started slicing everything in sight as far as her arms could stretch. Metal vehicle and construction equipment were sliced to ribbons, chunks of asphalt and concrete were ripped up, glass windows and street lamps were broken to pieces, and even a few unfortunate citizens that were in the buildings were cut pretty bad. But Rojo didn't care about that – her attention was on the Pyronite that crawled his way out of the crater in the middle of the street, leering across the way at Symbiote-wearing criminal.

"You want me?" Heatblast challenged her. "I'm right here."

Rojo hissed in irritation and charged at the pyronite with her bladed hands extended, but Heatblast easily ducked underneath. Rojo hit the ground and rolled up next to a puncture oil tanker. She started to approach him again when she realizes something: a spilled oiler tanker, a trail of oil leading up to Heatblast, and a flaming alien. Yeah, this was not going to end well.

Heatblast snaps his fingers to make a single spark that hits the oil and quickly caught fire. The flames followed the trail of oil until it reached the tanker and set off a massive explosion behind Rojo and Skaath, sending the symbiotic duo soaring over the town skyline and out of sight.

"See ya, freak show!" shouted Heatblast with a sarcastic salute.

Back at the hospital, Max had been transferred to another room after Rojo and Skaath had nearly wrecked the place. The older man was thankfully awake now and was surrounded by his grandchildren and Trixie, who was sporting a nasty bump on her head after Rojo had punched her lights out.

"When I was playing with the watch," Ben explained today's events in detail, "I must have led her right to you."

"Since they've moved me into a new room and you haven't gone alien since then, we're safe" said Max lightheartedly.

"Yeah, just for this second," said Ben depressingly. "But what about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have the Omnitrix – "

" – then it and I would both be in the hands on the Yautja hunter or someone worse," Trixie interrupted. "Benjamin, I know you feel responsible for all the bad things that have happened – it's perfectly understandable – but you finding the Omnitrix was the best possible outcome."

"Yeah, besides it won't come off until Trixie gets her memories back," said Gwen. "There's nothing we can do about it."

"Maybe," Ben admitting mournfully. "Maybe not."

Back in the city, people were gathering around the crash site where some…thing smashed on top of someone's car. And that something turned out to be Rojo and Skaath as they stood up, shaking off the shock from the explosion, and sending the civilians fleeing in terror. Rojo stood still for a moment to watch them run until she felt her mind being pulled back into the void, coming face-to-face with Skaath's mental manifestation.

"That could have gone a whole lot better," said Skaath. "Father will not be pleased if we do not retrieve the Omnitrix, or worse, Cetanu will hold this over our heads forever."

"Well, this is all on you," Rojo argued with the Symbiote. "You didn't tell me that watch could turn him into a superhero. I'm done with this."

"You don't have a choice!" Skaath hissed. "What the girl said was true – we are bonded to one another. We cannot be separated. Which means if we destroy ourselves, we will take you with us."

"You're bluffing," Rojo called him out. "You wouldn't – "

"Klyntar hold very little regard over the concept of life – especially our own," said Skaath. "We could destroy ourselves right now and we wouldn't hesitate. Is that enough motivation for you?" Rojo stayed silent. "We're glad we could come to an agreement. Now this time, we shall make him come to us."

Max and Gwen were asleep and Trixie had gone to see the doctor about the bump on her head, which gave Ben ample time to do what he needed. After packing up the last of the snack foods he needed in his backpack, Ben took one last look at his grandfather and cousin with a saddened sigh.

"I'm doing this for you, grandpa," Ben whispered softly.

And just like that, he had rushed out of the hospital and ran as far away as his legs could carry him. He had no idea where he was going or how long it would take for him to get there – all he knew was that he had to get as far away from his family as possible, for their sake. He must have been running for hours because by the time he arrived at his place on the bench in the park, it was already approaching dusk. The young boy watched as a kid around his age was tossing around a football with his grandfather; the sharp pain in his chest was very real.

"I'm glad we can spend the summer together, grandpa," said the kid, hugging his grandfather.

Okay, that was so unfair.

Ben hanged his head in depression when he suddenly felt something cold press against the back of his neck and made his jump up. The Omnitrix wielder stared open-mouthed as he was offered a can of soda by Trixie, who was taking a sip of her own.

"Figured you could use a bit of carbonated beverage," said Trixie when Ben finally took the can from her and sat down on the bench. "Mmm, bubbly."

"What are you doing here?" asked Ben suspiciously.

"Please, did you really think I wouldn't notice you trying to sneak off after what happened today?" Trixie scoffed at him. "As scary as it sounds, I know you too well, Benjamin. You feel responsible for all the accidents that happened and figured the only way to spare your family is to no longer be around them. But do you really think just running off on your own is going to make them feel any better?"

"At least they'll be safe," argued Ben. "You should stay away from me too."

"Benjamin, I am a part of the Omnitrix," Trixie stated the obvious. "I was literally created for getting into trouble."

"Reports say that the armored assailant has incredible firepower," a nearby radio reported, drawing Ben and Trixie's attention, "and has blown up several police barricades before arriving at the police academy training center just outside of Albuquerque."

"Rojo," said Trixie simply.

Ben's brow furrowed, throwing his unopened soda on the ground before making his way out.

Never in her wildest dreams did Rojo ever think she would be walking toward the police after she spent so many years running away from them, but she also never would have imagined that she would end up fused with some alien slime that gave her super powers.

The few dozen cops that tried to get in her way were effortlessly taken down by one or two swipes of her organic weaponry and her thick dermal armor not only made her impenetrable to bullets, but her symbiotic skin absorbed the shots and sent them back. Rojo turned her head as a cop car was charging in to ram her, but the criminal pair stabbed their claws into the car's hood and stopped the squad vehicle in its tracks. Rojo lifted the car with one hand (the cops immediately jumped out) and casually tossed it into the police academy building.

Rojo paused for a moment to inspect her work. They knew Ben wouldn't be able to resist stopping them, and they were not disappointed.

A blur of black and blue motion zoomed by, causing the symbiotic duo to stumble, before a pair of green rays shot Rojo in the back and forced her to her knees. Rojo lifted her head, spotting Fasttrack zooming to a stop in front of her while Trixie glided down from the sky with her eyes glowing green and yellow patagium connecting from her forelimbs to her hindlimbs.

"Looks like you started the party without us," said Fasttrack tauntingly.

Ben really needed to learn to not talk as much; Rojo grabbed Fasttrack by his ankle in a second, slammed him on the ground, and then kicked him into a squad car.

She started to approach him when she was shot from behind by a pair of green beams again. Rojo turned and glared into the sky as Trixie zoomed around in a figure eight, bombarding her with neuroblasts that did not seem to be having any effect on the symbiotic pair. After she blocked around shot with her forearm, Rojo formed a crossbow with her hands and shot five bolts at the flying child. Trixie managed to swerve around the first three, but she had very limited experience when it came to flying and the last trio ripped through her patagium, causing her to spin wildly out of control and free fell onto the police academy's front lawn.

"Trixie!" cried Fasttrack.

"You might wanna worry more about yourself," said Rojo, turning and marching up him with an organic battle axe. "If daddy wants his Omnitrix, he can have it. This is getting fun."

"Daddy?" Fasttrack repeated confused. But he decided not to dwell on it and rushed up to Rojo, repeatedly kicking her in the chest. "One good kick deserves another."

Rojo staggered, but properly righted herself and confronted Fasttrack without any sign of damage. Both readied themselves to go another round when a loud rumbling noise drew their attention to the side; a small tank rolled right up to the pair and took aim.

At first it turned its cannon on Fasttrack, but the Citrakayah quickly put some distance between them, so the tank turned its barrel on Rojo and fired off a round. Fasttrack had to cover his ears from the thunderous boom and steadied himself when the earth quaked beneath his feet. For such a small tank, it definitely had a lot of fire power; a thick plume of smoke floated from the crater in the middle of the street.

The tank rolled around the crater and turned its barrel on Fasttrack when a black and red organic spear pierces through the heavy armor plating, striking directly at the machine's engine, and caused the tank to explode. Fasttrack grimaced as Rojo and Skaath emerged from the s,oke while withdrawing their spear, perfectly untouched.

"Heh, that almost tickled," said Rojo mockingly.

Fasttrack furrowed his brow before zooming up to Rojo and nailing her across the face with a haymaker. The Citrakayah followed up with a steady beat of quick left jabs and a right uppercut to keep the symbiotic duo off balance so that they wouldn't be able to counter him.

Unfortunately for him, Rojo was a quick study and had already predicted Fasttracks next attack. So when the black and blue-furred alien threw another haymaker, Rojo caught it in her hand and grinned savagely in Fastrack's face…right before it became very acquainted with her knuckles.

The Citrakayah was sent flying across the street and plopped on the front lawn of the police academy close to Trixie, who had reverted to her human form with fresh bruises on her arms and legs.

"So…how's it going?" Trixie asked, trying very hard to lighten the mood despite the situation.

Fasttrack groaned weakly in response while pushing himself up by his elbows. He turned to Rojo as she walked towards them with one hand molded into a battle axe and the other molded into a sword.

Though he hated having to do it, Fasttrack realized they were outmatched at this point and had no choice but to run. The furry alien jumped to his feet, picked up Trixie, and zoomed down the street past Rojo while knocking the symbiotic duo over. He zipped into a nearby alley that was a good distance away from Rojo, but was close enough to where they could see her.

And it was right at that moment when the Omnitrix decided to time out.

"Well, that's just great," Ben groaned.

"At least she won't be able to track us for a little while," said Trixie optimistically.

"I'm not gonna take any chances," said Ben, grabbing Trixie's hand and pulling her along (this seems to be a recurring theme). "C'mon."

They run down the alley and end up in the police academy training field. They decided to cut across when Rojo suddenly bursts through the wall behind them, armed with her organic crossbow, and starts shooting at them; it was a good thing she had such terrible aim. The symbiotic pair started running after the children, not realizing that Ben and Trixie had doubled back and ducked behind a pair of training dummies. Ben and Trixie poked their heads out as Rojo ran past and slipped back before Rojo could see either of them.

"You know, now would be one of those moments when Gwendolyn or Maxwell would come up with a brilliant idea to save us," said Trixie. "But someone decided it would be a better idea to run away instead."

"I'm not gonna put them in danger anymore," said Ben firmly. "This is my problem, my responsibility, not theirs."

"Yes, but they are still your family," said Trixie. They heard a crashing sound coming from the field and poked their heads out again. Rojo was getting impatient looking for them and was tearing down the entire facility. It was only a matter of time before she would start heading in their direction, which meant they had to move. "Quick, in there."

The green-haired girl pointed to a pair of doors at the nearest building and the children quickly made a break for it; it looked like they had wandered in to the academy's gym. They were cutting through the equipment when the Omnitrix started beeping.

"Hey, what's up with this thing?" asked Ben as they came to a stop. "It's not gonna blow up, is it?"

"It's the communication function," answered Trixie. "Someone's trying to call you."

"Wait, this thing's a cellphone?" Ben asked in surprise. "Why didn't you tell me?"

"I did tell you – I told everyone," said Trixie with an exasperated sigh. "But of course, you were too busy playing Sumo Slammers to pay attention. Let me just – " She fiddled with the watch until it made a chiming sound. "Hello?"

"Trixie, is Ben with you?" It was Grandpa Max.

"I'm here, grandpa," answered Ben. "Can we talk later? We've got an indestructible Symbiote monster that none of our aliens can take out. Rath's not strong enough, Heatblast couldn't bring the heat, Fasttrack's too slow, and Jetray's blasts don't sting. I don't think they have any weaknesses."

"That's because you've been trying to take them down by force," said Max. "But I know there's one alien in that watch that can get an instant knock out. You know what I'm saying?"

"That's it," said Ben in realization. "Thanks, grandpa!"

"Still think you're better off without them?" Trixie asked smugly when they cut off the communicator.

Saying nothing in response, Ben activated the Omnitrix – and almost immediately, they could hear Rojo tearing down the walls around them. Ben and Trixie dive behind the gym equipment as Ben scrolled through the Omnitrix's catalog until he found the tiny alien with the fluttery wings. Ben slammed down on the watch's core and one transformation sequence later, Pesky Dust floated near the ceiling.

Rojo smashed through the gym doors armed with two battle axes, scanning the room for the kids with the Omnitrix. But she didn't need to bother looking as Pesky Dust fluttered right out into the open with his hands on his hips and a confident smirk. Rojo blinked at the tiny fairy alien in disbelief…and laughed out loud.

"Oh man, this is rich!" cackled Rojo, nearly choking on her own breath from laughing too hard. "You really screwed up this time, kid! This'll be easy pickings!"

"Oh really?" Pesky Dust trilled in a challenging way.

"Get away from him, you fool!" Skaath screamed in Rojo's head; she never heard him so afraid before. "That's a Nemuina!"

"Nighty night," Pesky Dust trilled.

The pixie alien pointed his index finger like a gun and sprayed the symbiotic duo with a thin mist of green powder. Rojo coughed and choked when the cloud fell over her head before she started to feel the effects of the Nemunia's powers. Her eyelids were heavy and her muscles went limp; she struggled to stay awake, but her brain felt like it was shutting down. Rojo tumbled around dizzily and desperately tried swinging at Pesky Dust, but the Nemunia effortlessly floated around her and finished her off with a simple poke to the forehead. The symbiotic pair dropped like a falling tree and drifted off into dreamland; Rojo, it turned out, was a snorer.

"Okay, I think I'm starting to like this alien," Pesky Dust trilled.

"Since we have the chance, we should probably see who it was that sent them after you," said Trixie. "Nemuina have the power to enter people's dreams to gather information from their subconscious."

"Okay, this might turn out to be my new favorite alien," Pesky Dust trilled as he floated over Rojo. "Back in a second."

Though he didn't fully understand how the process worked, Pesky Dust somehow floated inside Rojo's head and entered the deepest recesses of her mind.

At first, all he could see was darkness (Pesky Dust worried he might have messed up somehow) and then the darkness started to meld with a red organic material, eventually evolving into the mental space shared between Rojo and Skaath. The Nemuina floated around the face for a little while until the organic material started to build on top of itself and Pesky Dust came face-to-face with Skaath himself. The Klyntar hissed furiously, but made no move to attack – he was powerless in this space.

"Listen to every word we say, human," Skaath seethed. "You may have defeated us, but are just the child. It is our father you should fear. You cannot run, you cannot hide from him. Father will find you. And when he does, he will retrieve his Omnitrix and you will understand d why the universe shudders at the name of Vilgax!"

Skaath leaned forward, swallowing him whole –

- and Ben shot up, breathing heavily. He felt a hand resting on his shoulder and looked around. He was back in the police academy gym, in human form, lying on the floor with Trixie by his side. He leaned over to see that Rojo and Skaath were still out cold, but were now wrapped up in steel beams (Trixie must have used Rath's DNA to do it). Trixie offered her hand and helped Ben to his feet, but stared at him with concern.

"Are you okay?" asked Trixie worried. "After the Klyntar pushed you out, you were unconscious for almost five minutes, screaming the whole time. Did you find something?"

"Yeah…," said Ben slowly, but uncertain. "Yeah…I think so."

Trixie did not seem convinced. If anything, Ben looked afraid. And seeing Ben afraid…made her feel afraid.

With the sun rising to the next day and the combination of Rojo and Skaath locked away in a maximum-security prison, the morning could only get better when they were informed that Grandpa Max was discharged from the hospital. Even though he still had a broken leg and needed crutches to get around, he certainly seemed a lot happier to be outside than confined to a bed. Ben, Gwen, and Trixie helped the elderly man outside; Max took a deep breath of air and sighed.

"Ah, it's good to get out of here and back on the road," said Max as he hobbled toward the Rust Bucket.

"So, Ben, you never told us what happened after you brain probed Rojo," Gwen pointed out.

"It was kinda creepy," said Ben honestly as Max opened the RV door for them. "Not the Symbiote, but what he said. He told me that his dad was coming for me and that I should be afraid. He said his name was…Vilgax. I don't know why, but it just gave me these chills…. Grandpa, are you okay? You look like you've seen a ghost." He asked, noticing that his grandfather was paler than normal.

"I'm...fine," Max said with a slight hesitation in his voice. "And you'll be fine, too. As long as we stay together."

"Sounds good to me," said Ben happily.

Ben, Gwen, and Trixie walked into the Rust Bucket without a worry in the world…but Grandpa Max felt a sense of dread bubbling up in his stomach. He stared aimlessly into the sky and felt that same chill running down his spine at the name:

Vilgax.

This is actually one of the biggest growth episodes for Ben when he comes to realize the consequences of his actions and become aware that his fight actually do ending up hurting people, even if it is unintentional. He learns from this lesson and also teaches it to another group of super destructive superheroes in the future.

I had originally planned for Trixie to replace Max, but I figured that after the big Trixie centric episode last time and the fact that Ben has a stronger bond with his grandpa, it should stay the way it is. Rojo is now permanently merged with Skaath, one of the Children of Vilgax, and will have more significant roles later as the series progresses.

Next Episode: Last Laugh