Max stretched as he drove into the misty Florida swamps. "Looks like we beat the crowd."

"Yeah, are you sure we're in the right place, Grandpa?" Gwen asked.

"Tomorrow, this place will be full of alligator fans." Max declared.

Gwen stepped out of the RV and her foot landed in a swampy puddle.

"Yuck!"

She walked to the front of the camper and saw Ben trying to remove the watch lens with a screwdriver.

"What are you doing?"

"Who knows how many other alien heroes are inside this thing? I just need to figure out how it works." Ben declared.

"You shouldn't be playing with this thing, Ben. You're just asking for trouble." Said Gwen.

"Just relax. I know what I'm doing." Said Ben as he continued to remove the lens.

"That's a first." Gwen rolled her eyes.

"Gwen's right, Ben. I want you to promise me you'll go easy on your Omnitrix." Said Max. "Don't stay up too late. Tomorrow's a big day."

With that, Max and Gwen went back inside.

Ben checked they'd gone and went back to playing with the watch.

"What are you doing?"

Ben gasped and almost dropped the screwdriver. Hayden stood there with an accusing look on his face.

"You should stop doing that. You'll break it." Hayden said as he walked away Ben playing with the watch.

He remembered the episode well, and hoped to prevent Ben from making a big mistake. But in case he couldn't, he had to at least keep a safe distance so as not to disrupt his backup plan in case dissuading the child wasn't enough.

"I'm not going to break it." Ben scoffed.

As soon as he said that, the lens came off and rolled to the floor. The dial began to panic, throwing off electric sparks.

"What was I saying?" He said as he watched Ben quickly grab the lens and try to put it back on the dial.

"I can fix this. I can fix this."

"Okay, while you're doing that, I'm going to tell Max what happened." Hayden declared.

"Wait! Don't tell Grandpa! He'll ground me for life!" Said Ben.

"You shouldn't have tried to tinker with the most powerful tool in the galaxy like it was a toy." Says Hayden, smiling at the irony of his statement for someone living in a childhood cartoon.

"In exchange will do anything you want! Anything!" Ben begged.

Hayden paused for a moment. He turned to him, a sinister smile on his face.

"Anything?"

Ben nodded as he began to regret his statement. But it was either that or face Max's wrath.


The next morning, Ben sneaked out of the camper van and pulled a chewed piece of gum from his mouth. He stuck it over the edge of the lens and onto the watch.

"There, good as new."

"That's disgusting."

Ben gasped and turned to see Hayden and Hope looking at him.

"You said you wouldn't tell!" said Ben.

"I said I wouldn't tell Max. Nuance. And then she promised not to say anything." Hayden clarified, to which Hope nodded.

"We're just here to see how long you can hold out until you get caught." Hope said, smiling innocently.

Ben glowered at them both.

"What are you guys talking about?" Gwen interjected.

"Oh, the usual. We're joking about Ben's next mischief." Said Hayden.

"You're not nice." Said Ben, pouting.

His cousin and the two teenagers giggled as they wandered around the camper and were greeted by a group of booths set up under a large banner that read "GATOR FEST."

Max strolled over and laughed at their stunned faces.

"Told ya. Let the alligator fest begin."

They headed for the party, unaware that a pair of big red eyes were watching them from the marsh.

As they looked around, they passed two men fishing.

"Hey, Larry. Look at these weird worms I found." said one of the men as he dug into his bucket and pulled out some Stinkfly-like worms.

"That's weird!" says the other man.

The Tennyson stopped in front of a crowd of people gathered around a nest of eggs.

"You know, I think you're going to enjoy this, kids. It's a rare event." Max declared.

"You mean like Ben changing his underwear?" Gwen asked sarcastically.

The crowd cheered as the eggs opened and the baby alligators crawled out of the swampy waters.

"Oh, they're pretty cute." Said Gwen.

The cheering stopped when the baby alligators suddenly crawled to land and ran away.

"What are they running from? They're alligators. One of nature's baddest species." Hayden declared.

"It's very strange. What could possibly make them do this?" Max asked.

Gwen's eyes widened.

"I'm going to give you a chance. And it's going to be okay!"

La foule a crié et couru alors qu'une grenouille cornue géante sautait hors du marais et atterrissait devant eux.

"I recognize that croaker! It's Dr. Animo's frog!" Ben exclaimed.

They jumped out of the way as the frog stuck its tongue out at them.

"It's not my idea to jump over it at all!" Said Ben, not noticing that the target was falling again.

"Bouuuuuh!" said Hayden.

Ben glanced at him, then noticed someone standing over him.

"Doctor Animo! How did you..."

"Found us?" Animo growled. "It wasn't hard to keep up with the aliens' exploits when you insist on helping people all the time. Especially when two of you often appear as extras in news reports and press photos."

Hayden then realized that his intervention with Animo at the supermarket hadn't just shortened the episode. It had also prevented Animo from finding out about the Alien transformations.

"You think you're so great after distracting me, allowing that blue alien to stop my mutant creations!"

"Hey, I'm the one who stopped you, actually." Hayden pointed out.

"You weren't there, kid. But that boy was." Animo retorted. "But this revenge is just the beginning. I won't be denied my place in history. Destroy him, and his friend with him!"

Ben and Hayden moved out of the way as the frog pounced on them.

"So, are you going to tell me why an old man is attacking us with his monster frog?" Hope asked.

"Long story short, we met him in Washington. Ben distracted him giving me enough time to turn into Glacial and stop the tantrum he had over not getting an award." Hayden declared.

"Okay, Dr. Freakamo! Party's over!" Said Ben, activating his broken watch and slamming the faceplate shut.

They stared at the creature Ben had transformed into.

"Ben, you're..."

"You've got two aliens fused together?"

"The bodies of Four Arms and Stinkfly?"

"Hehe, you became Stink Arms!" Hayden laughed, receiving a light blow to the back of the head from Hope. "Oh come on, that's funny."

Stink Arms-Ben didn't have time to reply as the frog lunged at him and he caught it.

"Ugh! You've put on weight since last time, or I'm not as strong as I used to be." Said Stink Arms-Ben before buckling under the weight of the frog, who fell on top of him with all his weight.

"Hayden, help him!" Said Gwen.

"Okay, okay!" Said Hayden, activating his watch. "Anyway, I promised Dr. House that I wouldn't be so nice the next time we met."

He transformed into Swampfire and threw seeds, which sprouted plants that bound the frog tightly and brought him to where the alligators were, which began to devour him.

"Yuck..." Stink Arms-Ben commented, while Gwen and Hope looked on in disgust.

"Almost brings back memories." Max commented, receiving strange looks from his grandchildren and Hope.

The doctor fell to the ground as his mutant frog was beaten and devoured so easily. As he shook his head, refusing to believe it, he noticed something lying beside him: Ben's missing Omnitrix lens.

He watched as the energy leaking from the lens mutated a small crab with Stinkfly eyes and wings.

"Well, well, well. What have we here?" He smiled as he picked up the lens and inspected it.

Then a flash towards appeared in his peripheral vision and one received a violent blow, knocking him out.

XLR8-Hayden then took the Omnitrix lens and placed the Omnitrix symbol back on Stink Arms-Ben's head.

"Keep it on the symbol until you're human again. Hopefully it'll fix itself." Says XLR8-Hayden.

"Tell me Hayden, do you have any idea what did this to Ben?" Max asked, making Ben flinch.

"Who knows, maybe it fell off during the commotion, maybe what he did with the screwdriver weakened it." XLR8-Hayden lied, making his friend sigh with relief. "Now, if you'll excuse me, I have a promise to make to the doctor to keep."

Then, without giving anyone time to stop him, he took Doctor Animo and fled far into the swamp.

"I hope he doesn't go too far..." Max sighed.


A few seconds later, far out in the swamp, XLR8-Hayden pinned Animo against a tree and turned into a Swampfire.

"So it was you and that kid who were the Aliens. I've thought of some wacky hypotheticals, but never this one." Animo laughed.

"Glad to have brightened your day, Doctor." Retorted Swampfire-Hayden. "Now let's move on to your treatment."

"What are you going to do to me? The same thing you did to my frog?" Animo asked.

"No, unfortunately I need you to be alive." Swampfire-Hayden hissed. "It's silly, if you'd found another way to continue your research, you'd surely have received the prize you wanted so badly. But instead..."

Then he used his abilities to tie Animo up against a tree.

"You're about to get acquainted with the local fauna."

"What a joke. You need me alive and you put me at the mercy of the alligators!" Animo shouted.

In response Hayden changed into a StoneSaver and handed the doctor a sharpened crystal.

"This is probably your last chance, Animo." StoneSaver-Hayden warned, before turning into XLR8 and running off, leaving Animo alone, trying to cut the link between his hand and the crystal without dropping it.


That evening, after the festival, Hope and Gwen enjoyed a meal cooked by Hayden. As for Max and Ben... well, they ate a meal closer to the old man's particular tastes.

"I'm delighted Ben has agreed to try my pickled mealworms. Max said, placing on the table a bowl identical to the one he and Hayden had almost eaten at their first summer meal.

"Figured I'd have to try it sometime, Grandpa." Ben said with a forced, enthusiastic smile, before looking at Hayden, who slid his thumb under his coat.

The universal sign for cheh.

"That's not a very nice thing to do." Hope whispered to him.

"I know. Do you like it?" Smiled the young man.

"I love it."

"Hey look!" Gwen said, pointing to the sky.

They all looked up to see a shooting star streak across the sky. Everyone smiled as it passed, except Hayden, whose eyes widened as a memory surfaced in his mind.


A 6-year-old Ren was with his father, who looked like a 40-year-old version of himself with a beard, pointing out the window where a shooting star had just passed.

"You see, my boy, your mother is over there, she just got lost."

"Will Mom ever come back?" Ren asked.

"She'll come back, we'll be together again." Agreed his father before taking him in his arms.


"Hayden... Hayden!" Max said, snapping the teen out of his thoughts. "Are you okay?"

"Uh..." Hayden said, realizing that tears had begun to stream down his face. "Uh... yeah! It's nothing."

Despite his reply, his voice betrayed his sadness. But no one dared go any further, and they resumed their meal in good human spirits. Ben even forced himself to eat the pickled worms, hoping that his disgust would amuse his friend and make him forget what had put him in such a state.