People watch in the city street as a building is engulfed in flames, sirens blare in the distance.

Inside the building, A boy and his mother run to the door, but a piece of burning debris traps them in their room. They look around as pieces fall around them; eventually, the ceiling above them starts to cave in. They both shut their eyes and brace for it but nothing happens.

The young boy slowly opens his eyes, seeing someone standing in front of them "...Who are you?"

They see a humanoid creature with diamonds for skin holding the ceiling debris above their heads

"I'm here to help" Diamond Head says as he throws away the debris as he turns his arm into a large diamond shield. He turns around and motions to the family of two to come with him. The boy is less afraid to follow than his mom.

Diamond Head looks to some stairs leading down "This way!" He said, but the stairs collapse before he could even try put out the fire in them

"Er, on second thought..." He looks to a barred-up window, a idea forming on his head "That way!"

Diamond Head punched a hole through the window with his shield acting as a battering ram. The people outside watch as the alien hero exits the hole and jumps straight down to the ground. Holding the boy and the mother with his arms, the crowd gasps surprise by his appearance as he turns the shield back to his normal arm

"I'm sure you all want to thank me, but really it's all in a day's work for-" the corner of his eye notices the kid he rescued holding three trading cards of a golden color, causing him to gasps

"No way! A gold Sumo Slammer Card!" He kneeled down as he looked with his shiny eyes at the cards "Where'd you get it? I've been looking all over for them!"

"I-It was a prize inside a box of "Sumo-Smack Cereal" the young boy said awkwardly as he avoided looking at the eye contact of his rescuer's eyes. The Rust Bucket pulls up and honks at Diamond Head, with Gwen yelling out the window

"Yo, Super-Doofus! The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away!" Gwen said with a very irritated look at Ben, Diamond Head looks both at Gwen and the cards, before focusing his vision at her

"Er- I knew that" He said as he hops inside of the R.V.

A car speeds through the city street, with two masked thieves inside. As Max drives the Rust Bucket behind them, Gwen looks at Diamond Head slightly annoyed by Ben's form ripping up a bit of the seat with his sharp edges

"Ugh. Ten aliens on that stupid watch and you turn into the one with a bunch of spike edges" she said as the R.V moved fast through the street

"Jealous?" Ben says before leaning out the side window and shoots a dozen of sharp crystals out of his arm towards the car. It hits them and sends the car spinning out of control "Jackpot!"

The first robber screams as their car crashes into a wall. As they recover, Diamond Head walks up to them and rips the car door right off

"Unless you punks want to know how it feels to be hit in the face by a diamond fist" Diamond Head picks the door of the car out with his bare hands before throwing it away "I suggest putting your hands against the wall"

The robbers look at each other and walk out of the car, doing as he says.

Diamond Head smiles smugly at his work, not realizing that the watch had started flashing green

"You punks picked the wrong day to be bad-" in bright green flash, he transforms back into a different alien "-Waargh!"

"Huh? Wha-?" The First robber notices the weird change of tone and spins around and sees a monstrous dog in the place of Diamond Head "Ahh! What in the world is that"

Ben looked at his hands as he realized he's now Wildmutt before shrugging and growling at the criminals so that they didn't have any idea of running away, a few seconds later police cars arrive, to surround them

"Freeze!" A police officer screamed while pointing his gun at them, before noticing Wildmutt who gave a friendly smile and held his head up expecting some form of praise for capturing the bandits

"Someone call animal control! We have some kind of mutant dog here!" The Police Officer shouted in a strict but cracked tone as he turned his attention back at the criminals and Ben

"Rrh?... Wrhr..." Ben voiced his complaints in growls before leaving to go back to the Rust bucket

The next day, a man named Roger knocks at a door, with a sign labelled "Dr. Animo" hanging outside

"Yo! Animo! I know you're in there. Open up!" Roger comes in, walking past all sorts of equipment, cages, and glass cases holding various animals

"Phew! Smells like a zoo in here!" Roger Said as he covered his noise after feeling the stench of the many animals kept inside the place. A figure silently follows behind him. As Roger turns around, he is extremely startled by the Doctor.

"HOW did you get in?!" Dr Animo angrily asked as he stared at the man

"Pass key. I am still your landlord, remember? Maybe not, since your rent is six months past due..." Roger said as he adjusted his tie

"All my funds go into my research. Now GET OUT! You're disturbing me!" Dr Animo shouted as he pointed to the door, wanting to be left alone to his experiments

"Hmm. Looks like you were "disturbed" long before I got here" Roger comments as he looks around the place before returning his gaze back at the doctor, frowning "Listen pal! Doc, you and your furry friends are out on the street, unless you pony up the green." He extended a hand outwards as he motioned to the doctor to give him something

"Pony up"... Dr Animo smirks as he picks up a frog from one of the cases. "Interesting choice of phrases... You must be an animal lover! Then you're gonna love this"

Animo sets the frog down and puts on an odd-looking helmet with two horn-like protrusions.

Roger pauses before laughing mockingly "What's that? You're a member of the "moose lodge" or something?" He asked in a joking manner

"This is my Transmodulator; phase number one. It creates and accelerates mutations at the genetic level. Observe..." Animo explains before twists a dial on his chest, activating the Transmodulator. Beams shoot out from its horns and to the frog on the ground, severely mutating it into a gigantic version of itself. Roger looks up and screams as the frog opens its mouth an engulfs him. All that is heard from him are some muffled grunts.

"I'm sorry! I can't hear you. Sounds like you have a frog in your throat! Ah-ha-ha-ha-ha! Or is that - the other way around?!" Dr Animo continues to laugh maniacally as the frog spits out Roger. He falls to the floor, groans, and passes out, Animo checks a slip of newspaper

"So close to having what is rightfully mine... All I need is a FEW LOUSY COMPONENTS to finish my work!" Animo complained as he grinded his teeth when he suddenly an advertisement on his television caught his attention

"-So whatever your need, from hair spray to state-of-the-art electronics, you'll find them under one roof at the grand opening of the district's newest MegaMart!" A TV announcer said over the image of a supermarket

"Ah! Just what the doctor ordered..." Dr Animo grins maniacally as he stared at the TV

Meanwhile Gwen, Max, and Ben were shopping at the MegaMart, with Ben currently transformed in Ghostfreak as they were walking down aisles in search of things. Ben strays from them when he spots the cereal aisle, finding a "Sumo-Smacks" cereal box with cards advertised inside.

"Sumo Slammer cards, cool! Hmm..." He puts a hand on his chin as he gets an idea before grinning

"Only canned octopus? Huh. I thought this store prided itself on wide selection" Max expressed his disappointment as he looks over the can of peculiar sea fruits

"Uh, Grandpa? No offense, but can we have a normal dinner for once? You know, one that doesn't involve stir-fried tentacles?" Gwen asked in a begging manner as her stomach couldn't handle any more weird food than whatever their breakfast was made of

"Heh! Nonsense. Now where do you suppose they keep the sheep's bladders?" Max said as he moved the cart along the aisle they were in, Gwen followed him with a groan before she heard the a distinct sound of coming from behind her

"Ben...?" She calls out his name as she turns the aisle corner, Gwen gasps as she sees a bunch of cereal boxes opened up and with their contents thrown around the place in the cereal aisle, as she could see a box moving slightly as it floats before a ghostly figure phasing his hands through the cereal box and plucking out the prize from inside

"Another red card! I'm starting to think that this is a scam!" He said before dropping the card on the floor where there were several other cards of different colors

"What are you doing Ben?!" Gwen asked him in a abrasive tone, the singular eye of the ghostly figure crawled through a jagged line that ran all over his body to look at her before his body turned to face his cousin

"Looking for the gold Sumo Slammer Card, Duh" he responded in a manner-of-fact way as to mock her for asking

"You're supposed to use your powers to help people, not find some stupid trading card!" She shouted at him but the Ghostfreak wasn't giving her rant any of his attention

"What's going on here?" The Store Manager walked up behind Gwen "Ahem" he coughed into his hand before pointing at the multitude of cards at the floor

Gwen turns to face him momentarily and when she looks back at where the ghostly alien was, he had vanished in thin air but she could hear a very faint voice saying "See ya wouldn't wanna be ya..."

"It wasn't me! It was my doofus cousin!" She said as she turned around to face the store manager, trying to explain the situation as best as she could without revealing Ben's secret

"Well someone is gonna have to pay for all this!" The Store Manager Said as he was taking no excuses, Gwen's shock turns to a glare

"So, uh, why are we buying all of this cereal?" Max asked as he looked at the mountain of cereal boxes on his shopping cart.

"Well, we would have only had to buy the one that I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt!" Ben said as he was sure that they would have not faced any consequences if his cousin hadn't interfered, he was still transformed into Ghostfreak and was 'trying' his best to not catch too much attention before they left the store

"Hello? You were trashing the whole cereal aisle as a ghost just to find some stupid piece of cardboard!" Gwen pointed out as she was livid that the dweeb left her to be thrown under the bus, he could have at least tried to do something as Ghostfreak that would have saved her from some scolding.

"Ben, now I can appreciate how much this card means to you, but don't you think you're getting a little obsessed?" Max really focused on that last part as he looked at his grandson with a somewhat worrisome look

"Maybe you're right, Grandpa. I don't deserve a Gold Sumo Slammer card. I mean, it's not like I rescued a bunch of people from a burning building or anything like that! Nor am I stuck like this and can't go into a supermarket without having to be a ghost!" Ben said in an obviously sarcastic manner as he reminded them of what he did the night before and of his current situation, however the latter had a more abrasive tone

"Superhero guilt tripping? That's pretty low" Gwen said as she was unimpressed by this action

"Hey, I don't think it would be too much to ask for a reward once in a while" Ben said with a menacing frown in his form before he notices a Sumo Slammer card display

"Huh? Yeah! Sumo Slammer cards; a complete set!" Ben said as he floated over to the display, focusing on the middle one, a gold sumo slammers card just like he was dreaming of getting his hands on. His face basically melted onto the display

"Let's check out the pet department" Max said as he moved the cart all chippy

"Please tell me you aren't looking for our breakfast..." Gwen asked as she was walking with Max, afraid of the answer he would give

"Someday you'll be all mine" Ben said in a creepy voice as he keeps staring at a display, he looks around the place before lifting his hand up ready to make it go through the display to grab the gold card. But before he can the watch begins beeping which infuriates him

"Now? Really? It hasn't even been 10 minutes!" In a flash he is now Upgrade and Ben sighs in defeat as he goes towards the electronics section as there he could do something while transformed into his tech based alien, arriving there he sees a vast amount of electronic devices on display when suddenly the entire shop begins to rumble. TV sets fall from their displays, people scream, and the walls burst, revealing Dr. Animo mounted on his giant frog.

"Whoa!" Ben left out as he watched Animo gets down from the croaking frog and begins to start pocketing the electronics.

"Hey, what do you think you're doing?" Upgrade said in opposition to whatever the crazy doctor was planning on doing with those electronics as he puts up his fists. The Giant frog uses its tongue to knock stacked boxes on top of Ben, he shifts his body to dodge it and Animo's attention is caught by the strange visage of Upgrade

"I don't know what you are, but I wouldn't recommend you to be a hero. Just run along and leave me, those who face me don't get a nice end" Dr Animo warned him as he shot him a menacing grin

"You aren't going to be doing anything, get ready for an Upgrade to your face" Upgrade said confidently as he jumped to try to fuse with whatever machine the man was using in his chest but before he could reach even close to the weird man,

Dr Animo smiles and snaps his fingers as the frog opens his mouth, his tongue coming out and grabbing Ben as the mutated frog swallow him, with Upgrade trying to punch his way out to no result. Animo mounts the frog again as security guards arrive on the scene to try to stop the mad doctor

"Freeze! Get down off that giant...frog and put your hands up!" A security guard shouts as he points a stun gun at the doctor bewildered at what he was saying and seeing

The frog turns to the guard and lets out a terrifying croak, scaring him well enough to faint as Animo confidently rides away on the frog

Meanwhile, Max and Gwen innocently look around in the pet section. Max reviews his list of items while Gwen plays with a hamster. Suddenly, Animo's frog lands in front of them. Animo turns the dial and red beams shoot out of his transmodulator again. Max pushes him and Gwen out of its way.

"Aah!" Max and Gwen look at the scene as the beam mutates a hamster and a cockatiel, both of whom explode out of their cages and stare menacingly at the gasping Max and Gwen

"Ariiiiise to your full potential, my pets!" Dr Animo shouted in a grandiose manner to the mutated animals, who all briefly bowed down to him before unleashing their mighty roars. However a bright red flash was emitted from inside the frog as it began to feel a lot of pain in its throat until it spits out XLR8

"That was the most disgusting thing I have ever been through" he commented with disgust as he rapidly shakes himself to clean the spit out, turning around he sees Gwen and Max scream and run away from the hamster as it roars at him.

"Oh, man! What kind of pet food are they selling around here?" Ben said as Dr. Animo throws a curious look at XLR8 before theatrically presenting his mutated animals, all aligned next to him

"Behold the genius of Dr. Animo. Nothing can stop me from getting what I deserve. Mark my words! Today I will make history, or- should I say...prehistory!" He said before going on to maniacally laugh like crazy

"We'll see that" XLR8 puts on his mask as he dashes towards Animo but before he can tackle the doctor, the giant parrot grabs him by the head with its beak and throws him against a few aisles

"Ben!" Max screamed as he and Gwen looked at the direction that he was thrown, Animo took notice of this and let's put a small smile as he twisted the dial in his chest with the horns in his helmet emitting a red glow. The mutant hamster responds to this and turns it's attention to Max and Gwen,

the two gasp and scream as the hamster roars, taking a step forward. As they run away, the hamster leaps over, cornering his family. Ben shakes his head and gets back up, seeing the danger his family was in

"Oh no you don't!" Ben says as he gets up and grabs both Gwen and Max, dashing away to the other side of the store and leaving them there. Almost immediately making back to the giant hamster to fight it as he begins to do speed punches to the creature, who retaliates with a claw swipe that is ineffective as XLR8 dodges without a bit of effort, moving so fast the creature loses sight of him before Ben lobs an American football at the hamster's head, getting its attention back and irritating it more. As he dashes away, the hamster gives chase as it gains on him and takes a leaping bite; Ben however gives a smug grim as he speeds out in a different direction quickly, as the hamster monster ram through a now knocked-over shelf. Before it could get up, XLR8 shows up with a large amount of rope from another section of the store and ties up the hamster

In incredible speed, right before the hamster tried to bite through the rope restraining it, a makeshift gaggle is out on it as XLR8 swipes his claws with a smile

"Uh-huh! That's right! Not even giant hamsters can mess with my speed!" He said as he punched the air in excitement incredibly fast, before striking a victorious hero pose

"Clean-up on aisle six" an employee says over the intercom as Ben hears a rumble, as the giant frog hops behind them, Dr Animo looks at the alien hero with vividly anger

"Annoying fool! You cannot stop me! I will turn Washington D.C. into "Washington B.C."!" Dr Animo screamed before he jumps from his frog to the mutated parrot, who flies off with him through a sky light, the frog following after

"You saved the store! If there's anything I can do to repay you...anything you want!" The store manager says to Ben as he walked over to him, XLR8 peaks at a gold Sumo Slammer card at the display and grins, before zooming quickly and coming back with the same spot he was just in now holding the gold card

"I'll take this as a reward" he lets out a happy grin as the manager is surprised but gives him a thumbs up in approval, Gwen shakes her head in disappointement as Max rolls his eyes before dragging Ben away by his tail

"We have no time for this, Ben. We have a giant parrot to follow" Max said as he drags his grandson along, all the while Gwen follows behind

Max follows after the screeching parrot in the RV "Ah, just like the good old days before I retired" Said Max as he reminisced on his past while working as a plumber

"So, exactly, what kind of plumber were you, Grandpa?" Gwen asked as it was definitely strange for her that her grandpa Max would be reminded of his job of fixing toilets when pursuing a giant monster bird

"Er- yuh- a darn good one!" Max responded as he turned to Ben transformed in Ripjaws on the passenger seat, who was mumbling something with an annoyed expression while he rested his head on one of his arms"Uh, Ben, what's the matter?"

"I can't exactly do anything against a mutant bird flying as Ripjaws, I wish I could choose what I turned into with this thing" He said as he looked out at the watch symbol in annoyance, as it the only consistent thing about was the ten minutes before he turned to another alien "How am I supposed to be a good hero much less a famous one if I keep changing into the wrong alien?"

"Being a hero isn't about the fame of others knowing you did something good, it's about you knowing you did something good. Being a hero is its own reward" Max said as his words seemed to carry the feeling that he had also learned that lesson in the past

"What's that from? Were you reading the greeting cards at the Megamart?" Ripjaws asked ironically since that sounded like something written in those self help cards as he splashed a cup of water over his head to keep himself hydrated

"Some of them" Max responded sincerely as he focused on the road ahead, Gwen gasps at her laptop before turning it to Ben and Max

"Bingo! Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't win some big prize called "The Verities Award", he flipped out. Anything about this sounds familiar, Ben?" Ripjaws angrily looked out the window. Max watches the parrot disappear by flying between some buildings which they couldn't follow due to the street layout.

"We've lost him. He could be going anywhere in Washington D.C." Max said as he couldn't see the giant parrot anymore, and thus could not follow behind it

"Or 'Washington B.C.'..." Gwen said as she remembered what Dr Animo kept saying, seeing it now that the man could let the past go

Ripjaws gasps as he understands the meaning of the puns that the doctor had made "That's it! I bet he's going to the Natural History Museum! Only place he could be!"

With a possible lead on their hands, Max pressed the pedal. They park in front of the museum where Ben finds a giant feather that Max picks up "Something tells me we're on the right track. Good thinking, Ben"

"Guess even a fish brain can surprise you once in a while" Gwen said as she crossed her arms to look at Ben

"And you should know, right?" Ripjaws responded as he sent a smirk her way with his large mouth full of sharp teeth

While walking inside, the Tennysons find several boxes labeled 'Mega-Mart Electronics' In front of them, next to a mammoth exhibit is Dr. Animo, fiddling with his machine. He stops when he realizes they're here and recognizes the watch symbol from earlier on Ripjaws chest, concluding that it was either the same creature from before or an associate of it

"You are a very persistent thing, whatever you are. I HATE persistence" Dr Animo said as he focused his gaze on Ben as the thing from Mega Mart who was playing hero

"We all know about you and your 'freakazoid' experiments, Dr. Animo! It's over!" Ben said as he pointed at the doctor with his finger's claw, ready to deliver him some alien justice as his aquatic menace

"Oh, but it's only just begun...! See, I only needed a few components to push my work into phase two: the reanimation of dormant cells." Dr Animo said as he turned to look at the surrounding exhibit and in particular the mammoth

"Er, does this guy come with subtitles?" Ben asked, confused by whatever science bla-bla-bla the crazy doctor had said, which caused Animo to get annoyed. The Omnitrix starts to flash green, and the Tennysons prepared for whatever alien came next with all hoping that Grey Matter wouldn't be the lucky one

"Breathing life back into that which has been long since lifeless. Observe!" Animo responds Ripjaws as he turns the dial twice this time. His transmodulator shoots beams into the mammoth, bringing it to life. It lets out a trumpet as it stomps down from its pedestal.

"Behold the genius that is Dr. Animo!" He shouts as he runs away to further inside the museum

"Now would be a really good time to go stop him...?" Gwen says to Ben as she backs away scarred by the massive beast, Ben is enveloped by the green light once more. Now he was transformed into Heatblast and he lit his fist into a large flame with a grin

"You guys get Animo, I'll take care of 'Jumbo' over here and make a mammoth barbecue." Ben says before shooting a fireball with his two hands at the reanimated beast, who in turn flinches slightly before attempting to slam Heatblast with it's body

Max and Gwen run out of the mammoth exhibit and after Animo, but come across the giant parrot. Gwen quickly looks around and plucks a spear from a caveman exhibit. She twirls the spear around and beats the parrot with it until it runs away.

"Ben's not the only one with skills" Gwen said as she held the spear with confidence before it broke in half, Max follows behind her, wide-eyed. As they enter a new room, they see Animo, who smiles before shooting beams at a Tyrannosaurus Rex skeleton. Skin forms and wraps around its bones; an eye lights up the previously bare socket. The T-Rex takes a step and roars a mighty roar at the two Tennysons.

The mammoth keeps trying to hit Heatblast into a wall but Ben keeps shooting fire towards the mammoth to disorient it which works well until the prehistoric animal goes on a berserk state as it swiped it's trunk maniacally at everything it came contact with as the Mammoth's eyes were closed entirely due to the burning lights that had hit it, temporarily blinding the beast. It's able to land a heavy swing onto Heatblast as it sends him against a egyptian sarcophagus, destroying it entirely as Ben gets up once he realizes that he was not only on top a dead body but one he had lit on fire, as the sprinklers started to drop water in the room all Ben could think was that Heatblast might not be fit for the situation

"Great, how do I beat that thing without burning the whole place down?" He pondered on how to solve this problem when he couldn't knock the beast out with a good punch, nor could he use all of his fire potency as the museum could easily burn down with all these historical things.

"The only way to beat it without causing a burned mess is by outlasting it, but how?" Heatblast said as he prepared himself both physically and mentally to do whatever he could to last longer in the fight until he remembered something, the mammoth was made for cold temperatures because of all its fur, so all be needed to do was increase the heat.

"Call me Sunstruck, because the heat is going up and up!" He said before increasing his own body heat higher than ever before as the water around the room begins to evaporate as everything becomes more dry. The mammoth begins to breath heavily as it's muscles begin to give up, his body steamed up with all the sweat and water inside feeling like they were evaporating. In less than a minute the prehistoric elephant falls to the ground completely unconscious and defeated as Heatblast dials down his temperature back to normal, the sprinklers coming back although much less potent than before

Dr. Animo flees on the back of the T. Rex, which almost hits Max and Gwen with its tail "I'd love to stay, but I need to claim the award I so richly deserve" He said before taking his leave

The parrot swoops down, Gwen gasps and screams as she's grabbed by it, with Max reaching out a hand to grab her but he is too late

"Ben!" Max calls out to Heatblast, who runs over towards Max to chase after the parrot and Gwen. As he leaves, Max bends down, picking up a photograph on the floor that had come off out of Animo when he left

"Where do you think you're going?" Heatblast said as he threw a fireball at the bird who screams loudly before flying higher to the sky, Ben is started slightly as he doesn't know how to catch the bird now until an idea comes to his head. Reuniting flames to his arms he points to the ground before blasting off into the air like a flaming rocket, his speed is quickly catching up with the bird but Ben has trouble stabilizing himself in the air as he can't keep himself going on a straight line for the parrot, he is but a few meters from it when the watch starts beeping once more

"Not now! come on just a little bit closer" Heatblast tries to accelerate even more and extend his hand out for Gwen to grab but a giant flash of red covers him as Ben begins falling down quickly, having now been transformed into Fourarms while the bird flies away with Gwen. Ben prepares himself for impact against the ground, doing a sonic hand clap to slow down his fall but he still leaves a hole in the pavement after impacting the ground. Ben gets up scratching his head before looking up

"GWEN!" Fourarms shouts as he prepares to run after the creature when he hears a familiar honk as Max comes in driving the Rust bucket

"Somebody called for a taxi?" Max said as Ben rushes to get inside the Rust Bucket the best he could in his form so they could keep on pursuit

"Spend a summer with your grandpa, honey. It'll be an adventure." Gwen said in dourly tone the words her mother had told her before she went on this road trip, all the while being carried by the mutated parrot by her backpack towards the Washington Monument

"Ah, I do love my work" Dr Animo said as he delights in the destruction he was causing as his T. Rex crushes a building, terrorizing the citizens of the city who screams in panic

"Well, my mom said only to use in an emergency" Gwen said as she reaches for her pocket and takes out a cellphone, she pauses slightly to think "I guess this more than qualifies"

"No sign of beak breath!" Ben said as he looked out for the mutated parrot. As he and Max drove frantically through the city to find Gwen

"There can't be that many places for the parrot the size of an elephant to roost" he said before handing over a paper to Ben "Here, look at what Dr. Animo left behind"

"Dr. Kelly accepts Verities Award" Fourarms spoke out loud what he read the newspaper before turning to Max "He's gonna finally pick up on his award! We gotta stop him!"

"First thing's first. We have to find your cousin" suddenly the phone rings and the caller was Gwen

"Gwen!" Both Ben and Max shouted as Grandpa picked up the phone "Where are you?"

"At the top of the Washington monolith" she said as she did her best to hold on to the monument as the bird lands on it

"We're close to that, hang on Gwen, we're coming!" Max said to Gwen on the cellphone as he stepped on the gas. The mutated parrot leaves Gwen, who is barely holding on the top spike of the monument

"I can't hold on much longer" her cellphone slips from her hands,

Ben and Max get to the base of the monolith as they see Gwen's phone hitting the ground, smashing it to pieces

"Gwen will be next" Max said as he looked to the top of the monolith, as he was able to see Gwen from there thanks to her bright hair and shirt colors

"Not if I can help it" Fourarms said before crouching down to do a super jump that quickly sent him up a good amount of distance as

Gwen tries her best to not fall, but the cold air of the night and the very polished surface of the monolith was not helping her and thus she lost her footing and began falling as she also started screaming as well until Fourarms swoops in and grabs her

"Gotcha!" Ben said as they start falling back down but Fourarms is able to stick the landing without any trouble, Max waiting for the two as he rushes to their side

"You're alright?" Max asked as Gwen nodded before she saw the giant parrot coming after them "Incoming!"

Ben turns around to see the giant bird grab him and start to lift him up with the intention of dropping him down with severe force, but instead Fourarms crunches it's talons enough for it to let go of it's grasp on him. Climbing up to its neck as he tackled the parrot

"We can do this the hard way or the easy way, your choice!" He shouted as he used two hands to restrain the birds neck while using the other two to also stop it from flapping it's wings restless as the two begin to decent in a diagonal angle, the parrot tries to use it's beak to remove for arms from itself but he is able to dodge the sluggish attempts by the bird. The Omnitrix begins beeping again and Ben prepares for the worst outcome of possibly turning into Grey Matter as not only they hit the ground, but the parrot is dragged on it by the momento they had built in the fall which thankfully for Ben knocked the bird unconscious as he changes into Stinkfly

"Go! Stop Animo. We're all right." Max said from as far as he motioned him to go

"Speak for yourself" Gwen groaned as she wasn't feeling all right in the slightest after all of that, Stinkfly nodded and flew out into the city.

Meanwhile, at Kelly Industries, Dr. Kelly is showing his reward to the tour group of VIPs

"And here is my Verities Award. Of course, it was an honor just to be nominated with a distinguished group of scientists" Dr Kelly said while chuckling along with the other people there when Dr. Animo and T. Rex smashed through a glass wall to invade Dr. Kelly's company

"Kelly! I believe you have something of mine". Dr Animo shouts at Kelly before Jumping down and grabbing the Verities Award "I'd like to thank the committee for this honor!" He said as he held the prize up

The T. Rex roars, swiping it's mouth towards Kelly, before Stinkfly rushes to swoop him before damage can be done to the man or himself. But quickly gets swiped by its tail, and falling on some rumble

"Somebody help me!" Dr Kelly screams as the T. Rex tries to eat him, Ben shakes his head before taking flight once more. Dr. Kelly screams while falling towards T. Rex's mouth but saved by Ben, he places Kelly on the floor

"What are you, you little pest?" Dr Animo shouted at Stinkfly in annoyance for being interrupted by some creature he didn't know or had any relationship with, however the Omnitrix symbol on Stinkfly's head gives him the idea that it was the same shape changing individual he had encountered the entire day since the Mega-mart attack

"Name's Stinkfly and things are about to get messy for you!" Ben said as he tried to make his hero entrance sound cool while pointing to himself

Dr. Animo shoots the beam at him after letting out a scream, Ben dodges his attempt and knocks him back with a shot of slime, making him drop the award

"No!" Dr Animo screams as he sees the broken award on the floor when he suddenly feels a tap in his shoulder, he turns around to see Stinkfly waving at him before he rips the Transmodulator out of the doctor's chest

"My Transmodulator!" Animo screams as he tries to grab back the device but is stopped by a single hand of Ben as he breaks the Transmodulator, releasing a wave of energy that causes the T. Rex to de-animate back into bones, crumbling underneath them and plummeting Animo to the ground while Ben holds on to the selling

"No...! No...! No!" Dr Animo shouts as he got up from the pile of bones, only to see the legs of Stinkfly right in front of him, when the doctor looks up, he was met with a good punch to the face

Meanwhile the mutant parrot who's woken up is approaching Gwen and Max, before he glows bright red, turning back to normal size and perches on Gwen's arm

"Don't even try to kiss up to me now" Gwen says as she points her finger at the now normal parrot

After helping tie up Animo before the watch's timing out, Ben left as the police came to arrest Dr. Animo at Dr. Kelly's workplace after he called them, with Ben watching the arrest away from the cameras

"Let me go! I deserve that award! I've got it coming to me! I want it!" Dr Animo screamed as he was dragged away by the cops and placed inside a police car

"For some reason, that sounds kinda familiar" Stinkfly says while contemplating on Dr. Animo's words. After picking up Ben, The Rust Bucket was ready to leave Washington D.C., as Max drove the RV, Gwen and Ben were in talking about the recent adventure

"I not only got the gold Sumo Slammer card, but I also snagged a trophy from Animo" Ben places the sumo slammers card in his collection and part of the Transmodulator in a box

"Plus, I guess saving the city from "Dr. Wacko" was its own reward" Grey Matter said as he looked out of the window, he felt... good as they left the city, knowing he had stopped a lunatic like Animo from wreaking havoc, like a true hero

"Don't forget you saved me, too. Thanks" Gwen says, being sincere for once towards him in a none aggressive way

"Yeah, well, that's what we heroes do best: Rescue hopeless dweebs from danger" Ben responded, also sincere but with a hint of pride as he crossed his arms

"You are -such- a major doofus" Gwen said to him, but not meant as an insult

"I know you are, but what am I?" Grey Matter said while giggling in what felt like a reflective tone but both cousins started laughing, as the Rust bucket and their road trip continued

[Author's notes]

Leave a comment follow and like to support the fanfic as it really helps, follow and like to support the fanfic

I think I should lay out how I go about writing a chapter, first I go to the Ben 10 wiki to copy the episode manuscripts to use as the skeleton of the fanfic, filling in what's missing along with additional details until it's fully complete. Then I go about remixing the entire chapter, changing around which alien he is in what scene and drastically changing certain parts to accommodate the aliens, I will also delete certain sections if they clash with each other or cause a plot hole to happen, it's not the fastest method as so far I'm still working on episodes 3 and 4 but I blame that on my inability to finish one thing before working on another. Krakken and Permanent Retirement are complicated episodes due to their settings but I'm working around it, I hope this fanfic can stand out amongst my other fanfics as it's my first time working on a non crossover fanfiction with a franchise like Ben 10, I am willing to work on more Ben 10 fanfics if I can find the right idea to work with.