North of the American border, in the land of maple syrup, hockey, and people somehow surviving temperatures that should legally kill a human being, stood one of Earth's most famous natural wonders: Niagara Falls.
At the basin below the roaring waterfall, one of the tourist boats slowly pushed through the mist-filled waters while dozens of visitors in yellow ponchos crowded along the railings.
And naturally, the Tennysons were right in the middle of it.
Max stood near the railing with Gwen beside him while the freezing mist from the waterfall sprayed across their faces. The old Plumber smiled peacefully as he admired the sheer force of nature before him.
Meanwhile, several feet behind them, Evan and Orfevre were casually throwing hands with each other like this was just another normal family activity.
Max sighed deeply.
"How can you two fight literally anywhere?" he muttered.
Neither of them answered because Orfevre had just tried to sweep Evan's legs while he countered by grabbing her wrist and throwing her sideways into a stack of folded ponchos.
Nearby, Gold Ship had somehow climbed halfway onto the railing while pretending the tour boat was a pirate ship.
Max immediately walked over and casually lifted her back down before she could accidentally throw herself into Niagara Falls.
"Captain Golshi was claiming new territory," Gold Ship declared proudly.
"You can conquer the waterfall later," Max replied.
Gwen leaned against the railing while staring at the falls.
"I gotta admit, this place is actually pretty amazing."
"See?" Max said smugly. "Nature has beauty, power, majesty-"
He stopped mid-sentence and looked behind him again.
Ben was sitting alone near the back corner of the boat completely ignoring the scenery while obsessively fiddling with the Omnitrix.
Max sighed harder this time. "Would you please pay attention to something other than that watch?"
"There has to be, like, a billion command combinations on that thing," Gwen said while walking over to Ben. "You've been messing with it for almost the entire boat ride."
Ben didn't even look up. "What's your point?"
Gwen rolled her eyes and went back to watching the falls with Max and Gold Ship.
Then, just as Ben was about to keep messing with the watch, the Omnitrix suddenly blinked, raised its faceplate by itself, and started cycling through the aliens he had already unlocked.
Ben yelped in surprise.
That immediately got Evan and Orfevre to stop fighting and turn around.
"What happened?" Orfevre asked while walking over.
"You didn't break it again, right?" Evan added, sounding only half-joking.
"I don't know," Ben said, staring at the watch in confusion. "Maybe it's some kind of upgrade?"
Before anyone could say anything else, the Omnitrix flashed again.
And Ben transformed into Upgrade while still wearing his life jacket.
A burst of light nearly blinded the others.
"Whoa!" Upgrade shouted, looking down at himself. "What happened? I didn't even touch it! Unless... wait... maybe now I do not have to... uh... Grey Matter!"
Another flash.
Now Ben was a tiny little lump sitting in his poncho on the bench.
"Diamondhead!"
His body changed again, crystal spikes bursting out and tearing right through the coat.
"Cool! This rocks!"
Then came XLR8.
Ben stood in stunned silence for half a second before grinning from ear to ear.
"This is the best thing that has ever happened! I must have unlocked the Omnitrix's master control or something," He changed again, this time into Heatblast.
"Now I can go alien just by thinking about it," Heatblast said, before immediately shifting into Wildmutt.
While Ben was busy having the time of his life, one of the tourists nearby turned toward Max with a camera in hand.
"Excuse me, would you mind taking a picture of me and my wife?"
His voice trailed off the second he noticed Wildmutt standing behind Max and Gwen.
The tourist went pale, dropped the camera, and backed up too fast. He slipped near the railing and fell into the water.
The current hit immediately.
Between the rushing waterfall and the strong flow below, the poor man was swept under before he could even get his bearings.
"Uh, Ben," Evan said, looking down toward the water.
A green flash followed. Ripjaws appeared.
"I know, I know, I'm on it," Ripjaws said.
Without hesitation, he jumped straight into the water. It only took him a few seconds to grab the tourist and drag him back up before leaping out of the river again.
Then, midair, he transformed into Stinkfly.
His wings snapped open and he buzzed around the tour boat like he was showing off, even dipping the man's feet into the water before lifting him higher.
"Did Ben just go from Ripjaws to Stinkfly?" Gwen asked, completely stunned, turning to Max for confirmation.
"Yeah... but that's normally impossible," Max admitted, looking just as shocked.
"Not anymore!" Stinkfly called down from above.
The tourist, now looking a little green around the gills, swallowed hard.
"I-I don't mean to be ungrateful," he said weakly, "but I think I'm gonna be sick."
"Oh, right. Sorry," Stinkfly said before setting him gently back down beside his wife.
After the eventful mess at Niagara Falls, the Tennysons finally returned to the Rust Bucket for a little quiet time. Max and Gwen were sitting at a nearby picnic table, trying to enjoy bowls of cold ice cream to cool off from the summer heat, when something slimy suddenly dropped out of nowhere and landed right in Gwen's bowl.
"Gross!" she yelled, staring up in disgust. "Ben!"
Up above, Stinkfly laughed while flying away like he had not just ruined dessert.
"You've been Stinkbutt for hours!" Gwen called after him. "Give it a rest, dweeb!"
"No way!" Stinkfly shouted back, hovering smugly in the air. "Now that I can stay alien for as long as I want, it's time to cash in! Check out the green I made giving rides to tourists."
He held up a thick wad of cash and casually rained it down over Gwen's head.
Gwen stared at him flatly, then wiped a bit of money off her shoulder.
"You know," she said with a grimace, "I never thought I'd say this, but I'd rather see your normal jerky face for a change."
"Gwen's right, Ben," Max said, sounding more annoyed than usual. "Just because you can be an alien all the time does not mean you should be an alien all the time. We still do not know if there are any hidden consequences."
Gold Ship watched the whole thing with obvious amusement while happily stealing spoonfuls from Evan and Orfevre's bowls of ice cream. Orfevre, meanwhile, was busy having a light spar with her brother, using their spoons like it was some kind of family competition.
"Okay, Grandpa," Stinkfly said, finally sounding like he was willing to listen. "I'll take it easy..."
He flew off, leaving everyone else to enjoy their ice cream in peace.
A second later, Ben came speeding back as XLR8 and zipped past the table so fast that no one even had time to react before he snatched Max's strawberries and cream right out of his bowl.
"...For a millisecond. Time's up!"
And just like that, he tore off again in a blue-and-black blur.
Max sat there for a moment with his head in his hand, staring at the empty bowl in total exhaustion.
"So glad we had this chat."
...
Standing on the Rainbow Bridge overlooking Niagara Falls, Max carefully adjusted the settings on his old Polaroid camera while trying to line up the perfect family vacation photo.
Nearby, Gwen leaned against the railing and admired the massive waterfalls crashing below. The mist drifted through the air while sunlight reflected through it in faint rainbow colors.
For once, everything actually felt peaceful.
Which naturally meant Ben was about to ruin it.
Gwen never noticed Wildvine springing across the bridge behind her. His vine-like legs wrapped around the railing as he swung himself upward from below the bridge like some kind of swamp monster.
Right as Max pressed the button on the camera.
"AAAAH!"
The flash went off.
Instead of a scenic photo of Gwen, the picture captured Wildvine rising behind her while Gwen screamed like she had just seen a horror movie come to life.
Ben laughed so hard he nearly fell over the railing. "Oh man, her face! Grandpa, tell me you got that!"
The Polaroid slowly printed while Gwen glared murderously at him.
"I hate you."
A few minutes later, Max somehow managed to gather everyone together for an actual family photo in front of the Falls.
At least, he tried to.
The first picture ended up showing the entire family posing normally, then the second one showed Stinkfly hovering right beside them.
Unfortunately, the slime odor coming off him was so strong that everyone except Ben looked miserable.
Max pinched his nose. Gwen looked seconds away from throwing up. Orfevre had physically turned away from the camera.
Meanwhile, Gold Ship had somehow climbed halfway over the railing behind everyone while grinning proudly.
"Golshi is conquering Canada!"
"GET DOWN FROM THERE!" Max shouted right as the camera flashed.
Another picture taken.
Later, while walking through a nearby park, Evan and Orfevre predictably started fighting again for absolutely no reason other than they enjoyed it.
Max and Gwen sat nearby, watching them with completely exhausted expressions while Ben and Gold Ship openly laughed at the chaos.
"You know," Gwen sighed, "I used to think Ben was the weird one."
"Oh, he still is," Max assured her.
The camera flashed again right as Orfevre landed a clean kick directly into Evan's chest and accidentally launched him sideways into a decorative fountain.
Gold Ship pointed dramatically.
"Fatality."
Evan slowly rose out of the water with the single most tired expression imaginable.
"I'm starting to think my own family enjoys violence too much." Max murmurs.
A little later, Max attempted another group photo while everyone stood near the bridge.
This one somehow ended with Grey Matter crawling directly across the camera lens while the rest of the family stood in the blurry background looking annoyed.
By the time Max took the next photo, things had somehow escalated even further.
Orfevre kicked Evan clean off the side of the bridge.
Thankfully, Evan transformed into Big Chill halfway down and casually floated back upward while Orfevre leaned over the railing with crossed arms.
Gold Ship clapped proudly while Ben nearly cried laughing.
Later that afternoon, Gwen finally managed to enjoy a peaceful moment alone in the park with a fresh ice cream cone in hand.
Max immediately noticed Ben sneaking up behind her as Heatblast.
Heatblast grinned mischievously while raising one flaming finger.
Gwen sensed the heat a second too late.
Her ice cream melted instantly and collapsed down the cone.
There was a long silence.
Then Heatblast pointed at her and burst out laughing.
"HAHAHAHA-"
Gwen slowly turned toward him with the calmest expression imaginable.
A few seconds later, another Polaroid captured the exact instant Gwen used a levitation spell to hoist screaming Heatblast upside down into the air while everyone else watched.
Even Max could not help laughing this time.
Ben dangled helplessly while Gwen enjoyed the last remaining bite of her ruined cone.
"You know," Gwen said smugly, "maybe magic isn't so bad after all."
"Okay, okay! I get it!" Ben shouted. "Can somebody PLEASE get me down before I time out?!"
...
After a long and exhausting afternoon, mostly for Gwen, Max took his grandchildren on a cable car ride over the Horseshoe Falls, the largest of the three waterfalls that make up Niagara. At that point, only Max and Gwen were really taking in the view. The Gold siblings had actually been behaving themselves for once, and Ben had been switching between aliens nonstop, clearly more interested in testing his new trick than looking at the scenery.
"-As you look below, you'll see a steel barge that has been marooned in the upper rapids since 1918," the automated tour guide announced.
Naturally, the peaceful ride did not last.
Diamondhead was in the back making a disgusting noise in his throat, and Gwen immediately turned around with a look that already said she regretted asking.
"What are you doing?"
"Science experiment," Diamondhead said. "I'm trying to figure out which alien can hock the best loogie."
Gwen stared at him in horror just as Ben switched to Heatblast. The fire alien made another gross noise and spat a tiny fireball into the water, watching it hiss out in a plume of smoke.
"Definitely Heatblast," he said proudly.
Gwen made a face like she had just watched something deeply traumatic.
Right then, another cable car rolled by on the other side, and of course it was the same couple from the earlier boat tour. They were staring slack-jawed at the six-foot-tall magma alien now slurping his flaming spit back into his mouth, looking embarrassed enough to want the whole earth to swallow them.
"I don't know him," Gwen said quickly, hoping they would not connect her to the gross magma spitter.
"But we do!"
Heatblast and the others spun around at the voice, immediately recognizing it. Before anyone could react, something thudded hard on the roof of the gondola.
Everyone looked up.
Kevin tore the roof open with a smirk.
"Kevin?!" Gwen gasped.
Then Vilgax revealed himself, snatching at Heatblast and Evan through the opening while they squirmed and tried to break free from his grip. He touched a claw against Heatblast's Omnitrix symbol, forcing him back into Ben.
"Vilgax?!" Evan asked, surprised to see the two of them again.
"Indeed," Vilgax growled. "And we know all of your secrets. Both of you!"
"Kevin? Vilgax?" Ben said, staring at them in disbelief. "You're-"
"Alive," Kevin finished for him. "And about to kick your butts!"
"I never took you for one to take up an apprentice, Vilgax," Max said sharply.
"Silence, Tennyson!" Vilgax barked. "Once these containment fields neutralize the Omnitrixes, grab them."
"I said never tell me what to-" Kevin began.
Before he could finish, a flash of green and golden light erupted. Ben and Evan vanished.
"Hey!" Kevin snapped, looking around wildly. "Where'd those two go?"
Vilgax released his grip and immediately noticed Grey Matter sprinting away. He moved to catch him, but another flash of light cut through the air first.
Diamondhead appeared out of nowhere and hit Vilgax with a brutal uppercut.
"Guess again," Diamondhead said.
Vilgax went flying off the side of the gondola and barely managed to stop himself by grinding his claws into the frame as he hung there.
Below, Diamondhead turned toward Kevin and punched him in the gut, then followed up with a hard shot to the chest. Ghostfreak appeared a second later and shoved his ghostly hands straight into Kevin's torso, causing him to scream in pain.
Ghostfreak vanished just as Diamondhead used the opening to blast him with a barrage of crystal shards.
"What is this?" Vilgax realized, glaring over. "The children have gained new control over the Omnitrix."
Kevin got launched into one of the support beams, let go, and started to fall, but not before wrapping his tail around Diamondhead's foot and dragging him down with him.
At the last second, Diamondhead transformed again into Stinkfly, leaving Kevin to crash into the water below.
Kevin slammed straight into the steel barge trapped in the rapids.
Stinkfly hovered above him for only a second before Vilgax tackled him from behind, sending the two of them crashing into the barge as well. The impact jarred the old wreck loose from the rocks holding it in place.
At the same time, several bolts snapped out of the gondola's safety latch.
Golden light burst open again, and Big Chill appeared with his wings spread wide while holding Max, Gwen, Orfevre, and Gold Ship up. His wings beat hard as he activated [X-Ten Mode], the ten-time power boost giving him enough power to carry all four of them to safety.
Below, Stinkfly shifted into Four Arms and hurled Vilgax aside, then immediately looked up and spotted Big Chill carrying the others away.
He transformed into XLR8, sprinted across the water surface, then shifted again into Stinkfly and flew after them to help.
Together, the two of them got Max, Gwen, Orfevre, and Gold Ship out of immediate danger and set them down in a safer area, both of them reverting back into human form a second later.
"I'm going after Vilgax and Kevin," Ben said immediately.
"Ben, you can't beat both of them," Max warned. "Together, they're too powerful."
Ben did not even hesitate. He transformed again, this time into XLR8.
"Evan can do it, and so can I," XLR8 said as his visor dropped into place. "So watch me."
And then he was gone.
Orfevre looked after him, then turned to Evan. "He sounds pretty confident. So you've taken them both down before?"
"Yeah," Evan said, staring toward the distance.
"Yeah," Max muttered grimly. "Too confident. That's what worries me."
Max shifted his gaze toward Evan. "Evan, go keep an eye on him. Make sure he doesn't get himself hurt or killed."
Evan did not argue. He activated his Another Omnitrix and turned the dial.
"Fasttrack!"
A golden flash erupted, and he shot off after XLR8.
Meanwhile, Vilgax and Kevin had recovered below the falls and were standing on the rocks near the water while Vilgax checked his scanner. The device showed the green and pink signatures directly above them.
"We should be right on top of them," Kevin said.
"Or..." Vilgax began, looking up just in time to see a huge shadow dropping toward them. "One of them is on top of us!"
Cannonbolt crashed down directly onto the pair, sending them back into the water again before uncurving.
At the bottom of the falls, Cannonbolt stayed low and out of sight while watching Kevin mock him with a ridiculous chicken gesture.
"Come on out, Tennyson, you chicken," Kevin called.
"Enough of your foolishness!" Vilgax snarled, turning his attention back toward the bank.
That was when he spotted the Rust Bucket pulling up nearby with Max, Gwen, Orfevre, and Gold Ship setting up their equipment.
Vilgax's eyes narrowed.
"The old man and three girls are the key. Once we have them, they will come to us."
Kevin smirked, and the two of them headed off toward the Rust Bucket, leaving Cannonbolt worried.
Up above, Fasttrack paused when he saw Vilgax and Kevin heading back toward Max's group.
He tapped his Omnitrix and transformed into Voidwing, then immediately took to the air and flew after them.
Back with the others, they were just about ready when Vilgax and Kevin suddenly stepped out in front of them.
"Grandpa, we've got company!" Orfevre shouted.
Max turned and immediately tensed.
"When I get the Omnitrixes, I'll enjoy tearing you apart, Tennyson!" Vilgax growled.
"Why wait?" Max replied, aiming the Null Void Projector at them. "Come and get me!"
He fired. The portal opened with a violent pull, immediately sucking Vilgax and Kevin toward it.
"I've got 'em, Grandpa!" Diamondhead shouted as he ran past.
"Ben, stay back!" Max cried fearfully, but his grandson couldn't hear him.
"What's happening?!" Kevin yelled as he struggled against the portal's pull.
"The Null Void!" Vilgax realized.
"No!"
He, too, started to fall in, but not before grabbing Diamondhead and dragging him along.
"Ben! No!" Everyone shouted as the portal snapped shut.
Just as it closed, Voidwing landed in front of them, too late to stop what had already happened.