In a dark cavern, an alien had walked in alone and had his master on a video call.

"You may speak to me, half-breed vermin."

"Gratitude, master. For months now, someone has been leaking details of our secret operations to the authorities," The half-breed said. "I have new information. We have found the source of the leak."

He showed him the person that was behind the leaks.

"His name was is Max Tennyson, We had trouble with him before."

"Then this will be the final time he troubles us. Destroy him."

"At once, master."

Meanwhile, in Bellwood, California, a soccer match was going on as older Cash Murray had passed the ball to best friend J.T. who ran to the goal hoping to pull the Great Equalizer but standing in the goal was a fifteen-year-old Ben Tennyson.

J.T. kicked the ball as he could, only for Ben to leap up and catch the ball like it was nothing. The crowd immediately burst into applause as the clock hit zero.

"Alright, Ben!" The players all said as they lifted him up.

Much later, Ben unhooked his bike and looked at the gold medal that read MVP without realizing that an Asian was standing right in front of him.

"Oh, uh hi, I'm sorry. I wasn't showing off. I mean, I was going to show the medal to my Grandpa... I guess that is showing off."

"It's okay, I understand."

"Ben Tennyson. Hi."

"Julie. I know who you are. Great game."

"Thanks. I really do have to go, though. See you tomorrow?"

"Okay, bye."

Ben rode his bike, taking sights of their town as he raced off to find the Rust Bucket that was rebuilt about 3 years ago.

"Grandpa Max? Open up, it's me, Ben."

Little did he know, someone lurking at him in the bushes. Meanwhile, Ben found the key to the Rust Bucket and went inside.

"Hello? Grandpa?" Ben said as he looked around to see the place. "What the heck happened in here?"

He walked over to the restroom and slid the door open, finding nothing inside. He closed the door then turned around and saw an alien from the into. The alien attacked him but Ben dodges it, then slapped his wrist, only for nothing to happen.

"Right, no watch."

The alien reared his tentacles back in and strike its claws at Ben only to block by a box and then quickly ran. The alien looked to his left and saw a black. He moved in only to find out the shoe was discarded. He felt a tap on his shoulder as Ben held a fire extinguisher in his hands.

"Peek-a-boo!"

Ben blasted the fire extinguisher at the alien that sent him crashing out of the windshield.

"Whatever that thing was, it was looking for something but what."

Ben walked up and flipped a few switches on the dashboard revealing a secret component.

"Hello," Ben as he picks the silver projector in the compartment then it showed holographic Max.

Hello, Ben.

"Grandpa, what's going-'

I left this recording where I knew only you two would find it. I'm in a bit of a situation, but it's nothing that I can't handle. Certainly, nothing for you to worry about. There's renewed alien activity on Earth. I'm investigating it. Oh, and don't worry about the Omnitrix either. I have it and it's completely safe. They'll never get their hands on it. Say hi to your Gwen for me. Max out.

Then the hologram was deactivated.

"You got the Omnitrix?"

Ben quickly rode his bike up to his home and then went to his room.

"He says he's got the Omnitrix," Ben said as searched through his closet and then found it. "What are trying to tell me, Grandpa?"

At the Bellwood Rec Center, a karate match was going on as a fifteen-year-old Gwen was in it.

Both Gwen and her opponent bowed to each other in respect taking their fighting poses.

"Hajime!"

Both gave out punches and kicks, which were blocked by the other, then Gwen grabbed the man's arm and gave him a toss onto the mat.

"Point! Victory!" The sensei said then Gwen helped him up they bowed to each other.

The applause died down as she found that her cousin Ben was still clapping.

"So how's my favorite cousin?" Ben asked.

"Ben," Gwen said as she hugged him, "Still undefeated. Compliments mean that you want something."

"I got a problem. I need advice."

"Okay, soon as I change."

Night had fallen as Ben fell asleep on the mat. The doors opened up and Gwen walked in to see him drooling.

"Well, that's attractive," Gwen said as Ben woke up and stand up.

"What? I'm awake." Ben replied.

"You needed help?"

"I need advice," Ben said as he showed the Omnitrix.

Much later, Ben showed Gwen the hologram message by Grandpa Max.

"Oh, and don't worry about the Omnitrix either. I have it and it's completely safe. They'll never get their hands on it. Say hi to your Gwen for me. Max out.

Then the hologram was deactivated.

"Grandpa doesn't have the Omnitrix, You do."

"Yeah, he sending me some kind of message. I think he wants to put it on again."

"He always told you guys that was your choice. You don't have to do if you don't want to."

"I used to love the Omnitrix. It made feel special."

"You know what? It wasn't the wath that was special. It was you. And you earned the chance to have a normal life, you put it back on, that's pretty much it for normal."

"Be if Grandpa needs our help-"

"He said he didn't. Remember how much we had getting it off the last time?"

The doors suddenly opened and the cloaked figure from the trailer park appeared.

"The Omnitrix aren't yours. Give them up."

"No way!"

Both Ben and Gwen dashed to the exit once there, Ben pushed down on the door, but it was jammed.

"Give it to me, now."

"Or what?" Ben asked.

"Or this!" He removed his mask showing his true form.

"Oh, that's so creepy," Ben shuuderd a bit then tried to make a run for it only avoid a laser blast from his gun.

"Don't make me use it on you."

"Who's making?" Ben asked as Gwen created energy platforms beneath her feet and walked upwards.

"Not fishface her, that's for sure."

He blasted at Gwen as she block them then capture the alien with her magic and holded him in air.

"You getting at the that stuff."

"Thanks."

"We want answers right now. Otherwise..."

"You'll what?"

"I don't know. Overfeed you."

"Do I look like somebody to joke with? I'm duly deputized agent of the Plumbers, an interglastic law enforcement orangaztion."

"I know what they are. My Grandpa Max used to be used a Plumber."

"Max as in... Max Tennyson?"

"Yeah..."

"He was helping me out on a case but he went missing."

"We were looking for him."

"Wait? He's your grandfather? You're the legendary Ben Tennyson?"

"Guess so?"

"I thought you were just some kind who snuck it from the Rust Bucket. My apologies. If you get me out of this, maybe we can find your grandfather together."

"Agreed."

Gwen release him then looked at Ben,

"Are you sure?"

"I'm sure," Ben said as he slapped it on, knowing this time it was for good.

"Oh by the way, my name's Labrid, Magister Labrid."

In the trainyard, Labrid, Ben and Gwen were at trainyard hiding behind crates as they a business deal getting set up.

"So... what are we doing here?" Gwen asked.

"Stakeout," Labrid explained. "A tip from your grandfather, the Forever Knights. a group of criminals who-"

"Trade in alien technology, yeah, I've known, I've had to encounter them many times before."

"They're supposed to show up here tonight to receive a shipment of illegal alien tech."

Meanwhile, on the other side of the trainyard, five individuals were having a skate out themselves.
'
The first one wore aviator goggles, golden ear clips, white trainers, and a yellow shirt with a thundercloud on it. The second one wore a simple pink shirt with pictures of lemon slices on it. The third one wore an ocean blue dress with a heart emblazoned on the bottom. The fourth one was wearing a yellow and magenta t-shirt. The fifth one was a pink skirt with a small leather jacket covering her arms. Their names were Indigo Zap, Lemon Zest, Sugarcoat, Sunny Flare, and Sour Sweet, They were the Shadow Five heroes of Crystal Prep.

"Are sure this is the place?" Indigo Zap asked.

"Of course, we're in the right area. Base off Twilight told us that these Forever Knights branches that set up shop in Cantelot City were getting the alien tech from here," Sugarcoat replied.

"But we don't know who's getting it," Sour Sweet added.

"Looks like we're about to find out," Sunny Flare said a car showed up and someone stepped out.

"No fricken way," Indigo Zap gasped at the sight of him.

"What?" Lemon Zest asked.

"It's Kevin."

"You know him?"

"Yeah, he's actually my cousin," Indigo Zap explained. "He's got powers that allow him to absorb anything he touches. The last time I heard from him, he was trapped in an extradimensional prison and he looked like a freak."

"He's not freak now, in fact, he's kind of hot," Lemon Zest said getting an authentic good look.

"Yeah, how he is not mutated?"

The Forever Knights approached Kevin and handed him a briefcase. Kevin open it and saw several stacks of dollars.

"Money's here," he said to the workers then they took some cases and Kevin opened a case to reveal some kind of blaster.

Back with Ben and the others...

"Well look like he's brokering the deal," Labrid said.

"You did say it was illegal," Ben impelled.

"As promised, four dozen factory-new laser lances. Ether-point energy module, antennae focus emitter. It's good for 35 mins of continuous fire at point-six terawatts. Is that good?"

Kevin fired the lance at the empty crate causing it to explode.

"Those lances are Level 5 technology! Planet Earth only has Level 2!"

"What happened to the whisper?"

Meanwhile...

"Should act now?" Indigo Zap asked.

"Not yet," Sugarcoat replied.

Ben, Gwen, and Labrid sild down and confronted them.

"Hands on your heads, air breathers!" Labrid held his badge. "By the authority of the Plumbers, you're all busted!"

The workers remove their masks, revealing them to be the same kind of aliens that Ben fought before.

"Ugh, so creepy?" Gwen said.

"Isn't it?" Ben asked.

"Back off!"

Labrid used his laser and created a wall of flames preventing the aliens to walk any further.

"Now what?"

"Standoff."

"Uh, I don't think so, the other guys are behind us."

The Forever Knights took off their cloaks and put on their helmets as they brought their laser lances and aimed at the group just then the aliens behind them approach.

"We're toast."

"No, we're not, IT'S HERO TIME!" Ben activated the core and then slammed it down only for nothing to happen. The watch just glowed blue in the center and made Ben gulp in fear.

"Ben!"

"Watch!"

"Okay now!" Sugarcoat said as the Shadow Five leaped into action.

"Who the hell are you?" Gwen asked.

"Introductions later survive, now!" Sour Sweet said before taking down two Forever Knights. "Alright, who's next?!"

The Knights fire their laser lances as Gwen quickly blocks the blast with her force field that kept on shattering no matter how many were put up.

An alien popped up behind Ben and he ran.

"Oh sure, run like a coward! Very Heroic!" Indigo Zap shouted with sarcasm.

Suddenly an alien popped up behind her and hocked up some kind of green slime that stuck to her skin and cocooned her where she stood.

"Damn it."

The same thing happened with Labrid and the others as they were stuck to the ground in front of them.

Ben ran to the warehouse area and avoided the slime blast.

"Come on! Work already!" Ben said the watch let out a beeping sound and suddenly glowed green before shrinking down to more of a wristwatch size.

"Okay, that's a new one."

Ben adjusted it that now showed ten new alien forms.

"I don't recognize any of these guys but given the circumstances, this one looks pretty good!"

He slammed it down and he now was a plant-like alien with a flame-like head.

"Swapfire! Ew, what is that smell? Is that me?" Swapfire asked before confronting the aliens.

"Get away from them!"

Swapfire gave a strong right hook to one then another with his foot.

The aliens panicked and ran for the truck, quickly filling in and trying to drive off before Swapfire grabbed a girder with his strength and slammed it into the truck sending it crashing onto its side.

"I forgot how much fun this was," Swapfire said as some blasted through Swapfire's form and passed through him.

"Hey count it out, that tickles!'

The others were shocked as everything passed through the plant alien's body. The Forever Knight kept on blasting at Swapfire. He took off to run and a laser suddenly took his arm off.

"Hey!"

"That's not good!" Sunny Flare gasped.

Suddenly, a vine shot the severed arm and reattached itself to the body.

"Never mind."

"You guys are so much trouble!" Swapfire grinned then easily wrecked the knights.

Once the knights were dealt with, Kevin suddenly jumped in and faced Swapfire.

"Hey, Tennyson!"

"What do you want?"

"Let's see. you trapped in the Null Void for all those years."

"You did that to yourself."

"And you ruined my deal today. I'm thinking I want revenge," He knelt down to the train track and absorbed the metal, coating his entire body. "Good news, I've been practicing my powers for quite a while. Since I can absorb anything, I've got more than enough power to take it."

"Well, that's new!"

Kevin buried his fist in Swapfire's stomach, only to break through and Swapfire slammed him in the head with both hands. As this was happening, the aliens and the Forever Knights loaded whatever they could find as left.

Kevin lifted up a crate with his immense strength and shouted out as tossed it on top of Swapfire, flattening him.

"And that's what happens you mess with me!" Kevin grinned then turned around to find Sour Sweet slowly clapping.

"What's the matter? Not upset that I crushed him?"

"Don't count your chickens before they hatch." She simply said as vines suddenly grew from the ground around Kevin and they shifted to form Swapfire.

"What?"

"Peak-a-boo!" Swapfire said as he double punch him in the face knocking him back.

Kevin tried using the last of his strength to pick up a large train car and tried to throw it at him but Swapfire shot out a flame jet at it that caused it to go boom. He was blown back and then fell unconscious as his armor dissolved around him.

"No wonder he's called Swapfire," Lemon Zest said.

Moments later, Kevin came around as his old enemies, his cousins, and the Plumber and timed-out Ben were around him. He then look down and noticed that his hands were bound by energy cuffs and Gwen's magic.

"Energy cuffs. You can't escape. There's nothing to absorb," Labrid explained.

"Uh, you've still that stuff in your hair," Ben said.

Gwen looked at the right and saw nothing wrong.

"Other side," Kevin explained.

Gwen felt her hair and then groaned at the green slime that was still on it.

"Oh."

"Time we had a talk tough guy," Labrid showed him a laser lance. "These weapons run on ether point energy cells, a dangerous technology that was too advanced for humans. They shouldn't even be on the planet in general."

"So, how is it my problem?" Kevin asked.

"While you and Ben were fighting, the Forever Knights got away with a crate full of them," Sugarcoat explained.

"You set up the deal, you're going to tell me where they are."

"Kevin," Indigo Zap said putting her hand on her cousin's shoulder. "Tons of people could get hurt."

"You're in a lot of trouble, son. I'm giving you a chance to help yourself."

"You don't have to convince me, those guys ran off before I got paid. I'm happy to help find those deadbeats."

Later, Kevin was driving his car using the GPS to find the Knight's castle.

"Still think I should drive."

"Nobody drives my car except for me and that's final!"

"Apart from that," Gwen move the conversation. "So who are you guys?"

"I'm Sugarcoat and these are friends, Indigo Zap, Lemon Zest, Sunny Flare, and Sour Sweet. We came from Canterlot City, following a lead that those Forever Knights had recently set up shop in our home," Sugarcoat explained. "Using alien tech and magic artifacts in their crimes. But never expected that aliens were behind it."

"Do you anything about them?" Sunny Flare asked Labrid.

"I don't know anything about the ones we fought today. I've never met that kind before."

"They're not in here either," Ben said scrolling through the Omnitrix. "Not that we know how to work these things anymore."

"Maybe after you get your license, pee-wee."

"Who won our fight again? Oh, I remember... me!"

'"There's been a lot of alien activity on Earth lately. Don't know why. Your grandfather thought that whatever was causing the deal was going to lead us to whatever was causing the interest. Now he's missing."

"I just wish he was here. He would know what to do. He always knows what to do."

"Well, he ain't. you are the one with Omnitrix. You're going to figure out how to get things done on your own."

"We're here," Kevin said as they arrive at Knights' castle.

"Subtle, nobody would think to look in here for them," Ben said.

"You didn't."

"How do we get in?" Labrid asked.

"Gwen."

Once they were outside, Gwen use her magic to lower the drawbridge and then group headed inside.

"There's no here," Sunny Flare said. "Are you sure were in the right place?"

"There's a hidden door. keep looking."

"One thing's for sure they have good taste," Sour Sweet looking at the jewelry.

Lemon Zest look around at a knight's armor on a rack.

"I don't like this," She then gasped when she back into another set of armor and she jumped at it fell to the ground all around her making the others looked at her. "Sorry guys I'm just little..."

Then suddley a dragon loomed before them and growled at them.

"...paranoid!"

Indigo Zap

Poined Indigo Zap

Lemon Zest

Poined Lemon Zest

Sunny Flare

Poined Sunny Flare

Sour Sweet

Poined Sour Sweet

Sugarcoat

Ponied Sugarcoat