Gwen stared at the line of people before her in frustration, impatiently tapping her foot before she checked the time on her cell phone.

"We've come all the way to San Francisco, and all we've done so far is stand in a line for a stupid video game in this heat….for TWO HOURS!" she finally snapped. Ben simply shrugged.

"And it's going to be worth it" He replied "And it's not just a 'stupid' game, it's Sumo Slammer 2.1!" He sighed happily "I'd do ANYTHING to get my hands on a copy"

"Thank god his 'partners' weren't around to hear that" Gwen thought nervously, her eyes flickering to the watch "Don't you already have that game?" she asked.

Ben scoffed "No dweeb, that was Sumo Slammer 2. THIS is Sumo Slammer 2.1! Now you can change your fighter's colour at ANY time" Gwen gave him a look of utter disbelief "Are you kidding me?"

"Let's not fight you two" Max said diplomatically "There's a nice air conditioned book store down the block. Why don't we wait there until the line thins a bit?" he suggested.

"And lose my spot? No way!" Ben shook his head "You guys can go if you want, I'll get my game and meet you back at the Rustbucket later"

Max hesitated to leave Ben alone, before deciding that if he stayed in line it might actually keep him OUT of trouble for once. And so, at Gwen's urging, the pair made their way to the store.

-Some time later-

Max and Gwen exited the store, refreshed and ready to meet back up with Ben. "Do you think Ben's gone stir crazy in that line yet?" Gwen asked jokingly as they approached the store.

Any levity was soon swept away as the store front exploded out, customers ran screaming as police pulled up to the scene. As they readied their weapons, a very familiar figure leapt out of the ruined store to engage them.

"Grandpa" Gwen began nervously "Why is Armizon attacking the police?"

Bullets bounced harmlessly off her (chest) as Armizon tossed a police cruiser like a softball, Gwen and Max hurried to intervene.

"I know he said he'd do 'anything' for the game, but this seems way too extreme!" Gwen yelped as Max pulled her out of the way of an unfortunate officer.

"Ben might be a little reckless at times, but I don't believe he'd do something like this" Max said as an armoured truck pulled up to the scene.

The driver's side door opened as a tall, blonde and well built man stepped out. Holding up his badge to one of the officers taking cover.

"Lt Steel, Special Alien Containment Team. We'll take it from here" at his words, a trio of armoured agents exited the vehicle and began to prepare a two man, cannon-like device.

"That doesn't look good" Max muttered, wincing as the shot launched Armizon back into a pizzeria "Shouldn't we..try and stop them?" he pointed out, Gwen however scoffed.

"If she could handle Vilgax, she can survive these guys" she replied dismissively "We should try and find Ben. Seriously, where could he have gone?"

A furious yell drew their attention back to the 'fight', as Armizon stomped out of the pizzeria. Holding the still burning oven over her head she launched it at the nearest police cruiser, the resulting explosion sending everyone scrambling for cover.

As Gwen and Max watched from their hiding spot Armizon appeared to scan the area, before snarling in frustration and leaping away.

"I have no idea what this was about, but we need to find Ben. We'll use the gps in the Rustbucket to track the watch" Max stated, the pair hurrying back to the R.V.


Stepping inside, that task proved easier than expected. As sitting at the table playing his new game was Ben, who gave them a curious look as they entered.

"There you guys are, I was starting to think you got lost or something" he joked, before noticing their unamused expressions "What?"

"Don't you 'What?' us doofus!" Gwen snapped, yanking the game out of his hands ("Hey!") "What were you thinking, setting Armizon on a rampage like that?"

Ben scowled, snatching the game back "I'm 'thinking' that I have no idea what you're talking about"

"Oh really?" Gwen turned on the T.V to the news channel. Sure enough, a report showing the incident was on screen.

"What the hell?!" Ben yelled, dropping his game as he sat up "Language, Ben" Max scolded, but Ben was too stunned to take it in.

"That's not her" he finally replied, Gwen gave a sarcastic laugh "So it was ANOTHER 12 foot floozy with huge…muscles, that just 'happened' to be in the same city as us?"

"Hero!" Ben corrected stubbornly "And I'm not going to let whoever that was, get away with framing my partners" grabbing his hoverboard from his bunk, he slipped past a surprised Max before making his way back into the city.

As Ben stared at the street that 'Armizon' had attacked, checking over a crushed brick while Max and Gwen approached.

"Returning to the scene of the crime?" she quipped as Ben waved her off.

"Can you give it a rest? I'm looking for clues"

"Ben, what do you think you could find that the police couldn't'?" Max asked, not unkindly.

As Ben struggled to come up with a reply he spotted something, a hulking figure moving through a nearby alley. As Ben's eyes widened in shock, 'Armizon' sprinted away.

"There she is!" Activating the board, and slapping on his Plumber disk, Ben took off after the retreating figure.

After the initial shock had passed, Max and Gwen made to follow the young hero. Barely able to keep him in sight, they tracked him to the 'U.S Mint'.

Pausing only for Max to catch his breath ("Who said…retirement was…relaxing" he wheezed), the pair made their way inside.

Entering the main work floor, they soon realised they'd lost track of him.

"Where'd that boy go now?" Max wondered. An explosion from across the room seemed to answer him.

"Oh god, what's he done now?" Gwen groaned, rushing to investigate.

As they cleared a conveyor belt, they found Heart's Fire threatening a pair of security guards "Ok, I refuse to believe that there are two aliens that look like that running around…If only for my own sanity" Gwen added quietly, before storming over to the seemingly rogue 'hero'.

"I don't know why he convinced you to do this, but Ben's got another thing coming if-"

"Gwen, get away from her!" Gwen looked back to find Ben hovering beside grandpa with Crystal Knight and Ripjaws beside them,

"Are you really still trying to-why do you already have two 'partners' out?" Gwen's anger fizzled out as the reality of the situation settled in "But then..who are.."

'Heart's Fire' smirked as she made sure to push her chest up "Isn't it obvious? I'm a real hottie!" raising a hand, the fake unleashed a wave of fire at the defenceless girl.

Gwen's eyes snapped shut as she waited for the hit, but it never came. Cautiously opening her eyes, she found a wall of green crystal shielding her from the blaze.

As she let out a sigh of relief that trailed off into a squeak as Ben swooped in to bring her to safety.

"Ripjaws, get everyone to safety. Me and Crystal Knight will take care of this fake!" setting his flustered cousin down, Ben popped the suit's wrist blade as the crystalline 'hero' shifted her own arms into blades as she followed him back into the fray.

"Why did Ben summon you if-/ Misdial" Max asked, with Ripjaws cutting him off with a curt and embarrassed reply.

With that taken care of, Ben took to the air as Crystal Knight rushed down 'Heart's Fire'. With a cheeky laugh the fake aimed a shot at the floor, slipping away in the smoke while Ben tried to track her from above.

"Finally, I was wondering what a girl needed to do to get your attention." the fake said, hidden from sight.

"You framed my partners for attention?" he snapped back, the fake simply laughing off his anger.

"Oh I wouldn't worry about these fakes Ben" the imposter replied "You'll have a 'real' partner soon enough"

As a fireball struck a bag of coins on the overhead rails, Ben realised it was right over Crystal Knight "Look out!"

The warning came too late and she was knocked down as the bag burst on contact, burying the 'hero' in freshly minted quarters.

Before she could push herself up the imposter dropped back to the floor, bathing her in a stream of fire and trapping her in a molten pile of metal.

"Now that she's out of the way, why don't you come down here, Ben~?" the fake beckoned him down.

"Alright, you asked for it" muttered grimly, gunning the board down with his blade raised…only for the fake to launch herself up with a burst of flames.

No time to dodge, Ben grunted as he was tackled off the board. Held tight by the fiery imposter, he soon found himself pinned against a wall.

As he struggled his captor smirked and adjusted her grip, one hand securing his hands behind his back while she held him against the wall with her chest.

"Did you dress up just for me? I'm flattered" she giggled, using her free hand to remove his hood "But I've been waiting a 'long' time for this~"

"A long time for wh-MMPH!"

Crystal Knight went eerily still as the watched the fake pull 'her partner' into a deep kiss, his eyes going wide as a fierce blush covered his face.

Pulling back, the fake gave the trapped 'hero' a taunting grin as Ben reeled from the unexpected 'contact'.

"Wh-why did you…?" He stammered, struggling to get his thoughts in order.

"Surprised? Maybe this will help…" Suddenly her face began to twist and morph, after several agonising seconds it stopped to reveal…

"BEVIN?!" Ben couldn't believe it "But how? I though you lost your powers after-"

"After our little lovers spat?" Ben's face twisted at her 'teasing' "When I took the power from your watch, it came with some pros and cons"

"Cons? I can only stay in human form for a short while. But given that you prefer…'exotic' women, I think that's not too much of a problem~" she explained, Ben doing his best to lean away.

"So what's the upside?" Ben asked, hoping to buy time for Crystal Knight to break free. "Seriously, what was taking her so long?" He wondered, the 'hero' only just starting to shake off her shock.

"(giggle) I'm sure you can think of at least two~" Bevin said, pressing harder against him as her face returned to Heart's Fire's.

"How dare you"

Bevin glanced over her shoulder at Crystal Knight, the 'hero' literally shaking with rage.

"HOW DARE YOU!" With a mighty yell multiple Crystal spikes grew from her arms, tearing the metal mess to shreds.

Wasting no time, Crystal Knight charged the stunned criminal, landing a brutal punch to her face and pulling Ben free of her grip "You dare defile my mas-'partner in such a way? I'll have your head!"

While Ben hurried to retrieve his wayward hoverboard, he made sure to keep one eye on the fight. "Man, she's taking this really personally" he noted "I mean, it was embarrassing and gross but I thinks he's angrier than I am"

Bevin leapt back, flinging a volley of fireballs that the 'hero' swatted aside with her blades as she closed the gap. Succeeding in pinning her to the floor with a bladed arm to her throat, Crystal Knight glared at the smug villainess.

"Putting on some 'girl on girl' action for Ben?" Bevin jokes, Crystal Knight sneered at the suggestion "If I were to do so, it would be with the 'true' Heart's Fire" she began pulling her arm back.

Before she could strike, the windows exploded as dozens of S.A.C.T agents repelled their way in. While Ben and Crystal Knight were distracted, Bevin placed her hands against Crystal Knight's chest ("U-unhand me!") before blasting her off.

Getting back to her feet, the three found themselves surrounded as Lt Steel stepped forward "Sorry 'Rock-Head', but there won't be any unauthorised withdrawals for you and your buddies on MY watch"

"Hold on, we're not with her!" Ben (having luckily pulled his hood back up) tried to explain, Bevin however smirked "You'll never take us alive!" unleashing a massive burst of flames, she scattered the agents (and Crystal Knight)

Cackling, she shifts forms into Stingwing. As Ben slashed at her, she managed to weave out of the way while blowing a kiss "We'll carry on our date another time~"

As she flew up through the glass dome, Ben prepared to follow when the S.A.C.T agents opened fire on the downed Crystal Knight. The shots, while doing no damage, did reflect off her skin causing even more chaos.

While Ben went to help, Steel leveled a pistol at his back.

"Stand down short stuff, we can help you. Once we've tracked down her flying pal ("Not her 'pal'!" Ben snapped) both of them will get an all expenses paid trip to Area 51" he threatened, unaware of the figure approaching from behind him until it was too late "We can get you away from them, kid. She won't slip away this time"

"Sorry 'scar-face', but this will have to be the one who 'got away' "

As Steel tried to shift his aim to this new threat Ripjaws simply grabbed him with her maw, shaking him around before tossing him away like a chew toy "You alright 'partner'?"

"Thanks for the save, I really didn't want to find out if this suit's bulletproof" Ben quipped, the aquatic 'hero' smiling widely in return.

The sound of the watch beginning to time out rang out, Crystal Knight planted herself between Ben and the agents before creating a wall of crystals to cover his retreat "Go! And be careful if that…wench shows her face again!"

"Wait, wench? What happened here?" Ripjaws questioned, utterly lost before the 'heroes' vanished in a flash of red while Ben made his escape.

By the time Steel managed to return to his feet all targets were gone "Damnit!" punching the ground he reached for his radio, "All units, spread out and search for any traces of them"


Outside Ben dismounted and retracted the suit as he met back up with Max and Gwen, the pair relieved to see him in one piece. "Thank god, you're okay. I was worried that…wait, what's that on your face?" Max asked in concern.

Confused, Ben checked his reflection in a nearby window to find what looked like soot 'lip marks' over his mouth "Oh gross, I didn't need reminding of that" he shuddered, wiping it away.

"Those better not have been what I think they were" Gwen muttered numbly, Max not faring much better.

"Trust me it wasn't my idea" Ben replied grimacing "But we need to get out of here, there's some crazy alien hunters inside that..uh oh"

The trio came to a sudden halt, almost running into a S.A.C.T agent as they turned the corner. When the agent raised his rifle on reflex, Max moved to cover his grandkids. "Whoa there friend! Easy with the hardware"

"What's going on there, soldier?" Steel questioned, as he approached the agent.

"False alarm sir, just some civilians" the agent replied, Steel gave them a clinical once over before focusing on Ben.

"Looking a bit nervous there kid" he commented, Ben hurried to hide the watch behind his back.

"Uh, no. No I'm…I'm fine?" Steel's expression was unreadable, the trio growing increasingly nervous under his scrutiny.

Suddenly his radio crackled into life, breaking the tension "Sweep complete sir, no sign of any of them. It's like they just vanished into thin air"

Acknowledging the report, Steel gave the Tennysons one last stare "I don't suppose you three have seen anything…strange around here?"

"No sir, but we'll be sure to tell you if we do." Max said, holding back a sigh of relief when Steel stepped aside to let them go.

As the trio made their way back to the R.V, Steel turned to the agent "Keep an eye on them, according to the reports that kid looks exactly like those freaks' type. Better to be safe than sorry"


Back at the Rustbucket, Ben filled his family in on what happened at the Mint "..So it was Bevin at the game shop too. It was all a set up to get my attention!"

"Sure, it was your 'attention' she wanted" Gwen replied sceptically.

"Please don't bring (ugh) 'that' up again" Ben shuddered, wiping his lips again "Besides, I want to know what the Steel guy meant by 'this time'. So hurry up with your nerd search"

"Trust me, I don't want to think about it either" Gwen snarked "And I have found something, so maybe try a thank you?"

"Yeah sure, thanks. Now what'd you find" Ben replied dismissively. Gwen rolled her eyes in response as she turned the screen around.

"Your crazy ex ("Not my ex!") has been busy, and not just here." she clicked through multiple news articles "Wild-Gal in Tallahassee, Ripjaws in Chicago, Scream Queen in Barstow!"

"Huh, it says in the reports that they attempted to abduct young brunette boys at each scene, before abandoning them for unknown reasons" Max noted, an uncomfortable feeling in his gut.

"So she was searching for me?" Ben pieced together before scowling "And she made my partners look like criminals at the same time!" Ben said angrily, missing Max and Gwen's flat looks "Next time she shows her stolen face, I'll-"

A loud series of screams from outside caught their attention, the trio watching out the window as a cable car covered in a very familiar purple lined, black metal raced past downhill.

"You were saying?" Gwen joked nervously as Ben geared up for action once again.

"Alright, time to fight tech with tech" successfully summoning Ultra-T…after summoning Wild-Gal "You guys ready to-are you ok?" he asked, noting how agitated they both looked.

Wild-Gal was snarling as she sniffed the air, while Ultra-T's 'eye' appeared to frowning "GRR…where…is she?"

"Bevin? She's hijacked a cable car, so we should-"

"Target acquired" Ultra-T stated, fusing into the hoverboard and extending it to allow Wild-Gal to clamber aboard before giving chase. Ben was forced to hang on tight to the feral 'hero' to avoid being flung off the speeding vehicle.

They were so focused on catching up to Bevin that they failed to notice the S.A.C.T agent observing them from the roof.

Easily catching up to the runaway car, Ben flew alongside it as the 'heroes' leapt aboard. Ultra-T prepared to fuse with the car to combat her directly, before a tendril shot out and snagged Ben, pulling him inside "Don't be shy Ben, I set up this little ride just for you after all~"

"Get off!" he struggled against his restraints until the pressure began to lessen. Looking down he soon found out why, although he wished he hadn't.

Bevin, abandoning the car, fused directly onto Ben's suit "Ooh~ If I knew this was possible, I'd have done it back at the Mint"

Ben's eyes widened as Bevin forced his limbs to his side, the feeling of dozens of hands running across him as her 'face' appearing on the inside of his mask "Actually, why don't we get out of here and find somewhere more 'private'~"

"Cease your violation of our partner at once!" came a furious synthetic yell, as Ultra-T slid into the car before also launching herself onto the unfortunate young hero "Oh come on!"

As Ben staggered back and forth Wild-Gal entered the car, not that anyone noticed as they were too distracted by the display before them. The two technopaths rapidly shifted across his form as they tried to force the other out.

"Haven't you ever heard 'three's a crowd'? So back off! " Bevin taunted, a hand forming over Ben's back to grab at Ultra-T's head "Besides, why would Ben want you when he's got the upgraded version right here?"

"Your statement is laughable, you are simply an inferior copy!" The 'hero' shot back, pulling Bevin back…and accidentally sending Ben into a bench.

As the fight continued, one would attempt to take control of Ben's limbs to try grab the other when they were partially detached. One particular clash ended up with the two, both detached from the waist up, engaging in a 'brawler' lock…with the young hero's head caught between their voluptuous chests.

"MMPH! Wild-Gal…helMPH! Grab…MMH!..Bevin" Ben managed to call out as the two continued to shift over and around him.

"Can't..grr..tell who…who" she growled apologetically, the mess of scents throwing off her 'vision'.

"Should we…do something?" one of the passengers whispered, as Ben's muffled complaints could be heard from the mess of bodies "I'm not paid to deal with…whatever that is" the conductor replied, though his eyes did trace over their forms "...But maybe I could give it a go?"

Managing to plant his feet, Ben managed to bring his hands up to push them off his face. In doing so he also got a good 'handful' of both fighters.

Not that he noticed, but everyone else sure did.

"Wh-ho-ho! I didn't know you had it in you Ben~/P-partner-Ben! I-I must ask you to be gentle~" the two gasped out in surprise.

A familiar mother covered her son's eyes "I thought we'd left these deviants behind in D.C" she moaned.

"Finally, some breathing room" he gasped, before tilting his head as his right hand brushed over something "The watch logo?…! Wild-Gal, on my left!"

Bevin realised what was happening too late, as the wild woman pounced at her and ripped her free from their 'partner'. As she tried to slither up and reform, a bright purple light caught her attention and she looked up to see Ben pulling back an Ultra-T enhanced wrist blade.

"Don't-AARGH!" The shapeshifter was blasted out the car's window by an energy 'slash', landing in the bay up ahead…wait.

"Ultra-T, the breaks!" Ben screamed, the synthetic 'hero' fusing with the car and brought it to a sudden halt.

Ben was 'lucky' enough to land on Wild-Gal as he fell, the 'hero' happily securing him from any harm. The passengers' stop was less comfortable.

"Thanks Wild-Gal" The 'hero' nuzzled him as she held up to the crook of her neck "Well that didn't go exactly as planned, but it worked out right?" Ben asked, before wilting under the glares of the passengers "...We should go"


The sun was setting by the time his partners timed out, allowing Ben to slip away and meet up with Max and Gwen at a secluded parking lot.

"Man, am I glad that's over" he sighed, accepting a hug from Max "But I guess I know Ultra-T can fuse with the suit now"

"Wait, what?" Max asked in concern.

"Yeah, it feels weird though. Or..it did when Bevin did it" he shuddered at the memory "But with Ultra-T? It actually felt kinda..nice"

"Nope!" Gwen cut in loudly "We're not talking about being 'inside' another alien. Let's just head back to the Rustbucket and-"

"You won't be going anywhere little lady"

"Oh you are kidding me!" Ben groaned as Lt Steel appeared from behind a nearby building, eighteen armed agents moving to surround the family.

"Now you have two options. Tell us what you know about these aliens, or spend the rest of your lives in a cozy little cell" Steel threatened, Ben's eyes instinctively drifting to the Chaquetrix. This did not escape Steel's notice "That watch is important to them, isn't it?"

As he grabbed Ben's arm, Max was only held back from attacking thanks to the sheer number of weapons aimed at him and Gwen while Steel interrogated Ben. "Does it send some kind of signal for them? Why do they target young, brunette males? What's your relationship with them?"

He was far too close to the truth for Ben's comfort, or for Max and Gwen's for that matter. Fortunately, luck seemed to favour them today as one of the agents stepped forward "Sir, we're gettin reports about a hot-I mean a crystal woman attacking the Golden Gate Bridge. It sounds like she could bring the whole thing down!"

Letting go of Ben's wrist, Steel called for an extraction chopper "This isn't over" he promised as the chopper arrived.

As Steel and his agents made their exit, Ben sighed and fished out his Plumber badge for the third time today "Well, 'third times the charm' right?"

"Yeah but for who?" Gwen asked in concern as Ben suited up and took to the skies.


Arriving at the bridge Ben could see that, to the surprise of no one, Steel had failed to stop Bevin. In fact the man was currently being beaten senseless atop one of the towers, with Bevin shifting one of her arms into a blade, preparing to finish the job.

"Oh no you don't!" Ben thought, pushing the board faster, he soon reached the tower with Bevin turning to greet him.

"There you are. Sorry about the mess, I'll just take care of this and them we can get down to business~"

"I'm not playing around Bevin, we can do this the easy way.." Ben said defiantly while slamming down the dial, summoning Armizon "..Or the hard way"

Bevin let out a amused sigh "Sorry Ben but I'm not into threesomes, I don't like to share"

"Huh?/ As if we'd ever let you join in!/ …Just kill me now" Ben/ Armizon/ Steel replied.

Bevin smirked at the wounded agent "Well, since you asked so nicely.." with that limited warning Bevin hurled him away, Ben letting out a horrified "NO!" as he urged the board forward.

"Don't leave yet Ben, you just got here" Bevin smirked, reaching out to grab him…only for her arm to be caught by a furious Armizon.

"I think you've manhandled our man quite enough!" delivering a pair of punches to the shapeshifter's stomach, lifting her into the air "And we still owe you for stealing his first kiss!"

Grabbing the airborne girl, Armizon slammed her back down, Bevin letting out a pained gasp as she hit the deck.

As the 'hero' reared back for another punch Bevin raised her palms up and fired a volley of crystal shards, Armizon staggered as the shards deflected off of her.

As the muscular 'hero' was forced back, Bevin kicked back up onto her feet. Arms shifting to blades, she slashed wildly with each swing creating small but noticeable cuts on her arms.

"Ben doesn't need you 'fakes' anymore! I can have any form at any time, I'm ALL he needs!" the villain ranted, until a swift uppercut to her chin knocked her for a loop.

"You might be able to copy our looks and powers, but that's not all that Ben wants!" Armizon grabbed the smaller woman in a bear hug, squeezing so hard small cracks were forming on her skin "He wants us for WHO we are, not what we can do"

Bevin's form shifted into Heart's Fire before erupting in an intense burst of flame, steadying herself as Armizon was forced to let go and back away. "Puh-lease, Ben belongs with ME! Once I get rid of you, he'll realise how much better together WE can be!"

"Don't bet on it!"

Bevin was suddenly battered from all sides as XLR8 blitzed her at incredible speeds, before falling back beside her fellow hero. Confused, Bevin then looked down as three small spheres landed at her feet.

The spheres detonated, tossing her over the side of the bridge support while Ben brought the hoverboard down alongside his 'partners'.

"Sorry I took so long. That Steel guy was being really stubborn" he apologised before focusing his attention on Bevin, now having taken Stingwing's form "You two ready to wrap this up?"

As she made a wild charge at the trio her form shifted again, leaving her back in her human form as she collided with Armizon. The three heroes winced as the girl bounced back, landing hard against the metal support.

Ben stared down at her, face unreadable behind his mask as she weakly raised a hand up to him.

"Ben please, I'll do anything you want!" she begged "I can give you anything they can, so-"

"What I want is for you to leave me alone, and stop running around like a cheap copy of my partners!" Ben snapped, Bevin went still as Ben wondered if she was actually listening to him.

Her eye flashed purple as a manic grin took over her face "Copy…right. Right, I shouldn't copy them, they're flawed. Weak! I can be more. I can be better!" pushing herself up she began to rapidly morph and shift, the painful display causing Ben to look away while his 'partners' grimaced as Bevin let out a pained scream.

Looking back, Ben froze at the sight that greeted him. Bevin, breathing hard, was now a chimera of the ten original 'heroes'.

Her body was mostly Armizon's but with her upper arms now resembling Heart's Fire and Crystal Knight, her lower arms resembling Wild-Gal. XLR8's tail swayed behind, growing from Heart's Fire's hips while Stingwing's wings grew from a patch of Ultra-T's 'skin' on her back. Her face was framed by Ripjaws' fin 'hair' with Scream Queen's eye on one side of her face, while the other had a pair of Cerebra's eyes in the 'style' of Armizon.

Flashing him a wide, fanged grin, she spread her arms wide to give him a better look.

"Well Ben, what do you think?~" she laughed as Ben involuntarily moved back "What have you done?" he whispered as she continued to laugh "I took the best 'features' of all those wannabes, and put them together in one perfect package"

"Holy…This girl is certifiable!" XLR8 muttered, tensing as Armizon timed out "No! Not ye-"

"One down" Bevin taunted, flames and crystal shards forming from her upper arms "One to go"

"Ben, get out of here" XLR8 ordered grimly, Ben's head snapped in her direction.

"No way, I'm not leaving you with her!" he argued, preparing his wrist blade "We'll take her down together. Show her what 'real' partners look like"

Feeling his determination, XLR8 grinned as her mask slid back into place "Alright, let's kick this psycho's as-"

The tense standoff ended rather abruptly as an intense beam of energy struck Bevin in the side, launching her off the bridge and leaving her to plummet into the waters below.

"...Well that was anticlimactic" XLR8 pouted as Ben hovered to the towers' edge to see where the shot had come from.

"Huh, that came from the alien hunters" he noted, watching as the crew kept their cannon aimed high "What are they aiming at now?" he wondered.

"Those jerks? I guess they aren't so bad after al-WHOA!" XLR8 was dashed to the side as the team fired again, the shot punching through the shot she had just been "Nevermind, they still suck!"

"Damn! Get ready to fire again men, once we take this last freak out we can secure the boy and work on undoing whatever sick mind control they have on him" Steel ordered, determined to put an end to this alien debauchery.

"Mind control..is that what we're calling it now?" one agent snorted skeptically, before flinching under Steel's cold glare.

"Now prepare to-wait, what are they…?" As Steel watched through his binoculars, Ben dismounted his board before climbing onto XLR8's back.

XLR8 gave the crew a mocking wave before speeding off, down the side of the tower and vanishing into the traffic on the bridge. His target long gone, Steel's eye twitch as he pitched his binoculars onto the road in frustration.

"God damnit!" he winced, holding his injured ribs "This isn't over, I'll hunt those freaks down if it's the last thing I do!"


Making it back to the Rustbucket, and encouraging Max to book it out of New York asap, Ben collapsed into the passenger seat with a tired sigh.

"I'm glad you made it back safely Ben" Max said, giving him a concerned look "But are you sure you're ok, it sounds like what happened to that girl was…unpleasant"

"I'm alright grandpa" Ben replied "I just don't get what happened to her, she was like…totally obsessed with me!" he shuddered "Good thing my real partners don't act like that"

Max and Gwen shared a flat look, Gwen shook her head while Max just sighed heavily.

"Yeah. Good thing…"


-Non Canon Omake-

"Hey, so when XLR8 dropped me off she said you wanted to talk about something" Ben said, staring up at Heart's Fire curiously as the 'hero' fidgeted nervously as Max and Gwen kept a close eye on the pair.

"I just…well after what that bi-("Ahem" Max faked coughed)...that 'girl' did using my face, I decided I had to make things right" she explained, Ben tilted his head in confusion.

"But you didn't do anything wrong-" he replied, Heart's Fire shook a finger as she cut him off "Nope, she messed up something totally special. So I need to make it right"

Seeing that this meant a lot to her, Ben shrugged and decided to play along "Ok, go ahead with..whatever you need to do"

Gwen realised what was happening a second too late "Wait, don't you dare-!"

'MWAH'

Ben blushed as red as Armizon as Heart's Fire pulled back from the kiss, the 'hero' smiling blissfully as she let out a satisfied sigh "That's better, right 'partner'~?"

As Ben's brain was rebooting he heard the faint hum as Gwen aimed the Null Void Projector at the pair'.

"Gwen no!" Max yelled in panic.

"GWEN YES!"