What does it say about someone when a "normal" day consists of fighting alien-powered bikers robbing a gas station?

To give a little more context for all you folks at home: The Tennysons were making a quick stop at a gas station on their way to the Great Smoky Mountains National Park in eastern Tennessee. Max was outside fueling the Rust Bucket (where he got the money to pay for that much fuel while he was "retired" was a mystery.) Ben was sitting inside the RV, blissfully ignorant to the world, and the girls were inside purchasing snacks. Gwen and Trixie had just come out of the store laden with bags; Gwen was slurping down an oversized slushy (one of her greatest weaknesses.)

"How do you not get a brain freeze?" questioned Trixie as she watched slurp the beverage nonstop.

"Years of practice," said Gwen, sounding strangely proudly.

Then, without warning, the garage next door exploded – the smoking shutter doors catapulted through the air and slamming into the building across the street. The sudden explosion caused everyone to literally drop what they were doing; Trixie took a quick step back before she got slushie all over her shoes.

"No! My mega gulp!" Gwen cried, clenching her fist. "Someone's going to pay for this!"

"And think we know who," said Trixie, pointing the smoke-filled garage as two familiar figures emerged.

It was Rojo and her sidekick, Amarillo – her girlfriend, Azul, was strangely missing. The Symbiote-powered criminals were coming out of the garage carrying an assortment of parts. Rojo was carrying two boxes of what looked like scrap, bolts, and gears under her arm while Amarillo was lifting an entire engine block on her shoulder like it loaf of bread. Amarillo had a of oil-stained mechanics tied up in one of her tentacles, suspending them off the ground.

"I think this is all the stuff Azul needed," Rojo said to Amarillo. "Dump the losers and let's get outta here."

"Aw, but they're kinda cute in a hot and sweaty kinda way," said Amarillo, giggling.

"Come on, you're better than that, girl," said Rojo, shaking her head disappointedly.

"Yeah, I guess you're right," Amarillo shrugged, and then tossed into the dumpster next to the garage.

"It's Rojo and…that other girl!" Gwen shouted out loud for the symbiote-bikers to hear.

"It's Amarillo!" Amarillo snapped instinctually, spinning around toward them. She did a double take when she realized she was looking at the Tennysons all grouped together and glaring them down. "Aw, you gotta be kidding me! There is no realistic way we just run happen into them in the middle of nowhere!"

"Guess you're just that lucky," said Trixie mockingly.

"We don't have time for this," said Rojo impatiently. She formed a large tendril from her back and willed it to take the engine block off Amarillo's shoulders. "You keep these losers busy. I'm heading back to the hideout."

"Running away, Rojo?" Gwen taunted. "I never took you for a chicken."

"Oh, don't worry, you'll get what's coming to you soon enough," said Rojo cryptically.

Rojo took a mighty leap and disappeared out of sight, leaving Amarillo behind to deal with the Tennyson's. The yellow-coded biker closed the Symbiote around her face, forming a nightmarish mask with a freakishly long tongue, and extended her arms to pair of organic axes.

"I'll go wake Benjamin up," declared Trixie, running back to the Rust Bucket. "How he can sleep through all of this…."

"Don't bother," said Gwen confidently as she whipped out her pocket spellbook. "I'll have this done in two minutes."

"Be careful, Gwen," Max warned.

"Against Rojo's side chick?" Gwen scoffed. "Please, this'll be a piece of cake – and I love cake. Gallius disrupt – WAAH!"

Gwen fell backwards on her butt when Amarillo extended her arm in a downward swing, barely missing Gwen, but slicing the spellbook directly down the middle. Amarillo pulled back her arm, her tongue lashing around disgustingly.

"You need shorter words, short stack!" Amarillo cackled.

"Gwen, get outta there!" Max yelled.

Rather than heeding her grandpa's advice, Gwen crawled over to collect the two halves of her spellbook. Thankfully, none of the pages were damaged; she could mend it later. But while she was distracted, Amarillo charged up to Gwen with her organic axe raised. Seeing his granddaughter in trouble, Max took the gas pump and swung it around, whipping Amarillo across the face. The yellow-themed biker was laid flat out on the ground with a disgruntledly groan, giving Gwen time to grab her spellbook and run behind her grandpa.

Amarillo gets back up, rubbing her head, and glares at the pair, declaring, "Oh, you are so gonna pay for that."

"Stay behind me, Gwen," said Max, throwing his arm protectively in front of her.

"Don't worry, grandpa," said Gwen, flipping through one half of her torn book. "I've got this. Actrupus – "

Half a dozen tendrils burst from Amarillo's chest, ensnaring Gwen and Max before she could complete the spell. The yellow biker lifted the pair off the ground and hanged them in front of her, cackling.

"Man, I can't believe I ever had a hard time with you dopes," Amarillo guffawed. "Especially you, twirp. Seriously, you're were much more threatening when you had the charm thing. Now I'm just gotta take care of you, then – "

Amarillo's word were cut short when she felt someone tapping her shoulder. She turned around…and her bravado instantly deflected when she tilted her head back to look up at Subwoofer. The alien werewolf had his arms crossed, giving her a disappointed look, with Trixie matching his stance beside him.

"…ah, crud," Amarillo moaned.

Subwoofer released a supersonic howl pointblank in Amarillo's face, sending her flying through the air into the building across the street. The yellow-themed biker slumped to the ground and collapsed facedown, unconscious.

"Oh man, one-shot!" Subwoofer cheered, high-fiving Trixie. "I am way too good at this hero stuff?"

While Max and Trixie praised Ben for a done well done, Gwen crossed her arms and huffed in annoyance.


They tied up Amarillo with a few electric cables from the garage and made a quick call to Lt. Steel before speeding away from the scene. Someone was bound to report the disturbance and they didn't want to stick around and explain things to the police before S.E.C.T. arrived.

Gwen sat at the table trying to repair the two halves of her spellbook together. Thankfully, the tome seemed to be already enchanted with an automatic mending spell. When Gwen pushed the two halves together, a purple light shimmered from the torn parts and slowly began to pull the pieces together. Unfortunately, just by the rate of the repairs, it would take several hours before it was done. You would think magic would be faster.

That's when Ben slid into the seat across from her, looking particularly smug.

"…Well?" he chirped.

"Well, what?" Gwen asked irritably.

"I'm waiting," said Ben.

"For what?" questioned Gwen.

"For my 'thank you,'" said Ben like it was obvious. "You know, for saving your butt for the zillionth time."

"I had everything perfectly handled!" Gwen refuted irritably.

"Was that before or after the yellow ranger had you strung up like a piñata?" Ben snickered.

"If I had gotten a chance to use my spells – "

"But you didn't," Ben interrupted smugly. "You know why? Because your magic tricks stinks. It takes forever for you to find the spell you want in that dumb old book, not to mention how long it takes for you to get the words out, and they only really work a third of the time."

"That's not true!" Gwen argued. "Grandpa, Trixie, tell Ben he's wrong!"

"…It is a tad time-consuming," Trixie admitted meekly.

"Hey, she's just learning," Mas said in his granddaughter's defense. "Give it time, and I'm sure you'll have all those spells memorized. Then you'll be able to shoot spells left sand right."

"Glad I don't have that problem," Ben boasted, holding up the Omnitrix. "All I gotta do is slap the watch and – BOOM! – It's hero time."

"Yeah, when you don't screw up and get Gray Matter or Pesky Dust," Gwen scoffed.

"Whatever," said Ben, rolling her eyes. "You're just jealous because you're not as awesome as I am. Face it, you were way better when you had that Lucky Charm."

Gwen gritted her teeth, growling at doofus cousin. She shot up from her seat and walked to the back of the Rust Bucket and threw herself face down on the bottom bunk. As she lay there, hugging her pillow, Gwen tried to stop herself from sniffling, blinking her eyes rapidly to keep the tears at bay….


Rojo arrived in an abandoned steel mill on the outskirts of town (seriously, where do villains find all these abandoned hideouts?) She stopped in front of the shutter door, creating another tentacle to take the crate from her right arm so that she could grab the handle. She rolled the door up long enough to let herself inside, then slammed it shut behind her, the rattling echoing off the darkened walls.

The steel mill had been abandoned since the sixties after some psycho freak was caught killing people before he got shot down by the police. Much of the equipment had been left behind for some unexplainable reason, but Rojo wasn't going to look a gift horse in the mouth. She lugged the stolen goods and engine block to the back of the mill, past the maze of conveyor belts and smelting pits, until she found her blue-themed girlfriend intensely focused on rewiring a gigantic machine with multiple tendrils.

"Honey, I'm home," said Rojo playfully, dumping the engine and crates on the floor.

"You were gone for a long time," said Azul. She pulled away from the panel, wiping the sweat from her brow, and turned around. She noticed her girlfriend, but also realized there was a distinct lack of yellow. "Where's Amarillo?"

"Bad news," said Rojo, frowning. "The Tennysons are in town."

"Seriously?" Azul sighed exasperatedly. "How do they always show up when we don't want them? I'm guessing Amarillo got caught then?"

"Probably," said Rojo, shrugging. "We'll bust her out later. Prisons are practically revolving doors for us."

"Ain't that the truth," said Azul. She extended a tendril from her shoulder and picked up the heavy engine block with ease. She fabricated two more tentacles and lifted herself up ten feet in the air around the machine's midsection, opening another panel and began installing the engine.

"How long till this puppy's finish?" asked Rojo.

"This is alien tech we're dealing with," said Azul. "If it wasn't for our slimey pals, I wouldn't even know what I'm doing."

"We are not slimey!" Skaath hissed in Rojo's ear.

"Yeah, yeah," said Rojo, shrugging off her symbiote. "Think you can get it done by tonight?"

"If you stopped being lazy and helped," said Azul pointedly.

"Good," said Rojo, stretching her hand to pick up a wrench. "If the Tennysons are here, I wanna send them a little gift to show our appreciation…."


It was already night time when Max parked the Rust Bucket in the middle of the Great Smoky Mountains National Park.

"We're here," Max announced.

Ben was the first one out of the RV, stretching his arms above his head with a grunt. Trixie came out after him, followed by Max. Gwen was the last to step off the Rust Bucket, still in a sour mood from earlier.

"Nice spot, grandpa," Ben complimented, taking in the view. "It reminds me of that camp from the first day of summer."

"I knew you'd like it," said Max. "The weather is supposed to be clear for the night, so this is the perfect chance to camp out under the stars. Ben, why don't you help me set up the tent?"

"On it, grandpa," said Ben, raising his hand prepared to slap the Omnitrix. "This'll only take a few seconds from Fasttrack – "

"Decouple Omnitrix," Trixie interjected.

Ben did a double take as Trixie grabbed his arm and ripped the Omnitrix off his wrist like a Band-Aid, which caused a sharp sting on his skin.

"Ow! What was that for?" Ben complained.

"I want to update the Omnitrix's software," Trixie informed him, rolling the watch in her hands to examine it. "Maybe I can do something to reduce the randomizer matrix when you slap the Omnitrix unnecessarily hard."

"Did you have to take it off?" Ben groaned.

"Would you rather sit still for an hour?" Trixie retorted knowingly.

"…Ugh, fine," Ben reluctantly relented.

"It's fine, Ben," said Max, touching his grandson's shoulder. "We can set up the tent the old fashioned way."

"Oh man, this is gonna take forever," Ben moaned as Max opened the RV storage space to retrieve the tent parts. Suddenly, an idea came to him, and he rounded to his cousin, she was moaning against the Rust Bucket. "Hey, Gwen, can you use a spell toe set everything up. Not like you're magic's good for anything else?"

Gwen glowered at Ben furiously, her teeth gnashing and her fists clenched. Before Ben knew how to react, Gwen marched over and gave him a harsh shove, knocking him flat on his back. Ben stood up, rubbing his head, as Gwen stomped into the woods, disappearing behind the trees.

"Geez, what's her problem?" said Ben.

Trixie and Max just shook their heads disapprovingly.

"Stupid Ben," Gwen grumbled while stomping through the woods, stopping for a moment to kick a tree. Not the smartest thing she's done and now she has a broken toe for her troubles. "Doesn't that dweeb know how hard it is to learn magic. It's not I have a space watch that can let me turn into a bunch of aliens whenever I want. He wouldn't even be a hero if it wasn't for the watch. If I had the Omnitrix…."

That's when the proverbial lightbulb went off in her head: she had hatched an idea. A fiendishly mischievous idea she wouldn't normally entertain. And it could work, too. The watch was off Ben's wrist right now, and the doofus would be spending the next half-hour trying to figure out the complexities of pitching a tent with grandpa.

It was only fair, right? She found the Omnitrix the same time Ben did. And it's not like she was going to keep it forever; she just wanted to prove a point.

That's what Gwen told herself as she started walking back to the Rust Bucket.


Gwen pressed herself against the massive fir tree (or was it spruce? Hard to tell), cautiously peeking around trunk toward the campsite. Max was hamming the tent pegs into the dirt while Ben was reading the set up instructions…until he realized they were upside down. Both of them had their backs to her. Gwern seized the opportunity and stealthily made her way to the RV. For once, Gwen was grateful for her doofus cousin's habit of leaving the door open; the creaking hinges would've made too much noise.

Gwen crouched low behind the table seats where Trixie was sitting, reclining casually with her feet on the table. She was watching an old cereal commercial on the overhead TV.

"Silly Lucky Captain Rabbit King! Lucky Captain Rabbit King cereal is for the youth!"

"Human children are so cruel," Trixie commented.

Well, she seemed good and distracted, Gwen thought. The sorceress-in-training scanned the RV and spotted the Omnitrix sitting on the counter next to the sink. It was hooked up to Trixie's laptop, which was ten percent into its software update. Normally, Gwen wouldn't have disconnected the Omnitrix while in the middle of an important update, but she knew that it would go straight back to Ben once it was finished. This was her only chance.

Gwen disconnected the cable; the program on Trixie's computer stopped and flashed red with an alert. Gwen closed the laptop before it could make a sound. Gwen checked on Trixie one last time, but she was fully engrossed in another commercial advertising Mung Daal's Catering Company. She quickly exited the RV, looked around to see Ben and Max were still stumped with the tent, and made a break into the woods.

She ran for what felt like a mile, wanting to put a sizable distance from her family before she was discovered. She finally came to a stop, taking a moment to catch her breath, and looked at her prize. She had seen the watch every day all summer, but she didn't realize it had some weight to it. Ben must have a daily cardio to carry it around so effortlessly.

"Okay, watch," Gwen said to the Omnitrix. "Time to show everyone what happens when someone with a brain wears you…. So, do I just slip it on or…?"

She flipped the Omnitrix around in her hands, like she expected to find some kind of latch or button. But to her surprise, the watch suddenly split apart like it was made of putty and latched itself on her left wrist. She hissed as the Omnitrix tightened around her arm, enough to keep it from coming off without cutting her circulation. Strangely enough, it definitely felt it had become infused with her skin, in a way that a Band-Aid would.

"Okay, that's a weird feeling…," said Gwen, feeling slightly uncomfortable. "So, the watch is on now. Might as well give it a test run. How did Ben turn this thing on again…?" She poked at the Omnitrix a few times, really wishing she had paid attention when Ben did it, until the dial finally popped up. "Huh, okay, so far so good. Let's try one of these bad boys out…."

She turned the dial, flashing through the various silhouettes of various aliens. Gwen frowned. She could make out the basic outlines of some aliens, but couldn't figure out the rest.

"How does Ben know which alien to use?" Gwen complained. "They all look the same. Guess I better just pick one and find out."

Gwen raised her hand, imitating her cousin, and slapped down the dial. There was an explosion of green light that briefly blinded her. When the daze cleared, she looked down at herself, finding her hands made of magma and her skin replaced by burning rock. She had become Heatblast! Only her arms were thinned and her body was noticeably slender compared to the buff pyro warrior Ben always turned into.

"Cool! Heatblast!" Heat-Gwen cheered. "Man, now I totally get what Ben was saying. It feels like I'm on fire, but I'm not. Really freaky. Well, now that I've got the alien transforming thing down, let's try out some awesome fireballs. Now where's the best place to do it. Don't wanna start a fire like the doofus did. How 'bout…."

She turned around in place, looking for a spot where she could safely throw some steam (or flames.) It took a couple rotations before she found a giant rock jutting out of the ground between the trees.

"Perfect," said Heat-Gwen, holding out both hands. "Here comes the heat!"

Heat-Gwen screwed up her face and willed the flames to form into a ball and fly at the rock…but nothing happened. Not even a puff of smoke. Blinking, Heat-Gwen screwed her face again and tried to force the fireball into creation. Again, bupkis. She tried again and again until she looked like she was constipated, but nothing would come out. Even the tiniest of sparks would have been satisfactory! After two solid minutes with nothing to show for it, Heat-Gwen dropped her arms with a groan.

"Oh, come on!" Heat-Gwen complain. "How could Ben do it so easily? Is this alien busted or something."

Heat-Gwen threw up her arms with a frustrated groan…and suddenly launched a giant fireball into the sky. The female pyronite gapped as the great ball of fire arced in the air and came back down, completely engulfing a nearby cider tree. The tree blazed like a beacon in the night sky, flames spreading across the branches and breaking off. The burning branches on the ground tried spreading to the rest of the trees, but Heat-Gwen quickly kicked dirt to snuff them out.

"Oh man, this isn't good," Heat-Gwen groaned. "Hope Ben and grandpa don't find out…."


Ben took a step back from the "tent" and looked at the instructions again.

"Uh, grandpa, are you sure you know what you're doing?" asked Ben. "I'm pretty sure a tent's not supposed to be shaped like an upside-down pyramid."

"It's just this newfangled tent I bought at the mall a couple weeks ago," Max grunted while trying to force the tent poles to bend. "I must be defective or something."

"Or something," Ben remarked. Suddenly, a bright light appears in his peripheral, causing him to turn to the right. He spies an orangish-yellow along with a thick plume of black smoke. "Whoa, what's going on over there?"

"Looks like some darn fool camper started a forest fire," said Max disapprovingly while detangling himself from the "tent."

"Which means it's hero time," said Ben enthusiastically, throwing away the instructions and heading into the Rust Bucket. "Just gotta go Arctiguana and – "

But when he stepped inside, he found the space by Trixie laptop empty while the laptop itself was shut. That was weird, Ben thought. Trixie would've told him if the Omnitrix was finished update. The green-and-black haired girl herself was watching an old episode of Foster's Home for Imaginary Friends while snacking on Grandpa Max's dung beetles.

"Hey, Trixie, where's the watch?" asked Ben.

"Next to the computer," answered Trixie without turning around.

"Well, it's gone," Ben pointed out.

"What're you talking about," said Trixie, finally turning around. "The Omnitrix is right – " She cut herself off as Ben gestured to the empty space on the counter, jumping out of her seat in a panic. "The Omnitrix is gone!"

"I know!" shouted Ben.

"Where could it have gone?"

"How should I know?"

"Ben, Trixie," Max interrupted, poking his head inside. "Have either of you seen Gwen? I can't find her anywhere?"

Ben and Trixie slowly turned to each other, both automatically knowing what the other was thinking.

"You don't think…," Trixie started slowly.

"Only one way to find out," said Ben seriously.

Ben suddenly lunged for the cabinet under the sink and pulled out a fire extinguisher. Max moved out of the way as his grandson leapt from the RV and ran off into the tree towards the fire.


"No, no, no, no, no, stop, stop!" Heat-Gwen cried.

The fire had jumped from the first tree's branches and spread to four more trees, which were starting to spread to others. She racked her brain trying to figure out how she – an alien made of fire – was going to put out the fire. She tried doing that one trick Ben pulled where he absorbed the heat into herself, but even as she held out her arms and mentally commanded the flames to come to her, nothing happened. With all her options running out, she did the only thing she could think of: she blew on the flames.

Somehow, that made them spread faster.

"Aw crud, this isn't happening!" Heat-Gwen moaned, magma hands flying to her head.

"Gwen!"

Just when she thought it couldn't get any worse, her dweeb of a cousin came running through the trees armed with a fire extinguisher. He blasted spurts of foam on pockets of fire on the ground as he ran up to her, grounding his heels to a stop once he stood in front of the female Pyronite. His eyes immediately honed in on the Omnitrix symbol on her chest; Ben glared and blasted her in the face with the fire retardant foam, snuffing out her flaming head.

"Hey, what's the big idea, doofus!" Heat-Gwen sputtered.

"That's my line!" Ben retorted. "Why did you steal the watch? Take it off!"

"Uh, a little busy at the moment!" Gwen retorted, gesturing to the raging flames. "Or did you not see the out of control forest fire?"

"That's what happened when an inexperienced noob plays with something dangerous," said Ben.

"That's rich coming from you, dweeb!" Heat-Gwen snapped. A flaming branch broke off from a tree above and hit the ground between them, making the cousins step back. "Oh man, this is it? The whole place is gonna go up in smoke and it's all my fault!"

"Okay, okay, calm down," said Ben level-headedly. "You're Heatblast now. You can just absorb the fire."

"I tried that, but it didn't work!" cried Heat-Gwen.

"Relax, all right…," said Ben calmly. "Now, hold out your hands and imagine yourself sucking everything in, like you're taking a deep breath. It helps if you actually do it."

"Oh…Okay, I'll try," said Heat-Gwen uncertainly.

Heat-Gwen held her hands out to the raging inferno and closed her eyes. She took a deep breath and imagined herself sucking up everything like Ben told her…and sure enough, there was a pleasant heat growing in her body while her surroundings suddenly felt cold. When Heat-Gwen opened her eyes, she found the blazing fire had disappeared into thin air, leaving behind a few charcoaled trees. The female Pyronite blinked once…twice…then jumped up, punching her fist into the air with a whoop.

"Holy cow I did it!" Heat-Gwen cheered. "I stop the - PHBBT!"

Heat-Gwen sputtered; Ben had blasted her in the face with foam again, eyes flat with an unimpressed look.

"You are in so much trouble when we get back to the RV," Ben warned her.


Gwen sat on the log around the campfire, twiddling her thumbs nervously. The Omnitrix had timed out, so she was her normal scrawny self. Gwen felt like she had been sent to the principal's office – she never gets sent to the principal's office! After a few minutes of uncomfortable silence, Gwen carefully raised her head. Ben, Trixie, and Max were all sitting around the campsite, glaring at her. Actually, only Ben was glaring at her. Her grandfather looked disappointed and Trixie maintained an unreadable expression.

"I'm so disappointed in you, Gwen," Max told her. Yup, that confirms it. "Not only did you steal the Omnitrix without asking, but you almost got yourself and others hurt. This is the kind of stunt I would expect from Ben, not you."

"Yeah – HEY!" Ben shouted indignantly.

"Why did you steal the Omnitrix anyway?" asked Gwen curiously.

"I just…wanted to try it out, you know," said Gwen, trying to play it off casually. "See what the big deal was."

"Well, you had your fun," Ben huffed. "Now it's time to give it back! Trixie, take the watch off her!"

"No, wait!" Gwen shouted before Trixie could give the decoupling code. "L-Let me just keep trying this for a little while longer! I'll give it back later, I promise!"

"Gwen, the Omnitrix isn't a toy," said Max disapprovingly. "It's incredibly dangerous in the wrong hands."

"I'll be careful!" exclaimed Gwen.

"You almost set the forest on fire," said Ben pointedly.

"So did you the first time you put the watch on!" Gwen retorted.

"She's not wrong," Trixie commented.

"Gwen, seriously, you need to give that back," Ben demanded. He marched over to his cousin and started pulling on the Omnitrix like it would magically come off if he pulled hard enough.

"Let go, you doofus!" Gwen shouted, pulling back. "You're gonna tear my arm off!"

"I need the Omnitrix!" said Ben as the two went back and forth in their little game of tug-o-war. "Before some bad guy shows up – "

As if waiting for its cue, an explosion went off in the distance. Ben was caught off-guard and unconsciously let go of the Omnitrix, causing him and Gwen to flop on their backs. The two sat up and looked over the tops of the trees as a thick plume of smoke wafted into the night sky.

"What was that?" questioned Gwen.

"The park's campsite is in that direction," said Max gravely. "Dozens of people of people are staying over there. They could be in trouble."

"Now will you give the watch back?" Ben demanded Gwen.

"No way!" Gwen shook her head aggressively. "Now you'll get to see what I can really do!"

Gwen activated the Omnitrix and slammed down on the dial without looking before Ben or Trixie could get a word in edgewise. When the blinding flash of green light faded, they looked up and discovered that sorceress-in-training had transformed into Diamondhead. Much like Heatblast, the female Petrosapien was slender compared to Ben's bulky form and white-and-black bodysuit was swapped for a white-and-blue pattern.

"Diamondhead – nice," Diamond-Gwen said appreciatively, flexing her silicon muscles. "I can work with this."

"Gwen, I don't think this is a good – " Max started.

"Sorry, grandpa, can't hear you!" Diamond-Gwen called back as she sprinted off into the distance. "Too busy being a hero!"

"Gwen!" Max cried.

"This doesn't bode well," said Trixie, frowning. "Despite what she says, she doesn't share the same level of experience as you, Benjamin."

Ben gritted his teeth, frustrated that his cousin had not only stolen his Omnitrix, but she was running off into danger without a clue on how his aliens worked. If something happened to her….

Ben pivoted on his heel and ran back to the Rust Bucket, looking around until she found Gwen's spellbook lying on her pillow. Thankfully, the tome had finished mending itself. Ben snatched up the book, jumped out the RV, and ran after his doofus of a cousin before Max and Trixie could stop.


Ben ran as fast as his legs could carry him, wishing he could just turn into Fasttrack to spare his aching human legs. He heard another explosion as he started to reach the other side of the tree line. He burst through the brush into the open, stopping for a moment to catch his breath while letting Max and Trixie catch up.

A dozen or so RVs line the Rust Bucket were lined up in the middle of the clearing, though most of them had been blown open and the rest were on fire. Campers who had been hoping for a peaceful night were scurrying into the woods like cockroaches, screaming for their lives. The monstrosity responsible for this destruction shot a laser at another RV, causing it to explode in a burst of flames. The Tennysons followed the direction of the laser and gasped.

One of Vilgax's Mechadroid stomped through the campsite, crushing more vehicles with its giant insect-like legs. There was a moment where the Tennysons were afraid that Vilgax had returned (especially when Ben didn't have the Omnitrix.) But as the flickering flames lit up the droid, they started to see some noticeable differences to the ones they've faced in the past. For starters, the entire body had been graffitied with flames and skulls and cartoon characters like a group art protect. Two of its legs were made from a combination of different metals welded together, its left arm was an excavator claw, its left eye looked like it belonged on a searchlight, and its chest was exposed, revealing half a dozen engine blocks and several car batteries.

"Is that one of Vilgax's drones?" asked Ben.

"I don't think Vilgax painted his drones with hot rod flames," Trixie remarked.

"I'm willing to bet dollars to donuts that's why Rojo's gang was stealing those parts earlier," said Max certainly.

"Where's Gwen?" asked Ben, looking around worriedly.

"There she is!" shouted Trixie, pointing ahead.

The revamped Mechadroid had picked up a park ranger who had been helping a woman who had tripped when a wooden tables was thrown at its head, smashing the furniture to splinters The Mechadroid dropped the park ranger and craned its head. Diamond-Gwen picked up two tires and threw them at the Me3chadroid's head again, which didn't do much, all things considered.

"Leave them alone!" shouted Diamond-Gwen. "You wanna pick on someone, try me on for size."


Meanwhile, Rojo and Azul were watching the scene from an overhead cliff. Azul was manipulating the Mechadroid using a modified game controller retrofitted with a video screen. Azul commanded the Mechadroid to do a quick scan of the attacked, confirming the Omnitrix symbol on their chest.

"Looks like the kid showed up, just like you thought, babe," said Azul.

"Sweet!" Rojo cheered. "Now tear that runt to pieces so we can take that watch from him."

"I don't know," Azul hummed uncertainly. "Does something seem a little…off about him?"

"Who cares?" said Rojo impatiently. "Just blast him already!"

Azul rolled her eyes and pressed a button –


The Mechadroid turned sharply, holding out its right claw, and shot a laser at Diamond-Gwen's chest. The female Petrosapien was blown off her feet and sent crashing through one of the few RVs that hadn't been pulverized. The Mechadroid followed up with another laser that blew up the vehicle.

"GWEN!" Ben screamed in terror.

A few moments of tense silence before Diamond-Gwen burst out of the wreckage, thankfully unharmed, her hands sharpened to a point.

"I'm okay!" Diamond-Gwen, then showed off her bladed hands. "And look! I figured how to change my arms! This alien stuff isn't so – "

Another laser hit the ground at Diamond-Gwen's feet, creating an explosion that launched her through the air and landed on her back. Diamond-Gwen sat up, shaking her head free of the daze, and glared at the modified Mechadroid walking towards her. The female Petrosapien sprang up and ran at the drone, swinging her blades hand. But the Mechadroid hopped over her attack, spinning its legs, and came crashing down on top of Diamond-Gwen. Now pinned down by one of the Mechadroid's legs, Diamond-Gwen struggled in vein to break loose.

"Come on, come on, make a crystal spike or wall or something, you stupid chandelier!" Diamond-Gwen grunted. The Mechadroid pointed its right hand at her face, charging up its laser. "Ooh, not good…."

As the Mechadroid shot it's laser at point-blank range, Diamond-Gwen instinctually raised her arm to defend herself. To everyone's surprise, the laser bounced off her arm and recoiled back to the drone's left shoulder. The Mechadroid was taken aback, stepping off of the female Petrosapien while investigating the damage done. Gwen looked at herself as well; a proverbial light bulb going on in her head.

"Of course, the power of refraction," she said in awe. Diamond-Gwen jumped to her feet, staring down the Mechadroid, and taunted. "Let's go, ugly! Hit me with your best shot!"

The Mechadroid took the bait and pointed it right, arm, firing its laser on the female Petrosapien. Diamond-Gwen raised her pointed arms up in defense. The laser reflected off her silicon surface, initially shooting into the forest and cutting down several trees, until Gwen altered her stance and shifted the direction of the beam.

"What comes around goes around!" shouted Diamond-Gwen.

Diamond-Gwen moved her arms around until the laser beam returned to the Mechadroid, cutting it diagonally through its center where the engine and batteries were. The Mechadroid was severed into many pieces and fell to the ground in a heaping pile of metal and wires.

Diamond-Gwen slumped forward, exhaling an exhausted sigh of relief. She had managed to defeat her first villain as an alien…and it was a lot tiring than it looked. Not a moment later, the Omnitrix made its warning beep and transformed Gwen back to human in a burst of red light. Gwen groaned weakly, her arms hanging like limp noodles at her side as her family grouped around her.

"Okay, not exactly the best start," said Gwen, rubbing her arms while trying to sound optimistic. "But with a little practice, I'm sure I'll get hang of it."

"Gwen, enough," said Max disapprovingly. "It's time to give the Omnitrix back to Ben."

"What? Why?" Gwen complained.

"Cause you almost got creamed out there!" shouted Ben. "If it wasn't for Trixie saving your butt – "

"Oh, like you were such an expert when you first went alien," Gwen glowered.

"Be that as it may," Trixie interjected, stepping between the cousins. "Right now, Benjamin has the most experience using the Omnitrix. He knows the ins and outs of each alien. And will villains like Rojo or Vilgax after it, logic dictates it would be better to put the Omnitrix in the hands of the person with the greatest experience."

"Yeah, so give me back the watch!" Ben demanded. He reached into his pocket and pulled out Gwen's spellbook. "Here, take your dumb book back. We need a real hero, not a clown for birthday parties."

"Ben/Benjamin!" Max and Trixie shouted in unison.

"What?" Ben sputtered, looking around cluelessly. When he looked back at his cousin, her face was scrunched up and bright-red, but there were also…tears in the corners of her eyes. This took Ben aback. Before he could say anything, Gwen shoved him to the ground again and ran into the forest. Ben sat up, scratching his head.

"What was that about?" asked Ben.

"You need to apologize to your cousin, Ben?" said Max seriously.

"What? Why?" questioned Ben. "She stole the watch."

"And it's going to stay that way until you give her a sincere apology?" said Trixie firmly.

"But that's not fair!" Ben complained, getting up and stomping his feet.

"Go!" Max said in a tone that left no room for argument.

Ben grimaced and grumbled, stuffing his hands into his pocket as he trudged into the forest after his cousin.

None of them realized that the Mechadroid, though defeat, was still transmitting visual through its eyes….


Rojo and Azul stared at the screen with peaked interest.

Rojo had initially been upset that their hard work had gone to waste (she ripped a tree out by its roots and tossed it off the cliff), but her attitude quickly changed when Azul showed her the moment the Omnitrix powered down. She was intrigued to find that it was the spellcasting girl who was wearing the watch – not her snot-nosed cousin. Rojo really wished they had installed audio into the Mechadroid. From the look of things, the Tennysons got in a huge argument that resulted in the redhead pushing Ben down and running into the woods.

"I thought something seemed off about that alien," said Azul. "The other kid would've put up more of a fight."

"The girl has no experience wielding the Omnitrix," Skaath whispered in Rojo's ear. "And she is alone in the forest. This could be our best chance to retrieve the Omnitrix and deliver it to father. I promise, he will reward you handsomely for your…invaluable assistance."

"Looks like this wasn't a total waste after all," said Rojo, grinning maniacally.


"Stupid Gwen, making me come all the way out here looking for her," Ben grumbled, kicking a rock as he went. "I didn't even do anything wrong, and I'm supposed to be the one apologizing. Hmph, when I find her, I'm gonna give her a piece of my – "

Ben stopped when he suddenly heard a strange noise from one of the trees on his right. It sounded like…crying. Really familiar crying. He pinpointed where the sound was coming from and apprehensively approached. He carefully peeked around the tree trunk…and discovered his doofus cousin sitting on the ground, arms wrapped around her legs, face buried in her knees, sniffling. The sight made Ben uncomfortable. He so used to seeing her angry or laughing at his face, but this…this was uncharted territory.

"…Gwen?" Ben chimed nervously.

Gwen gasped and looked up, her watery eyes meeting Ben's. She automatically scrambled to her feet, wiping her eyes on her sleeve and pretending nothing happened.

"What do you want, dweeb?" Gwen huffed, turning her head sharply away.

"We're you…crying just now?" asked Ben worriedly.

"What? Crying? Get real!" Gwen scoffed dismissively.

"Is this about the watch?" asked Ben. "Look, I know it's cool that you want to go alien and all, but – "

"I don't care about watch," Gwen argued.

"If you don't care about the watch, then why'd you take it in the first?" questioned Ben.

"I don't know!" Gwen groaned, throwing her hands in the air in frustration. "I just figure if, maybe I could be the alien hero for once, then you'd finally respect me."

"Respect you?" Ben parroted. "Of course I respect you. Don't tell anyone I said this – I'll just deny it anyway – but you're awesome. You're smart, you're athletic, and you can do magic! I can't do anything of the stuff you can do! Without the Omnitrix, I'm just a plain old kid! I have nothing but respect for you, Gwen, especially after this summer."

"Well, you don't act like it," said Gwen pointedly.

"What? You mean the jokes – "

"They aren't jokes to me, Ben!" Gwen snapped, making her cousin reel back. "Do you know how hard I have to work every day, practicing spell after spell only to get half of them right, and the other half blowing up in my face? I'm doing my best every day trying not to fail. And there you are, being a hero with your fancy space watch like it's no big deal! And having you make fun of me all the time doesn't make it any easier!"

"Whoa, Gwen, I'm…I'm sorry," said Ben, surprised by the outburst. "You know I don't mean any of that stuff, right?"

"How'm I supposed to know?" Gwen retorted angrily. "You always make fun of me, or embarrass me, or do something stupid to get me upset! And sometimes…." She visibly deflated, looking down at the ground. "Sometimes the things you say really hurt, Ben."

"Gwen, I…I didn't mean…," Ben stammered uncomfortably, at a loss for what to say.

"Trouble in paradise, kids?"

The Tennyson cousins gasped and turned around, standing shoulder to shoulder. Rojo and Azul appeared from the shadow of the trees, the former with her hand sharpened into a blade and the latter forming a hammer.

"Rojo and…that other one!" cried Ben.

"It's Azul!" Azul shouted in annoyance. "What is that so hard?"

"Ben, which alien do I turn into?" asked Gwen as she tapped the Omnitrix frantically.

"The watch need to recharge, remember?" Ben pointed out.

"No fair!" Gwen complained.

"No kidding," said Ben.

"Quick, grab the Omnitrix before they get away!" hissed Skaath.

"Yeah, yeah, I got it," said Rojo, waving off her parasitic partner and facing the children. "Come on, little lady, we've got places to be."

Ben looked around for something to defend them with, but the best he could find was a tree branch. Nevertheless, he charged at Rojo and Azul with a loud battle cry…before Azul casually slapped him aside, throwing him into a nearby tree and watching him slump to the ground.

"Ben!" cried Gwen.

"You got other things to worry about, runt," said Rojo tauntingly. She grabbed Gwen's wrist (the one with the Omnitrix) and hoisted her off the ground. The redhead kicked her legs for all the good it did, now regretting she didn't take back her spellbook when Ben offered it to her. Rojo hummed as she looked at the Omnitrix. "Hmm, so…how're we supposed to get it off?"

"I got some 'special tools' back at the hideout that should work," said Azul.

"I like the way you think, babe," said Rojo, grinning maniacally.

Ben pushed himself up by his elbows, grimacing from the sharp pain in his back, then looked around as Rojo and Azul carried his cousin off into the darkness, Gwen kicked and screaming the entire way.

"Gwen…I gotta do something," Ben groaned, forcing himself to sit up. "But how? I don't have the watch."

Suddenly, he remembered he did have something stuffed in his right pocket: Gwen's spellbook. Now Ben would be the first to admit he didn't know a lick of magic, and there was a good chance the book was completely useless for him, but he didn't have any other option. He could go back to Trixie and grandpa, but as he looked up and saw the silhouettes of Rojo and Azul getting further and further away, there was a chance he might lose them. And then it would be too late. Gwen would….

"This is probably the dumbest thing I've ever done," Ben moaned, then got up and ran after the villains.


Ben chased them to the other side of the forest and to an abandoned steel mill on the outskirts of town. He watched Rojo and Azul enter through the shutter door and locked it behind them. Luckily, there was a broken window on the side of the building that was accessible with a pile of crates. After avoiding the broken glass, he fell a few feet and landed inside the steel mill in a crouch.

Ben quickly crept around the steel pipes and heavy machinery to the open area of the derelict smelting pit. The boy pressed himself against the conveyer belt and carefully peeked over. Rojo and Azul were standing on the catwalk with their backs to him. Both of them were craning their heads up at Gwen, whose arms were bound in chains and left hanging from a hook.

"Quit squirming, runt," said Rojo, leaning her head back to dodge another of Gwen's kicks. "Trust me, this isn't going to hurt a bit."

"That's a lie," said Azul, who had brought out a rotary saw and gave it a quick, threatening spin. "It's gonna hurt a lot."

"Uh, can we just slip the watch off?" Gwen chuckled nervously. "I – I know the code – "

"And where's the fun in that," chuckled Rojo.

Ben ducked down behind the convey belt and started frantically flipping through Gwen's spellbook while listening to Azul power up the saw.

"Come on, come on, there's gotta be some kind of cousin-saving spell in this book somewhere," said Ben, eyes darting rapidly between the pages. "Ugh! I don't understand any of this junk! How does Gwen read any of this? Guess I got no choice but to try them out and hope for the best."

Azul was approaching Gwen while Rojo was holding the girl's legs to keep her from kicking. The sawblade came dangerously close to Gwen's wrist when –

"Hey, losers!" Rojo and Azul swerved around in surprise; the saw clicked off when Azul took her hands off the trigger. They looked down at the ground floor to see Ben standing out in the open with his fists on his hips. "Nobody messes with my cousin except me!"

"Ben, get out of here!" cried Gwen hysterically. "You'd don't have the watch, remember!"

"I can handle these chumps without it," said Ben confidently.

"Boy, you really have a death wish," Rojo snickered, letting go of Gwen. "Back in a second, twirp. I owe your cousin little payback."

Azul dropped the sawblade and hopped over the railing with Rojo. Ben took a cautionary step back as the Symbiotic pair landed on ground level, cracking the stone pavement beneath their feet. Ben quickly opened up the spellbook to a random page, holding out his hand like he had seen Gwen done before, and read aloud:

"N-Notgnihsaw Amikay!"

Nothing happened. Panicking, Ben flipped through the pages again as Rojo and Azul closed in on him, both smiling wickedly.

"Come on, come on," Ben groaned, stopping on another random page. "Uh – Uh, Vitalis Eruptum!"

Again, nothing happened.

"Work, you stupid book!" Ben yelled, flipping through the pages again.

"Man, this is just embarrassing," Rojo cackled as she and her girlfriend towered over Ben, their hands molded into organic weapon. I almost feel bad for the little guy. Almost."

"Last chance," Ben muttered to himself as Rojo and Azul raised their weapons. "Please let this work…. Pardicitus metalliarka!"

This time, something actually happened. A bright beam of green energy flew out of Ben's hand and hit Rojo and Azul, coating them in an aura of the same energy. The two women paused, looking over themselves. At first, it seemed like the spell hadn't affected them…. That was until they heard the ominious creaking all around them.

Suddenly, a steel pipe broke off from the wall and plastered itself against Rojo's shoulder. Then the metal conveyer belt snapped and flew over to Azul, wrapping her up like a blanket. The metal railing from the catwalk bended and broke off, flying to Rojo and binding her up, followed by the catwalk itself. Before they knew it, metal objects from all over the factory were flying at the biker duo, piling on one after another. Even the metal chains holding Gwen snapped and flew off, dropping Gwen to the floor.

When it was over, Ben and Gwen stared in awe at the giant cocoon of melded metal that had taken shape in the middle of the mill. Two angry voices could be heard inside the ball of metal, meaning that Rojo and Azul were still alive and very furious.

"…I take it all back," Ben said to Gwen across the room. "Magic is awesome!"

"Told ya!" said Gwen cockily.


When the next day arrived, Ben breathed a sigh of relief when Trixie clamped the Omnitrix securely on his wrist.

"And that should do it," said Trixie while doing a last minute check on her laptop. "The new software had been uploaded, so it should minimize the chance of getting a random alien…hopefully. Still, I would strongly recommend against slapping it too hard."

"Like that's going to happen," Ben laughed.

"I'm just glad everything's back to normal," said Max appreciatively as he drove the Rust Bucket out of the Great Smoky Mountains National Park. "And let's try to keep it that way from now on."

"No problem with me, grandpa," Gwen chirp happily as she flipped through the pages of her spellbook.

"Hey, Gwen, listen," said Ben, sliding into the seat across from his cousin. "I just wanna say…I'm sorry about what I said before. You were right: magic is way harder than it looks. I really got lucky that last spell worked."

"Yeah, you did," said Gwen amusingly. "But I guess going saline isn't as easy as slapping on a fancy watch. How do you keep track of how each alien power works?"

"It takes a lot of practice," said Ben. "Just like memorizing all those awesome spells."

"What do you say we both stick to what we're good at," Gwen suggested.

"Couldn't have said it better myself," Ben agreed.

The Tennyson cousins shook hand to solidfy the agreement, feeling a greater appreciation for one another.


I always hated the idea that Gwen was just automatically better than Ben for no reason, so I put her on par with Ben the first time he used the Omnitrix in this chapter.

Ultimate Ben 10K proves that Ben as the potential to use magic, but not the aptitude for it. It's not something I envision him using on the regular like Gwen, but something his future self will have in his back pocket in case of an emergency.

Next episode: 10-4 Good Ed