Chapter 12 - Permanent Retirement

Ben and Gwen stood in front of an ice cream counter, staring at the flavors.

"Have you picked a flavor yet?!" Ben shouted, as Gwen flinched at her cousin's exaggerated urgency.

"Will you be quiet? I need complete concentration," Gwen replied, seriously focused on the display.

"Concentration? On what? Choosing which ice cream flavor you want?" Ben mocked, sighing in frustration. Gwen ignored the provocation and went back to studying the available options.

"What flavor is that one?" she pointed to a light green one with brown chunks.

"Mint chocolate chip," Ben answered, already impatient.

"And that one?" she pointed to another, full of mixed colors.

"Sherbet."

Ben started banging his head against the wall beside him. "Make her stop, make her stop, make her stop!" he groaned while Gwen smiled, oblivious to his despair.

"Do you make sundaes?" Gwen asked the attendant.

"Yes."

Gwen squealed with excitement. "This is so fun!" Ben groaned in defeat, realizing they might be there all day. He looked out the window and saw Grandpa Max refueling the Rustbucket.

"Man, I'm starving!" he grumbled.

Beside him, a pyramid of cookie boxes looked like a mirage in the desert. Without thinking, Ben grabbed one, but the unstable structure collapsed, burying Gwen, who had just walked up. She emerged from the cookie pile with a sour expression.

"Smooth move, Ben!" she said sarcastically, brushing crumbs out of her hair.

"Sorry, let me help." He reached out a hand, trying to fix the mess.

Outside, the two joined Grandpa Max, who was cleaning the back window of the trusty Rustbucket. The built-up grime formed a makeshift canvas, where someone had written "Wash me" with a finger.

"Nice artwork, Ben," Max commented with a smile.

"Always leaving my mark!" Ben replied with a mischievous grin.

Suddenly, a loud crash shattered the calm. A truck parked at the station was struck by a laser, erupting into flames.

"Now that's a statement!" Gwen exclaimed, alarmed.

Through the chaos, three figures appeared. They wore biker gear and carried laser rifles, approaching the burning truck. The leader, clearly hostile, pointed his weapon at Max.

"What're you lookin' at, old man?" he growled.

Max froze for a second, but quickly snapped into action.

"Gwen, Ben, get back!" he shouted, pushing his grandkids behind the Rustbucket as he dove to the ground.

Seeing his grandpa in danger, Ben didn't hesitate. He activated the Omnitrix, spinning the dial to find the right form. When the transformation hit, Four Arms emerged with a powerful roar. He punched the ground, creating a shockwave that knocked the attackers down.

"Run!" Four Arms ordered Gwen and Max.

As the two sought cover, the truck driver, dazed, stumbled out.

"You okay?" Four Arms asked, but the man, terrified by the alien, ran off screaming.

Before he could process it, the gang leader fired again. Four Arms dodged, but the blast hit a gas tank, causing another explosion.

"Four Arms!" Max shouted in concern.

Ignoring the fire and chaos, Four Arms locked onto the gang members, who were still looting the truck, unaware of the looming danger. The four-armed alien advanced like a colossus, his steps shaking the ground.

"What is this, a supermarket? Drop everything before I give a hands-on lesson in manners!" he shouted with a mocking grin.

The first thug raised his laser rifle and fired. Four Arms, surprisingly quick for his size, dodged with a swift move.

"Seriously? That's all you've got? Not even a warm-up!" he taunted, charging forward.

With a single side punch, Four Arms launched the thug across the lot, slamming him against the truck.

"Nice try, champ. Who's next?"

The second figure, smaller and nimbler, tried to flank him, wielding a gleaming blade that sliced the air with ease. She leapt to strike from behind, but Four Arms caught her midair with one hand like a toy.

"Look at that! Acrobatics and all. Might score points at a circus, but here..." He slammed her into the ground with controlled force, enough to knock her out without serious harm. "Zero points for the effort."

As he approached the two downed attackers, Four Arms removed their helmets. His confident grin faded when he realized both were women.

"Uh… You're all women? Look, I'm all for equality, but this is getting weird…"

While he hesitated, confused by the discovery, a shot rang out. Four Arms was hit in the back, his body stumbling slightly. He turned, eyes blazing with anger.

The culprit was the gang leader—now without a helmet—revealing a scarred face and a look of pure disdain.

"What a sweet surprise!" she mocked, aiming the weapon at him again.

Four Arms was preparing to charge when a screeching sound echoed through the sky. He looked up and saw drones descending, firing lasers in every direction. The already chaotic scene became worse, with explosions ripping through the air and the other gang members using the distraction to flee, leaving Rojo alone.

Still, she didn't retreat. On the contrary, her arrogant smile widened.

"You think that's gonna stop me? Bring it on!" she yelled, aiming at Four Arms again.

Max, watching from a distance, realized he had to act fast. Without hesitation, he crouched down, grabbed a discarded tire nearby, and hurled it. The object spun through the air and struck Rojo's back with a dull thud, making her stumble forward.

Furious, Rojo turned to face Max—but he was already on her. With surprising skill for someone his age, he grabbed her gun arm, twisted it, and disarmed her in one swift motion. Before she could react, Max shoved her hard into the pavement, knocking her out cold.

Picking up her weapon, Max raised it and began firing at the drones, his aim showing the precision of someone with decades of combat experience. Lasers lit up the sky, and several drones were destroyed, crashing down as smoking wreckage.

One drone, however, managed to get a shot off before being destroyed. The blast hit a support pillar of the station, which began to collapse with a deafening crack.

Max heard the sound above him and looked up to see the ceiling slowly collapsing. That's when he spotted, amid the chaos, a child standing frozen in place, paralyzed by fear.

Without a second thought, Max ran toward the child.

"Hey! Get out of there!" he shouted, but the girl didn't move.

With one final effort, he dove, grabbing the child and pushing her out of harm's way just as the ceiling came crashing down. The impact was devastating, raising a cloud of dust and debris that completely buried Max.

"GRANDPA!" Gwen screamed, her desperate voice echoing through the ruined station.

Four Arms' attention immediately snapped to Gwen's cry. He turned and saw what had happened: Max was trapped under the rubble. The alien didn't hesitate.

His eyes blazed with fury as he leapt into action, swatting drones out of the air with brutal punches. He tore apart metal parts with his bare hands and even used a drone as an improvised weapon, smashing others with it. When the last drone still hovered in the air, Four Arms grabbed it, swung it over his head like a hammer, and hurled it with all his might at the gang leader, who was still down. The resulting explosion sent her flying even farther as the station filled with smoke and debris.

Four Arms roared before sprinting toward Max. Carefully, he began removing the wreckage. His massive hands worked with surprising gentleness as Gwen knelt beside her grandfather.

"Grandpa! Talk to me!" she begged, tears starting to run down her cheeks.

Max opened his eyes with effort, coughing from the dust.

"I'm okay... just... need a second..." he murmured, his voice weak but steady.

"I'm calling 911," said Gwen, already pulling out her phone.

"No time for that!" Four Arms replied, holding Gwen and Max gently with his upper arms while using the lower ones to leap high into the air, quickly carrying them away from the scene and toward the hospital.

Meanwhile, the gang leader, lying among the wreckage, opened her eyes with difficulty. The metallic taste of blood filled her mouth, and the weight of defeat seemed to crush her. But then something caught her eye—a glowing piece of a drone head, still pulsing with residual energy, lying nearby.

"What the hell..." she muttered, dragging herself toward the device.

As she touched it, a searing heat surged through her body. The drone's head began to dissolve into small metallic fragments that latched onto her skin. She tried to pull away, but the fragments seemed alive, fusing with her flesh. The pain was excruciating, as if every nerve was being torn apart and rebuilt.

"AAARGH!" she screamed, arching her body as the grotesque transformation took hold.

Her skin began to change, turning a deep, almost glowing red. Black veins pulsed visibly, spreading like the branches of a dark tree. Robotic parts emerged from her joints, replacing flesh and bone with gleaming metal and exposed wiring. Her arms elongated, now covered in steel plates forming sharp blades. From her right shoulder, an integrated cannon projected outward, sparking ominously.

Her eyes now glowed a deep red, void of any humanity. A metallic voice echoed in her mind, fragments of the drone's programming now fused with her brain.

"Combat potential: enhanced. Objective: retrieve the Omnitrix."

Rojo gasped, feeling power surge through her veins. She raised a hand, staring at the metallic claws that had replaced her human fingers. A cruel smile spread across her face as she stood up, feeling invincible.

Before she could test her new powers, a group of police officers arrived on the scene. The cruisers skidded to a halt, and officers stepped out with weapons drawn.

"Freeze! Hands up and get on the ground!" one of them shouted.

She slowly turned her head, looking at them with disdain.

"On the ground? After all this?" she mocked, taking a step forward.

"Final warning! Freeze now!"

She laughed—a mechanical, glitched sound, like a malfunctioning robot.

"You think you can stop me?" she said as a red light began to glow from her shoulder. "I've paid enough... now it's your turn!"

Before they could react, the cannon on her shoulder fired—a beam of destructive energy that struck one of the police cruisers, blowing it up in a fireball. The officers dove for cover, trying to protect themselves as she advanced, destroying another vehicle with a single kick that sent it flying.

Blades extended from her arms, and she used them to slash down a nearby power pole, which fell in flames, scattering sparks across the asphalt.

The officers, now completely outmatched, began to retreat. She watched them flee, her twisted smile growing wider.

"This... is power," she said to herself, as the flames of the ruined station reflected off her metallic body.

She knelt to retrieve her scorched money bag and looked around at the chaos.

"This is gonna be a blast!" she declared, blasting into the sky with her new jet boosters, leaving behind a trail of destruction and wild, echoing laughter.

At the hospital, Ben and Gwen walked out of the doctor's office after the check-up. The doctor had assured them that Max would be fine and that, for his age, his recovery was nothing short of miraculous. He had even commented, with a hint of admiration:

"Your grandfather is quite the case. Even for athletes, his physical condition would be impressive. Considering his age, it's honestly incredible."

Ben and Gwen exchanged glances. Gwen smiled politely and thanked him, but Ben didn't seem entirely convinced.

Once they were out in the hallway, he finally broke the silence.

"Gwen, do you think... I don't know, is there any magic in your book that could help Grandpa?"

She hesitated, glancing away as they walked.

"I've seen a few things in the book, but... magic is complicated. I don't want to risk hurting Grandpa even more by trying something I'm not ready for."

"But what if it works?" Ben insisted, looking at her with hope.

"Ben, magic isn't like the Omnitrix. It's not just push a button and done. If I mess up, it could make things worse."

Despite her reluctance, Gwen pulled her spellbook from her backpack and flipped through a few pages as they walked. She stopped at a simple healing spell.

"Maybe this one. But I'll try it on something small first."

They found a potted plant in the hospital waiting room, with a wilted, dried-up leaf. Gwen knelt down, took a deep breath, and began to whisper in Latin, her hand glowing with a faint aura.

For a moment, it seemed like something magical was happening—the leaf began to twitch. But suddenly, a spark burst from her fingers, and the entire plant caught fire. Gwen yelped and quickly smothered the flames with her hands.

"Ugh! This is so frustrating!" she exclaimed, throwing the book to the ground in frustration.

Ben's eyes widened as he looked at her.

"Wow, and I'm supposed to be the impulsive one."

Gwen sighed, took the book back, and wiped it with her hands. "It's just... I want to help too, you know? But... it feels like I can't do anything right."

Ben put a hand on her shoulder. "Welcome to my world."

She gave a faint smile, but Ben's serious expression quickly returned. He looked at the Omnitrix on his wrist, lost in thought.

"And you?" Gwen asked.

"I'm thinking..." he began, turning the Omnitrix's dial. "Maybe I could transform into something to help Grandpa. I don't know, maybe Upgrade could do something with his machines, improve the equipment or speed up the recovery..."

He raised his hand to activate the Omnitrix, but Gwen quickly grabbed it.

"Ben, no!" she said firmly.

"But Gwen, what if it works? I don't want to just sit around while he's in there, hurt!"

"Ben, the doctor said he's going to be fine. You heard him. He's Grandpa — the most stubborn and strongest man we know. He's going to pull through. You don't have to carry all of this alone."

Ben's eyes met hers, filled with doubt and frustration. But then he sighed, turning the dial until the Omnitrix powered down.

"You're right... as always," he said with a weak smile.

Gwen smiled back, but the lightness of the moment was quickly interrupted when she noticed something about Ben.

"Hey, are you okay? Usually, punching me in the arm would've made you feel better by now."

Ben looked at her and shrugged. "I don't know, Gwen... I just wish none of this had happened."

"Ben... sometimes, things just happen, and we have to deal with them. But you're never alone, okay?"

Ben nodded, though the weight of the situation was still heavy on his shoulders. They sat in the hallway for a moment, sharing the silence as they both reflected on what to do next.

The sun shone brightly over the city, but the scene unfolding at the jewelry store was far from peaceful. The gang's leader, now transformed into a fusion of metal and machine, stormed through the front entrance with heavy, rapid steps, ignoring the security guards stationed there. In one swift motion, she activated the cannon on her shoulder, firing an energy blast that destroyed the jewelry store's door. When the guards tried to react, she easily took them down with a precise slash from a metallic blade that extended from her arm.

Inside the store, the environment was luxurious, with showcases full of sparkling jewelry — but to her, they were just targets. In seconds, she smashed one of the displays with a punch, sending shards of glass scattering across the floor. Her hands, now a fusion of flesh and metal, started grabbing the jewels, a look of visible satisfaction on her face.

However, something began to change when she touched the last set of jewels — a green glow started to spread through the room. Pain, the same she had felt before, surged through her head, and a deep, threatening voice echoed in her mind.

"You!"

She spun around quickly, trying to identify the source of the voice, but no one was there. Only a green shadow lingered in the corner of the store, its tentacles pulsing and stretching, covering the walls and floor. She shivered in fear, but her mechanized body, loaded with power, stood firm.

"Who are you?! Where are you?! What do you want from me?!" she shouted, her voice echoing through the empty store.

The shadow spread further across the space, the tentacles now wrapping around the jewelry store completely, like a prison of darkness.

"You don't matter." The shadow's voice was lower, more intense. "What matters is that you're holding one of the prototypes made with Cybertronian technology."

"Cybertronian technology?" she repeated, confused and irritated. "What the hell is that?"

"It's irrelevant," the shadow said with disdain, ignoring her question. "What I want is the technology that is no longer in my possession. Once you retrieve it from the miserable human who wields it, I will grant you the power you so desire."

The woman straightened, clearly insulted by the command. "No! I don't take orders from anyone! Rojo answers to no one!" She tried to resist, her rage growing, but before she could step back, a blast of green energy shot from one of the shadow's tentacles, hitting her hard. She screamed in pain, her body trembling uncontrollably.

"There is no objection." The voice was firm, leaving no room for negotiation. "You will do this. Fail, and you will be destroyed."

Rojo stared into the void, fighting the pain. "Technology? What is it?"

The shadow responded with a cold, impersonal voice. "The device is called the Omnitrix. Find it, retrieve it, and bring me the bearer — alive."

"Omnitrix? How am I supposed to find whoever's using it?" Rojo asked, her voice weakening, though her mind was beginning to understand.

"Inside you is a beacon. Whenever the Omnitrix is activated, you will be able to track it — no matter what." the voice ordered, now more threatening.

The shadow vanished abruptly, leaving the woman on the floor, gasping. The pain still throbbed in her head, the oppressive presence of the entity lingering like an invisible scar.

Suddenly, an electronic sound interrupted her thoughts. A small holographic screen projected from her right arm, displaying a tracking message. Exact coordinates flashed in green, along with a map highlighting a nearby hospital.

She frowned, reading the message blinking in bright letters:

"Omnitrix signal detected. Source located."

She let out a bitter laugh, still trying to process what had just happened. "A hospital?" She tilted her head to the side, a sadistic smile curling her lips. "Perfect. A place full of useless invalids. This is gonna be fun."

Without hesitation, Rojo grabbed the scorched bag of jewels she had collected and activated her boosters. A jet of energy exploded from her back, lifting her off the ground. She blasted out of the jewelry store, breaking through what was left of the roof and leaving a trail of destruction behind.

From above, the city looked insignificant. Stopped cars, distant sirens — but none of that mattered. She had a goal. And now, the power coursing through her veins — part human, part machine — pulsed more intensely with each second.

"Omnitrix," she muttered, feeling the word resonate through her circuits. "If this tech is so powerful, maybe I don't need to give it back. Maybe I can use it... for myself."

Within minutes, she spotted the hospital. The building was modern, surrounded by emergency vehicles and civilians. Rojo dropped from the sky with impact, crushing the asphalt in the hospital parking lot. The metallic clank of her mechanical feet echoed as she walked, drawing gasps and screams from the surrounding people.

Without hesitation, she aimed the cannon on her shoulder at a parked ambulance and fired, causing the vehicle to explode into a fireball that scattered debris through the air. People began to flee, screaming, as she advanced slowly toward the main entrance.

"Get out of my way or I'll light up a few more fireworks," she shouted, her voice echoing with a metallic ring. Security guards tried to intervene, but were quickly neutralized when the blades in her arms extended again, slicing weapons and taking down the men with ease.

"Where are you, bearer of the Omnitrix?" she whispered to herself as she moved through the hospital halls, her sensors analyzing every movement, every heartbeat around her. "I hope you're ready to give me a good fight."

But before she could locate her target, a sharp pain shot through her mind again. She dropped to her knees, clutching her head as a familiar voice echoed in her thoughts.

"Don't forget who's in control, insect," the shadow warned, its presence invading her mind once more. "The Omnitrix is not for you. It is mine. And you exist only to bring it to me."

Rojo screamed in frustration, but the pain vanished as quickly as it had come. Recovering, she slowly stood up, her eyes glowing with determination.

"We'll see... who controls who."

She resumed her advance, now more cautiously. The tracker indicated the target was on one of the upper floors, and she was ready to face him. Whatever was waiting for her, one thing was certain: she wasn't leaving empty-handed.

The silence between Ben and Gwen was interrupted by a distant blast. The hospital walls vibrated slightly, and a column of black smoke began rising outside.

"What was that?" Gwen asked, quickly getting to her feet.

Ben narrowed his eyes, still seated but clearly unsettled. He let out a heavy sigh before standing up, a flicker of irritation in his eyes.

"I don't know and, honestly, I'm not in the mood to find out..." he said, already raising his arm and activating the Omnitrix. The device blinked with its signature light as Ben scrolled through his options.

Gwen placed a hand on his shoulder. "Ben, take it easy. Don't let this thing consume you."

He looked at her for a second, then turned his attention back to the Omnitrix. "Maybe a Nosedian mood boost will help."

With a press of the dial, a flash of green light lit up the hallway. When the glow faded, there was Buzzshock — the small creature made of pure electrical energy.

"Oh yeah, this is what I'm talking about!" Buzzshock said in an upbeat, clearly excited tone. Ben's grumpy mood was quickly replaced by the vibrant personality of the Megawatt. He jumped into the air, buzzing with energy.

"Now let's find out who's breaking stuff and give them a little electricity to think about!"

Before Gwen could say anything, Buzzshock launched himself toward a nearby outlet, vanishing in a surge of energy as Gwen watched him go.

Buzzshock emerged from a socket in the hospital's main hall, where chaos reigned. The lights flickered, and cracks along the walls made it clear something big was going down. Right in the center of the room, he spotted Rojo — her towering, mechanized form standing out amid the wreckage.

"Hey, walking scrap heap! How about you stop wrecking things for like, five minutes?" Buzzshock shouted, catching her attention.

Rojo turned slowly, a mocking grin forming on her face. "Seriously? A battery with legs? This is what the Omnitrix chose? I expected better."

Buzzshock zipped forward, sparks dancing around him. "What's really ridiculous is trashing a hospital. I mean, who does that? Are you trying to win 'World's Worst Person,' or is this just a hobby?"

Before he could drop more sarcasm, Rojo fired at him and slashed him in half with a swift strike.

But to her surprise, both halves hit the ground, flickered, and transformed into two full Buzzshocks, each grinning like nothing had happened.

"Guess you never heard of extra charge!" said the first.

"Or how to multiply the fun!" added the second, both laughing as they surged toward her.

Rojo tried to strike again, but her attacks were useless against the agile Buzzshocks, who dodged with ease and zapped her with tiny electric bursts. Frustrated, she fired a laser from her shoulder cannon, but one Buzzshock dove into a nearby socket and popped out on the other side of the room — now with two more clones.

Rojo roared in anger and tried to strike again, but the Buzzshocks were too fast. They zipped around her, sparking and taunting.

"Over here!"

"Nope, over here!"

"Oops, missed again!"

"You're starting to get on my nerves!" Rojo shouted, slashing at the clones with her blades.

"Great, that means we're doing our job," one Buzzshock replied as another absorbed power from the building's wiring, spawning even more clones.

But the fun screeched to a halt when one Buzzshock punched another, who turned, clearly offended.

"Hey! What's your problem?!"

"My problem is that you're draining the hospital's power — and people in here need that electricity!" the clone snapped seriously.

The other Buzzshocks paused, processing that.

"Yeah... that checks out."

"Alright, no more energy from the building."

"No juice, no cheers for our win."

With that, the Buzzshocks turned their attention back to Rojo. But she wasn't playing anymore. She fired her lasers wildly, blasting apart support beams and part of the ceiling.

"Okay, that's too far! Nobody brings down a building while I'm on duty!" one Buzzshock shouted, jumping into a nearby metal trash can. He launched himself like a makeshift cannonball, slamming into Rojo and sending her crashing through the wall.

Three Buzzshocks looked at each other, spotting an ambulance parked outside the hospital.

"Looks like we need a little extra muscle," one said, pointing at the vehicle. "You guys know what to do."

With a sharp buzz, a Buzzshock zipped into the ambulance's power panel and disappeared, absorbing its energy and triggering the ignition. The lights flashed to life, and the engine roared.

Another Buzzshock hopped into the driver's seat, gripping the wheel with his tiny hands. "Alright, I got the wheel. Someone grab the pedals."

"Already on it!" called another, bouncing between the gas and brake. "Just say when!"

"Now!" yelled the driver, and the ambulance lurched forward with screeching tires.

"Honk the horn, boys!"

The ambulance barreled forward and slammed into Rojo, launching her several feet into the air before she crashed hard into the ground. She growled, activating her thrusters.

"You're gonna pay for that!" she snarled, taking off and leaving a trail of smoke behind.

"So... we chasing her or what?"

One of the clones grinned. "I say we lend a hand. I mean, who says heroes can't bring the good vibes?"

"No way we're letting anyone mess with this electric dream team!"

They started bickering again, momentarily forgetting about Rojo.

Meanwhile, Rojo flew to the top of a nearby mountain, glaring down at the hospital with a wicked grin.

"If you wanna save people, how about dealing with this?"

With a swift motion, she fired her lasers into the mountainside. A deep rumble followed as tons of rock broke loose — a massive landslide now tumbling straight toward the hospital.

The Buzzshocks, still gathered near the ambulance, froze as they saw the falling debris.

"Anyone got a plan?" one asked.

"Yeah. Everyone grab a rock!" said another.

Without hesitation, they split again, buzzing through the air toward the avalanche. Each Buzzshock picked a boulder and began pushing with everything they had, sparks flying as they struggled to redirect the falling stones.

For a moment, it looked like they might actually succeed. But the rocks were huge, and the effort was taking its toll.

One Buzzshock was crushed beneath a larger boulder, vanishing in a flash of light.

"Change of plans!" shouted another, barely dodging a falling slab. "Regroup!"

The Buzzshocks combined back into one, his body glowing intensely. "Showtime!" he yelled, lifting his arms.

With a mighty crackle, he unleashed a massive lightning bolt, blasting through the boulders and shattering them into harmless rubble. The hospital was safe — but Buzzshock was exhausted, the light in his body flickering.

Before he could catch his breath, Rojo returned, flying straight at him.

"Oh, you're still here?" he muttered, trying to dodge her strike.

But she was faster. Her metallic blade sliced clean through his arm. The limb hit the ground and disappeared in a spark of energy.

Rojo laughed at the sight of his condition. "You're out of juice, walking battery. It's over for you."

Buzzshock gave a weak grin, a spark slipping from the corner of his mouth. "Oops."

He zipped away, zigzagging through the wreckage as Rojo chased after him, her blade glowing red.

Rojo flew at high speed, her thrusters roaring as she pursued Buzzshock. He stayed one step ahead, darting through alleys and streets, leading her away from the busy city center and toward more deserted areas.

"Tired already, Rojo? Or are you just enjoying the sightseeing?" he teased, leaping from one power pole to another.

"You're not getting away, you walking battery!" she shouted, firing her cannon. The laser narrowly missed Buzzshock, who vanished into a nearby outlet.

He reappeared several meters ahead, laughing. "You should really take some lessons in aim and improvisation. This is getting embarrassing."

As the chase continued, they reached an empty highway, surrounded by dry fields and little sign of civilization. A truck came from the opposite direction, its engine rumbling through the quiet.

Annoyed by Buzzshock's taunts, Rojo fired again, but the shot missed him and struck the truck's engine. It let out a loud bang and skidded to a halt, smoke pouring from the hood.

"Nice going, Rojo! Now you're a traffic hazard too!" Buzzshock commented, rushing to the damaged truck.

He vanished inside the wrecked engine, absorbing the remaining energy flowing through its failing systems. Sparks flew, and he reappeared with his arm regenerated, his electric glow stronger than ever. Without Rojo noticing, he split into two Buzzshocks, each glowing with a slightly different intensity.

"Alright, time to save the day," said the stronger Buzzshock, running over to the stunned driver. He quickly carried the man to safety. "Stay away from the fireworks, buddy!"

Meanwhile, Rojo hovered above, watching in frustration. "You think that's going to change anything? I'm still going to take you down!"

The other Buzzshock, with less energy, tried to escape, but Rojo quickly blocked his path, her metal blade glowing with deadly power.

"End of the line, drained battery," she said with a cruel grin, raising her blade to strike.

"Whoa, getting heated, huh? Mad at me, or just trying to flirt?" Buzzshock joked, dodging as Rojo slashed with speed.

He jumped to the side, and the blade missed him, hitting the abandoned truck instead. The impact caused a loud hiss as gas began to leak from the tank.

Buzzshock burst into laughter. "You're on fire today! Want a fire extinguisher to cool off?"

Rojo didn't have time to respond before Buzzshock sparked his hand. He gave a mischievous grin. "Time to heat things up!"

With a snap, he ignited the escaping gas, triggering an explosion that engulfed both him and Rojo. Flames and smoke billowed into the sky as the shockwave rattled the area.

From a distance, the other Buzzshock watched the scene, still holding a bit of energy. He shook his head with a sigh. "He always has to be dramatic..."

After making sure the truck driver was safe, he entered the power line of a nearby pole. His glowing form buzzed along the wires as he headed back toward the hospital, leaving the chaotic scene behind.

Rojo was in an abandoned workshop, still trying to regain full control of her mechanized body after the battle with Buzzshock. She grumbled angrily as she adjusted parts of her damaged arm from the fight.

"Stupid walking battery… That can't be the Omnitrix… can it?" she muttered to herself, her voice dripping with frustration.

Suddenly, a sharp pain tore through her head, like claws digging into her mind. She groaned, clutching her temples as the workshop darkened inexplicably. A voice echoed around her—deep and menacing, as if coming from everywhere at once:

"You failed."

Rojo's eyes widened as she tried to locate the source of the voice, but all she saw was a twisted shadow spreading across the walls like black ink. The tendrils of darkness pulsed, radiating oppressive energy.

"I was attacked!" she protested, her voice shaky but still defiant. "By a walking battery that could multiply! What kind of freak is that? Is that really the Omnitrix?"

The shadow moved abruptly, tendrils nearly engulfing her. The voice responded—harsh and filled with contempt:

"No. The Omnitrix allows its user to transform into any being in the universe. What you faced was insignificant."

Rojo scoffed, trying to regain her composure. "Insignificant? That thing blew up in my face!"

"Silence, Roxo." the voice snapped, its tone heavy with threat.

Rojo blinked in confusion. "It's Rojo, actually."

"If I say it's Roxo, then it's Roxo." the voice cut in sharply before she could continue. "You've already tested my patience with your failure. Disappoint me again, and you'll learn the true meaning of suffering."

Rojo tried to respond, but the words caught in her throat as the overwhelming presence surrounded her. The shadow surged forward, coming inches from her face, before vanishing as quickly as it had come—like it was never there.

She stood still for a moment, breathing heavily, fists clenched, staring at the empty space where the shadow had been. Finally, she let out a long breath, her eyes burning with fury and determination.

"Alright. No more mistakes. That thing is gonna pay."

Even though her voice sounded defiant, a faint tremble in her tone showed the threat hadn't been forgotten.

Later, at the hospital, Max was awake—still visibly weak, but conscious. He sat on the bed while Gwen and Ben talked nearby. Ben paced the room restlessly, guilt and frustration etched across his face.

"When I was messing with the watch…" Ben started, stopping for a moment. "I must've led her to you, Grandpa. It's my fault you ended up here."

Max tried to calm his grandson, offering a small smile despite everything. "Ben, ever since they moved me to this new room and you haven't used the Omnitrix, we've been safe."

Ben shook his head. "For now! But what about tomorrow? What if she comes back? This is getting way too dangerous for you guys to be around me. If I didn't have this watch, none of this would be happening."

"Ben, listen," Gwen interrupted, trying to reason with him. "The Omnitrix isn't going anywhere, and you know it. We have to deal with what we've got. And the only way we're going to do that… is together."

Ben looked down at the floor, taking a deep breath as he thought. "Maybe…" he murmured. "Maybe not…"

The conversation fell silent, and the room grew still. Max closed his eyes to rest, and Gwen leaned back against the wall in her chair. Ben stood for a moment, watching them both, before quietly slipping out of the room.

Walking through the dark, empty streets, Ben made his way to a nearby park. He sat on a bench, staring at the Omnitrix on his wrist, now disguised as an ordinary watch. As he looked at it, full of doubt, he heard voices in the distance. Turning his head, he saw a boy playing catch with his grandfather.

The boy laughed loudly and ran to hug the elderly man. "I'm so happy we get to spend the summer together, Grandpa!"

Ben felt a tightness in his chest as he watched the scene, a sad smile forming on his face. Tears welled up in his eyes, but he quickly wiped them away. "They don't have to deal with anything like this," he murmured to himself, glancing back down at the Omnitrix. "Why me? Why did this happen to me?"

Suddenly, a broadcast from a nearby radio caught his attention:

"Breaking news: Reports indicate that a cybernetic woman with heavy firepower has blasted through multiple police barricades and is now heading toward the Police Academy Training Center on the outskirts of Albuquerque."

Ben froze. "What?! She's still alive?!" He stood up, fists clenched. "I can't let this go on."

He looked at the Omnitrix on his wrist again, which appeared harmless in its disguised form. Pressing the center button, it transformed with a familiar green glow.

"Time to end this, once and for all."

Ben twisted the dial, quickly selecting the perfect alien for the situation. He slammed the Omnitrix down, and in a flash of green light, he transformed into Upgrade, his metallic, fluid-like body gleaming under the moonlight.

He looked around and spotted a motorcycle parked nearby. "This'll do," he muttered with a smirk before merging with the bike. The vehicle lit up with glowing green circuits as the engine roared with newfound power.

"Let's go," said Ben, now part of the machine, speeding off down the road toward Rojo.

Gwen woke up with a strange feeling and looked to the side, finding Ben's chair empty. A wave of panic hit her as she stood up quickly. That's when she saw the folded piece of paper on the table next to Max's bed.

With trembling hands, she opened the note and read:

"Dear Gwen and Grandpa,

I can't keep putting you in danger. I love you both too much to let anything bad happen. This is for the best.

Love, Ben."

"No, no, no... Ben!" Gwen whispered desperately, letting the letter fall to the floor before running out of the room.

As she hurried through the hospital, she rounded a corner and bumped into a tall, muscular figure, almost falling over.

"Ah, sorry!" she said quickly, barely glancing at the person. Without wasting a second, she continued running toward the exit while calling a taxi on her phone.

The tall figure watched her for a moment, his eyes glowing with unusual intensity. Then he turned his attention to Max's room door.

The door opened slowly, and the figure stepped in, locking it behind him. He walked up to Max's bed and knelt, greeting him formally:

"Lieutenant Armstrong at your service, sir."

Max, now fully awake, observed the figure for a moment before responding calmly:

"At ease, Lieutenant. You can take off the mask."

The man nodded, lifting his hands to his face and removing the mask, revealing his true form—an alien with red skin, four powerful arms, and piercing eyes.

Max wasn't surprised. In fact, he smiled and tossed a small object to him. Armstrong caught it easily with his lower left hand, then walked over to the bed and handed Max two items.

"First, this." He held up a small vial with a shimmering liquid inside. "Pre-programmed nanites. They'll accelerate the regeneration of your broken bones. You'll be back on your feet in an hour or less."

Max took the vial, but his eyes were fixed on the second object Armstrong offered: a small technological device.

"This is a power-sequence disruptor calibrated to the Omnitrix. It's based on Tetrax's design. Also, Servantis has prepped the Galvanic disionic diffuser in case it's needed."

Max nodded, examining the device before placing it aside.

"Excellent. Authorize the strike on Psyphon's ship. I want him captured... or taken out... by the end of the week."

Armstrong nodded firmly. "Consider it done, sir."

As Armstrong began to leave the room, Max called out again.

"Lieutenant, one more thing."

Armstrong stopped and turned back, waiting for instructions.

"I want you to keep an eye on my grandkids while I recover."

Armstrong hesitated for a second before nodding. "Discreetly, of course."

Max smiled. "Discreetly."

The alien replaced the mask over his face before exiting the room, moving with precision and silence. As he walked the hospital corridors, he was already formulating a plan to protect Max's grandchildren without them ever noticing.

Upgrade entered the police station, weaving through the wreckage on the floor. Rojo turned to face him, the same cocky smile on her face despite her visible injuries. Half her hair had been burned off, leaving exposed skin and scars from the earlier explosion.

"So it's you again, just as expected," Rojo said, energy charging in her hands. "At least now you're not just an annoying little battery. Looks like you've evolved. Just like that guy said."

Upgrade, who had remained silent until now, finally spoke, his voice cold and calculated. "What guy? Who are you talking about?"

Rojo let out a sarcastic laugh, shifting her stance. "Even if I knew, I wouldn't tell you. Not like you're gonna live long enough to find out." Without waiting for a response, she fired a blast of energy, kicking off the fight.

Upgrade dodged skillfully, the wheels of the motorcycle morphing for better grip as he accelerated and launched himself over Rojo, aiming to strike with a blade formed from the front of the vehicle. She dodged at the last second, retaliating with a blast that hit a nearby patrol car, causing it to explode.

The shockwave and debris flung Upgrade backward, his liquid metal body quickly reshaping to absorb the impact.

"That's for blowing me up earlier!" she shouted, charging forward with another energy burst.

Upgrade rose from the debris, the green glow in his eyes locked on her. He paused, analyzing her condition, then commented with a hint of irony: "Ah... so that's where the bald spot came from."

Rojo froze for a moment, surprised by the taunt. Before she could respond, he continued, in a tone that almost sounded genuine: "Looks good on you. Gives you a unique style."

"You'll pay for that!" she shouted, clearly irritated, launching a barrage of explosions.

Upgrade dodged, gliding through the police station and reshaping the bike into a shield as the blasts ricocheted around. He used the distraction to strike again, this time wielding the rear of the bike like a whip, knocking Rojo to the ground.

"You talk too much," he said.

Upgrade quickly reformed the bike, which split into multiple parts, firing small metallic projectiles that shot toward her. Rojo raised a shield, but the projectiles exploded in bursts of light, blinding her momentarily. Seizing the opening, Upgrade sped forward and rammed straight into her, slamming her into a pile of debris.

Rojo got up, wiping her face angrily. "Is that all? I was hoping this would be a bit more exciting," she taunted, her eyes glowing with energy as she charged a massive attack.

Upgrade slid back, silently sizing her up. His cold voice cut through the air:

"Not in the mood for this."

He spun the bike around, skidding and reshaping it again. This time, the front wheel morphed into an improvised cannon, blasting a wave of energy straight at her. Rojo barely had time to raise a barrier before being pushed back by the force of the blast.

Without giving her a chance to recover, Upgrade sped up again, the bike reshaping into an improvised battering ram. The vehicle, now a compact, lethal mass of metal and green energy, surged forward, and Rojo barely managed a gasp before being hurled against the wall of the building across the street. The impact was devastating, cracking the concrete and scattering debris in all directions.

Upgrade detached from the bike as it crashed to the ground, inert. He advanced without hesitation, climbing the rubble toward Rojo, who was trying to get up, still dazed. He lunged forward, leaping from the bike and crashing down on her like a liquid wave, merging directly with her body.

She tried to pull away, but the nanites clung tightly, wrapping around her limbs, covering her completely. Upgrade was infiltrating her tech, his metallic form weaving into Rojo's body, pulling at her armor and components.

"You're running out of options, Rojo," came Upgrade's voice from within her mind. "Now, you're mine."

With a brutal motion, Upgrade began extracting the technology from Rojo's body. He tore apart her armor systems with ease, wires and circuits snapping, the toughest components ripped out of her like puzzle pieces being removed.

Rojo, fury burning in her eyes, tried to resist, but there was no room for struggle. Upgrade's metallic form was fully rooted inside her, dismantling and destroying her internal systems.

Finally, with a decisive movement, Upgrade completed the extraction. The last piece of technology was yanked from Rojo and dropped to the ground, leaving her without her armor, stripped of power.

Upgrade pulled away from the pile of parts, leaving Rojo collapsed, vulnerable, and without the strength that had once made her formidable.

"Now... you're nothing," Upgrade said with disdain. He looked down at Rojo's body, no longer fueled by the tech that had once sustained her. "The tech is mine now. And you... you're just an echo of what you were."

Upgrade picked up a few metal pieces and fused them perfectly, forming a cannon in his hand.

"This is the end of the line for you," he said coldly, pointing the cannon directly at Rojo. The energy radiating from it made the air around them vibrate — the sheer pressure making it clear he wasn't bluffing.

Suddenly, things started to change. A dense, monstrous shadow filled the room. Tentacles crept along the floor, covering the walls and ceiling. Upgrade fired at the shadows, but the tentacles were immune to his power. He started hallucinating, seeing a grotesque monster take shape.

"This can't be happening…" Upgrade muttered, trying to fire again, but each shot was useless against the growing darkness.

The shadow fully revealed itself, taking the form of a massive creature with a monstrous face and tentacles extending in all directions. "This is the bearer of the Omnitrix," the shadow spoke with a guttural, threatening voice. "I am Vilgax." His laughter echoed through the space, his presence almost unbearable.

"I'm coming for you. I'll carve that name into your soul," Vilgax said, his tentacles lunging to grab Upgrade, pulling him into the darkness.

With a desperate effort, Upgrade disengaged from the cannon form, turning into a pile of nanites that dropped to the floor. He tried to reassemble himself, but the mental assault left him stunned.

As Upgrade struggled to rebuild, the Omnitrix began flashing red, pulsing with intense energy that made Upgrade's body glow. In an instant, Ben appeared, still dazed.

Rojo, seeing the tide had turned, stood up and grabbed the cannon Upgrade had created, now in her hands. She aimed it at him with a mocking smile.

"You're just a kid?" Rojo sneered. "Nothing personal, but that toy on your wrist... is tempting."

She fired the cannon at Ben, but at the last second, a figure appeared between them. Gwen raised a magic shield, blocking the impact. She grabbed him, pulling him out of the way as Rojo fired again.

They both ran through the building, the sound of cannon blasts echoing behind them. Gwen pulled Ben into a dark corner, trying to hide while Rojo kept firing.

"Come on! Hurry!" Gwen said, dragging Ben along as they kept running.

As they headed upstairs, Ben muttered, "Gwen, just go! Leave this to me!"

"No way, Ben!" she snapped, gripping his arm. "I'm helping!"

"I don't need help!" Ben shouted, trying to pull away.

Gwen stared at him for a moment, then slapped him. "What's your problem?!"

Ben growled. "This is for your own safety!" He raised the Omnitrix, pointing at it. "Ever since I got this thing, it's been dangerous. I don't want anyone I care about getting hurt!"

"You're such an idiot!" Gwen yelled. "And who's gonna help you, huh? You almost got blown up back there!!"

"That was different!" Ben replied angrily.

"Different how?" Gwen asked, staring him down.

Ben hesitated before answering. "I was attacked by a shadow while I was Upgrade."

Gwen crossed her arms. "Still doesn't matter! Ben, even if you can't protect us all the time, we're going to take risks because we care about you. Me and Grandpa, we care. We're not leaving you to deal with this alone!"

She paused and looked him in the eyes. "And if I had gotten the Omnitrix, wouldn't you have stopped me from doing something stupid? From running away and trying to do everything on my own?"

Ben was speechless.

Just then, Rojo caught up to them and started firing. Gwen quickly raised a shield to protect them.

"Okay, you wanna follow me? Then you're gonna have to take risks!" Ben said.

"Always!" Gwen replied firmly.

"You better not regret it!" Ben added before pulling her toward the window as the shield collapsed. He smashed the glass and jumped, falling five stories down.

"Ben, are you insane?!" Gwen shouted as they fell.

Ben laughed. "You made the right call, Dweeb!" He pulled something from his pocket and tossed it to the ground, revealing the Hoverboard he got from Tetrax. He landed on it, Gwen right behind him.

"Let's finish this with Rojo," Ben said, speeding back toward the building.

Gwen took a deep breath, calming herself. "You're gonna need help." She opened her spellbook and began chanting: "Imagines praeteritae reflexae in…"

Rojo ran through the building, her footsteps echoing off the concrete stairs. She held tightly onto an alien cannon previously modified by Upgrade. On the horizon, she spotted Ben and Gwen on the Hoverboard, weaving through the open corridors of the building.

"You think you can escape me with that toy?" Rojo shouted, aiming the cannon and firing. The energy blast exploded near the Hoverboard, tearing chunks of concrete and filling the air with dust.

"That's all you've got?" Gwen taunted while balancing behind Ben, gripping her spellbook tightly.

Ben, focused solely on dodging, didn't respond. The Hoverboard tilted sharply, zipping down a narrow hallway, nearly grazing support beams.

Rojo picked up speed, determined, firing relentlessly. "Stop running and fight like grown-ups!" she yelled, her eyes blazing with rage.

Meanwhile, Ben and Gwen turned into a wider area where Gwen gestured. "Ben, ready?! Got what you needed?!"

"I'm ready," Ben answered, the Hoverboard pulling a sudden maneuver that shot them into another corridor.

Rojo chased them relentlessly until they reached a large hall at the top of the building. It was an empty space, with few exits. She stopped at the entrance, aiming her cannon directly at them.

"End of the line," Rojo declared, a victorious smile forming on her face. She adjusted the cannon, aiming straight at Ben. "Goodbye, hero."

She fired.

The blast cut through the air and passed through Ben as if he weren't even there, hitting a fire extinguisher on the wall. The impact triggered an explosion of foam and white smoke, filling the room and blocking her vision. Rojo instinctively stepped back, coughing and trying to see through the haze.

"What the...?" she muttered, confused.

Suddenly, Ben emerged from the smoke, coming up behind her. He was holding a taser that was clearly stolen, with the words "Bellwood Police Department" still visible on the grip.

"Surprise," he said with a mischievous grin. Before Rojo could react, Ben fired the taser directly at her, the darts embedding into her jacket. Rojo screamed as electric shocks brought her crashing to the floor.

Ben stepped forward, revealing himself, and picked up the cannon, aiming it at her. Rojo looked behind her, spotting another Ben next to Gwen on the Hoverboard before he vanished. Gwen, sweating as she held the spellbook, asked, "Did we get her?"

"Nice distraction, Gwen," Ben said approvingly.

Rojo tried to get up and protest, "Attacking you wasn't the best idea... I just wanted..." She paused, taking a deep breath before continuing, "I'm just a girl!"

Ben replied, "Don't care." He adjusted the cannon, ready to fire.

"Ben, are you going to kill her?!" Gwen ran to him, desperate. "That's wrong!"

Ben fired. Rojo dropped, and Gwen turned her face away. The sound of the cannon stopped.

Ben placed a hand on her shoulder. "Why do you care so much?" he asked, then laughed and added, "That was never going to happen. This cannon, despite how scary it looks, is just a glorified taser."

Gwen looked at Rojo, unconscious on the ground, her chest rising and falling slowly as she caught her breath. Sparks still danced around her body—remnants of Ben's shot.

"You should've seen your face!" Ben said through laughter, nearly doubling over.

Gwen narrowed her eyes at him, clearly furious. "You think this is funny, Ben? While I was trying to keep the situation under control, you were playing around!"

"Hey, relax," he replied, wiping away a tear from laughing. "We won, didn't we?"

Out of patience, Gwen raised her spellbook.

"Fulmen Celeris Clangor!" The magical words flowed quickly from her lips as she conjured a shock spell. However, the lightning zigzagged through the air and, instead of hitting Ben, struck Rojo again, making her jolt briefly before remaining unconscious on the ground.

"Nice aim, Gwen!" Ben teased. "You're better with words than with magic, that's for sure."

Furious, Gwen stormed over and yanked the shock cannon from his hands. "Oh yeah? Let's see who's laughing now!"

Without hesitation, she pointed the taser and fired. Ben, with quick reflexes, dodged easily, zigzagging as he mocked her. "Your bad aim's not just with magic! Looks like you need some extra lessons!"

"Hold still, Ben!" Gwen shouted, trying to aim again, but he dove behind a concrete beam, still laughing.

"You need to calm down, Gwen," he teased, peeking out from behind the beam. "You're gonna end up hurting yourself."

Gwen growled in frustration, firing the taser repeatedly, but Ben was too fast. He took the opportunity to run toward the Hoverboard, still floating in the corner of the room.

"Later, Gwen!" he shouted, jumping onto the Hoverboard. With a stylish spin, he began circling the room, kicking up dust as he went.

"You're not getting away that easily!" Gwen yelled, conjuring another spell. This time, a glowing energy field surrounded the Hoverboard, preventing it from accelerating further.

"Hey, that's cheating!" Ben protested, trying to break free from the magical barrier.

Gwen, wearing a mischievous grin and still holding the taser, said, "Now you're going to pay for that, Ben Tennyson!"

Ben looked back, eyes wide. "Oh no..."

She fired the taser straight at him, but he managed to break the barrier just in time, tilting the Hoverboard left and barely dodging. The two of them started a high-speed chase through the building, zigzagging through open corridors and areas.

"You're gonna regret this, Ben!" Gwen shouted, now laughing a little, getting into the spirit of the chase.

"You'll have to catch me first!" he replied, still smiling.

From afar, Armstrong watched from the rooftop of a building, the starry night behind him and the city buzzing below. In his hands was a piece of advanced optical tech, which he used to monitor the situation. He tracked Gwen and Ben's every move. A quiet laugh escaped his lips as Gwen nearly fell trying to hit Ben.

"These kids..." he muttered to himself, adjusting the scope to follow them through the building's open corridors.

Suddenly, a blue hologram flickered on his wrist-mounted communicator. Max Tennyson's face appeared, serious as ever. "What's going on over there?"

Armstrong shrugged, never taking his eyes off the scope. "Kids being kids. They worked great as a team and took down that gangster… but now they're fighting over nonsense."

Max let out a short laugh, shaking his head. "Sounds like them. Good to know Ben's okay. That kind of responsibility... shouldn't be on a kid's shoulders."

Armstrong looked away from the weapon for the first time, locking eyes with Max's hologram. "I agree. He's lucky to have you as a mentor, Max. Keeps him grounded."

Max smiled, though his expression quickly returned to seriousness. "Send in the cleanup crew. I don't want any traces left for the curious or local authorities."

"Consider it done," Armstrong replied, already activating his communicator to call the team.

"Good. Thanks, Armstrong. And be careful out there. They may be kids, but they attract trouble like a magnet."

"Don't worry, Max. I can handle trouble," Armstrong said with a confident smile.

Max nodded. "I know you can. Thanks for watching over them."

The hologram faded with a soft hum, and Armstrong packed up the optical equipment with practiced ease, breaking it down into smaller parts to avoid drawing attention. He then pulled a small mask from his backpack, adjusting it over his face. The mask disguised him as a normal human, subtly altering his features and hiding any alien traits.

With one last glance at the building where Gwen and Ben were still arguing, Armstrong gave a sideways smile.

"You've got a lot to learn… but you've got potential."

He adjusted the hood of his coat and descended the fire escape with silent, precise steps, vanishing into the crowd below.

The next morning, at the hospital, Max, Ben, and Gwen were walking toward the main exit. Max had a smile on his face. He took a deep breath, enjoying the fresh morning air.

"Ah, it's good to get out of here and back on the road!" he said enthusiastically.

Gwen looked at her grandfather, surprised. "I still can't believe how fast you recovered. I mean, just yesterday you could barely walk!"

Max shrugged and smiled. "Ah, it was just a mistake by the doctors. I was never in that bad of a shape. But I'm sorry for worrying you kids."

Ben shook his head, looking down. "Actually, I'm the one who should be apologizing. All this happened because of me..."

Max stopped and placed a firm hand on Ben's shoulder, looking at him seriously.

"Ben, don't blame yourself for other people's actions... Never. You two did an amazing job. That was some great teamwork."

Ben looked up, seeing the sincerity in his grandfather's words, and finally gave a shy smile. "Thanks, Grandpa."

They reached the RustBucket, and while Max was stowing his crutches in the vehicle, Gwen glanced at Ben with curiosity.

"So, Ben, what happened back there? It was like you were… possessed or something."

Ben hesitated before answering, frowning as he tried to find the words.

"I... don't know. When I turned into Upgrade, I saw shadows spreading all over the room. And next thing I knew, I was floating in space… and he was talking to me. He said… he's coming for me."

Gwen's eyes widened, but Max furrowed his brow, his expression growing serious.

"Grandpa, you look scared," Ben noted, noticing the change on Max's face.

Max hesitated for a moment, then gave a reassuring smile.

"I'm... fine. And you're going to be fine too, Ben. As long as we stick together, we can handle anything."

Ben relaxed, smiling at his grandfather's words. "Sounds good to me."

Gwen smiled as well, cheerful. "Now that's more like it. We're back to our routine."

Max climbed into the RustBucket while the kids settled into the back seat, laughing and joking around. But while happiness filled the air for his grandchildren, Max's smile slowly faded. He gazed out the window, thoughtful.

Hiding his concern, he started the RustBucket's engine, ready to hit the road once more.