At the dead of night in a busy city, sirens blare and in the middle of the city a building is engulfed in flames. Inside the building, a young boy and his mother are trapped between the flames as the ceiling of the room begins to cave in.

The young boy shuts his eyes as debris falls from the roof towards him and his mother as he expected that they would both be crushed but luckily that didn't happen.

The boy opens his eyes and looks to see Heatblast holding up the roof and he couldn't help but ask "Who are you?"

Heatblast grunts and tosses the debris to the side "I'm here to help."

Heatblast absorbs the flames around them to the side and leads the two to the stairs "This way."

The stairs suddenly collapse which made them stop in their tracks as Heatblast spoke "Uh...on second thought,"

Heatblast looks around and spots a window in the room "That way."

The window was blown open by a large flaming torrent which made the crowd that had gathered to let out shocked and awed gasps. The flaming torrent landed on the sidewalk outside of the building and dispersed to reveal Heatblast, the mother and her son which made the crowd gasp once more.

"I'm sure you all want to thank me personally, but really it's all in a day's work for-" Heatblast cut himself off when he noticed the boy he saved holding three trading cards and he gasps, sitting down with his legs crossed "Huh! No way! A gold Sumo Slammer Card! Where'd you get it? I've been looking all over for that!"

"It was a prize inside a box of "Sumo-Smack cereal."" The boy answered and Heatblast rapidly nodded while looking at the cards but then the Rust Bucket pulls up and beeps at him.

"Yo, Super-Doofus!" Gwen shouted from the passenger window "The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away!"

Heatblast looks from Gwen, to the cards, and back to Gwen "Uh...I knew that."

Meanwhile a car speeds through the city streets unknowing of the figure following the car, jumping from rooftop to rooftop. The figure was a small, bipedal, dinosaur-like lizard with a dark red skin color, white claws, determined blue eyes, a horn-like protrusion on the back of its head, a strong tail with a constant flame emitting from the tip and the Pokedex symbol imbedded at the center of her chest. This was the flame Pokémon, Charmeleon.

The Rust Bucket catches up to the car turning the situation into a car chase. Max was obviously driving and Heatblast sat in the passenger seat with Gwen sitting at the desk within the RV. Max sniffs something burning and covers his nose while looking at Heatblast.

"Knew I should've bought those asbestos seat covers when I had the chance." Max stated.

"Sorry Grandpa, I can't help it. I'm hot." Heatblast said.

He's suddenly blasted with a fire extinguisher courtesy of Gwen with an annoyed look.

"Ugh, ten super heroes on that stupid watch and you pick the one with the flaming butt?" Gwen snarked.

"Jealous?" Heatblast asked with what seemed to be a smirk as his flames reignited.

Gwen huffs and sprays Heatblast with the fire extinguisher again to which he responds with a deadpan stare.

"One of these days dweeb." Heatblast muttered as he turned to look at the car they were chasing "By the way, where's Red?"

Suddenly Charmeleon jumps from a roof and onto the hood of the robber's car as Gwen smirked.

"Taking down the bad guys." Gwen stated.

The robbers screamed in shock as Charmeleon smirked and raised her claws which turned into silver and metallic and extended "Metal Claw!"

Charmeleon diagonally clawed through the hood which caused an electric explosion and the car started to swerve. The driver tried desperately to take control of the car but that was all for naught as it swerved and crashed into the wall of a building, Charmeleon jumped off the hood and onto the roof of the Rust Bucket.

"Sweet!" Heatblast exclaimed as the Rust Bucket stops in front of the car and he gets out, approaching the robbers and bending the car door open "Unless you punks want a permanent sunburn, hands against the wall."

Gwen exits out the door and covers her eyes when she hears a beep and a brief white flash emitted from the roof. She smiled up at retransformed Red who smirked and nodded at her.

The robbers lined up against the wall with their backs turned from Heatblast as his watch's emblem bleeps.

"You punks picked the wrong day to be bad..." Heatblast said as he transforms back to Ben without noticing but the two thieves did notice the change in Ben's voice "...guys!"

"Huh? Wha-?" One of the robbers said as he turns around and looks on in shock and annoyance "Hey, it's just a kid! Get the jewels!"

Ben realizes that he's back to normal as sirens blare in the distance with police cars arriving not too long after "Wow. Time sure flies when you're having fun! I've decided to let you guys off with a warning this time."

Policemen surround them and manage to arrest the thieves as Ben smirked.

"They're all yours, officers! I know you all want to thank me, but-" Ben was about to brag but one of the officers cut him off.

"Step aside, son. This isn't playtime." The officer stated as he walked past Ben towards the thieves.

"Playtime? I'm the one who captured them! It's not fair! I'm the hero! Aw, man..." Ben whined.

"Hey! I did all of that!" Red exclaimed as she jumped off the roof and walked towards him.

"You helped." Ben said.

"Stopping the car while you sit back and watch isn't just helping! I'm the hero here!" Red exclaimed.

"Alright you two, we can argue on who the hero is at a different time." Max said approaching them.

"I am!" Red and Ben shouted.

"You two are so immature." Gwen groaned.

"Shut it Dork/Dweeb!" Red and Ben shouted at her.

"Like I said at a different time. Let's get out of the officer's way for now, it's getting late." Max said.

"Whatever..." Ben grumbled as he walked into the Rust Bucket.

"I saved the day..." Red grumbled following behind him with Gwen and Max going in with them.

~

The next day a cranky looking, balding man in a brown suit knocks on a door with a sign labelled 'Dr. Animo' hanging outside.

"Yo! Animo! I know you're in there. Open up!" The suited man shouted.

After a few moments without an answer, the man sneaks in and is surprised to come across lab equipment and experiments stocking the shelves.

"Phew!" The man wheezed as he covered his nose "Smells like a zoo in here."

He is suddenly startled seeing Animo sneaking up behind him.

Animo was a scraggily, thin man with pale green skin, yellowish eyes and shoulder-length white hair. He wore a dark green tank top, baggy brown pants, black leather boots and black leather gloves. This was the mad scientist, Dr. Animo.

"How did you get in!?" Dr. Animo asked angrily.

The man adjusts his tie "Pass-key. I am still your landlord, remember? Maybe not, since your rent is six months pass due."

"All my funds go into my research. Now get out! You're disturbing me." Dr. Animo waved him off as he walked over to his desk.

The landlord looks around "Hmm. Looks like you were disturbed long before I got here, pal. Listen, Doc, you and your furry friends are out on a street unless you pony up the green."

Dr. Animo smirks as he picks up a frog from one of the tanks, putting it on the floor and puts on a helmet with metal horns "Pony up...interesting choice of phrases...You must be an animal lover. Then you're gonna love this."

The landlord pauses before he begins laughing mockingly "What's that? You a member of the moose lodge or something?"

"This is my transmodulator. Phase number one: it creates and accelerates mutations at the genetic level. Observe." Dr. Animo explained with a dark smirk as he twists a button on his chest, activating the transmodulator.

Beams shoot out and down from the horns of his helmet, mutating the frog on the floor into a gigantic version of itself. The landlord screams as he looks up at the frog which opens its mouth and shoots out its tongue, engulfing him as Dr. Animo cackled.

"I'm sorry? I can't hear you. It sounds like you have a frog in your throat! Ah-ha-ha-ha-ha! Or is that the other way around?" Dr. Animo continues to laugh as the frog spits the landlord out who groans and passes out "So close to having what is rightfully mine. All I need is a few lousy components to finish my work!"

Dr. Animo turns to listen to an advertisement on his T.V as an announcer spoke "So whether you're in need from hair spray to state of the art electronics, you'll find them under one roof at the grand opening of the district's newest Mega Mart!"

"Ahh! Just what the doctor ordered." Dr. Animo laughed cryptically.

~

Later in the day at the Mega Mart, Red, Ben, Gwen and Max were walking down the aisles as Max pushed a cart while looking around for whatever it was he wanted to buy. Ben looks around boredly but perks up when he spots the Sumo-Slammer cereal aisle and each box would come with Sumo-Slammer cards, he strays away from the group without them noticing.

"Sumo-Slammer cards, cool!" Ben exclaimed as he picks up and looks over one of the boxes but then he adopts an evil grin with a mischievous idea "Hmm..."

The same happens with Red as she spots the snack aisle across the cereal aisle and she strays from the group towards the snacks curiously.

"Cheezy Chungus?" Red questioned curiously as she picked up one of the chip packets.

She then opened the packet and took her first bite of one of the chips. Letting out a satisfied hum, Red kept eating more of the chips and as soon as she was done with the packet, she grabbed another and devoured all the contents inside.

Meanwhile with Max and Gwen, Max picks up a canned octopus with a disappointed look.

"Only canned octopus? I thought this store prided itself on wide selection." Max commented.

"Uh, Grandpa? No offence, but can we have a normal dinner for once? You know, one that doesn't involve stir-fried tentacles?" Gwen asked.

"Huh!? Nonsense. Now where do you suppose they keep the sheep's bladders?" Max asked as he looked around.

Gwen hears Ben's alien watch activate as a green flash shone in the background to which Gwen narrows her eyes suspiciously at "Ben..."

She separates from Max and rounds the corner, gasping as she sees the entire cereal aisle in tatters. At the sound of footsteps, Gwen turns to see Red approaching her with a bag of Cheezy Chungus in hand.

"Did Ben just transform?" Red asked.

Gwen looked back at the mess "Yeah..."

Red widened her eyes at the mess while licking her lips of the chip dust "Whoa...I'm guessing Ben didn't have breakfast huh?"

"Ha, ha..." Gwen drawled out as she rolled her eyes, spotting one of the few cereal boxes left over on the shelves shaking and she approached it.

"Oh man, another red card!" A nasally voice exclaimed and a newly transformed Ben popped up from the box.

Ben had transformed into a grey-skinned, frog-like, bipedal alien that was only four inches tall with large green eyes, which have rectangular pupils and horizontal eyelids. He wore a white jumpsuit with a thin vertical black stripe down the front, his forehead had a larger version of the jumpsuit's stripe, and the Omnitrix's symbol was on his back. This was the Galvan, Grey Matter.

"Gotcha!" Gwen shouted as she grabbed Grey Matter and brought him face to face with her "What are you doing?"

"Dude, why're you so tiny?" Red laughed.

Grey Matter rolls his eyes at her and folds his arms "I was looking for the gold Sumo Slammer Card, duh."

"I don't get why you're so obsessed with them anyway. They're just big sweaty guys wearing diapers that wrestle each other." Red said as she dug around the Cheezy Chungus packet.

"If you think that's just what Sumo-Slammers is about then you'll never understand the ways of these awesome warriors of awesomeness!" Grey exclaimed passionately.

"Right..." Red drawled out as she went back to her chips.

"You're supposed to use your powers to help people, not find some stupid trading-card." Gwen said.

They suddenly heard footsteps and turned to see the store manager approaching them so Gwen quickly hides Grey Matter behind her back as she turns to face him.

"Ahem." The manager said as he looked around at the mess with an angry expression "Just what do you two think you're doing?"

"It wasn't me! It was my doofus cousin!" Gwen exclaimed.

The manager turned his head towards Red who looked around.

"Oh, yeah no that's not me." Red said with a shake of her head "I'm completely innocent in all of this."

The manager narrows his eyes at her once he spots the Cheezy Chungus packet in her hands "And where did you get that packet of chips from?"

"The snack aisle." Red responds as if it was the most obvious thing to say at the moment.

"And did you pay for it?" The manager asked.

"Pay? You gotta pay for this stuff!?" Red exclaimed with her jaw dropped.

Gwen face palmed and Grey Matter covered his mouth to hold in a laugh as the manager growled angrily.

"Ok man, calm down. I only had like 10 of them." Red said.

"You what!?" Gwen and the manager exclaimed in shock.

They heard a man scream in shock and ran towards the sound which was at the snack aisle. The man was an employee at the Mega Mart and he had his jaw dropped along with the manager, Gwen and a hidden Grey Matter at the entire snack aisle filled with empty packets of chips and boxes.

"Was there some kind of tornado happening here!?" The employee exclaimed.

The manager glares at Red and Gwen gives her a scrutinizing gaze to which she responded with a burp.

"Sorry?" Red asked with a nervous smile.

Max looks hard at all the boxes of cereal and Cheezy Chungus packets stacked and piled in their shopping trolley.

"So...uh...why are we buying all this cereal and snacks?" Max asks.

"I have a problem." Red admitted.

"Well, we would have only had to buy the one that I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt." Ben said.

"It's not that big." Red muttered quietly.

"Hello? You were trashing the whole cereal aisle just to find some stupid piece of cardboard." Gwen said.

"Ben, now I can appreciate how much this card means to you, but don't you think you're getting a little...obsessed?" Max asked.

"Maybe you're right, Grandpa. I don't deserve a gold Sumo Slammer card." Ben said sarcastically "I mean; it's not like I rescued a bunch of people from a burning building or anything like that."

"Superhero guilt? Pretty low." Gwen said.

"Not awesome Ben." Red said.

Ben shrugs "Hey, whatever it takes."

Ben notices a Sumo Slammer card display and walks over to it along with Red.

"Huh? Yeah! Sumo Slammer cards; a complete set!" Ben exclaimed.

"I still don't get it." Red said.

"Let's check out the pet department." Max said to Gwen and walked to said department.

Gwen followed unenthusiastically "Please tell me you aren't looking for our lunch..."

"Someday you'll be all mine." Ben said as he stares at the cards.

"I think I'm not the only one with a problem." Red said with a raised eyebrow.

Suddenly the entire shop begins to rumble as TV sets fall from their displays and the wall bursts revealing Dr. Animo mounted on his giant frog.

"What the heck?" Red uttered.

"Whoa," Ben let out as Dr. Animo got down from the frog and began pocketing the electronics "Hey, what do you think you're doing?"

Dr. Animo looked towards him and the giant frog uses its tongue to knock stacked boxes on top of Ben and Red.

"Don't be a hero, kid. Just run along and play." Dr. Animo mocked as he went back to swiping the electronics.

Ben looks at his uncharged watch "You are so lucky I can't go hero."

"You can't," Red said as she smirked at him and her Pokedex glows "But I can."

Red crawls out from the boxes and helps Ben up, she runs towards Dr. Animo while activating her watch.

"Hey frog man!" Red shouted which made Dr. Animo and the frog look towards her "Try this on for size!"

Red slammed the dial down and transforms into an insect-like Pokémon with an appearance similar to that of a yellow chrysalis with jet black eyes and the Pokedex symbol on her forehead. Red had just transformed into the cocoon Pokémon, Kakuna.

Kakuna flies into the frog's stomach and ricochets off it, bouncing back and skidding right in front of Ben.

"Well that didn't work out as you planned huh?" Ben asked as he picked Kakuna up.

"Hmph! Hmph! Hmph!" Kakuna tries to speak but her voice was muffled.

"You can't talk!?" Ben exclaimed.

"Hmph! Hmph!" Kakuna shouted.

"Interesting..." Dr. Animo muttered "You there! Child! Give that chrysalis to me!"

"What? No way!" Ben shouted.

"That wasn't a request." Dr. Animo stated as the frog shoots its tongue out at Ben who barely dodged it.

"Freeze!" A security guard shouted.

Dr. Animo turned to see two security guards staring at him bewilderingly.

"Uh...put your hands up!" The other security guard shouted.

Dr. Animo ignores them and mounts the frog, riding away and after Ben as one of the security guards reports on his walkie-talkie.

"Uh, we got a grab and dash in Electronics. Male, five-foot-six, riding a giant frog...yes I said frog. Trust me, you can't miss him." The security guard reported.

Max and Gwen watch the animals, oblivious to the situation in the pet aisle. They hear Ben screaming and see him running towards them with Kakuna in hand and Dr. Animo jumping towards them. Dr. Animo shoots a beam past towards them and Max manages to grab Ben and Gwen, pulling them out of the way as he dodged the beam.

The beam hits the parrot and hamster, mutating them into big monsters as he laughs.

"Arise to your full potential, my pets!" Dr. Animo laughs as they roar.

"Oh, man. What kind of pet food are they selling around here?" Ben exclaimed.

All of Dr. Animo's mutated animals stand aligned with him as he laughs.

"Behold the genius of Dr. Animo. Nothing can stop me from getting what I deserve. Mark my words! Today I will make history or should I say...prehistory!" Dr. Animo announced.

Gwen looks down at Kakuna and Ben's watch "Seriously! Two super powered doofuses and none of them are even remotely useful when the time calls for it!?"

"Hey it's not my fault Red turned into some kind of bug football!" Ben retorted.

"Is she supposed to turn into a butterfly or something?" Gwen asked.

"Hmph! Hmph! Hmph!" Kakuna shouted.

They gasp and scream as the hamster roars, taking a step forward and runs after them. As they're running, the hamster leaps over Ben and Red, cornering his family. Ben looks down at the still inactive watch and into Kakuna's eyes.

"Two super powered doofuses gotta make do with what they got, let's take down this overgrown fur-ball!" Ben stated.

"Hmph!" Kakuna shouted with a determined look "Hmph!"

Kakuna glowed a silver color briefly and Ben could feel that Kakuna was heavier and her shell was harder.

"That's what you can do, seriously?" Ben asked.

"Hmph! Hmph!" Kakuna shouted.

"All right, all right, geez. Just keep doing that, I have a plan." Ben said as he took the nearby scooter and grabbed a football, lobbing it at the hamster's head and getting its attention.

"Hmph!" Kakuna shouted and she glowed again, getting heavier and harder skin as Ben drove away on the scooter with the hamster following.

Kakuna keeps glowing as Ben maneuvers around the aisles and he smirks once he sees a ramp. He goes full speed towards the ramp as the hamster follows and once he's launched in the air, the hamster jumps at him.

"And touchdown!" Ben shouted as he throws Kakuna at the hamster's head.

The impact was powerful and swift as it brought down the hamster with a crash and knocking it out as Ben lands on the other side of the ramp with the scooter.

"Hmph!" Kakuna huffed as the Pokedex glows and transforms her back into Red.

Red sits up, still on the hamster and chuckles "Guess I really am hard headed."

"Ben!" Max shouts.

"Red!" Gwen shouts as they both approach the two heroes.

"Uh-huh! That's right! Not even giant hamsters can mess with Ben Tennyson!" Ben celebrated but he stopped when Red let out a cough with a raised eyebrow "And Red. Ben Tennyson and Red."

"Clean up on aisle six." An employee over the intercom announced.

Dr. Animo, on his frog, hops to the family with an angry look "You fool! You cannot stop me! I will turn Washington D.C. into Washington B.C.!"

Dr. Animo then jumps from his frog onto the mutated parrot and flies off with the frog following.

"Am I the only one with no idea what he meant by that?" Red asked.

"You saved the store! If there's anything I can do to repay you...anything you want." The store manager says to both Red and Ben.

Ben looks towards the gold Sumo Slammer cards and grins as Red smirks at a packet of Cheezy Chungus.

"My mind's telling me no but my body, my body!" Red sings as she walks towards the packet but Gwen grabs her arm and drags her away "Hey! What the-!?"

"C'mon, those things aren't even healthy for you." Gwen said.

"That's the point!" Red whined.

"Now that you mention it..." Ben says looking towards the cards until Max drags him away "Grandpa, I was finally gonna score the gold Sumo Slammer card!"

"No time for that now, Ben. We have a giant parrot to follow." Max says and both Red and Ben adopt grumpy looks.

~

It was now night time in the city as the rust Bucket chases down Dr. Animo's parrot.

"Ah, just like the good old days...before I retired." Max reminisces.

"So, exactly, what kind of plumber were you, Grandpa?" Gwen asks.

"Uh...yuh...a darn good one." Max says nervously.

"Sure..." Gwen says as she goes back to her laptop but notices Red sucking on her thumb across from her "Did you regress into being a baby or something?"

"What? No." Red said, wiping her thumb with her jacket.

"Then why are you sucking your thumb." Gwen asked.

"I'm trying to find any kind of leftover taste from the Cheezy goodness." Red said with a sulking tone.

"You are seriously obsessed with those things, almost as bad as Ben is with his dumb Sumo Slammer cards." Gwen said.

"Well I've never had anything like them before and they're delicious." Red retorted.

"There are healthier things out there is all I'm saying." Gwen said as she continued typing.

"What you up to?" Red asked.

"Trying to find any clues about our weird doctor." Gwen said.

"Cool, let me see." Red said as she slid out of her seat and stood close to Gwen but was disappointed at seeing all the words on screen, she turned her head to look at Gwen "Dork this is one of the most boring things I've seen."

Gwen blushed at how close their faces were and pushed her back "W-well don't look at it if you don't want to."

"I think I'm just gonna go back to sucking my thumb." Red said and does so as she sits down across from Gwen again.

Gwen gasps after a few minutes "Bingo! Five years ago, Dr. Animo was promising researcher in veterinary science. But it turned out her was doing all these twisted genetic experiments where he was mutating animals, and when he didn't win some big prize called the Verities Award, he flipped out. Anything about this sound familiar, Ben?"

Ben doesn't respond and just looks out the window as Max glances around at the sky in vain.

"We've lost him. He could be going anywhere in Washington D.C." Max says.

"Or Washington B.C." Red says.

Ben perks up with a gasp "That's it! I know where he's going, the Natural History Museum."

"Book it Gramps!" Red exclaimed as Max smirks and drives towards the museum.

~

At the museum, Ben finds a giant feather at the stairs.

"Something tells me we're on the right track. Good thinking, Ben." Max says.

"Yeah, good job man." Red said with a thumbs up.

"Guess even a doofus can surprise you once in a while." Gwen remarks.

"And you should know." Ben retorts which causes Gwen to roll her eyes and Red to chuckle.

As they explore the museum, they come across the Mega Mart electronics in a pile and Dr. Animo not too far away from them.

"You...are very persistent. I hate persistent." Dr. Animo states, turning towards them.

"We all know about you and your freakazoid experiments, Dr. Animo. It's over." Ben stated.

"Oh, but it's only just begun. See, I only needed a few components to push my work into phase two: the re-animation of dormant cells." Dr. Animo explains.

"Again, am I the only one with no idea what he meant by that?" Red asked.

"Breathing life back into that which has been long since lifeless. Observe." Dr. Animo shoots a beam, re-animating a mammoth on display and it roars to life "Behold the genius that is Dr. Animo!"

"Now would be a really good time to go hero..." Gwen says as Dr. Animo runs off.

"No duh." Red says.

"You guys get Animo, I'll take care of Jumbo." Ben said.

Red nodded "On it, let's go!"

As they ran off, Ben transforms into a humanoid alien that is approximately twelve feet tall with well-developed muscles, two pairs of four-fingered arms and red skin. A black stripe goes from his chin to his lower lip and he had four eyes, a main pair and a smaller pair below them. He wore a white T-shirt with a black line going down it, black pants and fingerless gloves. The Omnitrix symbol was on his upper left shoulder. This was the Four-Armed Humanoid, Four Arms.

"Whoa..." Red muttered as she looked back but continued to run.

"Let's wrestle!" Four Arms says in a deep voice and runs towards the mammoth.

Red, Gwen and Max come across the giant parrot, Red was about to transform but Gwen stops her and picks up a spear from a caveman display. She spins it and slams the spear down on the parrot's head, multiple times until it broke. The parrot screams in pain and runs away with Red and Max watching in shock.

"You two aren't the only one with skills." Gwen says with a smirk as she winks at Red.

Red gulps with a small blush on her face as they continued on towards Dr. Animo. Dr. Animo smiles and re-animates a Tyrannosaurus Rex and it roars, Dr. Animo jumps onto its back and it turns around, almost hitting them with its tail.

"I'd love to stay, but I need to claim the award I so richly deserve." Dr. Animo laughs as he and the T-Rex run off.

Suddenly the parrot swoops down and grabs Gwen as she screams, flying out of the museum.

"Gwen!" Red shouted.

Four Arms runs out of the museum with Red following them. Four Arms jumps towards the parrot and grabs its tail feathers.

"No bye-bye for you." Four Arms growls but the feathers he was holding pluck off and Four Arms screams as he falls the ground with a crash.

Red catches up to him, just in time to see him transform and crawl out of the crater. The Rust Bucket drives up and Max slams the door open.

"Somebody call for a taxi?" Max asks.

"You guys get Animo, I'm going after Gwen." Red said as she fiddles with her watch.

"Wait, you can't do this by yourself." Ben says.

"I can and I will. I promise that she'll be okay, you guys just stop that madman." Red said as she slams the dial down and transforms.

Red had transformed into an ostrich clad in steel armor with long, sharp-taloned legs and a head that looks like she was wearing a steel helmet covering her beak as well as red feathers and the Pokedex symbol on its back. This was the armor bird Pokémon, Skarmory.

Skarmory squawks and shoots into the air, following the direction the parrot had taken Gwen.

"C'mon Grandpa," Ben said with a smile "Gwen's gonna be just fine."

Gwen dourly hangs with her arms folded as the parrot was carrying her by her backpack and flies towards the Washington Monument.

"'Spend a summer with your Grandpa, honey. It'll be an adventure.'" Gwen mocked as she reminisces a conversation she had with her parents.

She reaches for her cellphone "Well, my mom said only use in an emergency...I guess this qualifies."

The parrot leaves Gwen on top of the spike of the monument and as she is about to call Max, she drops her phone. Suddenly a silver blur passes the phone and catches it in its mouth then zooms around, tossing the phone through the window in the monument.

Skarmory flies up and grabs Gwen by the backpack with her talons who was about to fall. She gasps and looks up at Skarmory who smiles down at her.

"Didn't think you were falling for me that hard Dork." Skarmory teased.

Gwen smiles "This one's new."

"Yeah, I just went for the one that looked like a bird the most." Skarmory replied.

"Anyway, thanks for the save." Gwen said but notices the giant parrot flying towards them "Incoming!"

"Hang on!" Skarmory shouts and expertly dodges the parrot "Air Slash!"

Skarmory's wings glow and as she flaps them, glowing buzz saws of air fly towards the parrot, cutting it and doing significant damage. The parrot screams angrily and sloppily flies towards them but Skarmory dodges and flies towards the window at the Washington Monument

The parrot flies under them and up to block the window as Skarmory glares and her wings glow a silver color.

"This'll be close so trust me okay?" Skarmory asks.

Gwen nods "I trust you!"

"Steel Wing!" Skarmory shouts as she tosses Gwen up in the air and charges at the parrot with steel feathers around her steel wings.

With a bone cracking crash, Skarmory hits the Parrot onto the building and multiple steel feathers land multiple hits on it right after and knocks it out as it falls to the ground. Skarmory bounces off the wall of the monument and flies up towards Gwen, catching her by the backpack and through the window as the Pokedex glowed and beeped.

With a white flash, Red had transformed back to normal. Gwen groaned and pushed herself up, gasping and blushing at seeing that she was on top of Red who was holding onto her tightly.

"You okay Gwen?" Red asked, eyes shadowed by her hat.

"Y-yeah...thanks for saving me." Gwen replied.

Red sighs in relief and grins at Gwen "That's a relief, I'm glad you're okay."

Gwen smiles and lies back down on top of Red who made no effort to move.

"We should go help Ben and Gramps." Red said.

"Just a little longer...please?" Gwen asks.

Red sighs with a smile "Okay."

~

The T-Rex roars as Ben, now transformed into an alien with a bug/insect body and four insect-like flat legs with two arms. He had four pedunculated eyes that were pretty small and were linked to the sides of his huge head. His wings were light green and very fragile with lines on them and his limbs were a green color. His tail was antenna like and sharp and he wore a white sleeveless jumpsuit with black lining which covered most of his body, including his head and tail and his eyes were yellowish-orange. The Omnitrix symbol was on top of his forehead. This was the winged insectoid, Stinkfly.

Stinkfly gets swiped down by the T-Rex and lands by a gold Sumo Slammer card in a pile of rubble.

"Whoa, I struck Sumo Slammer gold!" Stinkfly exclaimed.

"Somebody help me!" A doctor screams as the T-Rex tries to eat him.

"Ben!" Max shouts.

"Oh, man! This hero stuff ain't easy." Stinkfly says as he flies towards the doctor and grabs him before the T-Rex could eat him.

Stinkfly puts down the doctor and dodges a beam Dr. Animo fires at him and knocks him down, making Dr. Animo drop his long sought after award.

"No!" Dr. Animo shouts, he feels a tap on his shoulder and turns to see Stinkfly steal his Transmodulator "My Transmodulator!"

Stinkfly breaks the Transmodulator and the T-Rex de-animates back into bones, causing him to fall to the ground as Dr. Animo shouts "No! No! No!"

Meanwhile the parrot changes back to normal and squeaks as it flies up in the air and through the monument window onto Gwen's shoulder.

Red giggles as the parrot squeaks "Don't even try to kiss up to me now."

Later on, the police had arrived to take Dr. Animo away.

"Let me go! I deserve that award! I've got it coming to me! I want it!" Dr. Animo shouts and screams as he was dragged away by the police with Ben and Max watching.

"For some reason, that sounds kinda familiar." Ben says as Max ruffles his hair "C'mon let's go get those lovebirds."

"Seriously?" Max asks with a laugh.

"What? They just left it up in the air." Ben said which made Max laugh harder.

~

The Rust Bucket was now driving out of Washington D.C. with Red, Ben and Gwen sitting at the desk.

"I didn't get that gold Sumo Slammer card, but at least I snagged a trophy from Animo." Ben says as he places a part of the Transmodulator in a box "Plus, I guess saving the city from Dr. Whacko was its own reward."

"Man I wish I could've saved the city." Red complained.

"Well you may not have saved the city but you saved me, thanks again." Gwen said sincerely.

"No problem Dork." Red replied with a teasing grin as Ben laughs.

"Argh! You're so annoying!" Gwen exclaimed as Red and Ben laughed.