Here in Undertown, Ben, Max, Danie, Paulina, and Rook are shopping for ingredients for an alien recipe.

Max: Ha ha! Even Bowman can't get Bratharats this fresh. *Squeezes the bratharat being ooze goo* Ohhhhh! Just right.

Rook: *tastes some it* Mmmm! Oh, that is good.

Paulina: *Gets some and tastes it* Mmm, yum.

Danie: *Taste some* Oohoho yeah, that is a ripe one.

Ben: *In disgust* Blehhh! Ehhh! Ehhh! Don't they sell anything besides disgusting alien food down here? Like, why haven't I seen any alien video-game shops? *Grabs a alien phone*

Paulina: Probably because this is a farmers market and not a mall.

Max: Video games rot your brains, Ben. *Tosses the bratharat and Rook catches in his mouth and eats it* *Remembers* Oh! I almost forgot the Parmacian brain rot! *Runs Off-screen*

Ben fiddles with the alien phone as Rook talks to him.

Rook: I cannot wait for this meal. Your grandfather is a master chef, Ben.

The alien device takes a flash picture which makes Ben yelp in surprise as he's shocked and falls to the ground as the phone shows an image of his shocked expression.

Danie: *Picks up the phone* Not a bad picture.

Paulina: *Giggles* I'll say.

Ben: *Gets up* *rubs his eyes* You're welcome to eat my portion.

Rook: Oh. Thank you.

Just then everyone hears something crashing followed by Max running away from something

Max: *While running* Incomi-I-I-I-I-I-ng!

Max runs past the team much to their confusion.

Ben: And Grandpa Max tells me not to play with my food.

Rook: I do not believe it was food.

Ben: *Sees something* And I don't think that guy's here to play.

Everyone then sees a bipedal Terroranchula come out of the smoke as Rook and Danie shoot at it but it just absorbs the energy blasts.

Danie: What the?

Ben: Come on!

We see the team running after the creature.

Rook: *While running* Ben, I believe we should proceed with caution.

Paulina: *While running* Rook’s right, we don't know what that thing is or what it can do.

Ben: *While running* Caution, schmaution! *Runs around the corner* There isn't a monster made that I can't handle with one…

Ben was cut off when the monster backhanded him into a wall.

Rook, Danie, and Paulina: Ben!

Ben: Sorry. Uh, what were we talking about? *Falls over*

Rook and Danie put up an energy shield as Ben gets up.

Ben: Right… monster-handling.

The monster manages to break through the shield and knocks Danie and Rook across the floor as we see Ben and Paulina both turned into Feedback.

Ben: *As Feedback* Let's drag this out. There's a dinner I'm in no hurry to get to. *Both him and Paulina Jumps to the monster but gets thrown*

Paulina: *As Feedback* OK...Plan B then!

Paulina and Ben absorb the wire's electricity and they fire a combined energy beam at the monster but it doesn't do anything except make it stronger.

Rook:  Ben, Paulina he absorbed the energy from my Proto-tool.

Danie: And my energy blasts.

Rook We think that you two are only making him stronger.

Paulina and Ben then realized this and immediately stopped shooting.

Paulina: *As Feedback* That would have been helpful earlier.

Ben: *As Feedback* Yeah, and quicker with the

info next time, partner.

Just as the monster was about to do something we see Max comes along and rams the creature with the Proto-TRUK.

Max: Now, Ben!

Paulina: *As Feedback* If he feeds on energy let's see how it does without it.

Both Ben and Paulina absorb the energy from the monster as it glows red and transforms into a human, a certain plumber Ben knew.

Ben: Huh? Phil?!

Danie: No way…

Max comes out of the truck and sees it's Phil as he goes to him.

Max: Phil.

Phil: Max. Max, I'm so glad I found you.

Rook: This monster is a Phil?

Paulina: And... This Phil is a plumber?

Danie: Was a plumber, when I was 11 Ben told me how Phil used the Nuvoid projector to release it's inhabitants and then he'd capture them just to get famous and money.

Paulina: Yikes.

Ben: And Grandpa Max's old partner. Last time I saw him, he looked pretty bad, but he's gone a few trillion Miles downhill since.

Max: Phil... What happened to you?

Phil: Don't you remember? You saw it five years ago. Malware and Dr. Psychobos brought me out of the null void. They used me as a test subject. But the Nemetrix was too much for me. I went completely berserk. Then... Some sort of portal opened up, and I was... I...  *Raspily* I found myself transported back to the... Max! Help! Help!

Phil transforms into his monster form again and tries to go for Max.

Rook: *Pushes Max out of the way* Look out!

Rook is slashed away by Phil.

Phil: Recharge.

Phil then knocks away the others as he jumps into the vents and escapes to the surface.

Paulina: Man, for an old plumber that guy is strong.

Rook: And he is very fast.

Max: Yeah. And hits like a wrecking ball.

Ben: He went up and out. Come on.

We later see everyone outside and in the Proto-truk in ship mode.

Max: When we find him, we need to take him down as gently as we can.

Ben: I don't know. Smashing him with a truck seemed to work pretty good last time. *Sees the look he's getting* What?! He was the one chasing you, remember? I don't think being gentle was

what he had in mind.

Paulina: Yeah, but under all that fur, claws and punches, there's a person underneath that.

Danie: Mmhm, and I should know. *Holds Paulina's hand*

Max: They're right, it never sat easy with me that we left Phil in the null void the first time. He's suffered enough.

Rook: And he does not seem to be in control of his monstrous form. We need to find him before he harms an innocent.

Paulina: Or worse.

Ben notices the flickering power lights in one direction.

Ben: Huh? *Sees the city losing power* He said he needed a recharge.

Rook flies the truk to where the power is being drained as we cut to Phil absorbing energy.

Ben: Hey, ugly. We were just talking about you.

Phil then sees the team and Max as he picks up a car as Ben and Paulina activate their Omnitrices and Danie turns into her ghost form.

Max: Stop! Phil, I know you're in there.

Phil doesn't listen and throws the car as everyone gets out of the way as the car hits the ship making it skid across the road.

Rook: My truck! *Loads up the prototool and tries to fire but nothing happened* *sees something* Low battery warning?

Ben: No worries, Rook. It's payback time… Feedback-style!

Ben and Paulina hit their Omnitrices and instead of Feedback they both turn into Frankenstrike as both of them charge at Phil and fight him off.

Max: Be careful, you two. Don't hurt Phil. Just contain him.

They both give a thumbs up as they're grabbed off-screen by Phil and thrown to the ground and get back up.

Paulina: *As Frankenstrike* I don't think hurting him is the issue here.

Ben: *As Frankenstrike* Yeah, and how about you tell him to take it easy on me and Paulina?

Paulina: *As Frankenstrike* He's your friend.

The duo are blasted and sent across the street as Danie, in her ghost form, flies over and help  them up.

Danie: You guys okay?

Paulina: *As Frankenstrike* I am now.

Meanwhile we see Phil look over and sees Max and looms over him.

Max:  Hey! Hey, partner! Don't you remember your old…

Before Phil could do anything, Danie and Rook attempt to attack Phil but they're tossed aside and thrown into a street light and Phil was hit with a manhole cover and sees it's Ben and Paulina and Paulina zaps  another manhole cover and throws it at Phil who catches it in his mouth and chomps through it.

Paulina: *As Frankenstrike* Aw man!

Ben: *As Frankenstrike* Okay. Need another plan "b"... again.

Paulina: *As Frankenstrike* Wouldn't this be plan C?

The duo then run into an alley where Phil follows them and sees they're not there.

Paulina and Ben: *As Frankenstrike* Surprise!

The duo jump down from above and try to hit him but Phil dodges them and they try to land a hit vut Phil grabs them and absorbs their energy and Ben back slams Phil to the wall making him let go of Ben and Paulina as they go in for a hit but are blasted back by Phil as they run out of the alley with Phil behind them as he blasts them again but they duck the last second as the others joined them

Paulina: *As Frankenstrike* Nothing's working!

Ben: *As Frankenstrike* And he's taking everything we can throw at him... and slinging it back double!

Max: Change into Feedback again.

Ben: *As Frankenstrike* Don't know if I can.

Rook: We will buy you time. We will…

Everyone then hears something as they look to see it was a car of teens as they see Phil and freak out as the driver tries to hit the brakes as they were all about to skid into Phil.

Paulina: *As Frankenstrike* Oh boy, hang on!

We then see Paulina fire a precise energy blast shorting out the battery making the car skid away from Phil and crash into some construction equipment.

Paulina: *As Frankenstrike* Hey, it worked!

Driver: Run! Just run! *Gets out of the car*

Girl: *While getting out* But your dad's car!

Driver: Let him kill me! *Starts running away* At least he's family!

Phil smashes the car.

Max: Nice work Paulina.

Ben: *As Frankenstrike* Yeah not bad.

Danie: Good job babe.

Paulina: *As Frankenstrike* Well, I couldn't stop the engine, so I shorted out the battery.

Rook: Might I suggest postponing the congratulations until after we defeat magister Tennyson's monster?

Phil then throws a car at them as Danie catches it and vapotizes it.

Ben: *As Frankenstrike* Uh, how do we… *spots the large hole in the ground* *gets an idea* Ahhh. Got it. *To Rook* Get ready to follow my lead.

Rook: What lead?

Ben: *As Frankenstrike* You'll see.

We then see Ben and Paulina run to the road and get Phil's attention.

Paulina: *As Frankenstrike* Hey ugly!

Ben: *As Frankenstrike* Hey! Itsy-bitsy!

Phil then spots Ben and Paulina as he goes after them and they go to the construction site and into the pipe where Phil found them.

Ben: *As Frankenstrike* Keep coming. Keep coming. Now guys!

We then see the other end of the pipe is buried under dirt by Rook as Ben and Paulina quickly escape.

Rook: Hurry you two!

They both jump out and swing over with some tied up steel beams that get untied and fall and block the entrance where Phil was about to go as it is buried by more dirt and Ben and Paulina change back as the others join them.

Ben: Okay, now that we got him...

Rook: What do we do with him? I was wondering the same thing.

Everyone then hears Phil change back as he weakly hits his makeshift cage.

Phil: Please... Help me!

Max: There's only one place secure enough to hold Phil until we can find some way to cure him.

We later see everyone at Plumber Headquarters, Blukic and Driba have Phil locked in a cell, while Ben, Danie, Paulina, Rook, and Max watch from the outside.

Driba: Hmmm. Not exactly the finest human specimen.

Blukic: We've seen worse.

Driba: No, we haven't!

Phil: Galvan techs? Patelliday was the first alien

plumber I ever saw on an earth base.

Max: Galvan prime was more than happy to let us keep these two.

Danie: Unfortunately, they're only smart by Earth standards.

We see the wire sensor is Blukic’s eye as Driba pulls it off but gets tangled in the process.

Paulina: Like really by Earth standards.

Max: Is attaching wires to Phil safe? He might siphon the energy.

Driba: Tsk, tsk, tsk, tsk. These are passive sensors.

Blukic: We're not Cerebrocrustraceons.

Driba: We know what we're doing.

Paulina: Why does that scare me then?

Ben: We should just toss him back where he came from.

Rook: You do not believe his pleas for help are genuine?

Ben: Hey, we didn't throw him in the null void the first time for being an upstanding citizen. He's gaming us.

Rook: Max seems to trust him. And I believe he is not the first or second monster to return from the null void in need of a friend.

Ben: Phil is no Kevin or Danie. *To Danie* No offense.

Danie: None taken. And he's definitely no Paulina. *Hugs Paulina* No offense sweetie.

Paulina: None taken.

Driba: Ooooooh! Mr. Personality here is surrounded by an endophytic energy field.

Rook: I see.

Ben: Don't tell me you understood that.

Rook: Certain energy parasites have a naturally occurring endophytic field. They increase the output of nearby power sources in order to siphon off the excess unnoticed.

Paulina: So that's how he drained the power from your proto-tool.

Driba: And you say Phil wore the Nemetrix once?

Rook: Yes. Do you suppose it scrambled his DNA and left a residual endophytic field in Phil?

Blukic: Hey! The power core's running at 120% capacity, but nothing's overloading.

Paulina: What?! How's that possible?

Driba: Ooh! He's doing it!

Rook: That is the greatest source of power in this

hemisphere. Should we be concerned?

Max: Phil, how are you doing?

Phil: A-okay, maxy.

Max: I thought you said those sensors were passive. How is he affecting the power core?

Driba: Well, they're passive, but they're still conductive.

Blukic: Duh!

Paulina and Danie: What?!

Max: Unplug him... now!

Unknown to them Phil radiates electricity.

Blukic: How can we be so stupid, Blukic?! What can we do to stop him?!

Blukic: Maybe we could use Nosedeenians to siphon the endophytic field.

Driba: Undertown's power station depends on the megawhatts for power, Blukic! We just can't take them offline!

We then see Phil start to lose control again as he smacks Blukic and Driba away and holds his head in pain.

Phil: No! No!

The door opens as everyone rushes Phil.

Max: Hold him!

Phil then knocks everyone away and runs away.

Ben: Anything but one of my electric guys, please.

Ben turns into Shocksquatch and Paulina turns into Shockrock.

Paulina: *As Shockrock* Oh come on! Now's not the time for Shockrock!

Ben: *As Shocksquatch* Ah, for Pete's sake! Gimme a break, will ya?

Phil keeps running and crashes through the elevator door as Ben and Paulina follow him in pursuit.

Ben: *As Shocksquatch* Ah, well. At least Shocksquatch can lay down the smackdown. *Both him and Paulina jump down* Stop, Phil!

All three of them are in a free fall as Phil’s eyes turn red and jumps down with precision based moves as Ben and Paulina follow him as they all stop and hear an elevator coming as it goes by and Phil escapes through the vents and follow him. Phil then enters another room but Ben and Paulina drop in.

Ben: *As Shocksquatch* Look, I know you've got that monster inside trying to get out, but if you really want our help, you need to snap out of it!

Paulina: *As Shockrock* Yeah this isn't you Phil, control the monster.

Phil doesn't listen and grabs Ben and Paulina absorbs the energy from them.

Ben: *As Shocksquatch* Ahh! Hey quit it! *Punches Phil back*

Ben and Paulina are changed back to normal as Phil hits a button on a platform making Ben and Paulina fall out of the cart as Max, Rook and Danie drop in.

Ben: Let's try this again.

Ben and Paulina hit their Omnitrices and turn into Ampfibian.

Ben: *As Ampfibian* Aw man!

Paulina: *As Ampfibian* Why am I not surprised?

We then see everyone run after Phil as Ben and Paulina get to him.

Paulina: *As Ampfibian* You want energy so bad? Take it!

Both Paulina and Ben zap Phil as the others saw this.

Rook: Ben! Paulina! Stop! You're only feeding him!

Ben: *As Ampfibian* *While zapping Phil* Our Omnitrixes keep giving us electrical guys. What else can me and Paulina do?

Phil screamed in pain as fell off the cart as the others caught up to them.

Paulina: *As Ampfibian* Overloaded.

Ben: *As Ampfibian* *To Rook* And you were so worried.

Phil: I-I'm sorry, Max. I-I was trying to…

Max: It's okay we'll fix this.

Ben: *As Ampfibian* Come on, Phil. We're getting you contained before you turn into that monster again. *Puts a tentacle on Phil’s shoulder*

Phil then absorbs the energy from Ben, but this time it was intentional much to everyone's shock.

Phil: Kid… There hasn't been a Phil in this

body for years.

Phil then turns into his monster form and runs with Ben and Paulina and throws them into the power core room as they both change back as they see him out of the smoke.

Phil: *Laughs evilly* Suckers.

Ben: Knew you've... Been faking... It.

Paulina:  And I should know what faking sick looks like. You weren't sick at all you big faker!

Phil: Don't get much past you, juniors. All I wanted was your power core. Soon, even that old Phil body will be gone... Forever.

Phil goes over to the power corr and absorbs the energy from it as the others showed up and saw what was happening as Max went to the controls and Phil saw what he was doing and Max quickly closes off the generator from Phil as he attacks Max sending him to the floor.

Ben: Grandpa!

Phil then sees the power core being closed up as he tries to go to it but Ben, Danie, Paulina, and Rook tackle him to the floor and the power vore is closed off from Phil as he pushes everyone off him and goes to the power core but he's too late and it closes.

Phil:  *Hits the door* No! I need more! *Remembers* And I know where to get it.

Rook: You are not leaving.

Rook shoots a grappling hook around Phil’s leg but it doesn't do anything.

Phil: Nice try, kid.

Phil swings Rook into Ben, Paulina and Danie.

Ben: Dude, you're in a lot of…

Before Ben could do anything he was blasted by Phil into a wall and knocked unconscious as the camera cuts to black, as the camera opens to Danie, Paulina, Max and Rook all looking at him.

Max: Ben? Ben? Are you okay, son?

Ben groans as he wakes up and sees several plumbers fixing the power core.

Patelliday: Get those decouplers decoupled! And without the sass this time.

Ben: *Gets up* What's happening?

Rook: Phil is gone, so we have begun repairs to the power core. It seems he was only using us to get past the headquarters' external defenses.

Paulina: And he escaped too.

Ben: *Notices Max’s sad look* I'm sorry, grandpa.

Max: No. You were right, Ben. Phil is no Kevin.

What's past is past. We'll find him, and we'll take

him down.

Paulina: Yeah but where could Phil be?

Ben then sees Blukic plugging in a wire as he realizes where Phil is.

Ben: And I have an idea of where he might be.

Meanwhile in Undertown we see Phil is draining the energy from the Megawhatts as they were all in pain.

Phil: Man, that's good eatin'!

Ben: After Blukic and Driba brought up the megawhatts, I had a feeling you'd make your way here.

Phil: Really, Max? Come to say goodbye to your old friend Phil?

Max: Rook, Danie concussives only. No energy weapon.

Rook: One way or another, we will stop you.

Danie, Rook, and Max shot at Phil with concussive weapons but it didn't do much.

Phil:  I barely felt that. You lose, partner.

Phil shoots an energy blast but Danie blocks it away from the others.

Ben: Okay Omnitrix… for real this time. Feedback!

Paulina: Please give us Feedback!

Both Paulina and Ben turn into Megawhatts instead of Feedback.

Ben: *As BuzzShock* We're Megawhatts? Oh. That's new.

Both Paulina and Ben charge at Phil as they dodge a strike from him.

Phil: A nosedeenian! Haven't figured it out yet, have you, junior?

Ben: *As Buzzshock* You're the reason me and Paulina keep getting electric aliens?

Paulina: *As Buzzshock* How is that possible?

Phil: My exposure to the Nemetrix is messing with your little watch there. *Chuckles* I need to feed, and the Omnitrix provides.

Phil goes to strike them but Danie drop kicks Phil as Paulina and Ben take this chance to get out of the way.

Rook: Ben! Paulina! You are both megawhatts!

Ben: *As Buzzshock* Oh yeah!

Ben and Paulina open the cage keeping the other Megawhatts as they escape.

Ben: *As Buzzshock* Guys! Follow me!

Paulina, Ben and the Megawhatts all go into the wires and escape as Phil runs after them, so do Max, Rook, and Danie.

Ben: *As Buzzshock* Hey! Over here!

Paulina: *As Buzzshock* Can't catch me!

Phil: *While running after Ben and Paulina* All you've done is turn yourselves into dessert.

Ben, Paulina and the Megawhatts arrive in the middle of Undertown.

Ben: *As Buzzshock*Okay, now! Megawhatts, scatter!

Paulina, Ben and the Megawhatts all scattered as they began striking Phil, getting him annoyed and angry.

Phil: Ben Tennyson!

All the Megawhatts went to Ben and Paulina as they powered them up and zapped Phil into a building as they all go yo Phil and he comes out of the rubble and tries to catch the Megawhatts and manages to catch Ben and Paulina.

Ben: *As Buzzshock* Aw man!

Paulina: *As Buzzshock* Crud!

Phil: If you live long enough, tell Max I never liked him.

We soon see the proto truck show up wtih Rook, Danie, Max and Patelliday in it, and with a Null Void projector.

Max: Why don't you tell me yourself?

Phil: A null void projector?

Phil then drains the power from the projector powering down the truck.

Phil: Not much use if it's depowered, huh? *Throws Ben and Paulina to the ground*

Paulina: *As Buzzshock* Ow.

Ben: *As Buzzshock* Unh! Ow! Ohhh! Here goes plan "b"!

Ben and Paulina go to the projector and power it up as Max goes to it.

Phil: No!

Max fires a blast as a portal to the Null Void opens behind Phil as he struggles to keep himself from getting in as he turns human again.

Phil: Please! Turn it off! You already let me rot in there once! Have a heart!

Max: Phil got a raw deal, all right. But you got this coming.

Danie then walks over to Phil and looks down on him with anger.

Danie: You give plumbers a bad name.

Danie stomps on Phil’s hand making him yelp and let go.

Phil: *While being sucked in the portal* Gaah! *Goes into the Null void* Aaaaaaaaaaaaaaaaaaaaaaaaah!

The portal closes as Ben and Paulina come out of the projector and change back exhausted as Danie went over and helped Paulina up.

Paulina: *Pants* *Pants* Haah… haaaah… I never wanna do that… again.

Danie: Don't worry sweetie, I'll give you some special bed treatments when we get home.

Paulina: *Giggles* Thanks… babe.

Ben: Go hero or go home, right? *Notices Max is sad*  Hey, grandpa Max! Still got your shopping list? I'm starving.

Paulina: After what we did, I could use a lot of food.

Max: You won't be disappointed, kiddo.

Ben, Max, Rook, Danie and Paulina walk off as the Megawhatts travel to the wires and the screen cuts to black.

Next: Chapter 51: T.G.I.S