Ben and Shantae are now in the ruined town of the desert, Tassel town as to why Everyone back in Scuttle town has started to get amnesia. The two really had to get going with restoring everyone's memories.

Otherwise they'll end up forgetting more than just who they are. Worst case scenario they forget how to breath, actually that's the worst result. "Okay Sky land here" Ben said, as the giant bird known as Wrench landed the two heroes jumped off. Then that other Genie that the mayor replaced Shantae with, Holly Lingerbean, arrived.

"What are you doing here?" She asked, "everyone in Scuttle town has been getting amnesia, Me and Ben have to restore their memories" the half genie said. "I know" Holly said, "the mayor sent me to find out why" Ben then cocked a brow. "Then why are you just standing around for!? Get to work!" He said.

"I work when I want to" Holly replied and walked off, Shantae look at her suspiciously. "She's up to something, I don't know what but she is" she said, "the feelings mutual let's fallow her" Ben said.

"Sky stay here" the half genie ordered, the two had ran off into the deserts. "Watch out for giant centipedes and quick sand" the half genie warned. Only to step in quick sand and Ben was surrounded by giant centipedes, "looks like we're doing this the hard way" he said. He turned into Omni and flew upwards with Jet Ray's wings, "take this you million legged freaks" he said blasting them with neuroshock optical lasers.

He then turned into Predator and went into slamworm mode to get Shantae out of the quicksand. He bursted out holding her "you okay?" He asked, "yeah (blushed) let's go" she said as they resumed their trek through the desert.

And little to say the winds and sand storms proved to be very strong.

"Help!!! This wind is blowing me away" Shantae screamed hanging onto a nearby block of stone. Ben wasn't having a good enough time either, he tried using Terraspin's wind to blow the sand back but only have it more tailwind. "Not the best idea" he said getting blown into his genie friend, "ow that hurt" she said rubbing her aching head.

"Hold on" the teen hero turned into predator and went into Crabdozer mode and was able to power through. His magical genie friend had been on his back "hey we're doing it!" She said. "Maybe you can use your elephant form to power through this wind" Ben suggested.

She took it and turned into said largest land mammal on the planet. "It's working!!!!" She said, both had powered through the storm. Only to end up falling into a under ground river system due to the sand blocking their vision.

"Well I've seen better days" he said shaking his head, peeking out of the water, he saw his friend rise out back in her normal form. "(Spits out water) well that wasn't on my list for things to do for today" she said. Ben submerged and saw that the river had run under the entire desert. And one path lead them to their desired location.

"Hey Shantae" he said pointing her under water and to where he observed, "read you loud and clear" she said. "TRANSFORM!!!" She then turned into a... crab... "crab I wanted... ACK!?" She then sank below the water.

"Oh dear" Ben said submerging, his eyes became that of an octopus and he grew eight long tentacles. "Come on let's hurry" he said putting her on his head as he swam towards the objective point. On the way they were met with numerous cycloptic fish with needle like teeth. "Incoming!!!" He said, Shantae had used her claws to attack the ones who got to close to Ben.

The latter used Vicetopuss' ink blasts on a few nearby star fish 'how does a salt water creature get this far inland?' He wonders but shrugs it off.

Once he reached the end of the underground river he climbed to the surface. His crab friend leapt off his head and turned back, "okay here we go" she said.

They raced into a large tower, once they had entered the floor started to shake. "What's going on?" Ben asked, they looked down to see that they were in a bridge and that it was going to be eaten by a giant centipede like creature. "Run for it!!!!!" Ben yelled turning into Omni and carried Shantae bridal style.

"Time to hit the road, or sky in this case" he said flying upwards, narrowly avoiding living skeletons, fire balls and spikes. Shantae had helped by whipping heavy blocks away with her pony tail. Which was surprising easy for her despite, you know, physics.

Once they reached their desired point they exited the tower. "That was close" she said, "you're telling me" Ben replied, "come on let's go" he said as they charged through what seemed like a parqkore course.

"Incoming" Shantae had went monkey and jumped on some moving blocks, Ben had turned into Predator and used Omnivoracious legs to jump over long gaps. Ben then looked up and his eyes turned into dots, "are those eagle men carrying bombs?" He asked, "look out!!!"  Shantae then blasted fireballs from her hand hitting the bird men.

"Nice shot" Ben complemented, then they saw a lot more enemies up ahead, "maybe combined fire power?" The alien shapeshifter asked grinning. The half genie grinned and they stood due by side. "FIRE BALL!!!" "KING'S INFERNO!!!" They unleashed a powerful barrage of fiery projectiles.

Little to say most of the enemies had went down front that one hit. "Oh yeah" Shantae Chanted, "Ben 10 and Shantae half Genie for the win" Ben said as they high five each other. "Now come on, we got some memories to return" Ben said as they raced to the other side of the tower.

Once they reached the end they found Holly, who turned out to not be a genie. Rather a memory of an important person. and when this city fell she was being forgotten, "and to make sure I am the most important memory, I will erase all others!!!" Holly said. "What you can't just erase other people's memories just because as a memory yourself is going to be forgotten!!!" Ben said. "Honestly I expected you to be affected because you're not magic, but who cares" Holly then snapped her fingers and the giant centipede from before. "AHHHH!?!? It's that giant worm again!!!" Shantae exclaimed surprised, "meet Wilbur The devourer of memories. He feeds on nueroelectrical discharges" Holly said.

"That explains how he can feed on memories, but no matter we will stop you" Ben said, "come at us with your best shot worm!!!" Shantae tainted. "Technically he's a centipede" Ben said, the monster roared and shot flaming eyeballs at them. Ben sped away with his genie friend on his back, "look out, FIRE BALL!!!!!" She launched three fire balls at the eyes which made them either explode or enflame more. "Oh no, oh wait! Spike ball" a floating metal spikes ball appeared and orbited around Shantae, she rapped her pony tail around it and swung it at the eye. Which made it hit The centipede back, it sunk itself back into its hole and started blasting rocks out of its mouth.

They fell down onto the tower and exploded on contact, only one remained and Ben took notice of the cannons. And the fact that the rock was the exact size of for ammunition, Ben smirked, "Hey Shantae" he said.

"Hmm?" She turned to him, "ever fired a Cannon before?" Omni asked, she smirked then nodded. The half genie whipped her pony tail at the rock at it rolled into the cannon. "FIRE!!!!" Ben said as he stepped on a button on the floor and the flaming rock was launched at the monster.

It hit it, and Wilbur sunk into the tower again. then his eye came out and started to roll around "LOOK OUT!!!" Shantae screamed running away. Ben had picked her up again, "you wouldn't happen to have a flight based form would you?" He asked. The genie pondered then lit up, "TRANSFORM!!" She then turned into a large Bat like creature.

"This is my bat form, I have another one but I can't fly right in it" she said, "my bat form can fly but I can't rise or descend". "I can hover at the same height and fly right left forward and back", Ben nodded. They took to the skies avoiding the rolling eye, "quick we got to trap it", Ben then shot diamonds In front and behind the eyeball.

That ended up trapping it, "got it" Shantae said as she transformed again "TRANSFORM!!!!" An elephant appeared in her place. And it stomped the eye, it flew up and the alien caught it then held it above him. "Time for you to get an eye full" he said, the half genie leaped above him and turned back into an elephant.

They sent the eye back down and it crashed straight through the giant arthropod. After which a golden light came out from the tower "those must be the memories" Ben inquired. "NOOOOO WHAT HAVE YOU DONE!?!?!?!" Holly screamed as the memories started to go back to their hosts. "what heroes always do best, wreck evil plans" Ben said proudly, "besides not every memory is too important to be put above others" Shantae said as Holly started fading.

"Man what a pain" Shantae said, "yeah no kidding" Ben added.

Later on they had explained things to Shantae's uncle, Bolo, and Sky "poor Holly, all this time she never understood, our true legacy isn't what's written in the history books. Rather in the hearts of the lives we haves touched" Uncle said.

"Well said, softy" Sky said to the geezer, "I'm not soft, I just have one foot in the grave that all" he replied. "Still how do we explain all this to the mayor?" Ben asked, "meh he'll probably forget all about it" Bolo said.
Most likely" the shapeshifter responded, "come on we should go around to make sure everyone is alright" Sky said.

The two had ran outside, "okay with that out of the way I can finally get back to work. Now that I remember, I need are opposing shards to create a balance of positive and negative energy above the magnetic poles" Uncle said.

"Shards as in dark magic and light magic?" Shantae asked. "That sounds dangerous" Ben said, "the instructions are explicit" the old man said.

"I don't really like the idea of messing with dark magic uncle" the half Genie said, "things like that never end well" the shapeshifter added. "When kept at a proper balance, dark and light magic shouldn't pose any threat" Uncle assured them.

'Oh boy' Ben thought.