At a rundown apartment complex outside of Chinatown, a wrecking ball operator smiles in satisfaction as he steers the ball into the side of the building.
"Getting paid to smash stuff, you gotta love this job!" he chuckles to himself, shifting the crane back for another swing.
"Oh crap, JOE STOP!" a panicked voice calls out, Joe looking out the cab's window to see his supervisor 'Bob' waving frantically and pointing at the building.
Turning back to the building he saw the cause for Bob's worry, as standing in the newly created hole in the wall was a young woman. She was dressed in ragged grey sweatpants, a grimy hoodie and a well worn long brown leather coat. Her skin was a strange blueish green, her gaunt face framed by long stringy black hair.
"Get out of our home" she hissed, unnaturally sharp teeth visibly as she leered down at them.
"Oh great, it's THIS nutjob" Joe groaned, pinching the bridge of his nose as Bob held up some paperwork.
"Sorry lady but this building is condemned, Councilwoman Liang's orders"
The woman sneered, eyes glowing as swarms of wasps flooded out from the building. The workmen barely had time to scream as they were engulfed by the swarm and lifted into the air.
Bringing them close, she delighted in their terrified expressions as dozens of beetles scuttled out from under her clothes.
"Orders?" she asked mockingly, "A Queen takes orders from no one!"
Across the city Ben lets out a cheerful laugh, riding on Stingwing's back as she follows a speeding red sports car. Below Ultra-T followed on (in?) a possessed motorbike, easily weaving through traffic in her pursuit of the fleeing thief.
"He's pulling away, let's slow him down" Ben said, Stingwing grinning eagerly as she dove down for a strafing run.
The thief, celebrating his 'clean' getaway, suddenly had to swerve wildly as a series of green slime balls hammered the road around him "What the he-" looking up his jaw went slack "...Is that a sexy bug lady?"
His distraction gave Ultra-T a chance to close the gap, forming an energy spike from the side of her front wheel, she rammed the rear wheel of the car.
Its tire shredded, the hapless thief tried and failed to keep control as the car finally came to a stop, crashing side-on into a parked car.
Weakly raising his head, the thief watched as a driverless black motorcycle with purple highlights skidded to a halt beside him.
"No way!" he gasped, the bike speeding off as a police cruiser (finally) caught up with him.
Around the corner, Ultra-T detached from the bike as Stingwing landed nearby. Ben slid off her back as he held up his hands for a high five with the 'heroes'.
"Awesome work you two. I felt like I was in one of those cop shows" he laughed, Stingwing and Ultra-T standing taller at his praise.
"A successful takedown" Ultra-T agreed "Though perhaps next time you could…'ride' me?" her circuits flashing as she shifted beside him.
"Really? I'll look forward to it" Ben excitedly agreed, watching as Ultra-T's circuits seemed to go into overdrive and…smoke?
Wiping the sweat from his head, Ben noticed that Stingwing also seemed a bit flushed "Jeez it's hot today. I could go for a cold soda right about now, celebrate a job well done y'know?"
Ultra-T hummed thoughtfully, noticing an ice cream delivery truck parked just down the road "I believe I have a suggestion"
Ben weighed the pros of a cool treat against the cons of stealing "...Well I suppose we earned ONE" he agreed.
As Ultra-T lifted the door up, Stingwing and Ben clambered inside, eager to escape the heat.
A few minutes later, Max and Gwen exited the Rustbucket as they watched the thief being shoved into the backseat of the cruiser.
"I'm telling you, the bike was moving on its own! And there was this sexy bug lady that-"
Quirking a brow, one of the officers turned to his partner "Might need to add a D.U.I charge"
Mildly amused at the exchange, Max soon realised something important "Wait, where's Ben?"
A loud sneeze from the next street over caught their attention, turning the corner they found Ultra-T and Ben tending to a sniffling Stingwing. "Do I even want to know?" Gwen asked, seeing Ben's sheepish expression.
"Eh-heh. So, it turns out Stingwing REALLY doesn't like the cold" he explained, Max and Gwen shifting their gaze between the trio and the ice cream truck.
"Celebrating stopping a thief by stealing some ice cream. 10/10 heroics there" Gwen snarked.
"I-it was on-only on-ACHOO!" Stingwing whined pitifully as they timed out. Max gave Ben an unimpressed look as he gave his best 'innocent' grin.
Back in the R.V, Ben huffed as Max forced him to get his temperature checked "Seriously grandpa, I'm fine" he protested "I don't even feel sick"
"Your temperature's a little high" Max replied, Ben scoffed "Yeah, because it's summer?"
"I don't want to take any chances" Max stroked his chin thoughtfully "Hmm, Chinatown is nearby. I could stock up on ingredients for my famous 'San Ju Yen Pen' soup, just in case"
"Why bother? The dweeb's got a whole box of cold medicine already" Ben argued, Gwen rolling her eyes as she put the box away.
"No way, these supplies are for me. You can deal with your girlfriend's germs yourself"
"How many times do I have to say it? They're NOT my girlfriends!"
"Not for lack of trying on their part" Gwen snarked back.
"You know you seem really obsessed with that idea. You sure YOU'RE not the one who wants to date them?" Ben joked back, Gwen going pale at the thought.
Max tiredly rubbed his face behind them "Let's just…let's just go"
It turned out that there was a parade going on in Chinatown when they arrived. Ben and Gwen, waiting for Max outside a pharmacy, watched a group of people in a chinese dragon costume lead the festivities.
"You think there are alien dragons?" Ben asked curiously, Gwen actually pausing to consider the question "Huh, maybe that's where we got the stories from"
The pharmacy's door chime alerted them as Max exited the store, huffing in disappointment as he held up a jar. "It's so hard to find fresh potaikadon root these days. Everything's freeze-dried now." he complained.
As Ben opened the jar and gave it a curious sniff (before swiftly regretting it), Gwen crossed her arms as she stared Max down "And, where did you learn to make this?"
"A monk in Guangdong, China" he replied, before noticing her suspicious look "Hey they have plumbing in China too you know" he weakly defended.
A convenient announcement over a speaker system proved a useful distraction, with the trio's attention being drawn to a small stage where a smartly dressed woman was giving a speech.
Councilwoman Liang smiled and waved to the crowd, accepting their applause.
"Ladies and gentlemen, I'd like to thank you all for your support for my downtown redevelopment initiative. It's truly a dream come true"
She paused to wave away a wasp that had landed on the mic, drawing her hand back as another appeared…then two more.
Soon the whole crowd was in a panic as hundreds of wasps descended on the rally, Liang finding herself surrounded as the disheveled woman from the apartment building arrived atop a cloud of insects.
"I'd say this is more a nightmare, councilwoman" she spat, eyes glowing a sickly yellow as the insects continued to swarm "You won't tear down our home, WE won't let you!"
"Wait, I know you." Liang said, flinching as several insects began to land on her jacket "Clarice right? You're the nut job who wouldn't leave!"
Clarice grinned sadistically, gesturing for the insects to engulf the terrified politician and lift her into the air "Now now, is that anyway to address royalty?" she asked mockingly.
As Laing shivered, Clarice brought her closer "Oh, don't be afraid. We'd simply like to invite you for dinner…'you're' the main course!"
Having seen enough, Ben brought the Chaquetrix up and swiftly made his selections "It's hero time! Stingwing, Wild-Gal you ready to go?" he grinned, only to step back to avoid a glob of slime.
Stingwing sniffled, wiping her face as Wild-Gal whined pitifully shifting from side to side as if lost. Moving to check on her, Ben placed a comforting hand on her neck…and quickly pulled back with a grimace.
"Ugh, what the heck?" he stared at his hand, covered in a clear slime as Wild-Gal whined again.
"Rrr..Ben…no see…" she whimpered, Ben using his other hand to pat her head.
"What's wrong with her?" he asked, as Gwen cautiously made her way over.
"Oh! Wild-Gal uses those 'gills' on her neck to see. She must have caught a cold from 'Snotwing' over there ("Hey! ACHOO") and now they're all gunked up" Gwen explained, feeling sympathetic towards the feral 'hero' for once.
That feeling faded when Ben wiped his hand on her shirt, Gwen letting out a disgusted shriek as she jumped back "BEN! This was my new blouse, now it's got alien boogers all over it!"
Her misfortune didn't end there as Stingwing sneezed once more, catching the front of her blouse as well. Gwen watched in stunned horror as Stingwing's slime burned a hole in the stomach area of her blouse, the 'hero' nervously flickering her wings as Gwen glared furiously at her.
"Umm (sniff) I'm sorry?"
"Well, uh…look on the brightside. It got rid of Wild-Gal's mucus, and crop tops are in this year…yeah?" Ben attempted to calm the situation, backing up as Gwen turned her glare on him.
"...I'm gonna help Wild-Gal. Make sure she doesn't run into a wall or something" he said meekly, hurrying to the 'hero's' side.
"Ok, you can't 'see' right now, so I'll ride on your back and try to give directions. You ready?"
Honestly, Wild-Gal thought this was a terrible idea.
But it was a terrible idea that involved Ben, effectively, straddling her so caution to the wind!
She let out a roar…and immediately charged into a lamp post.
Ben winced "Uh, good…enthusiasm, but maybe wait for me to give directions first?" the 'hero' gave an embarrassed growl "Ok, left. NO not that far!"
Ben struggled to get Wild-Gal to follow his directions, though he had to admit this was a lot harder than it seemed in his head, and they found themselves heading for a food stand.
"Wild-Gal stop….stop…HIT THE BREAKS!" in apanicked reflex, Ben yanked back on her fur as he flinched away from the upcoming collision. Wild-Gal let out an odd sounding whine and skidded to a halt.
Ben released his grip, worried that he'd hurt her "I'm sorry! It was an accident and-"
"H-harder…"
Ben blinked in confusion "Say what now?"
He never got an answer as a chittering scream came from overhead, Ben looked up to see Stingwing spiralling wildly into a banner. "Ugh, I thought being tied up would be more fun"
Unable to support her weight the banner snapped, sending the entangled 'hero' crashing to the floor. Letting out another sneeze that burned through a bench some civilians were hiding behind.
"Umm (sniff) do any of you have a tissue?" she weakly jokes.
Ben felt his face burn in second hand embarrassment "Ok, so this wasn't the best start. Let's try this again and-"
"They're gone" Gwen cut in.
"Huh?" whipping his head around Ben saw that Gwen was right, the bugs and the councilwoman were long gone. The Chaquetirx chose this moment to add injury to insult, timing out and letting him drop unceremoniously to the floor.
After making their way back to the Rustbucket in defeat, Gwen searched for any info online while Ben stared at the watch in concern.
"Looks like Stingwing's cold has spread to the rest of the…uh, 'heroes'. Didn't expect them to be affected that badly" Max said, working on preparing his (pungent) soup 'just in case'.
"Oh perfect, a crazy lady with a bug army is on the loose and everyone's out with a dumb cold" Ben collapsed back into the couch with a frustrated sigh "Not looking forward to round two"
"That's too bad, because it might be coming sooner than you think" Gwen replied, turning her laptop around "Our 'bug lady' was arguing with the councilwoman over an apartment building, well the only apartment building left to demolish downtown is here" she tapped the address "8610 Chester Street".
After a short drive, our heroes found themselves outside a worn down and decaying apartment building. Staring up at it, Gwen took a diplomatic approach.
"Well, it's a nice place to visit, but I wouldn't want to live here" she joked, wrinkling her nose as they passed a particularly rotten doorway.
The aged floorboards creaked under their feet, the trio slowly making their way up as they searched the floors. Passing through one room Max noticed a series of newspaper clippings on the wall, the most prominent featuring a story on how cockroaches could survive a nuclear blast.
"Well, that has unsettling implications" he thought, Gwen keeping her distance from a large spider's nest.
"Bleh, I think we're getting close" she commented, as Ben brought up the watch to make his selections.
"Ok, let's hit them hard and fast" two flashes later and Ben's confidence faltered "...Or not"
Armizon's skin appeared faded as she stood with her arms held tightly at her sides, while XLR8 fell backwards onto her butt as her shaking legs gave way.
"You guys o-nevermind, stupid question" Ben cut himself off at Gwen's look of 'really?' "How bad is it?"
"Pfft, Whaaat? I'm fine coach, let me at 'em" XLR8 slurred, trying and failing to get up.
Armizon stiffly gave a thumbs up, only moving her arm at the elbow "Yup (sniff) totally fine" she lied unconvincingly.
Gwen pinched the bridge of her nose "I can already see how well 'this' will go" she sighed.
Ben attempted to pull the speedster back onto her feet, only for her to collapse forward on top of him. Max rubbed his face tiredly "Of course"
Now straddling her 'partner' XLR8 giggling to herself as Ben pushed her into a sitting position. Pulling his hands away from her bodysuit he grimaced at how sweaty it felt. "Why are you so wet?"
"How could I not be in this position?~" she asked huskily. Gwen, flushing bright red, choked at how blatant she was being as Max was reminded of his time with Xylene. "Did not need those thoughts right now" he grimaced.
"Great, first she can't stand and now she's talking nonsense" Ben grumbled, managing to extract himself from under her. Much to the 'hero's' disappointment.
"You have to be messing with us, not even you can be this dense" Gwen snapped, Ben simply tilted his head in genuine confusion while Max held up his hand for silence.
In the silence, the faint sound of a woman's panicked whimpers could be heard coming from above them. "That must be Councilwoman Liang, sounds like she's just above us"
Ben's brown furrowed as he turned to his 'partners' "Armizon, you'll need to take the lead on this 'cause XLR8…" he trailed off, everyone watching as she once again failed to stand "...has her own problems"
Taking a deep breath, Armizon knelt down and picked up her fellow 'hero' bridal style as they all made their way to the stairs. XLR8 snuggled her head up against Armizon's chest, Max looking away to wipe some blood from his nose at the sight.
"Hey coach, you should try this! They're sooo soft" Armizon flushing at both the speedster's words and invitation.
"What is wrong with you?/Yeah I know" an embarrassed Gwen/ distracted Ben replied at the same time. Ben pressed on, unaware of Gwen's mortified look with Max needing to snap her out of her stupor (and squash some inappropriate feelings of jealousy).
Reaching the next floor, the quintet easily spotted the captive councilwoman. As Max moved forward the help she, very carefully, held up her hand in a 'stop' motion.
"Wait…black widows" she whispered, our heroes stepping back as they spotted the deadly arachnids crawling over her.
"What do we do?" Gwen hissed, the group (minus XLR8) attempting to figure out a solution…then Armizon sneezed.
Liang closed her eyes and took a calming breath, her black widow issue having been replaced with the far safer, yet more disgusting, alien mucus issue.
"(sniff) I am so sorry" Armizon said, her nasally voice drawing a giggle from Gwen. The muscular 'hero' perked up when Ben elbowed his snickering cousin in the side disapprovingly.
"It's…ok. Let's just get out of here and NEVER speak of this again" Liang said.
Before they could move, swarms of bugs began to crawl out of the walls, Armizon passing XLR8 to Ben and (a reluctant) Gwen as she moved to cover the group.
Clarice appeared in the rafters overhead, eyes glowing as she directed her insect minions.
"You're trespassing" the bugs gathered into a colossal, fist-like shape "Time for you humans to learn your place!"
"MOVE!" Armizon barely had time to raise her arms in defence, the living tide crashing into her and knocking her off her feet.
As Max pulled the councilwoman clear, XLR8 tried to focus on their enemy "Alright coach…and red, point me at her. I'm having a 'little' trouble seeing straight right now"
Ben gave her a concerned look "Are you sure you're good to fight?" the trio winced as Armizon was thrown into a wall behind them "Not much of a choice" Gwen gulped.
Aiming XLR8 in Clarice's direction, the speedster kicked off…and instead of running up the wall crashed straight through "(ugh) let's…try that again" she said dizzily.
Five more passes and five more misses, the speedster never once getting close to her target but she did take out several support beams to the room.
"NO! You will not destroy our home!" raising her hands up, Clarice summoned a horde of termites beneath XLR8's feet.
The already rotting floor quickly collapsed under the termite's assault, the 'hero' desperately grabbing onto the side of the newly formed hole as she fell. While Ben and Gwen hurried to try to pull her back up, Armizon finally had enough of being tossed around by the swarm.
Bringing all four hands together in a 'thunderclap', the resultant shockwave scattered the swarm and struck the already weakened supports. The sound of splintering and creaking wood echoed through the room, the walls and ceiling shaking violently as everyone shared one thought.
"...Crap"
-One harrowing collapse later-
Armizon grunted under the weight of the rubble as she stood protectively over the humans and her fellow 'hero'. Shaken but unharmed Gwen gave the muscular alien a grateful smile…when the smell hit.
"Blech! Are those…hives? I see why you were keeping your arms down"
"Hey!" Ben snapped, once more pinned under a content XLR8 (totally an 'accident' on her part) "It's not her fault, she's sick"
"(sniff) Thanks, short king"
"Oh she's sick alright" Gwen snarked quietly, her complaints drowned out as Armizon forced the rubble off of herself.
As they were temporarily blinded by the sun the watch timed out, the 'heroes' vanishing from sight before an unaware Liang.
"Where did they go? I wanted to thank them"
"We'll pass on the message" Max promised, taking stock of the destruction "I'm just glad this is ov-"
A furious scream from behind them caused them to turn, revealing Clarice emerging from the rubble with hundreds of dead bugs surrounding her.
"You…our hive, our home!" looking up, the humans backed up at the sheer hate in her glare "You'll pay for this. We will exterminate this entire city!" eyes blazing with power, a swarm of wasps descended before carrying her away.
"...I think I'd like to go home now, have a drink…or three" Liang sighed wearily, the trio awkwardly wishing her a good day as she hurriedly left the scene.
"How's bug-brain going to exterminate a whole city?" Ben asked as they made their way back to the Rustbucket.
Recalling the newspaper articles inside the apartment, Max's eyes went wide "I can think of one way"
As the Rustbucket pulled up outside the local nuclear plant, Gwen had just finished listing off a series of facts she'd looked up on Clarice's miniature army.
"Listen to this! Ants can lift up to 10 times their own weight, grasshoppers can jump over 100 times their length and cockroaches can hold their breath for over an hour!"
"Yeah cool, so how do we smash them easier?" Ben replied disinterestedly, Gwen huffed in annoyance.
"I'm trying to explain how tough these things can be. Best option is a bug barbeque"
Looking at the watch, Ben smirked "THAT, I can handle"
They didn't encounter any resistance as they made their way through the plant, that fact made them more nervous than if the corridors had been swarming with bugs. Not long into their search a wailing alarm began blaring as red warning lights illuminated the hallway.
"I'm going to go out on a limb here, and guess that's not a good sign" Ben quipped, the trio picking up the pace.
Before long they reached the plant's control room, or more accurately what was left of it.
"Warning. Core temperature rising. Approaching critical" an automated alert droned.
"Darn it, the controls are busted!" Max said, peering through the viewport "There should be a manual override outside the reactor core"
Gwen folded her arms as she gave him a suspicious look "Let me guess, you learned about nuclear reactors from a monk in China too?"
"Wait, maybe Ultra-T can fix the controls…or at least hold them together long enough to shut it down" Ben said, slamming the dial down.
As the living metal 'hero' appeared it quickly became clear that plan was a dud.
"H-h-hello partneeeer-'HARD'REBOOTREQUIRED-" the alien's form erratically shifted, glitching out as her speech distorted. Ben was sure she even T-posed at one point.
"...Man today really isn't their day" Ben said sympathetically, staring at the watch.
"It was worth a shot Ben" Max comforted before Gwen let out a startled cry.
The pair turned as Gwen jumped back from a swarm of roaches, they scurried towards the corridor as Clarice emerged from the dark.
"It's too late, but at least you'll have affront row seat" she chuckled, Ben angrily stepped forward.
"Hey genius, if this place blows YOU'LL be toast too!"
"Oh really?" she taunted, holding out her arms as countless roaches hurried to swarm over her. Soon she towered over them in a humanoid shaped mass of bugs.
"Scientists do think roaches would be the only think to survive a nuclear blast" Gwen explained nervously, Ben raising the Chaquetrix once more.
"You guys go stop the reactor, we've got bugs to fry" in a flash Heart's Fire appeared at his side, although something wasn't right.
"Uh why are her flames blue?" Gwen asked, the 'hero' in question chuckling nervously.
"Aha (sniff) funny story but my flames are kinda…gone?" she sheepishly explained, the trio staring back at her blankly.
"Oh this is bullsh-/BEN!" Ben/Max yelled, while Clarice laughed "So much for your last hope, we'll build our new hive on your ashes!"
The mass of bugs surged forward tackling the 'hero' through the viewport as the Tennysons scrambled for cover.
"Heart's Fire!" Ben cried, turning to the still glitching Ultra-T he desperately tried to snap them out of it.
"UsER DEt-ted, 'inPut'ReQUIRED" letting out a static filled giggle she half melted into his touch.
"Man this cold really scrambled her" Ben thought, setting her down as gently as he could "I hope Heart's Fire can handle her alone"
"I could really use some back up right about now" Heart's Fire groaned, picking herself up as the swarm towered over her.
"ACHOO! O-ok, how about we talk about this like rational people-" she held out a palm in a 'stop' gesture…only for a ray of ice to shoot out. The blast freezes one of the swarm's 'arms', falling to the walkway and shattering into pieces.
Clarice stared in horror at the alien beauty who, after recovering from the shock, gave a laugh worthy of the Joker as she held up her glowing fists.
"What was that about building a hive on our ashes?" she asked threateningly, frost rapidly spreading out from beneath her.
Clarice whimpered as a wave of cold slammed into her.
"How's it going grandpa? It's getting kinda toasty in here" Gwen asked. Max angrily slammed his fists onto the controls.
"The manual controls are overheated, I can't shut it down!"
"Core meltdown in 30 seconds" the automated warning blared, Gwen dropping to her knees "This…can't be it"
"Sounds like you need a-a-ACHOO! Darn it, that was gonna be so cool"
The trio whipped around to see Heart's Fire rise up to their level on…a pillar of ice? "Since when could you do that?" Gwen gasped, Ben's eyes shining with excitement.
Max straightened up as an idea came to him "Heart's Fire, target the core with everything you got!"
The 'hero' raised her hands and, with a blinding white flash, froze the core solid. "Core temperature falling" the system announced, Max letting out a relieved/hysterical laugh as they realised their desperate gamble worked.
"You did it!" Ben cheered, wrapping Heart's Fire in a hug that Gwen couldn't fault him for for once "What happened with the bug lady?"
"Heh heh, (sniff) I left her to 'cool' off" Max and Gwen groaned at the lame pun while Ben snickered.
Going to pull away however, Ben noticed a slight issue "...Um, I think I'm stuck" he admitted sheepishly.
"Wait, seriously?" Gwen asked, eye twitching at Heart's Fire's poor attempts to hide her smile.
"Oh no, guess we'll just have to stay like this until I time out." she said, sounding entirely too cheerful.
Max gave her a flat look "You really have no shame do you?"
-Later-
As the Rustbucket headed back to the city, Ben held a hand to the side of his face that had been stuck to his 'partner' as he lay on the couch.
"Man, who knew a cold could mess up alien's so much?" he said, staring thoughtfully at the watch "I'll be glad when it's gone, it was making them act totally weird"
"Really? I didn't notice any difference" Gwen snarked before letting out a sneeze "Oh no…"
"Gwen, sounds like you've caught their cold" Max said sympathetically "Luckily I already made a batch of San Ju Yen Pien, it should just be in that drawer there"
Ben gulped as Gwen fixed him with a look that promised bloody retribution, holding his hands up in surrender he nervously chuckled "Uh, look on the brightside. It can't taste any worse than it smells right? Heh heh-OW! I give, I give! Grandpa help!"
-Canon Omake-
As Gwen lay on the couch she felt utterly miserable.
Funnily enough the cold was the lesser of her problems, the main source of her foul mood was…
"Now just relax Ben, we don't want you straining yourself" Scream Queen said tenderly.
Gwen felt her eye twitch as she watched the spectral 'hero' fuss over her cousin. Even Ben had told her he wasn't sick (so unfair), but when given an excuse to have someone pamper him he shrugged and went along with it.
All that would have been bad enough, except…
"Where'd she even get that nurse outfit?!" Gwen snapped.
Scream Queen simply gave her a smug 'eye smile' in return, while Max valiantly kept his focus on the road ahead.