Permanent Retirement

We join our heroes out at an ice cream parlor. Ben, Gwen, Zach, and Arsen are inside getting ice cream while Max was outside using an ATM machine. Just then, a red pickup truck pulls up and a big man comes out of it and gets behind Max.

"Outta the way, 'Grandpa'. I got a major withdrawal to make!"

He then shoves Max to the ground where he meets a buck toothed man who grins evily at him. Meanwhile inside the parlor, Ben, Zach, and Gwen were deciding on which ice cream flavor to get. Arsen had to hide in Zach's pocket to avoid being seen.

"What do you have that's non-fat with less than 3% sugar?" Gwen asked the man behind the counter

"Napkins" he answered before turning to Zach "What kind of ice cream do you want, kid?"

"Hmmm. I'll take raspberry" Zach answered

"What about you?" the worker asked Ben

Ben was about to make his choice when he turns to see the man walking to the ATM with a hook

"I'm about to go "rocky road"! " Ben replied before rushing out and activating his Omnitrix

"Should I help him?" Zach whispered

"I think young Benjamin can handle this by himself" Arsen replied as he peaks out of Zach's pocket

The big man attached the hook to the ATM machine.

"Hit it!" he said to his accomplice

The buck toothed guy attempts to hit the gas, but nothing happened. Then the steering wheel melt and the car's dashboard forms into a black and green techno organic alien.

"Your cash request has been denied!" the alien said in Ben's voice

Merging with the truck, Ben throws the man out and then unmerges with the vehicle. Seeing him, the large man swings the hook and throws it at him. The hook wraps around Ben's arm, but he grabs the chain and pulls it sending the man flying and causing him to hit a pole. The man tries to get up, but Max puts a foot on his chest to prevent him from doing so

"Where do you think you're going?" he asked "Good work, Ben"

"Oh yeah! I'm ready for anything! Bring it on!" Ben said

Gwen, Zach, and Arsen came out. Zach looks at Ben's new alien form

"What alien is that?" he asked

"That's a Galvanic Mechamorph" Arsen answered "They are native to Galvan B, which just so happens to be Galvan Prime's moon"

"Really?" Zach asked in surprise

"Yes. You see. The Mechamorph species was accidentally created when my Master and some Galvan scientists attempted to make Galvan B habitable. These techno organic beings have the ability to merge with any type of technology and enhance them" Arsen explained

"Like an upgrade" Zach said "Fascinating"

"What's next?" Ben asked

"We're headin' off to see your Aunt Vera for the weekend!" Max replied

"Ugh, boring old Aunt Vera?! Nooooo!" Ben yelled in distraught

Zach couldn't help but face palm at his friend's behavior

'Dramatic much' he thought

The light blue anodite saw this from atop the ice cream parlor's roof.


The Rust Bucket was driving down a barren desert

"When Aunt Vera said she wanted to 'move away from it all', she really meant it!" Gwen said

"Aw man, this summer was supposed to be about F-U-N, not hanging out in some old lady's place." Ben complained

"I like Aunt Vera" Gwen said

"Duh! That's because you act like you're a hundred years old!" Ben said

"Oh come on, Ben. She can't be that bad" Zach said

"Easy for you to say. You don't have any relatives that live here" Ben shot back

"That's because they live very far from here" Zach replied

"And besides, Benjamin. Ever heard the term: respect your elders?" Arsen pointed out

Ben groaned while putting his head on the table. A few minutes later, the Rust Bucket arrived at the retirement village. The light blue anodite, who was on top of the Rust Bucket, looked at the scenery.

"Wow. This place looks pretty nice" she said

"This is gonna be soooo boring! Their idea of excitement in this place is probably watching the grass grow." Ben stated

On a roof, an old man was trying to reach a satellite, but he begins to slip. But the man did a flip and lands on the ground. Ben saw this from the window.

"Woah! Did you see that?!" Ben yelled

"See what?" Zach asked

"I just saw an old guy flip off a roof" Ben said

"Impossible. A guy that old can't do that" Zach denied

"I concur. Though my master can do a flip even at an old age, but not that much" Arsen said

Gwen looks outside only to see old people

"See what? The heat must be frying that pea-sized brain of yours." Gwen said

Ben frowned as she said that


The Rust Bucket then parked in front of Vera's house. Ben and Zach came outside and shielded their eyes from the sun

"Seriously, why do old people have to live where its soooo hot! " Ben said

"I knew I should've brought some shades" Zach added

Gwen snuck up behind them and squirts them in the back with a water gun

"Hey!" Ben yelled

"Yow!" Zach yelled

Gwen laughs and runs off. The light blue Anodite, who was invisible while sitting on the Rust Bucket's roof, giggled as she saw this. Ben and Zach then looked to to see an old man glaring at them. He hissed at them, cracks his neck, and shuts the blinds. The two boys looked at each other.

"Huh, they really make you feel welcome here..." Ben said

"I'll say" Zach added

"Just watch your cheeks, Vera's a pincher!" Max warned

"Duly noted" Zach said nervously

Then an elderly woman came out of the house. This is Vera Tennyson

"Max!"

"Vera!" Max yelled

They both gave each other a hug.

"I can't believe you're finally here! And look at you two, so - grown - up!"

Vera hugged Gwen and pinched her cheeks

"Oww!" she yelled in pain

Vera hugged Ben and pinched his cheeks as well

"Oww!" he yelled in pain

Vera then noticed Zach

"Oh. And who's this?" she asked

"That's Zach Chase. He's travelling with us" Max explained

"Nice to meet you, ma'am" greeted Zach

"Pleasure's all mine" Vera said before hugging him and pinched his cheeks

"Ow!" Zach said as he rubbed his cheek

The light blue anodite laughed quietly as she saw that

"Come on in. I can't wait to chew the fat with all of you" Vera said as she lead them inside her house

The light blue anodite secretly followed them inside. While inside, the gang all took a look at the interior. Ben then sniffed the air

"Ugh, why do old people's houses always smell like somebody's cooking socks or something?" he asked


The gang and Vera were sitting at a kitchen table. The food that was served to them was a gelatin mold with brown and white bits inside it.

"Ooh, Vera, this is delicious! Now, what are these brown chunks in the mold?" Max asked

"Pork chops, and the white parts are cauliflower! " Vera replied

This caused Ben, Gwen, and Zach exchange looks of disgust

'I think just lost my appetite' thought Zach

"So, Ben, what have you been doing so far this summer?" Vera asked her nephew

"Dealing with alien life forms." Ben replied

"Ohoho, you!" Vera laughed

Gwen then noticed some taxidermied birds of different species on a shelf. She gets up and takes a look at it

"Aunt Vera, is that a stuffed Red-Billed North American Chickadee?" she asked

"How perceptive, Gwen!" Vera said as she joined her niece "And did you know the song of the Red-Billed North American Chickadee is actually-"

"a call indicating alarm or excitement! Brrrrrr!" they both said

While they're distracted, Ben puts his slice of gelation onto Gwen's plate

"I am totally stuffed" he said

"Can I have it?" Arsen asked Zach from his pocket

Nodding his head, Zach takes his plate of gelatin and placed it under the table. Arsen then gets out of his pocket and goes under the table

"Mmm Mmmm. That was so good" Zach said while rubbing his tummy to make it look like he ate it

Under the table, Arsen takes a bite out of the gelatin.

"Not bad" the Galvan said before he begins to eat the rest of the gelation

The invisible light blue anodite, curious about the gelatin, takes Gwen's plate of gelatin and goes into another room. Zach notices this

"Huh?" he puzzled

"Ben, would you like some candy? " Vera asked as she holds out a bowl of brown pieces to her nephew

"Now we're talking! " Ben said as he takes a piece and puts it in his mouth. But he then spits it out "UGH! Coffee? As a candy?! Is this some kind of joke? I need to use the bathroom!"

He gets up and raced into the bathroom.

"It's 'Attack of the Old People'! I gotta get out of here" Ben said

Getting an idea, Ben activates the Omnitrix. After scrolling through the list of aliens, he slams it down and becomes a ghost like alien similar to Zach's. He then came out of the bathroom while becoming invisible.

"-and this one is a Valentiana. Can you hear the ocean?" Vera said as she hands a shell to Gwen

Gwen takes the shell and puts it to her ear.

"Loser"

Gwen widens her eyes as she heard that

"Loooooser...!"

The ghost alien appeared by Gwen while cackling

"Ben?" she said

Zach, Arsen, and the anodite gasped as they saw him.

"See ya, wouldn't wanna be ya!" Ghostfreak said as he phased out of the wall

"Oh boy" Zach said before looking to Max and Vera "I'm going to get some fresh air. Be right back"

He then heads to the door.

"Hmmm" the invisible light blue anodite hummed as she followed him


Zach was outside the house while Arsen came out of pocket and onto the ground.

"I can't believe that was Ben. He's a ghost alien too. Almost like mine only without the chains" he said

"That ghost alien is called an Ectonurite" Arsen explained "This alien species is native to the planet Anur Phaetos. Ectonurites have the ability to phase through anything. They can also take control of enemies by possessing them and use the tentacles from their skin to pick things up"

"That's interesting and all, but we gotta find Ben before he gets himself into trouble or worse" Zach said

As they looked around, they notice a golf cart moving on the road with no driver

"I'm guessing that was young Benjamin driving that cart" Arsen said

"Guess it's time for me to go get him" Zach said before activating his Omnitrix

After scrolling through the selection, Zach reached the silhouette of Spector. He slams it and transforms into Spector. Spector then grabs Arsen and placed him on his shoulder

"Hold on tight, Arsen" Spector said as he begins to fly

"I almost forgot. In your Ectonurite form, you can make anyone or anything intangible by physical contact" Arsen advised

"Of course. Don't want to freak the elders out" Spector said as he turns invisible along with the Galvan

They then flew after Ghostfreak unaware that the light blue anodite was following them.


Meanwhile, Ghostfreak was looking at a pie on a window sill.

"Apple pie" he said

Before he can grab it...

"Don't even think about it"

Ghostfreak turn to see Spector and Arsen floating up to him

"Zach? Arsen?" Ghostfreak asked

"That is correct, Benjamin" Arsen replied "And you should know better than to take things that don't belong to you"

"Oh come on. I'm hungry" Ghostfreak protested

"That's no excuse, buddy" Spector scolded

Ghostfreak sighs and looks at the pie only to see something in the window. An old lady was trying to swat a fly with a fly swatter. As the fly flew onto the ceiling, the old woman leaped onto the ceiling and eats the fly.

"Eugh! No way! Ninja old people!" Ghostfreak said

"Oh my gosh! Are you seeing this, Arsen?" Spector asked

"I sure did. I think you might be telling the truth after all, Benjamin" the Galvan said in surprise

The old woman leaps down before cracking her neck. The invisible light blue anodite was next to them. She too had seen the old woman eating the fly

'That is really strange. No human can do this' she thought

The two ectonurites and galvan looked around the neighborhood. They then see an old man driving by on a golf cart with a large rug in the back. Just as he passed a house, the automated sprinkler system activates as it begins to sprinkle water. The elderly man freaked out upon seeing it and swerves out of the way.

"Hmmm" Arsen said as he saw this

Even the light blue anodite saw this as she floats above them

"Wonder what 'Mr. Friendly's up to..." Ghostfreak said

"Let's go find out" Spector replied


Ghostfreak, Spector, and Arsen tailed the old man to a gated-off dumpster site. The old man picked up the rug and stretches his legs as he went over the gate.

"This place just keeps getting weirder by the minute." Ghostfreak commented

"I agree" Spector added

They along with Arsen phased through the gate and watched as the old man pushed a dumpster out of the way and opens up a trap door that was underneath. Suddenly, the Omnitrix symbols begin to time out.

"Oh no" moaned Spector

The ectonurites were engulfed in red light as they changed back into Ben and Zach. Arsen was still on Zach's shoulder. This alerted the elder man as he rotates his head around to see them. The boys and Galavan gasped as the old man rotates his entire body around to face them. He then roars at them causing Ben and Zach to yell

"Run boys!" Arsen said

Zach begins to run. Ben attempts to follow but the man grabbed him by shoulders. Zach saw this

"Ben!" Zach as he raced over and grabbed his back "I got you!"

He was able to pull Ben away and they rushed to the gate. They climbed over the gate and head to the golf kart as the old man stretched his legs over the gate. Ben, Zach, and Arsen got into the golf kart. Ben was in the driver's seat while Zach and Arsen are in the passengers' seat. Arsen leaped onto the front of the kart

"Do you know how to drive this contraption?" Arsen asked

"I think so" Ben said

They see the man coming at them

"Floor it!" Zach yelled

Ben slammed his foot on the gas pedal and the golf kart drove off. The boys and Galvan turn to see the man in hot pursuit

"Uhh, we didn't see your face suddenly pop on the back of your head, I swear!" Ben called "What kinda vitamins are these freaky old people taking?"

Suddenly, the cart's main gauge begins to lower to 0

"Uh oh!" Zach said

"Come on, come on!" Ben said as he hit the gas

The old man then stretched his arms and grabs the two bars on the back of the cart which stops it

"Not good" Arsen said

The old man then begins to pull the cart back to him

"Let us go!" Ben yelled

But the old man didn't listen and continues to reall the cart towards him. The boys try to look for a way to get out of this. Arsen then sees a back full of golf clubs

"Boys. On the seat. Use those" he said

Ben and Zach notices the golf clubs and takes one each.

"Fore!" they said as they strike the man's arms which slices it off

"Hmmm" Arsen hummed as he took notice of that

With the cart freed, Ben stepped on the gas pedal and they took off. But then they heard a thump above them.

"He's on top of us!" Zach yelled

The man then stretched his arms down and attempts to grab them

"No!" Ben yelled as he dodges them

Arsen dodges the arms as they attempt to grab him too. Zach also dodges, but one of the arms grabs

"Ah! He got me!" Zach yelled

Just as the man was about to pull Zach out, something sliced off his arm. Zach was confused

"Huh?" Zach puzzled

Next to the cart was the invisible anodite. She was the one who did it. Ben tried to get control of the cart as it begins to swerve. Arsen then looks in front

"Benjamin! Look out!" he yelled

The cart hit a speed bump which sends the cart flying and crashing onto a lawn. Ben, Zach, and Arsen both got up

"Is everyone okay?" Zach asked

"Yeah. I think" Arsen replied

"I'm alright" Ben added

But then, the old man came in and stretches his arms at them. The boys attempt to dodge but they were both grabbed and pulled towards the man.

"Boys!" Arsen yelled as he saw them being dragged

'If only my Omnitrix was recharged, then I could take him out' Zach thought

Just then, the sprinklers went off which causes the elder man to wince and run off leaving Zach and Ben lying on the ground. Arsen runs up to them

"Okay...what just happened here?" asked Ben

"Yeah. It's just water. Why would he be scared of that?" Zach asked

"I'm getting the feeling that he's not entirely human" Arsen said

The light blue anodite has observed this while being invisible. She too wondered what had happened.


Zach, Ben, and Arsen, with the light blue anodite secretly following, headed back to Aunt Vera's house. It was mid afternoon when that happened. They went inside and met up with Gwen and Max

"Grandpa! Gwen!" Ben yelled

"Shhh, your Aunt Vera's in bed!" Max scolded

"Seriously? It's like only 6:30." Ben said

"But that's not the point. Something strange is going on here" Zach said

"Yeah. This whole place is way creepier than I thought. First, this old lady runs up a wall - and then munches a fly! Then Marty, that weird next door neighbor, i-is an "E.T." or something! With a face on the back of his head, and these long sticky arms and this body that oozed right through this gate and-!" Ben explained before Gwen cuts him off

"Ben, you snuck out. Aunt Vera was hurt!" she said

"Ah, she's old, she'll forget. " Ben said dismissively

"But I do have to agree with the boys. What we have seen is not normal human behavior with the way young Benjamin had described. And the way the elder man became frightened by water, that is all too familiar" Arsen said as he put a hand on his chin

"I think we need to go investigate" Zach said

"Okay, I say I go Four Arms and we check out Marty's apartment!" Ben suggested

"Well, maybe we should do some investigating, but you stay as you are! Us old fogeys don't ferget as much as ya think!" Max said in an old man's voice

With a wink, he leaves the scene

" You know, ever since you two had those watches, you're both like magnets for the weird." Gwen said to the boys

"You're right!" Ben said as he points to Gwen like he was a magnet

"Very funny" Gwen said unamused

Zach and Arsen both face palms at Ben's behavior. The light blue anodite giggled silently as she sees them while invisible


Max, Ben, Zach, Gwen, and Arsen were outside of Marty's house. Max opens the door

"Hello? Anyone home?" he asked

He motions for the kids and Galvan to be quiet as they all head inside. They look to see that the house is completely deserted. They walked passed a grandfather clock as it's pendulum begin to swing back and forth. Just then, something startled them, but Max turned on a light switch to reveal that it was a hat and coat on a rack. They sighed in relief

"Well, nothing here seems out of whack..." Max said

"Except for what he rolled up in his rug - that was right here!" Ben said as he points to an rug outline on the floor

"If that's strange. I don't know what is" Zach added

Max became puzzled at the sight. They all head back to Aunt Vera's house

"You all sleep well. I'll be in the guest room if you need me." Max said

"But, Grandpa-!" Ben protested

"There's nothing more we can do tonight. I'm going for an early walk in the morning, but once I'm back, we'll check things out again. Now get some rest." Max told them

"He's right. It's best if we solve this in the morning" Arsen said

"I suppose you're right, Arsen" Zach said as he stood up from the couch "Come on guys. Let's go"


The next morning, Ben was seen looking through Vera's refrigerator.

"Prune juice, prune juice, and- oh, what a surprise -more prune juice." Ben complained " Why does it seem old people were always old?"

"Well they're not as young as they use to be. And there's a reason they need prune juice" Zach points out

Gwen was seen filling a cup with water. Vera then came in

"Morning, Aunt Vera!" Gwen greeted "How'd you sleep?"

"Just...fine. How 'bout you?" Vera asked back

She then grabbed Ben's cheeks and pinched them very hard

"Fine, Aunt Vera!" Ben replied in pain

Zach looks at Vera with suspicion. She was clearly not acting like herself

"I made you some coffee" Gwen said as she came up with a tray of coffee and water

She then trips and spills the coffee and water on the floor

"Sorry!" Gwen apologized

Seeing the spilled water flowing on the floor, Vera leaped up and did a split against the walls.

"Clean it up! Clean it up right now!" she demanded

"I'm sorry" Gwen said as she cleaned the mess up

As she done that, Vera got back on the ground and glanced at the empty guess room

"Where did your grandfather go?" she asked

"He said he was going for an early walk." Gwen answered

"Well, behave yourselves. I'll be back soon." Vera said before leaving the house

"She's totally one of them!" Ben said

"One of what?" Gwen asked

"Whatever's possessing these old people. Something or someone's gotten to Aunt Vera, and who knows how many other of the fossils around here?" Ben said

"I concur" Arsen said as he popped out from Zach's pocket "I have a feeling that something evil is going on in this village"

"Then we'll have to go out and investigate" Zach said with a determined look

The light blue anodite was listening in on this while invisible


The three kids and Galvan wandered through the village as they went through alleys and other paths. The invisible light blue anodite secretly tailed them

"So, where we headed, Sherlock?" Gwen asked

Ben and Zach (with Arsen on his shoulder) pressed their back on a wall in the alley as some old people pass by

"We need to get to that trapdoor by the dumpster." Ben said

"I agree. That's what we saw when were tailing that old guy from earlier." Zach added

"But we have to avoid being seen" Arsen whisphered

Ben puts his hands on Gwen and Zach as several other folks walks by. Once they did that, they quickly ran ahead. They continue to walk through town towards the dumpster site.

"It's right over there!" Ben said

"Just follow the disgusting smell." Gwen commented

They passed two elderly woman who were playing a game of puck. Looking at them, they showed their fangs and roared at them. They then begins to fire some pucks in their directions

"Uh oh!" Zach said he dodged a puck with Arsen doing the same

"Duck!" Gwen yelled as she dodges

"Run!" Ben yelled as he dodges another puck

They ran for it as more pucks were fired at them. Just then some pucks were caught and thrown right back at the two old ladies who took cover.

"Huh?" Zach puzzled as he and Arsen saw this

But they continue to run with the Tennyson cousins. It was revealed that the invisible light blue anodite was the one who did it. She had caught the pucks with her hair and threw it back at them

'No one hurts them on my watch' she thought with a determined look

The kids and Galvan took cover behind a corner to catch their breath. Grandpa Max then came up to them

"Guys, what's going on?" he asked

"They're everywhere!" Ben yelled

"I know!" Max said as he showed his green teeth and his arms stretched towards them "Come here, I'll protect ya!"

He then roared much to the kids and Galvan's horror

"That's not Mr. Tennyson!" Zach yelled

"Let's get out of here!" Gwen shouted

They took off only to be blocked off by the fake Vera and other old people who were carrying a car. They looked behind them to see the fake Max coming towards them

"Ooh, this is not good!" Ben groaned

The fake elderly people throws the car at them

"Move!" Arsen shouted

They ran in the right direction while avoiding getting grabbed by the fake Max. The car fell on him just as the kids and Galvan reached the dumpster site

"No!" Gwen cried

But then some green came out from under the car and forms into Max save for his eye. Arsen gasped as he saw this. He knows just what they fake Max and the other fake elderly men advanced towards them

" Come on! The trapdoor!" Ben said to his cousin and best friend

Zach, Arsen, and Gwen head to the dumpster while Ben stayed to face the fake old people.

"What are they?" Zach asked

"Limaxes" Arsen answered "Not only can they shapeshift, but they also feed on humans. Mostly elder ones"

"You mean they're aliens?" Zach asked

Arsen nods his head. Gwen opens the gate as she, Zach and Arsen head inside. They both looked under the dumpster to see the trapdoor. Back with Ben, as the fake elder people got closer. As Zach and Gwen try to move the dumpster, Ben activates his Omnitrix and turns into Wildmutt. Wildmutt then grabs the dumpster and hurls it at the fake old people.

"Nice throw, Ben" Zach said

Willmutt begins to slobber at Gwen and motions towards the trapdoor

"Got it!" Gwen replied as she goes to open the trap door "That's scary, I'm starting to speak mutt..."

Wildmutt, Zach, and Arsen look behind them to see the fake people recovering from the attack and beginning to charge at them

"They're coming!" Zach yelled

Wasting no time, Wildmutt gets Zach and Arsen on his back. Gwen finished opening the door when Wildmutt got her on his back as well.

"You might want to hold on, Arsen" Zach said to Arsen

The galvan held onto Zach's shoulder. Wildmutt then leaped into the trapdoor. The light blue anodite, still invisible, flew in after them

"Whoa!" yelled Gwen, Zach, and Arsen

The Vulpimancer was able to slow their descent by digging his claws into the walls making a hard land on the ground

"Does the expression 'look before you leap' mean anything to you?!" Gwen asked

"Never mind that, Gwen" Zach said as he looked up

"We have company" Arsen added

They look up to see Limaxes crawling down

"Move it!" Gwen yelled

Wildmutt did just that as he ran through the cave with his friends on his back. He then stops to see two sets of tunnels. Zach, Gwen, and Arsen got off Wildmutt's back

"These tunnels must go under the whole complex!" Gwen said

"But which one should we take?" Zach asked

Just then, Wildmutt sensed something through his gils. He can make out an outline of the imposter Max. Arsen looks behind him and gasp

"Look out!" he yelled

Wildmutt bit down on the fake Max's extended arm to prevent him from getting Gwen. He then throws the fake Max into the wall who quickly gets back up. Wildmutt got in front of Gwen and charges at the Limax, but he grabs the Vulpimancer and suplexes him. The fake Max then begins to punch Wildmutt repeatedly

"I think now might be a good time to use my Omnitrix, Zach" Arsen said as he got off Zach

"You read my mind, Arsen" Zach said as he did just that "Ben needs help"

Scrolling through the selection, Zach sees the silhouette of Odor Bug and slams down on the face plate. He then transorms into his Lepidopterran form. Meanwhile, Wildmutt had just ran the fake Max into the wall and throws him across the cave. Just as he raise his arms to finish him...

"You wouldn't wanna hurt old Grandpa Max, now would'ya?" the fake Max asked as he attempts to fool him

Wildmutt hesitated, but before the fake Max can attack, acidic goop was shot at him causing the disguised Limax to back away in fear. Odor Bug flew in Arsen on his back

"Do not be fooled, Benjamin" Arsen said "He may look like your grandfather, but he's not"

"Yeah, buddy" Odor Bug added

Gwen then got on Wildmutt's back

"Hey 'short, dumb, & hairy'? Rule 1: he's not Grandpa, he's an alien freak! And that leads to Rule 2, which is we kick alien butt!" she yelled

Wildmutt charges at the fake Max and tackles him very hard. Max was sent flying and hit a wall while some boulders bury him. Wildmutt then sensed something else in his gills

"What?" Gwen asked

Wildmutt then charges in a direction with Gwen hanging on for dear life

"Wait for us, bud!" Odor Bug yelled as he flies after them

"Woah! You don't come with seatbelts, remember?" Gwen reminded

The Omnitrix begins to time out as Wildmutt continues to run

"Look out!" Gwen yelled as she sees a wall of wooden board and moss

They crashed through as Wildmutt changes back into Ben. Odor Bug and Arsen went through with the invisible Anodite following them. Ben and Gwen gets back up

"Hey, freakshow! What do I look like, a crash test dummy?!" Gwen asked angrily

"Listen, I don't know what it is, but I picked up some kind of scent in here." Ben replied

The group walks through the tunnel until they came across a large room with a spaceship and some pods.

"Something tells me this is where the old people are being kept" Odor Bug said

Odor Bug grabs the cousins and flew down with Arsen still on his back. They then wander over to see some pods with some of the villagers inside it

"t's like everyone in Retirement Village has been podded up!" Gwen said

"But why?" Odor Bug wondered

Ben then noticed Grandpa Max in one of the pods.

"Grandpa!" he yelled

Ben grabs the pod and pulls on it. The pod opens, releasing Max. Max then gets up feeling a little woozy

"Are you alright, Max?" Arsen asked

" I was out for a walk, and then...can't remember what happened next." Max answered

"We got to get the others out" Odor Bug said

Ben goes over to another pod, but before he can open it...

"I wouldn't do that If I were you...!"

The group turn to see the remaining fake elder people coming up to them

"Well, you're not me!" Ben yelled back

"Not yet, I'm not!" one of the elder person said

The fake elders all morphed into their true forms as Limaxes. The group was shocked

"You can fill me in later!" Max said

As they backed up, Gwen accidentally touches the back of the ship and it opens. She sees more pods inside

"Look what's back here!" she called

"Their ship!" Max said as he looks at it

"They found it! We can't let them out!" the Limax said

"Get the pods on board, they've been marinating long enough!" the other Limax said

"Marinating?" Max asked

Gwen then noticed one of the pods with Vera inside

"They've got Aunt Vera!" Gwen yelled

Ben looks to see his Omnitrix all charged up. He activates it and selects Heatblast

"You guys really burn me up!" he said as he activates the Omnitrix

Ben transforms into Heatblast

"Now, I'm going to return the favor!" he said before turning to Odor Bug "Ready to do this, bud?"

"Oh yeah!" Odor Bug replied

Heatblast shoots a stream of fire at the Limaxes, but it doesn't affect them. The blob like aliens all leaped up and merged into one being

"Whatever you are, you just made a terrible mistake. Us Limaxes live for the heat! Why do you think we came to the desert in the summer?" the giant Limax stated

Heatblast charges in and begins to punch it's leg, only for it to grab him by the arm and begin to slam him repeatedly on the ground

"Hey! Put him down you gelatinous monstrosity!" Odor Bug yelled

He flies in and spits acid at the giant Limax causing it pain. Odor Bug spews more acid from his eyes stalks at the Limax which causes it more pain. Angered, the giant Limax grabs Odor Bug and throws him far away. Arsen hung on tightly as that happened. Recovering from the attack, Odor Bug attempts to fly back to fight, but his Omnitrix begins to time up

"No" he said

He was then engulf in a bright light and changes back to Zach with Arsen on his shoulder. They scream as they plummet to the ground. Luckilly, the light blue anodite swoops in and catches Zach. She then places Zach and Arsen on the ground. Zach and Arsen were surprised as they saw her. The light blue anodite puts a finger over her mouth to signal them to be quiet before turning invisible. Zach and Arsen both looked at each other with confusion. Meanwhile, Max and Gwen were carrying the pods outside of the Limax's ship. Seeing this, the big Limax shoots two smaller Limaxes out from it's back to stop them. One of the Limaxes attacks Gwen when she tries to grab Vera's pod. She ducks which makes the Limax knock off her backpack while spilling all of it's content. Upon seeing Gwen's water gun, the Limaxes got scared and retreats. Picking it up, Gwen gets an idea and chases after them. She then squirts water at one of them causing the Limaxes to screech and melt into liquid. Zach and Arsen then ran up to them

"They hate water!" gasped Gwen before looking at Ben "Aunt Vera, when she was in the kitchen!"

"Or Marty, when I was on the golf cart!" Heatblast said in realization

"And the fake Mr. Tennyson when I shot acid at it as Odor Bug" added Zach

Looking up to see a dripping pipe, Heatblast shoots fire at it. As the large Limax begins to dig into Heatblast's eyes, but the Pyronite continue to fire at the pipe. It then bursts and unleashes a stream of water. This caused the Limax to shriek as it drops Heatblast

"See ya, slimeball!" he said as he runs away

The Limax cries out in pain as it melts into a large puddle. Max, Gwen, and Zach got the last of the pods out of the ship.

"Sorry, there's no drive-through service here!" Max said as he got the pods out

The liquid part of the Limax slips into the ship and shuts the door. It then starts the ship and begins to take off. The gang can only watch as the ship flew right into the sky.

"Heh. Looks like they won't be coming back anytime soon" Zach said

"Indeed" Arsen added

"We should put them all back in their condos, so they'll think they never left." Max suggested

"That could take hours." Gwen protested as she leaned against a pod

"Gimme a few minutes, I'll see if XLR8 can help out." Heatblast said

"And T-RBO" Zach added

He then begins to think about the light blue anodite that saved him

'I definitely didn't see things. That blue alien is real' he thought 'The next time I see her. I'm gonna need some answers'

From a few feet away from them, the invisible light blue anodite watched them. She giggled silently before looking at Zach

'I really want to talk to him. But maybe when he's truly alone' she thought


It took a few hours, but the Tennysons, Zach, and Arsen were able to get all of the villagers out of their pods and back in their houses. The next morning, it was time for the gang to hit the road. Max gives Vera a hug goodbye

"Don't be strangers!" Vera said

"We won't" Max replied

Gwen then comes up to Vera

"Bye Aunt Vera!" she said

"Bye dear- Oh, this is for the road!" Vera said as she hands Gwen a mold of gelatin "Ben told me how much you liked my gelatin mold. This one's lime with chunks of grouper and chick peas!"

Ben smiles at this while Gwen forces a smile

"Uhh, thanks." she said while hugging Vera and going into the Rust Bucket

Zach then walks up to Vera

"I guess I'll be seeing you, Mrs. Tennyson. It was actually great to meet you" he said

"It was great to meet you too, Zach. Hope we see each other again" Vera said as she hugs Zach

Zach hugs her back and then walks to the Rust Bucket leaving Ben the last one to say goodbye

"I'm sorry, Ben, if there wasn't enough excitement here for you. I hope you weren't bored to tears!" Vera apologized

"Actually, it turned out better than I thought!" Ben admitted

"I'm glad. Well, have fun on the road!" Vera said as she hugs Ben

"I will" Ben said as he hugs back and head to the Rust Bucket

"Oh, and Ben? Keep up the good work, dealing with all those aliens you were telling me about!" Vera called

"You're - kidding...right?" Ben asked confused

"Of course, dear!" Vera said with a laugh

Ben got inside and the Rust Bucket leaves the village. The light blue anodite was seen riding on the top as she watches the village getting smaller from her sight. The Rust Bucket passes by the crater that the Limax ship had left. In the crater, the Limax's slimy remains seeped out of the buried rocks and crawls on the floor.


Sorry it took so long. But here is the latest update for Ben 10: The Second Omnitrix. Hope you enjoy