For the first time on this trip Gwen felt as if things were finally going her way. Having stopped in New York the trio were currently in the lobby of a 4 star hotel, with Gwen flipping through the brochure.

"An indoor pool? An all day spa! This place has everything" she sighed blissfully.

Max chuckled "Now don't get used to it, it's only for one night" he playfully warned.

While his cousin was fantasising about the various luxuries, Ben slumped against the desk in boredom. Casting a glance around the lobby he soon spotted something more his style.

Banners, posters and sandwich boards proudly announced they were hosting a preview of the new Sumo Slammers game.

Grinning broadly Ben sprinted towards the doors, only to be stopped dead as a large, bald security guard stepped in his path.

"Pass?" the man glared down at him, as Ben made a show of checking his pockets.

"Must have left it inside. It's fine though, I'm one of the pros testing it out" he attempted to side step the guard only to find himself turned away.

"VIP's only"

Skulking away in defeat, Ben noticed Max giving him a warning look "I know what you're thinking. Do NOT sneak in there"

"Ok I won't!" Ben huffed, crossing his arms as Max and Gwen made their way to the elevators.

As he went to follow a familiar chime caught his ear. Blinking in surprise he looked down to see the Chaquetrix had lit up. "Must have caught it when I unfolded my arms" he thought, preparing to deactivate it again.

He paused however when he noticed the icon for Scream Queen on display, his mind going back to his visit to Aunt Vera's a few weeks prior.

"Enjoy the moment…seize what you want" pushing away his doubts he ducked behind a trolley of suitcases and slammed the dial down.

As the flash faded Ben smiled up at the 'hero', as she spotted him her own eye creased as she smiled back.

"Hey Scream Queen, you up for a little fun?" he asked, gesturing towards the doors.

Eagerly coiling around him, the two easily slipped invisibly past the guard and into the hall. Making their way to the console stand, Ben held out one of the controllers to her.

"Wanna play?

"Oh Ben, I'm always willing to 'play' with you" she replied in a breathy whisper. Her naive partner smiling cheerfully back.

The pair were having a blast, Scream Queen getting surprisingly into it. Her cackling as she tore through their digital enemies was a little intense, but she looked to be having fun so who cared?

Ben did notice that she seemed to lean in a bit closer than usual, her tail coiling a little tighter. Initially confused, he soon came to (what he believed) to be the obvious reason.

"Trying to distract me from the high score? Well two can play at that game" he thought, waiting for her character to go for a jump before nudging into her side with his hip to throw off her timing.

As Ben chuckled at taking the lead, Scream Queen had a very different reaction. Her breath caught as she flushed at Ben (apparently) flirting back. Her runaway thoughts were soon brought to a screeching halt as the Chaquetrix began to time out.

"Aw man, things were just getting good" Ben groaned, missing the 'hero's' hungry look.

"You're telling me" she whispered before vanishing in a flash of red.

Sadly, the flash also caught the attention of the guard outside, who threw open the doors to find a guilty Ben.

Needless to say this didn't go well.

A sheepish Ben, and a furious Max and Gwen, soon found themselves out on the curb.

"And never come back!" the guard snarled, tossing their luggage at their feet. Leaving Ben to chuckle nervously at his family's angry stares.

"I didn't even get to take a shower. The first REAL shower since this trip started! Thanks a lot doofus." Gwen said, shoving past as Ben glumly followed.

After an extremely awkward walk back to the Rust Bucket, Max and Gwen had barely made it inside before their frustration with Ben boiled over.

."Do you have anything to say?" Max asked, Ben averting his eyes from his grandpa's disappointed look. "How can you expect me to trust you when you keep misusing the watch? It's for emergencies only" Max scolded. Ben suddenly scowled back.

"Hey! They're not just awesome superheroes, they're my friends" he argued "They should get to hang out and have fun too. It's not fair to keep them locked away"

"It's also not fair to get booted out of a four star hotel I already paid for!" Max argued back. Ignoring (in Ben's opinion) his very valid point.

"Is he even allowed to cancel our rooms or ban us forever? That feels like an overreaction" Ben asked, earning a surprised look from Gwen.

"Wait, Ben might actually have a point there" she mused.

"Point or not" Max started, giving Gwen an unamused side glance "It doesn't change the fact that you can't do as you're told"

"This is 'our' vacation too, you know?" Ben yelled back, catching them both off guard "You keep treating them (gesturing to the watch) like they're trouble, and try to stop us from having any fun"

"They're idea of 'fun' is the problem" Gwen sniped, with Max nodding in solidarity.

"I'm trying to look out for you. You shouldn't play around with that thing" Max replied.

"Scream Queens said they're 'always' happy to play with me" Ben countered, missing their reactions as he looked away in anger.

That statement appeared to stall Max and Gwen's brains, each attempting to wipe that unpleasant image from their mind.

"I'm going back to the hotel to see if I can get at least some money back" Max finally said numbly "I'll be back in a few minutes"

"Don't hurry" Ben huffed,unaware of the mental distress he'd just caused. Once Max was gone, Ben hopped out of his seat.

"I'm going to need serious therapy when this trip is over" Gwen shuddered, almost missing Ben heading for the door "Where are you going?"

"Out, obviously" Ben snarked, slipping out the door.

"Get back here! Ben!" Gwen futility called after him. Watching him stalk off, she let out a frustrated scream before reluctantly following.

Ben's wandering eventually brought him to a scruffy looking arcade, following a short distance behind him Gwen rolling her eyes at the name. "Total Zone? And I thought Ben sucked at names" she thought, attempting to track down her idiot cousin.

When she caught up with him, Ben was attempting to play a baseball simulator.

Attempting being the key word.

No sooner had the game started did it slap him with a 'game over' after the first pitch.

"Hey! I just started playing" he complained to a passing employee "This thing just ate my tokens"

"The sign says play at your own risk kid" the employee sneered, walking off with a chuckle.

"This place is a ripoff, you know that?" Ben yelled after him, tossing the bat controls to the side.

"You're right." a voice said from behind them.

As they turned they spotted a girl, maybe a year older than them, dressed in a black shirt with the sleeves torn off, and brown cargo shorts. She had ragged, shoulder length black hair that highlighted her pale skin.

"The games here stink" she continued, Idly playing with her padlock necklace.

Yeah but not as bad as his breath" Ben joked, gesturing in the direction of the employee "Total sewer mouth"

The girl barked out a laugh "You're funny. Here, you owe me one" she said, as she placed a hand on a nearby game. With a spark from her hand the machine started to spew out a small fortune in game tokens.

"You have superpowers?" Ben asked, gawking at the pile of tokens at his feet.

"Superpowers? That your nice way of saying freak?" the girl asked, looking faintly amused at Ben's reaction.

"What do you mean freak? That's awesome" Ben replied, smiling earnestly at her.

The girl blinked in surprise before laughing in disbelief "You really are a funny guy. But I don't hate the ego boost"

Seeing Ben start to geek out, and the girl revelling in the praise, Gwen felt a cold chill go down her spine.

"Oh god it's happening again. (sigh) At least this one's age appropriate" she reluctantly thought to herself.

"Oh hey I almost forgot I'm Ben" he said, holding out a hand "And the dweeb back there is Gwen"

"Bevin" the girl replied, taking notice of Gwen's distraught face "What's up with her?"

Glancing back, Ben shrugged it off "Meh. She gets like that sometimes. Anyway, you wanna play air hockey?" he offered.

Unbeknownst to him a pair of thuggish looking teens appeared at the top of the aisle, Bevin's eyes widened in fear.

"Nah, I gotta bail" she replied, offering a half wave before quickly heading in the opposite direction.

Disappointed at her sudden departure, Ben soon noticed Gwen giving him a flat look. "What?"

"Nothing, just realising you clearly have a type" she replied, much to his confusion.

Before he could ask what she meant, they were both pushed aside by the pair of teens Bevin had spotted. As they steadied themselves they watched as the teens moved to cut off Bevin's escape as two more thugs stepped out in front of her.

"Long time no see freak. Where you going? Home to recharge your batteries?" a mohawked teen asked mockingly.

Frowning at the scene Ben stepped forward, ignoring Gwen's panicked whispers "Need some help?"

The four thugs turned to face him and quickly began to laugh "She's gonna need more help than you shrimp" a bulky teen with a shaved head sneered before backhanding him hard enough to knock him off his feet "Now beat it!"

As Gwen helped him up, she attempted to lead him away as Ben held a hand to his face. Reaching the top of the aisle he shook off Gwen's grip before ducking behind an arcade cabinet for cover.

Activating the watch, he spared one more glance at the thugs as they cornered Bevin "You want more? You got it"

The constant flashing lights hid the Chaquetrix's activation perfectly. "Small mercies" Gwen thought as XLR8 stood taking in the lights and sounds around her.

"Whoa, this place looks fun. Are these the 'video games' Scream Queen was on about?" she asked cheerfully. Her good mood faded when she caught a glimpse of the red mark on Ben's face.

"What happened?!" she asked, pulling him close as she fretted over his (minor) injury "Don't worry, I'll fix this"

"How, you gonna kiss it better?" Gwen snarked before immediately regretting it.

XLR8's eyes seemed to shine in excitement "That's a thing?"

"Wait no, it's just an expression!" Gwen cut in, waving her hands frantically "It doesn't work"

"Maybe not when humans do it" the 'hero' replied, staring intently at her 'partner'.

"We'll figure that out later" Ben cut in distractedly, much to Gwen's distress and XLR8's delight ("That wasn't a no~" she hummed) "Right now we need to deal with those guys" he explained.

Following his gaze, XLR8 glared at the thugs as the situation clicked in her mind "You're right. We can't let this injustice stand" she said in utter seriousness, visor sliding into place before zipping off to confront them.

"Jumping straight in to save Bevin without even knowing her" Ben commented "And grandpa says they're a bad influence"

"Oh sure, totally focused on the girl she doesn't know" Gwen agreed sarcastically.

-A few seconds earlier-

Bevin cursed as she found herself surrounded, still she wouldn't give these creeps the satisfaction of seeing her scared.

"What's wrong? You guys didn't like the makeover I gave your little hideout?" she asked, putting as much confidence as she could fake into her tone "I just thought it could use a woman's touch"

"Funny, freak!" the bald teen snarled "Now how about we 'pay' you back for it. You can't take us all on by yourself"

"She won't have to"

The thugs turned to deal with this latest interruption, and were floored by what they saw. Their eyes eagerly tracing over XLR8's body, with one even whistling in appreciation.

"Hello~" the mohawked teen leered "What's a babe like you doing dressed like that?"

"I'm not complaining" the bald teen chuckled, drawing a disgusted grunt from the 'hero'.

"Dream on you perverts" she snapped "I'm spoken for"

"Oh yeah? So who is he?"

The thugs soon noticed Ben and Gwen watching from the top of the aisle. It took a few moments for it to click, but when it did they suddenly burst out laughing.

"Seriously? That runt?" the bald one mocked "If that's what you're into, I guess you're an even bigger freak than her" he gestured to the very confused Bevin.

"...I'm going to enjoy this way more than I should" XLR8 said, vanishing from sight in a burst of speed.

What followed wouldn't have been out of place in a horror movie, as the thugs seemed to vanish one after the other only to reappear in an unconscious heap behind Ben.

As Bevin stared slack jawed at the display, she became aware of the crowd that was forming around them. The panicked screams of the thugs had drawn the attention of the other customers nearby, shocked whispers ripping through the crowd.

"Holy-Did you see that?" "What's with the costume?" "Damn, do you see those legs?" "I'd let her step on me…" "Those thighs could crush me~"

As the crowd continued to swell (and get more…excited) XLR8 decided now was the perfect time to leave. Quickly moving to pick up Ben and Gwen, she cleared the crowd with a running leap before bolting out the doors and into a nearby alley.

As Gwen valiantly fought to keep her breakfast down, Ben was already excitedly chattering about the 'fight'.

"Oh man, those guys didn't know who they were messing with. That was so cool" he grinned before wincing, his hand covering the light bruise forming.

"Heh heh, I aim to 'please'~" the 'hero' replied "Now...about that ki-" the sound of the watch timing out echoed through the alley "Nonono not yet! This is so unfa-"

Gwen heaved a sigh of relief as the alien vanished in a bright flash, while Ben hmm'd thoughtfully.

"Hey do you think there really are aliens with healing kisses, or spit or something?" he asked, half amused half grossed out at the idea.

"Nope, not going there" Gwen said, pulling him along "Where we ARE going is straight back to the Rust Bucket, hopefully grandpa isn't back yet"

Her attempts to slip away immediately failed as they literally ran into Bevin as she went to cut through the alley.

"Hey it's you!" she said, ignoring Gwen to focus on Ben "That speed chick, she's with you?"

"Her names XLR8" Ben replied, ignoring Gwen's warning look "And yeah, we're pretty tight"

"I got that impression yeah" Bevin replied jokingly, an idea forming in her head "Hey, you want a tour of New York?" she asked, smirking at how Ben's face lit up.

Gwen however, attempted to keep walking "Sorry but we need to go" before quietly adding "Ben, seriously I've got a bad feeling about her"

Ben pulled his arm free "Then get going" he sniped back "You're a bigger killjoy than grandpa"

"Ugh, you stubborn….Fine! You're on your own" Gwen snapped, having reached the end of her patience.

"Good, that's the way I want it!" he yelled back as she stormed off, unaware of Bevin's satisfied grin.

With Gwen gone, Ben and Bevin made their way through the streets of New York. As they walked Ben decided to get to know his new 'friend' better.

"So how'd you get your superpowers anyway?" he asked, taking in the sights as he followed her lead.

"You were serious about that 'superpower' stuff? Heh cute" she chuckled "I was born with 'em, I'm basically an energy sponge. Batteries, motors, air conditions, whatever! I soak it up and dish it out when I need to…or want to" she smirked.

"That is so cool!" Ben cheered, making Bevin's grin grow.

"I think he's actually starting to grow on me" she thought in surprise, enjoying being praised for once. Making a decision she gestured for him to follow "Hey come on, I'll show you where I live"

Bevin led Ben to an abandoned subway station, the area was full of , games consoles and even an ATM. Most would call it a dump, Ben thought it was awesome.

"You live here?" he asked, taking in the collection of tattered Sumo Slammer posters on the wall.

"Yup, got the place all to myself" she bragged, flopping down on an old couch.

"What about your family?"

"Long gone, they weren't thrilled about having a 'freak' for a daughter" she replied, frowning as she once more played with her necklace.

"Sound like jerks" Ben commented, unable to understand why anyone wouldn't think having superpowers wouldn't be cool.

"Heh yeah. But it's cool, now I don't have to answer to anyone but me" she said, smirking confidently.

"Now that sounds good" Ben hummed, "Hey, why were those guys after you at the arcade anyway?" he asked, causing Bevin to flush slightly in embarrassment.

"Eh-heh, I 'might' have trashed their little hideout under the 39th street bridge" she admitted, before shifting the subject "But what about you? Sounded like you're having some problems with your grandpa"

"Ugh, yeah. He totally overreacted, all I did was sneak in to play the new Sumo Slammers game" he scoffed, making Bevin sit up in interest.

"The one that won't be out till Christmas?" she asked, a plan forming in her head.

"Yeah, why?"

-Later that Evening-

Ben followed Bevin as she led him towards a warehouse, taking cover behind a column she smirked back at him.

"I got a tip that a new shipment just came in, come on" jogging over to the door, she pressed her palm to the keypad and shorted it out "Help me kick in the door!"

Hesitant but unwilling to abandon his new friend, Ben rushed over and the two kicked the door as hard as they could. The door came off its hinges, as they watched in surprise.

"Either I'm stronger than I thought, or this place was built super cheap" Ben thought, as they stepped inside. Unaware of the silent alarm that had been triggered.

Bevin flicked a switch near the door, turning on the lights and revealing hundreds of crates marked 'Sumo Slammers'. As Ben whistled at the sight Bevin forced one of the crates open, before pulling out a copy of the game and tossing it to Ben.

"Christmas came early this year" she joked, as Ben stared at the game. His selfish desire for the game warring with his more heroic side.

As Bevin went to grab a copy for herself, several smoke grenades punched through the windows. As the two kids jumped back they heard the sound of multiple helicopters flying overhead, with the sound of police sirens soon joining in.

"Damn it, let's get out of here!" Bevin yelled, abandoning the game as she and Ben sprinted for the door. The pair skidded to a halt as one of the choppers aimed a spotlight in their direction.

Doubling back, Bevin made a quick detour to grab onto a power switch, eyes flashing blue as power surged through her. Ben meanwhile went to open the back door, but was again stopped as a pair of armed officers in SWAT gear kicked the door open.

"What is with this city and people overreacting over a video game?" Ben thought, backing away as the officers held their weapons ready.

The sound of a motor revving caught their attention, as the trio turned to see Bevin driving a forklift in their direction. Instead of moving out of the way, the officers opened fire, forcing Bevin to bail out. The bullets did nothing to actually stop the vehicle though, and the officers were knocked back into a stack of crates.

Their pained groans let Ben know they were still alive, although he couldn't say he felt too bad for them right now. Attempting to make their escape through the loading dock they found their escape blocked off by two police cruisers and one of the choppers.

"Oh come on!" Ben yelled, ducking back inside and taking cover behind one of the crates.

"Any Ideas?" Bevin asked, peeking out of cover to see four more SWAT officers moving towards them.

"Just one" Ben replied, activating the Chaquetrix.

"Why are you playing with your watch?" Bevin asked, her confusion shifting to shock as Stingwing appeared in a flash of purple.

"Ben! I'm glad to see yo-Who's that?" the 'hero' asked, her tone shifting to suspicion as she spotted the girl standing behind him.

"No time for introduction, we need to get out of here" Ben replied, climbing up onto her back as he motions for her to pick up Bevin.

As she got closer, Bevin wrinkled her nose "Dude, what is that smell?"

"She smells fine to me" Ben shrugged, soothing Stingwing's annoyance at Bevin's comment.

Outside, eight officers had now gathered, weapons raised as they prepared to move in. Before they could they were scattered like bowling pins as Stingwing flew out, the officers having trouble processing what they had seen.

With the suspects now airborne, the pursuit was left to the pair of choppers.

"Chopper one this is dispatch, do you have eyes on the target?" a voice came over the radio.

"Uh..affirmative dispatch" the pilot answered back hesitantly "Target is a…uh…sexy bug lady"

"...Please repeat chopper one, I think I did not copy" dispatch asked in disbelief.

"No, no. It's…it's definitely a sexy bug lady" the pilot confirmed awkwardly.

"Very well keep your eyes on them, we'll scramble additional units"

"Oh that won't be a problem" the pilot muttered.

"Repeat that chopper one, I did not copy" the dispatcher asked threateningly.

"Nothing! Over and out" the pilot gulped, quickly ending the call.

Meanwhile Stingwing was doing her best to avoid the incoming fire, Ben crying out in panic while Bevin (rather concerningly) laughed. Realising that staying out in the open would be suicide, Ben urged her to head into the city.

The choppers refused to give up so easily, but thankfully were forced to cease fire to avoid hitting any civilians as Stingwing weaved through traffic. As she made a pass over one street, Ben thought spotted a familiar R.V, but soon shrugged it off as they found themselves in Times Square. As Stingwing hovered in to try and catch her breath, Bevin noticed the large screen behind them.

"Hey smile guys, we're on camera" she laughed, flashing a peace sign.

Ben however attempted to keep his face hidden "Oh man, if mom sees this I'm dead" he groaned.

As Stingwing was forced to avoid more bullets, the shots punching through the screen, she growled as she took off once more into the city. As they continued their escape, Ben knew their time was running out.

Spotting a tunnel up ahead Ben ordered her to head towards it, the trio barely making it inside and onto a transporter truck as the watch began to chime.

"(huff) Not quite what I imagined when I thought about working up a sweat with you" Stingwing panted, letting them down to hide in one of the stored cars.

Bevin's head snapping in her direction "Did she just..?" she started to ask before Ben patted the 'hero' on the shoulder.

"I'm sorry you had to push yourself like that" Ben apologised guiltily to an exhausted Stingwing "I'll make it up to you later, I promise"

"Oh? I'll look forward to that~" she chirped happily before vanishing in a flash of red, Bevin giving Ben an odd look as she did so.

Staying low to avoid being spotted by the choppers as they exited the tunnel, the pair waited for the truck to stop before climbing down and making a break for a nearby alley.

Catching their breath Bevin gave Ben an unreadable look.

"That watch, it summoned that bug lady ("Stingwing" Ben chimed in) right. And I'm guessing it also lets you call (what'd you call her?) XLR8 back at the arcade too right?" Bevin asked.

"Not just them" Ben boasted, holding up the watch "This lets me call TEN heroes"

"Ten? And they're all girls?" Bevin asked, making Ben tilt his head "Uh yeah. Why'd you ask?"

Bevin shook her head and chuckled "Man, the amount of people who'd kill to be in your shoes"

"Yeah they're awesome" Ben agreed obviously, "But you're pretty cool yourself"

"Geeze sounds like you have a power fetish" she joked, earning a confused "Huh?" from Ben.

"Don't worry about it. Now how about you show me some more of these guys?"

"Can't right now, it needs to recharge" Ben grumbled, showing off the red faceplate.

"Maybe I can get it to work, pass it here" Bevin said, moving to grab it. Ben pulled his arm away.

"Sorry, it's kinda stuck on there" he shrugged, twisting the watch to prove it.

Bevin mulled this over, before smirking back up at him "Hey, we make a pretty good team right? Between my powers and that watch of yours we can do whatever we want" she said, holding out her hand to shake "What do you say, friends?"

After a moment of hesitation, Ben returned the gesture "Yeah, friends"

"Hey so the games were a bust, but I got something even better in mind" she began, leading him deeper into the city.

Making their way into an empty subway station, Bevin got Ben to give her a boost up, draining a nearby light before hopping down onto the tracks.

As Ben followed, he watched as she used her powers to activate a track switch, connecting two lines.

"What's the plan here?" he asked, a bad feeling forming in his gut.

"There's a money train loaded with cash that passes through here. When it crashes into the oncoming passenger train…BOOM! Instant jackpot. Then you call up XLR8 and we're outta here a few thousand bucks richer" she explained, Ben staring back horrified.

"But that'll kill hundreds of innocent people?" he shot back.

"So? You were okay with breaking into that warehouse earlier. Why start caring about stuff like that now?" Bevin replied dismissively "Now get ready to dial up our ride outta here"

"No"

Bevin blinked "What was that?"

Ben glared back "I said no. Gwen was right about you (ugh that felt wrong to say)"

Bevin scowled as electricity began to spark along her arms "We shook on it. We're partners!"

"I already have partners, now switch those tracks back before we make you" he threatened, slamming the dial down on the watch.

Bevin tensed as the flash faded, revealing the burning beauty Heart's Fire. "What, you think I'm scared of an overgrown matchstick with a pair of lava lamps on her chest?" she snarled back.

"What'd you say you flat chested brat" Heart's Fire said, her flames shooting up threateningly.

"Heart's Fire she's going to crash the trains! I'll get the switch, you stop her" Ben ordered.

Smirking, Bevin grabbed hold of the switch once more, drawing so much energy that the lights around the station exploded, leaving the 'hero' as the only source of light. Pulling Ben closer (purely for his own safety of course), as she held up a flaming hand to illuminate the tracks. Bevin was nowhere to be seen.

"Where'd she go?" Ben wondered, before being shoved aside as Bevin jumped up onto Heart's Fire's back.

"Hey watch the hands!" she yelled, trying to shake the smaller girl off.

Bevin soon began to spark, as energy seemed to drain from the alien and into her. With a pained cry she was flung backwards, Ben hesitantly moving to check on her.

As he got closer, Bevin shot back to her feet, Ben letting out a shock gasp at her appearance.

Her head, and right arm/chest now resembled Heart's Fire, a wicked grin on her face.

"Did you forget? I absorb energy, and to be honest I think I wear this better" she taunted, blasting Heart's Fire with a stream of flames. The hit did no damage but the force did stagger her.

"Stealing my looks? Oh it's on now" Heart's Fire snapped, charging the young villainess.

As they two (literally) traded fire, Ben struggled to shift the switch "Come…on" he grunted, straining against the almost dead device.

The rumbling of the tracks and steadily growing glow of train lights caught all their attention "Ok new plan, Heart's Fire blast it!"

Throwing Bevin back, Heart's Fire turned her attention to the track switch and melting it to slag. Luckily the gamble paid off as the tracks switched back to their original route.

They had no time to celebrate however as Bevin unleashed a large burst of flames into the 'hero's' back, slamming her against the tunnel wall and knocking the wind out of her.

As she attempted to attack again, she found her path blocked by Ben.

"That's enough! The trains are safe, it's over" he said, flinching as Bevin shifted her aim to him.

"Then I'll take what I'm owed out of your….GAH! Wh-what…?" Bevin staggered, clutching her head in agony. "...Protect the mas-GAH! Forget this, I've got other fish to fry" with one final scream she fired a burst of flames at the ground, distracting the two heroes as she made her escape.

"What was that about?" Ben thought, moving to check on Heart's Fire "You okay?"

"Ow, brat did a number on my back" she hissed, before a sly look took over "Maybe you could…kiss is better~?" she suggested hopefully.

Ben snorted "Man Gwen got XLR8 good with that one. It doesn't actually work" he replied.

"Are we sure? I'm willing to test it ou-" as if on cue the watch began to chime "You are killing me with this" she whined, leaving Ben alone in a flash of red.

"I've said it before and I'll say it again" Ben thought to himself "Girls are weird"

Making his way back out of the station he was surprised to see the Rust Bucket pulling up, Gwen leaning out the passenger window "Grandpa? Gwen? How'd you know where to find me?"

"We heard reports of fires breaking out near the tracks, and figured we'd find you somewhere nearby" Gwen explained, only half joking.

From behind her Max gave Ben a stern look, causing him to gulp "Oh this won't be fun"

Inside the R.V, Ben explained the situation to them both, looking away guilty as Max gave him a disappointed look.

"If you had just listened to me earlier, none of this would have happened" he scolded "You need to trust my judgement"

"I'm sorry grandpa, but right now you need to trust me. Bevin is out there abusing Heart's Fire's power right now" he replied.

"Ben's right (ugh that felt wrong to say) Who knows how much damage she could do" Gwen agreed.

Taking a deep breath, Max relented "Ok…so where could she have gone?"

Thinking back to their previous interactions, and her parting words, Ben looked up grimly "I think I know, we need to get to the 39th street bridge"

With their destination set Max took the wheel, pulled out onto the street…and was immediately caught in a traffic jam "Are you kidding me?!"

"Sorry Stingwing, gonna need your help again" Ben said, activating the watch.

A flash of purple filled the R.V, but it wasn't Stingwing who was called. Gwen and Max blinked as Armizon appeared, her large frame forced to hunch up in the small space.

"Wait, where'd Ben go?" Gwen asked, before a pained groan reached them.

Looking down she facepalmed as she spotted Ben, pinned face down underneath one of Armizon's legs, unable to move out the way in time "Of course" she sighed.

"Sorry short king" the 'hero' apologised sheepishly, Max turning to Gwen in disbelief "Please tell me she hasn't been calling him that the whole time"

Shifting as best as she could, Ben managed to roll out from under her "I think I broke something" he groaned.

Seeing Armizon about to open her mouth, Gwen cut in "Don't! Don't even think about it" she warned as the 'hero' pouted.

While Ben recovered enough to stand, they quickly explained the situation to the 'hero'. After squeezing out of the door with great difficulty ("Push them in…no Ben don't you do it!" Max yelled), Amazon paused long enough to pull Ben up onto her back before using her muscular legs to leapfrog over the traffic.

Thankfully it didn't take long to reach the bridge, because upon arrival the pair was greeted by a pillar of smoke. Hurrying inside the ramshackle hideout, they saw Bevin standing threateningly over the four thugs from earlier.

Luckily for them her fiery form began to fade, returning her to normal.

"What's going on?" she growled, turning as Armizon landed with a 'thump' behind her.

"Your power's gone" Ben said, dropping down to be eye level with his 'friend'.

Bevin's glare soon shifted into a smirk as she focused on Armizon "Well looks like you brought me a recharge"

"No way!" Ben yelled back, as Armizon shifted into a fighting pose.

"Have it your way" Bevin shrugged aiming a sparking hand at the trapped teens "I've still got enough juice left to fry these guys"

Launching herself forward Armizon grabbed her by the arm, forcing her aim away and letting the shock strike the bridge harmlessly.

Unfortunately this had been exactly what Bevin wanted, reaching up to grab the hand holding her she laughed as Armizon's energy flowed into her. Her form rapidly began to shift, her skin turned a dark red as an oversized arm grew out of her back, striking the 'hero' in the jaw and sending her flying back.

As Armizon sailed overhead, Ben watched in horror as Bevin continued to mutate. Her final form now had six arms (four 'normal' and two giant), the left side of her face now had yellow eyes like Armizon. She had also grown taller, now standing maybe a foot shorter than the 'hero'. Her figure had also had…other changes.

"Well the muscles I was expecting, but the rest?" she hummed, taking in her new form. Looking back at her 'friend' she noted his stunned expression "What's up Ben? See something you like~"

Her human eye shrank in shock "Wh-where did that come from?" she thought in embarrassment. Her little crisis distracted her long enough for Armizon to recover and charge back into the fray.

Trying to push those thoughts away, Bevin struggled to effectively fight back against her opponent "What's happening to me? What did you do to my head?!" she yelled, grabbing the larger woman in a headlock.

"I don't know what you're talking about brat" Armizon grunted, attempting to break free.

During the fight, the Rust Bucket had arrived, with Max and Gwen moving to help Ben free the teens "Moving day, now go!" Max said.

"Can't we stay and watch?" the bald teen asked, the trio following his gaze to the two muscular women grappling for supremacy.

"You're the wrong age for both of them" Max deadpanned "Now get!" he ordered, the teens scurrying away.

Ben breathed a sigh of relief until a certain chime began to ring out. Back with the fight Armizon's eyes widened as her band also began to chime. Remembering what happened with Stingwing, Bevin began to smirk.

"Leaving so soon? Don't worry, I'll take good 'care' of Ben" she taunted, before flinching once more "A-again? What is wrong with-"

Enraged at her suggestion, Armizon summoned up all her strength, breaking free of her hold and delivering a brutal series of punches.

"KEEP, YOUR. HANDS. OFF. OF. MY. SHORT. KING!" with one last punch, Bevin was sent flying back through the bridge's support beams.

As Armizon timed out, the Tennysons cautiously approached the dazed Bevin. Spotting them she weakly held up her hands in surrender.

"I-I give! I give up. I let the power go to my head, I'm sorry" she pleaded. Max and Gwen shared disbelieving looks while Ben stepped forward.

"We can still be partners" he began, missing Max and Gwen flinched at the choice of words "Come with us and you could use your powers to help people, instead of hurting them"

Holding out his left hand, Bevin seemingly went to take it….before grabbing the Chaquetrix. Lifting Ben off the ground, Bevin sneered

"I don't know what went wrong taking energy from those freaky bimbos of yours ("Hey!" Ben snapped), so I'm just gonna take it straight from the source!" she yelled, energy beginning to flow into her.

"Wait Bevin don't!" Gwen called out, Max shaking his head frantically.

With a blinding flash and burst of energy, everyone was thrown back. As our heroes picked themselves up they spotted Bevin, once again returned to normal, on the other side of the hideout.

Shakily getting to her feet, she flexed her hands experimentally, only for nothing to happen.

"Nooo!" she screamed, turning tail and fleeing into the ruins of the underpass.

Ben made to follow, but was stopped by Max "If what you've said is true she knows this city better than any of us, we'll not catch her" he said sadly.

Sighing Ben reluctantly turned away, following his family back to the R.V. "So what do we do now?"

"Well it turns out you DID have a pint earlier" Max began "The guard didn't have the authority to cancel my rooms or ban us. So to apologise, they're agreed to give us another room tomorrow..or uh today I guess"

While happily surprised at the news, Ben still had one last thing to do.

"I'm sorry grandpa, I should have listened to you"

"You're my grandson Ben. Nothing will ever change that, but my trust is something you'll need to earn back" Max solemnly replied.

"Do you think Bevin will be okay?" Ben asked quietly "I don't know, hopefully without her powers she'll learn to be better" Max admitted as they headed back to the hotel.

-Meanwhile-

In one of the many subway tunnels, Bevin leaned against a wall attempting to catch her breath.

"Stop it…(find him). I said st-(he's mine!)...Yeah..he's..ours (they don't deserve him) No, no they don't." her gaze shifted into a manic grin "Enjoy yourself while you can 'fakes' (unworthy), 'cause once I get this under control" a brilliant flame flared up from her hand "I'll finally get what I deserve (my master)"

And in the darkness of the tunnel, Bevin began to laugh unaware that one of her eyes had taken on a purple glow…

-Canon Omake-

Gwen sighed happily as she made her way to the spa, Max walking her to the door.

"Finally, no more aliens, crazy teens or Ben. Just a nice relaxing...WHY?!"

As the door opened, the pair stared in shock as the spa staff nervously/awkwardly worked to massage Armizon...and XLR8?

"Whu-wha..What is happening?" Gwen asked weakly.

"Oh hey grandpa, Gwen" Ben called out.

Turning they spotted Ben casually lying out on a bench nearby.

"Ben...how...why?" Max stuttered, valiantly trying no to stare as the towel clad 'heroes'.

"How are they BOTH out? Well whatever Bevin did messed with the watch, I think it's glitched or soemthing, but now it lets me call out two heroes at once. How cool is that?" he explained excitedly.

"Two...two of them" Gwen muttered in horror, with Max not fairing any better.

"But what about what we talked about? Not messing witht he watch?" Max tried to ask.

"I'm not" Ben shot back "You were right, yesterday wouldn't have happened if I didn't abuse the watch. So now I'm making it up to them"

"What?" they both asked flatly.

"Yeah, I was a 'little' selfish yesterday. So even though this spa thing is totally lame, I figured they would enjoy it. I mean Gwen does and she's a girl..kind of" he joked.

"Hey short king, we've still got some time left. You want to join us in the sauna?" Armizon called out.

"Yeah coach, you deserve to unwind too!" XLR8 agreed, the spa staff sharing worried looks.

"Should we call someone?" they whispered helpelssly, casting concerned looks in Ben's direction.

As the 'heroes' stood up from the massage tables, or three in Armizon's case, everyone (bar a distacted Ben) blushed at the sight of the two alien beauties covered (barely) in towels.

The sound of something hitting the floor behind themcause Ben and Gwen to turn away, finding Max flat on his back with a delrious look on his face and a trial of blood coming from his nose.

"Grandpa, what happend?!" Ben fretted, while Gwen sank to the floor in despair.

"One day. Can't I have even one day" she wept comically, while the insanity continued on around her.