Here we see (F/N), Roxie, and Paulina at Fenton Works in the OP center having a picnic where no one could spy on them.

Paulina: Nice idea on having a picnic here Jen.

(F/N): Thanks, now Sam and Tucker won't spy on us here. *Eyes Paulina* And since we're alone…~.

Paulina: Ooh can we-

(F/N): *Smirks* Yep.

Paulina then pulls (F/N) into a kiss as the two girls began making out and Roxie watch in amusement as (F/N) snaked her hand on Paulina's backside and Paulina put her hand on (F/N)'s chest. The two girls continued to make out, but just as (F/N) was about to pull Paulina's pants down, her com to Ultimatrix went off and the same happened to Paulina's Omnitrix as the two girls groaned in annoyance that the mood was ruined.

(F/N): Oh come on!

Paulina: Why?!

(F/N): *Answers it* Hello?

Rook: *On com*  (F/N), it is Rook, I require backup.

(F/N): *Eyes Paulina's booty* Yeah I'm kind of dealing with my own special "backup" here. And it's an Earth expression.

Rook: *Over com* It is an emergency.

Paulina: Look whatever it is, we're sure you and Ben-

Rook: *Over comlink* Ben has been kidnapped by the person who was hunting you both down.

(F/N) and Paulina: What?!

(F/N): Woah hang on, what do you mean he's been kidnapped? What did you guys do?

Rook explained what happened to (F/N) Paulina about how Ben, when he was Wildmutt fighting Buglizard and hearing Khyber's whistle. Rook talking about the whistle. Ben and Rook patrolling Undertown. Ben and Rook's fight as well as Rook crushing Ben's Plumber Badge. Khyber shooting at Ball Weevil and eventually captures Ben.

Rook: *Over com link* And that is what happened.

(F/N): *Sighs* Oh boy, okay we'll join you soon. Out. *Hangs up*

Paulina: And on our date day when were gonna go to the next level, *pouts* Mmm…

(F/N): *Hugs Paulina from behind* Hey don't worry sweetie, there's always next time. *Kisses Paulina*

Paulina: *Smiles* Thanks babe. *Feels (F/N) spank her butt* Eep! *Giggles* (F/N)...

(F/N): Sorry I couldn't resist. Now come on, let's go.

Paulina: Right, Roxie stay here in case Mr or Mrs Fenton show up.

Roxie: *Barks yes*

We then see (F/N) turn into her Anodite form and Paulina turn into Big Chill as the duo flew off to the location Rook gave them.

Paulina: *As Big Chill* I sure hope Ben is okay.

(F/N): He'll be fine, if I know my brother he'll probably tick off the guy or alien that took him.

Meanwhile at Khyber's Ship, Zed is chewing on a bone. Khyber is sharpening his knife's blade. Ben is tied up and dangling upside down.

Ben: So, uh, "Khyber", is it? Love what you've done with the place. Who knew alien skulls had so many uses?

Khyber remains silent and continues to sharpen his sword.

Ben: This is... usually when you evil guys spell out your whole "dominate the universe" plan, which I'm sure you're dying to fill me in on.

Khyber: Not really. The trophies... the hunting equipment... it's all pretty self-explanatory. I am the ultimate predator and you are the ultimate prey. Shame I couldn't get the other Tennyson, she put up a better fight than I thought.

Ben: Huh, thanks. I-

Khyber slashes his knife and rips out a piece of Ben's hoodie with the number 10 on it.

Ben: Dude, you so owe me a new hoodie!

Khyber: This... souvenir is but a taste. Your Omnitrix arm will be my greatest trophy. Hmm... yes. I'm thinking of placing it on my Geochelone Aerio shell mantelpiece *Points towards it*... right next to the Appoplexian skeleton... just above the Vulpimancer pelt.

Khyber throws the knife at the Appoplexian skeleton's arm and breaks it. Ben gulps, fearfully.

Zed continues chewing on the bone. Khyber retrieves his knife and removes the piece of Ben's hoodie and places it on the mantelpiece.

Ben: *Confidently* What? You think you're the first big bad who wanted to hack off my Omnitrix arm? Creeps like you have been trying, and failing, by the way, since I was 10. One dude even had my Omnitrix arm crawling around in the Null Void without me.

Khyber: *Laughs* If you're attempting to stall for time so your partner can come swooping in to your rescue, I'm afraid you will be sorely disappointed. We witnessed your little tiff in Undertown... Including the destruction of your Plumber Badge. Tsk, tsk, tsk, tsk. Your Revonnan friend couldn't track you here, even if he wanted to. First, your cousin and her Osmosian mate abandon you... and now Rook, your sister and her human mate who I hear also has an Omnitrix. Heheh. You really ought to treat your partners better, Tennyson.

Ben: Huh! At least I don't make my partners do all the work while I take all the credit. I mean, the mutt is clearly the brains of the operation, right?

Khyber: He is not a mutt! He is an extremely well-trained Anubian Baskurr.

Ben:  Wearing a cheap Omnitrix wannabe. Which looks like the one (F/N) has on Roxie.

Khyber: Courtesy of an old friend of yours... Malware. *Ben gasps with shock* Now that I have your attention…

A flashback is shown while Khyber narrates. Dr. Psychobos is seen observing the Nemetrix along with Malware.

Khyber: It seemed Malware somehow managed to obtain crucial but... flawed design specs for your Omnitrix. (Psychobos works on the Nemetrix) He sought the aid of a Cerebrocrustacean, who was able to reverse-engineer a workable facsimile... the Nemetrix. It was only missing one critical element... (Psychobos makes a DNA helix hologram project from the Nemetrix) Predator DNA.

Khyber and Zed arrive at Psychobos' lab.

Khyber: So, naturally, they sought out the greatest huntsman in the galaxy.

Ben: Yeah? Who was that?

Khyber: (Angered) One more remark like that, child... and I will collect that smart tongue of yours.

In the flashback, Khyber is being chased by a Crabdozer, but Khyber leads it into a trap and swings to safety himself.

Khyber: I hunted down all the fiercest, most savage predators in the galaxy and procured their DNA for the Nemetrix.

The Nemetrix displays the Crabdozer's silhouette, after Khyber acquired it's DNA. In a dark cave, Khyber fights a Buglizard. He dodges its attacks. The Buglizard releases gas but Khyber wears a mask. He uses the mask to shock the Buglizard and acquire its DNA. In a desert region, Khyber walks with a scarf around his head till he finds a Slammoid emerge. Khyber uses an electric lasso and reins the Slammoid, although it digs into the sand. Khyber manages to acquire its DNA, as well as those of a Mucilator and a Terroranchula.

Khyber:All that was left to do then was find a willing test subject to wield the device for us. Afortunately, there was no shortage of candidates to be found in the Null Void... willing or unwilling.

In the Null Void, Phil is maneuvering around while a Vulpimancer chased him. Phil throws a spear on the ground, uses it to swing around and defeat the Vulpimancer. Someone sneaks up on Phil and abducts him. Back in Psychobos' lab, Phil is strapped onto a board. He wakes up and the Nemetrix is grafted onto him. Phil screams.

At a fishing lake, Max is standing in the lake and tries to catch some fish with a fishing rod. Ben and (F/N) sit and watch while Gwen is practicing her powers.

Max: Sure you don't wanna join us, pumpkin? The salmon are biting!

Gwen: I'm trying to get the hang of my powers, Grandpa. I don't have time for fly-fishing.

Ben: How about... Stinkfly-fishing?

Ben taps on the Omnitrix and transforms into Stinkfly. He flies past Gwen, distracting her. Gwen loses control of her Mana board and falls.

Gwen: AAH!

Ben: *As Stinkfly*  He-he-he-he-he! Have a nice trip. See you next fall. Ugh!

Gwen hits Ben with a mana sphere. They are about to get into a fight. Max and (F/N) intervenes.

(F/N): Enough, both of you!

Max: Alright, you two, knock it off!

Ben: *as Stinkfly* -She started it!

Gwen: -he started it!

Gwen: Nuh-uh! He started it!

Ben: *As Stinkfly*  She started it!

Gwen: He started it!

Phil observes them from the bushes and transforms.

Ben: *As Stinkfly* She started it!

Gwen: Nuh-uh! He did!

Ben: *as Stinkfly* You wish!

Gwen: Why would I wish that?

(F/N): I don't care, I'm ending it! *Brief moment* Grandpa Max, how do I end it?

Phil, as a Terroranchula, attacks the Tennysons.

Ben: *As Stinkfly* Uh, hold that thought. IT'S HERO TIME!

Stinkfly shoots goo at Terroranchula's legs. Gwen and (F/N) both shoot a mana sphere at him.

Gwen: Correction, It's Heroes Time!

Terroranchula breaks free.

Ben: *As Stinkfly* Hello! Alien hero in the house, Gwen! I don't need any backup!

(F/N): Hey, were alien too you know!

Max runs towards the Rust Bucket 2. Terroranchula covers himself in an energy web. Stinkfly tries to sting him but gets electrocuted. Ben changes back and falls. Gwen catches her with a mana surface. She struggles and then drops Ben but (F/N) catches him as  he recovers.

Ben: Uhh, oof! Thanks (F/N), Maybe a little backup. Or even better, some Feedbackup!

Ben transforms into Feedback.

Gwen: Ugh, aren't you ever tired of that alien?

Ben: *As Feedback* Why would I... when he can do this?

Ben extends his hands, antennae and tail and absorbs the energy off of Terroranchula. Terroranchula jumps and tries to attack Ben but he dodges. Max hits Terroranchula with the RV.

Max: You all right, Ben? WHOA!

Terroranchula pushes the RV and overturns it.

Gwen and (F/N): Grandpa!

Max tries to get out of the RV but Terroranchula blocks his path. Suddenly, Terroranchula begins to foam from the month and loses its mind. Max runs away. Terroranchula starts beating his head on the RV and Ben then grabs and wrestles with him.

Ben: *As Feedback* Uhh, guy? You get that you're beating yourself up, right?

Terroranchula continues to foam and bob up and down.

Gwen: *To Max* I think its brain went 'bye-bye'.

(F/N): Whatever that thing is, it has a splitting headache.

The Omnitrix times out and Feedback turns back into Ben. Terroranchula changes back into Phil. Ben is surprised. Max, (F/N) and Gwen come closer to them.

Max: Phil?

Gwen: Your old Plumber partner?

Ben:  What's he doing here?

Gwen: How did he escape the Null Void?

Ben: And more important, has he always secretly been a giant, ravenous spider-monster thing?

Max: Questions later. Right now, he needs our help.

(F/N): *Sees the Nemetrix* Hey, what's that thing on his chest? It sort of looks like Omnitrix.

Phil disappears in a flash of red light. The flashback ends.

In the present.

Ben: That attack by Phil way back when me and (F/N) were kids, that was you testing out the Nemetrix!

Khyber: A test which eventually proved a failure. Alas, a higher-functioning creature such as a "Phil" could not handle the savage, feral nature of the Nemetrix.

Ben: So you let Fido here get his paws dirty for you instead.

Zed: *Growls*

Khyber : "Fido", as you call him, *Snaps fingers, Zed sits down* being feral himself, has no higher function than absolute loyalty.

Ben: He'd have to be lacking in higher function to be loyal to you.

Khyber: *Shows knife* You would do well to show respect to the greatest huntsman in the galaxy.

Ben: If you're so great, how come it took you five years to capture me, huh? It took Vilgax, like, five minutes!

Khyber: HYAAAH! *Runs closer to Ben* I could destroy you now! But... I would lose my bargaining power with my associates.

Khyber turns around. Ben sees the opportunity to break free. He starts rubbing the ropes holding him against Khyber's sword. Ben frees his arms.

Ben:.You really ought to watch that temper. *Pushes Khyber away* Get ready to throw down with Humungousaur!

Ben hits the Omnitrix and transforms into Rath and gets down on the floor.

Ben: *As Rath* *Roars* Let me tell ya something, self-proclaimed greatest huntsman in the galaxy, Rath is not Humungousaur... But RATH is gonna make YOU humungou-sorry!

Zed jumps in front of Ben and snarls.

Ben: *As Rath* Really? You want a piece of me, puppy dog? THEN IT'S GO TIME, MAN!

Zed attacks Ben  and tries to bite him. Rath kicks her off. They stalk each other and then wrestle. Rath slams Zed down.

Khyber: Enough playing. He's mine.

Khyber throws away his knife, cracks his knuckles and neck. He snaps his fingers, ordering Zed to move away. Ben punches Zed away.

Ben: *As Rath* Listen here, you dog-loving, Omnitrix-copying pain in my butt! Rath is declaring this: KHYBER THE HUNTSMAN HUNTING SEASON!

They wrestle. Ben pushes Khyber and tries to punch him, but Khyber dodges the blow and kicks Rath. He lifts and throws Ben  at the Appoplexian skeleton, damaging it. Khyber steps on the skull and breaks it.

Khyber: As you can see, I've already taken advantage of Appoplexian hunting season.

Ben: *As Rath* *Grunts* KHYBER SEASON! *Punches Khyber*

Khyber: Rath season! *Punches Rath*

Ben: *As Rath*  KHYBER SEASON! *Punches Khyber with both arms*

Khybe:  Rath season!

Khyber moves the Vulpimancer pelt, making Rath trip and fall. Ben gets back up and holds Khyber. He tries to crush Khyber.

Ben: *As Rath* KHYBER... SEA-

Khyber uses a special move to subdue Rath. Be groans, falls down and changes back.

Ben: *Groans* What did you- '*Sighs*

Khyber: *Picks up his knife* Hephaestan Neuro Grip. Useful for subduing all manner of prey. *Picks Ben up* My partners are just going to have to take you in... pieces.

Ben looks on, terrified.

Ben struggles as Khyber is about to use his knife.

Khyber: Hold still, now. This won't hurt... for long

AAAGH!

Suddenly, Khyber gets electrocuted. He lets Ben go and falls down. It was Rook who shocked Khyber, using his Proto-Tool, along with (F/N) and Paulina who were both Shocksqatch and Ampfibian.

Rook, (F/N), and Paulina: Surprise!

Ben: Took you guys long enough! I had this guy telling me his whole life story, trying to buy time till you three decided to waltz in. *Removes his hoodie*

(F/N): Hey me and Paulina were having a nice date till you decided to get captured.

Rook: *Cuffs Khyber* I do not know how to "waltz". However, my Earth-culture text did make mention of a dance called-

Ben: Skip it.

Rook: I do not know how to "skip", either. *Looks at Ben* Oohhh! Earth expressions?

Ben: Bingo! *Touches the side of his nose. Rook does the same, puzzled* Also an expression.

(F/N): *to Ben* You really need to teach him about metaphors.

Ben: Yes, yes, I do.

Khyber : No! Impossible! *Gets up* This ship is completely untraceable. A good hunter always hides his tracks.

Ben: I think I did a pretty good job hiding mine. *Removes his Plumber Badge from his pocket and shows it*

Khyber: But i-in Undertown... *To Rook* I saw you crush-

Rook: This empty carbonated-beverage container? *Shows the container*

Ben: Yup. Rook's been tracking me the whole time and even got (F/N) and Paulina as back up. We staged our little fight to throw you off the scent. *To Rook* Not too shabby an acting job there, partner.

Rook: I was not acting.

Ben: Wait... So you actually meant all that stuff you said about always having to save my butt?!

Rook: You mean like me and the girls did just now? *Smirks*

Ben: THAT WAS THE PLAN! I let him capture me so you three could track me back to his ship. This so doesn't count as a rescue.

Paulina: I dunno it kinda does.

(F/N): Totally counts as a rescue.

Ben: Does not

(F/N): Does too.

Ben: Does not

(F/N): Does too.

Ben: Does not

(F/N): Does too.

Khyber: *Leaning towards Rook* Although, uh, technically-

Ben and (F/N): Zip it, skull-face!

Khyber: That is no way to address the greatest huntsman in the galaxy!

Ben: Dude, you're not even the greatest huntsman in this room.

(F/N): *Chuckles* Yeah, you don't recognize a trap when you see one?

Khyber: Apparently, neither do you two. (Whistles)

Zed transforms into Crabdozer and slams Ben and (F/N) against the wall.

Ben and (F/N): ARGH!

Khyber spins around and kicks Rook and Paulina, making them fall into a device that entraps their legs. Rook and Paulina try to free themselves. Khyber walks closer to Crabdozer.

Khyber: I believe the Earth expression is... "playing possum".

Crabdozer breaks Khyber's cuffs with her teeth. Ben frees his Omnitrix hand.

Ben: (Grunts. Starts to dial the Omnitrix) And I believe the Ben expression is, "IT'S HERO TIME!"

Rook:  WAIT, BEN! Remember that Crabdozer is the natural predator of a Pyronite.

Paulina: So you don't want to turn into Heatblast!

Ben: Right. But since this new Omnitrix never gives me the alien I want, I should try to turn into Heatblast.

Ben dials up Heatblast and slams the Omnitrix. He transforms into Heatblast and (F/N) tries the same trying to turn into Swampfire but also gets Heatblast.

Ben: *As Heatblast* Aw, man! Seriously? Unh!

(F/N): *As Heatblast* Why?!

Crabdozer gobbles up Ben and (F/N) and extinguishes their flames.

Khyber: The Omnitrix and the Ultimatrix, if you please.

Ben and (F/N) changes back into Ben and Crabdozer spits him out. Ben and (F/N) covered in saliva.

Ben: *Whimpers* That thing's even uglier on the inside.

(F/N): And slimey too.

Ben: *Gets up and dials the Omnitrix* But as long as the Omnitrix is giving me what I want for a change, let's get me some Humungousaur!

(F/N): And some Fourarms!

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

Ben: *As Armodrillo* Uh... Why am I not surprised?

(F/N): *As Diamondhead* Figures.

Khyber charges at Ben and throws his knife at him. Ben effortlessly blocks the knife and (F/N) punches Khyber.

Ben: *As Armordrillo* Oh, yeah! It's hammer time!

(F/N): *As Diamondhead* Ahem.

Ben: *As Armordrillo* And Diamond time too.

(F/N): *As Diamondhead* Thank you.

Paulina and Rook: Ben! Jen! Behind you! *Points at Crabdozer*

Crabdozer tries to attack Ben. Ben dodges by propelling himself and (F/N) makes a large crystal spire. Crabdozer slams into the wall.

Ben: *As Armordrillo* Thanks, partner.

(F/N): *As Diamondhead* Thanks babe.

Rook: *Gleefully* For saving you?

Ben: *As Armodrillo* That was only a warning. Doesn't count. *Uses his drill arms to free Rook and Paulina* This is a save.

(F/N): *As Diamondhead* I dunno kind of does.

Ben: *As Armodrillo*  Still think I can't survive on my own?

(F/N) and Paulina: Ehh…

Rook: I suppose you are safe in your current alien form... so long as it doesn't turn into-

Crabdozer has transformed into Slamworm. Slamworm attacks Ben and (F/N)

Rook: -That.

Armodrillo attempts to run but Slamworm smashes Ben and (F/N) through the floor.

They crash through several levels and arrive at a lower deck of the ship.

Ben: *As Armodrillo* Ohh, that can't be good.

(F/N): *As Diamondhead* Run!

Ben and (F/N) run away from Slamworm, who follows Ben and (F/N). They climb up a machine and Ben starts drilling through a column. He makes a part of the roof fall over Slamworm's body. Slamworm screeches and tries to remove the rubble and (F/N) shoots crystals at making it more difficult for Slamworm to get out.

Ben: *As Armodrillo*  *Through comm link to Rook and Paulina* Stop Khyber. He has some kind of whistle that controls his dog.

Rook: Where did he- *The ship begins to shake and take-off* He is on the bridge!

Paulina: Come on!

Ben: *As Armodrillo* Make it snappy, will ya? We're facing our natural predator here!

Ben and (F/N) continue running from Slamworm. Slamworm corners the duo, but then turns around to remove a piece of rubble from over her body.

Rook: You might want to consider switching to another alien form.

Paulina: So you both don't get eaten.

Ben: *As Armodrillo: Oh, yeah. Good idea.

The duo both change back.

Ben: But that wasn't a save! It was advice! Okay? *Dials the Omnitrix* Alright. HERE WE GO, HUMUNGOUSAUR! HERE WE GO!

Ben transforms into Stinkfly and (F/N) turns into Jetray.

Ben: *As Stinkfly* Eh. Could have been worse. And at least you're not Stinkfly's predator. Whoa!

(F/N): *As Jetray* Or Jetray.

Slamworm charges at the duo. They both fly to escape Slamworm. Slamworm digs through the floor and moves outside.

Ben: *As Stinkfly* Huh. Well, that was easier than I thought.

(F/N): *As Jetray* Do you always have to jinx us?

The duo unwittingly flies out through the hole. Slamworm has transformed into Buglizard. Buglizard captures Ben and (F/N) with her tail and crawls upwards.

On the bridge, Khyber watches this while piloting the ship.

Khyber: Excellent work, old friend.

Rook busts down the door with his Proto-Tool and Paulina follows as Fourarms.

Rook' It would appear, Khyber, that the hunter has become the hunted! *To Ben, through the comm link* That is not a bad entrance line, is it?

Ben and (F/N): *As Stinkfly and Jetray* Less quipping! More whistle-finding!

Ben and (F/N) change back as they both dial up another alien.

Ben: Just give us something useful.

(F/N):  Is that too much to ask?

Ben transforms into Crashhopper and (F/N) does the same

Ben: *As Crashhopper* Crashhopper? I'll take it!

Ben and (F/N) jump high into the air but they have trouble in descending.

Ben: *As Crashhopper* Whoa! BAD IDEAAAAA!

Ben and (F/N) continues to fall.

Ben and (F/N): *As Crashhopper* AAAIIEE!

Ben and (F/N) manages to grab onto a spike at the edge of Khyber's ship. Buglizard approaches Crashhopper. Crashhopper starts flipping around and kicking Buglizard.

Inside the ship, Rook shoots at Khyber. He dodges and uses his shield to deflect Rook's blast back at him. Rook is stunned for a while and falls but Paulina catches him.. Khyber sees Crashhopper kicking Buglizard on his screen. He whistles.

Back outside.

Ben: *As Crashhopper: Bring it on, ugly!

(F/N): *As Crashhopper* We  can keep this up all day.

Buglizard hears Khyber's whistle and transforms into Mucilator. Ben and (F/N)'s legs are trapped in Mucilator's goo sac.

(F/N): *As Crashhopper* Yuck!

Ben: *As Crashhopper*.Aah! Really didn't want to stick that landing.

Mucilator moves along, dragging the duo.

Inside the ship, Rook shoots an electric shackle at Khyber's legs, shocking him and Paulina punches Khyber making him fall down, weakly. Rook approaches him with handcuffs.

Rook: You are under arrest, Khyber. In the name of the Plumbers, We order you to hand over your attack-dog-controlling whistle.

Khyber waits and then spins around and kicks Rook and Paulina, making them fall. Khyber rolls along the floor and grabs his sword.

He cuts the shackles and then attacks Rook and Paulina. Rook uses his Proto-Tool's energy sword mode while Paulina turns into Diamondhead  and turns her arm into a sword and they engage in a sword fight. They seem to be equals but then Khyber begins to overpower Rook and Paulina

Khyber: Your weapons are versatile, Plumber and Newbie. But it lacks power.

Khyber prepares to slay Rook. Paulina quickly electrocutes Khyber by turning Shockrock, knocking him out for a while.

Paulina: Versatility does have advantages. *To Rook* Take the wheel Rook.

Rook: Gladly.

Rook runs to the steering wheel and turns the ship.

Outside, Mucilator is about to eat (F/N) and Ben. The sudden turn results in a jerk, making Mucilator spit Crashhopper out. Crashhopper turns back into Ben. He holds onto a spike of the ship.

Ben: Aaah! *Gets above the spike. To Rook, through comm link* Rook! Paulina! WHAT'S GOING ON IN THERE?

Rook: I am commandeering this vehicle, under Section 27B stroke 6 of the Intergalactic Plumber Code.

Ben: Forget the ship!

(F/N): Find the whistle!

Mucilator charges towards Ben and (F/N).

Ben: You know what, Omnitrix? I give up. Surprise me.

(F/N): Yeah, surprise me Ultimatrix.

Ben finally transforms into Humungousaur and (F/N) finally  transforms into Fourarms. They punch Mucilator away and are overjoyed.

Ben: *As Humungousaur* HUMUNGOUSAUR! For real?! YEAH! Who's the predator now, tiny?

Ben, (F/N) and Mucilator charge at each other. Humungousuar slams Mucilator onto the ship's surface and then lifts her up with (F/N)'s help.

Paulina and Rook observes Khyber, closely.

Rook: The huntsman has no whistle...

Paulina: *Realizes* Unless-

Khyber tackles and kicks Rook and Paulina away. He uses a gun and sprays some sticky material at Rook, trapping him and traps Paulina in the same device that trapped her earlier. Khyber watches the fight outside and whistles. Rook and Paulina see Khyber whistle.

Rook and Paulina: The huntsman is the whistle.

Mucilator transforms into Tyrannopede. Ben and (F/N) have difficulty in lifting her. They both give in and are squeezed underneath Tyrannopede. Ben and (F/N) pats Tyrannopede.

Tyrannopede gets up and Ben and (F/N) run. Tyrannopede tries to attack Humungousaur but he gets underneath and overturns her. Khyber is having difficulty steering the ship. Humungousaur gets on top of Tyrannopede, who tries to shake him off. The ship trembles.

Khyber: I may lose... my ship *Pants* But I will not lose my prey. Ah, I so wish I could strike the final blow myself. Bag the game, old friend. *Whistles*

Tyrannopede shakes off Humungousaur. She then wraps Humungousaur in a web cocoon from her horn. Tyrannopede bites into and shakes the cocoon vigorously.

Paulina: JEN! NO!

Rook: BEN! NO!

The cocoon is torn apart. Tyrannopede looks for Humungousaur, who has changed back into Ben and hides behind the cocoon.

Ben: *To Rook, through comm link; whispering* Relax, partner.

(F/N): *To Paulina  through comm link; whispering* We got everything under control.

Tyrannopede takes a closer look.

Ben: Hope you're feeling generous, Omnitrix. 'Cause we could use a big favor.

(F/N): A Way Big favor!

Ben transforms into Grey Matter and (F/N) into Brainstorm.

Khyber: Magnify image. *He looks at Ben and (F/N) on the screen* Ah, it appears this hunt requires another predator.

Just as Khyber whistles, Paulina turns into Ghostfreak and phases out and then turns into XLR8 and punches Khyber distracting him as Rook manipulates his Proto-Tool, making it shoot the same sticky substance at Khyber's face, rendering him unable to whistle. Khyber struggles. He runs towards Rook and Paulina and fights them

Tyrannopede continues looking.

Ben: *As Grey Matter* How do I stop this thing? I'm a thinker, not a fighter. Think. Think.

(F/N): *As Brainstorm* These creature as a lot nerves brother, think of how Khyber stopped you.

Ben ponders. An idea seems to have struck him. Tyrannopede rips apart the web cocoon and (F/N) distracts her.

(F/N): *As Brainstorm* Hey tall dark and ugly! Come and get me!

(F/N) shoots lighting at Tyrannopede which enrages her as she goes after (F/N) while Ben climbs onto her and slides down, closer to the neck. Ben uses the same grip on Tyrannopede which Khyber used on when he was Rath. Tyrannopede faints. Ben slides out and dusts his hands clean.

Ben: *As Grey Matter: Hephaestan Neuro Grip.

(F/N): *As Brainstorm* Useful for subduing all manner of prey.

Grey Matter changes back into Ben.

Ben: *To Rook, through comm link* See what we did there?

(F/N) and Ben: *Starts dancing* Go, me! It's our birthday!

Rook: Beeenn!

Paulina: Jeeenn!

Ben: Dude, it's not really me and (F/N)'s birthday. WHOOAA!

The ship loses control and Ben and (F/N)  go flying. They both hold onto a spike on the ship.

Ben: Oh, what're the chances you're gonna give me something that can fly?

Ben transforms into Big Chill and (F/N) too

Ben: *As Big Chill*  Big Chill? Even better.

Ben and (F/N) goes intangible and fly inside of the ship. Rook, Paulina and Khyber continue to wrestle. Khyber removes a spike from his armor and tries to stab Rook but Paulina tackles Khyber back from Rook and she jumps onto Khyber traping him in a headlock.

Khyber: *Muffled* *Struggling* Insolent little brat! Get off me!

Paulina: *Makes her grip tighter* Never! You ruined my date with girlfriend! So your gonna get ruined!

Just Ben and (F/N) arrive.

Ben and (F/N): *As Big Chill*  Alright, Khyber. Freeze!

Paulina gets out of the way as Ben and (F/N) use their ice breath and freezes Khyber. Rook knocks him away. Ben freezes the sticky material on Rook's legs and then pulls him, freeing Rook.

(F/N): *As Big Chill* Are you okay babe, did he hurt you?

Paulina: No I'm okay but thanks for asking.

(F/N): *As Big Chill* Anytime sweetie.

Big Chill: That's two times me and (F/N) saved your butt today, Rook. But who's counting? Oh, that's right, I am! One, two. *Makes counting gestures*

The ship trembles and falls.

Ben: * As Big Chill*  Better make that three.

Ben freezes a part of the ship. He grabs Rook and flies, smashing through the frozen part and (F/N) does the same with Paulina but bridal style. The ship falls into the forest outside Bellwood and explodes.

Ben flies over Bellwood while holding Rook and (F/N) does the same with Paulina

Ben: *As Big Chill* This should finally prove, beyond a shadow of a doubt, that Ben and Jen Tennyson can survive juuust fine without anyone's help, thank you. *Rook frowns, annoyed*

(F/N): *As Big Chill*  *To Paulina* He does not speak for me.

Paulina: *kisses (F/N)* I know baby.

The Omnitrix and Ultimatrix time out and Ben and (F/N) change back. Ben, (F/N), Pailina, and Rook fall.

Ben, (F/N), Paulina, & Rook: AAAAAAAAAAA! Ungh!

A Plumber aircraft catches them.

In the forest, Khyber and Zed rush out of the fire and smoke. They fall down, weakly. Zed whimpers.

Khyber: Fret not, old friend. That young whelp, Ben Tennyson, will pay dearly for this.

Malware: I certainly hope so, Khyber. *Malware, in a different form, and Psychobos walk up to Khyber* For your sake.

Max is inside the Plumber aircraft that caught Ben, Paulina, (F/N), and Rook. He gives them a thumbs-up.

Ben: *To Rook, (F/N), Paulina* Not one word.

Rook, (F/N), and Paulina: How about two words? "Told you".

Rook, (F/N), and Paulina smirks, Ben frowns.

Next: Chapter 46: Blukic and Driba Go to Mr. Smoothy's