Our view comes to the inside of a wear house near the docks in San Francisco several years ago, and inside are hundreds of cages. And in them were several animal cubs, and in one particular cage was a familiar leopard kitten. "(Yowl)(yowl)(yowl)!" It cried, "SHUDDAP!!" A guard said banging on the cage.

"As soon as our client comes, you're not gonna be complaining for a long time" he said walking off. The leopard started to cry and hide it's face in its paws as our view zooms away from the cage as it still focuses on her. Then as it changes to the outside a loud roar could be hear and a metal cage being torn apart.

And now we go to present day LA to the team's mansion as Ren and Jen cover Ezra's yes while she's in her Sphinx form. "Ready Erza?" Ben asked, "ready for anything!" She replied excitedly "but again I ask. What's with the twins covering my eyes?" She asked. "It's a surprise" Alex said, "oh no! I know what that means! The last surprise I got ended with me going to the vet to get a suppository!" The wild cat retorted wanting to run.

"It's not that kind of surprise Erza" Sam assured, the two kids then took their hands off her eyes and she looked at the banner above her in awe. "Happy Adoption day Erza!!" Everyone in the foyer exclaimed, looking around she saw not only Ben, Sam, Alex and Clover around. Nor just their Slimebiotes and the twins, but everyone else they've gotten to know.

Britney, Blaine, Dean, Jerry, Mrs. Lewis, Sam's mom, Alex's mom, Clover's mom, Gwen, Kevin, Ben's parents, Max, Rook, Zed, heck even Viola found time in her busy schedule to come.

(A/N: to all TS fans yes Viola is Viola Vanderfleet, as to how or why she turned good it's a long story)

"W-what?!" The Ruby Sphinx uttered totally confused, "don't you remember Erza, today was the day me and the girls rescued you" Ben reminded. "Wow really!! Oh man I nearly forgot! Thank you!!!" The large cat said jumping on all four of the spies. Unaware that she was squeezing the life out of them, "it's an adorable trap!" Alex exclaimed.

Everyone got a laugh out of that, "man, hard to believe it's been so long since we entered this world" Gwen said. "I can't believe this titan of a cat was originally a small kitten" Kevin said looking at the picture Ben had when he first met Erza. "Hey Erza!" Jen called, when the Sphinx turned her attention to the girl she poked her nose.

"Tag you're it!" She said before running off "oh no you don't!" Erza said chasing her, that allowed the four to get up. "Man, she's still the same old Erza we all know and love" Ben said, "by the way you never did tell us how you guys ever met her in the first place" Rook mentioned. "Oh man, I remember that day" Ben said sitting down, "it was in late fall" we now go back a few years to after the first Mission Ben, Sam, Clover and Alex ever went on.

The three had still been at Bev High with Ben sitting in the driver seat of his car listening to the girls after school. "So what's on the agenda today girls? Now that school's over for the day" Alex asked, "I'm thinking the mall" Clover said. "Wait what about that new exhibit about the history of chemistry at the museum?" Sam said "uh Sammy, learning is for school and it's over now" the blonde countered.

"Hopefully we can make up our minds soon" Ben said, "don't want to rush anyone but if that police officer sees that we're parked next to this fire hydrant I'm bound to get a ticket". True enough the alien had drove his car around to pick up the girls next to a fire hydrant, "what's so bad about Parkin next to a fire hydrant?" Alex asked. Ben then showed her a page in a driving manual he randomly pulled out of no where, "it's illegal" he said noticing the officer getting closer.

"Uh oh!" He then drove away, "oh yeah here it is, you can't park next to a fire hydrant in the event there's a fire some where fire fighters aren't able to easily access emergency water" Alex read. "Well we're already on the road, where should we head to?" Sam asked, as the shapeshifter drove Ben spotted something of interest.

"I think I have an idea, either of you girls like animals?" He asked, as they got down Ben had parked in front of an exotic pet store. "A pet store?" Sam asked "he why not, after all looking at pet clothes is just as fun as looking for normal clothes" Clover cheered rushing in. "Awwww!!! Animals are so cute!!!" She said running into the store "hey Alex Behave!!" Ben and Sam yelled chasing after her.

Once inside the yellow spy had immediate went to the puppies, "awww they're soooo cute!" Alex cooed petting them. Sam then went to the birds and saw a parrot, "Well aren't you a pretty bird" she said "(squawk!) pretty girl! pretty girl! (Squawk!)" it squawked.

"How observant of you" she giggled, Clover was  in the pet clothes isle  while Ben was looking at a chameleon lizard. "He I can do what you do" he said, the chameleon in response turned blue, Ben copied this by using Chamalien's  power and turned the same color. The reptile then changed its skin to red and Ben did the same, "Ben be careful, you may get into a camouflaging battle" Sam teased.

"Sorry, you see it's been a while since I had a pet" He admitted, "(squawk) WOOHP WOOHP!!" The parrot said. "Uh what did that bird say!" Ben asked, "WOOHP!! WOOHP!!"

"Either that parrot wants to throw a party or..." Clover was cut off when the ground opened up from under them "or he was trying to warn us about a WOOHP in!!!" Alex screamed as they fell. As the team slid through a bunch of tubes they were dumped onto the couch in Jerry's office. "Owww... I think I landed on my back" Sam groaned, "I think I landed on Clover's heel" Ben groaned sitting up to reveal said girl's high heel stuck in his back. "Sorry" she apologized.

"Evening ladies and sir" Jerry greeted, "hey Jerry" Ben replied pulling the foot wear out of his back. "What's up Jerr?" Alex asked, the Brit had pressed a button on his desk and various pictures on the screen behind him appeared. "Just recently there have been reports of extremely dangerous predatory animals in the San Francisco area" he explained. The pictures he brought up had shown pictures of large blurs on all four legs running around. "You're job is to find and capture whatever these creatures are. "For this mission you'll be getting the DNA scanner watch, the Cat scratch gloves which allow you to tear even metal apart, the net throwing mascara in panther black, the heat sensor sunglasses and new from the gadget lab" the supervisor then snapped his fingers. And up from the floor came three animatronic cheetahs. "The Wild Cat runner, on this you'll be able to beat the land speed record in one hour" he said.

"Nice going with the cat themed gadgets Jerr" Clover commented as they got into their spy suits. At the word Sam had an idea, "hey Jerry the eye witness reports. What kind of animals did they describe?" Sam asked.

Jerry pulled up the descriptions, "the main characteristics of the animals were swift quadrupeds with long tails, sharp claws, fangs and extremely furry" he answered. "Enhance the resolution" Ben said, after the old man did so the pictures then showed he blurs were various species of wild cats.

"At least we know what to do first" Ben said, then hooked up the DNA scanner watch to his Com system. "Upload the DNA codes for large wild cats into them and scan for similar life forms while in the air" he added. "Nice thinking" Clover replies, "as the military say, shove off" Jerry said as he WOOHPed them out.

We now see Ben and the girls racing through the streets of San Francisco, they all managed to catch about seven of the fourteen cats spotted. "I got another girls, how's it on your end?" Sam asked, "got two with one net, Leopard and a panther" Alex replied.

"Being chases by a lion right now!" Clover screamed as she was being chased by a lion, then stopped as Ben showed up after knocking out with Gutrot's gas. "Got him" he said picking it up, "Okay I'm fine" she sighing in relief.

"Wish there was a way to find where these cats came from in the first place" Alex said, "Alex your a genius" Ben said. Making the girl stutter "Sam can you scan the city to find the greatest concentration of cat DNA signatures of the order panthera?" He asked.

"Ben that's genius" she replied, "huh the signature seems to be coming from a warehouse at the docks". Ben then had a confused look "I hope it's not what I think" he said.

After arriving at the docks, the girls were met with a start seeing the door blown off its hinges. "You guys see that also right?" Clover asked shivering, "do you guys see the blood on the door?" Ben asked pointing to some red paw prints on the door. That made the three pale, after entering they saw several empty cages, most looking like they were ripped open.

Others like they were busted open, "looks like someone was keeping the animals here against there will" Sam said. "And judging by the way the cages were torn open, I'm guessing they weren't being taken care of" Clover added, when they rounded a corner they were met with pure horror. There were more lions trying to get at some guards, "help!!" They screamed, "I got them" Ben yelled before blasting the area with knock out gas.

This had knocked out the lions and the guards, "Well That takes care of them" the shapeshifter said "uh Ben why'd you knock out the guards?" Alex asked. "For one thing I asked Jerry of this warehouse was being used on the way here" Ben said. "He told me it's been abandoned for years, and look at those guards" he then pointed to their jackets "scan it and send it to Jerry".

A small chirp then caught their attention, turning to a nearby shelf, they saw two small eyes in the darkness. "Hey is anyone back there?" Alex asked, a small growl was heard scaring them "Okay not a person!" Sam yelped as they ran out. "Onto the Wild Cat Runners!" The four jumped on the bikes, Ben turned back and hopped on Clover's bike and rode behind her.

Unbeknownst to them, the same pair of eyes that scared them had escaped from the warehouse followed them. "Meow?"

With the girls Ben had called Jerry "hello spies, we've obtained most of the you've managed to captured" he said. "Thanks Jerr, also do you have the results of that scan we sent you?" Ben asked, "afraid not. I'll inform you when I've ascertained the identity of the logo, for the mean time head home and get some time off" he replied before hanging up. "Well bright side, a break" Alex said, finally they arrived at Clover's house.

"You guys go in first, I'll find a place to stash these" Ben said, "how do you hide mechanical cheetahs?" He asked himself. Then had an idea, "in plain sight" he then heard a small chirp.

Looking down he saw the same eyes from last time, startled he backed away, then carefully inched closer. Then something crawled out then surprised him, and made him blush in embarrassment.

In the house, "I wonder where Ben's hiding the bikes?" Alex inquired, "this is Ben we're talking about, most likely he's used Brainstorm to give the things some sort of camo function" Clover said. That's when said shapeshifter came in "hey girls, looks like a certain someone followed us home" he said chuckling. They got a confused look until they heard a small meow, looking over Ben's shoulder was a small leopard cub.

"Meow..." it chirped, "OMG THAT IS SOOO CUTE!!!!! Alex squealed rushing it, then it tried to swipe at her and hissed. "Ben what are you doing with a baby leopard?!" Sam asked startled, "I guess she was at the ware house and followed us home" Ben said then gently petted the leopard. It growled a bit when he got his hand close, then let him pet her.

"I can see why she's a little ornery, after all did you see the conditions those cages were in?" Clover commented. "What should we do with her?" Sam asked, "we can't just leave her alone, she'll end up hurt" The shapeshifter said, "maybe one of us can take care of her" Alex suggested "you know once we find her a new home".

When the girls went to pet the kitten she growled at them making them retract their hands. "Yeah, that's your job Ben" Sam said, "me?!" Ben exclaimed, "hey you're the one she's not comfortable with" Clover shot back.

The next day we see Ben back in his house, and he was being shook around "come on mom... it's Saturday..." he muttered. Only for something to start licking his face, "Hey Clover... knock it off" he said chuckling.

Then opened his eyes to realize it wasn't a person, it was actually the leopard kitten, "gah?!?!" He yelled falling off of his bed. "Ow... you're a sneaky little gal aren't you?" He smirked, "meow" it chirped, the two then went to the kitchen where Ben had given her some cat food. Only for her to stick her tongue out and nudge it "Not a fan of canned meat huh?" He chuckled before giving her a re-heated lamb leg.

That she actually ate reluctantly, "I guess hunters prefer fresh meat", Ben then heard his com system go off "oh that must be Jerry". Answering he saw that it was Jerry "Benjamin, I'm so glad you knocked those two guards unconscious, as it turns out those men were helping smuggle these large cats for various reasons whether for their skin, exotic pets all illegal black market animal Dealings" he said.

Ben looked mortified at what he just heard "oh god" he uttered "anyway all the animals have been recovered and are now being shipped home to their natural habitats. All except one, a small female leopard cub" the British supervisor said. "Oh wait I have her" Ben said showing Jerry the leopard, "she followed us after we left the warehouse" he explained. "I see, well keep an eye on her until I can send some pick up" he said, later on Ben and the cub had went to the park and met up with Sam, Alex and Clover. And the super hero explained the situation to them, as expected none of them could stomach it.

"That is so sad, its fortunate that she followed us home when she did" Sam said, then noticed the Leopard cub sniffed her leg. "Awww I guess she's kinda cute" she cooed, "here kitty want a California tuna roll?" Clover asked holding out the sushi she was eating.

The kitten sniffed it then ate the food, "guess the little lady likes fish" Ben chuckled petting her. Then noticed a small patch of red on her head "huh, there's a little bit red here" he said.

"Well that's interesting" Sam said, That's when a motorcycle sped past them, and snatched the cat. "Hey the leopard's been catnapped!" Alex exclaimed, "there!" Ben yelled pointing to the biker as he gripped the cat by her neck.

"Oh no!" Clover then called Jerry "Jerry the cat Ben was watching, some person on a motorcycle just took her!" She said. "Oh my! I'll send the Wild Cat runners to your location!" Jerry said, in a moment said robotic felines appeared out of a bush. "Let's move!" Ben said turning into Predator and started running alongside them.

"Sam, Alex can either you get a lock on Ezra's signal?" Clover asked, "I have a lock, though I don't think we need it. Ben's following her scent" she replied, after following the man Ben had enough of the chase and jumped on his bike. This had forced the man to jump off, and Ben had accidentally crashed, "Ben!! You okay?!" Alex asked worried helping get the bike off the alien. "Fine!" He grunted getting up, "Okay no one move!" The man who snatched Ben's new cat friend yelled, "one more step and the cat gets it!" He then held her over some sort of machine.

"Give her back!" Ben yelled, "no way, do you know how much a leopard with discolored fur is worth? I'm gonna be rich after selling her on the black market!" He shot back. Then knocked over a cage that fell on the spies, "we have to get out of here!" Predator said grabbing the bars, "Not a problem with the cat scratch gloves!" Clover said before slicing the cage bars up. "Nice" the alien uttered before they all ran out "now where did he go?" Alex asked "heat sensor sunglasses do your thing" Sam said as she put them on.

Ben then became Omni and used Wild Mutt's powers to find the culprit, he was behind the boxes next to them "this way!" He roared climbing the boxes. "You heard the alien" the three then used their bungee belts to sling shot to the top.

Then cornered the man "stop right there catnapper!" Alex said "yeah hand over the cute kitty before anyone get anyone gets hurt!" Clover added. "No way!" He said before Omni phases through the boxes with Ghost Freak's powers "NOW!!!" The Omnisapien then pulled back the cracks in his body and terrified the dirt bag.

Once he was good and passed out the kitten jumped into Ben's arms snuggling into him comfortably. "There there, no one will hurt you ever again" he said, "awww that's so sweet!" Alex cooed, "Yeah it is" Clover replied.

Later on Jerry arrived to take the Leopard back to its home land only for her to dig its claws into Ben and whine.

Flash back ends

"After seeing that Erza didn't want to leave me, Jerry allowed me to take care of her" Ben said, "I remember that day. Thanks for looking after me all these years Ben" Erza said kicking her master's cheek. "My little Erza" he chuckled petting her head, "and I've got you!!" He added grabbing her in a head lock and wrestling her around the floor "I've got yah!!!" He said.

"Noooo I shall escape!" She played along.

Everyone present gave a small laugh at their interaction, "hah that's so adorable" Alex said. Then noticed Erza had a constipated look on her face, "uh you okay Erza?" Sam asked worriedly. "What kind of fish were in the sushi I just ate?" She asked them, "oh not much, just some marlin, squid, skip jack, oh and also Tuna" Clover answered. "You all know what Tuna does to me... GOTTA GO!!" She yelled before running to her litter box

And leaving a big surprise in there, "ewww" they all groaned "Okay, note to self, teach Erza how to clean out her own litter box" Ben said. "So who's cleaning it this time?" Britney asked "whoever ordered the sushi menu" he answered. "Wasn't me!" Clover said, Jerry then had a nervous look on his face and tried to run.

That was until Ben's home AI H.E.M.A.S.S. Or Home Ethics Maintenance And Security System caught him. Or as a nickname Hellen "don't be so sure you can escape Jerry" she teased. "Oh uh..." he was then hovered over Ezra's litter box trumping to run away.

Interview
Ben: and there's the Origin of Erza, ironic I'm good with cats when I used to have a pet dog when I was younger.
Erza: lets not forget that you have turned into cats though.
Ben: eh that's true, still I'm glad Erza grew into the strong cat we know today. Wings and all.
Erza: awww thanks master (nuzzles him).