Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.

Author's Note: Welcome to the next chapter of Stan 10.

This one provides Stan with some answers as to why he found the Omnitrix and why it landed on Earth.

So sit back and enjoy the chapter, here we go.

Italics: Thinking.

Bold Italics: Thick deep voice.

Previously on Stan 10: After defeating Zs'Sakyr and crashing back on Earth, the group came into contact with some new friendly faces.

This new group consisted of Ramsey and D'Sifso who were members of the Douglas family along with Darrell and Wraith, a Human and a Symbiote pair that were partners like Ben and Nibbler.

At first, Stan was suspicious of the new group because he remembered how Phil Billings was an evil person. However, Ramsey convinced Stan that his group were not up to anything bad.

After talking and discussing recent events that had occurred, the groups decided to work together to take down a criminal known as Indlovu who had plans to conquer the world and make it a Zulu empire with him as the leader.

However, whilst the group were able to beat Indlovu and stop his heist in the Birmingham Museum of National History, the crime lord escaped and vowed that his plans were just starting.

Following this, the RV group bid farewell to their new allies and continued on their road trip across the country after retrieving the Rust Bucket from Cape Canaveral.

However, Max will soon reencounter an old love of his whilst Stan will learn more about how he found the Omnitrix and why it came to Earth...

Chapter Forty-Two: 'The Visitor.'

Somewhere in the frozen north of Canada...

It was a freezing and desolate night in the Candian mountains with the full glare of the Moon gazing down upon the snowy region.

However, there were still signs of life.

WHOOSH! ZIP! Rumble...

A pair of thrillseekers riding on snowmobiles drover across the thick snowy terrain racing each other.

"WAHOO! YEAH! WAHOOO!" The snowmobilers yelled out to each other.

"Hey, Kenny! Remember the bet we made?!" One of the snowmobilers yelled out to his colleague.

"Oh yeah! If I win, you owe me that bar tip!" The snowmobiler yelled back in response.

Grinning, the snowmobiler then drove forward right before he noticed a large chunk of jagged ice cropping up from the snowy ground.

"ARGH!" The snowmobiler yelled out before he then jumped off his vehicle and crashed onto the snow.

WHOOSH! SPLOSH! CRACK! WHAM!

Recovering from his injury, the snowmobiler wiped his snow-covered goggles before he felt the ice crack around him and crumble...

"What in the..." The snowmobiler muttered out right before the icy ground caved in beneath him.

CRAKA-CRUMBLE!

"Crap! Kenny!" The other snowmobiler yelled out coming to a halt near the large hole that had been created.

Immediately, the snowmobiler in the crater shook his head before he coughed out snow and stated, "Don't worry about me! I'm fine..."

Looking around the snowmobilers then noticed the wreckage of spaceship parts and alien debris lying around in the snow.

"What is all that junk?!" The snowmobiler outside the crater asked his friend who blared out, "Looks like some kind of wreckage, not sure what's it's from though."

Curious, both of the snowmobilers then went inside the crater and looked around leaving snowy footprints in their wake.

"You think is this some kind of UFO crap or junk?" One of the snowmobilers muttered out.

"You watch too many movies. No way aliens are real." The other snowmobiler rambled on to his friend.

"Really? You don't believe the news reports from down south?" The snowmobiler asked his friend who nodded back.

Rolling his eyes, one of the snowmobilers leaned down and wiped some snow off the ground revealing a green metallic pod beneath.

"Warning... Life support system compromised... Releasing..." The alien pod hissed out to the snowmobilers.

The green metallic pod then hissed open with a bright green glow and smoke hissing out.

Rumble... HISS!

Immediately, both snowmobilers stepped back in horror before an alien footprint stepped out onto the snowy ground for the first time.

The result alien that appeared was a female alien that had light green skin with two tentacles on her forehead and one on her back.

She had four long humanoid fingers with three claw-like toes along with wearing a long futuristic blue jumpsuit to cover her body.

Blinking her three purple eyes, the alien stumbled forward briefly whilst the snowmobilers freaked out.

"OH GOD! IT'S AN ALIEN!" One of the snowmobilers yelled out before the other one shouted, "RUN FOR IT!"

Both of the snowmobilers then ran for their lives and clambered out of the crater before jumping on the snowmobile and driving off.

WHOOSH! SCREECH! ZIP!

Whilst the snowmobilers ran off, the female alien walked forward and took in her environment before she remembered one thing.

Protect the Omnitrix.

"The Omnitrix..." The female alien then muttered before her three purple eyes glowed in the dark of the snow.

Rumble... Zap...

The female alien then used psychokinesis and floated in mid-air heading towards the last known location of where the Omnitrix had been...

A few days later back in the United States...

It was a peaceful and sunny day in the city of St Louis in Missouri.

Outside the city, itself was the St Louis Gateway Arch where the RV group were currently relaxing and hanging out in the nearby park which was filled with tourists, locals and dog walkers.

Currently, Max was walking around the park and taking in the scenery whilst the kids were having fun.

Ben was playing soccer with some other kids with Nibbler not taking over as promised whilst Gwen was running around the grass with a kite high up in the air.

As for Stan, he was currently sitting on a park bench and reading, 'The Adventures of Martian Manhunter: Issue Ten.'

Flicking through the pages with interest, Stan then muttered to himself, "Nothing's better than reading some comic books whilst outside and enjoying the fresh air."

Ben then arrived on the scene and sat down near Stan holding a soccer ball.

"Hey Stan, how are you?" Ben then questioned Stan with Nibbler taking over at the end.

Glancing up, Stan then folded the comic book away before he told Ben, "I'm doing good thank, you Ben. After all, today is a glorious day."

"Tell us about it. No fights we've had, no evil supervillains trying to take over the world... It feels great to just chill out and relax." Ben fully remarked back to Stan.

"Yep." Stan agreed back before he said, "It's been four days since I've last used the Omnitrix... And I'm glad I haven't used it for a while."

"Fair enough, Hopkins," Nibbler remarked back before Gwen walked over and joined them having holstered her kite.

"What are you three up to?" Gwen then questioned Ben, Nibbler and Stan.

Glancing up at Gwen, Stan smiled before he told her, "We were just talking that's all."

"Cool. So where's Grandpa?" Gwen then questioned the two.

"We don't know." Ben shrugged back to Gwen in response before Nibbler pointed out, "Isn't Max over there?"

The kids all glanced over and saw Max staring at an elderly couple who were walking at a slow pace nearby.

"What's up with Uncle Max?" A confused Stan then muttered out.

"Grandpa seems pretty bummed." Gwen then informed the others causing Ben to ask, "Really?"

Frowning, Ben then walked over to Max and asked him, "Hey, Grandpa, what's wrong?"

Facing the kids, Max then sadly said, "Huh? Oh, nothing... nothing... I'm fine. I just need a little time to myself that's all."

"Are you sure?" Stan then asked Max before he finished with, "Maybe we can cheer you up."

Gwen then walked past and pushed both of the boys before she told Max, "No problem. We'll be at the playground."

Gwen then dragged Stan and Ben off before Nibbler complained out, "Hey, that hurts!"

Once the kids were gone, Max sighed sadly before he looked upwards towards the sky thinking about simpler times.

Ten minutes later...

As younger kids played in the playground below, Ben, Gwen and Stan were currently relaxing on a hill.

"What's wrong with you?" Ben questioned Gwen lying down before he snarkily remarked, "You know other than the obvious."

Stan who sat down next to Ben frowned slightly before he remarked, "Ben, Gwen was just doing the right thing. Max wanted to be left alone."

Gwen who was also sat down with her knees crossed then explained, "My mom told me that Grandma and Grandpa met in St Louis."

"So, what does that mean?" A confused Nibbler then asked Gwen.

"So, being here reminds him of Grandma. I think he's feeling lonely." Gwen fully explained to them.

Stan then glanced at Gwen before he asked her, "That sucks. But what was your Grandma like anyway?"

Ben and Gwen shrugged back before Ben stated, "We never saw her at all."

"Seriously? How can one person not be there as part of the family?" Stan muttered out scratching the back of his head in confusion.

"I guess we'll never find out why since it's probably a private matter between our parents," Gwen remarked out feeling guilty for Max.

"Doesn't everything happen for a reason though?" Nibbler then questioned Gwen before he suggested, "Maybe she left for a very important reason."

"I don't know why that happened. But maybe we'll find out why one day." Stan optimistically suggested to the group.

"Well in the meantime, we can help keep Grandpa happy until then." Ben then spoke back in response.

"ARGH!" A young kid from the playground then screamed out.

Immediately, Ben, Gwen and Stan looked down and noticed kids running for their lives with parents scrambling to pick them up.

"Oh, that can't be good." Stan muttered before he told the others, "Come on!"

The group ran down the bottom of the hill and spotted the female alien from earlier step forward in the playground.

Glancing at the group, the alien then spotted the Omnitrix clamped onto Stan's right arm before her three purple eyes glowed.

WHOOSH! ZAP! SPARK!

Stan was then engulfed in a purple aura before he was lifted upwards into the air with Ben and Gwen watching on.

"Oh come on! Why couldn't I have a week off without being dragged into a mess like this?!" Stan then loudly complained.

"The Omnitrix! Where did you get it?! Answer me!" The female alien demanded out to Stan.

"Yeah, that's a long story." Stan began before he smirked and whispered under his breath, "Wildvine."

And then Stan was engulfed in a flash of bright green light.

BEEP! FLASH!

"Florauna DNA Sample Activated." The Omnitrix symbol on Wildvine's chest then beeped out.

Grinning Wildvine then declared, "But the short answer is that you're not getting the Omnitrix!"

Wildvine then grabbed hold of some seed bombs on his back and hurled them directly towards the female alien.

WHOOSH! BOOM! SPLAT! KA-BLAM!

As the seed bombs exploded upon the area with the smoke clearing up, Wildvine noticed the female alien had gone.

"What the? Where'd she go?" A confused Wildvine muttered out before the playground glowed with purple energy and came apart.

WHOOSH! ZAP! SPARK! CRACK! WHAM!

The female alien was then shown floating above the ground before she hurled the debris towards Wildvine.

Wildvine then jumped down before he called out, "Heatblast!" And transformed in a flash of bright green light.

FLASH!

"Pyronite DNA Sample Activated." The Omnitrix symbol on Heatblast's chest beeped before Heatblast cupped his hands together and unleashed a large heat beam which melted the rubble and debris.

WHOOSH! KA-BLAST! Rumble...

"Does Stan need our help?" Gwen then asked Ben from the sidelines who shrugged back and said with Nibbler taking over at the end, "Eh, he seems to be handling it alright."

As the battle went on, the female alien then used her psychokinesis to grab hold of a nearby fire hydrant and rip the lid off.

WHOOSH! ZAP! RIP!

Manipulating the flow of the water, the female alien then direct it towards Heatblast who smirked and called out, "Ripjaws!"

FLASH!

Emerging from the flash of green light, Ripjaws held up his arms and blocked out the flow of water whilst his body absorbed the flow of liquid water into his body.

SPLOSH! SPLASH!

"Mmm... Tasty." Ripjaws snarkily muttered back before he called out, "Stinkfly!"

FLASH!

"Lepdiopterran DNA Sample Activated." The Omnitrix symbol on Stinkfly's head beeped out before Stinkfly flew in the air ready to continue the fight.

"Why don't you just give up? I can rapidly change between different aliens all day!" Stinkfly bluntly remarked.

"I will not give up until you give me the Omnitrix!" The female shouted back before she moved forward right before...

BEEP! WHOOSH! BLAM!

A blue laser beam blasted the ground causing her to be blasted back as Max then emerged wearing his Plumber suit along with him carrying a futuristic pulse rifle.

"That was your only warning shot! Now turn around slowly!" Max warned the female alien.

The female alien's facial expression lowered before she muttered out, "That voice... Max?!"

"Xylene?!" A shocked Max questioned in disbelief before he rubbed his eyes and asked, "Is that you?!"

Confused, Stinkfly, Ben and Gwen then walked up to Max.

"Uh, don't mean to be rude, but do you know her?" Stinkfly then asked Max who nodded back in response.

"Oh great... Yet another old friend of Max's that we happen to come across." Ben snarkily joked out before Nibbler stated, "Wonder what will happen this time."

Gwen then tapped the back of Ben's head in annoyance before she told him, "Shut up doofus."

Ben frowned back at Gwen whilst Xylene asked Max, "Are these children with you?"

Max nodded back before he told Xylene, "Yes they are. It's a long story though."

Facing Xylene, Stinkfly then told her, "Sorry for fighting you earlier. I didn't know you were friendly."

"That's fair. But we have quite a bit to talk about." Xylene replied to Stinkfly.

At the same time back in the frozen mountains of Canada...

WHOOSH! ZIP! Rumble...

A pair of snowmobiles once again drove across the thick snowy terrain with four people riding on each one.

"Are you sure this is where the crater was?" One of the snowmobilers asked.

"Yeah, we saw the lizard alien right there." Another snowmobiler replied.

Both of the snowmobiles then came to a stop with the snowmobilers climbing off the vehicles they had been using.

"It's right here man." One of the snowmobilers nervously declared before one of them placed down a travel bag and zipped it open.

Inside the bag were a few guns which each of the snowmobilers took for protection.

"Now we're prepared in case anything tries to ambush us." One of the snowmobilers muttered before he cocked an old Double Barrel Shotgun.

The snowmobilers then walked into the crater and observed the wreckage of the space ship including the old snowmobile that had been left behind.

"Tch. I don't see any big lizard alien. All I see is crap lurking around." One of the snowmobilers cockily declared.

"I'm telling you, man, there was this big lizard alien that was going to rip us apart!" The other snowmobiler told him.

As an argument began, the ice beneath the group then began cracking and rumbling.

Crack... Crumble... Crack!

Immediately, the snowmobilers aimed their guns at the snowy ground which then erupted.

CRAKA-SPLAT! WHIRR!

One of Vilgax's probe droids then emerged from the ground except it was larger and bulkier than some of the other ones previously seen.

The probe droid glared at the snowmobilers before it beeped and analyzed the weapons they were holding.

"Don't just stand there! Take that robot out!" One of the Snowmobiler yelled before they aimed their weapons at the robot and began firing at it.

RATATAT! BLAM! THUNK!

The bullets ricocheted off the probe droid's body before the robot fired a series of laser beams back at the targets.

WHOOSH! ZAP! BLAST!

The lasers being fired stunned the snowmobilers who decided to run away.

"Run for it!" Another snowmobiler yelled out as the four dropped the guns and ran for it.

Once that had happened, the probe droid activated it's walking ability and generated four legs before it scanned the snowmobile and the guns in the crater.

Whilst the snowmobilers fled the area, the probe droid extracted the parts from the snowmobile and the guns before taking them apart and using them to upgrade itself.

BEEP! ZAP! THUNK! WHIRRR...

Once it had upgraded itself, the large probe droid clambered out of the crater before it stomped to the south detecting the last known location of where the Omnitrix had been active.

A few hours later that evening back in the United States...

It was a bright and peaceful evening in a wooded campsite with the stars twinkling in the black night sky.

As the white gaze of the full moon beamed down upon the site, with the Rust Bucket parked nearby, the group were currently sat down on a table having dinner which was a roasted worm soup that Max had created.

Xylene and Max were sat down at the opposite end talking to each other whilst the kids were sat down together.

"Ugh... She's been here for what three hours? And she hasn't said anything to us." Stan groggily complained under his breath whilst he used a spoon to stir the bowl of his soup.

"Yep. You'd think they were invisible to us or something." Ben then snarkily declared before Nibbler grunted slightly.

"Don't take it so personally you two. They're just catching up." Gwen then reminded them both.

Ben rolled his green eyes whilst Stan nodded back to Gwen and stated, "Okay, I understand what you mean."

"So, how'd you two met?" Gwen questioned Xylene.

"Well, Xylene and I go way back to my early days in the Plumbers. We worked together a lot in those early years." Max fully explained to the group.

"You even made me an honorary Plumbette." Xylene admitted blushing near Max.

"That's nice." Stan remarked before he asked Xylene, "If you don't mind me asking, what species of alien are you?"

Staring at Stan, Xylene smiled before she remarked, "A Terran wanting to learn more about the Universe? That is rather fascinating."

Xylene then explained, "My race is known as Uxorites. And my home planet is Ringa Morr. My kind can move objects around via psychokinesis and can fly briefly."

"Interesting. Thanks for sharing that knowledge with me." Stan remarked back to Xylene who then told him, "Don't bother trying to scan my DNA. The Omnitrix already has a DNA sample of a Uxorite in there."

Stan nodded back in response before he remained silent.

"We've never really seen a Uxorite before." Nibbler then remarked from Ben before Xylene glanced down at the bowl of mealworms Max had given her.

Using her long snake-like tongue, Xylene then ate some of the mealworms and declared, "Mmm... Crunchy and delicious."

"Ugh..." The kids groaned back in response together.

"Well, it's nice to have someone around here who appreciates my cooking." Max then muttered out.

Rolling his green eyes, Ben then snarkily declared with Nibbler taking over at the end, "Why shouldn't the lizard lady like Grandpa's dinner? It was crawling around on the floor an hour ago."

Nibbler then chuckled slightly and stated, "Heh... Not bad." Which caused Gwen to groan and complain under her breath, "Idiots."

"So Xylene, What brings you back to Earth after all these years?" Max then questioned Xylene.

Glancing at Stan, Xylene then pointed her finger directly towards the Omnitrix clamped on Stan's right arm and stated, "That."

Immediately, Stan jumped upwards off the table and walked back declaring in anger, "I knew it! That's all anyone comes to Earth for! She's just like the rest!"

"Now just calm down, Stan," Max told him trying to defuse the situation.

"No, I won't! All the aliens that ever come to Earth just want the Omnitrix or to take over Earth!" Stan angrily ranted out before he snarkily shouted, "Hell, we might as well get a huge sign above my head that says free Omnitrix for the taking right here!"

Frustrated, Max faced Xylene and asked her, "Xylene tell him, that's not true."

"Well, why wouldn't I be interested in the Omnitrix? I'm the one that sent it to Earth." Xylene then bluntly admitted to everyone.

"Say what?!" Ben and Gwen muttered in shock before Stan turned around with a surprised look on his face.

"Wait... You sent the Omnitrix to Earth all those months ago?" Stan questioned Xylene with his emotions fluctuating all over the place.

"Yes, I did." Xylene told Stan before she explained, "I was transporting the Omnitrix through the Solar System when I was attacked by our old friend."

"You mean Vilgax don't you?" Max then questioned Xylene who nodded back.

"That's right Max. I still remember how it happened." Xylene began before she remembered that faithful space battle.

(Flashback)

Two and a half months ago in the Inner Solar System...

BLAM! BLAST! KA-BOOM!

The small green and blue ship that Xylene was piloting exchanged fire with the Chimerian Hammer which Vilgax's robotic army was commanding.

As explosions rocked the space ship, Xylene aimed the large green laser that sealed Vilgax's fate.

KA-BLAST! CRAKA-BOOM!

As the cockpit of the Chimerian Hammer exploded, several probe droids from Vilgax's ship then flew directly towards Xylene's.

Some were blown up, but others managed to get on the space ship.

WHAM! BLAST! BOOM! THUNK!

Panicking, Xylene ran from the cockpit and into a corridor where two probe droids confronted her.

Using her psychokinetic powers, Xylene raised out one hand before the probe droids were pushed back into a corridor and trapped via a door closing.

ZAP! SPARK! WHOOSH! CLANG!

"Realizing I could no longer protect the Omnitrix from Vilgax, I placed it a special containment pod." Xylene narrated during the flashback whilst she did that in the flashback.

Once the Omnitrix was in the containment pod, Xylene ran into a separate pod and prepared to be placed in cryogenic sleep.

However, the probe droids broke through the door and confronted Xylene right before the Chimierian Hammer fired out its massive red laser towards Xylene's ship.

KA-BLAST! CRAKA-BOOM!

Xylene's space ship exploded and became a massive pile of space debris and junk which floated endlessly in the void of space.

However, the top part of the space ship became separate right before the green capsule containing the Omnitrix was shot out directly towards Earth.

THWHOOSH!

"I then jettisoned the Omnitrix to the planet below for safekeeping." Xylene remarked in the flashback with the green capsule flying down to the campsite where Stan would find it.

Whilst that happened, the main part of Xylene's ship flew down towards the Canadian mountains before the wreckage embedded itself within the snow.

CRAKA-CRASH! BOOM! Rumble...

"And then I crashed where my body entered a hybernative state. Until now." Xylene finished explaining to the group.

Back in the present day...

"And that's what happened." Xylene finished to the group.

After hearing all that, Stan scratched the back of his head before he remarked, "So that's why I ended up finding the Omnitrix in that campsite... It's a lot to take in."

"At least we know the truth now." Gwen then reminded Stan tapping his back gently causing him to smile and look at Gwen.

"Well, the good news is that Vilgax is no longer a problem. Thanks to Stan and Gwen here, Vilgax is cooling his claws in the Null Void." Max explained to Xylene.

"That's true. Although we didn't help at the time since I and Nibbler hadn't met then." Ben bluntly admitted to Xylene.

"Yes, And I'm sure you're being modest about your role in all that." Xylene remarked flirting with Max.

Feeling jealous and worried that Max would leave them for Xylene, Stan's anger and fear overtook him before he snakily remarked, "So since our mutual friend is taken care off, I guess you won't need to stick around here anymore!"

Xylene's eyes twitched in annoyance before Max frowned and angrily told Stan, "Stanley! That's hardly polite!"

Ignoring the comments, Xylene calmly took out a futuristic control device before aiming it upwards and activating it.

Flick!

A bright yellow laser flashed up to the sky at light speed before Xylene calmly stated, "My transportation will be on its way shortly."

"In the meantime, you'll be our guest. We'll use the time to catch up." Max remarked back to Xylene.

Stan was about to say something snarky before he thought, "No, don't make things worse."

Max then placed her hand on Xylene's back before he asked the kids, "So you guys don't mind clearing up do you?"

"No problem Grandpa." Gwen then said before Ben or Stan could say anything else.

Once Xylene and Max walked off, Ben then bluntly stated, "Why's she acting so clingy to Grandpa? They just met for crying out loud."

"Oh come now Ben, you can't be that oblivious." Nibbler then snarkily muttered out.

"Well whatever it is, I don't like her." Stan then quietly stated.

"Really? I never would have guessed." Gwen joked back to Stan.

Looking back at the others, Stan sighed heavily before he mumbled, "I know I've said this before, but don't you remember what happened with Max and Phil?"

"Yes we do," Ben replied before he suggested, "Although in the case of Ramsey, he wasn't hiding anything, however, Xylene may be hiding something."

"Good call. Ben. I'm going to use Ghostfreak and do a little undercover investigation." Stan remarked before he walked off into the forest where Xylene and Max had gone.

"These dishes aren't going to wash you know!" Gwen called out to Stan who was heard activating the Omnitrix.

BEEP!

Remembering her spellbook, Gwen pulled it out before she smiled and declared, "Or will they?"

"Huh, whilst Gwen does that, we'll relax." A grinning Ben then muttered to Nibbler who smirked and said, "Can we play Summo Slammer Smackdown?"

Meanwhile back with Xylene and Max in the nearby forest...

The two of them were walking apart before Xylene asked Max, "The Terran youngsters. I never thought you'd turn out to be the domestic type."

Facing Xylene Max then fully explained to her, "To be fair, I did fall in love with Verdona after you left. And we had two kids together, Frank and Carl Tennyson, but we never got married once Verdona returned to Anodyne. So Ben and Gwen are my grandkids."

"Of course." Xylene began before she questioned Max, "What about Stan then?"

"Well, Stan's technically my great nephew since his mom, Emily is good friends with Ben's mom Sandra back in Bellwood," Max told Xylene.

"Ah, I see what you mean. But don't you miss your old Plumber days?" Xylene remarked before she asked Max that key question.

"Well, we still get our fair share of excitement around here and we do encounter aliens on Earth from time to time." Max began before he finished with, "Especially since you dropped that little present of yours in our laps."

Xylene frowned slightly before she asked Max, "Did you ever wonder why I was entrusted to look after the Omnitrix?"

"Yeah, I do actually." Max then remarked back to her.

"From what I've heard, the creator of the Omnitrix, Azmuth never intended for the Omnitrix to be a weapon. He wanted it to be a tool used to promote peace across the Universe." Xylene fully explained to him.

Realizing what Xylene meant, Max then finished with, "And the Universe turned it into a weapon instead. What a tragedy."

Max then looked back at Xylene before she told him, "You haven't aged at all since I last saw you."

Whilst Max and Xylene were talking, an intangible Ghostfreak had been listening to the conservation with great interest.

"So the Omnitrix was meant to be a tool used to promote peace instead of being a weapon? Good grief... What should I do with that?" Ghostfreak thought to himself.

"Do you remember that night?" Xylene asked Max who happily remarked back, "How could I forget?"

(Flashback)

Thirty-five years back in early 1970 in the sweltering heat of the New Mexico desert...

A young Phil watched a young Max saying goodbye to a young Xylene outside her space ship.

"Rumours are swirling there's a new DNA weapon out there. Sure you won't change your mind and come with me?" Xylene asked Max.

"Tempting. But until I bring Vilgax down, I have a job to do here." Max remarked back to Xylene before he finished with, "But we'll always have Roswell."

Smiling back, Xylene leaned forward and gently kissed Max on the lips with the two saying goodbye to each other one last time.

Xylene then walked into her space ship before it closed and blasted off via lightspeed into outer space.

WHOOSH! CRAKA-RUMBLE... ZIP!

Max lowered his head in sadness before Phil walked over and comforted him.

Back in the present day...

Remembering Xylene leaving, Max sighed slightly before Xylene placed her hand on his shoulder and told him, "With Vilgax out of the picture, nothing is keeping you here any longer, I could use your help, Max."

"*Sigh* Another tempting offer Xylene." Max then remarked back to her.

Upon hearing that, Ghostfreak's singular blue eye widened in shock before he rasped out, "Uncle Max... Leaving?! I've got to tell the others!"

Back at the RV Campsite ten mins later...

Upon emerging from the forest in his normal state, Stan noticed Ben helping Gwen to clear up the remnants of the dinner.

"What happened out here?" A confused Stan asked Ben and Gwen.

"Let's just say the magic show went very wrong." A giggling Ben muttered out before Nibbler boomed out, "It was quite the explosive display!"

Ben and Nibbler then continued laughing together before Gwen snarkily told Stan, "Don't bother asking. So what's up with Grandpa and Xylene?"

"Honestly, I should have sent her flying back to outer space as Rath back when I had the chance." Stan darkly commented to the others.

"Grandpa seems to like her." Gwen commented before she suggested, "Maybe we should give her a chance."

"Seriously? Xylene wants to take Max away from us. We can't let that happen." Stan warned Ben and Gwen before he crossed his arms and glared at the floor.

"Stan's right. There's no way we should keep Xylene around. Next thing you know she'll want us to call her Grandma lizard." Ben bluntly declared to the group alarmed by what Stan had said with Nibbler taking over at the end.

"Aren't we blowing things out of proportion?" A frustrated Gwen suggested to the boys.

Before Stan could reply, a large metallic thunk was heard.

KA-THUNK! WHAM!

"Huh?!" All the kids muttered out in shock noticing the same probe droid from the artic stomp forward towards them having to upgrade itself with the snowmobile from before.

"Holy crap! That thing is huge!" Ben shouted out in fear and excitement noticing it was about the size of a small tree if not bigger.

The large probe droid then hurled out a series of thick cable-like tentacles at the group causing Stan to yell out, "RUN FOR IT!"

The kids immediately began running for their lives right before Gwen shouted out, "That's one of Vilgax's robots!"

"Yeah, but Vilgax is trapped inside the Null Void! How could he send robots after us?!" Stan then shouted back in response.

The robot then fired out a series of missiles towards the ground which exploded near the kids.

WHOOSH! KA-BOOM!

The explosions sent the kids tumbling across the ground with dust and debris covering them.

Coughing out the dust from his mouth, Stan looked upwards and noticed the large probe droid stomping closer.

"It must be after the Omnitrix!" Ben yelled out to the others before Nibbler boomed out, "Then it's time to fight!"

Agreeing with Nibbler, Stan got up and told Ben, "Ben with me! Gwen provide cover fire for us!"

Ben smirked back showing off his sharp pointy teeth whilst Gwen nodded back to Stan.

Stan then ran off with Ben following him whilst Gwen's hands glowed pink with Mana energy.

BZZZT! ZAP! SPARK!

Activating the Omnitrix whilst running, Stan yelled out, "You want this? Then come and get it!"

Stan and Ben then jumped upwards off a large piece of rock right before the large probe droid fired some missiles at them.

WHOOSH! KA-BOOM! BEEP! SPLAT! FLASH! SLITHER! SQUELCH!

From the depths of the explosion, Four Arms and Nibbler emerged with grins on their faces.

"But now we're taking you down!" Nibbler shouted before roaring out, "RARGHH!"

Four Arms and Nibbler then crashlanded onto the giant probe droid and began tearing it apart whilst Gwen began hurling beams of Mana energy at the legs of the robot.

BLAM! CRASH! WHAM! BOOM! Rumble...

Hearing the battle in the distance, Xylene and Max ran through the woods before they entered the campsite where the battle was taking place.

"What in the world?!" A confused Max muttered when he saw Nibbler attempting to rip off the robots head whilst Four Arms punched it numerous times on the head.

Noticing Gwen firing some Mana blasts towards the robot, Max then told Xylene, "I'll be right there to help! Let me grab my equipment!"

Xylene nodded back before she flew upwards in the air and floated near Four Arms.

WHOOSH!

"We can handle this as a team! We don't need your help!" Four Arms shouted out back to Xylene who rolled her three eyes and snarkily stated, "Oh really? You seem to be doing a fine job."

The giant robot then grabbed hold of Four Arms with its tentacles and tossed the Tetramand off in response.

WHOOSH! STRETCH! GRAB! THUNK!

Landing on the ground and getting up, Four Arms then called out, "Krystalion!"

FLASH!

"Geologist Sapien DNA Sample Activated." The Omnitrix symbol on Krystalion's chest then beeped out.

Looking up, Krystalion noticed that Nibbler had formed had a large pulsing battle-axe with both of his hands and was attempting to slice the head of the robot off with Xylene using her psychic powers to knock the robot over as well.

SPLAT! CRASH! THUNK! WHAM! WHOOSH! ZAP! SPARK! KA-THUNK!

Holding out his left hand, Krystalion then manipulated some of the rocks from the ground whilst his right hand took out some explosive crystals from his back.

Rumble... Crack... Grumble...

Kyrstalion then hurled the explosive crystals towards the robot whilst he also hurled the large rocks towards the gigantic robot.

WHOOSH! SMASH! CRASH! BOOM!

The explosions and rocks stumbled the robot briefly before Nibbler jumped off and rolled onto the ground right before Max used his futuristic pulse rifle to blast the robot sidewards.

BEEP! WHOOSH! BLAM!

With Max continuously firing a blue laser beam towards the robots, Gwen flicked through her spellbook before she aimed out her left hand and yelled out, "Emochia Objectia!"

ZAP! SPARK! WHOOSH! ZAP! KA-BLAM!

A bright pink beam of Mana energy flew towards the giant robot before it exploded stunning it even more.

Whilst that happened, Nibbler sprinted forward before Ben told him, "Let's try knocking the legs over!"

Nibbler nodded back before the Symbiote charged towards one of the lower legs and began pulling it off the robot.

GRAB! Creak... Groan...

Then, Xylene flew upwards and used her psychokinesis to grab hold of the robot and hurl it towards the Rust Bucket.

WHOOSH! ZAP! SPARK! KA-THUNK!

"OH CRAP!" Nibbler boomed out flying through the air right before he fell off and tumbled on the dirt ground with the robot crashing on top of the Rust Bucket creating a huge explosion.

CRAKA-BOOM! Rumble...

Once the explosion cleared up, the robot then observed the Rust Bucket before it began using its large tentacles to take the Rust Bucket apart and upgrade itself even more.

BEEP! ZAP! THUNK! WHIRRR...

"It's taking apart the Rust Bucket!" A shocked Gwen yelled out to the group.

Annoyed, Nibbler glanced back at Xylene and shouted out, "Nice going! You made things worse!"

By scavenging the parts from the Rust Bucket, the robot then grew in size even more.

"Didn't see that coming." Krystalion then muttered out before Max shouted, "Everyone fall back now!"

As the group fell back, Krystalion then called out, "Rath!"

FLASH!

"RARGH! RATH!" The Appoplexian boomed out before he ran behind the robot and grabbed hold of its back cables.

WHOOSH! STRETCH! GRAB!

Dragging his feet into the ground, Rath grunted and struggled to hold the cable in right before a large pulsing cannon appeared in front of Rath's face.

"Uh oh." Rath dumbly muttered out before the cannon exploded directly in his face destroying the Rust Bucket.

CRAKA-BOOM! CRAKA-CRASH!

Following the destruction of the Rust Bucket, Max yelled out in shock, "No! Not the Rust Bucket!"

Immediately, Nibbler grabbed hold of Max and dragged him to cover behind a large rock with Gwen and Xylene taking cover behind another one.

"Xylene!" Max yelled out to Xylene who's eyes glowed purple in response.

ZAP!

Noticing a loose propane tank connected to the robot's hull, Xylene the used her psychokinesis to make the structure lose and aim it upwards.

ZAP! SPARK!

Once that happened, Max took out his futuristic pulse rifle and fired out a blue laser beam towards the propane tank causing it to explode.

BEEP! WHOOSH! BLAM! CRAKA-BOOM! Rumble...

The remnants of the robot then crashed onto the ground before Rath woke up and heard Xylene say to Max, "We make a good team."

Rath growled in anger before he heard Max told Xylene, "Always did."

Enraged and furious, Rath then jumped up and crashed onto the robot growling out in anger, "RARGHH! LET ME TELL YA SOMETHING ROBOT! NO ONE DESTROYS THE RUST BUCKET AND GETS AWAY WITH IT!"

Rath then began ripping the robot apart into large chunks and pieces using his large claws and hands to rip it apart.

Nibbler then morphed back into Ben before he nervously remarked, "Sheesh, remind us not to make Rath mad."

Splat... Slither... Squelch...

Ripping off the large robot's arm, Rath tossed it onto the floor before he calmed down and panted in exhaustion.

"And stay down you damn piece of crap," Rath angrily complained before he grabbed hold of a part of the Rust Bucket and walked over to Max.

"Sorry about the Rust Bucket, Uncle Max. Guess Rath got carried away." Rath said handing the Rust Bucket part to Max.

"Yeah, maybe just a little." Max musued back before he walked over to the wreckage of the Rust Bucket.

Xylene then glanced at Rath causing him to frown back in response.

Little did the group know that a part of the robot had survived and taken refuge in the nearby forest.

Thirty minutes later...

Using a power drill, Max finished screwing a light plate for the Rust Bucket back into place before he muttered out to the others, "Guess that Mecha Droid was the same one that fell to Earth with you."

As Xylene walked over floating a door, Upgrade was repairing the structure of the RV back together whilst Nibbler was lifting large pieces of the Rust Bucket across with Gwen helping to clear up any debris present.

Observing a piece of broken metal, Gwen then explained, "And it seems to be doing the merging thing like the other one with that biker back in Albuquerque."

"They developed the ability to amalgamate mechanical devices to fulfil their programming." Xylene also pointed out before she said, "Namely, retrieve the Omnitrix."

Facing Upgrade who was fixing some wiring back together, Xylene asked him, "You are sure the Mecha Droid was destroyed aren't you?"

"Yes, I'm sure the whojie wasit was destroyed. Give me a break." Upgrade snarkily taunted Xylene back.

Xylene frowned back at Upgrade in response to that statement.

Meanwhile in another part of the forest...

A lone truck driver drover his truck before he got off and walked into a nearby wooden shack humming, "Country roads... Take me home..."

Whilst that happened, the mecha droid began taking apart the truck and rebuilt itself.

BEEP! ZAP! THUNK! WHIRRR...

At the same time back at the Rust Bucket...

Placing his hands together on a piece of outer rubble, Upgrade successfully merged two pieces of rubble.

WHIRRR! ZAP! SPARK! Slither...

"Excellent!" Upgrade muttered out before he stood upright and walked back to the Rust Bucket noticing Max and Xylene on the roof whilst Gwen and Ben were working together inside.

"So you're able to utilize the Galvanic Mechamorph to merge objects. How truly helpful." Xylene bluntly admitted to Upgrade.

Confused, Upgrade scratched the back of his head before Max told him, "She means Upgrade."

"I know that. I am a Galvanic Mechamorph." Upgrade began before he told Xylene, "Also you're not the boss of me."

"Come on now Stan, Xylene probably does now a thing or two about the Omnitrix, Maybe you should listen to her," Max informed Upgrade before Ben and Gwen then stepped outside.

Rolling his singular eye, Upgrade then pointed out, "Okay I already know about the functions of the Omnitrix including Master Control, Scan Mode, Radiation Mode, Randomizer Mode, Life Form Lock and Recalibration Mode."

Xylene crossed her arms before she muttered out, "The Omnitrix isn't even meant to have half of those features along with a voice modulator. How did you even modify the Omnitrix?"

"My business not yours." Upgrade bluntly remarked back before he faced Max and told her, "Also why are you siding with her?!"

"You're being irrational!" Xylene then criticised Upgrade.

"Oh really?! Well if i'm screwing around so much, then why did you send the Omnitrix to me in the first place?" Upgrade then cockily asked Xylene.

"I didn't send you the Omnitrix. You found the Omnitrix before it reached its intended recipient." Xylene told everyone pointing back to Max.

Remembering what Paradox had told him about finding the Omnitrix ages ago, Upgrade refused to believe that and stated, "Say what? That can't be true."

"The pod containing it veered slightly off course," Xylene remarked back to Upgrade glancing at Max briefly.

Everyone else then glanced down at Upgrade who stared down at the ground and couldn't help but think, "I've been living a lie this entire time? I was never meant to find the Omnitrix at all? Then everything I've done was for nothing."

Ben and Gwen then tapped Upgrade's shoulder's before the Galvanic Mechamorph whispered out, "I got the Omnitrix by mistake?"

BEEP! BEEP! BEEP! FLASH!

Upgrade then morphed back to Stan in a flash of bright red light with the Omnitrix then beeping out, "Warning! Omni-Energy supply is low! Recharge Mode activated."

Feeling sad and unhappy, Stan felt his lips quiver before he looked up at Xylene who told him, "Of course. You didn't believe that I would purposefully send the most powerful device in the Universe to a child, did you? I was sending it to Max."

"Guess it would make more sense, Grandpa being a Plumber and all." Gwen stated before Ben whispered to himself "That would also explain the versions of me that found an Omnitrix we previously saw."

Ashamed of this information, Stan closed his blue eyes before he finally got mad.

"Oh, that's just great! Just take the Omnitrix back! And then you two can cruise around the Universe like you always wanted to whilst leaving us behind!" Stan angrily ranted out before he ran off and yelled, "See if I care!"

Stan then ran off from the scene towards the forest feeling his emotions fluctuating.

"STAN!" Max yelled out before he told Ben and Gwen, "You two need to find him."

"Copy boss." Nibbler boomed out from Ben before he and Gwen ran off into the forest.

Confused, Xylene then faced Max and asked him, "Did I say something wrong?"

A few mins later...

After no longer running, a depressed Stan was sat down on a cliff overlooking the forest with the full gaze of the Moon covering the night sky.

"Everything I've been told is a lie... From me finding the Omnitrix being a mistake to Uncle Max wanting to leave us forever..." Stan sadly thought before he felt his blue eyes watering with tears.

"Ohh... I don't know what to do anymore!" Stan sadly muttered out before he began crying quietly to himself.

However, Ben and Gwen then arrived on the scene having heard Stan crying.

"Stan?! What's wrong?" Gwen then gently asked him.

"Leave me alone, you two," Stan told the group before he continued crying quietly.

Worried, Ben and Gwen then sat down next to Stan and helped comforted him by hugging him.

"It's okay Stan, were here for you." Ben promised Stan before Gwen stated, "Just take it nice and easy."

Slowly but surely, Stan stopped crying before he calmed down and faced the others and told them, "Thank you... But I just don't know what to say."

"Well if it's about the Omnitrix, then you've done a pretty fantastic job so far." Ben then remarked before Nibbler boomed out, "And you've kicked a lot of ass as well."

"Plus you've saved lots of people time and time again." Gwen then reminded Stan.

"I get that. I can live without not having the Omnitrix at all. What makes me upset is how Xylene wants to go away with Uncle Max her just like before." Stan fully explained before he finished with, "Only this time... nothing is keeping him from leaving us."

"Oh, man..." Ben muttered out in shock before he crossed his arms and gazed up at the stars with Nibbler keeping him company.

Not sure what to do, Gwen then moved closer to Stan before she gently placed her right hand around Stan's back.

In response to that, Stan then leant his head downwards into Gwen's shoulder and snuggled up near her gently with the three kids staring up into space.

At the same time back at the Campsite...

Max and Xylene continued clearing up the wreckage around the Rust Bucket together and fixing it.

"I'm sorry Max." Xylene began before she stated, "I must admit these Terran offspring are a mystery to me."

"To be fair, most species in the Universe are mysteries." Max then joked out to her.

Xylene smiled back before she told him, "On my planet Ringa Morr, once you hatch, you're on your own. Well, soon we won't have to worry about them."

Flick! Rumble...

A bright light was then shined at the two catching Xylene and Max off guard.

"Get down!" Max yelled out before the two jumped off the Rust Bucket narrowly avoiding the Mecha Droid which zipped over ahead.

"The Mecha Droid!" A shocked Xylene shouted out right before it swung a large wheel covered tendril towards them.

Immediately, Max pushed Xylene out of the way before she was swatted into the forest crashing into dozens of trees.

WHOOSH! SPLAT! CRASH! WHAM!

"Xylene!" Max shouted out in response.

At the same time back with the kids...

Gwen and Stan were looking up at the stars together whilst Ben was staring idly at the forest when they heard the Mecha Droid in the distance.

Stan quickly jumped up from the ground before he ran back to the Campsite with Ben and Gwen following him.

Back at the campsite...

The large Mecha Droid stomped towards Max attempting to attack him.

Max swiftly dodged all the blows before he noticed Xylene struggling to get up.

Worried, Max ran towards her only for the Mecha Droid only for the tentacles to grab hold of Max and drag him across the ground.

WHOOSH! GRAB!

"NO! GET OFF!" Max yelled at the Mecha Droid which then placed him against its chest before using the technology of Max's Plumber Suit to upgrade itself again.

BEEP! ZAP! THUNK! WHIRRR...

"Urgh..." Max grunted out in pain slightly.

The kids then arrived on the scene before the Mecha Droid turned around showing it had trapped Max to its chest.

"NO!" All the kids then yelled out together before the Mecha Droid buried itself underground taking Max with it.

Rumble... Crack! Crumble...

"Grandpa!" Ben and Gwen shouted out once the Mecha Droid was gone.

Immediately, a furious Gwen faced Stan and shouted out, "You said you destroyed the flipping robot!"

Before Stan could reply, however, Xylene intervened and told the kids, "Well all thought it was destroyed. That doesn't matter now."

"It doesn't?" Ben said with Nibbler taking over at the end.

"Wait, if that robot only wants the Omnitrix, then why did it kidnap Grandpa?" Gwen then asked Xylene.

"Because it knows, I'll come and rescue him, It's a trap!" Stan informed the others.

"Exactly," Xylene began before saying, "That's why..."

"I know what you're going to say, you're giving me the lecture on why the Omnitrix is so important isn't it?" Stan then pointed out.

"Well it is, but..." Xylene stated out.

"And you want us to save Max as well right?" Stan questioned her.

"Correct." Xylene said.

Smiling, Stan then told Xylene, "Well I just wanted to apologize for all my actions towards you. I wasn't thinking at the time."

"I'm glad to hear that. So truce?" Xylene questioned the kids.

Gwen and Ben then placed their hands on Xylene's with Stan then following suit.

"Truce." All the kids said at the same time.

"Time is crucial. As we stand here, it's collecting more and more items for our final battle with us." Xylene explained before she asked Gwen, "Where would the Mecha Droid have access to the most mechanical items in this area?"

"St Louis is the largest river port in the United States." Gwen stated out before both Ben and Stan declared, "The docks!"

Thirty minutes later at the St Louis docks...

Peering out from behind a wooden crate, Stan quietly sneaked through the docks until he spotted the Mecha Droid.

"Uncle Max!" A shocked Stan yelled out before the Mecha Droid turned around and noticed Stan.

"Ugh... Stan get out of here! This thing has got control of the nanotech in my Plumber's suit!" Max warned Stan.

The Mecha Droid then aimed took control of Max who slowly had no choice but to aim his wrist-mounted laser beam at Stan.

However, Stan ended up dodging the laser beam before he rolled over to the side and brushed himself clean of the dirt on him behind a shipping container.

BEEP! ZAP! CRASH! WHAM!

"Do whatever it takes to bring this thing down! Even if it means taking me with it!" Max pleaded out to Stan.

"No chance Uncle Max, I don't kill other people." Stan bluntly remarked back to Max before he held out the Omnitrix and loudly yelled out, "Hey Mecha Droid! Do you want the Omnitrix? I'll make you a deal. My Uncle for this device!"

"Stan don't!" Max pleaded back to him before the Mecha Droid hurled some cables towards him which Stan dodged.

"Don't worry! We know what we're doing!" Stan promised Max before he asked, "We?"

Grinning, Stan then placed his fingers in his mouth and whistled loudly.

CRASH!

Xylene then emerged from a nearby warehouse flying through the air before she landed on a cargo container.

"Max, we must stop meeting like this." Xylene snarkily muttered out before Nibbler roared, "Here's the calvary!"

WHOOSH! KA-THUNK!

Having climbed up the nearby cargo container with his claws, Nibbler then jumped onto the back of the Mecha Droid and began using his claws to damage the back of the robot.

Whilst that happened, Gwen drove up using a forklift truck with her left hand whilst she aimed her right hand out and fired out Mana Blasts with it.

BZZZT! WHOOSH! ZAP! SPARK! BOOM!

However, the Mecha Droid then fired out some laser beams from Max's wrist-mounted gauntlets which exploded near the forklift truck and caused Gwen to crash into a pile of crates.

BEEP! ZAP! CRASH! WHAM! KA-THUNK!

"Gwen!" Stan shouted out before he ran across the battlefield and tried to help her only for the Mecha Droid's tentacles to wrap around him.

"Oh god, No!" A panicking Stan yelled out before the Mecha Droid's tentacles began to zap and fry him.

ZAP! SPARK!

"ARGH!" Stan screamed in pain feeling his body shaking and pulsing in pain.

On instinct, Stan felt his black hair starting to rise with his blue eyes closing whilst the Omnitrix began beeping with Omni-Energy.

WHOOSH! BEEP! ZAP! SPARK!

However, Nibbler then sliced the cables with his large pulsing sword from on his right arm freeing him and preventing Stan from going Omni-Evolution.

SLICE! THUNK!

"Gotcha!" Nibbler boomed out before Stan's black hair fell back to normal with his body no longer shaking.

WHOOSH! ZIP!

Xylene then flew upwards and grabbed hold of Stan before dropping him on the floor.

Feeling dizzy, Stan shook his head briefly before he looked forward and noticed the Mecha Droid stomping closer to them whilst Nibbler continued ripping parts of the robot.

Gwen then drove the forklift directly into the Mecha Droid before she rammed it into the nearby wall.

WHOOSH! ZIP! CRUNCH!

Fed up with Gwen and Nibbler ruining its plans, the Mecha Droid used its tentacles to grab hold of Nibbler whilst it used it's large legs to hurl Gwen to the side.

WHOOSH! SMASH! CRASH! WHAM!

With Nibbler and Gwen out the way, Xylene then ran forward and removed the cables holding Max to free him before she looked up and noticed a large cargo container connected to a crane.

Using her psychokinetic powers, Xylene then slammed the cargo container on the Mecha Droid crushing it whilst she also grabbed hold of Max and freed him.

WHOOSH! ZAP! SPARK! CRASH! CRAKA-CRUSH!

Max and Xylene then regrouped together before the crate opened up revealing a Tank.

"Seriously a tank?!" Ben complained in annoyance from the side inside Nibbler

The Mecha Droid then began taking apart the tank and using to upgrade itself yet again.

BEEP! ZAP! THUNK! WHIRRR... CRAKA-BOOM!

"We can't stop this thing! Every time we damage it, it just recovers and comes back stronger!" Nibbler blurted out to the others.

The Mecha Droid then grabbed hold of Max with its tentacles yet again before he fired out laser beams from Max's wrist-mounted gauntlets.

BEEP! ZAP! CRASH! BOOM!

Nibbler and Gwen ran to cover on one side whilst Xylene and Stan ran to cover on the other as laser beams blasted out all the area.

BEEP! ZAP! CRASH! KA-BLAM! Rumble...

"You'll have to destroy the original Mecha Droid to defeat it by taking it out from the inside." Xylene advised Stan.

"Got it. Time for Upgrade." Stan muttered out before he closed his eyes and whispered out, "Up..."

Xylene however then grabbed hold of Stan's right arm and told him, "I have a better idea. But you must trust me."

Glancing back at Xylene, Stan then nodded and told her, "Just do what you have to do."

Smiling, Xylene then pressed the button of the Omnitrix before she twisted the dial left and the dial right before twisting it to the left once again before she tapped down the exposed green core.

BEEP! FLASH!

As the Omnitrix core shrank down, green skin slowly grew up and engulfed Stan's right arm before he closed his eyes before they reopened now a bright green reptilian colour.

Then Stan's body shrunk down in size with the green skin covering his whole body before a green tail sprouted from his lower back with his legs morphing into bare feet with short spikey claws on them.

Following this, Stan's arms and hands changed to four webbed fingers with sprout like growths appearing on the back of his head whilst parts of his skin changed into different colours of green.

Next, Stan's face gained crooked sharp teeth that pointed out along with cat-like whiskers on his face with his body gaining a brown jumpsuit which was open at the front with white over-sleeves for his shoulders.

Finally, the Omnitrix symbol appeared on his left hand before the alien opened up his mouth revealing a series of large dangly tounges which the alien aimed towards the camera with the flash of green light fading away.

Stan had become a Gourmand known as Upchuck.

FLASH!

As the bright green light faded away, Upchuck blinked his bright green reptilian eyes before he stared down and noticed how he small was as the Omnitrix symbol on his right arm beeped out, "Perk Gourmand DNA Sample activated."

Slowly adjusting his mouth, Upchuck faced Xylene and told her in a grubby and hungry voice which had a slimy sound effect to it, "Oh... New tounges... No multiple tounges. That's odd."

"Glad you've figured out what the Gourmand species can do." Xylene observed before she explained to Upchuck, "You're going to eat it."

"Excuse me? You want me to eat the robot?" Upchuck then questioned Xylene.

"Yes! You need to literally eat it! That's your power!" Xylene informed Upchuck.

Grumble...

Upchuck's stomach then grumbled causing Upchuck to mumble out, "Hmm... I am pretty hungry... So let's see what number twenty-two can do!"

Opening up his mouth, Upchuck's tounges then landed out of his mouth and latched onto a nearby wall.

WHOOSH! SPLAT! THUNK!

"What now?" Upchuck muffled out to Xylene who told him, "Now chew and swallow!"

Upchuck's tounges then peeled off parts of the rubble from the wall before the Perk Gourmand swallowed the rubble whole.

Crunch! Chomp!

Upchuck's stomach then glowed green before Xylene ordered him, "Excellent, now spit!"

Upchuck then opened up his mouth and fired out a green energy blast from it which created in a hole in the nearby container.

WHOOSH! SPLAT! BOOM!

"Explosive loogies?! Cool!" Upchuck declared before he stated, "My name shall be Upchuck!"

"Good, now we save Max." Xylene informed Upchuck causing him to smirk back and lick his lips in hunger.

WHOOSH! BLAST! CRASH!

The forklift that Gwen was riding on then crashed into another storage container before Ben crashed onto the floor next to Gwen.

Before the Mecha Droid could crush them, however, Upchuck lept up and jumped on the nose of the Mecha Droid.

"Surprise!" Upchuck blurted out before he ran across the tank cannon and chomped down on the Mecha Droid's body.

CRUNCH! CHOMP!

Startled, the Mecha Droid tried to peel Upchuck off, but the Perk Gourmand jumped up and began using his tounges to grab and chew more of the material on the robot.

WHOOSH! SPLAT! THUNK! CRUNCH! CHOMP!

Once Upchuck was full, Xylene reminded him, "Remember to spit once you're full!"

Nodding back, Upchuck aimed for the Mecha Droid's head and did just that.

WHOOSH! SPLAT! BOOM!

The Mecha Droid's cylindrical head plummeted off before Upchuck muttered out, "I could get used to this! *Burp!*"

"Ugh... Great! Just when the aliens can't get any more disgusting." Gwen muttered out in disgust.

"An alien that explodes loogies out?! Awesome!" Ben yelled out with Nibbler taking over at the end.

"I'll get Max!" Xylene shouted out to Upchuck before she yelled, "Let go of him!"

Rolling his green eyes, Upchuck then continued digesting and eating parts of the Mecha Droid whilst firing out explosive loogies towards the structure of the robot that damaged and ripped it into pieces of rubble and debris.

WHOOSH! SPLAT! THUNK! CRUNCH! CHOMP! WHOOSH! SPLAT! BOOM!

Soon enough, the Mecha Droid struggled to keep itself together with pieces and rubble falling apart of it.

Then Upchuck discovered the core of the Mecha Droid and declared, "Now for dessert!"

Using his tounges, Upchuck grabbed hold of the Mecha Droid's interior core and original head before ripping it directly it off.

WHOOSH! SPLAT! THUNK! CRUNCH! CHOMP! ZAP! SPARK! Groan...

With nothing to support the body of the Mecha Droid, Xylene was then able to free Max from the cables trapping him.

Once that happened, the legs of the Mecha Droid stumbled over before the large robot crashed onto the ground sidewards no longer functioning.

KA-CRASH! WHAM!

As the everyone regrouped together, Upchuck then rolled across the ground with his stomach bloated up and now glowing green.

Coming to a stop, Upchuck then opened up his mouth and spat out the Mecha Droid's head which was covered in green digestive slime.

SPIT! Thunk!

The Mecha Droid's head then exploded before the remnants vanished to ash and blew off.

BOOM! Rumble...

Sighing in relief, Upchuck then wiped his hand over his tounges and wiped off any rubble and junk on it.

"Way to go Stan." Max praised Upchuck who nodded back and told him, "Actually, It's Upchuck."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Upchuck's left arm then beeped red numerous times causing Upchuck to sigh before he told the others, "Ah well, see you guys around."

FLASH!

Now transformed back to normal, Stan clambered upwards before the Omnitrix beeped out, "Warning! Omni-Energy supply is low! Recharge Mode activated."

Feeling dizzy, Stan clambered upwards before he shook his head and briefly remarked, "Ugh bad robot... Can I get some mouthwash or something? *Burp*"

Stan then burped out a cog from his mouth and covered his hand over his mouth before he blushed in embarrassment causing Ben to giggle slightly.

An hour later back at the Campsite...

Xylene's large space ship had now arrived at the Campsite with dwarfing the Rust Bucket in size.

Near the entrance ramp to the vessel, Xylene was saying goodbye to the RV group.

"I just wanted to once again apologize for being an imbecile earlier because I was jealous of the attention Uncle Max was giving you. But if you make Uncle Max happy, then I'm happy." Stan fully explained to Xylene.

"You may not be a Tennyson, but you still act like one at heart Hopkins." Xylene then told him with a smile on her face.

"Thank you. I appreciate that." Stan began before he looked at the Omnitrix and told Xylene, "You sure you don't want the Omnitrix back?"

"No." Xylene said before she told Stan, "Take good care of Azmuth's creation, Stan. Vilgax isn't the only one interested in it."

Stan nodded back in response before Gwen told him, "Well you've managed to impress another alien."

"Still, I think guess we should let Grandpa say goodbye." Ben then admitted to the others.

"Yeah, but to who?" Stan then questioned the kids before they looked at Max and Xylene.

"You're not coming with me are you Max?" Xylene asked Max.

"I'm sorry Xylene." Max began before he told her, "It's a big galaxy out there, my friend, But right now these kids are my whole world."

Xylene then leaned forward and kissed Max on his cheeks before he moved in and tenderly kissed her goodbye.

"Ugh!" All the kids muttered out in disgust before Nibbler boomed out, "Gross!"

Xylene then walked out on the landing ramp of the spaceship before she turned around and noticed the RV group one last time.

"Well always have Roswell." Xylene muttered back before she walked onto her spaceship with the hatch door sealing shut.

Xylene's spaceship then flew off the ground before it blasted off wards directly into space.

WHOOSH! CRAKA-RUMBLE... ZIP!

Facing Max, Ben then told him with Nibbler taking over at the end, "We thought we were going to lose you, Grandpa."

"Nah, you can't get rid of me that easy. Come on let's go." Max informed the kids.

"Front seat! Called it out!" Ben and Gwen yelled out before they ran after each other yelling out, "Did not! Did too!"

Rolling his blue eyes, Stan then calmly walked over to the side door of the Rust Bucket leaving Max on his own.

Gazing up at the night sky, Max spotted Xylene's spaceship vanishing into the atmosphere before he smiled and walked back to the Rust Bucket.

Author's Note: Well, that's the end of the double chapter update!

So what's next then?

Up next is...

Stan 10: Secret of the Omnitrix.

The big movie event which will end Part 3 of Stan 10 and change Stan and his team forever in the most personal, harrowing and intense adventure yet.