It was a sunny day and our gang of travelling heroes had stopped at a small ice cream shop on the way towards their destination. Max stands outside the shop with his ice cream in hand while Red, Ben and Gwen stand inside the shop, deciding on which type of ice cream they wanted.

A pickup truck backs up towards the store and a young man in a leather jacket jumps out and pushes Max away as he walks past him.

"Out of the way, grandpa. I got a major withdrawal to make." The young punk says as he approaches the ATM by the shop.

Inside the shop, Red, Ben and Gwen look at all the ice cream in the barrels as the employee working in the shop waits for them.

"So this is ice cream huh? Is it good?" Red asked staring at the different types of ice cream.

"Yeah, especially when you eat it all really fast." Ben says with a smirk.

"Cut it out," Gwen says as she elbows Ben's arm then looks at the employee "What do you have that's nonfat with less than 3% sugar?"

"Napkins." The employee replies dryly then looks at Red and Ben "What about you two?"

Ben noticed the punk outside and smirks "I'm about to go rocky road."

With a green flash Ben transforms into an alien with a black exterior and a white torso with green stripes that resembled circuitry all over him. There was a green circle on his head and the Omnitrix symbol was on his chest. This was the Galvanic Mechamorph, Upgrade.

Upgrade slips through the door and merges with the pickup truck outside as Red looks up from staring at the ice cream.

"I'll take one of everything." Red says with a smile.

"Aren't you gonna help Ben?" Gwen asks.

"Yeah, sure, after the ice cream though." Red replies and Gwen sighs.

The punk places a hook on the ATM and smirks at his friend in the truck "Hit it!"

The punk in the truck smirks and tries to drive away but nothing works and the entire truck changes with Upgrade's green symbol appearing on the dash.

"Your cash request has been denied." Upgrade states and he screams.

After a few moments, the truck door opens and the punk falls out with a grown. A white flash emits from inside the store and the door opens with a ring as the punk by the ATM backs up fearfully from the truck and once he sees Upgrade un-merge from it.

He stops once he bumps into something behind him and screams when he sees what he bumped into once he turned around.

What the punk bumped into was a very muscular Pokémon with purple skin and red marks lining her arms with red eyes, sharp fangs and three spikes atop her head. She wore a wrestling belt and black shorts, the Pokedex symbol was imbedded on the belt buckle. This was the superpower Pokémon, Machoke.

Machoke had a bunch of ice cream cones in her hands and smirked at the punk "Sup."

The punk screamed and attempted to run but Machoke stopped him by grabbing him by his head.

"Hang on a sec," Machoke said as she ate one of the cones "I thought you wanted to make a withdrawal, let me help you out with that."

Machoke, making sure to hold back significantly, slams the punk's head on the ATM which knocks him out immediately.

"Whoa! Never seen this one before." Upgrade says as Gwen leaves the store.

Machoke kneels down and hands Gwen one of her ice creams who thanked her in return "Yeah, I just picked the closest one I could find."

"Good work to the both of you." Max says.

"Oh, yeah. I'm ready for anything. Bring it on. What's next?" Upgrade asks excitedly.

"We're heading off to see your Aunt Vera for the weekend." Max says.

"Aw, boring old Aunt Vera? No!" Upgrade whines.

Machoke laughs "This should be fun."

~

The Rust Bucket drives through a deserted area and Gwen looks on from the window.

"When Aunt Vera said she wanted to move away from it all, she really meant it." Gwen comments.

"Was she a busy person?" Red asked from the front seat.

Max chuckled "Very, she was the type of person that wanted to try everything and had actually tried everything."

"Oh, man. This summer was supposed to be about f-u-n, not hanging out in some old lady's place." Ben complained.

"I like Aunt Vera." Gwen says.

"Duh. That's because you act like you're 100 years old." Ben retorts to which Red chuckles at.

They reach a retirement community with elderly people enjoying their lives peacefully much to Ben's chagrin.

"This is gonna be so boring." Ben complains "Their idea of excitement in this place is probably watching the grass grow."

As he does this, he suddenly sees an old man that was climbing on his roof, trying to reach his satellite, but he started to slip down. Instead of falling off though, he made an expert Olympic-level backflip off the roof and lands safely on the ground as they passed by much to Ben's shock.

"Whoa! did you see that?" Ben asked.

"You call this place the most boring place ever and now you're seeing something cool? Are you feeling okay?" Red asked.

"Exactly," Gwen agrees "The heat must be frying that pea-sized brain of yours."

They soon arrive at Aunt Vera's house, which was a normal looking one that was similar to many other houses in the retirement community. Ben is the first to step out and he holds his hand up to protect himself from the glaring sun.

"Seriously, why do old people have to live where its soooo hot!" Ben complained but then Gwen walked up behind him and surprises him by spraying a water gun on his head "Hey!"

She laughs and runs away, Red chasing after her "Pass it here Dork! I need a refresher from all this heat!"

"Catch me if you can!" Gwen teased.

Ben shook his head and looked around noticing an old man staring at him through a window. He hisses at Ben, cracks his neck in all directions, and shuts the blinds on him much to Ben's confusion.

"Huh, they really make you feel welcome here..." Ben said as Max got out of the Rust Bucket and walked past him.

"Just watch your cheeks, Vera's a pincher!" Max joked as he rang the doorbell.

The door opened to reveal a large woman with shoulder length graying hair and black eyes. She wore pearl earrings, a pearl necklace, a purple shirt with black tights and purple shoes. This was the overbearing aunt, Vera Tennyson.

"Max!" Vera happily exclaimed.

"Vera!" Max exclaims with equal excitement.

Red and Gwen stop running around and stand with Ben, Red now covered in water though. Vera comes out and gives her brother a hug then approaches the kids and starts hugging Gwen and pinching her cheeks. Red went to activate her Pokedex but Ben stopped her with a surprised look.

"What are you doing!?" Ben whispered.

"She's hurting Gwen!" Red whispered.

"She's not really hurting her...it's just how she greets people." Ben explained.

"Ohh..." Red said, deactivating her watch.

"I can't believe you're finally here! And look at you two, so...grown...up!" Vera gushed, letting go of Gwen and moving over to Ben with a hug and a pinch to the cheeks.

"Oww!" Gwen let out as she rubbed her cheeks.

"Oww!" Ben let out once Vera was done with him.

She looked over to Red with a surprised look "Oh, and who is this little cutie?"

"Oh, Red's a friend of mine's daughter. She asked me to take her on the road trip since she's not from around here." Max explains.

"I'm an alien." Red states enthusiastically, causing Ben and Gwen to face palm and Max to widen his eyes nervously.

"An alien?" Vera asks.

Gwen awkwardly chuckles "S-she means, she's from another country."

Vera looked at them then back at Red with a laugh "Well, that's super! It just means an extra gets to have a hug."

Vera hugs Red and pinches her cheeks but much to everyone's surprise, after Vera lets her go, Red pinches Vera's cheeks.

"Ben told me this was your way of greeting people, it's weird but I can dig it." Red said obliviously as she let go of Vera's cheeks.

Vera rubbed her cheeks "It's strange being on the receiving of one of those, but anyway come on in! I can't wait to chew the fat with all of you."

Vera walked back to the house, followed by Max and Ben followed while holding in a laugh.

Gwen turned to Red with a smirk "Nice one."

"What?" Red asked in confusion.

Gwen just shook her head with a chuckle, taking Red's hand and leading her into the house "Nevermind, let's just go."

Unknown to them, the old man Ben saw sneers at them through a crack in his blinds.

Ben sniffs the air upon entering the house and crinkles his nose in disgust "Ugh, why do old people's houses always smell like somebody's cooking socks or something?"

"Ooh, do socks taste good?" Red asked, looking at Gwen.

"I have no doubt in my mind that you would make the phrase "put a sock in it" very literal." Gwen said with a sigh.

They all make their way over to the dinner table and sit around it as Vera brings a giant orange gelatin mold with brown and white bits sitting on the plate as it wiggles disgustingly. She cuts it up and passes over to everyone's individual plates, Max being the first to take a bite.

"Ooh, Vera, this is delicious! Now, what are these brown chunks in the mold?" Max asks, chewing in satisfaction.

"Pork chops, and the white parts are cauliflower." Vera answers, causing Ben and Gwen to exchange looks of disgust "And it looks like Red may just like my cooking more than you do Max."

They turned to see Red eating the last of her gelatin and smiling at Vera "Can I have some more?"

"Of course, dear." Vera laughs as Red takes more from the Gelatin in the middle.

"I'm not really surprised, she's the one that actually eats my cooking on the road." Max said, causing Vera to laugh again and him joining her.

"So, Ben, what have you been doing so far this summer?" Vera asks.

"Dealing with alien life forms with Red." Ben answers bluntly.

"Ohoho, you!" Vera laughed while Red and Ben exchanged looks but just shrugged.

Gwen notices Vera's shelf and gets up from the table to see. Various frames and trinkets are on the bottom shelves, but the top shelf holds many stuffed birds of different species.

"Aunt Vera, is that a stuffed Red-Billed North American Chickadee?" Gwen asks.

Vera gasps and quickly joins her "How perceptive, Gwen! And did you know the song of the Red-Billed North American Chickadee is actually-"

"A call indicating alarm or excitement! Brrrrr!" They both let out.

"Psst, Ben." Red whispered and he looked at her "Pass me Dork's gelatin."

Ben looked at Gwen's plate and smirked at Red "Only if you take mine too."

"You act like I wasn't going too, deal." Red replied with her own smirk.

So while they were distracted, Ben moves his slice and Gwen's slice of mold onto Red's plate who licked her lips and started digging in.

"I am totally stuffed!" Ben voiced out, rubbing his stomach.

"Ben, would you like some candy?" Vera asks, bringing him a bowl of small brown pieces.

"Now we're talking!" Ben exclaims, delightfully shooting one in his mouth but he pauses and spits it out "Ugh! Coffee!? As a candy!? Is this some kind of joke?"

Red burps, finished with everything on her plate "Dude, I'm totally stuffed!"

Ben gets up and runs off "I need to use the bathroom!"

Gwen moves over to Red and whispered "Did you eat my gelatin?"

"Yup." Red replies with a nod.

Gwen smiles in relief and kisses her cheek "Thanks."

Red grins "No problem!"

Ben runs into the bathroom and shuts the door "It's attack of the old people! I gotta get out of here."

He gets an idea and activates the Omnitrix, scrolling through and slamming it down on an alien he had chosen. He had transformed into a phantom/ghost-like alien with a gaseous appearance and claw-like hands, grey skin with black lines running all over him and the Omnitrix symbol peeked out of his skin on his lower chest and he had a pink eye with a black pupil. This was the Ectonurite, Ghostfreak.

Ghostfreak flies out of the bathroom, making himself invisible while Vera continues to show Gwen her collection as Red boredly followed them.

"And this one is a Valentiana." Vera says, handing the shell to Gwen and walking off to Max "Can you hear the ocean?"

Gwen holds the shell to her ear, expecting to hear the ocean but instead she hears a whispering voice "Loser..."

Gwen's eyes become wide as the voice continues "Looooser..."

Ghostfreak cackles as he reveals himself to Red and Gwen.

"Ben?" Red asks.

"See ya, wouldn't wanna be ya!" Ghostfreak says with a wave and flies out of Vera's house, he looks around the neighborhood mischievously "There has to be something fun to do around here..."

He spots a golf cart and widens his eye "Hello!"

After a few moments of staring at the ceiling, Red smirks "So, I'm gonna go to the bathroom."

"Make sure he doesn't do something dumb at least?" Gwen asked.

"It's Ben." Red replied.

Gwen sighed in annoyance as Red chuckled and ran off, shutting the bathroom and scrolling through her Pokedex.

"Let's see what you can do." Red said, slamming it down and transforming in a white flash.

She transformed into a gaseous body with a round head flanked by three large, spiked protrusions on either side. She had triangular eyes with small pupils and a mouth with a long, pink tongue. The gases composing her head curve into her mouth to form several pointed teeth. Disembodied hands with three clawed fingers each float in front of her body. Her body tapers into a jagged tail and the Pokedex symbol was embedded on her chest. This was the Ghost/Poison Pokémon, Haunter.

Haunter cryptically laughs as she floats out of the house through the ceiling and she looked around to see any signs of Ben.

"Now if I was a ghost, which I am, what would I do?" Haunter asks herself in her ghastly voice, she flies around and spots a pie on the windowsill of a house "I may be full but desert was never off the table."

Haunter flew towards the pie and opens her mouth to take a bite but the sounds of Ben screaming stopped her.

"Ben!" Haunter exclaims and flies towards the screaming.

She spots Ben trying to escape in a golf cart from an old man that was growling and hissing at him. She brandishes her claws and flies towards the man, slashing at his face but much to her surprise her claw went right through.

"Red!?" Ben exclaims in question upon seeing Haunter.

"Ben! What the heck kind of vitamins are these old people taking!?" Haunter shouted.

"That's what I said!" Ben shouts back.

Haunter got an idea and lobs out her large tongue "Lick!"

She gave the old man and lick from his waist to his face and he growled but froze, now paralyzed from the effect of Haunter's attack.

"Drive!" Haunter shouts and Ben kicks it into high gear, driving off with the Haunter flying right by him "Mind telling me what the heck is going on!?"

"I don't know; these old people are weird like way weirder than I ever thought they were. They jump around like they're in the Olympics and you saw what just happened, your claw literally went through that guy's face!" Ben exclaimed.

Ben feels a rumble above him and they both look up at the roof of the cart to see the old man extending his arms, trying to grab Ben.

"No!" Ben shouted, trying to maintain his grip on the wheel.

"Shadow Ball!" Haunter shouts, forming a purple ball of dark energy in her hands.

Ben swerves the cart as Haunter shoots the ball at the old man. He is blown off the cart and the ball blows up while he was midair. The old man tumbled onto someone's lawn, growling and screaming in pain from the attack as Haunter and Ben watched.

Suddenly, a sprinkler system goes off next to the old man and he winces at the water. Running away with a limp as he clutched his stomach. Haunter's Pokedex beeps and with a white flash, she transforms back to normal while Ben tiredly slams his head down on the steering wheel of the cart.

"Okay...what just happened here?" Ben asked.

"A whole lotta messed up stuff, that's for sure." Red replied.

~

At sundown, Red and Ben finally get back to Vera's house. They burst through the front door and rush to Gwen and Max who were both in the kitchen.

"Grandpa!" Ben exclaimed.

"Gwen!" Red exclaimed.

"Shhh, your Aunt Vera's in bed." Max shushed.

"Wait, seriously? Isn't it like 6:30 right now?" Red asked.

"Nevermind that! Listen, this whole place is way creepier than I thought. First, this old lady runs up a wall and munches a fly! Then Marty, that weird next door neighbor, is an E.T. or something! With a face on the back of his head, and these long sticky arms and this body that oozed right through this gate and -!" Ben rambled but Gwen cut him off.

"Ben, you snuck out. Aunt Vera was hurt." Gwen said.

"Focus woman! There is literally a man that can have a whole claw go through his face out there!" Red exclaimed.

"I say I go Four Arms and we check out Marty's apartment." Ben suggested.

"You seriously called one of your aliens Four Arms?" Red asked.

"Better than your weird names that's for sure." Ben retorted.

"Shut up, they're unique!" Red exclaimed.

"Well, maybe we should do some investigating, but the both of you stay as you are." Max says as he mimicked an old man voice "Us old fogies don't forget as much as ya think."

With a laugh and a wink, he exits the room and leaves the three kids in the kitchen.

"You know, ever since that day in the woods, you two are like magnets for the weird." Gwen says.

Red and Ben smirk at each other and stiffen up their bodies, pointing at Gwen like magnets.

"You're right!" Ben says.

"Getting some really weird vibes over here." Red said.

"Very funny." Gwen says unamused.

~

Max opens the door to Marty's apartment with the kids behind him and they all look around.

"Hello?" Anyone home?" Max asks.

The apartment was dark and deserted with no signs of life. The pendulum of a grandfather clock swings to and fro as Red, Ben, Gwen and Max walk past. Something suddenly startles them, but Max turns on the lights to reveal that it was only a jacket on a coat rack, blowing from an open window beside it.

"Well, nothing here seems out of whack." Max says.

"Besides this being the creepiest apartment ever." Red said.

"And what he rolled up in his rug...which was right there." Ben said as he pointed to a rug outline on the floor, making Max adopt a puzzled look.

"Can we get out of here now? This place gives me the heebee jeebees." Gwen said with a shiver.

"I second that." Red said.

"C'mon, let's go." Max said, leading them out of the apartment.

They head back to Vera's house and Max yawns, looking at the clock and noticing how late it was. He gets three pillows and blankets from the cupboard in the hall and hands them out to them.

"You three are gonna have to sleep on the couches, I'll be in the guest room if you need me." Max says.

"But Grandpa!" Ben protests.

"There's nothing more we can do tonight." Max says tiredly "I'm going for an early walk in the morning, but once I'm back, we'll check things out again. Now get some rest."

With that, Max turns off the lights and heads to bed with the kids following suit. Unknown to them though, Vera had just been abducted by some kind of green blob.

The next morning, Ben and Red go through Aunt Vera's fridge while Gwen pours a glass of water.

"Prune juice." Red says.

"Prune juice." Ben says.

"Surprise, surprise, more prune juice." Red said disappointedly.

"Why does it seem like old people were always old?" Ben asked.

"That doesn't even make any sense." Gwen says as Vera enters the kitchen but something was a bit off about her "Morning Aunt Vera, how'd you sleep?"

"Just...fine. How about you?" Vera asks strangely as she violently grabs Ben's cheeks and shakes them.

"Fine, Aunt Vera!" Ben said in a pained voice.

"These greetings of hers really seem like she's attacking people." Red whispered and Ben shrugged.

"I made you some coffee." Gwen says as she brings her a tray with a mug of coffee and a glass of water but she trips and spills the both of them on the kitchen floor but Red had managed to catch Gwen and stop her from falling.

"Thanks." Gwen said with a smile and Red nodded.

Just before the spilled water made its way to her shoes, Vera jumps up and holds a perfect split in the room.

"Clean it up! Clean it up right now!" Vera shouts.

"I'm sorry!" Gwen apologizes and does what she's told while Red glared at Vera.

"That is not how you talk to people!" Red shouts.

Vera lands back on the ground and brushes Red off, looking over at the guest room "Where did your grandfather go?"

"He said he was going for an early walk." Gwen answers.

"...Well, behave yourselves. I'll be back soon." Vera says as she walks out of the house.

"She is totally one of them!" Ben exclaims.

"She better be, if she isn't then I don't like your Aunt very much." Red says as she folded her arms.

"What are you two talking about exactly?" Gwen asks.

"Whatever's possessing these old people. Something or someone's gotten to Aunt Vera, and who knows how many other of the fossils around here." Ben said.

"Since Gramps is taking so long on his walk, let's just go see what we can dig up ourselves." Red suggested.

"Now you're talking." Ben said with a smirk.

They both looked at Gwen who sighed "Let me just get a few things."

~

Sometime later, Red, Ben and Gwen go out and walk through the village, taking alleys and out of sight paths.

"So, where we headed, Sherlock?" Gwen asks, adjusting her backpack.

Ben quickly hides behind the corner of the alley after peeking out as some old folks walk past.

"We need to get to that trapdoor by the dumpster." Ben says, pointing to where Marty had put his rug.

Red holds Gwen back after seeing some more old folks past and once they do, they move quickly, getting closer to the dumpster site.

"It's right over there!" Ben exclaims.

"Just follow the disgusting smell." Gwen comments.

They pass by two old ladies, innocently playing what looks to be street curling with small pucks. But then they suddenly hiss with sharp yellow teeth and whack the pucks in their direction.

"Duck!" Gwen shouts as she evades one.

"Where?" Red asks as she evades one.

"She meant run!" Ben shouts as he evades one.

The three bolt away, pucks flying after them. They hide behind a corner and catch their breath but are startled to see Max suddenly by them.

"Guys, what's going on?" Max asks.

"They're everywhere!" Ben exclaims.

"I know!" Fake Max roars with his teeth now green and arms stretching like Marty "Come here, I'll protect ya!"

"Nope!" Red exclaims, grabbing Gwen and Ben's hands and running away but they were stopped by Fake Marty, Fake Vera and another man, all of them holding up a car as Fake Max walks up behind them.

"Ooh, this is not good!" Ben lets out as they throw the car.

All three of them dodge out of the way of the car, just as Fake Max tries swiping at them. The car hits him instead and he gets crushed by it.

"No!" Gwen shouts.

Red grabs her arm "Gwen, it isn't Gramps! It's okay!"

Green slime flies out from under the car and assembles into Max, save for his left eye, which was now bright green and orange.

"Come on! The trapdoor!" Ben exclaims.

The run over to the dumpster and Red and Gwen start to push it out of the way while the fake elders surround them. Ben slams the Omnitrix and turns into Wildmutt. He roars and grabs the dumpster, throwing it at the elders. He slobbers at the both of them, motioning to the trapdoor.

"Got it!" Gwen says as Wildmutt pants behind them "That's scary, I'm starting to speak mutt..."

"You may just have a bright future as a vet." Red joked and Gwen rolled her eyes with a smile.

The elders get back up on their feet and run after the three. Red opens the door to a giant pit leading underground. With no time, Wildmutt bucks them up on his back and leaps down into the pit.

"Woah!" Gwen exclaims as they fall and Wildmutt tries to slow his fall by digging into a rock wall, though they still hit the floor pretty hard.

"Does the expression 'look before you leap' mean anything to you!?" Gwen exclaims.

"I don't think you're preaching to any choir this time Dork." Red said, motioning to Wildmutt's lack of eyes.

Gwen looks above them and sees the elders crawling down after them and she shouts "Move it!"

Wildmutt speeds down a dark tunnel for a while, only stopping when he comes to a split path as Red and Gwen get off him.

"These tunnels must go under the whole complex!" Gwen exclaims in shock.

"How long have these guys been here?" Red asks in equal shock.

Far behind them, a pair of red eyes stalks them in the dark. Wildmutt senses it and makes out the outline of Fake Max, just as he tries to grab Gwen with his stretchy arms. Red jumped in front of her instinctively as Wildmutt clamps down on the arms and pulls Max into a wall, but he quickly gets up.

"Okay, my turn!" Red shouts, slamming her Pokedex down and transforming in a white flash.

Scyther now stood in her place and she went to work, flying up and towards Fake Max with her claws brandished. She flew around him, with multiple cuts and slashes but he just regenerated himself.

"This guy's like gelatin! Hmm~ gelatin." Scyther said but then an idea popped in her head "You can fix yourself up as much as you can but how fast are you able to do that, ya slime ball?

Fake Max's left eye forms into Max's "Red, wait! It's me gramps!"

"Nice try, but I already know what you really are!" Scyther shouted as her claws glowed with a green aura "Fury Cutter!"

With blinding speeds, Scyther flies around Fake Max and slices him up like ribbons, she stopped her onslaught by skidding to a halt in front of Gwen and Wildmutt. Fake Max's cuts shined through and his whole body fell to the ground in tiny little squares.

Scyther transforms back into Red with a smirk "Now that's what gelatin is supposed to look like."

"I am both impressed and slightly afraid." Gwen says and Wildmutt nods in agreement.

Red climbs onto Wildmutt's back and Gwen joins her as Wildmutt senses something big.

"What?" Gwen asks.

Wildmutt bolts off in a direction, surprising them both and Red manages to hold onto Wildmutt's fur but Gwen almost fell off. She wraps her arms around Red's waist to hold on and Red uses her right hand to keep a firm grip on Gwen's hands.

Red looked at her over her shoulder with a confident smile "I got you."

Gwen smiles and nods but then the Omnitrix starts beeping and they were about to hit a wall of wooden boards and moss.

"Look out!" Gwen shouts and they manage to crash through before Wildmutt turns back into Ben "Hey, freak show! What do we look like, crash test dummies!?"

"Yeah dummy!" Red shouted with her face on the ground as she groaned.

"Listen, I don't know what it is, but I picked up some kind of scent in here." Ben says as Gwen helps Red up.

"Alright, let's see what you got." Red says.

They walk for a bit and find that the tunnel leads to an enormous room with a large spaceship in the middle and small green pods lining the entire floor. They walk for a bit among the pods, looking around in shock.

"It's like everyone in Retirement Village has been podded up." Gwen says.

"I think everyone has." Red said.

"Grandpa!" Ben exclaims as he spots Max in a pod, he runs over and tugs on it.

The pod cracks open and Max falls out, coming to.

"Huh, I was out for a walk, and then...can't remember what happened next." Max says in a daze.

"Don't tell him I turned him into jelly blocks." Red whispers to Gwen who nodded.

Ben reaches for another pod but he was stopped by Fake Vera with two elders by her side.

"I wouldn't do that if I were you." Fake Vera says.

"Well, you're not him!" Red shouts.

"Not yet I'm not!" Fake Marty states and all three morph into their true selves.

They had become green liquid-like aliens with orange eyes and pink internal organs, these aliens were otherwise known as the Limax.

"You can fill me in later." Max says and they all back up from the approaching aliens.

Gwen accidentally touches the back of the ship with her hand and it activates, revealing a doorway to more pods loaded onboard.

"Holy..." Red mutters, seeing all the pods in the ship.

"This must be their ship." Max says.

"They found it! We can't let them out!" One of the Limax says.

"Get the pods on board, they've been marinating long enough!" The main Limax orders.

"Marinating?" Max asks.

Gwen looks inside the ship and see Vera inside one of the pods on a wall and she gasps "They've got Aunt Vera!"

"You guys really burn me up!" Ben shouts as he activates his Omnitrix and transforms into Heatblast "Now' I'm going to return the favor!"

Heatblast unleashes a wave of heat on the Limax but instead of being damaged, they are unaffected and instead grow into one big combined alien.

"Whatever you are, you just made a terrible mistake. Us Limax live for the heat! Why do you think we came to the desert in the summer?" The Giant Limax asks smugly.

"Thanks for the heads up, I'll just take you down with the opposite of heat then." Red states, activating her Pokedex and transforming but instead of what she wanted, she turned into Charmeleon "What part of opposite of heat does this thing not understand!?"

Heatblast frowns and starts punching the Giant Limax's leg as Charmeleon's claws glowed a silver color "Metal Claw!"

They both start attacking the leg with claw swipes and punches but they had no effect and the Giant Limax just grabbed them and throws them repeatedly on the ground. It looks behind it and sees Gwen and Max carrying the pods out of the ship, and spawns two small Limaxes from its back to deal with them.

One of them swipes at Gwen but she ducks and it only knocks her backpack over. All of its contents, including Gwen's water gun, spill on the floor. The two Limaxes suddenly realize what the water gun contains and run away from it in fear. Gwen sees this and grabs the gun, spraying them through the head, causing them to fall as liquid on the ground.

Gwen gasps "They hate water!"

"Like Fake Vera in the kitchen!" Charmeleon shouts, getting slammed on the ground and she groaned in pain.

"Or Marty, when I was on the golf cart!" Heatblast shouts, also getting slammed on the ground.

The giant Limax holds both Charmeleon and Heatblast up and Charmeleon notices a water pipe above them.

"Ember!" Charmeleon shouts and she flicks her tail towards the pipe.

A fireball is launched from the tail and hits the pipe, causing water to spray out from the pipe. The Giant Limax drops them both in pain, they run off as the Giant Limax starts falling down.

"See ya, slimeball!" Heatblast states as the last liquid remains of a Limax crawls in to the ship just as Max and Gwen finished carrying out the last of the pods.

The ship shakes the ground and rises up out of the crater it created, tunneling right through the cave and bursting onto the moonlit desert above, where it zooms out of Earth's atmosphere. They all look around at all the pods.

"We should put them all back in their condos, so they'll think they never left." Max says.

Gwen sits against a pod "That could take hours."

"Nothing Skarmory and Xlr8 can't fix." Charmeleon says with a smirk and Heatblast nodded.

~

The next morning is the end of the weekend and all of them stand outside the Rust Bucket, saying goodbye to Vera.

"Don't be strangers." Vera says.

"We won't." Max replies.

"Bye, Aunt Vera." Gwen says.

"Bye dear, oh, this is for the road." Vera says handing, Gwen a green mold in a glass container and whispers to her "Ben told me how you and Red are quite the lovebirds so I made some gelatin mold for you two to share on the road. This one's lime with chunks of grouper and chick peas."

Gwen glares at a smiling Ben and she gives Vera a strained smile "Uh...thanks."

She hugs Vera and takes it into the Rust Bucket, leaving only Red and Ben to say goodbye.

"I'm sorry, Ben, if there wasn't enough excitement here for you." Vera apologizes "I hope you weren't bored to tears."

"Actually, it turned out better than I thought." Ben says.

"Totally." Red agreed.

"I'm glad. Well, have fun on the road." Vera says, hugging Ben.

"I will!" Ben says and hops on the Rust Bucket.

"Your cooking is amazing Vera; it was great meeting you." Red says.

"Oh, it was great meeting you too Red. I already feel like you're part of the family." Vera says.

"They make it feel like I am." Red says.

Vera gives her a hug "Have fun this summer, okay?"

"You can count on it." Red says, hopping onto the Rust Bucket and about to close the door.

"Oh, and Red?" Vera says, making Red pause "Keep up the good work, Ben's gonna need someone like you when fighting those aliens."

Red smirked with a wink "Yes ma'am."

Vera lets out a laugh with a wave.

As the Rust Bucket leaves the desert, it passes the giant hole the Limax spaceship left. Down it, and back through the caves, the Limax that impersonated Max finally reformed from blocks of cubes and slowly creeps along the tunnel floor.