(Max was working under the hood of the Rust Bucket as the girls and Ben were watching the video that Gwen had recorded of the performance as Ben groaned outwards.)
Ben: "Oh, this is so embarrassing!"
(he said pulling his hair as Jen sighed.)
Jen: "I'm sorry, Ben. I tried to tell her to not embarrass you, but she still wanted to get back at you for all you did during this vacation."
(Jen said.)
Jen: "Although, to be fair, I'm a little bit to blame for this as well."
Ben: "Fine, that's fair."
(Ben sighed.)
Gwen: "Wait, here's my favorite part."
(Gwen chuckled as it showed Grey Matter catering to the girls' whims as he smiled.)
Grey Matter: "More grapes, master?"
(he asked as he fed Allison grapes as she listened to her music with a smile.)
Ben: "Oh man!"
(Ben said as the camera showed him combing Becky's hair and then rubbed Gwen's feet as she groaned.)
Gwen: "Take it easy, Ben!"
(Gwen shouted.)
Gwen: "You're going to chafe my feet."
(That was when the Omnitrix timed out and Ben snapped out of the trance he was in as he stirred.)
Ben: "What? What just happened?"
(he asked.)
Gwen: "Too bad you snapped out of it when your Omintrix timed out."
(Gwen said.)
Gwen: "Jen was going to have you give her a hot oil conditioning treatment next."
Ben: "Oh yeah?"
(Ben asked as he snatched the camera away and gave it to his sister.)
Ben: "Well that's what erase buttons are for."
Gwen: "Hey!"
(Gwen shouted.)
Gwen: "Give that back."
Jen: "Sorry, he's right."
(Jen said.)
Jen: "We had our fun. It's over now."
(She then erased the film on it, earning a groan from her cousina as she tossed the camera back to her as she sighed.)
Becky: "He's had enough embarrassment for one day, sis."
(Becky said as she sighed.)
Becky: "I'm going to bed."
Allison: "Night."
(Allison said as she walked over to get out her sleeping bag and Jen sighed as well as Max walked in.)
Max: "They're right."
(Max said.)
Max: "It's been a long day and we could all use some shut eye."
Jen: "Don't worry, bro."
(Jen said as she and Ben walked up to their bed.)
Jen: "They won't bother you again for the rest of this vacation. We know how much that future trip affected you mentally."
Ben: "Thanks for understanding, sis."
(Ben said as they each crawled into their bed and fell asleep.)
(The next morning at noon, the group continued walking through the mall as they saw Ben groan outwards in restlessness as the girls all talked to each other.)
Gwen: "So, your future self and some of the people we've faced called you an, let's see, how did it go... Osmosian?"
(Gwen asked.)
Allison: "Yes."
(Allison said.)
Allison: "That is accurate."
Becky: "So you're an alien?"
(Becky asked curiously.)
Allison: "Not exactly."
(Allison explained.)
Allison: "'Osmosian' is just another word for 'mutant.' It's a human with a unique genetic component that gives them special powers that normal humans don't. Each Osmosian's ability is different. For example, me and Kevin's ability is absorbtion."
Jen: "That is awesome!"
(Jen said, jabbing her friend's arm as she smield as Ben sighed outwards as the group all looked to him.)
Max: "Hey, you okay, Ben?"
(Max asked.)
Max: "You don't seem as peppy as usual."
Ben: "I'm just a little tired, that's all."
(Ben groaned as they walked forwards in front of the sea dragon pendulum ride, which was closed off for construction.)
Gwen: "Whoa."
(Gwen said.)
Gwen: "What happened here?"
mall cop: "Somebody stole the motor from the sea dragon ride."
(the mall cop explained.)
mall cop: "Probably a prank by some punk kids."
(His partner then walked over and showed a piece of evience.)
mall cop 2: "What do you think of this?"
(He was holding a discarded green crystal that looked like it belonged to Diamondhead, catching our heroes' attention.)
Becky: "What the?"
(Becky asked as they all looked to the twins as the cops walked away.)
Ben: "What, I didn't do it, I swear!"
(Ben said as Jen crossed her arms.)
Jen: "Me either! I was asleep the whole night. We're not the only aliens in the galaxy, you know."
(Jen said.)
(Max could only look on suspiciously as he was deep in thought.)
(A Few hours later...)
(The group was asleep in the Rust Bucket as the clock struck midnight.)
(Suddenly, a sonic pulse was shot all across the mall area as Ben suddenly sat up in him and his sister's bed, completely unaware of his surroundings.)
(He was in a trance-like state.)
(He then jumped out of his bunk as Gwen and Jen woke up from their bunks as they saw their brother/cousin leave.)
Gwen: "Ben?"
(Gwen asked.)
Gwen: "What are you doing up at this time of night?"
(Ben ignored them and wakled towards the door like a zombie.)
(He then activated the Omnitrix.)
Jen: "Hello, Earth to Ben!"
(Jen said as Becky groaned and held her head.)
Becky: "She asked you a question."
(Becky saw the flash of green light as she saw Upgrade standing there as she threw the blanket off of her as Jen climbed down and joined Gwen.)
Becky: "Wait!"
(Becky exclaimed.)
Becky: "You can't go out like that!"
(Upgrade oozed out of the door as Jen shook Allison awake from her sleeping bag on the couch as Max woke up from the wheel too and walked over as they gasped as they saw Upgrade ooze away from them and travel through the electrical wires of the street lights and the sign of the mall.)
Max: "Jen, it's your move."
Jen: "It's hero time!"
(Jen said as she slammed down her Omnitrix and started her transformation.)
(Jen's watch started surging with pink energy then covered her whole body with a pink energy surge, and she float in the air as she spun around then curled up as her body got wrapped by multiple lava-like silks until she was conceal within the lava-theme pupa then changed to orange crystal form.)
(The pupa start cracking then a long insectoid arm with three claws, spikes on the arm and coated with orange exoskeleton smashed of the pupa then her four long insectoid legs legs and finally her head, which matured to a young woman with orange eyes and red sclera with light-orange skin and wore crown-like horns on her head, has C-cup breastbones, a very large abdomen with light-like orb at the bottom tip and a pair of large skin-like wings.)
(She then flapped her wings and ignited her abdomen as her transformation finished.)
(Allison then absorvbed the metal from the Rust Bucket as she hopped onto Firefly's back as Becky readied her weapons and climbed up to the roof of the Rust Bucket as Gwen and Max nodded.)
(Upgrade walked along the wall as Max and Gwen drove up along to him as Becky looked out.)
Max: "He must be sleepwalking."
(Max said as Firefly and Allison flew above him.)
(That was when a spotlight shown on Upgrade as he looked.)
security cop: "Halt in the name of mall security! Omni Green, stand down!"
(the security cop said as he aimed his weapons on him.)
Allison: "Crap!"
(Allison said as Firefly flew in as Upgrade climbed on top of the mall's highest tower as two more helicopters flew in and aimed their spotlights on them.)
(Upgrade then punched one of the copters in the front, which did nothing as they continued to follow him.)
Becky: "Hello! Ben!"
(Becky shouted as she climbed down and joined her sister and grandfather at the bottom.)
Becky: "You're sleepwalking!"
Max: "It's no use, Becky."
(Max said.)
Max: "He can't hear you. He probably has no idea what he's doing."
Gwen: "So what else is new?"
(Gwen asked as the cop cars came driving up as they could only look on.)
Max: "I'd better get up there."
(Max said, running up to the tower.)
(The helicopters fired their machine guns at Upgrade, which shot right through his liquid metal body and he oozed downwards onto the tower before reforming and running towards the helicopter.)
(The pilot gasped as he tackled the copter and merged with it, catching the attention of everyone as they gasped outwards.)
Allison: "Oh crap."
(Allison said.)
(Upgrade fired the helicopter's guns and glared outwards, blasting the other copters as well as the squad cars below and then glared.)
Allison: "Jen, get the pilots!"
(Allison shouted as Firefly flew down and ripped open the doors of one of hte smoking copters as it fell and rescued the pilot as Allison took him and hopped onto the ground before Firefly flew over and used her claws on the other copter and she rescued the pilot as she flew down and set him on the ground.)
the pilot: "Thanks, Omni Pink."
(the pilot said.)
Firefly: "You are very welcome."
(she said.)
Firefly: "Forgive my brother. He's not feeling like himself."
cops: "Look!"
(one of the cops said as Upgrade demerged with the remaining helicopter before he leaped out and oozed with the clock, using its hands as helicopter blades and ripped it right out of the tower and it flew away from the scene as the others could only look on.)
Gwen: "Time sure flies when you go alien."
(Gwen said as Upgrade flew away.)
(Upgrade approached a construction site near the mall as the a door opened and he demerged with the clock.)
(A figure stepped out of the gargae to reveal himself as Sublimino.)
Sublimino: "Who are you?"
(he asked.)
Sublimino: "What happened to the guy who looked like a walking chandelier? Oh who cares as long as you do as I say. Now get out of here before the cops see you!"
(Upgrade turned away and merged with a nearby bulldozer before driving away from the scene.)
[To Be Continued...]