A/N: This happens when Ben was 16 years old.
It was a nice day for the Tennysons, they were just visiting a museum and looking at the old displays that were in there. Right now, they were looking at a black 4-4-0 tender locomotive named Smokey. Apparently, he used to be a living locomotive. But age and time took their tolls on him. Rust covered his body and old age killed him. His body was given an overhaul for it to be displayed, but he was already dead during this time. His driver when he was still alive was heartbroken, and the fireman was sad too.
Meanwhile...
"Agh..."
Heavy breathing could be heard in someone's dimly lit basement, the one who was breathing was a stout old man with brown hair and a brown beard. His name is Smythe, but people called him "Steam Smythe". We'll find out why soon.
"I... shall... bring... back... the... past!"
Smythe continued to breathe heavily. Then, he shot up from his chair before he started running outside.
"I... must... bring... back... steam! I... must... bring... back... STEEEAAAMMM!"
Steam Smythe continued to run. When the neighbors saw him, they immediately went back to their houses. They knew he was crazy.
SLAM!
"Agh... Agh... Agh... Agh... AAAHHH!"
After reaching a certain distance, Steam Smythe stopped and screamed loudly. This made the people nearby afraid and try to get away from him as fast and far as possible. Then
"Agh... Agh... Agh... Agh..."
SPLASH!
Steam Smythe jumped into the waters nearby, after that...
RUMBLE-RUMBLE-RUMBLE-RUMBLE!
SPLASH!
"HAHAHAHAHAAA!"
A large behemoth of a steam-operated machine emerged from the waters! This was called the "Clocktopus", one of Steam Smythe's greatest inventions.
"Hahahahaha! Finally, time for a blast from the past! Soon, steam power shall rule again!"
After Steam Smythe said that, he made the Clocktopus walk forward. Each step shook the ground a bit, sending more people running to their homes.
Some Time Later...
The Tennysons were continuing to look at the displays on the museum when
THUMP! THUMP! THUMP! THUMP!
"Wh-What was that?!"
"I don't know, we better check it out!"
They heard loud thumping outside. Cautiously, they checked to see where they were coming from. When they did...
THUMP! THUMP! THUMP! THUMP!
"HAHAHAHAHAHAAA!"
FWOOSH!
SMASH!
The Clocktopus had smashed the roof of someone's house! Luckily, the people in there managed to get out of there in time. However, parts of their house were now destroyed including its roof. "HEY!" shouted Ben, before he started transforming.
FLASH!
"It's time for an "Upgrade" on that rusty old can! Or rather, a downgrade!"
FWOOSH!
SPLAT!
Ben turned into Upgrade, before rushing over to the Clocktopus and covering it in himself. When Steam Smythe saw this, he yelled "GET THE FUCK OFF OF MY CREATION!" before making it shake him off.
FWOOSH!
FWOOSH!
Ben managed to land on his feet, Steam Smythe then made the Clocktopus charge towards him. Ben extended his left arm and punched one of the Clocktopus' legs, making it fall down.
FWOOSH!
BAM!
"WH-WHOA!"
BAM!
The Clocktopus ended up hitting the ground hard, Gwen then yelled "Sonoris Bumbargos!" before trying to splash it with water. However, Steam Smythe was able to make it get back up and dodge the water.
FWOOOSH!
FWOOSH!
SPLASH!
Steam Smythe made the Clocktopus jump up high, Max then started firing at it with his blaster. However, Steam Smythe could make the Clocktopus move so fast that none of the lasers would be able to hit it. Max grunted as he continued trying to hit the Clocktopus.
PEW! PEW! PEW! PEW! PEW! PEW!
THUMP!
FWOOSH!
BAM!
"Agh!"
THUD!
"-GRANDPA!"
"-GRANDPA!"
When the Clocktopus landed in front of Max, it used one of its tentacles to swat him into a wall. "-GRANDPA!" Ben and Gwen both yelled, before they got into action again.
"HEEYAAH!" yelled Gwen as she tried using magic blasts, but Steam Smythe was able to quickly make the Clocktopus jump up high. He made it repeat this action while spinning around.
FWOOSH!
FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!
FWOOSH!
FLASH!
While the Clocktopus was jumping and spinning around, Ben tried blasting eye lasers at it. Unfortunately, it managed to dodge all of them. It then used its tentacles like a drill to dig and go underground, "Watch it, it could pop up anywhere!" said Gwen. Ben and Gwen then kept alert for places that Steam Smythe could pop back up. After a while...
BAM!
FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!
Steam Smythe made the Clocktopus emerge from the ground again. This time, he was using it as a drill to attack both Ben and Gwen.
FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!
Gwen spun around like a ballerina and threw magic blasts at the Clocktopus, "Ballerina Twist!" she yelled as she did so. However, the Clocktopus was operating quickly because of Steam Smythe's current state. "Wh-What the fuck?! H-How is that thing moving super fast?! It's only operating on steam!" said Gwen, "Guy either knows what he's doin', or he's just a madman. Either way, we gotta stop him." replied Ben before he tried firing a huge eye laser.
FLASH!
FWOOSH!
SPLASH!
Steam Smythe made the Clocktopus dodge, before driving it into the waters. Ben followed him, before switching to another alien.
FWOOSH!
SPLASH!
FLASH!
"Ripjaws!"
Ben turned into an alien he called "Ripjaws", "Time ta let it "rip"!" he said before diving down into the waters below following the Clocktopus.
When Steam Smythe saw that Ben was following him, he made the Clocktopus spin again. This time, it managed to create a water tornado that managed to suck Ben in it, spin him around and throw him across.
FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!
"WHOOOAAA!"
FWOOSH!
"Agh!"
Ben ended up getting a little bit dizzy. While he was dizzy, Steam Smythe made the Clocktopus punch him with one of its tentacles.
FWOOSH!
BAM!
"Agh!"
Ben ended up getting even more dizzy after he was punched. Then, he saw some parts of the water rise up and bring the Clocktopus back on the ground.
"Sonoris Bumbargos!"
FWOOOSSSHHH!
SPLASH!
BAM!
"Agh!"
The Clocktopus ended up hitting the ground hard again. After it did, Ben jumped back up towards the land before landing on the Clocktopus. He then proceeded to rip off some of its tentacles using his sharp teeth.
CHOMP! RIP! CHOMP! CHOMP! CHOMP! RIP! RIP! RIP!
"H-HEY! G-GET OFF OF THERE!" yelled Steam Smythe as he tried swatting Ben away using one of the Clocktopus' other tentacles but failed. Ben had jumped out of the way and landed in time. "Ocus Borrocus!" Gwen yelled, creating a tornado that made the Clocktopus fly and crash into another part of the ground.
FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!
"AAAHHH!"
FWOOSH!
CRASH!
"Agh!"
Some of the Clocktopus' parts ended up breaking, there were cracks and dents on it as well. But Steam Smythe wouldn't give up, he felt crazier than ever and made his Clocktopus get back up once again. "Alright, enough of this! Let's send this thing back to where it came from with a "blast"!" said Max, before throwing explosives at it.
FWOOSH! FWOOSH! FWOOSH!
BOOM! BOOM! BOOM!
"Agh!"
More of the Clocktopus' parts ended up flying off, the Clocktopus then started malfunctioning and smoking.
BRR-TAT-TAT-TAT-TAT-TAT!
"N-NO!"
Max then finished off the rest of the Clocktopus' tentacles, making it completely fall down. This would give either Ben, Gwen or both of them a chance to finish it and defeat Steam Smythe.
PEW! PEW! PEW! PEW! PEW! PEW!
BRR-TAT-TAT-TAT-TAT-TAT-TAT-TAT!
"WH-WHOOOAAA! WHOOOAAA! AAAHHH!"
BAM! CRASH!
After the Clocktopus fell down once more, Ben turned into Fourarms. Then
FWOOSH!
"Fourarms Finisher!"
"AAAHHH!"
SMASH!
He jumped up high into the air, before letting himself fall and smashing the Clocktopus into a million pieces putting its fire out and sending Steam Smythe flying.
"AAAHHH!"
THUD!
"Oomph!"
After Steam Smythe fell on the ground, the Tennysons surrounded him. By this point, he fainted and passed out. Ben then switched back to his human form.
FLASH!
Even More Time Later...
When the police launched an investigation on Steam Smythe, they found that he had syringes and pills in his basement. They took him away as well. The Tennysons then helped clear up the mess left by the battle and repaired all the damaged property.
"Thanks Tennysons, have a nice day."
"Seeya."
"Bye."
"Have a safe trip, officers."
THUMP!
WEE-WOO! WEE-WOO! WEE-WOO! WEE-WOO!
VROOOM!
"Well kids, now that our work here is done let's all go home."
"Yep, that's enough excitement for one day."
I'm beat, let's just go."
And with that, the Tennysons went back into the Rustbucket and went home to the woods where they lived in.