(At a gas station somewhere in the desert, the Rust Bucket was parked as Max was at an ATM getting out some cash while the kids were inside of the convenience store getting ice cream.)
(Then, a pick-up truck pulled up and a thug walked up behind Max as he was using the ATM.)
thug: "Out of the way, Grandpa."
(he said.)
thug: "I've got a major withdrawal to make."
(He then violently tossed him out of the way and at the feet of another thug.)
(He then smiled smugly.)
(Inside of the convenience store, the kids were looking over the ice cream selection.)
Gwen: "What do you have that's non-fat, less than 3% sugar?"
(Gwen asked.)
the clerk: "Napkins."
(the clerk said before turning to the twins.)
the clerk: "What about you two?"
(Just as Jen was about to make her selection, he twins then noticed one of the thugs hooking up a chain from the truck to the ATM, planning to drive away with it.)
(Jen then smirked and bowed to him.)
Jen: "You may do the honors brother."
Ben: "Thank you, sister."
(Ben bowed back before turning to the ice cream man.)
Ben: "I'm about to go rocky road."
(He then ran out of the store and dialed in on his watch while Jen turned to the clerk.)
Jen: "One chocolate with rainbow sprinkles, please."
(The first thug then hooked up the chain to the ATM before turning to his buddy.)
thug 1: "Hit it."
(The other thug then gave a thumbs-up and tried to start the truck, only for it to not go anywhere after hitting the gas pedal.)
(Then, right before his eyes, the steering wheel dissolved and the entire front of the truck became a formless black and white mass with green data-like markings on his body forming some kind of limbs and a single circle on the front of the head representing an eye.)
(This was another of Ben's aliens known as Upgrade.)
Upgrade: "Your cash request has been denied!"
(Upgrade announced in a digitized version of Ben's voice, his eye lighting up as he spoke.)
(Outside of the car, we see that he's taken over the entire truck, it turning the same black and green as him as the thug was tossed out of the car and Upgrade de-merged with it as he looked to the other thug, who tossed the hook and chain at him like a mace, only for Upgrade to wrap it around his arm and then yank him right into a power-line pole, nearly unconscious.)
(As he tried to get up, Max prevented him from doing so by putting his foot on his chest.)
Max: "Where do you think you're going?"
(Max asked as he looked to Upgrade as Gwen and Jen walked out of the convenience store, enjoying their ice cream.)
Upgrade: "Oh yeah!"
(Upgrade said as Jen smiled at him.)
Upgrade: "I'm ready for anything! Bring it on!"
Jen: "Where do we go next, Grandpa?"
(Jen asked, hopefully.)
Max: "We're heading off to see your Aunt Vera for the weekend."
(Max said.)
(The twins grew horrified looks upon their faces. (Or at least Jen did, since you can't really make out any emotions on Upgrade's face.)
Upgrade: "Boring old Aunt Vera?"
(Upgrade asked.)
Jen: "The one who always pinches our cheeks to hard?"
(Jen asked.)
twins: "NO!"
(The twins shouted in horror.)
(The Rust Bucket drove through the desert with no scenery in sight as the twins slumped on the table in disappointment.)
Gwen: "Wow."
(Gwen said.)
Gwen: "When Aunt Vera said she wanted to move away from it all, she really meant it."
Ben: "Oh man."
(Ben sighed.)
Ben: "This summer was supposed to be about F-U-N. Not hanging out at some old lady's house."
Jen: "For once, I'm in full agreement with you."
(Jen said.)
Jen: "I don't know how long I'm going to survive on old people food. I'd honestly rather be forced to eat a feast of Grandpa's cooking."
(Ben then shuddered uncomfortably.)
Ben: "I know. I'm scared, too."
Gwen: "I like Aunt Vera."
(Gwen said.)
Ben: "Duh."
(Ben said.)
Ben: "That's because you act like you're 100 years old."
Jen: "Sorry, cuz. He's right this time."
(Jen stated as she buried her hands in her face as she started sobbing at the thought of the food.)
(At the retirement complex, Vera was talking to her neighbor, Marty, who was watering his garden.)
Vera: "It's been years since I've seen Max and the kids."
(she said.)
Vera: "I'm not sure I'll even recognize them. Stop by and say hello."
Marty: "I'd like that."
(Marty said as he went inside.)
(Inside of his apartment, he put down some snacks and sat down on his sofa to watch a movie.)
(But as he picked up his snack, a slimy formless mass stuck to his hand and he gasped as it attacked him.)
Ben: "This is going to be so boring."
(Ben stated as the Rust Bucket entered the retirement complex.)
Ben: "They're idea of excitement in this place is probably watching the grass grow."
(Jen was going through her movie collection desperately.)
Jen: "Let's see. Iron Man, School of Rock, Source Code."
Ben: "She probably doesn't have a DVD Player."
(Ben reminded her.)
Jen: "I know. Which is why I'm bringing mine."
(As she stood up after putting her DVDs into her backpack, she stood up.)
(As she looked though, she witnessed an old man slip on his roof while trying to fix his satellite.)
(But as he did, he backflipped off of it and landed square on his feet.)
Jen: "Whoa!"
(She exclaimed.)
Jen: "Did you see that?"
(Gwen looked up from her laptop and just saw a bunch of senior citizens doing their usual thing as she looked back at her.)
Gwen: "See what?"
(Gwen asked.)
Ben: "Sis, I know you're trying to keep the fun alive, but it's not really working on me."
(Ben said.)
(Jen then sighed and shook her head in disappointment.)
(Once they reached Vera's house, the twins stepped out and were blinded for a few seconds by the hot sun.)
Ben: "Seriously."
(Ben said.)
Ben: "Why do old people have to live where it's so hot!?"
(Gwen then smirked mischievously and sprayed the pair with her water gun.)
Ben: "Hey!"
(they shouted.)
(Gwen then laughed and ran up ahead.)
(The twins then looked into the window of the neighbor's house and Marty snarled at them and stretched his neck rather disturbingly before closing the blinds.)
Jen: "Wow."
(Jen said.)
Jen: "They really make you feel welcome here."
Max: "Just watch the cheeks."
(Max said.)
Max: "Vera's a pincher."
Ben: "Don't remind us."
(Ben said.)
Vera: "Max!"
(Vera said, running out to hug her brother.)
Max: "Vera!"
(Max smiled as he hugged his sister.)
(The kids then walked up to her as the twins gave a fake smile.)
Vera: "I can't believe you're finally here."
(Vera said as she hugged Gwen before pinching her cheeks.)
Vera: "And look at you three! So grown up!"
(She then moved on to the twins and pinched theirs as well.)
twins: "Ow!"
Vera: "Come in. I can't wait to chew the fat with all of you."
(The three went in as Jen started talking to herself.)
Jen: "Stay positive. Stay positive."
(she said.)
(Little did they know that Marty was glaring at them through the blinds in his window.)
(Inside of Vera's house, it was pretty much what you would expect from a retirement complex would be.)
(The walls were entirely white and your basic furniture was there.)
(Ben then sniffed in the air and groaned.)
Ben: "Why do old people's houses always smell like someone's cooking socks or something?"
(Aunt Vera then walked up to Jen with a smile and handed her a slip of paper with the word "RhubarbPie" on it.)
Jen: "What's this, our dessert tonight?"
(Vera then chuckled a bit and smiled.)
Vera: "The wi-fi password. I'm not out of the time."
(Jen then pulled out her cell phone and logged it onto the WiFi when she spied a piano on the wall.)
Jen: "Is that a piano?"
Vera: "Sure is."
(Vera stated as Jen sat down onto the seat as she turned her phone onto the YouTube app before she picked a song and put her headphones in and cracked her knuckles as she started to play 100 Years by Five for Fighting on the piano and nodded her head to the music and Ben and Gwen just stared at her as they approached her as she stopped playing.)
Ben: "What the heck was that?"
(Ben asked as Jen sighed.)
Jen: "I have no idea what it is with me, but once I hear a song a couple of times and identify the compositions in the music, I just get them almost instantly. I think it might be some kind of mental condition."
Vera: "That's delightful."
(Vera said as she laid a hand on Jen's shoulder.)
Vera: "You really are as gifted with music as Max told me."
Jen: "Thanks, Aunt Vera."
(Jen said.)
(Later, the family sat down to dinner and an orange Jell-O mold with white and brown bits was put in front of them and the twins nearly threw up in their mouths at the sight of it.)
Max: "Vera, this is delicious."
(Max said as the kids just picked at it.)
Jen: "What are these brown chunks in the mold?"
Vera: "Pork chops. And the white chunks are cauliflower."
(Vera said.)
(The kids then gulped in horror as Jen pushed her dish away.)
Jen: "I think I'll pass."
(Jen said.)
Ben: "Me too. We had take-out on the way here."
(Ben said.)
Vera: "So, Ben."
(Vera said.)
Vera: "What have you been doing so far this summer?"
Ben: "Dealing with alien life forms."
(Ben said.)
Jen: "And I'm his partner."
(Jen said.)
(Vera then chuckled a bit.)
Vera: "Oh, you kids and your wild imaginations."
(Gwen then got up and saw the model bird collection on Vera's shelf, intrigued.)
(She then spotted the red bird.)
Gwen: "Aunt Vera, is that a stuffed red-billed North American chickadee?"
Vera: "*gasp* How perceptive, Gwen."
(Vera said.)
Vera: "And did you know the song of the red-billed North American chickadee is actually-"
Vera and Gwen: "-a call indicating alarm or excitement?"
(they both finished before imitating the call, much to the horror of the twins.)
(Vera then came up to Ben's seat with a smile and a bowl in her hands.)
Vera: "Ben, would you like some candy?"
Ben: "Now we're talking."
(Ben said as he took one and put it into his mouth before immediately spitting it out.)
Ben: "Coffee? As a candy? Is this some kind of joke?"
(The two then immediately got up from their seats.)
twins: "I need to use the bathroom,"
(they both said as they raced for the bathroom.)
(They both ran for it before Jen beat her brother to it.)
Jen: "Sorry bro. There's only one."
(She then closed the door with a start.)
Ben: "Dang it!"
(Ben shouted.)
(Jen then gulped down her lunch as she glared.)
Jen: "It's Attack of the Old People! I need to get out of here."
(She then looked down at her watch with a start before she activated it and turned it to different icons with a glare.)
Jen: "Let's see, Ben's the one with Ghostfreak, so that's out. Firefly, XLR8, aha! Frost Blight."
(She then pressed the core down and a flash of pink light flashed out, starting her transformation.)
(The watch dissolved into her skin, which turned the light-blue of the color ice while her hair shortened and turned ocean blue.)
(Her clothing changed into a small pink skintight dress with matching flat slippers.)
(Her back grew fairy wings and she shrunk to 6 inches tall as she beat her wings and smiled at the camera as the light faded.)
Jen: "Now to get out of here."
(she said, her voice a little more high-pitched due to the size of her windpipe.)
(She then spotted the airvent and flew through it, travelling through the house's inner workings.)
(Meanwhile, Vera was showing a very bored-looking Ben and an interested Gwen her seashell collection.)
Vera: "And this one is a Valentiana."
(she said as she handed the conch shell to Gwen.)
Vera: "Can you hear the ocean?"
(Gwen held it up to her ear.)
(But what she heard was not what she was expecting at all.)
???: "Boring... boring..."
(she heard as her eyes widened and she looked up to see Frost Blight through the grates as she then gave a small breath and chilled the room down.)
(Ben then immediately felt the sudden change in temperature and looked to see Frost Blight give a thumbs up as she then smiled.)
Jen: "Gotta run- I mean fly."
(Jen said as she flew out of the air vent and out through the conditioner's tiny window as she flew out to explore the grounds.)
Jen: "There's got to be something fun to do around here."
(Out of the corner of her eye, she spotted a golf cart.)
Jen: "Hello."
(She then flew towards it and pressed her body against the gas pedal to make it go while using her strong frosty breath to push the steering wheel.)
(To the onlookers on the street, it looked like the cart was driving itself, much to their confusion.)
(She smiled at her antics before a whiff of something delicious made its way to her nostrils as she smacked her lips and pressed against the brake to make the cart stop before she saw her prize.)
Jen: "Mmm... apple pie."
(But just as she was about to dig in, she saw something when she looked up.)
(She then saw an old lady swatting violently at a fly before she leaped up, stuck to the ceiling, and ate the fly before falling down on her feet and cracking the joints in her neck rather grotesquely.)
(At first she was disgusted by her eating the fly.)
Jen: "Blech!"
(But then, realization at the amazing sight hit her like a truck.)
Jen: "No way! Ninja old people?!"
(She then turned and saw Marty driving the cart away.)
(But then, the lawn sprinklers turned on and he got a panicked look on his face as he veered the cart away and gave a sigh of relief as Frost Blight looked on.)
Frost Blight: "I wonder what Mr. Friendly's up to."
(She then followed him by flying behind him, going unnoticed by the onlookers due to her size.)
(A few minutes later, Frost Blight had followed Marty to the complex's waste area where he lifted up a folded red rug onto his shoulder.)
(But then, he walked over to the gate, stretched up his legs and stepped over it with no effort at all as Frost Blight just looked incredibly creeped out.)
Frost Blight: "This place just keeps getting weirder by the minute."
(she stated as she squeezed through one of the gate's holes as she looked to see Marty moving the garbage dumpster out of the way, revealing a hidden staircase underneath it as he was about to go down when the watch symbol started beeping rapidly, much to Frost Blight's panic as a flash of purple light came out and Jen fell to the ground and let out a grunt of effort.)
(Marty unfortunately heard that and stretched his head around to the back of his body as Jen let out a disgusted squeal.)
Jen: "That is so wrong."
(Jen said as Marty then stretched around the rest of his body and screeched as Jen screamed in terror as he grabbed her by the shoulders before she struggled out of his grasp.)
(Jen looked at the closed gate as he creeped towards her.)
Jen: "This is where those 2 years of gymnastics lessons pays off."
(She then started scaling the gate's grating and then once at the top, she then did a double front flip and landed on the ground gracefully before she made it to the golf cart as Marty stretched over the gate again and ran for her as she then floored it as the golf cart was going about as fast as Marty was running as Jen looked back at him in a frenzy.)
Jen: "Okay. Creepy old guy coming right for me. Maybe this won't be the most boring place on this vacation after all?"
(She then floored it but the golf cart only went 40 mph and she grunted in effort.)
(But then, Marty stretched his arms forward, grabbed the front of the cart and started dragging it back.)
(Jen then started panicking and then spied the golf clubs in the duffel bag and then sliced off his hand with a mighty "Fore!" She then started driving away from him, but then felt a bump on top of the cart and knew that Marty had climbed on top of it.)
(With the sudden jolt, she lost control of the cart and then hit a parking space block and then they both went flying into a tree Jen groaned and sat up in pain and leaned against a tree to rest.)
(But not for long as Marty suddenly reformed himself like rubber and Jen was too weak to fight back as he grabbed her legs and started stretching backwards as Jen started struggling with her Omnitrix as she grunted in effort.)
(But then, Marty noticed the lawn sprinkler spraying onto him and he grunted in fear as he ran off, leaving Jen very confused.)
Jen: "What the heck was that all about?"
[To Be Continued...]