A large apartment complex stood on tall in Denver, Colorado. Unlike the other apartment complex's, this one was horribly rundown and clearly left to rot, its once perfectly fine exterior was cracked and layered with fungus at the base, windows were either cracked it simply shattered completely prior. Which meant the wrecking ball swinging and taking a massive chunk out of the exterior came to nobody's surprise.

"Might need to pick up the pace bud, we're reaching the deadline pretty quick!", said a skinny man wearing what youd expect from someone working in construction.

"Oh shut up!", the wrecking ball operator, who was more rotund in terms of physique, shouted right back as he went for another whip and destroyed another chunk of the apartment.

Even though it was just a shape, his coworker managed to catch a glimpse of the shape of a man, he was sure it wasn't just a trick when the silhouette moved. "Hey! Hey! Stop!", he ran back to the operator. "Stop! Theres a guy up there!"

"Huh?", the operator looked on and groaned as he noticed the man too. "Great, a squatter. Didn't the other guys try and get him outta here?"

The man stepped forward into the light. He was very bizarre looking, he had bluish green skin and a goatee with long, greasy and unkempt hair. His fingernails were black and overgrown, he wore wore a black hooded shirt, a pair of blue-grey pants with the knees torn out and covered in dirt on the ankles, a brown leather coat torn at the shoulders, and black shoes. The most unnerving part were the cockroaches casually crawling on him. "Get out of our home.", the man said with an eeirly calm tone.

"No can do pal, this building's bein condemned by order of Councilwoman Liang.", the operater said matter-of-factly.

"Yeah, this place is comin' down. So move it!", the clipboard holding coworker said as he waved him off.

"Councilwoman Liang...?", the man tilted his head.

"Yeah, now move it!", the operator said as he saw a glint of a grin form on the blueskinned mans face as he raised his arms, unleashing a swarm of insects from his sleeves. "What the hell is that?!"

The operator and his coworker quickly scrambled and began running away, that was until his coworker was grabbed by the swarm by his ankle and taken off to the sky. "Oh. NAAAAH!", the bigger man kept running before the swarm of what looked like large amount of wasps caught up to him and lifted him up into the air. "Wha-! Get these things offa me!"

The operator was then brought to the insects master as he flashed a grin, his teeth yellow and disfusting. "Where can I find Liang?"

"I-I- I don't know.", the operator was quickly met with an almost monstrous snarl as he caught himself. "B-But she's attending the parade later today to give a speech."


Alex sat in the very back of the RV with his head cocked upwards, his eyes closed, his mouth hanging open and his arms by his side. With how motionless he was, you'd have thought he died there, nope, he simply has a case of summer cold. He actually caught it from Ben specifically... why was he laying like that?

He's being overdramatic.

"You think he's dead?", Ben peered over and notice Alex suddenly jolt awake. "Nevermind.", which was then followed by Alex falling back asleep. "He sure does sleep a lot when hes sick."

"I wish you were like that, would've given me some nice bliss from your constant complaining when you were sick.", Gwen groaned.

"Cut me some slack will ya!", Ben slumped in his seat as he did do quite a bit of complaining... but he didn't want to give her any satisfaction in agreeing.

"Not after you used my new blouse as a TISSUE.", Gwen glared at Ben.

Ben scoffed. "Maybe don't leave your clothes just lying around!", he said mockingly.

Gwen looked at him very annoyed. "That doesn't mean you can just use my new blouse, doofus!", she groaned as she looked back towards Alex. "I wished we just locked you into a closet until you got better, but now I might get sick. Once a bug like that gets out-"

"I don't think thats how being sick works."

"Actually it does, but I'm not surprised you wouldn't know that."

"I swear to fucking GOD, if I have to get up, I'm kicking both of your asses. Shut UP", Alex fully woke up, his skin was sickly and clamy, had noticable eye bags and a runny nose.

Max looked at them through the rearview mirror before turning his eyes back to the road. "Dont worry, all Alex would need is my famous San Ju Yen Pien cold remedy, and he'll be right as rain!"

Alex leaned back and let out a groan. "Ughhhh... kill me now."

Of course it actually took a bit of walking around stores in Chinatown to gather all the ingredients for his special elixer, the parade didnt really help with Alex's ears that much on top of all the walking. Many people are watching a red dragon puppet and some costumed actors walk past.

Finally, Max walks out of a drugstore with a jar filled with a green liquid with his grandkids and Alex in tow. "You know it's so hard to find fresh potaikadon root anymore. It's all freeze-dried nowadays."

"Please don't make me drink this, my mom makes this shit all the time for when we get sick and it always makes me wanna die.", Alex groaned at the haunting memories he and his siblings collectively had of being forced to drink the evil elixer.

"It cant be that bad cant it?", Ben asked as he stood next to Alex as he was handed the jar, which the older boy opened. Within half a second, both of them gagged at the smell.

"Is it really that bad?", Gwen asked as Ben scooted away from Alex. "I'll take that as a yes... actually, where'd you learn how to make this stuff, Grandpa?"

"I picked it up from a monk in Guangdong, China.", Max stated casually as Alex internally facepalmed at the excuse while Gwen crossed her arms. "They have plumbing in China too, y'know!"

"Sureeeee.", Ben and Gwen sarcastically said in unison as Alex was off in his own world hyping himself up to chug it down.

Thats when an Asian-American woman who wears a blue executive outfit with a pencil skirt, heels, gold earrings, and a gold necklace stepped onto a podium in the center, she cleared her throat before speaking. "Ladies and gentlemen, I want to thank all of you for your support of my downtown redevelopment program. It's truly a dream come true!", the local councilwoman Liang said with a genuine smile on her face.

"Wow, a politician thats genuine. Thats new.", Max muttered as he and many others heard this loud buzzing noise.

A wasp lands on her microphone. Some more buzz around the crowd itself as a massive swarm of hundreds or even more began to swarm the entire crowd. "What the-", Liang looked up as a bead of sweat rolled down her forehead.

The Bug Man grinned as he hovered above her with his hands in his pockets as he was simply standing on a large cloud of flying insects. "Oh, this is a dream come true for me to~", his eyes glowed white as thousands were now everywhere in the crowd.

They swarm everyone, chasing them out of the center. During the chaos some were pushed into boxes as others ran while others curled into a ball on the floor to avoid them. Councilwoman Liang looks up at him. "W-Why are you doing this?!"

"Oh I didn't want to do this, but had you not dared to take down our apartment. Maybe we would've left you be.", the Bug Man grinned again. "So by all accounts, this is YOUR fault!"

"Apartment- wait, you're that nutjob that wouldn't leave!", Liang exclaimed after registering what he had said.

"My name is CLANCY", the man frowned as thousands of wasps swarmed her, covering her just below the neck as they presented her to their master. "And here I thought we made an impression."

Liang looked at him in fear as she tried to worm her way out of her restraints. "What're you doing?"

"Just bringing you home for dinner... You're the MAIN COURSE!", Liang finally noticed Clancy's eyes, his sclera was completely black while he possessed a light blue pupil as he stared at her with wide and wild eyes.

Ben noticed this and nudged Alex. "Looks like its a job for a hero!"

Alex looked up at them, handed Ben the dark elixer and rubbed his nose. "Okay...", he said as he activated the Omnitrix, sneezing, then slamming down to errupt in a green flash. Deepcut stood there with a hunch, his crystals appearing more of a pale green.

"I got this!", Deepcut exclaimed as he sneezed again, sending a few shards through some wasps. "Sorry...", he attempted to punch the ground but his crystals cracked off and shattered on impact. "Oh...", Deepcut looked at his stump before it quickly regrew faster than it usually did. "Ohhhhhhh!"

Gwen and Ben immediately noticed this as Deepcut ran off. "Hey... uh, when was he shattering against the ground like that again?", Ben asked genuinely.

Max noticed this as well, Deepcut stumbling as he quickly caught his breath before attempting to shoot at Clancy by turning his hands into jagged stumps but the crystals cracked off as he produced them. "His cold must be affecting his aliens too! Diamond head over there can heal faster sure but that doesn't mean anything when hes just walking glass!"

"Oh...", Ben and Gwen looked at Max then at Alex.

Deepcut meanwhile popped his neck as he attempted to tackle Clancy out the air, but he casually beats him back with a swarm of wasps gathering into a fist and flicking him away and into a stand. "Ow."

"I kinda feel bad for the guy actually...", Ben frowned as he scratched the back of his head.

"Being sick doesn't mean he can just lie around while the councilwoman is getting taken!", Gwen sprints into action before Ben or Max could stop her, she quickly reached Deepcut and began shaking him. "Wake up rockhead! Nows not the time to be napping!"

"I feel so exhausted, everything I do feels like I'm running on fumes...", Deepcut groaned as he stood up and dashed forward with a sudden burst of energy as he tackled Clancy off his bed of wasps.

"Release me!", Clancy exclaimed as he summoned the bed of bugs and blasted Deepcut back and into a dumpling stand. "How ill mannered!"

"No!", Gwen exclaimed as she looked over at Alex who was slowly getting up. Before she could utter anything, Deepcut kneeled over and started puking out a strange blue liquid from his mouth. She let out a sigh as she finally noticed Clancy had left with the councilwoman. "Great..."


Back at the stationary Rust Bucket, Max slid the jar of the ominous green fluid towards Alex as he frowned looking up at him. "The sooner you drink this the better, because its not just you, its your aliens feeling it too. No clue how some of them would react."

Alex looked at the cold remedy while remembering the fact he tried to chase after Clancy when he recharged as Bugbreath but quickly found himself very blind. "Good point. Welp, cheers..."

Alex took the lid off and took a quick swig of the cold remedy, Ben nearly bursted out laughing as Alex slammed it back down and held onto the table before gulping it down. "UGH THIS IS THE WORST! I HATE BEING SICK!"

"Heh, dont worry after ten doses you'll get used to it.", Max said confidently as Alex pressed his head against the table and groaned.

"I think I got it.", Gwen muttered before turning to the others as she had been typing away on her computer. "Bug guy said something about knocking down his apartment building. Well, the only apartment downtown left for demolition is at 8610 Chester Street!"

While Max was listening to her, Alex slowly slipped open a drawer and olaced the San Ju Yen Pien inside before closing it. Alex looked at Ben, who nodded and gave him a thumbs up, Alex doing the exact same.

Of course, at that exact same apartment, the councilwoman stayed as still as she could despite her body trembling. "P-Please dont hurt me...", Liang looked up with tears in her eyes as Clancy was sitting on the ceiling.

"Black widow's dont like sudden movements, best be careful.", Clancy snickers sadistically as he gently carressed the wood of the apartment. "Our grandfather built this building. We grew up here! Just me and my little friends... They are the only ones who understand, and no one is evicting us!"

Clancy looked out through the dusty window with a growl the moment he spotted the Rust Bucket pull up out front. "Tresspassers!", he hissed as his bugs crawled all over and around him.

Gwen was the first to actually step out of the RV and took in the sight of the broken down building. "Nice place, wouldn't want to live here though."

"Im so glad my nose is clogged cuz it probably smells like rat shit in there.", Alex stepped out looking even worse than before.

"Are you turning into a corpse in real time? Seriously why do you look WORSE?", Ben comments as Max stepped out a second after him.

The Tennysons and their ill guest decide to move forward despite the sight, the entire building was only illuminated thanks to some cracks leading into the outside and illuminating the darker insides. Each step no matter how careful made a loud creak, Max has to lower himself under a fallen beam. Spiders crawl on the beams above them.

Both Alex and Ben split up, looking down the rest of the hallway, while Gwen and Max investigate a room. Max reads some newspaper clippings, tacked to the wall. Most have pictures of bugs; one headline about cockroaches reads BUGS SURVIVE NUCLEAR BLAST.

"They've gotta be here somewhere.", Max mutters as Gwen backed away from a gigantic nest of spider's in the middle of the room.

"Definitely getting close alright.", she says as she shivers at the sight of the spiders simply minding their own buisness. "Did I ever say how much I HATE spiders?"

"All the time.", Alex says through his nasally voice as he and Ben rejoined with them. "Tried to find some other stuff about this freak."

"Yeah but we couldn't find squat.", Ben shrugged as he noticed the distance between him and Alex and scooted away. "Well, beside's this.", Ben held up an old newspaper article, which like the others, appeared to have been torn off.

The ink had decayed away, the only thing noticable was a young child at front and center under the title of the article. "We think this could be him, but I dunno, he might just be a creep like that."

"Creep like what?", Ben asked genuinely curious as Gwen looked at him too.

"What do you mean?", Alex asked trying to deflect the question like his life depended on it as Max did a shushing motion. He rubbed his nose aggressively. "Lets check the second floor, there's nothing here."

"HELP!", Liang's voice came from above, though muffled it was definitely her, almost as if it was on cue.

"It came from the floor right above us!", Max exclaimed as Alex had a very cheeky smirk on his face.

"What did I say? Exactly.", Alex rubbed his nose again as he activated the Omnitrix and slammed down on Parapparition's icon, erupting in a bright green flash that left as soon as it came... showing Pummel instead, who's bright red skin was now a sickly orange color. "Awh man... eh, whatever."

Pummel quickly picked up the three, Gwen immediately notices his armpits are covered in pink hives. "Oh gross!", she pinches her nose shut the moment the foul smell reached her nostrils.

Max and Ben quickly noticed the wretched stench too and did the exact same thing. Pummel quickly sniffed his unoccupied armpit slightly. "It's your hive, the cold must've turned them into puss filled pockets of-"

"Pure putridness!"

"Can I take the stairs instead?"

"Can you hop off my ass please? I cant help that I'm sick!", Pummel groaned as he rubbed his nose before leaping straight through the rotten wooden floor and onto the second floor.

The three Tennyson's quickly release themselves from his grip, Pummel just dropped them to the floor as the fatigue quickly started setting in again. Nevertheless, Max, Gwen and Ben quickly find Liang was on the floor above, covered with black spiders slowly crawling around her. "Black widows!", Liang said in a hushed voice.

Ben looked over at Gwen, who had turned around st the sight of the black widows and sighed. "There's gotta be some way to help her, right?"

"Yeah, but how?", Max asked as he looked over at Pummel who's face scrunched up as he let out a powerful sneeze that sent out clumps of green mucus and splattered against Liang, which also got rid of the spiders.

"Eugh.", Liang cringed at the feeling of the warm mucus all over her, better than spider's though. "Thanks..."

"Sorry.", Pummel looked down as Ben lightly patted his leg in comfort. "Don't 'there there' me or I'll slap you.", he looked down at Ben who promptly stopped.

Max quickly helped Liang stand up as she started wiping off the thick mucus that felt weirdly similar to tomato sauce in terms of texture. Thats when they all heard the sound of hissing, or at least the mimicry of a hiss from a human. They looked up to see Clancy was on all fours against the ceiling.

"Tresspassers!", the way Clancy opened his mouth was... unnatural, his jaw extended further past what humans could normally do as a large cluster of red bugs swarmed around before turning into a giant hand and slapping Pummel out of the room, causing a section of the wall to collapse. "Mankind is pathetic, weak! We will devour and rule this world!"

"Grandpa look out!", Gwen exclaimed as she was suddenly pulled backwards as Ben tugged on her shit sith all his strength the moment he noticed terminds rapidly consuming the wood. Max quickly ducked out of the way of the large swarm as Pummel quickly stood up.

"I have your crown right here, shithead!", Pummel got into his boxing stance as Clancy grinned, that was when he noticed a weird sort of prickling sensation. Thats when Pummel notices a colony of both bullet and fire ants crawling along his pants, usually this would be a mild annoyance... but his skin was much more sensitive than before.

Pummel quickly starts hopping on one foot as he scratched at his infested leg, the ants traveled further up as he befan scratching all over. Max quickly stepped out of his path the moment he charged into the wall, thrusting his arms into the air with a mischevious grin as he kept scratching.

"You-! You're doing this on purpose!", Clancy exclaimed as Pummel slammed himself through the beams of the building as he kept scratching. "Stop destroying our home!"

"What're you gonna do? Kill yourself?", Pummel laughed despite the painful bites he received, his jumping around combined with the structural integrrity being compromised, the apartment finally began to shake. Years of decay showed as the wood ceiling began falling apart.

"The whole place is coming down!", Gwen exclaimed.

"We have to get out of here!", Liang exclaimed as she was almost knocked down by a falling piece of debris.

Max furrowed his brow as Clancy covered himself with wasps. "No time!", he exclaims as within moments, Pummel was shielding them as the entire building came crashing down with all of them still inside.

The Rust Bucket, now parked next to a sea of rubble and dead bugs was nearly hit by a slab as Pummel stood up with his arms raised. With Clancy's apartment building completely destroyed, his efforts ensure everybody is left unscathed... which then gave him the time to collapse from the fatigue as well.

"Ugh...", Pummel groaned as he erupted in a red flash as the Omnitrix finally times out with Alex laying on his back. "I wanna go home."

The others finally emerged as well looking around to see a mound of dead bugs, Clancy slowly rising from it, thanks to those bugs, he also emerges unscathed. "No-No- NO NO NO!", Clancy grabbed a handful of his dead friends ans snarled. "You will all pay for this with your lives! We will annihilate this entire city!"

Distraught and angered, Clancy's eyes glowed again as wasps came from everywhere, swirling around the bug controlling man as they flew off with him inside the swarm. Liang looked up with a baffled expression. "This has been a really weird day... I need to sit down actually."

"Tell me about it.", Max comments with a small smile as Ben and Gwen attempted to prop Alex up but he kept falling down like a sack of potatoes.

"Where'd that big smelly four armed guy go? Id like to thank him.", Liang asked looking around for the red behemoth.

"Don't worry, we'll let him know when we see him again.", Ben stated as for a second he and Gwen were successful, but Alex quickly slumped back down as if he had no bones. "C'mon! Get up!"

"Stop being a drama queen!"

Max took a second before looking at the councilwoman. "Can you find your way back home from here?", Liang nodded before walking off.

"So, where'd you think the bug guy ran off to?", Gwen asked as Ben had quickly pulled his hoverboard out from the RV and managed to slap Alex ontop of it, lightly pushing him to the RV.

Max looked over to the power plant in the distance. "Only one way to annihilate an entire city."


The Rust Bucket sped off through the streets and towards the Power Plant, Max looking over at Alex who had fell asleep once again due to fatigue. He shook Alex violently as he sat up at his seat. "Wuh- huh, yeah I'm awake."

"You're looking worse by the second, Gwen! Get Alex another dose of the San Ju Yen Pien.", Max exclaimed as Alex got even paler.

Alex sat up with a fake smile. "Actually, I already drank half of it by now so I should be fine.", he said as this seemed to satisfy Max, allowing Alex to relax again knowing he wasn't going to suffer from the foul medicine.

Gwen on the other hand was doing her research on bugs, which thankfully had more than enough articles published. "Wow, listen to this! Ants can lift 10 times their own body weight, grasshoppers can leap 100 times their length, and cockroaches can hold their breath for over an hour!"

Ben groaned at her rambling. "We don't need their résumés, we need to know how to squash them!"

"What do you think I'm doing? I'm saying insects are pretty tough little suckers! Short of another ice age or a tanker full of pesticide, looks like holding a bug barbeque is our best option!", Gwen shot back annoyed by him once again.

"Huh... I always love a good barbecue.", Alex grinned at this.

Upon arriving at the plant, the Tennysons and their guest are walking through a dark hallway when a loud alarm blaring as a red light flashed.

Ben looked around frantically. "What's happening? Is that bad?"

Gwen sighed as Alex facepalmed. "No, I'm sure anytime an alarm goes off inside a nuclear plant, it's good news!", she said with very intense sarcasm.

{"Core temperature rising. Approaching critical."}, the power plant intercom announced in a monotone voice.

"He must be fooling around with the reactor's controls. Let's go!", Max exclaimed as he lead the way forward with the three trailing behind him. It didn't take them long to arrive at the control room. However, smoke and electricity was billowing out of the control panels, appearing to have been smashed by something of sufficient strength.

{"Core temperature critical. Meltdown imminent."}

Max attempted to do something with the controls but they were completely smashed to unrecognizable pieces. "All the controls are smashed! We'll have to shut it down manually."

"How do we do that?", Ben asked curiously.

Max points to the main cylindrical core that the control room was overlooking. "Just outside the reactor core, there's an emergency override system."

"Let me guess? You learned about nuclear reactors from a monk in China.", Gwen asked with a raised eyebrow.

As Gwen leans on a panel, she spots a bug crawling up next to her. Clancy walks in to the tune of his flies' buzzing. "Came for a front row seat?",

Ben glared at Clancy. "If this place goes nuclear, you're gonna wind up blowing along with the rest of us!"

"... Is that what you think?", Clancy mused as he holds out his hands. Cockroaches spilled out of his sleeves and pant legs, slowly wrapping themselves around Clancy as he began to grow in size. The bugs covered his face, leaving him as this hulking figure made of insects. "When the reactor goes super critical, we'll be snug as bugs in a rug!"

"Of course! Scientists think cockroaches are the only things that would survive the blast!", Gwen exclaimed recalling that information she had absorbed just a little bit prior.

",So, the guy's gonna wear a bug suit to protect himself from the meltdown?", Ben tilted his head as even though its gross, he found it pretty cool.

"Honestly? Thats kinda sick.", Alex comments as he held back a sneeze, he primed the Omnitrix and scrolled through his aliens before erupting in a bright flash of green light, trasnforming into Sunburn.

"Hey- something's a little weird about you!", Gwen remarks as if it wasn't for the drop in temperature, it would've been for the fact that the bright yellow plasma making up Sunburn's skin was now a light blue color, his head was bare and lacked any flames but rather was billowing with steam.

"Not now, you three shut down the reactor. I'll deal with this freak.", Sunburn smirked as he rushed at Clancy with incredible speed. The giant bug covered man attempted to bat him away but was immediately grabbed by the arm and slammed into a broken down control console. "

Clancy was taken aback by this strength, thankful internally that it wasn't the big red one... but he still noticed Gwen, Max and Ben running off. "YOU CAN'T ESCAPE US!", Clancy screeched as hornets erupted out of the armor and sped off after the trio.

"Bad move jackass.", Sunburn grinned as he held his hand out. "Hope you like barbecue!", he finally sneezed and noticed one small issue... his fire wasn't coming out. Not even a spark.

"Oh..."

Was all Sunburn managed to utter before being picked up and thrown into a wall. Max, Ben and Gwen sprinted down the hall and immediately heard a swarm of buzzing, Max quickly looked back and frowned. "You remember that expression, mean as a hornet?"

Ben and Gwen turned their heads to see a swarm of hornets chasing after them. {"Meltdown in five minutes."}

The Tennyson's turn a corner and spot a hose coiled up against a wall, as the hornets closed in on them, Max and Ben turned on the water as Gwen sprayed the swarm. The hornets all drop to the ground, struggling to move due to wet wings.

Thankfully, the trio made it to the reactor which immediately blasted them with a wave of hot air. {"Core temperature critical. Meltdown in one minute."}, Ben immediately noticed the skittering of bugs approaching right behind them.

In the control room once again, Sunburn was slammed and stomped into the floor violently by the bug covered Clancy. "Hey man, just... chill out.", Sunburn mutters as he put his hands up in defense but immediately fired out a beam of pure ice.

Clancy's face was breifly seen as it cracked off, the roaches trapped in ice as the others filled in that spot. "Not sure how that works... but yay for me.", Sunburn grinned as he stood up and popped his neck. "Bad news for you, dude. We're a bad match!"

Sunburn stretched his joints as he taunted Clancy with a gesture, the bug man sprinted at him only to immediately be evaded and kicked over by a roundhouse that froze a section of his lowerback. Clancy whinced at the ice nipping at his little minions as he attempted to uppercut Sunburn.

The blue cryokinetic grinned as he effortlessly dodged and froze Clancy's arms before kicking it off. The suit of roaches shrunk down significantly due to a portion of them dying from the ice.

"You-! You monster!", Clancy exclaimed as Sunburn laughed.

"Y'know theres this thing called cynaide, you should try it.", Sunburn laughed as he looked out the cracked window that overlooked the reactor just to see Max fiddling with the manual controls as Ben and Gwen swept the bugs away with brooms.

"Grandpa, we can't hold these bugs off much longer!", Gwen exclaimed as both her and Ben were drenched in sweat.

{"Meltdown in 30 seconds."}

Sunburn scowled as he was suddenly tackled from behind by Clancy. "Piss off, freak!", he hissed as ice encompassed his fist and rocked Clancy into the wall. The ice cracked off as he unleashed a beam of ice at the swarm, sliding down with a smile on his face at the success. "Pretty warm in here. I like it!"

"How come you get to be the ice cube maker?", Gwen crossed her arms as she was... dumbfounded. She had no idea how to explain this, but Alex just flexed anyways.

"That's awesome!", Ben exclaimed excitedly.

"Hate to break up the celebration! But can't override! All the manual controls have overheated!", Max exclaimed as he figured this would've happened due to how hot it was in the room. He quickly noticed Clancy had regained his barings and began charging at them. "Alex! Look out!"

Sunburn calmly slapped his hands together and began pulling them away as a small string of ice fire swirled in place. Its width increased as he pulled it back like a bow, its shape becoming more of an arrow before he launched it at Clancy. The moment it impacted, Clancy was instantly covered in a chunk of ice.

"Not the result I wanted when I was practicing it, but at least it paid off!", Sunburn smiled proudly.

{"Core meltdown in ten-"}

"Oh yeah.", Sunburn put his hands together before unleashing a thick beam of ice from his hands as ice began to quickly cover the core.

{"Nine- Eight-}

Sunburn's steam slowed as he focused all his energy in decreasing the temperature of his ice flames.

{"Seven- Six- Five- Four"}

"FUCK!", Sunburn exclaimed as he focused more as steam as Ben, Gwen and Max are slack jawed as ice surrounds the core.

["Three- T-Two- Core Temperature decreasing to below critical levels."}

"Alright!", Gwen exclaimed in relief.

"Nice going, Alex!", Max shot him with a thumbs up as Sunburn fell to the floor, the core covered from top to bottom with ice.

"Can we get some hot chocolate or something? Im freezing my fingers off!", Ben exclaimed as the temperature decrease was a bit too much for him right now.

"Yes... please?", Sunburn say up as his steam began billowing out at an increased rate.


The Rust Bucket drove off from the power plant as Alex was busy walking around the RV aimlessly with his skin color its usual hue again. "Bug guy's chilling, and my colds all gone. I think this is a big win cuz FUCK being sick!"

"Don't you just love it when everything works out?", Max asked cheerfully.

"You're telling me, Freezerburn was pretty cool though.", Ben stated as he was reading a comic book again.

"Free- no, we're not calling him that."

"WHY NOT?!"

"WHY WOULD I NAME HIM SOMETHING DIFFERENT WHEN IM SICK?! WHAT'S THE POINT OF THAT?!"

"ITS COOL!"

"NO IT'S NOT- well, literally yes but still."

"Yep, you're fine again.", Gwen mused as she went to the fridge and grabbed a carton of milk fridge, she spots a cockroach by her foot and raises it to crush it. "Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me! Ugh..."

Suddenly, a large swarm of a variety of insects started crawling out of every crevice. "Ahh! Company! Lots of company!", Gwen dropped her milk as Ben threw himself out of his seat.

The swarm of bugs began blocking the windshield, Max hissed as he parks the RV and gets out of the driver's seat. The door is suddenly opened by Clancy, still in his bug suit. He steps inside and retracts the swarm from his face.

"We don't appreciate the cold shoulder you gave us back at the power plant.", Clancy calmly states as Max attempted to attack from behind but was quickly swatted away by him thanks to the strength his bug armor provided.

As he diverts his attention to him, Gwen grabs a fire extinguisher as Ben swatted them away with his shoe. "I thought you turned 'Mr. Bug' into a snow cone!", Gwen exclaimed looking at Alex.

"That's what I fucking thought too.", Alex sighs as no matter how hard he pressed the button, no matter how many times he pressed the button facing away from him, Omnitrix wouldn't activate. "Stupid hunk of junk!"

Ben grimaces at this. "Oh man! We're on our own. Any ideas how to get rid of 'em?

"Not unless you've got a 6-foot candy bar to tempt them with!", Gwen exclaimed as both Ben and Alex looked at each other.

"I got the window.", Alex and Ben quickly scrambled to the back as Alex slid open the window.

As Clancy held Max up by his neck, he suddenly felt the weight of the elderly man increasing. That was when a powerful smell hit him. "Come and get it!", Ben held up the San Ju Yen Pien jar in the air.

The powerful smell broke the connection Clancy had with the insects as they immediately pulled away from him and swarmed towards Ben. "Wait! No! Come back!"

Ben smirked as the insects closed in. "Fetch!", Ben exclaimed as he threw the jar out and over the railing. All the bugs spill out the window as the jar falls into the river below, leaving Clancy behind and defenseless.

"Uh...", Clancy chuckled nervously as he felt the unnaturally strong grip on his shoulder from Max's prosthetic arm. "Maybe we should talk this out over tea?", Clancy was quickly punched in the stomach hard and thrown out of the RV, crashing onto the road unconcious.

"Good! That guy was really starting to bug me!", Gwen remarks as both Alex and Ben shook their heads at her attempt at a joke.

"I'll call the police, keep an eye on him.", Max said as he went to fetch his own phone.

Gwen's face scrunched up before letting out a sneeze. "Oh no...", her voice already began stuffing up."


/End/