In a side room, Kevin and Ben peeked through a small opening in the door to spy on this meeting between Billy Billions and the Forever Knights.

Ben recognized the outfits and their logo. Though his eyes were swayed away toward Mazuma.

Kevin:(whispers) Dude, keep watch, I'll try to look for a way out.

Ben:(whispers) Yeah, yeah... I'll keep watch.

Ben:(stares at Mazuma)

Mazuma places a tea set on a table before standing beside Billy as the Knight guards did with Enock.

Billy: Now let's cut to the chase. Give me the alien tech you've acquired.

Enock:....(picks up tea)

Enock: Child...(sips)...

Enock: I'd gladly give you access to it... IF you were a true member of the Brotherhood.

Billy: Hmph. Why should I serve anyone, when I'm so superior?

Billy: Tell you what? You give control to me and I'll solve all your problems.

Enock: Your ego will be your downfall.

Billy: Watch your tongue. My company is a major funder of yours, remember.

Enock: You are a "luxury" not a necessity.

Enock: Count your luck that I am willing to make a deal with you.

Enock: Provide me with a battalion of those...

He points at Mazuma.

Enock: And I'll allow you to see the technology we've acquired.

(Shatter)

Everyone:?

Ben:!?

Turning around, Ben saw Kevin standing over a vase he accidentally knocked over.

Kevin:... Oops...

Billy: Mazuma, check it out.

Mazuma: As you wish.

Ben:!

Ben:(whispers) Quick hide! Hot chick inbound!

(Opening theme)

Mazuma entered the room and stared at the shattered glass on the ground.

Kevin and Ben were hidden under the bed, watching how Mazuma walked around.

Ben primed the Omnitrix, dialing up Ghostfreak.

Mazuma then suddenly lifted the bed over her head to find nothing underneath. That was because Ben and Kevin were hugging the bedframe.

Mazuma:....(looks up)

Kevin/Ben:...

Ben:(smirks) How you doin'?

(SHATTER)

She throws the bed through the window.

Kevin/Ben: WHAAAAAAAA!!

(TSOOOOOOOOOOOOOOOOO)

Slamming the Omnitrix Ben transforms into his stinky flyer.

(Stinkfly)

He catches Kevin who he flies off with.

Kevin: Haha-(gags)!

Kevin: Dude, you reek!

Stinkfly: I know. Let me know when it's too much, and I'll drop you.

Kevin:(looks down)

Kevin: I'm fine.

He quickly flies after the bed which he spits at with a green viscous slime that makes the bed stick to a building.

Ben then takes Kevin to the roof of the hotel.

Stinkfly: That was close!

Kevin: You're telling me. Luckily I got what I needed.

Kevin:(holds out keycard)

Kevin: The master card. Any and every room is ours to open.

Kevin: Including the lab.

Kevin: Since you're already an accomplice... How about finishing what we started?

Stinkfly: What exactly do you want to do?

Kevin: Take and give. I'll find you when I have everything prepared.

(CRUNCH)

Ben/Kevin:?

Climbing onto the roof was Mazuma with a red glint in her eyes.

Kevin: Scatter!

He leaves through the door on the roof as Ben attempts to fly away only for Mazuma to grab him by his tail with amazing strength.

Stinkfly: What the-

She slams Ben back onto the roof.

Mazuma:...

(SQUAT)

Spitting his goo out of his eyes, Stinkfly covered Mazuma in the green substance, restricting her movements immensely.

Stinkfly: Sorry, I know girls don't like slime in their hair but you can't just grab a guy's tail like that.

Mazuma: I do not feel joy. However, there is a 49% chance I will enjoy your dissection.

Kevin: Dude, I'm back- Oh, never mind.

He returned with a fire extinguisher.

Stinkfly: Yeah. I'm just that good. Let's fly.

He flaps his wings until he hears a strange buzzing. Looking back at Mazuma he watches her fire a laser out of her eyes at the slime.

The slime immediately bursts into fire, setting her ablaze.

(FROOSH)

Kevin/Stinkfly:!?

Kevin immediately uses the fire extinguisher as intended to put Mazuma out.

(Fwhooooooooohss)

The fire died down to reveal her robotic side.

Kevin/Stinkfly: WHAAAAA!!!

Grabbing Kevin, Ben flew away before Mazuma could do anything to stop them.

(Doot-doot-doot-doot-dooooot)

Landing in an allyway, Ben and Kevin walk back to the hotel.

Kevin: Did you see that?!

Ben: I can't unsee that...

Kevin: That's the type of crud that rich sucker is hiding.

Kevin: We could make a fortune with that stuff.

Ben: And give it to the poor...

Kevin: Yeah, sure.

Kevin: Ugh! His type just makes me sick.

Kevin: Once I locate the lab, it's gone time! Be ready!

Ben: Yeah... Sure.

Separating, Ben heads back to his room where he found Max and Gwen waiting.

Max: Ben...

Ben: Whatsup Grandpa?

Max: I noticed the Stinkfly...

Ben: Uhhh... What do you mean...

He points at the Breaking News broadcast.

Ben: Oh, because I'm the only alien around.

Max: So this wasn't you?

Ben:... Well...

Max: Ben. You can't just go flying around town. The watch isn't a toy.

Ben:(mind) Should I tell them...?

Ben:...

Ben: Yeah, I know. I... I kinda got locked on the roof. And the stupid watch gave me Stinkfly instead of Ghostfreak.

Ben:(mind) There's no point in telling them. They can't help me. I got a partner already anyway.

Gwen: What about that guy?

Max: What guy?

Ben: The guy Gwen was flirting with.

Gwen:(blushes) I was not!

Ben: Oh yes you were!

Gwen: Shut up, doofus! What do you know?!

Ben: I know he thinks you're cute.

Gwen: R-really....?

Bem: Bwahaha!

Gwen:!!

Gwen: You're so dead!

Ben ran out of the room with Gwen chasing him, as Max stared on with suspicion.

A few hours have passed, and Max was now spying on Ben from a distance. He could tell something was "off".

He watched Ben until Kevin arrived.

Max:!

Gwen: Whatcha doin' grandpa?

Max:!?

Max: Gwen! Don't surprise me like that. My old heart can't take it.

Gwen: You're spying on Ben?

Max: I can tell he's holding something back. And that kid...

Gwen: What about him?

Max:... You should stay away from him. Your parents would kill me if you got a boyfriend.

Gwen:?!

Gwen: Grand-

Max: Shhhh!

Max: I'm going to keep an eye on them. For the sake of my heart.

Gwen: Hmph. Then I'm coming too. You know. For your old "heart".

Max:... Fine. Let's go.

The two follow Ben and Kevin as they enter the maintenance corridor.

Kevin: Dude, the lab is freaking crazy!

Ben: Really?

Kevin: Yeah, I took a peek. Here, check it out.

Opening the door, Ben enters a lab filled with a bunch of technology. Most of it was android parts and chemistry.

Ben:!

There he found Mazuma in a tank where new artificial skin was being graphed to her body.

Due to some frames around the tank, Ben was unable to see if Mazuma was "anatomically correct".

Ben:...(slowly bends down to see-)

Kevin: Here we go!

Ben:!

Kevin: See this?

Kevin holds up a solid gold robot arm.

Kevin: This alone is going to make us rich!

Ben: Is that seriously it?

Kevin: What more do you want?

Ben: I don't know... Some evil plot to foil?

Gwen: Not everyone is evil.

Kevin/Ben:!?!

Ben: Grandpa? Dweeb?!

Max: Ben, don't go through with this.

Ben: Grandpa, you don't understand! The guy who owns this is working for the knights!

Ben: This is clearly an evil lab.

Max: Ben... Hm?

Max notices something within the lab.

Gwen: Granpa, what's wrong?

Kevin: Found something you like old man? Nice. Help nick it and it's yours.

Gwen: My grandpa, isn't a crook like you.

Kevin: Crook. I'm a modern-day robin hood.

Gwen: Ha! Yeah, right. Keep telling yourself that.

Kevin: Come on! Don't be such a loser.

Max walks over to a table that had a Forever Knights symbol on it.

Ben: Grandpa...?

Max:(mind) So they are still around...

Max makes his way immediately toward the computer where he begins looking through files.

Ben: Grandpa, what's wrong?

Max then comes across satellite pictures of a certain space vessel.

Max:!

Max:...

Max: We should leave.

(SHATTER)

Mazuma leaped out of the tank and in front of the four, revealing what was behind those tastefully placed frames.

("Repair" mode)

Mazuma: None of you are leaving alive.

Gwen: Whoa, what's her deal?!

Ben: Stay back, I got this girl. Even with three hands tied behind my back.

Ben: It's hero time!

(TSOOOOOOOOOOOOOOOO)

Heatblast: You know what? I'll take it.

Max: Ben... Distract her a little bit.

Gwen: Grandpa, what are you doing?

Max begins downloading information off the computer. Kevin begins packing valuable tech, as Gwen scurries out of Ben's way.

Heatblast: Bring it hot stuff. I'll show you even hotter stuff!

She blasts lasers from her eyes at Ben who dodges and blasts a wall of fire at Mazuma who simply leaps through it.

With a burst of fire, Heatblast thrusts himself forward to Mazuma who slides under Ben.

Her arms then extend out and pull Ben back towards her.

(BAM)

With a powerful kick, Ben was launched across the room.

(Crash)

Heatblast: Ugh...!

Mazuma then walks up to Ben.

Mazuma: Die.

Heatblast: Get a tan.

(FROOOSHHH)

Knocking her back with a burst of fire, Ben rushes up to her and chops her arm off with a blowtorch sword of his flames.

Mazuma: Hmph.

Her remaining arm extends and curves around Ben, grabbing the back of his neck before throwing him.

(BZZZT)

She also fired her laser for extra force.

Meanwhile, Gwen was trying to pull out a weapon from the pile of android parts.

Gwen: Hey!

Kevin: What?

Gwen: Help me with this?

Kevin: Why?

Heatblast: WHHA!

(CRASH)

(BZZT, BZZT)

Gwen: What happened to be a modern-day robin hood?

Kevin:...(sigh)

Kevin: Just stay back, will ya?

He races over to Ben.

Kevin: Hey, give me some of that too!

Heatblast: Huh?

Touching the Omnitrix, Kevin absorbs some of the energy.

Heatblast/Kevin: UGH!

Mazuma takes this opportunity to grab a spare arm with a cannon attached to it. She uses her laser to weld it to herself.

With it integrated into her, Mazuma aims and fires.

Ben and Kevin aim their hands at her.

(Heatblast mutation)

(BOOOOM)

The floor crumbles, and the three fall into what is a huge elevator shaft that allowed Billy to sneak many things into the city.

Gwen: Ben!

Max: He'll be fine. The blueprints show he'll end up in the subway.

Max: We better get packed.

In a bought subway station, Ben and Kevin stood up to see Mazuma still out to take them out.

Kevin: This power is great!

Heatblast: Yeah! Tell me about it!

Heatblast: Come on! Let's give this tin can a sunburn.

Kevin: Oh... I'll do more than that...

Running up to Mazuma, Kevin is grabbed by the face and lifted off the ground.

He fires a stream of flames only for Mazuma to extend her arm, several meters to bash Kevin into a wall.

Boosting over to Mazuma, Ben punches her multiple times, until she aims her gun arm.

Shooting fire from his hands, Ben quickly slid around her.

Sparta kicked her in combination with blasting fire, and Heatblast launched Mazuma toward Kevin.

She flips and shoots the ground to fly over Kevin's head.

Kevin turns around and throws a punch as Mazuma shoots.

(CRASH)

Kevin shatters her arm before leaping atop Mazuma.

Kevin: RAH!

He repeatedly beats on her, until she fires lasers from her eyes to launch Kevin away.

Mazuma approaches the 11-year-old until she realized the 10-year-old was gone.

Mazuma:?

Mazuma:!

Looking down, Mazuma saw her feet had been welded to the train railing.

Ben then hugs her from behind.

Heatblast: Let me warm you up.

He bursts into flames, melting off what was left of her skin, along with melting her joints together.

Ben walks to her side and leans on her.

Heatblast: You ain't that hot...(chuckles)

Kevin: Good one...

Heatblast: So... Is that permanent?

Kevin:(looks at mutation)...

Kevin: Heh? Who can say?

Kevin: But if you can rock the freak look. So can I.

Kevin: This will be a nice change of pace.

Kevin: Time we split.

He walks away.

Heatblast: What?

Creating a wall of fire, Kevin disappears. Leaving Ben with a bad feeling in his gut.

The Tennysons were back on the road. Max had made Ben explain the whole situation to him.

Max: Ben...

Ben: I know, you're mad.

Max; No. I'm disappointed. You need to come to me with this stuff.

Max: You can't just go galivanting on an adventure with a stranger you don't know.

Ben:... I'm sorry.

Max:... It's fine. I can't be too mad with what I found. Just, for next time, come to me. Talk to me.

Gwen: Can you talk to us about why you were so eager to use that computer?

Max: Oh... Uhm... I forgot to do my taxes. And needed to send some emails.

Gwen:... You expect us to believe that?

Max: I'll explain it to you two another time.

Gwen: Let me guess... When we're older?

Max:...

Gwen:...(sigh)

Ben:...

Kevin stumbled around the subway until he suddenly mutated into a different alien than Ben.

And then another.

And another...

Kevin: Hehehe...

Billy watched the footage Mazuma recorded.

Billy:(glares)... Unacceptable!

(Ending Theme)