A bright moon is lighting up the foggy forest below. A large lake that seemed to reflect the night sky majestically surrounded by trees and mist, stays undisturbed

"Cannonball!" Ben shouts while transformed into XLR8 as he jumps into the lake after a big build up of speed, making a large splash. Quickly popping up back to the surface

"Judges score... yes! Perfect 10! Yeah!" He says as he imitated a sports commentator before then imitating a crowd woo-ing "The crowd loves him!"

"A perfect dweeb is more like it" Gwen said as she watched unimpressed from the end of a pier, with a shining torch on hand

"Come on, dive in!" XLR8 said as he motioned Gwen to enter

"...Please! Who knows what nasty, slimy things are slithering around in there" Gwen said as she shines a torch around the lake's surface to illustrate her point, landing the torch on Ben. "I rest my case" Gwen said as she smirked, Ben could only frown at that

"What's the point in camping by a lake if you're afraid to get wet? Besides this is the only time I can get out here anyway" XLR8 said in a annoyed tone before smirking as he splashes the water from the lake onto Gwen, who just narrowly dodged getting soaked.

"Knock it off midget!" Gwen shouted as she walks away back to the Rust Bucket, but as she does Ben begins to violently splash around in the water.

"Hey! What's - Happen-? " XLR8 is unable to finish his sentence as he gets sucked under the surface of the water

"Very funny Ben... I'm not falling for it." Gwen said while walking back over to shine a light on where Ben went under "...Ben?"

The water bubbles and a giant green swamp-creature lurches out of it towards Gwen, growling at her. Gwen screams in fright, falling over and dropping the torch, which rolls on the ground to shine on the creature, revealing it to be Ben's Diamond Head transformation covered in seaweed

"Ben?" Gwen growled in anger, practically fuming from the mouth

"You should have seen the look on your face! Ah, priceless!" He said chuckling as he pointed at her while placing a hand to his stomach

"You are so busted when I tell Grandpa!" Gwen shot back as she picked herself up and stormed back to the Rust Bucket. He kept laughing to himself as he takes the seaweed off, wiping an imaginary tear from his eye.

"I can't believe she fell for it! A monster in the lake! How dumb can you be?" The water bubbles and splashes behind Ben, causing him to turn and see a gigantic silhouette of a monster rising out of the water behind him, shocking him greatly!

Diamond Head looks up towards the monstrous silhouette lurching above him. A tendril from the figure shoots out at him, grabbing and launching him across the lake. Ben pops back out of the water and looks around him for the monster. As he does, something latches onto him and drags him under. While underwater Ben gets a look at the monster's giant eye. Ben gasps and manages to break free of the tendrils to get back to the surface and the Rust Bucket. Diamond Head Burst into the RV waking Max and Gwen, out of breath.

"I was just attacked by a giant lake monster!" Ben gasped out as he tried to calm his racing heart, only to have a pillow lazily thrown at his face.

"Hello? Current events? You already got me with that one." Gwen snapped irritably from her bed while staring at her transformed cousin.

"But I'm not kidding this time!" Ben said as he moved his hands in a frantic manner

"Come on champ, joke's over." Max responded, too tired to play along with Ben's shenanigan

"But I-"

"Get some sleep, remember we have an early day tomorrow for our fishing trip." Max said as he turned over in bed to try and get comfortable again. Ben times out, transforming back into his Upgrade form, lying starfish-positioned on the ground outside the R.V.

"Why does no one believe me?" He looks back at the lake and considers going to investigate but his current form wouldn't do anything of good inside a giant lake so he just goes to try and get as much sleep possible for the morning

In the morning of the next day. Ben, Gwen, and Max walk along the coast, with Max carrying a fishing rod in hand, meanwhile Ben was describing his encounters with the beast

"No, really! It was humongous with these big blue eyes-!" Ben said as he held his arms up to the sky to show how big the monster was, he was floating by the side of Gwen invisible now that he was transformed into Ghostfreak

"I'm sure it was just some kind of big fish, that's all." Max responded as he couldn't fathom the boy's Idea, If they were in the ocean it, maybe, but a giant monster wouldn't be on such a small lake

"Yeah, so give the mega-fish story a rest, will you 'Captain Dweeb'? Aren't you supposed to stay hidden when in public" Gwen said as she not only had more than enough with Ben and his stupid story, but also because he was a literal time bomb waiting to turn into a big flashlight of light accompanied by an alien for everyone in the lake to see and scream to the mountains

"Just because I keep changing into aliens doesn't mean I'm missing my whole summer doing nothing but hiding, besides I don't have to worry about a secret identity when I can't even be my normal identity" Ben responds as that was his only problem with the watch, although it was quite a big one. Not being able to turn back to himself was cool, he was getting accustomed to the changing in size and weight of aliens, even when he changed between a floating alien like Ghostfreak to a heavy one like Diamond Head was seemly becoming more normal to him. But it wasn't cool when there were people around because he couldn't quite fit in, constantly changing aliens was not fun when all people did was look at you confused, scared or disgusted. He didn't know why but he always felt... strange when transformed into Ghostfreak, it was when his emotions and thoughts seemed to get the most negative, but he just assumed it was how the alien was, he wandered ahead, not really wanting the rather morbid thought to stay too much as he comes across a bucket of wriggling worms. Ghostfreak shoves a handful of worms up to Gwen's face with his now solidified hand, as the girl yeeps in disgust

"Breakfast?" Ben jokingly asked as he saved his solidified hand full of worms close to her face, as he could swear that Gwen looked ready to vomit

"Eugh- Ben, gross... What's with the bucket of slimies?" Gwen asked as she quickly backpedals from the worms

"Bait." Max said as he picked up one and ate it, causing both cousins to shiver from the sheer grossness "Also emergency lunch"

"Yeah- Well, I think I'm gonna pass on the fishing thing, I'll stay here and catch some sun instead!" Gwen said as she decided that she wasn't going with them, no matter what type of things the two would find while fishing

"Okay, but you don't know what you're missing!" Max said as he picked the bucket of worms

"I'm pretty sure I do..." Gwen said as she waved at them before leaving towards the beach

Max Turned to greet the man in the boat beside them. "Captain Shaw?"

"Who wants to know?" Asked a man with grey hair and sideburns wearing a red baseball cap, while he was tying a knot to a ship vessel. Turning to look at them with a frown

"I'm Max Tennyson." Max says as he looks to his side where is supposed to be, Ghostfreak waves back at the captain who couldn't see him "I chartered your boat today for a fishing trip."

"Well what're you waiting for, an engraved invitation? Get aboard, I ain't got all day." Shaw responded rudely, not changing his tone or expression. Both Max and Ben look at each other

"Wow, what a friendly guy" Ben commented before excitedly moving to get on the boat, though Max seems concerned. The ship sets off, down the lake. The ship sails slowly through the water

"Anything... interesting out there to catch today?" Max asked as he looked around the lake, wondering what type of fish were in this place

"More than you can imagine..." Shaw comments while Ben was in another part of the boat outside of Shaw's view as he had his head over the end of the boat.

"I'm going to keep an eye out for the lake monster. That thing's not taking me by surprise this time!" Ghostfreak comments as he turns around to keep his search for the lake monstrosity as he sees a silhouette in the water and gasps to himself

"There it is!" Ben shouted as he pointed at it, before flying towards it. The silhouette becomes clear as he comes close and it passes, revealing just a collection of brambles and rubbish "Oh, my bad."

After several minutes of sailing and no sight of the lake monster, the ship floats by. Shaw at the helm paying attention to the sonar, Max preparing the fishing rods and preparing some of the bait, and finally Ben who was doubting the existence of the monster after searching above and under water for it. As they comes up against a blockage of buoys and tape stopping them from coming to a designated area. "Do not enter"? What's going on?" Shaw asked as he read the tape in disbelief

"Looks official. Maybe we should turn back!" Max replied as he looked at the captain, but Shaw looked at him with a frown and Ben himself wasn't much interested in the fishing by this point

"Nonsense, this is my lake and I'll go where ever I-"

"Fishing boat! Stop where you are" a distant voice called out as it approached as a boat pulled up alongside them, with the crew greeting Shaw and the Tennysons friendly, and pulling up alongside their boat "I am Jonah Melville, the founder of 'Friends of Fish", we've closed this section of the lake for an environmental study. You'll have to turn your boat around"

"Suppose you make me, fish-hugger?" Shaw said using a confrontational tone to Jonah and the other crew as he breached Jonah's personal space

"Well, since I chartered the boat for the day, I believe I'm in charge. Isn't that right, Captain?" Max said as looked at Shaw, the captain grumbles and reluctantly makes his way up the boat.

"But what about the Lake Monster?" Ben asked, not realizing he spoke it out loud for everyone to hear. While Max looks worried, Shaw only raises an eyebrow as he looks around while Jonah just assumed it was a question made by the grumpy boat captain

"You're not looking after that old fish story, are you? The Krakken was it? Look, I'm a marine biologist. Anyone who tells you they've seen a monster in this lake, is casting without a hook" Jonah said while chuckling to himself as Ben scowled at him. Shaw's boat travels back to the docks, trailing behind the 'Friends of Fish' boat. When suddenly the sonar of his ship pings, alerting Shaw as he came to check on it

"The sonar! We've found something!" Shaw shouted as the instruments showed something big moving under them, Ghostfreak sees a shark-like fin pop to the surface of the water and points his grandpa to it, so he could signal Shaw

"Or something's found us! Look!" Max points and Shaw walks out and sees the fin dip below the water.

"The Krakken!" Shaw shouts as the fin passes under his boat, revealing it's true size, and rocking the boat.

"It's heading for the docks!" Shaw said panicked as he feared for the people there about to become the Krakken's victims

"Gwen!" Ben and Max both shout in unison. The Krakken's fin rushing towards the docks at a high speed, unbeknownst to Gwen, sitting at the end of the pier rocking her feet.

"Ah finally a little sun, and with my big-mouth cousin nowhere in sight, I can just lay back and relax..." Gwen said as she took a deep relaxing breath. "And with my big-mouthed cousin nowhere in sight, I can just lay back and relax."

She tilted her head back and closed her eyes, taking in the peaceful sounds of the lapping lake waves. Unfortunately, the sweet musical sounds were overwritten by an annoyingly loud horn just off the shore as Captain Shaw tries to warn the dock-goers by ringing the ship's bell about the Krakken. Gwen grimaced and looked out into the lake, spying two boats coming ashore, one of them she could see Max waving his arms at her and a vague silhouette coming her way that she thought it was Ben transformed into Ripjaws to pull another prank

"How many times does that doofus think I'm gonna fall for this?" Gwen complained as she thought about how much more annoying Ben was being today, the water suddenly rose up and a massive beast emerged from the lake, casting an imposing shadow over the redheaded Tennyson. Gwen had to tilt her head all the way back just to see the beast with its leathery green skin, its mouth of golden teeth, and the two tube-like tentacles coming out of the side of its jaw.

Before Gwen could even find the wits to so much as scream, the Krakken fell forward and smashed the docks underneath its weight. The pedestrians that had been standing on the docks were thrown into the water, including Gwen. The redheaded girl coughed violently when she breached the surface and turned slowly in the water, biting back a panic cry that threatened to leave her lips.

"That's not Ben!" Gwen screamed as she saw the huge creature, realizing that her cousin was right

"I told ya!- It's real! The Krakken lives!" Shaw shouts, slightly excited as he was right and everyone could see it now

"Sail now, gloat later" Max told the captain before hearing the beeping of the Omnitrix coming from a far and looking towards Ben in seriousness "Someone's got to rescue those people, good luck."

"Just hope I don't get Grey Matter, it's time for Ripjaws to go for the rescue." Ben said as he flew closer to the water as he was transformed with a green flash as Stinkfly

"I said Ripjaws, but I guess this works too" Stinkfly commented before flapping his wings and taking off faster. Ben sees that the Krakken dives to the water, heading towards Gwen and the other civilians trapped in the water, he speeds ups as much as he could as he hovered close to the water's surface, reaching the people in trouble, snatching Gwen out of the way of the Krakken and on to land.

"You okay?" He asked as places her down on the sand gently

"I think so, thanks for the save." Gwen said in between coughs of spewing water, Ben nodded as a response with his wings shooting a lot of sand up on Gwen as he takes off towards into the water to face the Krakken. "Hey! You did that on purpose!" Gwen shouted as she wiped the mud off her face

Ben rushes and zips back and forth through the water's surface; picking up the straggling pedestrians as the Krakken's webbed hands loomed over their heads, taking the other people in need back to land with Gwen. But while Ben was flying around saving lives, Jonah and his Friends of Fish group seemed more interested in self-preservation.

"Get us out of here!" Jonah screams to his crewmate, as they sails the boat away, with the Krakken taking notice and going after it, rearing up against it and rocking the boat greatly."Whoa!"

The Krakken rushes towards it again, but is stopped by Stinkfly shooting his slime at it's eyeballs, scaring it back. Ben jumps onto the boat. The Krakken swims to the front of the boat and tries to grab a crate off of it using it's front tendrils.

"No you don't!" Jonah shouted as he leaps, hanging onto the crate to stop it from being taken. Ben decides to help by grabbing the Krakken's tendril and dragging it backwards to prevent the crate from being moved. The monster knocks Ben backwards and tries again to get the box, but Stinkfly flies above the ship's ground, and uses as much mucus out of it's four eyes as possible to make a constant string of it to push back the Krakken while blinding it. The Krakken reals backwards roaring while trying to clean it's eyes and retreats.

"Thanks for the hand, and the... Slime" Jonah said appreciatively as he came up to the alien hero to shake its hand, although Stinkfly's smell made him flinch momentarily

"What's so important in that crate that you'd risk your life for it?" Ben asked as he gestured to the box while glaring at the man

"Um... Our lunch!" Jonah responded in a awkward manner, as the other crew-members nodded in agreement to further sell the answer they gave

"You almost got munched for a few sandwiches?" Stinkfly asked with a confused face in disbelief as that was a extreme action to take for something you could buy in a normal dinner

The Krakken jumps out the water and grabs the crate while they're talking, bringing it back into the water before it can be stopped. As it does, Ben gets ready to dive in after the beast, when he heard the Omnitrix beeping as it starts ticking red.

"Uh oh. Sorry, gotta fly." Stinkfly says as he leaps off flying towards the beach shore as the countdown timer beeped faster

"Almost there... I think I'm gonna- aah!" Ben says as he times out, transforming into Heatblast, still moving with the momentum of Stinkfly's flight and getting skidded across the water's surface like a stone, landing right on the beach's sand completely extinguished.

"Shaw, we need to go back to shore! Bring the boat around!" Max called out to the captain, who was currently pointing a harpoon guns at the Krakken

"Next time you're in my sights, you won't be so lucky..." Shaw says as he gets out of his harpoon gun and goes to stir the ship. After the Krakken's attack, Campers and dock-goers are all packing up and leaving the area as it gets dark. Meanwhile Ben, Gwen, and Max sit by a campfire as Ben is still transformed into Heatblast

"See, I told you so. That was the same thing that tried to munch me last night. Captain Shaw and I were right." Ben said as he rubbed a cloth on his head to dry his hair

"Just because he was right about the Krakken doesn't mean I was wrong about him. I want you to stay away from that guy. He's trouble." Max said as he looks at Ben, even if the man was right it was clearly that he wasn't entirely well on the head

"You're just being stubborn." Ben remarked, what he said almost made Gwen laugh from how ironic It was from Ben to say that about someone

"Yeah, don't you hate people like that?" Gwen comments as she sends a side eyes look to Ben's way

"We'll leave this to the experts Ben, like those 'Friends of Fish' guys." Max said as he trusted that now the situation would be dealt more accordingly, as the government was surely contacted and informed of the creature

"Experts? Who better to snag a lake-monster than the guy that is monster-buster super heroes!" Ben said as he tapped the omnitrix symbol on his chest with his finger, ready to go toe to toe with the lake monster

"I'm afraid this is just gonna have to be the one that got away, son." Max told him, Ben simply looked to the sides and scoffed

"...low-down no good fish kissers!" Captain Shaw mumbled frustrated as he walked by them, clearly angry at something. Gwen motions for Ben to hide which he does but not before rolling his eyes

"Captain Shaw, what is it?" Max asked as the captain walked by them, Ben listening closely as he hid behind the Rust Bucket

"The nerve of those 'enviro-punks'! They shut down the entire lake! Nobody tells me where to sail, and nobody's gonna keep me away from reeling in the catch of the century. Nobody." Shaw declares as he went towards the fishing dock where his boat was. A few minutes later Shaw ship sails across the lake, while the Rust Bucket sits nearby the pier as Gwen knocks at the bathroom door.

"Come on Ben! What did you do- fall in as Grey Matter?" Gwen asked half sarcasticly, Max walked up to the bathroom door next to Gwen, before he turned the door handle as Ben seemly forgot to lock it. He threw the door open and realized that the bathroom was completely empty, with small hand and foot prints on the leading up to the bathroom window. Gwen and Max shared a knowing look and groaned in unison as they already knew where he was headed.

Meanwhile back on Captain Shaw's boat. Shaw was dressing in a green wetsuit as he was steering towards the last spot where the Krakken had appeared, when he heard rustling sounds from behind him coming from under a tarp.

"Hey! No stowaways on my boat, even if you are only a filthy rat!" Shaw uncovers the tarp to reveal nothing other than a lifejacket sitting there, Captain Shaw just frowned as he looked side to side as he resumes his preparation for the hunt, not noticing Grey Matter hiding under the lifejacket, he swiped his forehead in relief for not being caught as they later made it to their destination. Captain Shaw weighed an anchor before preparing his diving equipment.

"She's probably been chased deep by those 'fishy friends'. Only one way to flush her out... with a little live bait" Shaw said while putting on his scuba gear, he also packs up a harpoon gun before putting on the respirator and dive into the lake.

Ben looked over the side before turning to see a spare red wetsuit and scuba tank "Too bad they don't make those for aliens my size"

Captain Shaw dives through the water, as he went deeper into the wreckage of the boats from earlier this afternoon, he noticed something that seemed out of place among the splintered wood and metal. Moving deeper the sight of a giant egg catches his attention, likely from the Krakken. As he decide to go back up, noticing that there was a second boat parked right next to the Shaw's vessel. It looked heavily fortified and armed with a mounted turret like a military vehicle. He silently waded over and Shaw climbs back up to his boat but as the captain did that, he's grabbed by people in gray wetsuits and was wearing matching masks with black and green visors.

"Don't you know night diving is dangerous, old timer? Unless of course, you went with a friend." The masked figure implied as two of his colleagues held Shaw by his arms

"I work alone. I ain't got no friends." Shaw said before he spat at the man interrogating him

"...and with a sparkling personality like yours?" The Masked Figure says half sarcasticly as he tilts his head at Shaw. Ben watched this and clinched his tiny fist as he couldn't do anything as the miniscule alien.

"I haven't anything worth stealing either." Shaw said as he started at the interrogator while gritted his teeth

"Ah, but you have us all wrong. All we want is information. Like, what did you see down there?" The masked figure asked as he grabbed Shaw by the chin and he brought his head closer to his face

"Nothin'. Same as always." Shaw responded, The masked figure nodded as he turns his head to the slide before punching Shaw to the ground, knocking him out cold. He takes off the mask to reveal he's Jonah Melville.

"Well... I have to be sure." Jonah said as he looked over the passed out captain. Ben sees this, and begins thinking of what to do, since that's what Grey Matter was good for, before the watch starts to beep.

"Come on, not now!" Ben said as he tries to press the button repeatedly to get it to stop which doesn't work, his beeping catching the attention of the fish friends as Jonah motions for one of them to investigate

"Take 'Ahab' here with us. Find out if he knows anything back at the Cannery. We'll come back later with a mini-sub to snatch the rest of the eggs." Jonah said as he throws a tracker into the lake, watching it dive into the depths before he and one of his co-workers stepped onto their own ship while another explored it

Grey Matter tries to run away until the transformation happens, hoping for Fourarms or Diamond Head as he hides under a cover. A green light shines under it as the muffled sound of the transformation catches the attention of the fish friend aboard the ship, he comes in closer and prepares his weapon to shoot at any one underneath who tries to resist

"Wraaarhhh!" Wildmutt screamed out as he leaps out of the cover and at the man, who is knocked to the side by the alien as he tries to run away towards the others, doing his best to shoot at the beast before he has his gun grabbed by Wildmutt before he smashed it to pieces. The man runs back to his colleagues as they watch confusion before Wildmutt slides into their vision which shocked Jonah and his crew

"What is that thing?" One of the F.O.F Crew asked the others of the crew as he pointed at the monstrous canine figure staring them down despite it not having any

"Questions later! Man the harpoons!" Jonah ordered as his crew fired lasers at Ben, with him able to dodge them without gaining much distance from them, their ship begins to move as Wildmutt makes a run to jump aboard before it becomes too distant. Jonah unloads an explosive he was holding in his hand which almost hit Ben, it ends up blasting the front half of Shaw's boat as it starts to sink while the explosion is enough to propel Wildmutt closer to the ship as he lands inside. Roaring as he begins to attack the crew while dodging their shots, throwing them around as he runs towards Jonah, slamming him against the wall of the ship as he prepares a slash

"Rrreeerhh!" Wildmutt screamed as he stood up in his two back legs as an electrical current went through his body, causing him to be disoriented and falling overboard. Recovering from it while resurfacing on the water, Ben hears an engine raving as he is targeted by Jonah driving the ship towards him.

"Let's run over that mutt, once and for all!" Jonah said as he drove the boat towards Ben with the intent to run over him. Wildmutt, now spotlighted, slowly swims away as Jonah's ship barrels towards him. He reaches a hunk of driftwood and his senses warn him of the incoming ship.

"Rarrh" Ben said as he got up in the driftwood. Baring closer, one of Jonah's crew stands with a turret, firing toward him. Curious, Ben looks around him for means of escape, he sees a hanging branch and prepares to make a pretty high jump before they got to him. In a swift jump he propelled himself up to safety, as the driftwood is blasted into bits after being hit by the boat.

Jonah Circles the boat and looks around with a spotlight, unable to find Ben hiding behind the branch, but seeing a fin in the water "It's getting too crowded around here" he shines a light on an unconscious Shaw "Dump the trash overboard"

Captain Shaw is thrown overboard as Jonah and his crew boat away. Wildmutt, swimming above the water's surface doggy style, grabs Shaw before he sinks. He rushes towards land while jumping from tree to tree while carrying Shaw on his mouth, seeing the Rust Bucket on the shore. The alien device emblem on Wildmutt's left shoulder begins to flash green and sound an alert. He groans with disdain as he starts to move faster. Outside of the Rust bucket, Gwen peers through binoculars in the search for Ben, as Max looks around while pointing a flashlight

"Any sign of Ben and Shaw?" Max asked as he turned to face Gwen as she shook her head side to side as a way to say no, the sound of Ben's alien form timing out catches their attention, looking upwards at Ben, who soon after transforms into Upgrade as he and an unconscious Shaw fall. The galvanic mecamorph catches the unconscious captain and makes his body thinner but also wider as he becomes a makeshift parachute, landing safely close by the Rust Bucket.

"Good thing it wasn't Diamond Head, his landing wouldn't be very soft" Ben commented while looking at the unconscious Shaw, after taking both of them inside the Rust Bucket, Ben talks about what they found out underwater as well as how Jonah and his crew were bad guys as Gwen taps keys on her laptop.

"...and I bet that the Krakken's nest is full of eggs! It would explain why she's been attacking everything, Jonah must be stealing her eggs!" Ben said as he told his theory, it was made while he was Grey Matter but it wouldn't take a genius to find the relation between all the current events

"And I think I know who Jonah is. I did a little checking on "Friends of Fish" and found out it's not listed on any environmental website. But I did find this:" Gwen said as she turns her laptop to him "Jonah Melville isn't a friend to any kind of wildlife, he travels around the world poaching rare animals. then crates them up, and sells them to private collectors."

"Crates them up"? Ben facepalms as he remembered what had happened during the Krakken attack in the morning "Oh man! I bet that crate the Krakken took off their boat had her egg in it!"

"Looks like we were both, a little too hard headed." Max responds as he admitted that both him and Ben committed a oversight mistake, both in different directions.

"We've got to stop them! They said something about going back to a cannery." Ben said as he fist pumped in the air with his upper two arms while his other two slammed together.

"All this talk doesn't change a thing. Mommy or not, that beast is mine. Let's go! I've a spare boat down at the docks." Shaw said as he was awake scratching the back of his head, which the Tennysons tense up at him possibly seeing Ben, who rushed over to fuse with Gwen's laptop but the captain ignores them almost completely before getting up from his seat after waking and making his way to the door, possibly not even seeing the alien due to how focused he was on catching the Krakken. The Tennysons looked at each other confused for a bit before smiling as they began following after the Captain as they moved towards the docks

"It'll take a while until the police can get here." Gwen said as she finished clicking buttons on her phone after dialling the police, as she, Max was on the boat while Shaw was at the docks untying the rope. As he finishs and is about to get on, the boat speeds off without him in a incredible speed, jet busters seemingly coming out of the back

"What're you doing? Get back here!" Shaw demand them as he waved his fist angrily at the family

"Sorry, Captain." Upgrade said as they couldn't let him come without revealing Ben's secret, as they were going to use some alien help to get things done.

"You don't know what you're doing! A monster's a monster, and I know a monster when I see one!" Shaw shouts as the boat speeds off, leaving the captain clenching his fist in anger. He shines a lamp around, seeing a much less glamorous rowboat off to the side of the pier. He takes a long, unbroken glare at it.

A crane pulls up a submarine suit holding an egg out of the water, setting the submarine down on the dock. Underwater, a clamp attaches to Melville's submarine pod, Krakken egg in tow, pulling him out of the water by a crane mechanism. It lowers him onto the cannery dock, as he passes the egg to one of his crewmate.

"Careful! -Or you'll be cleaning up the world's most expensive omelette." Jonah warned and the crewmate nodded as he dumps the egg in a cylindrical glass container with another, before closing the lid. Jonah cradles the eggs through the container.

"After we sell these babies to the highest bidder, we'll be kicking back on a beach in the Bahamas." Jonah said as he could almost taste the rolls of cash they were going to make. Underneath, the Tennysons arrive at the ladder entrance of the cannery with Ben's timer already beginning, as Max and Gwen begin to climb it.

"See if you can find the eggs." Ben said as he stood in the boat waiting for the next transformation and prepares to use whatever form he got, hoping to not get Grey Matter or Heatblast

"What about you?" Gwen asked as a green flash bang goes off, as the Ben transforms into a form where his arm gained white scales with webbed claws, he grew a lure from his forehead along with gills on his neck. Ben's jaws then became larger and more shark-like and in his place was a humanoid hybrid between anglerfish and man, this being the best alien for the situation at hand, Ripjaws. Ben looks at his hands and lets a excited grin as he got just what he needed

"I'm gonna kick some Friends of Fish tail." Ripjaws says before jumping into the river. A near instant after, the Krakken shoots up out of the water, knocking the boat Ben stands on aside, going up through the cannery dock flooring and coming face to face with Jonah.

"The bigger the Krakken, the bigger the payday." Jonah says before running to his submarine pod, as his crewmate open fire on the Krakken. One guard runs off inside the building, while another stays, firing shots that bounce off the Krakken's skin. To get to the eggs, the Krakken smacks aside the gunner, but Jonah snatches the eggs through the crane operated sub before they can be reached. Opening fire, Jonah repositions himself, though stopping his firing, Ben as Ripjaws leaps out of the lake and onto Jonah's machine's window, encompassing his view.

"You want to mess with a monster? Try me on for size." Ripjaws threatens as he climbs down to the machine's grapple holding the eggs, Jonah moves to fire point blank, but Ripjaws responds by biting the gunner arm off. The eggs get dropped and Ripjaws dives after them. Catching them mid air, Ben gets punches by Jonah, causing the eggs to hit the floor and break out of their containers, landing on the dock below.

Meanwhile Max and Gwen sneak inside the cannery, coming to a corner with a Friends of Fish member round it. Max pauses and tries to communicate to Gwen through hand signals. Below the cannery, Jonah's crewmate who had opened fire on the Krakken swims back to the cannery, climbing a ladder and coming up directly in front of Max and Gwen, as he aims his gun at them.

"All right, buddy. We can do this the easy way, or the hardy way" Max said as he held his arms out while Gwen hid behind him, the crewmate smiles before walking towards the two menacingly, causing them to back up. Behind him the side wall breaks apart as the Krakken's fin comes through

"Go high!" Max shouted as he and Gwen jump up onto the cannery's hooks, sliding along them as the floor beneath is swept away by the Krakken's fin along with the crewmate. Out the corner runs another, who is knocked down by Max and Gwen kicking him in succession as they jump off the hooks.

"Is this the easy way, or the hard way?" Gwen asked her grandpa as he just shrugs and smiles. Outside, Jonah and the Krakken both dives for the eggs, but the Krakken scoops them up first

"My eggs!" Jonah shouts as he dives for the Krakken, but gets side tackles by Ben

"They aren't your eggs" Ripjaws says as he dives into the water with the eggs, Jonah detaches falling directly onto him. Underwater, Jonah starts to beats Ben, continually punching him without remorse

"Rescuing babies? Very heroic, but not very smart." Jonah says as he goes to scoop the eggs while Ben shakes off the beating. Ben gets back to his senses and shoots towards the escaping Jonah. The two fight, Ben latching onto the suit, while Jonah punches him away. Ben pries the eggs from him and rests them in his mouth while fighting him off. The Krakken suddenly appears and knocks Ben aside and swims off, as Ben and Jonah race to it. Jonah lets out a sonic attack, causing the Krakken to reel and allow him to scoop the eggs. Ben smacks him to the ground, but gets pinned by the throat. Struggling, Ben grabs an anchor off the sea floor, hitting Jonah with it, before being thrown off while biting at him. Jonah scurries off while Ben looks down at the chained anchor. He grabs the chain and swings it around, sending it flying at Jonah, dropping the eggs and letting Ben scoop them back as the Krakken follows, Ben arrives at an open area along the sea floor. He gently places the eggs down in front of the Krakken, allowing it to take their eggs back. Jonah speeds towards them, narrowing on the eggs, but is grabbed by the Krakken's tendrils and has his submarine crushed around him. Now in the open without his machine, Jonah pulls a knife and stabs the Krakken, his knife breaking apart from the force, not affecting the Krakken at all. Jonah pauses as the Krakken roars, opening it's jaw. Before it can eat him, Ben puts himself between the two. The Krakken stares at Ripjaws and understands his plea of mercy, and goes back to its eggs. Jonah exchanges a look with Ripjaws before shrugging. Ben punches him.

On the surface, Ben hangs Jonah up on some debris. "Hang here for a while, until the police find a nice, dry cell for ya." He said as he went back underwater

Max and Gwen look on from the lakeside, as a police boat nears Jonah."Ha, 'good riddance to bad rubbish'." Max said as he smiles at seeing justice being served

"Got one!" Capt. Shaw shouts as he rows up to the lakeside in the rowboat, as Ripjaws is in a net along with seaweed

"I finally got me a Krakken! One of the eggs must've hatched. Imagine this trophy mounted on my wall." Shaw gloated as he thought on how he was going to make it into the newspapers for the catch of the decade. Both Tennysons exchanged looks of awkwardness at Ben as a green flash goes off

"Heh, I think your 'catch of the day' isn't exactly as advertised." Max said as he pointed at the captain's catch, Shaw holds up a lamp to the net, where nothing but seaweed was stuck inside. Down in the lake, Grey Matter smirked as he floated on the water before making his way out

"But I could've sworn..." Shaw mumbled as he shook his head, sure of what he had seen and he picked up. Out in the distance the Krakken howls, sitting on the lake floor with her eggs cradled.

[Author's notes]

Leave a comment/review as it really helps the fanfic, a follow would also be appreciated.

Boy this was hard, this episode may not look like it but it was hard writing what happened and how to take away the scenes of human Ben because he spent a lot of the episode alongside Shaw

In response to some comments:

1- Ben's DNA will not be altered by his constant changing of alien forms, it was more so a theory of Azmuth and not so a fact. Plus that would make Master control and the Destroy all Aliens movie make no sense considering Ben passed most of his time as aliens, it might be interesting but I don't want to deal with that sort of issue

2-giving Ben a ID mask fundamentally takes away from the premise of the fanfic, his stuck as the aliens and without that it becomes just Ben changing what power he has after 10 minutes. Plus the drastic change in size from the likes of Fourarms to Grey Matter would make the mask useless, because it would fall of from his face.

3- Ben will obviously unlock more aliens, but for season one he will have the classic roster up until the encounter with Vilgax

4- Ben experiencing body dysmorphia is interesting, tried to implement a bit in this chapter but I can't say it will be present in every chapter moving forward