Gotham City. The City of Night as some call it. It was the perfect city to hide within the shadows, and for those who wish to cause havoc and mayhem. Such as tonight. Gotham had many buildings dedicated to great valuables, the wealthiest people had their gathered riches stored in these places.

One of the guards rubbed his eyes, clearly being rather fatigued. His shift was nearly over and he'd have the weekend off. He was glad for that.

"Oh...man. What a night..." He grumbled.

"Haven't been sleeping?" Another guard questioned.

"Nah...just had a bunch of things to take care of. A whole bunch."

"Well, hopefully, you get some shut-eye. Your wife will have your head if she founds out you were neglecting yourself."

"Heh. You're not wrong." He laughed.

"So, did you hear the latest news about Gotham?" The other guard asked.

"Nah. I'm too busy working."

"Ah. Well, seems like a certain villain has been making a mess. The Ratcatcher."

"Oh? Is it that rat guy? Didn't he escape from Arkham recently?"

"Yup. And now, he's on the prowl. Seems like the guy is robbing places."

"Great. That's just what we needed." The guard rolled his eyes, knowing this was just going to add on to his stress. "I hate this job sometimes."

"Well, if you need any help, just let me know."

"Thanks. Appreciate it." The guard nodded his head, walking off to do his usual duties.

Meanwhile, in the vents, a group of rats was scurrying along, sniffing the area for their master's prize. They were looking for a particular room. Eventually, one would stop, finding a room that was locked and sealed off. And inside, a golden statue of a panda, one that was quite big and bulky.

They simply let out squeaks, obviously communicating as they were here to do one thing and one thing only. But it was something that had to be done at another time. Another time rather soon.

The rats would make their way back, returning to the vents, heading off and leaving the area.


As a new day arose, the Rustbucket found itself at Gotham City, arriving at it for the next summer vacation spot. It was a bustling city, filled with various things to do, especially during the day. The city had a lot to offer, especially for Ben, Gwen, and Jon.

"Oh, Gotham City. So many fun and exciting things to do. Museums, parks, and best of all - a comic book convention!" Max listed off the places to go.

"Awesome!" Ben was ecstatic, ready for a fun day. "And there's tons of stuff I wanna buy, too. It's gonna be a great day!"

"We can't do all that stuff today, Ben. We have to get some supplies and a place to stay." Gwen told him.

"I can help with that, grandpa." Jon offered.

"Really? That would be very helpful, son. Thanks." Max thanked him, glad that Jon was willing to help him.

"Heh. No problem."

"You should go with Ben, Jon. He might need help looking for the items he wants. After all, you have super-strength and everything." Gwen suggested.

"Good idea. I'll make sure to keep him in check." Jon agreed.

"Hey! What's that supposed to mean?!" Ben exclaimed.

"That you'll need someone to make sure you don't cause a scene." Jon pointed out, making him pout.

"I'm not going to cause a scene."

"Right. Sure."

"Let's just focus on the tasks at hand, Ben." Gwen said. "You and Jon are going to be shopping while Max and I find a place to stay."

"Okay. I guess we'll see you two later then." Ben said.

"See ya later, dudes."

And so, the three would separate, with Max and Gwen finding a motel, and Ben and Jon going off to find a comic book shop.


The two boys walked into the Comic Book Palace, a local shop that sold comics and action figures. The store was crowded, with customers browsing and buying comics. Ben's eyes lit up, seeing the various collections of comics and memorabilia.

As they browsed the aisles, they came across a selection of Superman memorabilia, including figurines, posters, and even replica costumes. Ben's eyes lit up, his gaze locked on a particular costume. "Look at this! It's a real Superman costume!" He picked it up, marveling at the design.

"Wow. That's awesome, dude." Jon complimented, looking at the costume himself.

"Think you'll look like him if you wear it?" Ben held the costume out to him.

"Nah...That'd just give me away actually. They say I look a lot like my dad." Jon chuckled.

"Well, I sure wanna try it on. Heck, I actually wanna, I hope it doesn't weird to you or anything, but I wanna be like Superman."

"You wanna be like my dad?"

"Well, I wanna be the best hero possible like him. Just picture it dude. Ben Tennyson. Hero of Heroes!" Ben spread his arms wide, imagining the title. "Imagine that."

"Huh. I guess..."

"What about you, Jon? Wait, don't tell me. I bet you wanna be just like your dad, right?" Ben nudged Jon, already guessing his answer. But Jon's reaction said otherwise.

"Well..."


At the same time, Gwen and Max would find a place to stay, and this place happened to be the Gotham Motel, which had a rather rustic aesthetic. It was a rather small establishment, with only a few rooms available.

"This place looks like a dump." Gwen said.

"It'll be fine. At least it's cheap." Max assured her, getting out of the Rustbucket. "Besides, we're only going to be here for a couple days."

"Yeah. I guess you're right." Gwen shrugged. She didn't think they'd be spending much time in Gotham, so she didn't mind the motel.

"And besides, a little bit of dirt never hurt anyone." Max joked, earning a chuckle from her.

"Yeah. At least it's-" But Gwen's words were cut off once she saw something. Something that made her freak out.

A Rat.

"AAAAAAAAH!" She screeched at the top of her lungs, backing up, trying to get away from the rodent.

"Gwen?!" Max was confused by this, never expecting her to scream like that.

"A RAT!" Gwen screamed again.

"Oh." Max said. "Don't worry. I'll take care of it." He looked to the side, grabbing the nearby broom.

"No! No! I don't want to see it!" Gwen covered her eyes, not wanting to watch.

Max chuckled as he quickly swept the rat out of the way, disposing of it. "There we go. No more rat." He assured her.

"Gross...gross... Gross!" Gwen was still shaken up by it

"It's just a little ol' rat. Nothing to be scared of." Max reassured her, patting her shoulder.

"No, it's not, Grandpa! Those things are disgusting!"

"Alright, alright. Maybe you should just sit down for a while. Probably somewhere far from the rat...this side of the room will do." Max turned to face the corner part of the bedroom which was practically pressed against the wall while the other beds were away from the wall.

"I'll take it..." Anything for her to be away from the rat.


At the same time, the duo had finished their round of shopping, having loads and loads of comic books with them, definitely spending a lot of money as they had a cart with them. "This is great! We're gonna stay up all night reading!" Jon grinned.

"Yeah-ha!" Ben laughed, feeling like a kid in a candy store. Although, this felt like it was much better than candy.

"Oh, Ben, Jon, I hope you two are ready for-" Max was about to ask them a question, but the two boys weren't paying attention, having their own conversations about the comics they got. "My...they have quite the haul, eh? How much did they spend?"

"I bet Ben's broke." Gwen said.

"Hm...maybe. But I doubt Jon's broke."

"Well, if he is, it's not because of the comics. I think he spent a lot on food. And snacks."

"Heh. Well, kids will be kids."


Meanwhile, in a warehouse, the same group of rats that were at the bank were gathering. In front of them was a man wearing a hood with rags all over him. On his face, he had on a mask, a rather intimidating one. It was Ratcatcher. He grinned as the rats were before him, squeaking in delight.

"You all did well, my friends. You did very well indeed." Ratcatcher petted the rats, scratching their backs and heads. "And now, we shall be able to gather even more wealth. Enough to make us all rich."

His rats chattered amongst themselves, seemingly pleased. They were excited to hear what their master had in store for them.

"But, we must not get greedy. We cannot get too greedy, otherwise, the Batman will surely catch us. I'm sure you all have heard of him."

The rats nodded their heads, knowing exactly who the Bat was. They knew of the stories, the tales of him. They would never want to be on his bad side.

"Exactly. So, we must be careful, my friends. Very, very careful. Now, go. Rest for now. But soon, we shall strike."

Just then, one of the rats chittered something incredibly interesting to the Ratcatcher. Something that he couldn't ignore.

"What's that? An item unlike any other has entered Gotham?"

Another rat chittered, adding on to what the first rat was saying.

"A device with abilities beyond comprehension?"

Of course, they referred to the Omnitrix.

"Interesting..." The Ratcatcher was intrigued. He didn't know what it was, but he was curious. "We shall have to find the boy and his watch, and see if it truly is as powerful as you say. Whoever he is, he shall have an encounter with the Ratcatcher. And he will never forget it."

With his mind made up, the Ratcatcher began to plan his next move, the rats scurrying around him. He needed to be careful, but if the rats were correct, then the Omnitrix could be his greatest weapon.


At the motel, Max was sound asleep, snoring away. There was an array of comic books on the floor as Jon and Ben had read to their hearts content, blazing through so many stories. It was a lot of fun, and they enjoyed every minute of it.

"Mm...Need something to eat." Jon's stomach would growl as Ben was fast asleep, having a comic book on his face. Feeling peckish, Jon would get off the bed, heading out of the room, going towards the building's local vending machine.

The half-kryptonian went up to the vending machine, looking at the selection. "Hmm...a lot of good choices. What should I get...?" He pondered.

"What about a bag of chips? You can't go wrong with those." A voice suggested, causing Jon to look to the side. Awake at this time was Gwen, who was also hungry and needed a snack.

"Hey, Gwen." Jon greeted.

"Hey, Jon. Couldn't sleep?"

"I could, but I was hungry. Got a bit peckish, you know? You too?"

"No...I can't sleep because I saw a rat earlier. I'm just trying to stay awake and forget about it. So gross..." Gwen shuddered. Thanks to the rat she saw, sleeping was way harder for her now. "Just being out here walking is giving me the creeps. So, do you mind keeping me company?"

"?!" Jon froze and staggered at the same time when hearing her ask him that, the half-kryptonian was clearly surprised. His face flushed, blushing a bit while feeling his heart racing a bit. 'S-She wants me to stay with her?!'

"Jon?" Gwen blinked, wondering what was wrong.

"O-Oh, sorry. Yeah. I'll stay."

"Thanks. That really helps. I mean, not that you wouldn't have stayed if I didn't ask. It's just...I'd appreciate it." Gwen rubbed the back of her head, a light blush on her cheeks.

"Ahaha! Y-Yeah!" Jon chuckled nervously, feeling a little awkward.

"So, what are you planning on getting?"

"Well, there's a lot of choices here. Some of these snacks look good. Like this." Jon pointed at a bag of potato chips. "But, I also want something sweet."

"Oh, how about a package of cookies? They always have a bunch of different flavors." Gwen suggested. "But can you even taste them?"

"What do you mean?"

"You're Superman's son. And I heard a rumor that Superman doesn't need to taste anything because of the Sun."

"Huh...well, I don't think it's like that. Dad loves mom's cooking, so he for sure can taste it. I can taste food too." Jon admitted while interacting with the vending machine.

"Heh..." Gwen slowly nodded, finding herself smiling a bit. It was interesting to see this side of him, the side that was just a regular kid. Then again, that was all thanks to his human side.

As Jon was about to make his final decision, something was rapidly moving across the motel. This was a rat, and not just any rat. It was one of Ratcatcher's pets. And it was moving around, searching for someone. Someone important.

It appeared in the hallways as Jon's hearing went off, making him look to the side, seeing the rat. Once he turned his head, he saw the rat. But it wasn't just one rat present. Other footsteps could be heard as within Jon's view, they appeared. Multiple rats were scurrying across the hallway, moving rapidly and squeaking.

"AAAAAAAAH!" Gwen screamed at the top of her lungs. This was the most terrified she's ever been in her life as she hid behind Jon, clinging onto him.

"What the?!" Jon was taken aback by the number of rats here, narrowing his eyes and clenching both his teeth and hands. These number of rats were stunning, all here to steal the Omnitrix. But they weren't going to focus on just the Omnitrix. The rats would also focus on everything else they could bring along with them.

"R-Rats! Get away!" Gwen screamed. "Jon get rid of them!"

"Uhh...!" Jon was hesitant on attacking them, not sure if he should. He didn't want to harm any of the animals. But as he hesitated, the rats would break into the rooms of the motel, causing people to scream.

They were caught off guard by the rats that entered their room. Some were frightened, but others were angry, not happy about this at all. They would grab brooms and other things to get rid of the pests.

"Get out! Get out! Shoo! Shoo!"

"Go away! Scram!"

But the rats were too plentiful. And with their mass numbers, they started snatching the valuables of the guests, biting the bags of cash and other important items and taking them away.

"W-What's happening?!" Gwen shouted, watching the rats steal everything.

"They're stealing stuff?!" Jon exclaimed with a confused expression. And as all of these rats startled everyone in the motel, waking each of them up, Jon noticed how they were heading for the room where Ben and Max were in.

"That's when Ben and Mr Tennyson are!" Jon gasped.

"Ben! Grandpa!" Gwen cried.

"Don't worry. I'll handle this!" Jon declared as he was ready to rush forward, but Gwen clinged onto his shoulders, halting him.

"D-Don't leave me alone! Not with all the rats! But if I go with you, I'll see more rats!" Gwen was petrified to her core.

"Alright, alright! You can stay right here. Just don't let go." Jon said, turning around to face her. He then used his strength to lift her up, carrying her bridal style. "Okay. Hold on tight."

Gwen wrapped her arms around his neck, holding on tightly. "Just hurry!"

"On it!" Jon rushed towards Ben and Max's room, trying to reach them before the rats.

The duo arrived, and as soon as they entered, the sight was horrifying. All the rats were cornering Ben and Max, who were trying to fend them off.

"Gross!" Ben shouted, swinging his comic book at them. "Get away from me! Get away from me!"

Max was doing his best to hold the rodents back, but they were relentless. He had never seen a swarm of rats this big. It was like something out of a horror movie. "They're everywhere! What kind of infestation is this?!"

"Grandpa!" Gwen cried out, seeing her grandfather and cousin in danger.

"Ben!" Jon called out, rushing forward.

"Hang on! I got this!" Ben propped up his Omnitrix and pressed it, transforming. The green light enveloped him, morphing his body into a new alien.

Once the light died down, the transformation was complete and it was an alien that was not ideal. It was tiny and grey, having a frog-like face. The alien in question was known as Grey Matter.

"Grey Matter? Aw, man..." The worst possible alien that Ben could've gotten. Because now, he was easy pickings for the rats, who were much bigger than him. Grey Matter looked up at the rats that were staring down at him, and gulped.

Once they started moving, so did Ben as he ran for his life. "Help! Help!"

"Ben!" Max tried to run after him, but the rats blocked his path, preventing him from going after his grandson.

"I've gotta help him!" Jon declared as he put Gwen down. Afterwards, he would advance towards the swarm of rats. He made sure to hover in the air, staying above the rats as to not hurt them.

"Be careful, Jon!" Gwen warned, worried for his safety.

"I'll be fine! Just watch me!"

With that, he locked onto Ben, who was currently being chased by the rats. He would then rush towards him, his super-speed letting him reach Ben in an instant. "Gotcha!" He picked up the grey matter, taking him into his hands.

"Oh, thanks dude! Get me out of here!" Grey Matter sighed in relief.

"On it." Jon nodded his head.

The half-kryptonian would fly back towards Gwen, putting Grey Matter on her shoulder. The rats would stop, and turn their attention to the trio. The swarm would charge at them as the trio, plus Grandpa Max would rush out of the room, entering the hallways. The hallways were still flooded with rats as now the people here were running and screaming in horror.

"AHHH!" Gwen shrieked, holding Grey Matter close.

"T-Too tight!" Grey Matter yelped.

The motel was in chaos with all these rats running around, carrying an assortment of items. They were everywhere, and the group was in a panic. "What's with all these rats?!" Max questioned, clearly in shock. He had never seen a rat infestation like this before.

"I don't know, but they're after something! They were after my Omnitrix when I woke up and saw them biting at it!" Grey Matter explained. "Something's up with these rats?!"

"Why would they suddenly do this? Unless..." Jon said, thinking for a moment.

"Someone's controlling them?!" Gwen would figure it out.

"Who would wanna control rats?!" Grey Matter questioned.

"It could be anyone! Especially since we're in Gotham City!"

Gotham was the home of many criminals and villains, each of them with different powers or gadgets that allowed them to do whatever they pleased. There were the big time criminals that everyone knew of like Joker and Scarecrow. But there was also some of the more lesser-known criminals, like the one that could be responsible for this. Ratcatcher. A former exterminator, who now used rats to his advantage.

"I'm sure someone has control over these rodents. But whoever's doing this, I'm stopping them." Jon said, determined. But first, he had to find a way to get all these rats out of here. "First, I gotta get them out of here..."

"Leave that to me!" Grey Matter smiled as he already had a plan. This alien, while lacking in power and being rather small, had amazing brain power. One that would be very beneficial to him right now. "Just distract the rats, okay? And keep an eye on me."

"Got it." Jon nodded his head.

Grey Matter locked onto one of the pipes in the motel's walls, noticing it had some rust. With a bit of strength, Grey Matter would pull the rusted area, causing the pipes to leak water.

"What's going on?" Max asked as water began to gush out of the pipe, splashing everywhere. The rats were confused and scared, backing up from the water. But this wouldn't be the end of Grey Matter's plan. He would leap down to the ground, running across the hall and making sure he was being followed.

"Over here, rats! I'm what you want, right?" Grey Matter yelled, getting the rats to focus their attention on him. He was right. They would all charge at him, chasing after the grey matter.

Grey Matter was very small, allowing him to easily navigate through the tight spaces, like under the doors, or through holes in the walls. Eventually, Grey Matter would lead them into the main lobby of the motel, which was filled with people.

"Out of the way, folks!" Grey Matter yelled. "I'm bringing a whole lot of trouble!"

"Ew!" The front desk worker screeched and cringed in fear.

"Ahhhhhhh!" The guests and workers in the motel were horrified and screaming as the rats were everywhere.

"Here, rats! Follow the leader!" Grey Matter jumped onto the chandelier, taunting the rats. As they looked up at Ben, trying to figure out how to get up, all the water from before would come crashing into the main lobby.

As the water flowed in, it hit the rats, pushing them out of the building and through the door. "Woohoo!" Grey Matter cheered, having managed to get all the rats out. "Take that!"

But not all of them were out of the motel yet, and that was when the pipes in the motel burst, sending out even more water.

The rats would all scurry and run outside of the building, trying to escape the water, but the current was strong and powerful, dragging them away and pushing them into the streets.

And with the help of the water, they would be pushed down the streets, far from the motel and to somewhere safe. The guests and staff were safe from the rats. They were all gone.


With that problem taken care of, the guests and staff were now able to breathe easy. "That was a close call..." The motel worker sighed in relief. "We're going to have to close up shop for a little while..."

"Yeah. You might need a few repairs too." Max commented. "Luckily, I know a thing or two about fixing pipes."

"Where'd all the rats come from?" The manager asked. They were all trying to figure out why this had happened, some immediately jumping to the conclusion that there was some food lying around in the motel. Ben, who had hidden as Grey Matter after the mess over, had his form time out, bringing him back to his regular self.

Once he showed him, he and the others would head back to the Rustbucket to rest, but not before having a conversation about the events that had just occurred. "I'm glad that's over...but those rats...I'm pretty sure someone's controlling them."

"Like someone's making them act like that? That's so creepy!" Gwen said, clearly disturbed by this. "But you're probably right. There's no way rats can just randomly do that. They've got to be working for somebody. Somebody gross." She went onto her laptop, trying to look up anything related to a person who would use rats. "There has to be something about someone using rats."

"Rat-themed villains, huh? That sounds weird, but Gotham has a whole lot of weird things." Max chuckled.

"Hmm...There are some names, but one of them really sticks out." Gwen said as she pulled up the information, finding something rather interesting. "Otis Flannegan, AKA The Ratcatcher. He used to be an exterminator, but now he controls rats and uses them to steal valuables. Gross. I wonder if that's the same person that was controlling those rats."

"He must be! I don't think there'd be any other guy who can control them." Jon said. "And if that's the case, he'll probably come after us."

"Us?" Gwen questioned.

"More like, me." Ben added. "Those rats were trying to grab the Omnitrix. I bet that Ratcatcher guy wants it for himself. So, if we can stop him, we can make sure he doesn't take it and use it for bad things. I mean, the guy probably doesn't have the best plans for the watch."

"Hmm...There are some names, but one of them really sticks out." Gwen said as she pulled up the information, finding something rather interesting. "Otis Flannegan, AKA The Ratcatcher. He used to work for the Gotham City Sanitation Department as a ratcatcher and always claimed he could train rats to attack. Flannegan was eventually arrested and spent ten years in prison after he attacked someone in a street brawl, but he managed to escape at some point. That has to be him." She had a feeling.

"Well, it definitely looks like he's behind this." Ben agreed. "The Ratcatcher, huh? I've never heard of him." He looked at the information on Gwen's laptop. "I guess this guy's a Gotham exclusive."

"Yeah...But he must be a real creep to do this." Gwen stated. "I mean, who would even wanna control rats in the first place?! Gross!"

"Well, we need to find him before he causes more chaos. Based on what we saw, he's probably stolen so much." Max said, getting into the Rustbucket. The kids got in as well, ready to go on an adventure.

As they started driving off, Ben was looking out the window and thinking to himself. He wanted to help Jon stop this Ratcatcher, but he couldn't think of a way. 'If I could just use my powers without worrying about people seeing me...then maybe I could do something...Plus am I really gonna hurt some rats?'

"Hey, Gwen. Do you know where he might be?"

"I think I might. I mean, the article I read said that he was always near a warehouse, so that might be a good place to start."

"Good enough." Jon said. "Let's get going."

"Alright, I'll get us to that warehouse in a flash, Jon."

"Thanks."


And with that, they drove off towards their next destination. The Gotham warehouse. One of many, but this one was rather old, appearing run-down. They arrived in a matter of minutes, seeing how it was very close by to the motel. They got out of the Rustbucket, ready to investigate the warehouse.

"This is the place?" Gwen asked, looking around. The building looked like it was abandoned and in need of some repairs.

"It has to be. This is the only warehouse around here that matches the description." Ben replied, taking a closer look.

"Alright, then let's get in there and see what's up." Jon said, walking up to the warehouse.

The doors to the warehouse were locked, but luckily for them, Gwen knew a few spells that would unlock it. With a wave of her hand, the doors unlocked and the group entered, looking around the area.

The inside was very dark and dusty, filled with boxes and crates. There were no windows or any light sources, making it hard to see. But that wasn't a problem for Jon, who had x-ray vision. And thanks to the lack of windows, his x-ray vision could easily detect what was in the area. He would activate his vision and see the layout of the place, as well as the various objects.

"Hm." He narrowed his eyes, seeing various objects. Objects that the Ratcatcher would've collected from his rats. "He's definitely been here." Jon confirmed. "Now we need to figure out what else is in this place and if there are any more rats."

"Yeah, we can't just go in there blind." Ben added.

"Exactly." Jon agreed.

"I really don't wanna be in here right now..." Gwen whimpered, starting to search for any clues.

As they searched, they found various objects that belonged to Ratcatcher, but none that were actually his. Eventually, they found themselves at a wall, and that's where they saw it. A door. One that wasn't too old, but was rather new. It was the Ratcatcher's hidden lair.

"Guys! I think I found something!" Gwen said, getting the others to come over.

"A door? Looks pretty new compared to everything else in here..." Max commented.

"In that case, he's in for a big surprise." Ben propped up his Omnitrix once more, ready to pick a good alien that would be good for the situation. This time, he would get Diamondhead.

"Diamondhead? Okay. This should work. Alright!" Ben nodded. He had to keep himself quiet so the rats and Ratcatcher didn't know that he was transforming. Once his form settled in, he was ready to find the Ratcatcher while Jon continued to hold back the door.

"Okay! You guys keep searching the room! I'm gonna hold this thing off. Don't worry about me. I got this." Jon reassured them.

"Right." Gwen said. The trio would start to search for the Ratcatcher and put an end to his reign.


They moved across the warehouse, searching for the Ratcatcher. Gwen stayed incredibly close to Diamondhead for protection, squeamish and terrified of this entire area, hoping that there weren't any rats in here. At least not now. "So gross. So, so gross..."

"Heh. Scaredy cat." Diamondhead smirked.

"Shut up! I bet you're scared of something too!" Gwen yelled.

"Heh. As if a hero is scared of anything." Diamondhead scoffed. "Especially one like me."

"Oh yeah? I'm pretty sure I've seen you flinch a couple of times."

"I do not!"

"You so do!"

"Do not!" And just like that, the cousins were arguing once more, going back and forth, not stopping. This was a normal occurrence between the two, who always bickered and fought with each other.

But then, their argument was soon cut off, once they heard other footsteps, footsteps that didn't belong to any of them. They all looked around and saw no one was there. But, that didn't mean there weren't other creatures lurking about. But from the shadows, he appeared.

The Ratcatcher.

The Ratcatcher stepped forward, revealing himself to them. Gwen reeled back upon seeing him as Ratcatcher rubbed his hands together and spoke. "Welcome, welcome." He smirked at them.

"You're Ratcatcher, right?" Diamondhead asked.

"Precisely." Ratcatcher smirked. "Glad to see visitors here. I assume you've seen the impressiveness of my rats at work. Such power at my fingertips..."

"It's gross!" Gwen yelled. "How come you're making rats do all this?!"

"Why...to provide for me, my dear. Provide for my friends." Ratcatcher smiled as he looked down. "They work so hard, gathering everything I ask for."

"That's sick." Gwen grimaced. "They're just rats!"

"Oh, but that is where you're wrong, my dear." Ratcatcher grinned. "They may be just rats to you, but they're much, much more to me. They are family. A family that will always protect me. I have a new life to live and its with the rats. Do you honestly think I can go back to my old life?"

"Sounds to me like you never tried, especially since you broke out of prison." Max said, stepping up to the villain. "You'll be going back to jail, Flannegan."

"I'm afraid that's not going to happen." Ratcatcher chuckled darkly. "You see, I'm in need of something very valuable. And my rats told me it was in the hands of the young boy. It is the device that will allow me to do so much more with the power I already possess."

"The Omnitrix?" Gwen said.

"Omnitrix...such a curious name. But that is exactly what I seek. I want the device that gives the young one power."

"As if! That's mine!" Diamondhead glared. "You're not getting your grubby hands on it!"

"I'm afraid I don't have a choice. I need it." Ratcatcher said. "You see, it is a very valuable piece of technology, one that would make my work with the rats even more effective. And I can count on my rats to get the job done." He would clap his hands, calling for his rats.

Diamondhead was at the ready, knowing he had the strength to deal with all the rats that would come his way. But Ratcatcher knew just by looking at Diamondhead that something more was needed and the alien was not prepared for what was coming next. Suddenly, the loudest footsteps yet were heard, rapidly moving across the ground and echoing. And they were heading right towards Diamondhead, Gwen, and Max. And as soon as they came into view, Diamondhead was stunned at the size. They were rats the size of humans. Human-sized rats. And the one behind them was much bigger than them, being so big that it partially the size of one of the pillars in here.

"Woah man...!" Diamondhead was reasonably taken aback while Gwen was absolutely petrified.

"AHHH!" She shrieked.

"You didn't think I didn't prepare, did you?" Ratcatcher cackled, his rats hissing at the three. "Get them."

The rats advanced, their claws scratching on the floor, their eyes focused on them, ready to pounce. Diamondhead would go into a defensive stance as they all charged at the group, the first giant rat charging at the diamond alien.

"Bring it!" Diamondhead yelled. As soon as it got close, the giant rat lunged at Diamondhead, but the diamond alien was quick to make al ard wall of diamonds to protect himself and the others. "Oh no, you don't!"

The rats crashed into the wall, bouncing off of it. Diamondhead laughed, thinking he won, but that was when he realized he wasn't done yet.

As Diamondhead's victory laugh filled the air, he failed to notice the large rat climbing on top of the wall. With a loud hiss, it lunged down at him, tackling him.

Diamondhead grunted, feeling the weight of the rat on top of him. "Get off me, you overgrown rat!" He tried to push the creature off of him, but the giant rat held fast, refusing to move. "Let me go!"

Max and Gwen were obvious targets as the rats would all run at them, but Max would protect her as the giant rats would jump and pounce onto the man. Max was on the floor as he used all his strength to prevent them from hurting Gwen. He wouldn't let her be hurt, no matter what. He would make sure of it.

"GRANDPA!" Gwen was screaming in terror, seeing her grandpa being swarmed by the large rodents.

"G-GRANDPA!" As this went on, Diamondhead continued to try and push the rat off of him. But it wouldn't let him go, it would tighten its grip as Diamondhead was now trapped underneath its large body. It didn't help that two more rats would pile on to add more body weight on Diamondhead. The diamond alien would grunt as his form would be covered up by their fur. But even though he couldn't see or feel his body, the Omnitrix could. It would start beeping and flash, indicating the time-out for Diamondhead's form.

"Not...like this!" Ben would find the inner strength he needed, managing to create diamonds from his arm that was barely free, using it to create a hammer, whacking the side of one of the rats, and making them all jump off.

As they ran off, Diamondhead reverted back to Ben. The young boy stood up, watching them go.

"Get off of him!" Despite being terrified, Gwen would instinctively grab a nearby pipe and start whacking the back of the rat that was on her grandpa. This would cause the rodent to jump off, growling at the red-headed child.

Gwen moved back, terrified beyond belief. But her was soon elevated once the largest rat here would suddenly grab her and Max at the same time. They both screamed in terror as they were in its hands.

"Ben!" Gwen yelled.

"Gwen! Grandpa" Ben yelled before being whacked by the tail of one of the rats, rolling to the side. "Ough!"

"You have made a grave mistake, child." He smirked. "You should have just handed me your watch and none of this would have happened. Such a shame."

"Urgh..." Ben would be picked up one of the rats, struggling to escape its grip. "Let me go! I'm not going to give it up without a fight!"

"Too late for that, child. Now, it's time to take it by force."

"No!" Ben struggled to break free, but the rat's grip was too tight.

"Grandpa!" Gwen cried, watching as the rats were starting to pull at Ben. She knew what would happen next. Ben's arm was being pulled closer and closer, his watch almost touching Ratcatcher's palm.

"You won't get it!" Ben yelled.

But his efforts would be in vain. As the watch was now in Ratcatcher's reach. He was ready to snatch it and use it to gain more power for his rats and him. But just as the villain was about to grab the watch, he found that it was harder than expected. When he pulled on it, he realized that the device was somehow attached to Ben's wrist, preventing it from coming off. "What?"

"Heh. Not that easy." Ben grinned. "I already tried when I first got it, but I can't take it off. It's stuck to me."

"Hm...interesting. Perhaps a bit more force should do the trick." Ratcatcher said. With a grin, he would use even more strength, tugging the Omnitrix off his wrist. Ben would groan out, trying not to shout in pain, but the Ratcatcher's grip was too tight and the device was too strong.

The watch refused to come off, despite Ratcatcher's efforts. The villain grumbled, frustrated by his lack of success. "Stubborn thing...!" Seeing that his own strength wouldn't do, he would count on the strength of the rats. "I suppose they can pull it off. Even if that means they have to nibble your entire hand off. Just a little snack for my pets." He would cackle at the idea while Ben looked on in fear.

As the rats went to do so, along game Jon, bursting through the doors by flying straight ahead into them, breaking through. "Get away from them!"

"Jon!" Gwen said with an elated face.

Along came Jon, delivering a staggering blow to the rat that held Gwen captive. With the impact of his super strength, he would knock the rat out, causing it to slide and tumble across the floor before stopping against the wall. Gwen fell as Jon caught her.

"I gotcha!"

"Hah...my hero..." Gwen would sigh with relief while swooning in Jon's arms.

Jon blushed, feeling his face warm up. But the moment didn't last as he had to focus on the others.

He turned his attention to Ratcatcher, who was still holding Ben. Jon glared at him, ready to fight. "I know what you're up to, and I'm putting a stop to it!"

"What a nuisance." Ratcatcher rolled his eyes as he held up Ben. He looked at Jon, then at the boy, then at his device.

Jon flew straight towards the giant rat, pulling Ben away from the villain. "Let him go, Ratcatcher!" Jon said. With Ben in his grasp, the two would fly away from Ratcatcher's reach. "Are you alright?" He would set Ben down.

"Yeah. Thanks." Ben nodded. He looked over and saw the rats were now scurrying around, gathering up the stolen items that they've acquired, carrying it all off and away from the area.

"They're going to escape!" Max cried out.

"No they won't!" Jon yelled.

The half-kryptonian flew to a broken piece of the wall that was large and round. He would lift it up and chuck it towards the exit, plugging up the hole and blocking the way out. The rats, not having a chance, would scurry away in fear.

"Got 'em!" Jon grinned, feeling proud of his work. The only ones remaining where the giant rats. But now, the problem was dealing with Ratcatcher, the man himself, and the giant rodents that he had.

"You are proving to be a problem. But luckily for me, I have a solution." Ratcatcher smirked. The villain had a plan in motion. His rats had managed to escape the area, leaving him with the giant ones, and they were more than enough for the young heroes. Ratcatcher would command his giant rats to attack Jon, Ben, Gwen, and Max.

Jon engaged with the rats, flying straight at them and throwing punches. But he couldn't help but notice that their fur was very hard. And that made his hands sting when punching. "I hesitated before...but against these giant rats, I won't!" Jon yelled before delivering an upwards strike to a rat. He sent the rat flying up, hitting its head against the ceiling and then falling back down. But that was just the start as more were still coming at the half-kryptonian.

Ben looked at his Omnitrix, seeing that it wasn't going to return to full anytime soon. But that didn't stop him from doing something. He looked around the warehouse, trying to find something that he could use. His eyes stopped at something that caught his eye.

It was a bag, a large bag. One that could potentially be helpful in this situation.

Ben ran over to it, opening it up and seeing what was inside. It was full of items that could help. He grabbed the first thing he saw. A net. One that looked rather sturdy. But he wasn't going to use it on the rats. Instead, he was going for Ratcatcher.

The criminal saw him approaching and gasped. "Back away!" Ratcatcher was confused but tried to remain calm, backing away slowly.

"I'm gonna catch a Rat!" Ben declared. The young hero would leap into the air, spinning the net in a circular motion, aiming for Ratcatcher.

"You're no Batman, kid! You're a joke! You won't catch me!" The villain would start to run away, trying to get away from Ben, but the boy wasn't stopping.

His rats were occupied by Jon, unable to help him at the moment. But Ratcatcher was determined. The net would go over the criminal's body as Ben was on top of him, bringing him to the ground.

"Now I've gotcha!" Ben said with a grin. "Now you can't do anything to me!"

"You...You're going to pay for this!" Ratcatcher said, trying to break free, but he was too late.

As Jon continued to fight against the rats, the other rats from before that he blocked off were showing up here, ready to swarm the area and bring in all their loot for their owner.

"Uh-oh! More rats!" Jon was ready to fight them, but Gwen stepped up, seeing this as her chance.

"Hold on! I've got an idea! Grandpa, do you still have the food from last night?"

"Uhh...I think so." Max would pull the container out, giving it to Gwen.

"Good. Now let's get these rats' attention."

Gwen opened the container and let the smell of the food waft through the air, attracting the rats' attention. They would turn to the girl, sniffing the air, following it towards the smell. And as soon as she got their attention, she would run off with the container. The rats followed after her, ready to snatch the container from her.

"Haha! I've got you now!" Gwen laughed. She was feeling confident and was running towards the hole that was now plugged by the broken wall piece, chucking it right over the debris. It flew out and hit the ground outside the building, spilling the contents.

The rats, seeing the food, scurried over to the hole and crawled out of the warehouse, chasing the container and its food.

"I did it!" Gwen cheered.

"Good thinking!" Jon exclaimed as the giant rats started to chase the other rats and get the food as well, leaving the warehouse. And as for the final rat, Jon brought an to this with a hammer fist to the head, knocking it out, ending the confrontation.


With Ratcatcher wrapped in the net, the rats outside the warehouse and the hole now open for them, all that was left was to bring this villain to the cops. Max would take the liberty of doing so while Jon and Ben helped him.

The police were already on their way, arriving just in time. Jon would carry Ratcatcher outside and place him on the ground. The officers would quickly put handcuffs on him, taking the villain away.

"Thanks for that." The officer said. "Now we've got to take him away and return everything that was taken. To think all those rat issues were from him..."

With the whole situation taken care of, Gwen sighed, happy this was finally over. She turned to face the two boys, who were still standing there. "So, how was it?" She asked, curious to know what they thought about the situation.

"Wow...I...I can't believe we did it! That was amazing! I was scared for my life...but still! That was amazing!"

"Really was." Jon nodded, thinking about all the rats.

"Are you sure? I thought you might've been scared since you didn't wanna attack the normal rats."

"Well, you were in danger, so I had to." Jon scratched the back of his hair. "I couldn't just hold back since you, Ben and Mr Tennyson were in danger, ya know..."

"Aw. Thanks!" Grateful for that, Gwen would hug Jon, prompting him to freeze up as his face went red.

"Uh..." Jon wasn't sure how to react. But it did feel nice...

Ben was standing behind them, rolling his eyes. "Yeah, yeah, yeah. Let's get a move on. We gotta find somewhere to eat." He said. He had his arms crossed, tapping his foot impatiently.

"Hmmm...How would you kids like cooked rat?" Max asked while walking away with the kids. They all grimaced and cringed at the thought before letting out a collective "EW!"