Hey, guys. I had a long hiatus with this one, but I think I am getting my groove back with the momentum in writing. For the writers out there, if you shrink the size of the letters, it will help reduce eye fatigue and help you write with more energy.

Also, let me know what you think. I had this sitting around for a while, lol. And we still haven't gotten to the good parts yet XD.

As for those who said that Garou is kind of OOC, there is a good reason for that. Let's just say... guess where Ben is and what he is doing lol.

Thanks to Doodleboy565 for helping with this work, he is a natural on western shows.

Anyways, here you go.


During their chatter, Max called out to them, "Kids, we're stopping for fuel! Let's get outside and stretch some legs."

Garou saw a small town, little people but seemingly quiet under an early afternoon looking out the window.

"Oh, finally." Garou immediately got off the table and started stretching immediately. He needed to fine-tune this body daily, or the inactivity alone would dull his joints.

"Say, didn't you promise that you'll teach me your killer kung fu?" Kevin asked just to make sure.

"Yeah. If you're okay with having strangers watch your ass falling." Garou smirked as he bent over and touched the floor with his legs still straight.

"Shut up! Don't make me absorb you!" Kevin threatened jokingly.

"You'll go pop. You couldn't take in a drop of my power," Garou reminded Kevin of his first attempt coyly as he stretched his arms up as his back straightened, walking out of the Rust Bucket with his blood finally flowing right in his system.

"When I become a kung fu master, I swear I'm gonna…" He clenched his fist as he silently followed 'Ben' out as Gwen trailed behind him.

"Hah, typical. Boys talking about beating each other up." Gwen snorted, rolling her eyes.

Kevin glanced behind at Gwen with a squinted eye, "Says the one that busted the tires and left us stranded in the middle of nowhere." Keven reminded Gwen of her little 'accident' with Heatblast when she was practicing her pyrokinesis. And it was during a hot summer day as well.

"Hey, that wasn't my fault! He should have taken the hit!" Gwen defended herself with a gesture at her 'cousin.'

"And you gave him an excuse to work us like mules!" Kevin reminded him of how Garou would… meditate out half-naked under the scorching sun (with his shirt off) while listening to their grunting suffering doing push-ups. It was hell. Literal hell. They had to wait for almost an entire day out there, and if it weren't for their overstocked food supplies, they would've shriveled on the road.

"Couldn't handle it, tough guy?" Gwen reminded Kevin of how he dropped dead first, wheezing on the hot ground as Gwen pushed forward.

"Pssh. Whatever. Garou went easy on you because you're a girl." Kevin brushed her off, not thinking too much before he spoke.

Gwen stopped just before she left the Rust Bucket. She turned to Kevin; her eyes squinted into a sour look.

"I don't think that matters. I mean, I did hear you wanted to become a master as 'soon as possible.' You should learn to think before you speak. Just because I had a head start doesn't mean you should slack behind. That's all on you." Gwen picked on his past promises.

"I didn't mean that literally…" Kevin grumbled under his breath, looking away from Gwen.

"Are you two done bickering? We're not going through that hell for now. We're actually learning martial arts." Garou called out.

Gwen and Kevin looked at each other for a second, both sprinting to catch up with Garou in excitement.

Outside, Max watched the trio, two of them following the one inside his grandson as they went to an open space to practice.

Max sighed a little as he wondered since when their trip went so awry. It was strange, seeing someone who has Ben's face teaching other kids his age how to fight when it should be him, the elder with the wealth of experience.

Garou was teaching Kevin the concept of maintaining his 'center.' The way he talked about looking for openings and aiming for blind spots reminded him of his Plumber days, one where he went to China and learned the basics of combat there.

They were doing now was similar to tai chi if he looked at it with a mix of Jeet Kune do.

"Concentrate. Let the energy flow through you. When you breathe, you must breathe with mastery in each gasp. Take a deep breath and hold, but don't slow down doing so."

Gwen and Garou were helping Kevin how to perform the proper stance. They were teaching him how to… walk, it seemed, slowly stretching his arm forward while lunging forth with one knee ahead. The motion was slow, but there was a strength to it, concentration and purpose. Whatever Garou learned back home, it bore some similarities with Earth's martial arts.

"This is harder than it looks on TV…" Kevin huffed, sweat billowing down his forehead.

"Television doesn't show how much you must be aware of your own movements or that you must never release your hold over your muscles. This is to help you know your body's limits and bolster your self-control."

"Could this help with my absorbing powers?" Kevin darted his eyes towards Garou as he continued to practice the stance, slowly but surely lowering his knee. It was quite hard when he had to also support his own constant weight with his bent leg muscles.

"I'm no superpower expert, but it should help you in the long run. Also, the pain you're feeling? It's the muscles you've never used before. It will cramp for a while if you mess up." Garou remarked.

"Oh joy. Can't wait for that," Kevin sarcastically uttered, breathing out a disgruntled sigh.

"It won't happen if you do what he says." Gwen reprimanded, performing the movements with much more success.

"How are you so good at it?" Kevin grumbled, feeling too outclassed for his own tastes. Gwen was mimicking the same stance but with much less difficulty. It irritated him.

"She is female. Meaning she is more flexible in movement. More muscles tend to get in the way, usually." Garou informed.

"Plus, I'm a Judo champion back home. I have the trophies to prove it." Gwen smiled haughtily, no sense of modesty present at the moment.

"Show off…" Kevin scowled to himself.

"Don't talk. Flow. Let the weakness bleed out."

"Now I know you made that up…" Kevin grumbled.

Some bystanders took notice of the trio's strange performance. They were not doing justice in avoiding attention now that Max thought about it. Not only that, he had to deal with paying for Garou's food costs once their supply ran out. He already ate half of their food supply in just a few days.

"How am I gonna break this to my kids…" Max sighed as he resumed refueling the Rust Bucket.

It was going to be a nightmare. He didn't even break the past to them as well… maybe he could make up a story where Ben hit himself in the head and got pseudo-amnesia… no, that wouldn't work. They would find out and make the confession even more awkward.

However, something interrupted his thoughts.

A fiery yellow beam slammed into a red van parked close by with a loud, explosive entry. Its back doors were completely caved in, billowing with a mix of smoke and flames.

Max immediately took cover, taking a glance at the source.

It came from a shooter, from one of the trio of thugs. They were wearing black biker jackets and helmets. Each of them had gray armbands with the likeness of a red-eyed skull plastered in the center.

In their hands rested green ion blasters more advanced than any weapon usually seen on Earth. One of them, wearing a helmet painted with green eyes and jagged teeth, glared towards Max's general direction.

"What are you looking at?" The criminal scowled in an annoyed tone. She then aimed her weapon at the elder Tennyson, firing another stream of energy that gradually picked up speed.

"Gah!" Max screamed, jumping down to the ground at the last second. The laser hit a portion of the gas station, creating a giant hole but without igniting the oil, luckily. However, the falling debris did not show mercy on the old Tennyson as it pinned him down.

The explosion alarmed the trio as they looked at the bikers. Gwen immediately turned the beeping dial and shouted before the others could.

"I call dibs!" Gwen called out. She knew he would go there and one-shot them in a blink.

"I call dibs on the others!" Kevin slammed his fists together. He ran for the other two as they started collecting bags of money from the damaged van.

"Go get grandpa to safety if you want something to do," Gwen remarked to Garou with a childish smirk.

Garou simply stared at her in silence before he exhaled and ran towards Max.

"Kick their asses out there." Garou waved.

"Love you, too."

Gwen slammed her palm on the hourglass symbol and transformed into Zirconia once again. She then charged towards the head thug with a determined glare with lumbering steps, her imposing appearance startling the armed robber into a stupor.

"What are you, some kind of freak?" The punk asked rudely, ready to fire her gun.

"No. I am your worst nightmare."

Meanwhile, Garou helped Max out of the rubble, throwing away the debris with casual ease.

"You alright, old man?" Garou rudely asked as he helped the old Tennyson to his feet.

"Aggh, sss, I'll be fine. Where's Gwen and Kevin?" Max asked, rubbing his knees.

Garou took a glance. Gwen was busy deflecting the lasers in her charging forth as Kevin already absorbed the energy from their guns in a surprise attack from behind.

"They're taking care of it. Let's get you fixed up," Garou grumbled as he helped carry Max over to the Rust Bucket.


Kevin snuck up on the lesser gang members as they casually gathered their intended targets.

"So, who wants to go first?" Kevin cockily challenged, cracking his knuckles in anticipation. Confused by this, the thieves blankly looked at each other as if this were a bad joke.

"Your funeral, kid." One with a red helmet covered in spikes glowered, simultaneously shooting a blast with her current partner in crime.

'Ok. You got this, Kevin. Just focus…' Kevin inhaled cautiously, outstretching both of his hands in front of the oncoming beams.

Kevin took inspiration from Garou. Deflecting laser bare-handed was awesome. He wanted to do something like that, but he was so far from that level.

Garou made a suggestion instead. Why not use his Osmosian power to compensate? He also warned that absorbing too much energy might be unhealthy when they experimented with his powers during the trip, like heightened belligerence.

The only problem was that he had never practiced with lasers. Fire, maybe, but not lasers. Either way, it was sink or swim.

The two lasers rocketed closer to Kevin, getting closer to blowing him up on the spot. However, by some miracle, the lasers dissipated into Kevin's open palms.

"Grrrrrrahah!" Kevin's seethed in pain, using his own blue energy to overwhelm the lasers.

The pain reminded him of his time stranded under the sun, doing push-ups for hours as his muscles screamed from burning pain. If there was one thing he got from that training, it was experience in the former.

"W-what the hell?!" The two robbers cursed in shock, huddling closer together.

Aiming his palms back at the two and releasing his breath with practiced focus, he roared as he expelled all of his energy like a breath gone sour.

The laser ricocheted off of his hands.

"Holy!"

"Our guns!"

And exploded their weapons, the aftermath scorching their hands as the scrap fell.

"Whew… damn. I did it…" Though it did leave him somewhat drained.

He gazed at his hands, visibly noticing how burned they were. Actually, he might need some practice… and water. The adrenaline was wearing off.

"Let's get out of here! The money isn't worth it!" They took off their helmets and threw them on the ground, hightailing it out of the general area.

As for Gwen, she already had her blades aimed at the leader's neck, and their gun knocked aside.

The biker was without her headgear, knocked off during the ensuing battle. Her face was rough and tomboyish, pale white skin and short, spiky red hair. She also had black lipstick and had a wide assortment of earrings attached to each lobe.

"Where'd you get those weapons?" Gwen growled aggressively, knowing full well that it was alien-level tech.

"What's it to you? Afraid of hitting a girl?" The biker taunted, daring her to strike.

"No, why would I be? I am one." Gwen replied, confused by the… threat? Was she trying to exploit a bias?

The biker did not react. "...oh… uh…"

Her attempt at bravado and cheap mind games had already failed.

Meanwhile, within the Rust Bucket, Garou was pouring water onto Kevin's hands from a bottle he pilfered from the store. Max was sitting in the driver's seat, already patched up.

"Gotta admit, your first try was not that bad," Garou appraised Kevin's performance.

"Thanks," Kevin smiled before he hissed as the feeling of his singed palms reacting to cool water.

"You still need to work on how to deal with a barrage of lasers, though," Garou pointed out as he prepared the antiseptic and poured it over his hands. Kevin lightly hissed from the stinging liquid.

"Let's worry about that later." Kevin proclaimed, trying not to think too much of that likely outcome.

Garou took out the bandages and handed them to him.

"Your hands are working enough. You can do it yourself now."

"Thanks, man." Kevin took the bandages and starting performing self-care, wrapping the white cloth around his hands.

"You know, looking at this again," Garou stared at Zirconia, apprehending the leader woman, handcuffing her in crystal, "sometimes I think this world is crazier than mine."

"Nah. Yours is still pretty messed up." Kevin blandly remarked.

"I don't recall there being armed thugs with high-tech weapons." Garou pointed out.

"We don't have killer robots and a ridiculous death toll," Kevin remarked.

"I will admit that the death toll is tamer here."

A high-pitched whir sliced through the air, interrupting their discussion.

It came from above their heads, prompting the two to look up.

The floating robots shot red beams of energy that streaked across the concrete, aiming for a distracted Gwen as she was questioning the crystal-cuffed bandit.

"Woah!" Gwen yelped, throwing her captive down before ducking for cover. The lasers thankfully missed the large form of Zirconia, and their originators caromed back for another shot.

"Holy mother of robot gods, what are those things?!" Kevin asked, pointing at the flying robots.

"Oh, right, this is your first time." Garou sighed as he slapped his face, sliding it down until it reached his mouth. "Frankly, I'm kinda sick of them. These are alien robots that kept hounding us these days. Usually, I let the girl handle them for practice."

"Let me guess. They're after the Omnitrix too?" Kevin asked, already knowing the answer.

"Yeah, it is becoming an annoying trend that's getting too old for its own good."

While the gang leader struggled to help herself up, Gwen diverted her attention towards the bothersome drones shooting laser after laser with their spider-like legs.

Gwen fumed in annoyance, clenching her teeth in a low growl.

Gwen shot some crystals at the speedy pests, but she left her back wide open. The felon picked herself up and noticed her energy rifle still on the ground. She grinned as she picked it up and aimed at the crystal alien, but suddenly something heavy bounced off her nape, throwing her to the ground.

"Ahh!" The punk seethed angrily, falling on her stomach.

Getting back up, she looked back to see the cause, an old man coupled with two kids. Angry, she cocked her blaster with rage.

"You'll get yours, old man!" She cocked the blaster, fired a beam at the ceiling above them, and watched as the debris fell on them.

Smiling at her work, she relished the scene of the man being crushed, dust kicking up in the aftermath. She cackled at the sight but stopped when the dust settled.

The old man and the kids were fine. None of the debris fell on him somehow.

"Huh?" She was confused. They should be down and blacked out under the rock.

Emerging from the old man's legs, she saw a kid with brown hair looking at her. There was nothing special about him, but his eyes… she shivered for a moment before she shook it off.

"Enough of this," Gwen growled in impatience. Spotting the drones, she smashed her fists on the ground and created two converging pillars of crystal. They pierced through both androids straight down the middle, rendering them immobile as they hit the ground.

Gwen sighed, brushing some dust off of her shoulders. However, unbeknownst to her, the twin bots began to short-circuit. Their sensors scanned all over the place for something.

"Uh… What did you do?" Kevin unsurely wondered, pointing at the drones freaking out. The lens of the drone honed on the female felon with her unaware.

"How should I know?! This never happened before!" Gwen honestly admitted with the same level of uncertainty. Suddenly, metal tendrils shot out of the robots' bottom section, clamping on their target's neck. They then, much to the thug's aghast horror, dragged her closer.

"Graaagh! G-get off of me!" She screamed, squirming around in prolonged agony. Pulsating red veins surged around her neck and converted her pale skin into a dark red. Her green pants were completely eviscerated, a second pair of cybernetic appendages bursting out of her hips. She grew long metal claws as sharp as katanas, two jet black arms of a similar build popping up from the upper stomach area.

The worst part of the unwilling transformation was her face, large red pupils lined along the forehead and upper lip. Six tentacles then sprouted from the back, writhing around with ions blasters attached to their tips.

The party of four and the remaining bystanders watched as the woman mutated into a monstrous cyber version of herself. The process reminded Garou of how his world's human could turn into monsters - how he also turned into a pseudo monster.

"Are you really sure that monsters don't exist here?" Garou asked Kevin again.

"Dude, I don't even know anymore." Kevin gave up.

There was no way he could defend his world anymore if this keeps up.

"Ohhh. Don't know what the hell just happened, but…" The tendrils on her backfired in unison, combining to form a gigantic red beam that annihilated half of the gas station upon impact.

"Ahahaha! I love it!" The thief guffawed in a power-crazed tone, clenching her clawed hands triumphantly.

"Uhhh…" Zirconia has no comment, stupidly staring at the mutant cyber human, utterly speechless by the turn of events.

"...Dude, she looks freaky," Kevin whispered close to Garou's ear.

"I've seen freakier, but I admit this is new," Garou nodded.

"Oh ho ho ho ho ho! Who wants to tangle with the new and improved Rojo?!" The criminal introduced herself, jerking a gray claw at her chest.

The cowering civilians hiding around the buildings did not answer the call, even the police as they hid behind their cars, unable to stop her.

However, Zirconia stepped up, ready to defend the people and save the day.

"I will-!" But in a flash of red, Zirconia suddenly returned to her human self, "-lllll… uh…"

Garou and Kevin stared at Gwen as she sheepishly stood in the open, looking up at the imposing, upgraded super criminal.

"Hehe. On second thought… he will." She then ran to the side of Kevin and Max, hiding from the female cyborg.

Rojo looked at the girly pipsqueak, then at the other pipsqueak that stepped up, a kid no less than ten by looks alone.

"Hah, well, time to stretch my legs," Garou smirked as he walked into the open field, flexing his fingers open as his lips slowly curled to a grin.

"Oh? What are you going to do, twerp? Rust me with your tears?"

Rojo laughed, looking down at him both figuratively and literally, as she pointed her claw at the tiny boy.

"I'm gonna take home a souvenir. One of your arms should do." Garou replied.

"I'd like to see you-" Rojo was interrupted by Garou being only a few inches away from her side. How did he get there so fast?

"I'll take this one."

Rojo stared at the boy's hand… seeing a severed robotic arm, and then looked at her fresh, sizzling stump. Metal shrapnel and electricity leaked from the stump of her lower left arm. The pain only took another second before it finally clicked with her receptors.

"AHHHHHHhhhhhhhhh!" She hissed in great pain. "Why you!" Rojo fumed with ground teeth, slashing two of her claws at Garou.

However, the moment she pulled her arms back to swing, she suddenly felt something impacting her jaw. From one of her eyes, she saw the squirt kicking her cheek with the force of a dinosaur, leaving a cratered bruise on her cheek as teeth flew and wires snapped.

The sound made the others flinch, the noise so crisp they could almost feel it from afar.

Rojo cried, a prominent crack being indented in two of her eyes as the boy followed up with an aerial roundhouse kick to her temple. As she stumbled back, spinning out of balance, Garou grabbed two of her robot tentacles before she fell.

"I'll take these, too." Garou grinned as he stomp-kicked Rojo's back.

The force of Garou's shoe sent her careening into the wall of a nearby building, Rojo screaming when he ripped two more of her robot limbs from the sockets, oil squirting out of the ripped nozzles.

Garou tosses the limbs towards Gwen's feet. Gwen stared at the robot tentacles with confusion and slight disgust.

"Hold this for me. I'm getting another one."

"In your dreams!" Gwen shouted, though Kevin, on the other hand, picked up the mechanical tendrils.

"Don't mind if I do." Kevin ran towards the Rust Bucket.

"Ugh, boys."

Stirring under the rubble, Rojo emerged, blasting the stone and dust away from her with a furious roar.

"You little shit! You're dead!" Rojo screamed in a blind rage, using her enhanced strength to jump from the wall with the intent to trample Garou.

In the air, her lasers all lined up in combination, all aiming for the boy's head.

However, before she could fire, she could no longer feel the tentacles on her person.

"Eh?" Rojo looked back, seeing the bastard in the air behind her with her remaining laser-shooting appendages in his hands.

"You can keep them!" Garou dropped all but one and lashed the last tentacle at her, smacking her back into the dirt with a long ringing crack.

Her face dug a shallow trench in her crash landing, the damage to her systems now flashing critical as status reports popped in her cyberized optics.

"What are you doing?! Get me the Omnitrix!" A raspy, highly intimidating voice rang through Rojo's head. Every word he spoke stabbed the part of her mind that was still human as her head rang with aching pain.

Rojo moaned, clasping her ears in absolute suffering. Another psionic wave of sorts entered her subconscious, greatly enhancing the suffering she was forced to endure.

"Resistance is futile! You live to serve me, now!" Slit red eyes surrounded her entire vision, a shadow concealing the speaker's true form.

"I work for me and only me, freak!"

Rojo grit her teeth as she pushed herself to her feet, but she crashed back down into the dirt when Garou landed on her head.

"Graaah!"

She roared, rising again much faster, but Garou leaped and stomped her back down into the dirt, rupturing her metallic cranium before he jumped back, landing before Rojo's view.

"You're losing to a child?! How pathetic! You're a disgrace to the might of Vilgax!" Vilgax revealed himself, his black lips contorted into a firm grimace of outrage. He was a green squid-like organism with tentacles circled his chin in the form of a beard.

"Shut up! He's just a squirt!" Rojo snapped, refusing to give in no matter how injured her new body was.

Smiling, Garou raised his hand, revealing shrapnel between his fingers, before he threw them. Each shard struck her extra eyes with inhuman precision, killing more of her widened field of vision as sparks combusted from her wounds.

"Who's she talking to?" Kevin pointed out, wondering if Garou hit her head a bit too hard.

"I don't know. Maybe I could find out…" Gwen thought to herself, peering at the still charging Omnitrix.

"Alright, you little shit. What the hell are you?!" Rojo shouted as oil leaked from her cracks, dripping down from her extra eyes and cracks riddling her body.

"Would you believe me if I'm just a kid that knew martial arts?" Garou taunted, wagging his finger at her to come at him.

Rojo's left mechanical eye twitched, her patience past the turning point.

"That boy… I've seen him before." Vilgax mused to himself; his red eyes narrowed dangerously. Then, an image of his first two drones being ripped to pieces came to mind. "Him! He must be protecting the Omnitrix! Question him, you fool!"

Rojo, still running on adrenaline and rage, clutched her head in stubborn resistance as the ringing pain spiked exponentially.

"G-get out of my head!" Rojo roared, slamming her fist on the ground in rapid succession.

Gwen twisted the dial of her Omnitrix, trying to find some way of getting it back to working condition. Her eyes then focused on Kevin as a dangerous idea crossed her mind. Knowing Kevin, it should work.

"Kevin! I need you to touch the watch!" Gwen demanded, knowing the perfect alien she could utilize.

"...What?" Kevin asked in uncertainty. "You want me to do what? Wait, what are you thinking?"

"It's not fully charged yet. I think a tiny bit of your energy will hopefully start it up again." Gwen hypothesized, holding the Omnitrix's red dial towards Kevin's hand.

"Are you sure about this?" Kevin gulped. "Do you know how advanced that tech is? We don't even know what tinkering it with will do!

"Just do it! There's something I need to know, and I can't do it without the watch!" Gwen insisted.

"...Don't blame me for what happens next." Kevin placed a single finger on the watch's symbol, transmitting a jolt of electricity into its inner circuitry. The Omnitrix then flashed between red and green before stopping abruptly in a haze of resulting steam.

But the experiment, much to Gwen's relief, seemed to work.

Kevin took a shaky step backward, feeling nauseous for some unknown reason. He looked and felt normal at first glance, but something extra began to form within his body. He just didn't know what that was.

"You okay?" Gwen checked in concern. Kevin, a little bit of sweat trickling down his arms and forehead, nodded carelessly.

"Y-yeah. Do what you got to do…" Kevin encouraged, shooing her away with a hand gesture.

Gwen raised an eyebrow but nodded in agreement anyway. She then twisted the Omnitrix's dial and stopped at her intended selection.

"Ok." Gwen pushed down the dial, causing green circuitry to surge around her body. Her entire body became a massive blob, both eyes combining into one green circle. Gwen's hands became equally large, sporting a light blue color near the palm and a darker blue on top.

"Upgrade!"

Gwen shouted once she finished transforming, although her voice considerably more muffled. Upgrade then made her way over to the beaten Rojo as she continued to convulse on the floor.

Meanwhile, Garou was watching Rojo's spectacle of venting her violence against the defenseless ground. He wondered if he broke something in her head when he kept kicking it like a soccer ball.

"Did I break your brain circuit?" Garou called out, wanting a response.

"You are only human, girl! No matter how strong you think you are, you will break. Listen to my demands, or else you will live the rest of your life screaming without rest!"

Rojo screamed, the pain starting to grow too unbearable for the tomboy as she reached her breaking point.

"Shut up! SHUT UP! SHUT UUUUP!" Rojo shouted in desperate pain.

"Garou, let me handle this!"

An inflated palm was placed in front of the Hero Hunter's face.

Garou turned to Gwen, seeing her as Upgrade. Strange… shouldn't she still be in recharge?

"How'd you get your watch working?" Garou asked.

"Um, it just did?" Upgrade nervously shrugged.

"I was counting." Garou countered. "You should have at least one minute left."

Gwen flinched when Garou pointed that out. Of all the things she forgot, it was how perceptive Garou was in studying others.

"I get the picture, but can we talk later? There's something I have to." Upgrade pointed at the mentally unstable Rojo.

"...You better know what you're doing." Garou did not question her further.

"Wish me luck." Upgrade nodded, positioning herself directly over Rojo's body.

"This will only hurt for a second."

Upgrade melted herself into a goopy mass, consuming each of Rojo's limbs. To Rojo's shock, her body became one with Upgrade, a tough suit of blue and green keeping the cyborg female in the place. Blue electricity surged to life all over the two as they fought for dominance, Gwen successfully managing to invade Rojo's mindscape. What she saw was more disturbing than expected.

"Huh? What is this place?" Upgrade darted her malformed head from left to right. She seemed to be floating around in a central nervous system still in the form of Upgrade.

The background was green and yellow, separated into sections by red veins. There was no gravity, no sense of direction. She felt as if she was drifting in a sea that she could not swim or control for some reason.

"So the wielder of the Omnitrix decided to enter as a Galvanic Mechamorph. Listen to my every word. Be afraid!" A gigantic version of a dark green face with menacing red eyes and squid tentacles for a beard materialized from thin air, glaring at the transformed Gwen maliciously.

"You cannot run, and you cannot hide from me. I will find you, and when I do, I will retrieve my Omnitrix! No worthless brat will ever prevent that!" The alien spitefully warned with malicious conviction. Without warning, Gwen whole, cutting off her connection to Rojo's mind.

"WAHHH?!

Upgrade jumped off of Rojo's body and fell backward into the pavement from exhaustion. Thankfully, she did it after she managed to separate and destroy all of Rojo's drone attributes.

"Gwen!" Max, recovering enough, got out of the Rust Bucket and ran. Kevin followed him as they joined Garou, seeing her groaning as her dial flashed red and her transformation undone in a flash.

Her complexion seemed dull, drained. As if she had endured a trauma that knocked out her spirit.

"Talk me, Gwen. Are you holding up alright?" Max asked, holding up Gwen's head.

Gwen gasped in dread when she opened her eyes. She was shivering, a face of pure fear Garou nor Kevin had seen on her before.

"I… I don't know… It was so cold in there…" Gwen gasped in dread, struggling to breathe properly.

Garou looked at Rojo, the female biker now all flesh and blood, seeing her groaning until she fell unconscious, then back at Gwen as she curled up into a ball. Seeing the usual happy, stubborn girl reduced like this from experiencing her first horror did not sit well with the former Hero Hunter.

She was trembling. She was hugging herself as if trying to stop herself from shivering.

"What did you see?" Max asked.

"...I saw someone, Grandpa… He said he is coming for the Omnitrix… And… I am scared..."

Garou looked away for a moment, now in thought as he Pondered everything so far. Gwen must have had a confrontation with the mastermind behind the robot hordes somehow when she connected with that cyberized freak.

"...Do you want to talk about it?" Garou asked.

"...Maybe. Not right now, though." Gwen gave him a soft smile.

The incident came to an end.

Afterward, the four received cheers from the people around, got free gas and food for the road. The four finished refueling the Rust Bucket and made their way out of town towards their next destination.


"Do you really have to bust their gonads, dude?" Kevin asked in the Rust Bucket.

"What? It was either that, or I beat them bloody." Garou remarked as he ate his fifth sandwich, filled with lima beans and omelets.

"Alright, I admit, it is a little funny, but I could almost feel their pain when you did it."

The two talked about their encounter with some thieves at the pier. It was Kevin's first time seeing the former villain doing hero work. It was not what he expected, even though he knew what kind of person he was.

"At least it didn't end up like last time." Gwen pointed out in begrudging relief, thinking back to the arsonists Garou brutally assaulted.

"What happened there?" Kevin mused in growing interest, hoping that this incident would be a bit more brutal.

"I beat them up." Garou succinctly summarized.

"Yeah, to the point where blood got on my cousin's hands. And that wasn't even your worse act of vigilante terrorism." Gwen rolled her eyes as she huffed, glowering at Garou's dismissal scoff before it grew into a grin. She did not like that grin. It was almost as annoying as Ben's.

"Say, I never got to ask. How are you holding up with your first trauma?" Kevin asked Gwen.

"I… I'm doing fine." Gwen sighed. "I was just caught off guard, that's all. When I see Squidbeard, I'll be ready to sock it in his face." She gestured with a fist pump in the air.

"Speaking of that moment, dude," Kevin turned to the other boy. "Gotta say, the way you simply took her arms and laser-shooting tentacles was beyond cool!" Kevin shouted, making gestures that showed Garou ripping Rojo's arm and tentacles off.

"Hey, can I get a souvenir next time you-"

"No way. Get your own trophies…" Garou stopped, eyes widening when an idea hit him, "but if you can get those things working, then maybe I will." Garou offered.

The two smiled as their desire to fire lasers resonated.

"Don't even think about it, you two. Being able to move faster than light and pick apart robots unarmed is one thing, but giving you live firearms is another matter." Max called out from the driver's seat, putting his foot down before Garou crossed the line.

Again.

It was a strange feeling, a childish urge that Garou could not control that brought back nostalgic sensations when he was a child, the desire to fire a laser weapon… but it was also a contradiction. Garou shouldn't be this enthusiastic with the prospect of getting an alien laser… well, he did admit it was cool, but… there was something peculiar about this… ah, well, it was probably nothing.

Gwen, momentarily lost in her own thoughts, suddenly lit up in response to a sign posted outside of the Rust Bucket as it drove. It was painted light blue with the likeness of a smiling clown posted in the center.

"Oh, oh, oh! Hey, guys! There's a sign advertising Zombozo's Traveling Circus of Laughs! We should go!" Gwen beamed with excitement, her maturity regressing somewhat at the mention of said 'fun' accommodation.

""Huh?""

Both boys looked at each other at the mention of 'circus.'

"Have you ever been in a circus?" Garou asked.

"Nope. you?"

"Me neither. I've experienced my fair share of extremes, so I don't think a circus would cut out for me." Garou shook his head.

"Yeah. Our life is definitely cooler than a circus." Kevin agreed.

"Oh, come on! I love the circus!" Gwen attempted to convince, looking at Garou with puppy-dog eyes. Her lower lip was curled into a considerable pout.

Garou looked at Gwen for a moment, seeing her attacking him with quivering eyes and a trembling bottom lip.

"No." Garou denied.

"Pleeeaaasse?" She asked.

"No."

"Pleeeeeaaaaaassseee?"

"I don't want to."

"But, it's soooooo fun!" Gwen whimpered, limply dropping at Garou's feet in a childish trance.

Garou's eye twitched for a moment.

"...Hah, fine. But you owe us one." Garou grumbled.

"Yeah!" Gwen whooped, giving Garou a short but immensely tight bear hug. She then sat back down in her seat, humming contentedly.

"Seriously? What are you, five years old?" Kevin scowled mockingly. Just when this summer got interesting, something extremely lame had to come out of the blue and ruin it.

"Whine all you want, but Grandpa's already heading there as we speak." Gwen smugly grinned, gesturing a hand towards the driver's seat with satisfaction

Garou and Kevin turned to Max as he looked back at them through the rearview mirror… giving them a playful smile.

"Et Tu, old man?" Garou asked the joyful traitor.

"Hey, I haven't been to the circus since I was a boy. Even an old man like me has to have some fun for a change." Max shrugged nostalgically, heading to where the sign directed.

Garou and Kevin made eye contact, sharing their visual disgust.

"Hah, let's just get this over with. But only if we can make laser guns out of my souvenirs," Garou stated.

""Don't even think about it."" Gwen and Max chastised in unison, glaring at Garou with tandem disapproval.

"Killjoys." Kevin glowered with Garou, but their desire to create laser guns still burned.

Garou still questioned his desire for lasers, though. He could understand the appeal, and those were alien guns, but… he is a martial artist… was his childhood side awakening in this body? Or…

Regardless, he didn't mind. But he did mind the torment of a wasted day.

"You people are alright with me tearing up some robot girl's arms and tentacles, but you won't let me find a way to make guns out of them?" Garou pointed out.

"One, those weren't her actual arms. Two, circuses are highly populated areas filled with multiple people that the crossfire can harm. Need I go on?" Gwen remarked knowledgeably, listing off the two points of said explanation with her fingers.

"I am good with weapons." Garou rolled his eyes as they headed towards the circus.

"The answer is no! Hear me? N-O! Get that through your thick skulls and enjoy the circus!" Gwen shouted angrily, her hands clenched into prominent fists.

""Booooooo!""

Both boys fired their thumbs down as they entered the circus.

"You know what, Garou? I'm starting to think that Ben and you are more similar than you think." Gwen snapped, portraying that as more of an insult than anything else.


Zombozo's Traveling Circus of Laughs was mostly a giant blue and orange tent lined with concession booths of various kinds. Its entrance was marked with a large black sign that simply stated the word circus in orange lettering. Surprisingly, despite the archaic, run-down nature, everyone living in the nearby town seemed to be attending. The question was, for what exactly?

The four walked into the entrance, the road towards the tent lined with stalls of circus games on each side under the night lights.

"Ohhhh, looks like the entire town turned up for the show." Grandpa chimed at the crown, mingling with their group.

Garou observed his surroundings, finding something a bit off with the setting. For some reason, he felt as if he was an animal taking in bait laid inside a cage. The way the picture of the giant clown looking down at them from above, holding what seemed to be the world, did not sit well with him. It looked like a monster smiling down at the prey that entered its den.

"Dude, don't this place feel… I don't know… suspicious?" Kevin whispered over to Garou, making sure Gwen didn't hear in on their conversation.

"I feel like we're walking inside a monster's mouth for some reason," Garou agreed, on guard for anything criminal.

Then, the spotlight shone on a stage, showing a man atop a podium, a presenter garbed in grandeur circus attire.

"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!" The ringleader introduced, gesturing to a hulking figure with his cane. He wore a black, skin-tight bodysuit and, as his name implied, had a face resembling that of a human thumb. His green hair was cut into the shape of a fingernail to prove this comparison true.

"Grrrgh!" Thumbskull grunted, completely bending a metal bar with his thick neck. He then took the busted pole and effortlessly tossed it up into the air. To the shock of many, a long rope of red hair caught it at the last second.

"And presenting Frightwig! When this beauty lets down her hair, no telling what can happen!" The short mustached man announced, directing the audience's attention to his next performer. Frightwig was a young, curvaceous woman with four tendrils of red hair twirling atop her head, each of their tips ending in iron spheres. She wore a black outfit with yellow striped sleeves for the arms, and her entire skin painted a pale white. She gently bent the metal bar into a pretzel with two strands of hair and then threw it on an anvil.

"And last, but not least, the freak whose unique skill is as vile as his attitude: Acidbreath!" He concluded passionately. This third circus performer had a black muzzle attached to his mouth, concealing all but a bulging red eye with black eyeliner. He then used black-yellow striped sleeves to remove his confinement, revealing a rancid pair of green gums and teeth. He then breathed out a prolonged plume of toxic gas, instantly melting the pole and anvil all in one.

Gwen and Max sighed with awe, along with the others.

Kevin and Garou looked at them with greater suspicion.

"Are they human?" Kevin asked.

Garou sniffed the air a little.

"They smell weird."

"You can smell them from here?" Kevin whispered.

"Something I picked up living in the woods when hunting for animals." Garou shrugged. Living outside and off the land did allow Garou to hone his tracking skills.

Kevin, starting to get bored, snuck away from Max and Gwen when they were distracted. He quickly motioned for Garou to follow him, and he did, both tip-toeing towards a partially open tent set up somewhere away from the crowd.

There was a crack in the curtain, showing just a small semblance of light.

"Hey, look over here," Kevin whispered, pointing his finger in the smaller tent's direction.

Garou, looking at them for a moment, shrugged and decided to follow Kevin. While he and Kevin may share their dislike for the circus, Garou knew something was wrong here. His experience and instinct rang with suspicion.

The two cautiously peeked through the crack, spotting an all-too-familiar clown based on what they observed within the circus.

"Hahaha! Howdy, folks! Are you ready to laugh?!" Merrily guffawed the strange clown. He had a bush of spiky red hair, some of his bald white head left uncovered.

"...he smells like a corpse laden with preservatives." Garou pinched his nose.

"Perfect! You're gonna knock'em dead! Hahahhaha!" The clown snickered evilly, placing a black top hat on his head. He then licked his black lips with a long, snake-like tongue, focusing too much on his own reflection to spot Kevin and Garou's spying forms.

"...let's get out of here," Garou said as he pulled Kevin away, now really creeped out by the clown.

As they caught up with the others, Kevin and Garou whispered to each other.

"Is this how every circus is?" Garou asked.

"I'm pretty sure not every circus is this bleak and dark. Or has freaks that can melt things with their breath." Kevin shook his head.

"What do you idiots think you're doing?" Gwen interrogated in an unamused tone, suddenly appearing out of nowhere. She tapped her foot impatiently, expecting an answer.

"Um… exploring?" Kevin abruptly answered with a nonchalant shrug of his shoulders.

"Yep. Just exploring." Garou nodded.

"A likely story. Just get your butts over to the tent. The show's about to start, and grandpa got us seats." Gwen scoffed irritably, smiling brightly once she wandered away from the daring duo.

The two looked at each other for a moment, slowly starting to regret coming here. Sighing, they followed the cheery girl right next to the elder.

Kevin sat next to Garou because he was literally the only guy that would beat everyone up if they turned on them.

Gwen sat closest to Garou somewhat.

Garou was too busy staring at the center from his bleacher; his mind stuck to the looming omen in the distance.

"Ladies and gentlemen! Children of all ages! The circus of laughter is proud to present… the Sultan of Smiles, the Clown Prince of Chuckles, the Grim Tickler himself, and the star of our circus: Zombozo, the Clown!" The ringmaster cheered excitedly, cuing a pink car to drive across the stage. The honking vehicle came to a sudden halt, its car door opening to reveal said evilly grinning clown. He outstretched his arms, ensuing a fit of laughter in his audience, including Gwen and Max.

"Eh?" What kind of person would name himself Zombozo? Was he trying to tell everyone that he was a literal walking corpse?

Zombozo's car then suddenly adopted a mind of its own, performing donuts in the dirt before stopping. It then revved up its engines, aiming to run the clown over. However, Zombozo just smiled and goaded it on with a red blanket, acting as if he were a matador. In response, the car drove straight through it, exploding in a sea of confetti. This act seemed to cause the viewers to laugh even harder.

"I admit, the magic trick is impressive," Garou admitted.

"See?! I told you you'd like it!" Gwen giggled.

Zombozo, relishing in this unanimous reaction, narrowed his eyes sinisterly with an even larger smile.

"If you love clowns, then this is the place to be. You're gonna die laughing." Zombozo sneered, standing in front of a gigantic device glowing to life with blue energy.

Garou and Kevin shared a look. Everything about this seemed just as dreadful as it appeared on the surface. They then looked at the machine behind Zombozo, finding it sticking out like a sore thumb, a zebra among the herd of stallions.

"That's a Zombozo guarantee." Zombozo grinned slyly, the blue orbs on his hat and sleeves beginning to light up as well.

Before Garou could mentally retort, he felt Gwen hugging his arm at the side while still laughing.

"I've never been very good at math, but it seems I've got your undivided attention. Now, how about some volunteers?" Zombozo wondered, placing a hand over his ear in search of any distinguishable laughs. His hearing picked up the sound of Gwen's vibrant giggles.

"Ohhhh! So full of life!" Zombozo turned to Gwen. Garou sensed a predator's gaze laid upon the girl. He immediately hugged her close to him on instinct, glaring at Zombozo as his eyes started to glow sulfur within his vibrant green.

"For now…" Zombozo muttered to himself, his jagged teeth clenched in latent desire.

Gwen was shocked out of her laugh upon seeing Garou hug her so close, starting to realize that he was holding her. She started to blush.

"G-Garou, what are you doing?" Gwen asked in confusion, wondering why he was interrupting her enjoyment of the show.

Garou did not answer. She only saw eyes darkening with rage, something she saw before, but it was starting to grow with intensity, beyond what she was used to. The air was darkening Garou around her; shadows started to crawl around his form.

She did not know if her eyes were playing her, but Garou was starting to scare her.

"Garou, you're holding me a bit too tight. What's going on?" Gwen continued in curiosity, looking around for any sign of trouble.

Garou pointed at the center.

"Something's wrong." He could feel it. There was a pull in the air, an unnatural hand brushing through him and those in this tent as if browsing them for something inside. Hiding within the colorful spotlights running around the tent, it tugged on him, but it immediately released him. Garou brushed the holder off, refusing it with ease.

However, it grabbed hold of the others. Something was pulled out of the spectators.

"Uh, guys. Is that normal?" Kevin uneasily pointed to an ominous blue aura surrounding some of the audience. As they laughed harder, life seemed to be literally drained out of them, their skin turning wrinkled as their souls were gradually transmitted to Zombozo's machine.

"No." Garou's face twisted into that of rage.

If his eyes weren't deceiving him, the clown was somehow robbing the spirits of the people in this tent. He didn't even know that it was possible, but here it was, someone showing him the impossible.

He made a promise not to brutalize the criminals minus the aliens. However, amidst the herd of spirits, Garou caught sight of Max's distorted face entering the machine.

The clown had stolen the soul of someone… Garou did not know. 'Acquaintance' was too weak of a word to describe it, but he felt as if there was something calling out to him, like a conscience, to stop whatever was taking place. However, it also fueled an inexplicable anger Garou could not describe, so he complied with his inner rage as he and it agreed on one thing.

The clown had made this personal.

"Gwen. Kevin." Garou asked as he stood up from the bench.

"Go outside for a moment. I need to have a word with the clown." Garou did not bother to let them retort as he walked down the stairs. His voice was an intense calm.

They had never heard Garou this serious before. There was no playful coyness or sadistic anticipation like before. It was pure business.

He was angry.

Gwen glanced at her grandfather, noticing that his laughs were much more weak and half-hearted the more he was influenced by Zombozo's powers.

"Grandpa!" Gwen attempted to reach for his hand and shake him awake, but nothing seemed to work.

Kevin got the picture and grabbed Gwen's wrist.

"We'll come back for him later! The dude can handle it!" Kevin assured and dragged her towards the exit. Gwen looked back for a second but followed his instructions anyway.

Zombozo, noticing Garou's furious gaze, laughed at the 'boy' as if he weren't a threat to his plans in the slightest.

"What's the matter, sourpuss? Ol' Zombozo not doing it for ya?" Zombozo guffawed carelessly, the power from his machine granting him the ability to levitate in place.

Garou did not smile. Beneath the exterior of the ten-year-old laid the boiling rage of a warrior that had a debt to collect.

"You like my invention, kid? I call it the Psyclown. It drains the positive energy of these poor saps like a wet sponge at a pool party!" Zombozo explained, his voice sounding more demonic as his true intentions were revealed.

Garou looked at the device behind him, finding the crude design just as distasteful as its purpose.

"It looks rotten like you."

"Ooooh, I'm so scared! Face it, brat! By the time my show makes it to the bigger cities, I'll have all the power I need! Millions of people… all laughing… feeding me! Making me stronger!" Zombozo shouted, flexing his muscles in mid-air for further emphasis.

"I'll think that girl will do wonders, though. Her positivity seemed so… intoxicating!"

Zombozo closed his eyes as he shivered with ecstasy. However, when he opened them up, the boy was not there.

"It's too good for you," Garou spoke behind Zombozo with his leg already raised. "And I'm gonna wring them out the only way I know."

His answer was to beat it out of him as he slammed his heel into the clown's oblivious skull, pressing it down the dirt as the ground cracked wide enough to swallow his head to his neck.

The clown could only remember the pain, but not how it happened. Quickly, he raised his arms and pushed his head out of the ground.

"I-I see your punchline, but where's the joke?" Zombozo chuckled woozily, invisible stars spinning around his head as he tried to regain control of his balance.

Garou appeared before Zombozo and impaled his fist into his stomach, grinding his organs as spit flung from Zombozo's mouth.

"This is the punchline. And you're the joke." Garou quipped as Zombozo growled, swinging his arm to swat him away.

But when he did, he hit nothing but air. Where'd the kid go? Zombozo flung his head left and right, his machine lifting him by the chord to grant him a bird's eye view.

"Of all the things I've fought, I've never killed a zombie clown before. You do know I can smell the dirt from your clothes?"

Garou's voice echoed around the tent, bouncing around the tent with no distinct source. Zombozo no longer found this funny anymore. Who the hell was this kid? What was happening right now?

"What are ya gonna do then, huh? Don't want to keep the audience waiting!" Zombozo continued to laugh, thinking that Garou was already too late to stop him.

The audience slouched in their seats, drained with blank focus.

From the spectators' eyes, they saw a shadow drop from above and immediately crashed through the device; the machine immediately dropped, sliced clean as the shadow crashed into Zombozo heel-first into his skull.

"Ahhhhh!" Zombozo fell face-first along with the pieces to the ground as the machine behind him immediately exploded.

He looked behind him as he saw flames licking the metal, the souls he collected already freed from the container.

"Hey, Hey! My machine!" This was no longer a funny joke. His smile reversing into a frown.

"You ruined everything! Where's the fun in that?!"

Zombozo turned back, seeing Garou before him. He was holding something. They were the glass containers Zombozo strapped around his arms and hat meant to carry around his midnight snack.

Zombozo quickly patted his arms and hat, finding them gone.

"It's just starting." Garou dropped them to his feet and stomped them to powder, releasing the remaining spirits trapped inside.

"We haven't even gone through the first page. Isn't that fun?" Garou grinned as darkness started to take root around him.

Something stabbed Zombozo's heart for the first time since a zombie bit him on that fateful day. It was fear.

"Hey, hey…" Zombozo slowly retreated a few steps. "W-We're all pals here? Can't we just talk about-"

His face immediately caved in when the boy smashed his face in.

"-this-?!"

The boy was fast, already pouncing on Zombozo as screams filled the tent. The victims fell asleep during the carnage before them. They did not witness the beast tearing out the screams from its prey.


While Zombozo attempted to feed on the souls of his victims, the trio of freaks helped themselves to steal whatever they could get their hands on. Thumbskull punched his massive hands through a jewelry store's glass display, scooping up gold watches and precious gemstones. Acidbreath utilized the toxicity of his respiratory system to dissolve entire car windows, ripping out car radios with the intent of selling them illegally. Frightwig then took advantage of her sentient hairdo to rip out an ATM Machine from its hinges, dollar bills, and loose change falling onto the sidewalk below her two feet.

"It's payday! Hahahahah!" Frightwig laughed jokingly, closing her piercing yellow eyes in pure delight.

Meanwhile, peeking from behind a car, Kevin and Gwen witnessed the criminal act with their own eyes.

"Sheesh, well, if I was ever right on one thing, it is that sometimes you can judge a book by its cover," Kevin commented.

"I couldn't do that with Zombozo…" Gwen sighed, disappointed in herself for not seeing the signs that he was not an ordinary clown.

"I get where you're from. But even the kung-fu master could see something wrong. He agreed. That is saying something now that I think about it." Kevin half-gloated as he looked at Thumbskull walking out of a bank with a bag full of money. He wondered if he should scrounge for a few hundred dollar bills for himself… well, they won't miss at least ten.

"Yeah…" Gwen muttered to herself, holding up the Omnitrix to see which alien she should select.

"What are you thinking of using?" Kevin quietly exclaimed, raising an eyebrow.

"You'll see," Gwen smirked knowingly, slamming her palm on the watch's dial in a flash of bright green.

This time, she went with Wildmutt. She became a feral hound of orange fur, hind legs, and paws like a panther. She was faceless, with no eyes, and on her neck was a pair of gill-like organs breathing in and out as she huffed. Her body was somewhat lithe, similar in structure to everyday felines with a long, skinny tail to match.

"Graaghgrr!" Wildmutt roared viciously, slobber spraying from her fanged maw. Some of it almost drenched Kevin, much to his disgust and aggravation.

"Hey, watch where you're aiming that!" Kevin scolded, his protests inadvertently provoking the attention of Frightwig, Thumbskull, and Acidbreath. The three's eyes collectively widened at the sight of Wildmutt's carnivorous appearance.

"What the hell is that?" Thumbskull choked out, unintentionally dropping down his bags of money.

"That, freaks, is my pet. And she does not play well with others. Sick'em, girl!" Kevin commanded, pointing at Zombozo's gang of thieves.

In response, Wildmutt spat at Kevin in protest for calling her his pet.

Kevin only frowned as the drool dripped from his chin, "Ok, I deserve that, but still."

Gwen shared a toothy smirk before charging the three. Due to her lack of eyes, Gwen was able to track each freaks' scents with her gills.

The three freaks dropped their loot in response. Thumbskull growled as he charged towards Gwen, shoulder first in his charge as Frightwig flanked Gwen's left, and Acidbreath set his eyes on Kevin.

He quickly climbed onto a random car, laughing in eerie rasps.

"You have nowhere to go, runt." Acidbreath seethed threateningly, preparing to spit out an entire stream of acid.

Kevin began to think to himself, wondering if he could experiment with any new abilities he might have developed. His mind wandered to the moment he touched Gwen's Omnitrix during the confrontation with Rojo.

'Hmmm, I wonder…' Kevin glanced at both hands, small sparks of blue electricity surging to life within the pores of his skin. He then outstretched his arms, focusing all the power he had into his left and right palms.

'Come on. Please do something.' Kevin inwardly pleaded with desperation, tightly shutting his eyes in case anything went wrong. When Acidbreath sprayed a hydraulic blast of toxic waste at the boy, twin fireballs materialized as a defense mechanism. They combined into one giant mass of flame, dissolving Acidbreath's spittle and heading straight for said mutant.

"Oh crap!" Acidbreath gulped fearfully, jumping off of the car as Kevin's elemental beam severely damaged its front. Kevin's eyes widened at his smoking hands, the heat not bothering him in the slightest.

"W-Woah… I got Heatblast's powers… Awesome!" Kevin cheered to himself in excitement. Wanting to test out the extent of these new skills, Kevin generated more heat throughout his entire body. This resulted in his arm swelling up in both length and width, becoming molten red with fiery yellow fingertips. The transition stung a little bit, but it was worth the price of admission in Kevin's book.

"Heh heh! Oh, I like this." Kevin snickered anticipatedly, clenching his alien-like fist with widened eyes. He set his sights on the fleeing Acidbreath, a look of malicious intent starting to develop.

Meanwhile, Wildmutt made short work of Thumbskull and Frightwig despite the initial struggle. Frightwig was tangled up in her hair, unable to move after Wildmutt was able to flail the female freak about like a life-size chew toy. Thumbskull was pinned under a pick-up truck, his body going completely limp from the excess weight.

She grinned triumphantly over the bodies as she stretched herself, releasing the stress from her work. Looking at Kevin, she saw something unusual in her thermal vision. One of Kevin's arms burned brighter than the other.

"G-get away from me, monster!" Acidbreath struggled to cry out, pathetically crawling away in a vain attempt to protect himself.

"What's the big deal? I just want to give you a permanent facelift. I think you need it." Kevin joked facetiously, another small inferno building from his enlarged palm. The heat was starting to get to the balding circus performer, nerve-wracked sweat pulsating all over his pale skin.

"I'll turn myself in! All three of us will! Just don't kill me!" Acidbreath attempted to convince his list of possible options wearing thin.

"Sorry. After what your boss did, I don't think I'm in the mood for mercy." Kevin growled matter-of-factly, hovering his extraterrestrial appendage in front of Acidbreath's face. Said freak's semi-broken jaw was opened to its full capacity, showcasing all of his rotten teeth.

"Graaghghh!" Gwen pounced to the rescue, hurriedly hitting Acidbreath's head with her paw before Kevin could fully lobotomize him. In an instant, much to Kevin's outrage, Acidbreath was knocked unconscious.

"You just made a big mistake, Gwen." Kevin fumed irritably, the mutation gradually spreading to the left side of his face. A white-hot flame singed his black hair, coating the boy's skin dark red as well.

"Grrrrrr," Gwen growled in disapproval, having no idea how Kevin adopted the appearance of Heatblast.

"Hehehe. I don't know about you, but ask yourself. Why let them live, huh? I mean, look at them! They're really freaks on the inside and out! Why bother with them if they're just gonna continue robbing?" Kevin roared in building insanity, the heat around his body skyrocketing considerably.

She spoke, but instead of words, only snarls and barks came out. Gwen pointed at Kevin's arm and then at her own dial, tapping against the hourglass with her claw.

"Yeah, so what if I absorb your power, huh? You are the one that asked for it! Besides, I am finally useful for once! No longer do I have to sit back and watch you two do the cool things! I want to be cool too, you know!?" Kevin countered, his inner frustration finally coming to fruition.

Gwen looked at Kevin, staring at him in silence. Kevin could not tell since she had no eyes, but he could tell she was looking at him with sympathy.

"What?! I don't want your pity! I just want to be strong like you! Like HIM! I want to be someone everyone can respect! It's just not fair!" Kevin shouted fiercely, stomping his foot on the ground in a fit of anger.

Gwen shook her head as her dial started blinking red. Once she transformed back, she finally responded.

"Kevin… I didn't know."

"You didn't know? Really?! Then come on, what do you know, huh?!"

Gwen closed her eyes, trying to develop some words of wisdom to help Kevin cope with himself. Then she remembered something that Garou once mentioned.

"Because every journey starts with a single step, Kevin… I am sorry if I gloated before. I shouldn't since you just took your first step towards this journey." She looked down, feeling a little ashamed of herself. When she lectured Ben on reading others, she was indolent in reading those close to her.

"Sorry?! Now you feel sorry?! Why should I care whether you're sorry or not?!"

Kevin shouted, his flames growing louder and more pronounced, reflecting the inner turmoil within.

"Because I am your friend. And I am here to listen as one."

Kevin looked at Gwen, taken back by her answer. Looking at his hand, seeing the burning stone replacing his flesh, he clenched his hand as he started to realize what he was becoming.

"...that… I admit, I did not see that coming." Kevin almost chuckled bitterly as he recalled what Garou warned.

"You know, he did say that absorbing energy has a side-effect for me…" Kevin said as he closed his Pyronite eyes and inhaled a deep breath, slowly breathing it out along with his transformation. Flesh replaced the red stone, flames extinguished into a permanent pale beige.

Once Kevin looked at Gwen, he gave her a small smile as he started scratching his head sheepishly.

"...so… uh… this is awkward."

The day was saved, all the baddies were down on the ground waiting for the cops, and Garou was probably having the time of his life in the circus.

"So can we keep this a secret from Garou or-" Kevin trailed off, looking down at the ground meekly.

"No." Gwen tapped her foot.

"Oh, man…" Kevin grumbled with a regretful facepalm, hoping that his punishment wouldn't be too harsh.

"At worst, he might make you climb Mt Rushmore. On foot." Gwen chimed with a cheeky grin.

"Bare or with shoes?" Kevin questioned nervously, gulping down a lump in his throat.

"I think you know the answer to that question." Gwen smiled mischievously, giggling at Kevin's expense.

"Auuuuuuggghhhh…" Kevin dropped down on all fours, all color leaving him when his imagination conjured all forms of hell that awaited him.

Tonight was not a good night.


When they returned to the circus, they saw Garou leaving with Max, helping Max up as he groaned.

"How did your "fight" with Zombozo go?" Gwen questioned, putting air quotes around the word, fight.

Garou looked at Gwen, then shook his head.

"Well… you do not want to go in there."

Gwen wanted to ask why, but she stopped upon seeing Garou's hands. Grey liquid dropped from his knuckles and palms. Much more than usual.

"You didn't... you know…" Gwen nervously asked, drawing a finger across her throat.

"He's alive… I think. It's hard to tell since he's a zombie clown. Let's just say he's sleeping in a pool of his own blood at the moment."

"O-oh. Are everyone's souls back to normal?" Gwen continued, analyzing Grandpa Max's body for any noticeable sign of injury.

"Yeah. They went to sleep when they returned after I busted the machine. Anyways, what'd I miss?"

"Ay, Garou, my man…" Kevin greeted in an unusually upbeat tone, hiding his intense fear.

"What'd you do?" Glaring, Garou already sniffed him out.

Kevin flinched.

"Well, here's the thing. You know those freaks me and Gwen fought?" Kevin questioned in earnest, playing with his fingers a bit.

"What. Happened?" Garou asked, his eyes growing sharper.

"Kevin absorbed some of my Alien powers, turned a little crazy, and nearly roasted one of the goons. He even attacked me when I tried to stop him! I talked him out of it for now, but…"

"Ah."

"Nice going, blabbermouth." Kevin deadpanned, hating how Gwen tended to get straight to the point.

Garou looked at Kevin, the latter smiling awkwardly as the first bore promises of delivering everlasting torment.

"So, I don't have to go through some horrifying punishment of unspeakable pain and suffering?" Kevin hesitantly asked in hope, his sour mood starting to improve just a little bit.

Garou stared at Kein for a moment… before he let go of his clenching fist.

"No."

"Excuse me?" Kevin picked his ears to make sure he heard right.

"...You learning self-control is more than enough."

Garou carried Max over his shoulder and walked past Kevin and Gwen as they were stunned to disbelief.

"What? Is there… I mean… why?" Kevin asked as he turned around and caught up with him.

"Power…" Garou stopped and turned to Kevin. "You can always take for yourself. But strength?" Garou jabbed his thumb at his own chest. "Comes from here. There's no point in power if you don't have the strength to reign it in and make it yours. So no, I won't punish you for learning a lesson."

Kevin stared at Garou as he watched the possessed Tennyson continue to carry Max towards the RV.

"Wow…" Gwen uttered, completely amazed.

"...Damn, that is a cool line," Kevin muttered.

The two joined Garou, Kevin, and Gwen, taking Max's other side to help him up.

Despite all that had happened, the night ended with perfect resolution.