Out in the middle of nowhere (no, not Kansas), deep in the mountains there was a facility hidden away from the public eye, and for good reason. Because hidden inside this facility was some off the most destructive weapons on the planet, capable of leveling entire city.
So of course, it would become the obvious target of some nefarious plan.
A yellow beam shot down from the sky, spreading an electrical field that opened three hatches in the middle of the base. When the hatches were opened, three nuclear missiles were lifted out off their silos and traveled up the yellow beam.
Inside the facility, sirens were screaming "SECURITY BREACH! RED ALERT!" and red lights were flashing dangerous as military personnel were scrambling to figure out what was going on. The commander of the base bum-rushed his way into the control room, trying make sense of everything as he leaned over one of the worker's desks and realized that the missile silos had been opened.
"I didn't authorize a launch!" he shouted in a panic. "Abort! Abort!"
"We're not launching the nuke, sir!" said the worker. "Something's pulling them out of their silos!"
That "something" was a very familiar warship: the Chimerian Hammer, the flagship of the most dangerous conqueror in the galaxy. One by one, the nuclear warheads were lifted out of the base and safely stored into the warship's hanger until their drone workers moved them into storage later. As for the leader himself, he was not one to sit out on a good conquest.
While many of the missiles were forcibly pulled through the silos, there was still a good stockpile of munitions stored away in the nearby hanger bay, protected by three soldiers. But that wouldn't nearly e enough for what came next.
While everyone was on high alert, the entryway into the hanger suddenly exploded inward, throwing fragments of the once steel door across the room. A cloud of some filled the hanger, obstructing the views of the soldiers. Before any of them realized what happened, the soldiers were attacked inside the smokescreen, promptly knocked out and thrown across the room before they even knew what happened.
When the smoke cleared, it was none other than Cetanu who stood victoriously over her fallen prey. But this wasn't the Yautja warrior that Tennyson's had fought before; she was smaller – roughly the size of a small Earth child – she lacked her formal hunting mask, and she was garbed in full body armor instead of the more risqué mess suit.
The youngling Cetanu made a chirping noise as she looked back at the door, bowing her head as her "father" entered the hanger. But much like Cetanu, he was different from the Vilgax in the present, lacking Dr. Animo's modifications and with shorter tentacles on his chin.
Flanking him on either side was his other "Children" as they entered the room. Skaath the Klyntar seemed to be possessing a random soldier, possibly explaining how they managed to get inside undetected until now. But the third Child was completely new. He resembled a corrupted ghost with purplish-gray skin and jagged black lines tracing across his body. His head resembled an upside-down skull with uneven teeth and a single purple eye. He carved jagged lines into the walls with his foot-length black nails, groaning exasperatedly as he looked over the fallen soldiers.
"They are still breathing?" said the ghost. "What kind of Yautja leaves their enemies alive."
"The kind that doesn't waste time on fodder," Vilgax hissed. "Now hurry up and collect the weapons before – "
His instructions were interrupted when an energy blast suddenly hits Skaath from behind, sending him flying into the opposite wall. The ghost Child quickly turns intangible as another shot is aimed at him and disappears beneath the floor, leaving Vilgax alone. The squid-faced conqueror turned around and crossed his arms to block the next beam aimed at his chest, pushing him back by several meters. The young Cenatu attempts to run to her father's aid, but her senses had yet to be honed enough to detect the steel net being thrown on top of her, binding the Yautja of the floor.
Viglax lowered his smoking arms and narrowed his blazing eyes, hissing, "You…."
His opposition were two men armored up in specialized teal-and-black suited, their faces obscured by protective helmets, and packing heavy ordinance aimed at the galactic tyrant.
"It's over, Vilgax!" one of the suited men proclaimed.
"You're going down!" said the second man.
"Many have tried," said Vilgax, snarling. "None have succeeded."
"Until now slimeball," said the second man, suddenly sprinting ahead.
"Phil, wait!" the first man yelled.
But the man named Phil ignores the warning. He rushes up to Vilgax, who leaps into the air high above Phil's head. The man in the suit fires multiple shots at the galactic tyrant, all of which miss by a wide margin. He is left exposed as Vilgax comes down and kicks the man in the head, knocking of his helmet, which rolls across the floor, stopping at his partner's feet. Phil's partner stood by as Phil – who was revealed to be a young man with slicked black hair – was pulled into a headlock by Vilgax with his own weapon pointed at his skull.
While this was going on, Vilgax's ghostly follower floated from beneath the floor in front of the command console on the far end of the hanger. With a few clocks from his claws, the missile is declared armed and ready to launch.
"Back away," Vilgax threatened as the alarms screamed and the hanger doors opened above their heads. "Or watch one of your cities be destroyed."
Phil's partner took a moment to assess the situation. Though two of Vilgax's followers were down for the count, he still had to contend with the third Child and the big boss himself. But with his partner being held hostage, there was no room for recklessness. So, seeing no other options available to him, the suited man slowly and deliberately drops his rifle on the floor.
"You can't just let him get away!" shouted Phil.
"Never said I would, kid," said the suited man.
In a flash, the man raises his arm and reveals a hidden laser beneath his glove. The laser knocks the weapon out of Vilgax's hand, providing Phil with a chance to elbow Vilgax in the chest, forcing him to release the human, and pushed him away. Vilgax stumbles over to his ghostly follower, who finished hacking the terminal and gave the nearby missile the command to launch. The rocket slowly hums to life and smoke begins to spew from below.
"You're too late," declared Vilgax.
"Wrong," said the suited man confidently. "My timing's perfect."
The man in the suit kicks up his discarded rifle, grabbing it out of the air, and launches a green projectile at Vilgax. The projectile opens into a slime-like net that ensnares Vilgax, but passes through his ghostly Child as he turns intangible at the last second. The ghost alien looks bac at his father, who had become strapped to the rocket that was about to launch, then at the humans aiming their weapons at him. Vilgax howls in fury as his cowardly child once again phases through the floor to safety.
"NOOOO!" Vilgax screams as the missile flies out of the hanger.
"What're you doing?" Phil questioned his partner, who removed his helmet, revealing the youthful and ginger-haired face of younger Maxwell Tennyson.
"Sending Vilgax out with a bang," Max quipped.
Max and Phil stood by and watched as the missile flew into the sky, Vilgax's screaming Max's name in vengeance. The missile collided with the Chimerian Hammer, which also contained the stockpile of missiles that had already been stolen, resulting in a great fiery explosion that could be seen from a hundred miles away.
Max and Phil braced themselves against the shockwave, completely unaware of Vilgax's phantasmal son slipping through the floor, retrieving the unconscious Skaath and the younger Cetanu before slipping away under the cover of darkness….
"And then, kablamo. No more Vilgax…. Or so I thought."
We return to the present day with the Tennyson family out on the road once more as Grandpa Max finished telling his story.
It had been two days since Vilgax's attack and the Forever Knights' ambush. During that time, they had gone into the nearby town to the nearest repair shop to get the Rust Bucket fixed and to spend the next few days relaxing and recuperating from recent events. Despite Gwen's persistent demands, Max refused to tell anything until they were safely on the road in the Rust Bucket; he seemed to believe that the Forever Knights may still be following them, which seemed reasonable to Trixie, but upsetting for Gwen. And for once, Ben didn't put up any argument or even go looking for trouble. It seemed that whatever happen in Alien X had physically and mentally exhausted him to the point of collapse. He had spent an entire day sleeping and didn't wake until just before they left town.
Now that they were out on the open road, Max finally went into the details of his secret past. Ben sat in the passenger's seat, staring at his grandpa in awe, while Trixie sat curiously at the table and Gwen sat opposite of her with a mistrustful glance at her grandfather, hiding behind her computer. She was still holding a grudge against Max for withhold such a huge secret….
"Whoa, you were a hero?" said Ben, awestruck.
"I was just a guy doing a job…," said Max humbly.
"Excuse me," Gwen spoke up sharply, "but what exactly was that job?"
Max frowned sadly at his granddaughter's tone, pausing for a moment before responding, "We called ourselves the Plumbers. Officially, we didn't exist. We were the guys who fixed the problems no one else could. Extraterrestrial. Extrasensory. Extraordinary."
"Perhaps that's why the name seemed so familiar to me when we first met," Trixie hummed thoughtfully. "Perhaps I was somehow involved with these…Plumbers before I lost my memories."
"It's possible," said Max. "The Plumbers don't just exist on Earth. They're an organization that works on a galactic level, protecting hundreds of planets."
"So, all this time I've been going hero," said Ben excitedly, "I've really been following in your footsteps! I'm a Plumber in training!"
"And you knew about the watch the whole time?" Gwen asked scathingly. "And you never thought to mention it to any of us? Not even Trixie. She deserves to know more than any of us! It's her life we're talking about!"
"Calm down, Gwen," said Max defensively. "I swear I didn't know anything. Not really. Just rumor and scuttlebutt. I was surprised as you guys when the Omnitrix turned up on Ben's wrist. And I definitely never heard anything about a living monitor for the Omnitrix. That was entirely new."
"So I still have no answers to my past," Trixie murmured sadly, hanging her head.
"That's not your fault, Trixie," said Gwen, resting a kind hand on top of Trixie's. She then shot a pointed look at Max. "If anyone should feel responsible, it's grandpa. You always told us we could tell you anything. Guess that only works one way…."
"Gwen, I…," Max mumbled defeatedly.
But to Max's relief and Ben's excitement, the sounds of passing sirens took them out of their conversation. Looking out the window, they saw a line of police cruisers and ambulances heading in the opposite direction.
"All right!" Ben cheered, pumping his fists. "Could be a chance for the Plumbers to go back to work!"
"Ugh, you should start by unclogging that hairball from your brain, Mr. Plumber," Gwen groaned, rolling her eyes exasperatedly.
"Aw, you're just jealous 'cause you're not part of the family business," Ben taunted, sticking his tongue out at her.
"There is no 'family business,'" Max said sternly. "My hero days were over a long time ago."
"Well, mine are just getting started," said Ben enthusiastically, jumping out of his seat and rushing out the door.
"Ben, wait!" Max shouted back.
"Time to hit the Fasttrack!" said Ben.
Ben pushes the activation node, popping up the dial, and turned it until he reached the Citrakayah silhouette. He slams down on the dial, completely ignoring Trixie's warnings not to, and exploded in a flash of green light. But when his transformation sequence ended, Ben felt much shorter than he did when he turned Fasttrack. Having a bad feeling about it, Ben looked into the Rust Bucket's side mirror and stared into the face of –
"Pesky Dust?!" Pesky Dust trilled irritably. "Are you kidding me?"
"The Nemuina is a good alien when used properly," said Trixie, poking her head out the door. "Plus, it's cute."
"Aw, I don't have time for this," Pesky Dust grumbled.
The pixie alien flew over the street just as a fire truck was passing the Rust Bucket. Pesky Dust landed on top and latched himself onto the ladder….
A fifteen-minute drive later, the firetruck comes to a stop in front of a large hotel – coincidentally the same hotel the Tennysons had been staying at for the past two days. The firemen exit the vehicle as the balding hotel manager come running up to them looking desperate.
"There's s-some kind of creature inside, tearing up the place…." he stuttered fretfully.
The manager trailed off as his eyes wandered away from the fireman and somewhere above his head. The fireman turned around, following his line of sight. Both were left in a bewildered state when they spotted Pesky Dust standing on top of the fire truck, fixing his windswept hair. The pixie-like alien noticed their stares and waved friendly.
"Don't mind me," said Pesky Dust, flapping his wings. "Just your friendly neighborhood superhero."
He fluttered past the two flying toward the hotel entrance.
"…That's the last time I buy lunch from a gas station," said the fireman, scratching his head.
Pesky Dust pushed the doors open, fluttering inside the hotel lobby, and surveyed the area. Aside by the unnecessary fountain in the middle of the room, everything else looked like a tornado had been through. All the furniture and fake plants had been thrown against the walls and left broken on the floor. But there wasn't any sign of what might have caused it….
"Okay, who's the punk giving us creatures a bad name?" said Pesky Dust, pounding his fist threatening, which only came off as adorable.
Baited by Pesky Dust's words, the creature responsible stepped out from behind a nearby pillar and into the open. The beast was slightly rotund with burgundy skin on its top half and orange skin on its underside. The monster leered its beady red eyes at Pesky Dust, drooling through its pointed teeth, and rose to its full height with a beasty snarl…
…which wasn't at all threatening when it only came up to Pesky Dust's chin.
"…PFFT-HAHAHAHA!" Pesky Dust guffawed, doubling over in laughter. "You're the big scary monster? You're even lamer than I am!"
Not at all pleased with the Nemuina's mockery, the tiny beast picked up a rock and threw it accurately at Pesky Dust's forehead, knocking him on his back. Now it was the monster's turn to laugh.
"Okay, pal," Pesky Dust leered, "you picked the wrong day to be an alien."
Pesky Dust leaps forward trying to catch the beast in a surprise attack, but the creature jumps out of the way and the Nemuina slides across the unreasonably polished floor until he hits his head on the fountain. The pixie-like alien grumbled, rubbing the sore spot, and looked up at the pillar where the beast had latched itself on. The beast snarled at him and leaped into the fountain, filling its cheeks with water. The two aliens stared at each other for a moment before the tiny beast sprayed Pesky Dust.
"Ew! Gross! Ugh, watch the hair, watch the hair!" Pesky Dust cried, raising his arms to defend himself.
The little beast cackles and jumps out of the fountain before Pesky Dust thinks to grab him. The Nemuina, growing frustrated with the gremlin of an alien, pointed his index finger at the beast's back and fired off several rounds of sleeping dust. Unfortunately, the little monster dodged the shots and disappeared through a set of opened double doors into a darkened room. Pesky Dust flapped his wings and chased after it.
The room was pitch-black and impossible to see more than five feet ahead. Pesky Dust cautiously looks around, gliding backwards while searching the area. What he doesn't realize as that a gray-haired older man armed with a futuristic-looking rifle had the same idea. Neither of them was aware of the other as they slowly backed up until they bumped into one another.
The two spin around and let out surprised screams:
"Who are you?!" They shouted in unison. "Who am I?! Who are you?!"
The graying man doesn't even think twice before pointing his rifle at Pesky Dust's and pulling the trigger. The force of the concussive blast blew Pesky Dust out of the room and crash landed behind the front desk, knocking over several keys and check-in book on his head.
"Looks like today's my lucky day," said the older man proudly. "Two aliens for the price of one." He approached the counter and saw Pesky Dust lying motionless on the floor. "Just sit tight, Tinker Bell. I'll be back in a minute."
The newcomer too another survey of the room and spotted the small beast he had been originally hunting leap out from the shadows. He shoots the monster with a concussive beam, but the alien dodges and runs out of the lobby again. While the stranger chased after it, Pesky Dust pulled himself up onto the counter with a disoriented groan.
"Did anyone get the license plate off that truck…?" Pesky Dust grimaced.
As the armed newcomer entered the room, he walked by a stacked bookshelf that reached near the ceiling (which was purely for decoration since nobody reads books anymore.) He waved his rifle around the room when he heard a snarling noise from the top of the bookshelf and looked up. The man had no chance of escaping before the beast pushed the bookshelf over, dropping it on top of him. The stranger grimaced, his whole body in pain and unable to move.
The little alien hops down and hollers victoriously until a green mist sprinkled down from above. The alien gremlin swayed on its feet before collapsing on its front, snoring loudly with a gigantic bubbling blowing from its open mouth. Pesky Dust landed beside it, blowing his finger and pretending to holster it.
"Tinker Bell's got some moves," said Pesky Dust tauntingly to the downed man.
Naturally, the Omnitrix decided to time out and revert Ben back to human form in a flash of red light. Even worse, the stranger was starting to push the shelf off and would definitely be asking questions Ben wouldn't want to answer.
"Uh…gotta go!" Ben spoke in a high-pitched voice, pretending to be Pesky Dust, and sprinted out of the room.
He runs out into the lobby and runs to the front door just as Max, Gwen, and Trixie enter the building. How they managed to convince the authorities to let them into a police zone was a mystery.
"Ben, are you all right?" Max asked in concern for his grandson.
"Barely," said Ben, sighing in relief. "Some nutjob in the nearly roasted me."
"What kind of sick monster would hurt something so adorable?" asked Trixie.
The "nutjob" limped out of the other room, rubbing a tender spot on his head. He looked around the lobby when his eyes first fell on Ben, then Trixie, then Gwen, and finally stopped on –
"Max?" the man gasped.
"Phil?" said Max, equally surprised.
The man called Phil seemed to catch his second wind as he practically ran up to Max and the two of them embraced like brother, laughing with excitement.
"You know this guy, grandpa?" asked Ben, visibly confused.
"Well, you could say that," said Phil as the older gentlemen separated. "We used to be partners."
While Ben and Trixie shared clueless gazes, Gwen scoffed and looked away with her arms crossed.
Once Phil gave word that the hotel was clear to the authorities, he pulled the Tennysons over to his sleek blue car parked on the side of the road. It looked just as dated as the Rust Bucket, but was kept in better condition.
"Yeah, she's not much to look at," Phil admitted, running a hand over the hood preciously. "But it's better than that old rust bucket of an RV you used to drive."
"So, how are you, Phil?" Max asked his old partner.
"Pretty good, considering I just bagged a Havoc Beast," said Phil, stowing said alien contained securely into his trunk. "Seems like old times."
"You bagged it?" said Ben, outraged. "It was Pesky – "
"Havoc Beast, huh?" Max quickly intervened, eying the contained alien suspiciously. "I haven't seen one of those since the one we caught terrorizing Denver years ago."
"Yeah, well, good thing I was around," said Phil, slamming his trunk shut. "You know, 'Once a Plumber, always a Plumber.' You ever think about getting back in the game, Max? You know, relive the glory days?"
"No thanks, I'm retired," said Max. "And so are the Earth-based Plumbers."
"Yeah, thanks to you," said Phil. "Once you took Vilgax out of the picture, the work just seemed to dry up."
"I was just doing my job," said Max.
"Yeah…," said Phil heaving a big sigh. "Looks like things are picking back up again. In fact, I'm starting my own freelance Plumber business." He looks over at Ben and immediately zeroes in on the Omnitrix. "Wow, cool watch. It looks so familiar…."
"It ought to," said Ben, holding up the watch proudly. "It's the Omni – Ow!" Trixie just elbowed him in the gut. "What was that for?"
"Well, will you look at the time?" said Max quickly, shoving Ben toward the Rust Bucket. Trixie and Gwen followed close behind; the latter was glaring a hole in the back of her grandfather's head. "We need to go. Nice catching up with you, Phil. Happy plumbing."
Phil quirked his brow at his former partner's odd behavior.
"I don't get it," said Ben once the Tennsyon family was back on the road again. "How come you didn't tell Phil about the Omnitrix?"
"You can't just go telling every person we meet about the Omnitrix," Trixie told him off. "That's probably how the Forever Knights knew so much in the first place."
"Trixie's right, Ben," Max agreed. "The Omnitrix is on a need-to-know basis only. The less people know, the better."
"Guess that's your answer to everything, isn't it, grandpa?" said Gwen scathingly. "Don't trust your family. Don't trust your partner. Is there anyone you do trust?"
"I do trust you, Gwen," Max states sadly.
"Then why keep all the secrets if you knew it would help us?" Gwen pressed. "Do dad and Uncle Carl know about your 'secret plumber business?'"
"Well, uh…," Max stuttered nervously.
"Unbelievable!" Gwen shouted, throwing her hands up exasperatedly.
"Hey, why don't we start up the Plumbers again," Ben suggested eagerly to his grandfather. "You, me, and Phil! We'd be super alien butt-kickers!"
"Ben, I'm glad you appreciate what I did," said Max, sounding disapproving of the idea. "But you can't bring back the past."
Right at the moment he said that, the Rust Bucket's cup holders suddenly flipped up, revealing a hidden monitor. Ben, Gwen, and Trixie stared at it before shooting accusing looks at Max, who looked away sheepishly. Fortunately, his old partner, Phil, was there to save his bacon as his visage appeared on the screen.
"Max, If you're out there, I need help!" Phil called desperately. "Two Vulpimancers, tearing up a meat processing plant on Highway 44!"
"Vulpimancers?" Max repeated sounding concerned as Phil's image faded out. His expression turned grave as he suddenly turned the wheel pulling a sharp U-turn in the middle of the highway that nearly unseated his grandchildren. Lucky there weren't any other cars within a hundred miles, right?
"All right!" Ben cheered. "The Tennysons are back in plumbing business!"
"What are Vulpimancers?" Gwen asked Trixie, worried.
"Animalistic quadrupeds from the planet Vulpin," Trixie explained. "They are just barely considered sentient, but they are generally vicious to anything that isn't within their own pack even creatures of the same species. But how could a barely cognitive species make its way to Earth? Their solar system is 1.3 light years away."
Max's brow furrowed when Trixie made this fact known and slammed his foot on the gas pedal.
When they rolled up to the meat processing plant as indicated by Phil, the steel front doors had been ripped wide open, barely hanging by their hinges. The Tennysons and Trixie stepped out of the Rust Bucket just as a beastly roar cried out into the unusually empty parking lot.
"I don't like the sound of that…," Gwen murmured nervously, clutching her Lucky Charm for security.
"From the sound of it, there are two adults," said Trixie, cupping her hands around her ears. "A male and a female. Possibly mates. We should remain cautious."
Taking heed of her warning, the Tennyson party carefully entered the facility, though Gwen looked like she would rather be anywhere else.
Max leads them down a long corridor deeper into the plat until they come across a curtained entrance leading into another room. On the other side was the actual processing facility where dozens of conveyer belts carried packages across the factory, but animal carcasses were still strung up on meat hooks for some reason. And in the middle of the hanging meat forest was Phil, who looked like he was getting back up from a nasty fall.
"Phil!" Max shouted, running over to help him up.
"Max," said Phil, sounding relived as his older partner offered a shoulder to lean on. "Thank goodness you showed up. Two aliens, nasty. We're gonna need a little of that ol' magic." He added in an oddly chipper tone that made Trixie quirk a questionable brow.
"No worries, we're on it!" Ben proclaimed confidently before anyone else could get a word in.
Just then, a cloud of steam entered the room through the doorway on the opposite side and two beasts stomped into the warehouse. They appeared to be a cross between dogs and tigers, though they lacked any visible eyes, four large fangs over chapped mouths with worm-like tongues flailing about. Both had orange-colored fur, though one was paler and the other had strips on its backs.
"Are those the Vulpimancers?" asked Gwen, backing away fearfully.
"Undoubtedly," Trixie answered. "Though they seem to be more mutated than the natural species. Perhaps an adaption to a harsher environment?"
"Well, whatever they are, they're no match for Rath," said Ben, activating the Omnitrix.
"Ben, wait – " Max tried to warn him.
But he was too late; Ben had already slammed the faceplate down and transformed into Rath in an explosion of green light. Phil's eyes went wide as he stared up at the hulking tiger alien.
"That's why I recognized that watch," said Phil in realization. "It's the Omnitrix!"
"Your darn right it is, Grandpa Max's old partner, Phil!" Rath screamed unnecessarily loud, making everyone lean back. "Now stand back and watch Rath kick alien dog butt!"
"Benjamin, you can't just – " Trixie tried to warn him, but it once again went ignored.
Rath leaps at the Vulpimancers with his fists over his head, slamming them down on top of the alien mutts. But the Vulpimancer's not only jump out of the way with little effort, the male raises its paw and slaps the Appoplexian across the face, sending him reeling into one of the conveyer belts.
"That's what I tried to warn him about," said Trixie exasperatedly. "Vulpimancers are naturally more agile than Appoplexians and adult males are almost as physically strong."
Rath shakes his head clear of the dizziness of the sucker punch just in time to see the female mutt jump at the Appoplexian with its claws extended. Rath quickly looks around and spots an empty barrel a couple feet to his left. Rath grabs the barrel and swings it against the female Vulpimancer with metallic clang! The Vulpimancer thrown into a metal shelf, bending the support structure, and knocked over several barrels, spilling copious amounts of unidentifiable pink liquid and animal guts.
"Gross!" Gwen grimaced.
"Listen here, Vulpimacer!" Rath shouted, tossing away the barrel and pointing at the downed alien. "Rath just kicked your ugly alien butt! Because rath is the most awesome kick-butt Plumber in the – "
In the midst of his exaggerated rant, Rath seemed to completely forget about the second Vuplimancer until it tackled him from the side, shoving him down on the conveyer belt. And for some reason, even though the facility was empty and there was no one working there that night, all the machines were left running, which seemed completely irresponsible, not to mention dangerous. Case in point: the meat grinder that the conveyer belt was carrying the clashing aliens towards.
Rath struggled to push the male Vulpimancer off, but the alien mutts had Rath pinned down by his wrists. They were getting closer to the meat grinder, which was sucking in and crushing slabs of meat that were just left out for no apparent reason and would most likely spoil.
But by a stroke of good luck that had nothing to do with Gwen's charm, Phil ran over to the nearest control console and just happened to know the right button to push, stopping the conveyer belt just inches from the meat grinder. Phil also somehow knew the lever to drag a slab of hanging meat and across the warehouse and slapped the Vulpimancer off of Rath. The Appoplexian rolls of the belt landing on his feet next to Phil.
"Let me tell you something, Grandpa Max's old partner Phil!" Rath screamed in Phil's ears. "Rath is very grateful for your help!"
"What are partners for?" said Phil, rubbing his poor ears.
"Is everyone all right?" asked Trixie as she, Gwen, and max ran over to meet them.
"Let me tell you something, Trixie!" shouted Rath. "Rath would really appreciate if you helped Rath by – "
"Getting everyone out of here? Great idea!" Max interrupted him while casting a wary eye at his ex-partner. Ben already revealed that he had the Omnitrix. The last thing they needed was for Trixie's secret to get out.
Max didn't give Rath a chance to argue, grabbing the Appoplexian by the wrist and dragging him along. The group of five ran through the forest of hanging meat, headed for the curtained entryway, when the female Vulpimancer Rath had downed earlier suddenly blocked their path. The party grinded their heels to a stop; Gwen turned around to head the other way, but reconsidered the idea when the male Vulpimancer stalked them menacingly through the hanging meat.
"Don't suppose you've ever considered becoming vegetarians?" Gwen quipped nervously.
The Vulpimancers had them cornered from both sides. In a one-on-one battle, Rath might have been able to take them, but when they worked together, he was out of his league. And Gwen and Trixie knew this as they exchanged silent looks between them. The redhead clenched her Lucky Charm, activating its magic, while Trixie began to sprout crystals from her left arm, both of them prepared to expose their abilities to save their family
But that became unnecessary as the Vulpimancers suddenly whine, holding their heads like they were in pain. Everyone looked around when they noticed Phil holding up a strange handheld device.
"Sorry about that, Ben," Phil apologized to Rath, who was stumbling around hold his head as well. "Only way to bring down the Vulpimancer. Guess it also works on Appoplexians."
"Yeah," said Max cautiously. "Lucky for us, you had a Sonic Pitch Whistle with you."
"A sonic what?" saked Gwen, turning to Trixie for an answer.
"Vulpimancers are blind, so they rely on their other senses such as sound and smell to 'see' for lack of a better word," Trixie explained. "By emitting a high-pitched frequency, one could theoretically overload a Vulpimancer's senses."
"You're pretty smart for a kid," said Phil, eyeing the green-haired girl curiously. "Where'd you learn all that?"
"Um…," Trixie stuttered.
Fortunately, Trixie was spared from having to come up with an answer when the Omnitrix conveniently chose that moment to time out, reverting Ben back to human form. That seemed to draw Phil's attention away from Trixie. At least for a little while.
"So...all the stories are true," said Phil, staring at the boy. "The Omnitrix really does exist. And Ben, pretty good moves out there. You remind me of your grandfather back in the day," He added, shooting an appreciative look at his old partner.
"Really?" asked Ben excitedly, though Max seemed less enthusiastic by the comparison.
Just then, Max noticed something out of the corner of his eyes and called out, "Phil, look out!"
The male Vulpimancer managed to find the strength to stand and swung its arms around, knocking everyone to the floor. The sonic pitch whistle fell out of Phil's hand and the Vulpimancer proceeded to crush it underfoot, silencing the device.
Now that their heads were clear, the Vulpimancers were livid. The two of them surrounded Phil when –
"Why don't you pick on someone with more meat on his bones?!"
Max had managed to acquired a fork lift from who-knows-where and rammed the Vulpimancers at full speed, carrying them across the warehouse. The retired Plumber jumped off the machine before they crashed into another room. And before the Vulpimancers could pick themselves up, Max slammed his fist on the door controls, bringing the shutter doors down with a bang! They could hear the alien mutts trying to scratch their way through, but the door held.
"Just like old times, eh?" said Phil proudly, offering his hand. "I think this is gonna be the beginning of a new partnership."
But Max doesn't accept it.
After seeing the situation handled at the meat processing plant, Phil invited them back to his hotel room in town, which was – again – the same hotel that they had already been to. How did they not run into each other for the past two days, Trixie wondered? Probably had something to do with the fact that Phil had a much fancier room than the one they had been staying in.
Phil's room had all the accommodations: unlimited cocktail shrimp (which Ben was happily gorging himself on), a big screen television on the wall (on which Trixie was watching the local news), and free wi-fi (which Gwen was helping herself to.) The only one not taken in by the room was Max, who was looking around with a hint of suspicion.
"It's fate that we all met up," said Phil, kicking his feet up on the table. "No other way to describe it."
"Wow, ritzy suite," said Max slowly. "Had to cost a pretty penny..."
"Just a little 'thank you' I negotiated for helping the manager out with his alien problem," said Phil nonchalantly. "And trust me, this is just the tip of the old alien iceberg. You know, Ben," he faced the boy, who had his cheeks stuffed to the brim. "You'd make a great plumber."
"I would?" Ben asked through a mouthful of seafood.
"Sure! A real chip off the old block!" said Phil enthusiastically, rising to his feet. "We'd all make a great team. With your powers, Max's experience, and my instincts, we'd be an unstoppable team. What do you think?"
"I'm thinking what an odd coincidence for a 'hyper weasel' and two 'megamutts' to turn up on the same day," said Max thoughtfully.
"Aliens – go figure," said Phil, shrugging.
"I, uhh, need some fresh air," said Max, frowning.
As Max walked out of the room, Phil narrowed his eyes menacingly at his former partner. His expression changed quickly as he addressed the children in the room:
"Hey, kids, order whatever you'd like off the room service menu," Phil offered, making his way to the door.
"Now we're talking!" Ben cheered.
But Gwen seemed to regard this generous offer with suspicion as she watched the older man leave the room.
"Something's going on that grandpa's not telling us about," said Gwen the second the door closed.
"Yes, you've only mentioned it a thousand times over the last two days," said Trixie exasperatedly.
"I'm serious," said Gwen firmly. "Come on. Let's get out of here."
"And pass up free room service?" Ben argued. "No way, I'm staying here."
Gwen glowered irritably for a moment, until an idea popped into her head. Gwen smirked cunningly and said out loud:
"Yeah, you're right! It's probably just some secret Plumbers' mission." Ben immediately perked up like a dog waiting for a treat. "Better if we just stay out of it – "
Trixie runs a hand down her face as Ben immediately bolts out the door with Gwen nipping at his heels.
"How can one person be so gullible…?" Trixie asked herself, reluctantly standing and chasing after them.
The children burst out the front door in minutes and ran out into the parking lot. When they looked around, they noticed both the Rust Bucket and Phil's car missing.
"No grandpa," said Gwen, frowning.
"And no Phil," Trixie added. "But where would they go?"
"If Grandpa thinks that alien weasel and those space mutts are connected," said Gwen thoughtfully, "here's only one place to check out around here."
Ben was already a step ahead, having activated the Omnitrix and slammed the faceplate down by the time Gwen stopped talking. Next thing they knew, both girls being lifted under Fasttrack's arms.
"Hey, watch it!" Gwen complained.
"I can change myself, you know!" Trixie argued.
"No time for that!" said Fasttrack quickly. "Hang on! This alien has only one setting!"
In the blink of an eye, all three of them sped down the highway in a multicolored blur.
As Gwen has suspected, Max had one back to the secret base beneath Mount Rushmore. He marched purposely through the labyrinth of shelves to a secured blast door in the back of the building. But when the doors opened, all he found was an empty pedestal.
"It's gone…," said Max, his suspicions confirmed.
"Looking for this?"
The retired Plumber furrowed his brow and frowned, having suspected that something like this would happen. He was not at all surprised to see Phil blocking the way out, holding up a handgun-like device with a large lens attached at the end.
"The Null Void Projector," Max confirmed. "I thought all those aliens were familiar. You stole the Null Void projector to release the ones we caught back in the old days."
"You always were too smart for your own good, Max," said Phil smugly. "But not wanting to join up with me was just plain dumb."
"Why are you doing all this?" Max questioned.
"Job security," Phil answered. "I release an alien, then get some hotel manager or mayor or whoever to pay me to catch it! Easy money."
"I'm not gonna let you get away with this" Max declared firmly.
"Yeah, I figured you might say that," said Phil uncaringly, waving the Null Void Projector at his old partner. "That's too bad. We could've made quite a team again."
Phil pulled the trigger and fired off a yellow beam. Max dropped to the ground, but the beam opened portal on the back wall behind him. As Max rose to his knees a grotesque frog-like alien with black claws and four spiked legs crawled out of the portal, snarling at him.
"And don't worry," said Phil menacingly, "I'll be sure to tell Ben how your last words to me were how you wanted him to follow in your footsteps as my partner."
"You son of a…," Max glowered.
But he didn't have time to thin about Phil because the alien beast was already standing over Max with its hand poised to strike. It brought it claws down on his head…and got stuck in the floor when Max suddenly disappeared without a trace.
"What the - ? Phil sputtered dumbfounded.
He was nearly bowled over when a powerful gust of wind iced up beside him. Having a sneaking suspicion on what it was, Phil turned around and found Fasttrack and Max standing a few feet away, completely unharmed.
"You're no Plumber," Fasttrack sneered at Phil. "You're nothing but a rotten, backstabbing, two-timing crook!"
"Ben, listen to me," said Phil, trying to sound persuasive. "We don't need your grandpa. We could start back up the Plumbers again – just you and me."
"Forget it," Fasttrack rejected, literally spitting at Phil's boots. "And there's nothing you can do to change my mind."
"Well, I'm sorry to hear that," said Phil, frowning. Just then, the alien beast ripped its claws out o the ground and roared angrily. "Say hello to an old friend: a Wigzelian Org Beast."
As the beast approached them, Phil took the chance to run away. The Wigzelian Org Beast took a moment to consider him, but chose to prioritize Max and Fasttrack instead, possibly preferring two over one. The backed up and glared at Phil as he opened the exit.
"I'd love to stay," said Phil smugly, "but I've got lots of work to do."
And on that note, Phil run out of the base, shutting the door behind him.
Wigzelian Org Beast slammed its claws down on their head, but Fasttrack grabbed his grandfather and moved them out of the way just in time. Once Max was safe, Fasttrack ran back at the beast, ducking under its sweeping claw. The Wigzelian Org Beast slammed down both claws on Fasttrack, but the speedy alien zipped to its other side, monetarily confusing the monster. So while the east wasn't looking, Fasttrack zipped around and repeated punched the alien in the side of its head, causing it to stagger.
And while they were fighting, Max ran over to the shelves, opening one of the compartments and pulling out a strange alien device.
"No," Max dismissed, putting the device back. He checks the next compartment two steps to the right, then the one below it, both times disappointed. "No, no…." He ran over to a far and reached into a compartment he could barely reach, but threw away the device when it wasn't the one he was looking for. "Where is it? Where is it?"
Fasttrack dodged another slam and unleashed another flurry of punches at the Org Beast's face, but the creature brushed it off and took another swing. Fasttrack zipped a few feet away just as the Org Beast gets its claws stuck in the ground again.
"Grandpa, could you pick up the pace?" Fasttrack asked distractedly.
The Org Beast pulled its claws free and even ripped up a sizeable chunk of the floor, throwing it at Fasttrack when he back was turned. The speedy alien didn't notice it coming because the Omnitrix issued a deactivation warning just before he was hit from behind. Fasttrack was thrown on the ground before the Omnitrix deactivated, returning Ben to his human form with a painful groan.
"'Cause I sure can't…," he moaned.
"Got it!" Max announced with relief, pulling out an orb device from the shelf. He wasted no time throwing it at the Org Beast's feet, which sprayed a thick cloud of green smoke. The Org Beast looked momentarily confused until it suddenly collapsed on its back out cold.
With the Org Beast situation handled, Max ran over and helped his grandson to his feet.
"Ben, are you all right?" asked Max, concerned.
"I've been better," Ben groaned, rubbing his throbbing back.
"Ben…," said Max, looking around slowly. "Where are Gwen and Trixie."
Phil rode the elevator to the top level of the base, stopping at the facility exit ramp. His car was parked next to the Tennyson's Rust Bucket, waiting for him to make his escape. And with the Null Void Projector in hand, he had everything he needed to make a clean getaway.
"Looks like it nothing but smooth sailing from here," said Phil condescendingly. But as he swaggered over, a spike of green crystal suddenly erupted from the ground and skewered his getaway vehicle. "My car!"
He heard someone running up behind immediately after and turned around just as Gwen flew at him with a flying kick. Phil was knocked backward in his wreck of a car, unconsciously throwing the Null Void Projector into the air, which was quickly caught by Gwen. Phil gritted his teeth, taking a moment to catch his breath after getting the wind knocked out of him. He looked up and glared at Gwen and Trixie, who had taken on her half-Petrosapien form.
"I knew there wasn't something right with you," Phil said to Trixie. "What are you even supposed to be exactly?"
"Buddy, I wish I knew the answer to that myself," Trixie remarked.
"It's over, Phil," Gwen declared. "You've been busted."
"Little lady, I don't think you quite understand who you're dealing with," said Phil, leering at the girls.
"A washed-up has-been trying to relieve his glory days," said Gwen snidely, pointing the Null Void Projector at Phil.
"It doesn't have to be this way, you know," said Phil, cautiously stepping closer with his arms raised in surrender. "We could all work together. Taking down aliens, being rewarded for it. We could be living the good life if you just hand over that device…."
"I doubt that trick worked on Ben," Gwen scoffed. "What makes you think it was gonna work on me?"
Phil grimaced; why did Max's grandchildren have to have moral consciousnesses?
Knowing that she wasn't going to be bargained with, Phil lunged at Gwen and the projector. Trixie raised her arms to jump to her defense, but was caught off-guard when Gwen suddenly threw the Null Void Projector in her hands. Before either her or Phil knew what had happened, Gwen took a step forward, putting her foot around Phil's ankle, and grabbed him by the collar. She then twisted around, using her hips to push him up, and flipped Phil over her head, slamming him down hard on the concrete.
Phil groaned in pain, his whole body sore. He may have been an experienced plumber, but he was still an old man in his fifties.
"Wow," said Trixie, impressed. "Remind me not to get on your bad side."
"Two years of judo lessons finally paying off," said Gwen proudly.
The elevator beeped again, this time dropping off a concerned Ben and Max.
"Gwen, Trixie, are all right?!" Ben cried. He stopped in his tracks when he spotted Phil lying on the floor. "Whoa what happened to him?"
"I think Phil just learned the hard way that crime doesn't pay," said Max leering at his disgrace of a former partner.
In the morning of the next day The Tennysons watched from a distance as Phil was handcuffed and shoved into the bac of a police cruiser. Phil glared at them through the window until the police pulled away and carried him of over the hill.
"Hopefully that's the last we see of him," said Max. Ben, Gwen, and Trixie stared up at him, frowning. The older man sighed, rubbing the back of his neck, and said, "...I'm sorry I had to keep my past a secret for so long. I should have known I could trust you guys."
"I'm still mad at you, and it's gonna be a while before I can trust you again," said Gwen, her arms crossed. "But…I forgive you. You're still my grandpa. I know you were just trying to protect us."
"Well, for what it's worth," said Max, smiling softly, "you all would have made great Plumbers."
"Hey, we're your grandkids," said Ben proudly. "What did you expect?"
"Still,, it makes me wonder…," Trixie hummed, staring thoughtfully at the sky. "If there are still Plumbers out there, maybe there's someone who knows about me…and about where I came from?"
"I'm sure we'll figure it out," said Max reassuringly, touching her shoulder fondly. "Someday…."
Phil glared at the passing scenery through the window of the cop car, stewing in anger.
"It was the perfect plan…," he grumbled. "I would've been set for life if it wasn't for Max and his grandkids. One day, I'm gonna pay them back for this."
"That one day may happen sooner than you think."
Phil blinked and looked straight ahead at the two cops in the front seat. As they drove past the town boarder and onto the highway, both of them reached under there seats and pulled out a pair of metal masks, placing them on their faces. The officer in the passenger's seat turned around to face Phil.
"Philip Billings," he said ominously. "Lord Enoch wants a word with you."
Fun fact: due to her connection to the Omnitrix, Trixie only has knowledge on sapient species like Vulpimancers, while non-sapient species like Wigzelian Org Beasts are completely unknown to her, so she doesn't know everything every species in the universe.
And the reason why I didn't send Phil to the Null Void like in the original is because he could prove valuable for the Forever Knights plot and because I hate the Rooters arc. It screws up canon so badly that if I ever make it to that point I would skip the whole thing entirely.
Next episode: Clash of the Titan