Somewhere in park St. Louis, Y/n is busying himself with his journal by a long wooden bench. He's sketching Ciel in her white dress while recalling the fight against Ghostfreak and his lackeys.

He couldn't get his mind off of it, not because of her overwhelming power nor her identity as a being called Spirit. The image kept lingering in his mind because of her captivated appearance. No words could describe her that day. Not beautiful nor gorgeous, nothing.

She truly is a goddess, a being with unlimited and unknown potential. However, despite it all, she's still the same Ciel.

"Boo!"

Y/n startled with a yelp. He looked to his side to find Ciel standing and smiling at him innocently, as if she never did a crime. On her hands, she's holding two cups of ice cream with different flavor each. One is vanilla choco chips and the other is strawberry mint.

"Honestly, of all people I've met in this summer, you're the only one I can detect with my senses." Y/n said.

"I guess being a Spirit has its perks." She replied before sitting next to him. "So, was that how I looks like?"

Y/n followed her gaze to his journal on the page of Ciel's bio. "You really don't remember?"

"It's only a vague. And, I believe that my power only respond to my strong desire." She explained. "Ice cream?"

Y/n smiled at her in response before putting away his journal and took the vanilla choco chip. The two took a spoon of their cold meal and hummed in joy by their sweetness.

"I am Groot."

The two looked to their front and found Groot holding a paper behind his back. Smiling innocently, he offered the paper to them. Ciel took it to her hand, and both she and Y/n looked into it.

In the paper, is a badly drawn of the team made from crayons, glitters and some other unknown liquid.

"Aw.." Ciel awed.

"This is really good. This is very nice." Y/n commented and looked at Groot. "Good work, little buddy."

"We're putting this on the fridge."

"Definitely." Y/n agreed and looked back to the picture. "Also, did he use some kind of goo from a fly for the Omnitrix color?"

"I called that creativity."

"Hey guys, check this out!"

Y/n, Ciel and Groot looked at Gwen and surprised to see Ben covered in dog's spit.

"What happened to you?" Y/n asked Ben.

"Don't ask." Ben replied.

"I just did, doofus."

Ciel shook her head while smiling before noticing Max is standing nearby while staring at an elderly couple enjoying a peaceful walk.

"Max seems pretty bummed." Ciel commented, getting the attention of her friends.

"Really?" Ben said after cleaning himself up.

"Should we go and ask him?" Y/n asked him.

"No, I think we should give him some space." Ciel advised.

"Good idea." Gwen agreed. "Hey, grandpa!"

Max startled and turned around to see the kids.

"If you're looking for us, we'll be in the playground!" Gwen said.

Max simply nodded before spacing out again.

"Come on, Groot." Y/n stood up, and the walking plant climbed up to his shoulder.

The team headed toward the playground and after finishing their cold meal, Y/n and Ciel tossed the cups to a nearby rubbish bin. Then, the kids and Groot relaxed down on a grass hill near the playground while soaking themselves with the sun.

"Any idea why Max feels like that?" Y/n asked the cousins.

"My mom told me grandpa and grandma met in St. Louis. And being here must've remind him of grandma." Gwen explained.

"Come on, guys." Ben scoffed. "How come grandpa being lonely when we're around him all the time?"

"I am Groot." The walking plant complained at Ben.

Y/n's sixth sense alarmed before a scream of panic from the playground caught the kids' attention. They rushed to the scene and found the reason why the kids are running away.

The alien gazed around her surrounding and the moment she spotted Ben and Y/n, she captured them by levitating them in the air with psychic power.

"The Omnitrix and the Nemetrix! Where did you get them?! Answer me!" The alien demanded.

"Whoa, hey! Can we at least talk in a more civilized way?!" Y/n requested.

"Dude, she attacked us!" Ben complained.

"No, she's levitating us and hasn't hurt anyone, yet." Y/n clarified before looking back the alien. "Look lady, would you please put us down and talk things out?"

"How should I know you won't trick me!?" The alien glared.

"We won't. We promise." Y/n raised his arms in submission. "Ben, you too."

Ben groaned before following Y/n's gesture. The alien eventually put the boys down. Or more like, she dropped them and the boys' hit their bumps on the ground in pain.

Suddenly, a blue energy bolt is shot at the alien but she jumped away to dodge it. The kids and Groot looked to the source to see Max in his Plumber suit holding a rifle.

"That was your only warning shot." Max threatened. "Now turn around slowly."

"That voice." The alien uttered. "Max?"

Max lowered his weapon. "Xylene? Is that you?"

"Uh, did we miss something?" Ben inquired.

"Are these children with you?" Xylene asked Max, and the Plumber nodded in clarification.

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Later that night, everyone gathered outside the Rv for dinner on the picnic table. Max got wound up in conversation with Xylene, not noticing the rising aggression coming from Ben.

"She's been here for like three hours, and she hasn't said anything to us. You'd think we're invisible or something." Ben complained.

"Come on, Ben. The two of them seem to go way back. They're just catching up." Y/n said while eating a worm from the dinner bow. "So, Xylene, how'd you and Max meet?"

"Xylene and I go way back to my first days in the Plumbers." Max rested his gentle hand on Xylene's shoulder, in which the alien replied by wrapping one of her tentacle on the said hand. "We worked a lot together in those early years."

"You even made me an honorary Plummet." Xylene said to Max.

The kids blinked at Xylene in confusion before she scooped a portion of Max's cooking like a frog.

"Mm, delicious." She wiped her mouth with a napkin.

The cousins and Ciel witnessed in disgust before they turned their gaze at Y/n and Groot who are in fact also enjoying Max's bowl of worms.

"So Xylene, what brings you back to earth after all these years?" Max asked.

"Those!" Xylene pointed at the Omnitrix and the Nemetrix.

"I knew it!" Ben covered the watch in protective manner. "She just like all the rest. She's only interested on the watches!"

"Calm down, Ben. At least, we should listen to her reason first." Ciel suggested.

"Is true, Xylene?" Max asked.

"Why wouldn't I be interested in the watches? I'm the one who sent them to earth." Xylene claimed, surprising everyone.

She told that that she was attacked by Vilgax in space. Unable to protect the watches, she put them in a special pods and jettisoned them to the earth for safe keeping. She followed suit with an escape pod but fell into hibernation.

"Well, the good news is that Vilgax is no longer a problem. Thanks to the kids, he's cooling his claws in the Null-void." Max explained.

"Yes, well, I'm sure you're just being modest about your role in all that." Xylene mused.

"Excuse you!" Ciel yelled, startling everyone. "These guys almost lost their lives facing down Vilgax! How about you show some respect!"

"Ciel, it's okay-"

"No, it's not okay!" She interrupted Y/n. "I know you never expect anything in return for your hero work! But I can't stand anyone who just came down here and disrespected you! Like she did any better against Vilgax!"

"Alright, that's enough, Ciel. Just take a deep breath." Max calmed her down. "Xylene, the kids did defeat Vilgax. Yes, I did have my share in his defeat, but it was minuscule compared to what the kids did and went through to defeat him."

Xylene are stunned by Max claim. She sensed no lies in his words and gazed at the kids in surprise manner.

"My apology, Max." She looked down in shame.

"So, since you're here, I guess you're going to take the watches with you, huh?" Y/n offered the Nemetrix.

"Y/n?!" The kids are shocked.

"Guys, it's just a gadget." He calmed them down.

He may sounded laid back and couldn't careless about the Nemetrix, but his words are true. Ben looked down to his watch and realized that the watch was never been the one that made him who he is now.

"Sorry, but I only aiming for the Omnitrix." Xylene clarified, surprising everyone.

"What?" Y/n asked.

"The creator of the Omnitrix claimed there's a boy in the Milky Way Galaxy who possessed a great talent to tame the savage nature of the Nemetrix. And it seems you're the boy who he mentioned. However..."

"There's more than he claimed, isn't it?" Y/n assumed before sensing an incoming danger. "Incoming!"

A familiar huge robot dropped down on them and approaching fast.

The robot slammed down its large wire like tendrils at the team, but they quickly spread out to dodge.

"Ben, go Upgrade! I'll be the tip of the spear!" Y/n instructed before running toward the robot.

It fired a volley of missiles at Y/n, and the boy quickly transformed into Crabdozer and tanked the missiles. He continued to charge at the robot and then bashing it away with his horn till it toppled down to the side.

Upgrade jumped out in the air from Crabdozer's back and merged himself with the robot. After short-circuiting it, the robot lost its power. Upgrade morphed himself out from the robot before it blown up to pieces.

"Swift and effortless." Upgrade commented before giving high five to his partner.

The two heroes rejoined with the team with Ciel petting the side of Crabdozer's face.

"So, are you still going to take the watch back?" Max asked Xylene.

She stared the alien heroes in silence, contemplating a new decisions that appeared in front of her.

"The pods containing the Omnitrix veered slightly off their intended course. So instead of you, I was sending the watch to Max as the intended recipients." Xylene informed them.

"I really got the watch by mistake, huh?" Upgrade looked down with a hurt expression.

"I guess that would make more sense. Grandpa being a Plumber and all." Gwen pointed out.

"But, after hearing Max's claim about your battle against Vilgax and saw how you adapted to the Omnitrix, perhaps you are fated to wield it." Xylene added, surprising everyone.

Max and the kids smiled at Upgrade in relief that he's allowed to keep the watch. Xylene then pulled out a device as size of a pen and deployed a beacon to the air.

"My transportation will on its way shortly." Xylene informed.

"In the meantime, how about we catch up?" Max offered before looking at the kids. "So, you guys don't mind cleaning up, do you?"

The kids watched Max and Xylene taking a stroll into the woods. Then, the watches reached their time limit and reverted their users back to human.

"But I haven't finish my dinner yet." Y/n pointed out.

A loud burp startled the kids. They turned to the source and found Groot has eaten all of of their dinner on the table.

"I am Groot." He said before falling asleep.

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Y/n and Ciel are cleaning up the dishes in the Rv with Groot sleeping on the dining table while Ben and Gwen are outside. The boy quietly stealing a glance at the girl next to him while wiping up the dishes dry. Her words still lingering in his minds, and he couldn't help himself but to feel happy that Ciel was defending him.

"Thanks, Ciel." He smiled, making her hands stopped moving. "For what you said back there."

"Oh, right. Of course." Ciel replied nervously before continuing her chores. "Although, I shouldn't have been outbursting like that."

"Ciel-"

"No, let me finish." She interjected. "When I listened to your stories about your adventures, I was astonished. You guys willingly putting your lives to protect the weak and the innocent from danger. And when I heard how Xylene casually disrespected you just because you're a kid, I can't help myself."

The two finished their chores as Y/n putting the cleaned dishes to their shelves. He dried his hands with a towel before petting her head, in which startled the girl. Ciel looked at the boy in curiosity and found him smiling at her.

"I'm proud of you." He said sincerely.

Her heart raced once again. She smiled blissfully by the treatment before putting Y/n's hand away and leaned closer to plant a soft kiss on his cheek.

She sprinted pass Y/n to the back of the vehicle, leaving the boy speechless. He is stunned, unable to contemplate her unexpected move. He looked to the back and found her sitting on a couch while burying her face into a pillow.

"If you're that embarrassed, then don't do it in the first place..." Y/n muttered while caressing the cheek where he was kissed.

Suddenly, the Rv shaken up and snapped their trance. They rushed out the Rv to find Xylene's spaceship has arrived. The team gathered up in front of it with her.

"Take a good care of those watches, boys. Vilgax are not the only one interested in it." Xylene warned the boys before looking Max. "You're not coming aren't you?"

"It's a big galaxy out there." Max commented. "But right now, these kids are my whole world."

Xylene scooted closer to Max before the two shared a kiss on the lips. The cousins looked away in disgust while Ciel covered her eyes in embarrassment with her plushie as Y/n watched with his eye twitching.

"I need bleach for my eyes... maybe salt... or Holy water..." Y/n uttered.

"Oh, Before I forget." Xylene approached the boys and fiddled with their watches. "There, a new transformation for the both of you. This one has quite the appetite while the other one has a magnetic personality."

The boys looked to their watch and as Xylene stated, a new alien silhouettes appeared on the faceplate. Xylene boarded up her ships and left the earth.

The team turned in to sleep for the night, but Y/n is wide awake. The boy can't stopped thinking the night when the watches fell to earth. He recalled how both of them suddenly took a sharp turn in the air toward him and Ben. It's impossible for a pod to do that kind of maneuver and that can only mean one thing.

Someone wanted the boys to take the watches.

But to what end?

[End of Season 3]