Khyber is watching Ben and gwen from distant.

"ready my friend?" Khyber asks and the alien dog jump and turn into a slamworm.

"finally ... some downtime Gwen." Ben says while holding the food and there was an earthquake.

A slamworm appeared.

Ben and gwen put their lunch on the table.

"let's make this quick, slimy." Ben says while dialing diamondhead.

Ben turn into diamondhead.

"there's a triple cheese burger with our name on it." Gwen says while preparing shoot.

The slamworm shoot acid and they dodge and diamondhead and gwen shoots at the slamworm mouth and the slamworm go underground.

"oh. Nice trick." diamondhead says.

The slamworm jump and make another hole while Gwen and diamondhead shoot at the slamworm.

"hold still, will ya?!" gwen asks and the slamworm jump from. Behind and go to another hole.

Diamondhead go to the hole.

"not gonna play hide-and..." diamondhead was cut off by the slamworm attacking them.

The slamworm throw them to the sky and they land on the slamworm mouth.

"we came here to eat lunch, not be lunch." diamondhead says while opening the slamworm mouth.

The diamondhead open the slamworm mouth and prepare a diamond sword.

"this going to hurt you mare than it hurts us." Gwen says and diamondhead stab the slamworm mouth

The slamworm throw Gwen and diamondhead and diamondhead catches gwen and land to the ground.

"you are not doing that again." Gwen says while looking at him.

Diamondhead regenerate his diamond arm and the slamworm is beating himself.

"guest you bit off more than you could chew, huh?" diamondhead asks and diamondhead laughs and everyone look at diamondhead.

"wa, come on. That was a little funny." diamondhead says.

"unh-unh, pal." Gwen says.

"you're not going anywhere." Gwen says while looking at the slamworm.

Diamondhead punch the ground and send a spikes of diamonds around the slamworm.

"gotcha!" diamondhead says.

Khyber whistle and the slamworm send a few acid at gwen and diamondhead and diamondhead create a diamond shield around them.

"hey, numerous one gross and number two..." diamondhead was cut off by the slamworm dissapearing and diamondhead turn back to human.

"we always wait for evil villains to finish their speeches." Gwen says while cross their arms.

Ben and gwen go back to the prototruck.

"so, this whole time, you're just been sitting here, eating..." Ben says while they get into the prototruck.

"mycetian swamp hoppers. Would both of you like some?" rook asks while holding the box of food.

"you and grandpa max. Couldn't given us a little help out there?" Gwen asks.

"both of you should have said something." rook says.

"like what?" Gwen asks.

"like Rook, help me." rook says while eating.

"we didn't need help. We ..." Ben says and rook look at them.

"fine. Whatever." Ben says.

"aw man. Look at this. There's chill cheese fries on our burger and the hot-fudge sunday over the whole thing." Gwen says while Ben and gwen holding fries and they eat it.

"not bad." Ben says and they remove each sauce off their faces.

"seem like lately, we're getting attacked by some monsters than Tokyo." Gwen says.

"I thought that was normal." rook says while eating.

"these things aren't normal." Ben says.

"but who'd want to sic freaky monsters on us?" Ben asks.

"dude, who wouldn't want to stick freaky monsters on both of your?" rook asks while eating and they look at rook.

"I've been working on my conversational earthling." rook says.

Wait a minute. There is one netball who totally does the mutant-creature thing..." gwen says and Ben cut in.

"Dr. Animo" they both says in unison.

"Dr. Animo?" rook asks.

"yeah. Guys been after us since I was little." gwen says.

Freely frogs, mutant bats, prairie dogs ... You name it." gwen says while looking search about Dr. Animo.

"I'm not familiar with the netball of which both of you speak, but a Dr. Animo is currently in a holding cell a plumber headquarters." rook says.

They went to plumber headquarters.

"we're telling you, room, it's got to be Animo." Gwen says while walking.

"that is what both of you are telling me." rook says while walking.

"they say tyrak the tyrant managed to stage a military coup without ever leaving his prison cell." rook says while in the elevator.

"see? There you go. That's what animo must be doing." Ben says while in the elevator.

"he had plasma cannon and an army of several million." rook says while in the elevator and they walked out.

"well, animo can use, like, a million, billion animals." Ben says while walking to Animo's cell.

"since were 10 years old..." Gwen says while walking to Animo's cell and remembering the past.

Flashback

A Mutant kangaroo was knocked and Ben and gwen is stepping on animo.

"curse both of you, Ben Tennyson! Gwen Tennyson!" Animo yells.

"curse both of you and both of your meddling ways!" animo yells.

Another Flashback

A mutant frog was knocked out and animo pilled with a lot of woods.

"curse both of you and both of your meddling ways!" animo yells.

"you haven't seen the last of me, Ben Tennyson! Gwen Tennyson!" animo yells.

Another Flashback

Animo is pinned down on a left of the building and gwen is standing on a knocked out mutant snail.

"I'll get both of you if it's the last thing I do, Ben Tennyson! Gwen Tennyson!" animo yells.

Flashbacks Ends

"did he actually say those things?" rook asks while walking to Animo's cell.

"Totally." Gwen and Ben says in unison while walking to Animo's cell.

"maybe." Ben and gwen says in unison while walking to Animo's cell.

"close enough. We don't always listen." Gwen says while walking to Animo's cell.

"he sounds like a harmless eccentric." rook says.

"harmless?" Ben and gwen asks in unison and rook open Animo's cell.

"what did we tell you, rook?" Ben asks and grab one of the doll.

"the crazy is right here in front of us." Ben says and he throw the doll to rook and took catch it.

"conversely, the prisoner himself is not." rook says while holding the doll.

"see? We told you he was the one attacking us." gwen says.

"the force field hasn't been tampered with." rook says while holding the doll.

"then there has to be a vent or an access panel or something." Gwen says while they are looking around.

"there always is in these places. Why is that, anyway?" Gwen asks while they are looking around.

"do they want prisoners to be able to escape?" Gwen asks while looking they are looking around.

"the vents are all sealed with monomolecular grids." rook says and Ben found ants moving from the beginning the toilet.

"what are all these?" Ben asks while looking at the ants.

"ants are quite common on Earth." rook says.

There are well over 12,000 species." rook says.

"but what are these ants doing here?" Ben asks while looking at the ants and he moved the toilet to the side and see secret passage.

"still think Animo's not the guy attacking us?" Ben asks and Ben and gwen go in.

"I concede he is a viable candidate." rook says while going into the where the secret passage lead.

Ben, Gwen and Rook jumped out of the secret passage and it lead it in the sewer.

"and... we're in the sewer. Of course we are." Gwen says.

"the sanitation ducts run under the whole city." rook says and activate the light bolt of the prototool.

"the escaped prisoners could be anywhere." rook says.

"maybe not just anywhere." gwen says while pointing the ants.

Ben, Gwen and took follow where the ants came from and they turn right saw a giant mutant ants and they step back and the mutant ant shoot fire at them but miss the mutant ants try to eat rook but rook prevent it with his hands.

"fire-breathing giant ant ... classic Dr. Animo." Ben says.

He sounds like a very strange man." rook says while holding back the hand mouth with his hands.

"time to fight fire with Swampfire!" Ben says and dials swampfire and turn into echo echo.

"Echo Echo. Why am I not surprised?" Echo Echo asks.

Gwen shoots a anadite blaster it did nothing and echo echo went to the mutant ant back.

"hey, bug eyes ... over here." echo echo says and release a sonic scream.

Echo echo run away and the mutant ant follow echo echo.

"and you didn't even have to ask for our help." echo exho says while the mutant ant chasing him and while Gwen is hooting anadite blaster.

"point taken." rook says while he follow them.

The mutant and shoot fire and echo echo make a clone and the mutant ant shoot fire again and another echo exho clone appear.

"hey! Watch it!" exho echo says and took shoot at the mutant ants but it did not do anything.

"pick a me ... any me." exho says and the ant follow one of those  exho echo and lead the mutant Anatoly to a dead end and the echo echo's appear realeses a sonic scream and the mutant ant blew up.

The echo exho clone disappears until one exho exho remain and exho exho turn back to human.

Rook and gwen appear behind Ben.

"ingenious." rook says.

"the sound must have atomized the pyrophoric chemicals in its body." rook explains.

"uh... Yeah." Ben says.

"'cause Echo Echo is the sound of victory." Ben says and more mutant ants appear.

"we really should have seen that coming." Gwen says.

"don't suppose you have a freeze ray on that thing?" Gwen asks and they step back.

"fire extinguisher?" Gwen asks.

"that would be a useful feature." Rook says while holding the prototool

Ben dials the omnitrix and was about to slam his hand to the omnitrix but right before ben do that the mutant ants walked away.

"was it something I said?" Gwen asks.

"'cause I'll say it again!" Gwen says.

"they have up too easily." rook says.

"yeah. Come on." Ben says.

Ben, Gwen and took follow the mutant ants in a distance.

"ants carrying machinery?" rook asks.

"very odd, no matter their size." rook says

"but they're big enough to carry us, too." gwen says.

Ben, Gwen and took jump and land on the machinery that the mutant ants are carrying.

"I'm not sure I want to know this, but, why do you know so much about ants?" rook asks.

"when I learned I was coming to Earth, I read a fascinating guide book by Mrzel of Valdus prime." rook says.

"he explained that ants are the dominant life-form on your planet." rook says.

"why on earth would he think that?" Ben asks.

"well, ants do outnumber humans here nearly 200,000 to 1 and are found on every continent... except ant arctica, ironically." rook says and they look at rook weird.

Ben, Gwen and took jump and hide behind a bolder.

"now, where is this evil mastermind Dr. Animo?" rook asks and Ben and gwen spotted a skyscraper size anthill.

"oh, I don't know." Gwen says.

"how about over there, inside that skyscraper-sized anthill?! Gwen says while Ben and gwen pointing the anthill.

"ah. Of course." Rook says.

Ben, Gwen and took get closer to the anthill.

"I don't see a doorbell." Ben says.

"guess we'll just have to invite ourselves in." Ben says while dialing an alien.

"one moment, Ben, Gwen." rook says and put pheromones on Ben and gwen faces.

"hey! What's with the mudpack?!" Ben and gwen asks in unison.

"not mud ... Pheromones." rook says and put the pheromones on Ben's and Gwen's body.

"ants instinctively attack any intruder with these secretions on us, we'll smell like members of the colony." rook says.

"this had better work." gwen says while Ben and gwen look at Rook weird.

"'cause if you just smeared us with ant goo for nothing, we're gonna have a problem, man." Ben says.

Ben, Gwen and took go inside the anthill and went to the control room.

"yes, my pets." Animo says.

"build, construct, grow!" Animo says.

"Dr. Animo!" Ben and gwen says in unison and Animo turn around.

"Ben Tennyson! Gwen Tennyson!" Animo says.

"what's the deal with sending creepy mutant aliens to kill us?" Ben says while getting the cleaning their body and took use Ben shirt to clean his face.

"dude!" Ben says right after Ben pushes rook.

"mutant aliens?" Animo asks and look at them confused.

"I don't know what you're talking about." Animo says while looking at them confused.

"don't play dumb!" Gwen says.

"I'm not playing. Honestly, I hadn't planned on killing both of you until phase II, but here both of you are." Animo says.

"first, however, both of you will witness my greatest triumph." Animo says.

"did both of you know that there are roughly a quadrillion ants on earth, with species native to every continent but ant-arctica?" Animo asks.

"actually, yes. We did." Ben says.

"the device before you generates a mutagenic pulse." Animo says.

"it wi" turn every single ant on the planet into a giant mutant ... with me, Dr. Animo, as their king.

"the world will be my ant farm!" Animo says.

"the world will be my ant farm!" Animo says and evilly laughs.

"this is not both of your guy." rook says.

"you got that right." Gwen says.

Outside the anthill.

"flush them out. Khyber says and the alien dog follow Ben's and Gwen's scent.

"look, Dr. Animo, we'll be the first to admit than an army of giants ants is kinda cool, but come on you know we can't let you get away with it. gwen says.

"our partner and we are gonna ..." Gwen was cut off by rook not listening and they look at one of the mutant ants.

"that is a kormite power core." rook says.

"rook!" gwen whispers.

"keep chatting. I got this."

Okay. Just us is gonna smash this picnic." Ben says.

"do your worst, Ben Tennyson, Gwen Tennyson. Nothing can stop me!" Animo says and they start to run toward Animo while Animo push the button.

"okay, one more time. Come on, swampfire!" ben says while dialing swampfire and turn into rath.

"LET ME TELL YOU SOMETHING, NEW OMNITRIX THAT KEEPS TURNING ME INTO THE WRONG THING ... YOU KEEP TURNING MR INTO THE WRONG THING!" Rath yelled very loudly.

"Ben! Animo?" Gwen asks.

"right." Rath says.

Rath and gwen run toward Animo.

"come, my aunt army!" destroy Ben Tennyson! Gwen Tennyson!" Animo says while he activate his antenna.

Rath and gwen jumped while jumping the mutant ant attack them and they land to the ground and the mutant ant shoot acid and gwen create a anadite shield and more acid is shooting and more mutant ants appear.

"both of you may be strong, but in sufficient numbers, ants can bring down any prey." Animo yells.

Rath and gwen take down the Mutant ants while Rath use his claws and gwen use her anadite hands.

"cosmic drop!" Rath yells while smash the mutant ants.

"incursean ambassador!" Rath yells while punching the mutant ants face really hard.

"serious butt-kicking!" Rath yells while licking the ants butt.

More mutant land on Rath and gwen.

"in a few minutes, both of you will be nothing but bones." Animo says.

"oh yeah?" Rath asks very loudly while they hold back the mutant ants.

"Dr. Animo, you terror of mutant... uh, mutants... Rath is gonna..." Rath yells and more mutants ants land on them

"Ow!" Rath and gwen yells in unison while the ants butting them.

"now you're asking for it, giant ants." Rath yells.

Rath and gwen Tennyson will squash you like a bug. A giant bug." Rath yells and gwen slightly blush.

"many giant bugs!" Rath yells and then rook shoots at mutant ants.

"huh?" Rath and gwen asks and took pull them with a rope from the prototool.

"Ben! Gwen! I've recovered the kormite power core!" rook says while holding the kormite power core.

"LET ME TELL YOU SOMETHING, NEW ALIEN PARTNER THAT I NEVER WANTED IN THW FIRST PLACE BUT WE BEGRUDGINGLY BEGGINING TO LIKE IN SPITE OF MYSELF, RATH IS GONNA ..." Rath want cut off by the omnitrix timed out and the mutant ant try to attack Ben but Gwen shoot a anadite blaster at the mutant ants.

More mutan ants start to run toward Ben and gwen and Ben and Ben dial a alien and Ben turn into crashopper.

Crashopper grab Gwen and jump and the ants went flying.

"whoo-hoo." crashopper says.

"whoa! new alien!" crashopper says.

"cool!" crashopper says.

"I wonder what I can do." crashopper says in curious tone.

"it dosen't matter what you do." Animo says while putting on the ant suit.

"for now, both of you face the fury of... the ant king!" Animo says while putting on the ant suit.

"ant king?" you. Might want to work on that name." gwen says.

Animo shoots fire and gwen move of the way and crashopper jump and hit a wall.

"as for my name, how about... Crashopper?" Crashopper asks and jump to Animo and hit him.

Crashopper jump again and hit him again while Gwen and took taking down the middle the mutant ants and took went up. While back with crashopper hit Animo with his