Over the rooftop of a building, Khyber and his dog are watching Ben and (F/N), who are at Burger Shack buying food for themselves

Khyber: *Stroking Zed* Ready, my friend?

Zed leaps and transforms into Slamworm.

Ben: *Sniffs food* Finally, some downtime.

(F/N): Yeah, I'm starving. Good thing I have Jazz watching Roxie for me.

Ben: How is she by the way?

(F/N): She's doing nice.

The ground begins to shake. Slamworm emerges from the ground. People scatter in panic.

Ben: *To a bystander* Hey, keep an eye on our lunch, would you?

Bystander: Aah! *Runs away*

Slamworm repeatedly burrows into the ground and sprouts out. Ben activates the Omnitrix and (F/N) does the same with her Ultimatrix.

Ben: Let's make this quick, slimy.

Ben transforms into Diamondhead and (F/N) turns into Chromastone.

Ben: *As Diamondhead* There's a triple cheeseburger with my name on it.

(F/N): *As Chromastone* And a double cheeseburger with my name. *Sees Ben giving her a look* What? I'm trying to cut down

Slamworm shoots acid balls, Ben and (F/N) dodges them. Ben fires crystal shards at Slamworm while (F/N) fires an energy blast at it too. Slamworm burrows back into the ground.

Ben: *As Diamondhead* Huh, nice trick.

Slamworm sprouts and burrows again while Ben tries to fire his shards and (F/N) fires her mana energy.

Ben: *As Diamondhead*  Hold still, will ya?

(F/N): *As Chromastone* Dumb worm!

Slamworm repeats the trick again.

Ben: *As Diamondhead* Not gonna play hide-and--WHOA!

Slamworm emerges right below (F/N) and  Ben and shakes them and throws them into the air.

Ben: *As Diamondhead* WHOA! *Ben and (F/N) land in Slamworm's mouth and struggles to break free* We came here to eat lunch, not be lunch!

Ben and (F/N) manage to pry open Slamworm's mouth and hold it. He grows his right arm's crystal blade and (F/N) turns into her right arm into a crystal blade too.

Ben: *As Diamondhead* This is going to hurt you more than it hurts me.

Ben and (F/N) stab Slamworm's throat, causing Slamworm to spit Diamondhead out. Slawmworm winces in pain.  Ben regenerates his broken arm.

Diamondhead:  I am not doing that again. *Sees Slamworm in pain* Guess you bit off more than can chew, huh? Hahahahaha... *Looks at unpleased bystanders* Aw, come on, that was a little funny.

(F/N): *As Chromastone* Ehh, 3 out of 10.

Ben: *as Diamondhead* *Looks at Slamworm recovering* Unh-unh, pal. You're not going anywhere.

(F/N) and Ben punche the ground, causing crystals to emerge and surround Slamworm. Slamworm roars in desperation.

Ben and (F/N): *as Diamondhead and Chromastone*.Gotcha!

Khyber observes this all from the rooftop. He whistles and calls Zed back. Slamworm shoots acid balls at Ben and (F/N). Ben shields himself while (F/N) gets behind him.

Ben: *As Diamondhead* Hey, number one: gross. And number two...

Slamworm is gone. Ben and (F/N) change back.

Ben: Hmm, We always wait for evil villains to finish their speeches.

(F/N): *Picks up her fallen food* Aw man!

Ben: *Picking up his fallen food* DUDE! You were supposed to keep an eye on our stuff!

In the Proto-TRUK, Rook is eating his food and Paulina is doing the same. Ben opens the door and gets in along with (F/N).

Ben: So this whole time, you two have just been sitting here... eating...

Rook: Mycetean Swamp Hoppers. Would you like some?

Ben: *to Paulina* You?

Paulina: Gloppen Beef Sandwich with some wasabi quinoa puffs.

(F/N): Ooh yum.

Ben: Ugh, you and Grandpa Max. You two couldn't have given us a little help out there?

Rook: You should have said something.

Ben: Like what?

Rook: Like... "Rook, help me."

Paulina: Or… "Paulina, I need back up."

(F/N): You're not wrong there.

Ben: We  didn't need help, We...  *Sees (F/N) giving her the look* Fine. Whatever. *Looks at his bag of food* Aw, man. Look at this. There's chili cheese fries on my burger and the hot-fudge sundae over the whole thing. *Eats it and is impressed* Mmm, not bad. *Wipes his mouth* What about you (F/N)?

(F/N): *Looks at her bag of food* There's hot fudge sundae in my burger and chilli cheese fries all over the whole thing. *eats it and is impressed* Mmm, yummy.  *Wipes her mouth* *to Paulina* You want a fry babe?

Paulina: *Smiles* I'd love one.

(F/N) and Paulina then "lady and the tramp" the fry and share a spicy kiss much to Ben's amusement.

Ben: Seems like lately, Me and (F/N) are getting attacked by more monsters than Tokyo.

(F/N): More so than usual.

Paulina: Isn't that normal? I mean for Danny he gets attacked by a ghost every other day.

Rook: Paulina is right, I thought that was normal.

Ben: These things aren't normal. But who'd wanna sick freaky monsters on me and (F/N)?

Rook: *Loudly* Dude, who wouldn't want to sick freaky monsters on you two? *Silently* I've... been... working on my conversational earthling.

Paulina: Not bad but word of advice Rook, inside voice, *Rook is confused* Speak at a normal volume.

Rook: Duly noted.

(F/N): *Remembers* Wait a second, there is one nutball who would wanna sick mutant animals on us.

Ben: Oh yeah, Dr. Animo.

Rook and Paulina: Dr. Animo?

Ben: Yeah. Guy's been after me and (F/N) since we were little.

(F/N): *Rook searches up Animo on his computer* Freaky frogs, mutant bats, prairie dogs... you name it.

Rook: I'm not familiar with this nutball of which (F/N) speaks. But a Dr. Animo is currently in a holding cell at Plumber Headquarters.

Paulina: Nutball is just another word for crazy person.

Rook: Ah I see.

Ben, (F/N), Paulina and Rook arrive at the Plumber HQ in the Proto-TRUK.

Ben: I'm telling you guys. It's gotta be Animo.

Rook: That is what you're telling us.

Paulina: But would this Animo guy actually attack you both at random?

Ben, (F/N), Paulina and Rook walk into the elevator. Meanwhile, Blukic pulls a lever to test something, but it ends up electrocuting Driba.

Rook: They say Tyrak, the tyrant, managed to stage a military coup without ever leaving his prison cell.

Paulina: Wow, and he did all that while in his cell?

Rook: Mmhm.

Paulina: Huh, not bad.

Ben: See? There you go. That's what Animo must be doing.

Paulina: Sicking mutants on you and (F/N) while inside his cell?

Ben: Yep.

Rook: He had plasma cannons and an army of several million.

Ben, (F/N), Paulina and Rook walk out of the elevator.

Ben: Well, Animo can use, like, a million billion animals.

(F/N): Ever since me and Ben were kids...

In a flashback from about 5 years ago, Ben and (F/N) stands triumphant having defeated Animo.

Animo: Curse you, Ben and Jen Tennyson! Curse you both and your meddling ways!

In another flashback, Ben, (F/N) and Gwen stand close to a defeated Animo.

Animo: You haven't seen the last of me, Ben and Jen Tennyson!

In yet another flashback, Animo has been defeated yet again, stuck in a pile of rubble.

Animo: I'll get you if it's the last thing I do, Ben and Jen Tennyson!

Back in the present.

Rook: Did he actually say those things?

Paulina: He probably would, that is classic villian banter.

Ben: Totally!... Maybe... Close enough. (Shrugs) I don't always listen.

Rook: He sounds like a harmless eccentric.

Ben: Harmless?

Rook uses his Plumber Badge to unlock Animo's cell. Ben and Rook see several stuffed animal toys.

Ben: What did I tell you guys? The crazy is right here in front of us. *Picks up one of the toys and gives it to Rook*

Paulina: I'll say, these things look horrible!

Rook: Conversely, the prisoner himself is not.

Ben:  See? I told you he was the one attacking me and (F/N).

(F/N): Now hang on Ben, we don't know that for sure.

Paulina: Yeah, I mean what if it's someone else who has it out for you and (F/N).

Rook: The force field hasn't been tampered with.

Ben: *Looks around* Then there has to be a... vent or... an access panel or something. There always is in these places.

(F/N): Why is that, anyway? Do they want prisoners to be able to escape?

Paulina: Either that or someone was like, "Oh let's put a vent right here so the prisoner can escape"

(F/N): *Laughs* Nice one.

Paulina: Thanks.

Rook: The vents are all sealed with monomolecular grids.

Ben spots multiple ants crawling on the floor. He bends down to observe them.

Ben: What are all these ants doing here?

(F/N): Guessing someone forgot to clean up the cell.

Rook: Ants are quite common on Earth. There are well over 12,000 species.

Ben and (F/N) notice the ants crawling towards someplace behind the toilet.

Ben: But what are these ants doing here?

Ben and (F/N) move the toilet, revealing a small tunnel behind it. Rook and Paulina are surprised surprised.

Ben: Still think Animo's not the guy attacking me and (F/N)?

Ben, (F/N), Paulina, and Rook begin to crawl through the tunnel.

Rook: I concede he is a viable candidate.

Ben, (F/N), Paulina, and Rook arrive in the sewers.

Ben: Aaand we're in the sewer. (Closes his nose) Of course we are.

Paulina: *Covers nose* Gross…

Rook: *Uses the torchlight on his Proto-Tool* These sanitation ducts run under the whole city. The escaped prisoner could be anywhere.

Ben: Maybe not just anywhere. *Points at the ants*

They follow the ants until they encounter an unusually large ant. Ben, (F/N), Paulina, and Rook are startled. The mutant ant shoots fire at them. Ben, (F/N), and Paulina all jump away while Rook falls down. The ant tries to attack Rook and Rook struggles to hold it.

Ben: Fire-breathing giant ant... Classic Dr. Animo.

Rook: *Grunting* He sounds like a very strange man.

(F/N): Strange is an understatement.

Ben: Time to fight fire with Swampfire!

Ben transforms into Echo Echo, as does (F/N) and Paulina.

Ben: * As Echo Echo* Echo Echo? Why am I not surprised? *Hops onto the mutant ant's body* Hey, bug eyes... Over here!

(F/N): *As Echo Echo* Follow us!

The trio sonic screams at the ant to attract it's attention. The ant begins to chase the three Omnitrix wielders.

Ben: *As Echo Echo* *To Rook* And you didn't even have to ask for my help.

Rook: Point taken. (Follows them)

The ant shoots fire balls at Echo Echo, who duplicates into 9 Echo Echo clones.

Ben: *As Echo Echo Clones* Hey! Watch it!

Rook shoots at the mutant ant, but it is barely affected. The chase continues until they arrive in front of various tunnels. Ben, (F/N) and Paulina all duplicate into more clones.

Ben, (F/N), and Paulina: *As Echo Echo Clones* Pick a us. Any us.

The mutant ant is confused. Then it proceeds to follow Echo Echo that went into the tunnel straight ahead. That Echo Echo duplicates into 2 more and disperse into further tunnels. The ant continues to chase the Echo Echo ahead of it. The ant comes out of the tunnels and so do all of the Echo Echo clones, surrounding the ant.

Ben, (F/N) and Paulina: *As Echo Echo Clones: *Sonic Scream* Echo Echo! Echo Echo!! Echo Echo!!! Echo Echo!!!! Echo Echo!!!!!

The immense force and sound causes the ant to explode. All the clones get back into a single Echo Echo. The trio turns back to normal. Rook arrives.

Rook: Ingenious. The sound must have atomized the pyrophoric chemicals in its body.

Ben: Uh... yeah. 'Cause Echo Echo is the sound of vic...to...ry?

Ben, (F/N), Paulina and Rook are surrounded by multiple mutant ants.

Ben: I really should have seen that coming.

(F/N) and Paulina: You think?!

Multiple mutant ants have surrounded Ben and Rook.

Ben: Don't suppose you have a freeze ray on that thing.

Rook: No.

Ben: Fire extinguisher?

Rook: That would be a useful feature.

Ben activates the Omnitrix and is about to hit the dial, but the ants hear a signal and crawl away, ignoring Ben and Rook.

Ben: Was it something I said? 'Cause I'll say it again!

(F/N): I don't think it was you bro.

Rook: They gave up too easily.

Ben: *Pondering* Yeah... Come on.

Ben, (F/N), Paulina , and Rook run after the mutant ants.

They arrive at the edge of the opening of a pipe and find ants carrying equipment.

Rook: Ants carrying machinery? Very odd, no matter their size.

Paulina: Yeah, super weird, but kind of impressive at the same time.

Ben: But they're big enough to carry us, too.

Ben, (F/N), Paulina and Rook jump onto one of the ants.

Ben: I'm not sure I wanna know this, but, um, why do you know so much about ants?

Rook: When I learned I was coming to Earth, I read a fascinating guide book by Myrzel of Valdus Prime. He explained that ants are the dominant life-form on your planet.

Ben: Why on Earth would he think that?

(F/N): Well, ants do out-number humans here nearly 200,000 to 1;

Rook: And are found on every continent, except Antarctica, ironically.

Ben seems to be mildly annoyed by that remark.

The ants emerge out of the tunnel. Ben, (F/N), Paulina, and Rook leap away from the ants.

Rook: Now, where is this evil mastermind Dr. Animo?

Ben: Oh, I don't know. How about over there, inside that skyscraper-sized anthill?! *Points at the anthill*

Rook: Ah, of course.

Paulina: That was pretty obvious.

Ben, (F/N), Paulina, and Rook get closer to the anthill.

Ben: I don't see a doorbell.

Paulina: Guess we'll just have to invite ourselves in. *Activates Omnitrix*

Rook: (Spots something) One moment, everyone.

Rook picks up some muddy substance, revealed to be pheromones, and forcefully applies it onto Ben then onto (F/N) and Paulina.

(F/N): Hey!

Paulina: Gah! Rook!

Ben: Hey! What's with the mudpack?!

Rook: Not mud... Pheromones. *Applies some more pheromones onto the others and applies some on himself* Ants instinctively attack any intruder. With these secretions on us, we'll smell like members of the colony.

Paulina: Oh yeah, I've heard about that science class. And yes I mostly pay attention.

Ben: Right *Disgusted* *to Rook* This'd better work. 'Cause if you just smeared me with ant goo for nothing, we're gonna have a problem, man.

Ben, (F/N), Paulina, and Rook walk towards the anthill. One of the mutant ants turns around and approaches them. Rook, (F/N) and Paulina all stand still while Ben hides behind Rook. The ant smells them and identifies them to be safe.

Ben: *To Rook* Proud of yourself?

Rook:  I did not say a word. *Walks away*

They enter the anthill. Ben, (F/N), Paulina and Rook spot ant larvae. Ben gags in disgust. They walk ahead and emerge out of the tunnel. They see a tower and also find Dr. Animo.

Animo: *Dramatically* Yes, my pets. Build, construct, grow!

Ben and (F/N): Dr. Animo!

Animo: Ben and Jen Tennyson!

Ben: What's the deal with sending creepy mutant aliens to kill me?

Ben, Paulina, and (F/N) cleans themselves of the pheromones. Rook uses Ben's T-shirt to wipe off the pheromones, angering Ben.

Ben: Dude! *Rook shrugs*

Animo: Mutant aliens? I don't know what you're talking about.

Ben: Don't play dumb!

Animo: I'm not playing. Honestly, I hadn't planned on killing you until Phase 2, but here you are. First, however, you will witness my greatest triumph. Did you know that there are roughly a quadrillion ants on Earth, with species native to every continent but Antarctica?

Ben: *Smiling at Rook* Actually, yes, I did. *Rook is not pleased*

Paulina: And so did I. Just now.

Animo: The device before you generates a mutagenic pulse. It will turn every single ant on the planet into a giant mutant, with me, Dr. Animo, as their king. The world will be my ant farm! *Cackles maniacally*

Rook: This is not your guy.

Ben: You got that right.

Paulina: Well even if he isn't we still have to stop him.

Outside the anthill, Khyber and Zed arrive. Zed seems to have picked up a scent. Zed snarls.

Khyber: Flush him out.

Zed runs into the anthill.

Ben: Look, Dr. Animo, I'll be the first to admit that an army of giant ants... is kinda cool. But, come on, you know we can't let you get away with it. My teammates and I are gonna... *Ben sees Rook, Paulina, and (F/N) are looking at a particular ant carrying something*

Paulina: What's that ant carrying?

Rook: That is a Kormite Power Core.

Ben: Guys!

Rook: Uh, keep chatting. We got this. *Walks away*

Paulina: You just keep Animo distracted.

Ben: Okay... Just me is gonna smash this picnic.

Animo:  *Activates his machine* Do your worst, Ben Tennyson. Nothing can stop me! *Laughs*

Ben runs towards Animo but Animo hits a button on his console. This powers up the tower and makes it extend its parts.

Ben: Okay, one more time. Come on, Swampfire!

Ben transforms into Rath.

Ben: *As Rath* YAAARGH! *Disappointed* Lemme tell ya something, new Omnitrix that keeps turning me into the wrong thing... YOU KEEP TURNING ME INTO THE WRONG THING!

Rook: *While tackling a mutant ant* Ben! Animo? *Paulina as Four Arms punches the ant away* Thank you Paulina.

Paulina: *As Four Arms* You're welcome.

Ben: *As Rath* Right.

Ben runs towards Animo. Animo telepathically calls his mutant ants. His brain sends out waves.

Animo: Come, my ant army. Destroy Ben Tennyson!

Rath is about to attack Animo but a mutant ant attacks Rath. The ant shoots acid balls, Rath dodges them. More ants approach Rath.

Animo: You may be strong, but in sufficient numbers, ants can bring down any prey.

Ben: *As Rath* *Prepares himself and attacks the ants with special moves* COSMIC DROP! INCURSEAN AMBASSADOR! SIRIUS BUTT-KICKING!

Ben defeats several mutant ants but many more jump on him.

Animo: In a few minutes, you'll be nothing but bones.

Ben: *As Rath* Struggling to break free) Oh, yeah? Dr. Animo, mutater of mutant... uh, Mut-Ants, Rath is gonna- *An ant covers his face, muffling his voice and suffocating him*

The mutant ants have piled up over Ben.

Rath: Ow! Now you're asking for it, giant ants. Rath will squash you like a bug. A giant bug. Many giant bugs. (Rook shoots at the ants) Huh?

Animo gasps. Rook shoots at the ants, making them fall away and Paulina (as Four Arms) punches them away along with (F/N) blasting them back as Rook grapples Ben with his Proto-Tool and frees Rath.

Rook: Ben! We've recovered the Kormite Power Core!

Ben: *As Rath* Lemme tell ya something, new alien partner and new Omnitrix weider that I never wanted in the first place but I'm begrudgingly beginning to like in spite of myself, RATH IS GONNA-

The Omnitrix times out and Ben changes back.

Ben: Whoa!

An ant tries to attack Ben but Rook and (F/N) shoot it away. Another ant attacks Rook but Paulina (as Four Arms) punches it away. Many ants run towards Ben. Ben desperately hits the Omnitrix. The mutant ants pile over him. Ben, now transformed into a new alien, Crashhopper, jumps high with enough force to shove the ants away.

Ben: *As Crashhopper* WHOO-HOO! *Lands in front of Animo* Whoa! New alien! Cool! I wonder what I can do.

Animo: It doesn't matter what you do. For now, you'll face the fury of... *Puts on a ant-themed costume and helmet* THE ANT KING!

Ben: *As Crashhopper* Ant King? You might wanna work on that name.

Animo shoots fire at Crashhopper. Crashhopper jumps very high to dodge it. He crashes into the wall high above. He has some difficulty freeing his head from the crater he made.

Crashhopper: As for my name... how about CRASHHOPPER!

Crashhopper jumps down and attacks Animo. He smashes into him, damaging the console in the process. Rook takes down a few ants and then looks up at a higher level of the tower. He picks up the power core and grapples upwards. Crashhopper jumps around to dodge Animo's flames and then jumps on him, weakening Animo.

Crashhopper : Had enough, Animo? 'Cause I'm having a blast!

Rook: Ben! If you have a moment?

Multiple mutant ants approach Rook. Crashhopper jumps up to the level Rook is on.

Rook: I can set this power core to detonate.

Crashhopper: Great plan! *Confidently strikes a pose, preparing to fight the ants*

Rook: It will destroy the anthill, the ants, us and several populated areas.

Ben (as Crashhopper), (F/N), and Paulina (As Four Arms) : *Eyes widen with dismay*  Bad plan!

Rook: What if I adjust the power core frequency to atomize just the ants?

Ben (As Crashhopper), (F/N), Paulina (As Four Arms) : (Smiling at Rook) Better plan!

The ants continue to stalk Ben, (F/N) Paulina, and Rook. Animo arrives at the level in the elevator.

Animo: Oh, curse you, Ben and Jen Tennyson! Curse you and your meddling ways!

Ben: *As Crashhopper* *To Rook* See? Told you he talks like that.

Paulina: *As Four Arms* Wow you were not kidding.

Suddenly, Khyber's dog arrives.

Ben: *As Crashhopper* Mutant dogs, too?

Paulina: *As Four Arms* One theme at a time, Animo!

Animo: What? That's not one of mine.

Zed transforms into Mucilator. (F/N), Paulina, Rook, and Ben are startled. Animo is impressed.

Animo: Ohhhh! But it soon will be! *Attempts to telepathically control Mucilator* You must obey me. Destroy Ben and Jen Tennyson! *His brain sends out waves*

Mucilator charges ahead. Everybody scatters. Animo just barely manages to escape. Ben tries to attack Mucilator but he bounces off and crashes into the wall. He tries again but Mucilator is unaffected. Mucilator turns and faces Ben.

Ben smiles and jumps towards Mucilator, who angles its head to trap Ben in one of its sacs. Ben struggles.

Ben: *As Crashhopper, (Straining) Uh-oh.

Rook, (F/N), and Paulina fight the mutant ants. Closeby, Khyber watches this and prepares his sword.

Khyber: Ahh. Almost done.

Mucilator licks its lips while Ben continues to struggle.

Ben: *As Crashhopper* Guuuys! *Sighs* Help me.

Rook: *Defeats an ant* Gladly, partner. Hold still!

Rook uses his Proto-Tool and (F/N) and Paulina tug it and pull Ben to free him.

Ben: *As Crashhopper* Thanks.

They see the tower powering up. Rook runs ahead while Mucilator attacks Crashhopper. Crashhopper jumps away and lands close to Animo, who is weakened.

Ben: *As Crashhopper* Hmm. This thing is definitely an invader. The ants ought to attack it. *Looks at Animo* If I let nature take its course.

Ben hops towards Animo, removes his mind control device and smashes it. The ants appear to gain control of themselves. Mucilator charges towards Ben, but is attacked by several mutant ants and (F/N) and Paulina.

(F/N): Get away from my brother!

Paulina: Get away from my brother in-law!

Ben: *As Crashhopper* Thanks girls, *To Rook*  NOW, ROOK!

Rook pulls a lever, detonating the power core. This destroys all the mutant ants. Mucilator changes back into Zed and runs away. Animo attempts to escape but is apprehended by Rook.

Rook: Aloysius James Animo!

Ben and Paulina change back.

Ben: Oooh, he middle-named you.

Paulina: You are so busted.

Animo:  *Dejected*  Nooo.

Outside the anthill, Khyber walks towards Khyber.

Khyber: No. No, old friend. You did your job. *Sighs* The Tennysons twins were lucky. Next time, there won't be a petty mutation freak between me and my quarry.

At Plumber HQ, Rook and Ben are flying in the Proto-TRUK. Ben seems sad and lost in thought.

Paulina: Ben you okay?

Rook: This is not your usual post-butt-kicking attitude... dude.

Ben: Animo's not the guy.

Rook: True.

Ben: And that... whatever it is that keeps jumping me and (F/N), you see how it turned into the exact perfect predator to fight my new alien? It's like a Ben-eating monster.

Rook: I'll admit, I thought you were being paranoid before, but now... someone is definitely out to get you... someone very dangerous. *There is a moment of silence* But at least we stopped the nefarious Dr. Animo. He won't be causing trouble for a long, long time.

Ben, Paulina, (F/N) and Rook smile.

Inside Animo's cell at Plumber HQ, Animo is sewing up stuffed animals.

Animo: You haven't seen the last of me, Ben and Jen Tennyson. *Squeezes the toy and laughs devilishly*

Next: Chapter 37: The Ultimate Enemy