Here we see (F/N), Roxie and Paulina in Bellwood where they arrived in Undertown and to say Paulina was in awe was in understatement.

Paulina: No way…

(F/N): Yep, welcome to Undertown, Bellwood's alien city.

Paulina: How long has there been an Undertown here?

(F/N): Oh ever since Earth became an open system.

Roxie: *Barks*

(F/N): And it's pretty awesome.

Paulina: Huh, nice but I gotta ask, how did you and Ben meet Rook for the first time?

(F/N): Oh that's a long story.

Paulina: Ooh care to tell? *Stomach gurgles* After lunch?

(F/N): Sure.

Later after lunch, we see the trio at Fenton Works in the living room where we see (F/N) and Paulina are on the couch.

(F/N): Okay here's the story on how Ben and I met Rook for the first time.

Flashback (Takes Place in The More Things Change and after catching Zombozo)

Here we see (F/N) and Ben giving their goodbyes to Kevin and Gwen after catching Zombozo.

Ben: C'mon. You have to admit that you love this stuff just as much as me and (F/N) do, Gwen. I can't believe you're really gonna leave.

(F/N): Neither can I, you're like the sister I never expected to get.

Kevin: Yeah? Wouldn't you skip a few grades in high school if you had some brains?

Kevin tosses the brain jar to Ben.

(F/N): I still don't get why Bellwood has a brain bank.

Kevin: You'll find out when you're smarter, Jen.

Ben: There are plenty of colleges right here near Bellwood you could go to.

Gwen : Not quite the same as the Ivy League. *Ben and (F/N) tilt their heads down in dejection* I told you both, we've spent years saving the world. I just want to see some of what I've been saving.

Ben: I know. I get it. Well, hurry back, Kevin! The troublesome three-oh is more than enough to take on whatever the universe dishes out.

(F/N): Yeah like a full on DNAlien invasion with Vilgax in charge!

Kevin: Uh... (nervously chuckles) I'm not coming back, you two. I found a place near campus.

(F/N): Et tu Kevin??

Ben: *Sadly* So... This is goodbye?

Gwen:  Of course not! There are holidays and... and semester breaks. And besides, we're cousins. It's not like we're never gonna see each other again. Right?

Ben and (F/N): Right!

Kevin: Later, guys.

After a bit of confusion between hugging and shaking hands, Ben, (F/N) and Kevin bump fists. Kevin proceeds to grab and rub Ben and (F/N) heads with his fists.

Kevin: Don't do anything I wouldn't do.

Ben and (F/N): Count on it.

Kevin: Come to think of it, don't do anything you two usually do, either.

Ben and (F/N) frowns. Gwen, (F/N) and Ben share a warm group hug.

Gwen: Take care of yourself, doofuses

Ben and (F/N): You too, dweeb.

Kevin and Gwen drive away. Ben and (F/N) wave them goodbye.

(F/N): *Wipes a tear* I miss them already.

Ben: Hey come on (F/N), it'll be alright.

Zombozo: Oh, what a touching moment. Too bad you two would have never caught me all by your lonesomes.

Ben: Watch it, Zombozo. We don't need a team to get the job done. We're superheros! We can do this alone, no problem...

(F/N): Why are we telling this to a crazy monster clown?

Ben: Don't know, but I guess it's time to put my money where my mouth is! *Ben's stomach rumbles* But first, time to put food where my mouth is.

(F/N): *Stomach rumbles* Oh yeah, same here.

Ben drives to Mr. Smoothy in his DX Mark 10 with (F/N) by his side.

(F/N): Nope.

Ben: Yeah you're right. it wouldn't be the same.

Ben and (F/N) goes to Max's Plumbing.

Ben: Grandpa Max?

(F/N): Where are you?

Ben and (F/N) enter a bathroom and Ben pulls the flush to enter the Plumber Headquarters below. Multiple Plumbers are at work. Ben and (F/N) slide down a staircase to meet Grandpa Max.

Max:Hey, just in time, Ben, Jen.

(F/N): Hey Grandpa Max.

Ben: Whatcha making?

Max: Zandurian Goulash.

Max opens the vessel. Ben and (F/N)  frowns. Tentacles pop out of the vessel and grab Ben and (F/N). Max uses a blaster to neutralize the creature.

Max: It's fresh.

(F/N): Suddenly I lost my appetite.

Ben: Uh, yeah no, thanks. We're... oddly not hungry. Think me and (F/N) will go back out on patrol.

Ben starts to walk away and (F/N) follows him.

Max: Ben, (F/N) before you two go... I have something here that ought to cheer you both up.

Ben: Hey, we're cheerful.

(F/N): Yeah and we're psyched to go find some superhero action to get into.

Ben: *Ben's and (F/N)'s stomach rumbles*And something to eat that's not in the tentacle food group.

Max: *Walks up to Ben and (F/N) with a paper in hand* I just got the data in on your new-

An explosion occurs. Alarms go off in the Plumber Headquarters. Max, (F/N) and Ben arrive in the main hall.

Ben: We  got this.

Be. Runs towards the elevator with (F/N) following him.

Max: Wait for backup. I'll send Alpha team.

Ben: We don't need a team. We're us!

Ben and (F/N) leave the base and arrive at the explosion site in his car.

(F/N): Woah.

Ben: Wow. Bye-bye, building.

Ben and (F/N) slide down and Ben falls

Ben: Oof! *Gets picked up by (F/N)* What could have done this?

(F/N): Either a bomb or a large alien rhino.

Ben: Nah, Wooly mammoth.

(F/N): Mammoths are extinct dweebus.

Ben: Well maybe it's an alien mammoth.

Nearby, Khyber and his dog are watching. Khyber places the Nemetrix on Zed's collar. Zed snarls. Khyber whistles. Zed transforms into Crabdozer and tries to attack Ben. Ben and (F/N) run and evade.

Ben: Whoa! Let me guess... You must be what took the building down. Nice work.

(F/N): Very thorough.

Ben activates and scrolls through the holographic interface of the Omnitrix and (F/N) does the same with her Ultimatrix.

Ben: Get ready to meet a friend of mine I like to call "Humungousaur"!

(F/N): And my friend "Four Arms"!

Ben slams the dial of the Omnitrix and transforms into Spidermonkey and (F/N) turns into Swampfire. Crabdozer charges in to attack

Ben: *as Spidermonkeyz YAAH! Huh? *Crabdozer pushes him and (F/N) against the wall* Why do you hate me, new Omnitrix? *screeches*

(F/N): *as Swampfire* I said Four Arms, not Swampfire, dump watch!

Ben: *as Spidermonkey* *Struggles to get free* If I was Humungousaur, you would be so sorry right now!

(F/N): *As Swampfire* And if I was Four Arms you'd be even more sorry!

Ben and (F/N) continue to struggle. Ben shoots webs at Crabdozer,  to no avail.

Ben: *as Spidermonkey* Well, that was a big help. *Shoots webbing upwards and pulls a portion of the building down* The bigger they are, the harder they- *sees the falling rubble* Aaah! Oh, come on!

(F/N): *as Swampfire* I blame you for this

The remains of the building come crashing down. Ben and (F/N) manage to get out of the rubble.

Ben: *as Spidermonkey* I may be small, but I'm wiry. *Crabdozer comes out of the rubble* Yeah, *Chatters* I should've expected that.

(F/N) then shoots a beam of fire at Crabdozer but it does nothing to the beast.

(F/N): *as Swampfire* And it's fireproof too.

Crabdozer chases Ben and (F/N) around and corners him while the duo tries to stop it with webbing and vines and later shields themselves. Khyber whistles and calls Crabdozer back. Crabdozer crawls back up to Khyber and turns back into Zed.

Ben: *as Spidermonkey* Huh? Uh... yeah. And don't come back!

(F/N): *as Swampfire* That was weird.

Ben: *as Spidermonkey* Weirder than usual.

Khyber : The stories are true- those Tennysons are worthy prey.

Ben and (F/N) turn back to normal. Pakmar pops out of a toilet, startling Ben and (F/N)

Pakmar: Is it gone?

Ben: Aah! Who're you?

Pakmar: Pakmar. This is my place... was my place. Pakmar's place!

Ben: Well, you're safe now.

(F/N): No need to thank us.

Pakmar: *Sarcastically* My heroes.  *Starts cleaning up*

Ben: Can we help?

Pakmar: No. Just go away! I don't want any more trouble!

Ben: *Looks around*  Yeah, We think it's a little too late for that.

Pakmar: All I wanted was to run to my toilet emporium in peace. Now it's in pieces. *Ben activates a toilet* Eh, different aliens have different needs.

Ben: Don't even wanna know.

(F/N): So, um, the thing that did this to your place... Dissatisfied customer?

Pakmar: Hardly. Some off-world lowlifes are shaking down us law-abiding businessmen. We pay them taydenite, they "protect" us. Only thing is- we don't pay, they're the ones we need the protecting from.

(F/N): Has this happened to any other store?

Pakmar: Only every alien shop in Bellwood. Yeesh, kids! WHERE YOU BEEN?

(F/N): *to Ben* You thinking what I'm thinking bro?

Ben: Yeah, but can you tell me?

(F/N) sighs as she and Ben arrive at Mr. Baumann's store. He is at work, arranging a few cans. A few customers are present.

Ben: Alright, Mr. Baumann. What do you know?

Baumann:I know lots of things.

(F/N): Anything about an alien protection racket in Bellwood?

Baumann: Nope.

(F/N): So they haven't been coming around here?

Baumann: Who's been coming around where? *Looks at his watch*

Ben and (F/N): *Smugly*Riiiight.

Baumann: Okay, then. Nice seeing you again, Ben. Enjoy a free Gloppen Beef Sandwich... to go. *Pushes Ben and (F/N)*

Ben: They're on their way right now, aren't they?

Baumann: Ben, please. It's a simple arrangement. I pay them, they leave. Which is what I want you to do right now.

Ben: But Mr. Baumann, we can stop them!

(F/N): Yeah we can help!

Baumann: No! Every time you're both in my shop, you ruin it!

Ben: You think we're going to mess up your place more than they will? *Baumann stares angrily* Okay, one time!

(F/N): What if we just sit quietly at the counter and blend in, like any other customer?

Ben: Yeah, and we promise, you won't even notice we're here.

Baumann: *Takes back the sandwich, grumpily* Please don't touch anything.

Ben: Yes! Come on, baby. Any old alien will do for a disguise.

(F/N) turns into her Anodite form and Ben transforms into Cannonbolt and accidentally causes a few cans to fall.

Ben: *as Cannonbolt* Oh! That was me. My bad. *Customers stare at Cannonbolt and (F/N) awkwardly* Hey! How's it going, fellow aliens? Uh, nice weather we're having here on Earth, huh?

(F/N): *Sarcastically* Real smooth.

Baumann: Ben, you're not fooling anybody.

Ben: *as Cannonbolt* Oh, yeah. Right.

Ben picks up a few cans and walks up to the counter. He jumps and tries to sit on the seat but falls, creating a dent on the floor.

Baumann: I knew it! I knew it!

(F/N) picks up Ben with ease helping him up.

Ben: *as Cannonbolt* Ah, it'll buff right out. *Sits on 2 chairs, slightly denting them* There we go. Nothing to it.

(F/N) then uses her magic and fixes the dent on the floor and sits next to Ben. Ben, (F/N), and Baumann notice a mysterious customer sitting and eating nearby. Ben's stomach rumbles as does (F/N)'s stomach too.

Ben: *as Cannonbolt* Hey, you gonna eat the rest of that? *the customer passes a plate to him* Aw, thanks. Uh, could you pass the- *The customer passes everything he has to him and (F/N) in a flash* Whoa! Uh, thanks.

(F/N): Finally, food.

Bubble Helmet: Pay up, Baumann!

Bubble Helmet, Liam and Fistina walk into the store.

Liam: You heard about Pakmar, hmm?

Cannonbolt: Me and my sister heard he has great deals on toilets.

Baumann: I heard it was an accident.

Bubble Helmet: Accidents happen all the time. Maybe to you. (Reveals a shakedown machine. Cannonbolt tries to move.)

Baumann: Take it easy, now. I don't want any trouble.

Liam gets distracted by bird seed and starts eating it. Baumann opens a box and gives a piece of Taydenite to Bubble Helmet. Bubble Helmet takes the entire box.

Bubble Helmet: Pleasure doing business with you.

Cannonbolt: *Crushes the counter table and turns around* Hey, bubblehead!

(F/N): You're not going anywhere!

Baumann: *Whispering* Oh, no, no, no, no, no!

Bubble Helmet: This doesn't concern you, Arburian Pelarota and Anodite

Ben: *as Cannonbolt* We think it does.

(F/N): Especially when you're threatening innocent people.

Bubble Helmet: Aww. Looks like someone needs to be taught a lesson. *Brings out weapons*

Ben: *As Cannonbolt: Oh! Let me guess. You're the one who's gonna teach it to us

Baumann: Not in my store! Please. I'll pay you not to do this, Ben.

Ben: *as Cannonbolt* Really?

(F/N): Ben!

Ben: *as Cannonbolt* I mean- your days of intimidating people are over, bubble brain!

A fight begins as Bubble Helmet starts shooting.

Baumann: No lasers! No lasers!

The mysterious customer silently eats his food. He casually deflects a laser with his spoon back at Bubble Helmet, hitting him. Cannonbolt rolls and (F/N) charges and they both attack Bubble Helmet, accidentally causing a few shelves to fall.

Baumann: I knew this was going to happen the second they walked into my store. *Many customers frantically leave* Eh... Thank you! Come again!

Liam and Fistina place the shakedown machine. Cannonbolt attacks Fistina, again accidentally causing a few shelves to fall.

Ben: *as Cannonbolt*  We'll clean it up later, Mr. Baumann.

Baumann: *Depressed* You two always say that.

Liam prepares to attack, sharpening the blades on his elbows. Ben offers him bird seeds. Liam tamely walks up and starts eating. (F/N).ensnares Liam. Fistina shoots her fist at (F/N) , to no avail. The mysterious customer, still eating, casually saves his food from Fistina's deflected fist. (F/N) drops Liam over Fistina. Bubble Helmet sets off the shakedown machine.

Bubble Helmet:Eh... Okay, boys. Let's make like a tree and craterize this place!

The bomb is activated, creating a force field around it. A countdown begins.

Baumann: *Nervously* Ben? (F/N)?

Ben: *as Cannonbolt* Not a problem!

Cannonbolt tries to attack the bomb but he is unable to breach the force field. The Omnitrix times out and Cannonbolt transforms back into Ben.

Ben: Aaaah! (Crashes into the force field) Oof! Ahh. *Looks at the Omnitrix* Now? Really?

Bubble Helmet: Goodbye, Mr. Baumann. (Starts to run away)

Baumann:  *To Ben and (F/N)* Isn't this where your friends show up and save the day?

The mysterious customer jumps into action

Baumann:.Oh, not another one! I was being sarcastic.

Ben and (F/N) stares in awe. The customer activates his weapon and shoots an energy arrow at Bubble Helmet, knocking him down. Liam and Fistina try to escape. The customer shoots a grappler to stop Liam. He then tackles Fistina and acrobatically jumps back to Ben, (F/N)and Mr. Baumann. Ben and (F/N) are surprised.

Ben and (F/N): Who are you?

Rook: Rook Blonko. Magister Tennyson sent me.

Ben and (F/N): Grandpa?

Liam tries to sneak up on Rook but Rook flips and casually takes him down.

Rook: I'm your new teammate.

Ben and (F/N): Huh?

Ben: My new- We don't want a new teammate. No offense, but I'm Ben Tennyson.

(F/N): And I'm (F/N) Jen Tennyson.

Rook: Yes, I know. It's an honor to be working with you, sir and ma'am. *Bows his head respectfully*

Ben: Wielders Of the Omnitrix and Ultimatrix. See? *Shows Omnitrix* We saved the universe like a billion times.

Rook: I am well aware. It's required study at the Plumbers' Academy.

Ben: *Excited*.Really? There's a whole class about me and my sister?!

Rook: Chapter and a half.

Ben:Oh... Well, We were kind of looking forward to being on our own now. You understand, right? We have things under control here.

Rook looks around the damaged store. Ben is not pleased and so isn't (F/N)

Rook: My mistake. I thought you two did not. I waited to see if you needed my assistance.

(F/N) then notices Liam and Fistina get up and attempt to escape.

(F/N): *To Rook* Don't stop now! Not while Ben's Omnitrix is timed out and I'm out of energy.

Rook: Oh. Sorry, ma'am.

Rook shoots an energy net without looking, perfectly trapping Bubble Helmet, Liam and Fistina. Ben and (F/N) are impressed.

(F/N): Not bad.

Ben: But, you know, I bet anybody could do that if they had one of those... things.

Rook: It's called the Proto-Tool. (Presents it) The most versatile tech in the known universe. I've made some special modifications myself. It's-

Ben: Does it have a mute button?

Rook: Sir?

The Omnitrix recharges.

Ben:Yes! Thanks for the help, man. But me and (F/N) got this now.

Ben transforms into a new alien, Bloxx as does (F/N) too.

Ben: *as Bloxx* Whoa! Who's this guy?

Ben and (F/N) try to punch through the force field, without any luck. Their hands are damaged

Ben: *as Bloxx* I did not see that coming. *His hands regenerate. Liam tries to break the energy net.* Hey, Rook! Tag out! "

Rook doesn't understand

(F/N): *as Bloxx* It means "switch places". Get over here and disable the force field for us. Me and Bn will deal with those guys.

Ben: *Walks up to the trio* *as Bloxx* Alright. Let's see what this baby can do.

Ben and (F/N) both shapeshift into a double layer dome and trap the trio. They are free from the net and attempt to blast the duo

Ben: *as Bloxx* How's it coming? *Rook observes the machine*What are you waiting for? Use your techno-thingy.

Rook and (F/N): Proto-Tool.

Ben: *as Bloxx* *Gets blasted and regenerates*. Whatever.

Rook brings out his Proto-Tool and prepares to blast a wall with a pod launcher.

Baumann: No! What're you doing?

Rook blasts the wall. Baumann puts his head down in disappointment.

Rook: The shield fluctuation uses a b'karyix algorithm. I can't break the code in time. We need to detonate it away from the populace.

Ben: *as Bloxx* Speak English.

(F/N): *as Bloxx* We have to help him move it outside.

Ben and (F/N) shift back to humanoid form and pick up the force field. Ben, (F/N) and Rook take it outside. Ben and (F/N) are about to throw the force field.

Rook: Wait! *Uses his scanner to scan the area ahead*

Ben: *as Bloxx*.Take your time... I'm joking, by the way. Hurry up!

Rook: Have to scan for the presence of sentient life. All clear. *Moves back*

Ben and (F/N) load up to throw the force field but the trio blast Ben, (F/N), and Rook. The force field falls. Ben attempts to catch it while Rook shoots at the thugs and (F/N) does the same.

Ben: *as Bloxx: I got it! *It bursts through his hands* I don't got it!

The force field falls. Bloxx pushes Rook and (F/N) aside, turns into a catapult and sends the force field flying. Bloxx and Rook run.

Rook: Three, Two-

An explosion goes off. Ben and (F/N) turn into a double layer dome to protect themselves and Rook.  Ben and (F/N) turn back to normal.

Ben: You okay?

Rook: Proto-Tech Armor. *Gently pushes Ben, cheerfully* Very nice of you to try to save me, though. Thanks, teammates.

(F/N): Anytime.

Ben: Don't mention it.

Rook: But I just did.

Ben: And we're not teammates. Me and (F/N) work alone now.

(F/N): Ben, come on, the guy helped us out. The least we could do is be thankful he was here.

Ben: *Sighs* I guess.

The trio quietly escape.

Rook: Yes, sir and ma'am.

Ben: Call  us "Ben" and "Jen" dude.

Rook: Okay, Ben and Jen dude

(F/N): Uh, guys.

Ben, (F/N)  and Rook spot the trio escape and chase them into the crater created by the explosion. They go through a tunnel. Ben and (F/N) see something surprising.

(F/N): Woah…

Ben: No way.

It appears to be a town below the surface, which Ben has never seen before. Rook continues running, Ben and (F/N) follow him. Above the surface, we see Khyber and his dog.

Khyber: Show no mercy.

Zed goes into the tunnel and follows Ben and (F/N)

Flashback Pause.

Paulina: Wow, that was awesome! But it kinda sounded like Ben needed help back there.

(F/N): Yeah but when it comes to Ben, he's a bit hard headed when it comes to working with other people, well except for me.

Paulina: Nice, *Stomach rumbles* Ooh man, I'm getting hungry.

(F/N): Wanna order take out?

Paulina: *Smiles* That would be awesome. And then you can tell me the second part of that story.

(F/N): I sure can, it is an hour long, but we can take a break here.

Paulina: Cool.

Next: Chapter 32: The More Things Change: Part 2