Later on, after getting take-out, we see the duo eating chow mein and occasionally feeding each other. After a small break and eating, we see Danie and Paulina are now on the couch.

Paulina: Ahh, that was nice.

Danie: *Burps a bit* Excuse me. And it was. Ready for the second part of how me and Ben met Rook?

Paulina: Yep.

Danie: Okay then.

Flashback Resume (The More Things Change Part 2)

The chase continues above the rooftops and through the streets of Undertown. Liam hops down several roofs, followed by Fistina and Bubble Helmet. Liam falls into an Atrocian's house, while he is carving a statue. Bubble Helmet also crashes through the house, the shockwave causing the statue to collapse, angering the Atrocian. Ben, Danie and Rook run through the streets. Ben quickly looks around.

Ben: There's a whole city of aliens down here.

Rook: You sound surprised, Ben and Danie-dude.

Danie: A whole secret city?

Rook: Come, partners! We must catch those lowlifes who have wrecked Baumann's store! *Runs ahead*

Ben: Yeah, Rook... about that whole partner thing? Don't get your hopes up.

Danie: Come on, Ben, be nice he helped us earlier didn't he?

Ben: Beginner's luck.

Liam stays on the rooftops while the other two run on the streets. Rook gets above the rooftops to chase the trio. Ben and Danie follow. Rook is in pursuit of Fistina. Fistina goes through a small building then almost bumps into an alien. The alien mutters angrily at her. Rook jumps onto the walls and on the alien to maneuver quickly.

Ben and Danie are after Liam and Bubble Helmet. Liam jumps and tries to flap his arms and lands on the ground. Ben and Danie jump behind him.

Fistina jumps a great distance and grapples onto a nearby rooftop and looks towards Rook with a smug look on her face. But she is surprised as Rook manages to follow. Bubble Helmet and Fistina run into a tunnel. Liam falls behind. Ben, Danie and Rook are after him.

Ben: XLR8 can catch those scuzzbuckets.

Danie: And Fasttrack.

Ben activates the Omnitrix and transforms into NRG  and Danie turns into Diamondhead and they both halt abruptly

Ben: *as NRG* *Looks at himself* Ugh. NRG? Really? *Spits at the railway track below*

Danie: *as Diamondhead* Oh come on! *Spits a diamond to the side*

Rook: What happened?

Ben: *as NRG* *Shrugs* Ugh... New Omnitrix. I'm still learning the controls.

Danie: *as Diamondhead* Wrong alien.

Rook: Allow me.

Rook brings out his Proto-Tool and takes aim at Liam. He fires an electric sphere at Liam and takes him down. The sphere zaps him and Liam clucks. Rook smiles. Ben pats him on the shoulder.

Ben: *as NRG* Nice going, Rook... uh, for a newbie, I mean. *Rook frowns slightly. Ben and Danie walk up to Liam*

Danie: *as Diamondhead* *to Rook* You did good Rook, *to Liam* Now, talk. Who's behind these alien shakedowns?

Liam: *Clucks* Behind you!

Rook: Even I wouldn't fall for that. And this is my first day on Earth.

Danie, Ben and Rook hear something behind them and turn around.

Ben: *as NRG* Uhh...

A bus is coming towards them at full throttle. Rook, Ben, Danie  and Liam are startled.

Ben: *as Diamondhead* Rook, Danie quick!

They throw Liam aside. Rook and Danie jump onto Ben while Ben  tries to stop the bus.

Toby: HEY! YOU TOOK OUT MY BRAKES!

Ben and Danie: *as NRG and Diamondhead*  WHEN YOU RAN US OVER!

They enter a commercial area and wreak havoc. The bus eventually stops. Rook, Danie and NRG fall backwards due to the somewhat sudden stop. Rook lands gracefully.

Toby: *On the mic* Undertown market connect to the sewer-line, Brownfield tunnels and the ferry to sunken tanks.

The passengers come out of the bus, disturbed and dizzy.

Toby:Next stop, Gaseous Gardens. *Drives away*

Rook: *Coughs*  Hey! You don't have brakes!

Danie and Ben turn back to normal.

Ben: It'll come to him. Huh?

They turn around and see a bustling alien marketplace.

Ben: *Happily* I can't believe this place. *To Rook* Come on, let's look around. *Runs ahead*

Back at the tunnel, we see Khyber searching, equipped with a torch.

Khyber: Where are you, friend? *Whistles. His dog arrives* There's a boy.

Khyber pats Zed. Then, Khyber sees something shining. It's NRG's spit and Diamondhead's spit. He walks closer and examines it with his blade.

Khyber: Rust with disuse. Half-melted. *Examines the Diamond* Recently made too *Looks at the destroyed tracks ahead, then turns around and looks at Zed. His dog picks up a scent.* Hunt them up!

Zed transforms into Buglizard and runs ahead.

Back at the Undertown market, Ben, Danie, and Rook are walking around. Ben is impressed.

Rook:I know I'm the new guy, Ben and Ally dude.

Ben: Dude. Call-me-"Ben".

Danie: And call me Ally or Danie.

Rook: Ben. Danie.  Shouldn't-we-go-after-those-lowlifes?

Ben: *Sighs* How long do you suppose there's been an Undertown?

Rook: Probably since Earth became an open system. But, Ben, Danie-

Ben: We know. You're about to say something official and Plumber-y.

Rook: Yes. Ben-

Tentacle Vendor: Tentacles on the sticks. So fresh, they grab you.

Ben and Danie observe the tentacles for a while.

Ben: I'm finally that hungry. Give me one of those.

Danie: Make it two.

Tentacle Vendor: With suckers? Without suckers?

Ben: *Hesitantly* With.

Danie: Without.

Rook: Excuse me. *Shows his Plumber Badge* We're Plumbers working a case. Did you see a group of bipedal lowlifes run through here? One cyanic?

Tentacle Vendor: What?! No, I don't know nothing, I don't seen nothing. *Closes his portable shop in a hurry*

Ben: Hey! What about our tentacles?

Tentacle Vendor: Never heard of it. *Wears driving mask*

Danie: Dude, you were gonna sell us-

Tentacle Vendor: I don't sell nothing. I ain't even here, red spot Plumber. *Drives away*

Ben: Oh, man. *To Rook* Why'd you have to go and show your badge?

Rook: I was interrogating a witness. *Disheartened* But I may have misjudged.

Ben:  *Sighs and raises his hand* Don't stress. We're the ones who skipped breakfast.

Danie: I know we regret it. *Stomach rumbles*

Rook: This is my first time away from home. When I first became a Plumber, I was assigned to my home planet, Revonnah. The most exciting thing to do there is to keep rodents out of the grain silos.

Ben: You learned to fight like that protecting alien wheat?

Rook: On Revonnah, the rodents run fairly large.

Danie: Um, how large are we talking? Like a herd or a flock?

Rook: Usually a herd.

Danie: Wow, heh that's a lot of alien rats.

Buglizard appears to have picked up a strong scent. Buglizard snarls and starts to run.

Ben and Danie are fascinated by everything while Rook is concerned.

Rook: I really do think we should continue looking for the lowlifes.

Ben: Relax. Pretty soon the big bad will say, "Ben Tennyson and Danie Benton, here to ruin my plan?"-

Danie: -And then your lowlifes will come looking for us.

Ben and Danie smell something and gets disgusted. Rook goes somewhere.

Ben and Danie: Rook?

Rook walks up to what appears to be a balloon.

Rook: Excuse me. We're Plumbers working a case. Can I ask you some questions?

A Lepidopterran Kid holding the balloon looks at Rook, blank. Ben's eyes are widened.

Ben: *Sighs* Knock yourself out. Me and Danie are gonna find something to eat.

The balloon reveals itself to be an alien and points to its right. Ben just walks ahead.

Sock Vendor: Tube socks. Grouped in pairs. Grouped in threes. Grouped in fives. Guaranteed to fit any tube.

Ben and Danie continue walking. He kicks a can.

ML-E: Mommy, I got a "bloody nose". (Shows her mother a packet and licks her lips)

ML-E's Mother : Well, did you expect me to cook it for you here?

Ben: *His stomach rumbles*O-kayyy... If that's making me hungry…

Danie: *Stomach rumbles* Come on, there gotta be something good around here! I'm starving!

Smoothy Vendor: Get your protozoan Smoothies!

Ben and Danie: *Excited* Smoothies?

Smoothy Vendor: Get your protozoan Smoothies!

Ben and Danie arrive at the shop. An alien pays the vendor. He spits smoothie goo out of his snout, places a straw in it and gives it. Ben is disgusted but Danie isn't.

Smoothy Vendor: There you are, sir.

Ben: Is that safe to eat? For me, I mean.

Smoothy Vendor: Hey, listen, ape-

Buglizard arrives and wreaks havoc. Rook notices this. Buglizard proceeds to attack a stunned Ben and Danie

Ben: What the heck?

Rook saves the kid and the balloon alien from Buglizard. People are running around terrified. Buglizard jumps from shop to shop and gets closer to Ben and Danie and snarls.

Ben and Danie: *Nervously* Do we know you?

Buglizard attacks Ben and Danie

Ben: Aah! *Dodges* You're not the only big bruiser in Undertown, ugly. IT'S HERO TIME!

Ben dials up Humungousaur, slams the dial and runs towards Buglizard and Danie does the same. Buglizard whacks him away with its tail. Ben transforms into Water Hazard and Danie is Swampfire

Ben: *as Water Hazard*  Oh, Water Hazard. Why can't I ever get Humungousaur? *To Danie* What about you Ally?

Danie: *as Swampfire* I was going for Four Arms.

Buglizard attacks Ben and Danie. Meanwhile, Khyber is watching from the shadows.

Ben: *as Water Hazard* Uh, get off us! *Shoots water*

Rook: Allow me, too. *Brings out his Proto-Tool and takes aim*

Ben: *as Water Hazard*  We got this! *Puts his arm in front of Rook*

Buglizard roars and attacks again. Water Hazard shoots water but Buglizard dodges it and tackles Ben and Danie.

Ben: *as Water Hazard*  Uhh... We-we  got this!

Ben and Danie continue to lose while Rook makes unpleasant and grimacing faces.

Ben: *as Water Hazard* *Struggling* Why're you just standing there?

Rook "You got this". I wouldn't want to interfere.

Danie: *as Swampfire* No, it's cool. Interfere! Oof!

Rook smiles and takes aim.

Rook: Hold still.

Rook takes careful aim and fires an energy shackle on Buglizard's mouth. pushes Buglizard away.

Ben: *as Water Hazard* Nice shot. *Buglizard breaks the shackles* Aw, maaan!

Buglizard jumps high and onto a shop and proceeds to crawl towards Rook. Rook uses his blaster but Buglizard shrugs them off with his tail. Buglizard is about to attack Rook but Ben and Danie grabs hold of its tail.

Khyber: Three against one. Well, the odds are becoming a bit unsporting. *Whistles*

Buglizard shakes Ben and Danie off, then releases gas and escapes. Ben and Danie reverts back to normal

Ben: Whoever sent that monster to kill me and Danie? He's the big bad. See how this works?

Danie: Come on. Ugh... Which way did it go?

Rook: Not to worry, Danie and Ben. *Puts his hand on Ben's shoulder* While you two were looking for food, my investigation turned up a lead.

Ben: *Enviously* Of course it did.

Danie: Nice job Rook.

Ben, Danie, and Rook arrive at an alien bar named 'Gas House'.

Ben: Don't tell me. The balloon squealed.

Rook: I was told that this is where that cyanic biped can be found this time of day.

Ben: Bubble Helmet? In here?

Danie: Makes sense, that's poison gas in there.

Ben and Danie try to peep through the glass window but he only sees gas. An alien comes up.

Ben and Danie: Yaah!

Alien: Use the service entrance.

Ben: *To Rook* Ahem. Hope you're okay with waiting outside. That's poison gas in there.

Rook: *With a gas mask on* Ready?

Ben: Huh?

Rook kicks open the door and brings out his Plumber Badge.

Rook: Appendages in the air!

The aliens look at Rook. Some raise their appendages. Ben transforms into Terraspin and Danie turns into her mutation form.

Ben: *as Terraspin* Will you cool it with the badge? We are not cops.

Ben and Danie walk ahead, Ben spins like a fan and Danie uses her air manipulation to clear the gas, causing the aliens to cough and wheeze.

Ben: *as Terraspin* Well, you might be a cop. Me and Danie are superheroes. *Winks*

Danie: Weren't you a cop once?

Ben: *As Terraspin* Touche.

Rook: There he is!

Rook, Danie, and Ben spot Bubble Helmet. He tries to escape. Ben, Danie, and Rook surround him.

Ben: *as Terraspin* Nice hangout. Great atmosphere.

Ben passes the helmet to Danie who passes it to Rook. Bubble Helmet has difficulty in breathing.

Ben: *as Terrapin*  So, who's behind those shakedowns?

Bubble Helmet: *Struggling* I'll tell you... as soon as I can breathe.

Rook: That's a fair bargain. *Places the helmet on Bubble Helmet's suit*

Danie: Rook, NO!

Bubble Helmet turns a switch on his suit, replenishes his breath and escapes via his jet boosters. Rook and Danie grabs onto Ben and they follow him. The bar starts to refill with gas.

The chase commences through the tunnels.

Ben: *as Terraspin* You've never dealt with actual bad guys before, have you?

Rook: I've read about them in books and I've trained extensively.

Danie: Well bad guy 101, don't listen when he or she says, "I'll tell you if you something-something"

Rook: Noted, *Removes the gas mask* *to Ben*  And don't lose him this time. This rodent will lead us back to the nest.

The chase continues.

Elsewhere, multiple alien criminals are preparing the shakedown machines.

Psyphon: You will take these shakedown machines to the surface. And fan out into the entire city.

Tummyhead: But, boss, only the alien stores have the taydenite to pay us in.

Psyphon slams a control panel angrily, then he slaps Tummyhead's face.

Psyphon: Dolt! Fear... is my currency! All money is just a way to keep score. My reputation will be made, once the whole city fears the name-

Bubble Helmet: Ben 10! Ally 11! They're after me, boys!

Terraspin and Rook are right behind Bubble Helmet. Rook jumps onto Bubble Helmet and stops him.

Rook: We had a deal!

Ben: *as Terraspin*  ROOK, HEADS UP!

Multiple alien criminals surround them. Terraspin transforms back to Ben and Danie lands next to him.

Rook: Oh.

Ben: *Sarcastically* Nice.

Ben, Danie, and Rook put their arms in the air. The aliens point blasters at them. Bubble Helmet runs ahead.

Ben: Look, a boatload of those shakedown machines.

Danie: That spells a boatload of shakedowns.

Rook: That is quite a lot?

Ben: Oh, yeah. Enough to take out the city.

Psyphon: Ben and Ally Tennyson! *Pauses* Here to ruin my plan? I think not. *Grins*

Ben and Danie: Psyphon?!

Rook: It seems my investigation lead us right to your big bad.

Ben and Danie look at Psyphon angrily.

Ben: Psyphon? You're the one who's been jacking the stores in Bellwood?

Danie: *Walks ahead* You were always like Vilgax's third toughest lackey.

Psyphon: *To Bubble Helmet* You led Ben Tennyson and Danie Benton right to me. I don't know whether to thank you... or eviscerate you.

Bubble Helmet: Uh... Thank me? *Gets zapped by Psyphon* AAAAAAA!

Psyphon: Thank you... *To Ben and Danie* You must have wondered whatever became of me, Ben Tennyson and Danie Benton.

Danie: Nope.

Ben: Not even a little bit.

Psyphon: Of course. You still think of me as... a servant. But now... I am master! So you cannot imagine the joy with which I say this- GET THEM, BOYS!

Psyphon's henchmen start shooting at Ben and Rook. Rook manages to dodge and take out one of the goons. Ben runs into a dark room of a warehouse. He activates the Omnitrix and Danie does the same with her Ultimatrix.

Ben: Come on, work for once!

Danie: Give me someone useful.

Ben and Danie both transform into Armodrillo and attack a henchman. They throws away a few shakedown machines. A few henchmen try to sneak up on Danie and Danie  from behind.

Rook: Ben! Danie Behind you!

One of the goons shoots at Ben . He turns around and propels a shakedown machine at the goon. Armodrillo wrecks the warehouse and attacks some more goons.

Ben: *as Armodrillo* Break it up, people! *Gets hit by lasers but barely feels anything*

Danie: *as Armodrillo* Better yet, let me break it up for you!

Danie and Ben smashes several shakedown machines. Rook shoots a ledge, causing a few cans to fall on a few thugs. The thugs are trapped. Rook walks up to them.

Rook: Forgive me, I haven't any witty remarks.

Ben: *as Armordrillo*  Don't force it, Rook. Let the wisecrack come to you.

Psyphon throws a shakedown machine at Ben ans Danie, sending them flying back.

Ben and Danie: *as Armodrillo*  *In pain* AAAH! Ohhh...

Psyphon attacks Ben and Danie again, sending them flying down to the Undertown Market.

Psyphon: Did you think I would be unprepared?

Psyphon shoots an energy blast at Ben's nerves making him lose control of his arm. His arm starts drilling randomly, causing an earthquake.

Ben: *as Armodrillo* *Groaning* What's happened to me? *Unintentionally wrecks a few shops*

Danie: *as Armordrillo* My arm! *Unintentionally wrecks a few more shops*

From a distance, Khyber is watching Ben and Danie

Khyber : *To Buglizard* Separate them. The Tennysons are  my quarry.

Buglizard goes ahead.

Psyphon: My exciter-beam has overloaded your nervous system.

Ben: *as Armodrillo* Somebody's gonna get hurt.

Psyphon: Only by you, heroes. *Laughs psychotically*

Danie and Ben spots an electric fuse box nearby. He puts his arm through it and electrocutes himself. Danie and Ben turned  back to normal, who are now injured.

Psyphon: That unpleasant twitchy feeling is only temporary. But I have so many... sensations left to show you. *Prepares to shoot Ben and Danie*

Bystander: AAH! LOOK OUT!

Buglizard arrives, causing mass panic and damage. Buglizard releases gas. Ben and Danie  try to run away but Buglizard stalks them

Ben: For goodness sake! Psyphon, call your dog off!

Psyphon coughs. Buglizard turns towards Psyphon.

Psyphon: He's not mine. *Runs away*

Rook: Halt!

Rook jumps out of a house and follows Psyphon. Buglizard turns around and jumps at Ben and Danie. Ben and Danie run as Ben transforms into Shocksquatch and Danie turns into Ampfibian and they both electrocutes Buglizard.

Ben: *as Shocksquatch*  Shocksquatch? Huh, okay.

Danie: *as Ampfibian* Ampfibian huh? Okay this I can work with.

Rook is chasing Psyphon. Psyphon bumps into a few pipes.

Rook: Psyphon! This is your last warning!

Psyphon flies out of the tunnel and shoots it multiple times, causing water to flow.

Psyphon: Pest!

Rook survives and jumps out of the tunnel. Psyphon is amazed.

Psyphon: I must have that armor!

Meanwhile, Buglizard attacks  Ben and Danie but they zaps and electrically punch Buglizard multiple times.

This creates a shockwave causing the ground to break. Ben, Danie, and Buglizard fall down to the tunnel below.

Rook athletically dodges multiple laser attacks by Psyphon.

Rook: The body armor is not for sale, Psyphon.

Psyphon: *Blasts Rook and menacingly laughs* Oh, I don't want to buy it. I will pry it from your lifeless body. How green are you?

The construction site begins to collapse. Rook gets away. Psyphon is trapped and injured. Rook walks up to him.

Rook: *Confidently* Not so green that I let a tunnel collapse on me... I believe that was my first wisecrack.

Danie, Ben, and Buglizard continue to fight. Shocksquatch notices a bus approaching.

Ben and Danie: *as Shocksquatch and Ampfibian*No brakes.

Ben and Danie hold up Buglizard so that the bus can hit it. Buglizard recovers soon and jumps back.

Ben: *as Shocksquatch* Still there?

Danie: *as Ampfibian* *Notices a pipe above* Here we go.

Buglizard tries to attack but Ben and Danie grab on and climb up the ladder. Buglizard follows.

Ben: *as Shocksquatch*  Metal all around. Just gotta get him in the middle... Right THERE!

Ben and Danie unleash a powerful electric blast and defeat Buglizard. Buglizard falls down.

Ben and Danie jump out of the pipe and transforms back to normal. Rook arrives, having apprehended Psyphon.

Rook: Ben! Danie! I made a wisecrack.

Ben and Danie smile. Buglizard releases gas and escapes in the smoke.

Rook: Gone.

Somewhere outside Bellwood, in a spaceship, Khyber is sharpening his blade. Buglizard arrives and transforms back.

Khyber: You did well, old friend. But this Ben Tennyson and Danie Benton are more powerful than I imagined. And resourceful. He will be our greatest trophy. Khyber the Huntsman... promises it!

The Plumbers capture Psyphon and his goons.

Psyphon: I am telling you. I don't know what that creature was!

Magister Patelliday: Yeah, tell it to the arbiter. Transport's top side.

Max: *To Ben and Danie*  So, how'd you like your new partner?

Danie: He fights okay.

Ben: Kind of a doughnut hole, though.

Rook: Is that good?

Ben: Oh, sure... See? *Danie giggles*

Max:Well, Ben, Danie you two jace been doing this a while now. Maybe it's somebody else's turn to be the "doughnut hole".

Ben and Danie: Huh?

Rook: I know you two  haven't eaten yet. *Offers a packet* Magister Tennyson here says you both prefer these "Chili Fries". Care to join me?

Ben and Danie were surprised at first. Then they smile and raise their hands.

Ben and Danie: Partner!

Rook catches Ben's and Danie's hand and smiles too.

Flashback ends.

Danie: And that's the story of how me, and Ben met Rook for the first time.

Paulina: Wow… that was… Awesome! Man, I totally wanna be a plumber like you and Rook!

Danie: I already am, and take it from me, it isn't always an easy job.

Paulina: But someone's gotta do it. I mean who else is gonna save the universe other than you or Ben.

Danie: True, hey how would you like to come to Bellwood with me on patrol tomorrow.

Paulina: *Smiles* I'd love it.

Next: Chapter 31: A Jolt from the Past