The group was now visiting the massive Mall of America, and even from the entrance alone, the place already felt less like a shopping mall and more like an entire city stuffed inside a building.
Everywhere they looked there were glowing signs, massive crowds, colorful stores, loud music, and enough attractions to make it impossible to know where to start first.
Gwen stared down at the brochure in complete disbelief.
"500 stores? Seventy-two restaurants? Forty-eight movie screens? An indoor roller coaster?!" she exclaimed, looking genuinely overwhelmed.
"We could spend the whole summer here!" Ben added excitedly while walking backward dramatically.
Behind them, Evan pushed a shopping cart with Gold Ship and Orfevre sitting inside it like children despite both being old enough to walk perfectly fine.
Gold Ship had somehow already collected several shopping bags despite them only arriving recently.
"This mall has everything!" Gold Ship declared proudly while pointing around at random stores.
Orfevre nodded in agreement. "Honestly, this place is kind of amazing."
Meanwhile, Max carried several newly purchased supplies in his arms while trying not to lose track of five kids at once inside the giant mall.
"You kids are treating this place like an amusement park," Max sighed, although the small smile on his face made it obvious he was enjoying himself too.
"Because it is an amusement park," Ben replied immediately.
And honestly, he was not wrong. Not far away, the indoor roller coaster thundered overhead while crowds cheered below it.
Then suddenly, a pair of shadowy figures dashed across one of the connecting hallways carrying bags filled with sparkling jewelry.
Several nearby shoppers gasped. A second later, mall security officers came rushing after them with surprising seriousness.
"Halt in the name of mall security!" one of the officers shouted dramatically while pointing ahead.
Ben blinked.
"Wow," he said slowly. "This place literally has its own police force."
"Yeah," Max muttered. "Including all the attitude that comes with it."
Gold Ship leaned forward from inside the cart. "If they're anything like the cops in movies, we're all doomed."
Evan suddenly skidded the cart to a stop as the thieves disappeared around a corner.
"It looks like rent-a-cops could use a little help," Ben said while cracking his knuckles eagerly.
"A hero's work is never done, huh?" Gwen sighed.
Ben grinned and slammed his hand onto the Omnitrix dial.
Green light exploded outward.
The thieves sprinted through the dimmer maintenance corridors near the parking structure while security officers struggled to keep up behind them.
Then a powerful growl echoed through the hallways. Wildmutt charged after them on all fours at full speed.
The thieves leaped over a railing and landed inside the parking garage several floors below. Wildmutt followed immediately without hesitation, crashing down onto the concrete floor with enough force to shake nearby cars.
He paused for a moment after finally getting a good look at the criminals.
The "dangerous thieves" were actually two elderly people. An old man and woman. Neither of them even bothered hiding their faces.
Wildmutt tilted his head in visible confusion. Then he lunged anyway. He tackled both thieves at once, causing stolen jewelry to scatter everywhere across the concrete floor.
The pair hit the ground in a heap, and then immediately recovered with smooth ninja flips that completely ruined the image of harmless senior citizens.
Wildmutt froze. The old woman narrowed her eyes before both thieves launched forward at the same time.
They bounced off pillars and walls with absurd agility before slamming both feet directly into Wildmutt's face.
He roared in pain and stumbled backward.
"What the heck?!" Ben's voice echoed instinctively through the transformation.
Wildmutt quickly recovered and fought back, swiping with his claws and snapping his jaws at them. But the elderly thieves moved with shocking speed, dodging every attack with graceful martial arts movements.
The old woman grabbed Wildmutt's arm and used his momentum to throw him straight into a support pillar.
The impact cracked the concrete. Before Wildmutt could recover, the old man flipped over him and tried pinning him down.
Wildmutt snarled angrily and kicked upward hard enough to launch the man off him. The old thief landed cleanly on his feet anyway. The three stared at each other for a moment.
Wildmutt growled lowly. The elderly thieves calmly adjusted their posture like trained martial artists preparing for another round.
Then suddenly, the sound of electric mall carts approached rapidly. Wildmutt turned just in time to see several mall security officers arrive with weapons raised directly at him.
"There!" one officer shouted. "They unleashed some kind of giant rabbit-dog thing!"
"Get him!"
Wildmutt's jaw dropped slightly in disbelief. The officers opened fire with stun rounds.
Wildmutt immediately leaped over their heads and sprinted out of the parking garage while the confused officers chased after him.
He burst outside just in time to see the Rust Bucket pulling around the corner.
Evan opened the passenger door. "Get in!"
Wildmutt jumped into the RV as the mall cops came speeding out after them in their carts.
"The thief must be escaping in that RV!" the lead officer shouted dramatically.
"We are literally the worst undercover family ever," Gwen groaned from inside.
The Rust Bucket peeled away down the street while mall security pursued them with shocking determination.
Ben transformed back to normal inside the RV while trying to steady himself.
"Okay, in my defense," he started, "those ninja grandparents were super weird."
"They are what now?" Gwen asks, deadpanned.
Before the argument could continue, Max suddenly widened his eyes. "Hang on!"
Several mall security carts suddenly cut directly in front of the Rust Bucket.
Max jerked the wheel hard. The RV swerved violently before smashing sideways into a streetlight with a loud crash.
Everyone inside was thrown around from the impact. Gold Ship somehow ended up halfway inside a cabinet.
"Ow..." Orfevre groaned while picking herself up from the floor.
A cabinet door slowly opened nearby.
Gold Ship sat inside calmly eating cookies she apparently protected better than herself during the crash.
The RV doors burst open. Mall security officers stormed inside with weapons raised dramatically.
They looked around at the scene. Ben sat innocently at the table. Gwen smiled awkwardly. Evan slowly stood back up beside Orfevre. Gold Ship continued eating cookies inside the cabinet like nothing had happened.
"Looking for someone, officers?" Ben asked innocently.
The cousins all smiled at the exact same time. The officers stared at them suspiciously.
...
"Nice going out there, hero," Gwen said dryly as she walked through the massive Mall of America alongside Ben, Evan, Orfevre, and Gold Ship.
Ben groaned immediately. "Come on, Gwen-"
"No," Gwen interrupted while pointing accusingly at him. "Not only did you let the robbers get away, but because mall security thought your furry butt was inside the Rust Bucket, they practically turned Grandpa's RV into a demolition derby target."
"I much prefer Pretty Derby, it's more fun." Gold Ship commented seriously while eating popcorn from an oversized bucket.
Gwen completely ignored her.
"Look, I'm sorry, okay?" Ben sighed, rubbing the back of his neck. "You know I never meant for anybody to get hurt."
Then his expression brightened a little.
"Besides," he added smugly, "the mall's paying for all the repairs, and it bought us a few extra days here while Grandpa waits for replacement parts. So technically? You should be thanking me."
"...Honestly, he kind of has a point," Orfevre admitted. Then without warning, she spun around and threw a kick directly at Evan's head.
Evan calmly raised one arm and blocked it.
"You say that like property damage is a good thing," Gwen groaned.
"Depends whose property," Evan replied casually before driving an elbow toward Orfevre's ribs.
She blocked that too. The two immediately started exchanging blows while walking through the mall like this was completely normal behavior.
Gold Ship continued eating popcorn while watching them with full concentration.
"This fight choreography is getting better," she nodded approvingly.
Gwen stared at the siblings fighting in public. Then she sighed heavily.
"Is it just me," she asked, "or has Ben been acting weird this past week?"
"Don't know," Gold Ship shrugged. "He seems normal to me."
Suddenly Gwen stopped walking.
The others turned toward a massive flashy poster hanging near the center of the mall.
THE AMAZING SUBLIMINO
MASTER OF HYPNOSIS
LAST DAY ONLY
Gwen's eyes lit up. "We have to see this!"
"Gee," Ben said dramatically, "and to think we almost missed the magical mind-control guy."
Gwen rolled her eyes and immediately started dragging him toward the performance area.
Ben followed along with a grin while Evan and Orfevre continued trying to punch each other in the background.
Gold Ship casually walked after them while tossing popcorn into her mouth.
A few minutes later, Max finally caught up to the group just in time to stop Evan and Orfevre before they accidentally kicked over an expensive display stand.
"That's enough," Max sighed while physically separating the two.
"But he started it," Orfevre said instantly.
"You punched me first," Evan replied.
"Because your face annoyed me."
"So nothing new."
"Kids!"
Max pinched the bridge of his nose before noticing Gwen laughing nearby while holding up a small camera.
Curious, the rest of them walked over toward the stage area. And immediately paused.
"Why is Ben acting like a chicken?" Gold Ship asked in confusion.
On stage, Ben was currently flapping his arms and making distressed clucking noises while several audience members laughed hysterically.
"It's my early Christmas present," Gwen said proudly while recording everything.
Standing on stage in a sparkling outfit was Sublimino himself, dramatically waving his hands through the air.
"You are a ballerina," Sublimino declared toward an elderly man in the audience.
The old man immediately began pirouetting gracefully down the aisle.
"You are a ferocious grizzly bear!"
An older woman suddenly dropped to all fours, growling loudly at nearby shoppers.
"This is amazing," Gwen laughed while holding her stomach.
Meanwhile Ben continued clucking aggressively in the background.
"And you, my lad..." Sublimino said dramatically while turning toward Ben. "...are an alien."
Ben's eyes suddenly glazed over slightly. Then his hand slowly started reaching toward the Omnitrix.
Evan's expression changed instantly.
"Okay," he said flatly. "Funny part's over." Then he immediately elbowed Orfevre beside him. "Throw me."
Orfevre did not hesitate for even half a second. She grabbed Evan by the arm and spun once before launching him directly toward the stage like a missile.
Ben had just started activating the Omnitrix, when Evan's foot slammed directly into his face.
"GAH!"
Both boys crashed behind the curtain in a loud mess of tangled limbs and stage props.
The audience gasped. Someone started clapping because they thought it was part of the show.
"You are ruining the performance!" Sublimino shouted indignantly from atop a decorative chandelier.
Behind the curtain, Ben groaned while rubbing his head.
"Dude! What was that for?!"
"You were about to transform while hypnotized," Evan hissed back.
"Oh." Ben paused. "Really? I see."
The two stood back up before stepping out from behind the curtain.
Ben laughed awkwardly while the audience stared at them.
"Sorry!" Evan said sheepishly. "My sister got a little too excited and accidentally shoved him too hard."
Sublimino sighed dramatically while adjusting his cape. Clearly deciding this situation was no longer worth questioning, the hypnotist simply continued the show instead.
Meanwhile, Gold Ship slowly leaned toward Max while still eating popcorn.
"I think our family may actually be banned from this mall by tomorrow."
Max stared into the distance for a long moment before letting out a tired sigh.
...
The next morning at noon, the group continued walking through the mall as they saw Ben groan outward in restlessness as the group walked through the mall together.
"Hey, you okay, Ben?" Max asked. "You don't seem as peppy as usual."
"I'm just a little tired, that's all," Ben groaned as they walked forward in front of the sea dragon pendulum ride, which was closed off for construction.
"Whoa," Gwen said. "What happened here?"
"Somebody stole the motor from the sea dragon ride," the mall cop explained. "Probably a prank by some punk kids."
His partner then walked over and showed a piece of evidence.
"What do you think of this?" He was holding a discarded green crystal that looked like it belonged to Diamondhead, catching our heroes' attention.
The group widened their eyes slightly as the cops walked away.
"What, I didn't do it, I swear!" Ben said as Gwen crossed her arms.
"Me either! If I did it, I won't even leave any evidence." Evan said with a shrug.
Max could only look on suspiciously as he was deep in thought.
...
The group was asleep inside the Rust Bucket when midnight came and went. Then a strange sonic pulse tore through the mall area outside.
Ben suddenly sat upright in his bunk, eyes open but distant, like he was looking right through everything around him. He did not seem fully awake. He looked more like he was following something only he could hear.
Gwen stirred in the bunk below and sat up groggily. "Ben?" she muttered, rubbing her eyes. "What are you doing up at this time of night?"
Ben did not answer. He climbed out of bed and walked toward the RV door in a stiff, zombie-like way.
"Ben?" Gwen repeated, now a lot more alert. "Hey, what are you doing?"
Ben reached for the Omnitrix and activated it.
A flash of green light burst across the RV.
"Hello?" Gwen said sharply, already sitting up fully now. "Earth to Ben!"
When the light faded, Upgrade was standing there instead.
Gwen immediately threw her blanket off and bolted upright. The others stirred too, with Gold Ship poking her head out from under her blanket and blinking in confusion.
"Heh? What is happening?" Gold Ship asked sleepily.
"Wait!" Gwen shouted as Upgrade oozed toward the door. "You cannot just go out like that!"
But Upgrade did not stop. He slipped through the doorway and headed straight outside, while the others scrambled after him. They watched in confusion as he slid across the pavement and then climbed up into the electrical wires of the streetlights and the mall sign like he was being pulled by something.
Evan frowned. "...He must be sleepwalking."
"Sleepwalking?" Gwen repeated. "Ben doesn't even walk normally when he's awake."
Max had already stepped out of the RV and was staring up at Upgrade with a grim look. "Something is definitely wrong."
That was when a spotlight suddenly snapped on and locked onto Upgrade.
"Halt in the name of mall security! Stand down!" a guard shouted, rushing into view with weapons raised.
"Uh-oh," Gold Ship muttered.
Another security truck rolled in behind them, and more lights cut through the night.
Evan's expression tightened. "This is getting worse."
He activated his Another Omnitrix immediately and started cycling through his aliens.
Upgrade kept climbing, scaling the side of the mall until he reached one of the highest towers. A helicopter appeared overhead, then another, both of them sweeping him with blinding spotlights.
Evan pressed down on the dial. Golden light erupted from inside the RV.
When the flash faded, a tall, black, slender alien stood where Evan had been, dark purple particles drifting off his body like smoke. The golden Omnitrix symbol glowed on his chest.
"Blink!" he announced, before disappearing in a blink, reappearing outside already looking up toward Upgrade.
Below, Gwen shouted up at the tower, "Ben! Snap out of it! You are sleepwalking!"
"It is no use, Gwen," Max called back. "He probably has no idea what he is doing."
"So what else is new?" Gwen muttered.
The helicopters opened fire.
Machine-gun rounds ripped through the air and struck Upgrade, but the bullets passed harmlessly through his liquid-metal body. While Blink simply teleported out of the way of the projectiles. Upgrade oozed down the side of the tower, then re-formed and shot upward again toward the nearest helicopter.
The pilot barely had time to react.
Upgrade launched himself at them, merged with the helicopter, and seized control of it before anyone could stop him.
"Oh, come on!" Blink shouted.
Upgrade immediately turned the helicopter's own guns on the other copters and the squad cars below, blasting them out of the sky and forcing the security officers to scatter.
One of the helicopters began to fall out of control.
Blink teleported upward in an instant, tore open the door, grabbed the pilot, and then reappeared on the ground a moment later, setting him down safely.
"Thanks," the pilot said, still stunned.
Blink gave him a quick nod. "Forgive my partner. He is not feeling like himself."
The other helicopter started to drop as well.
Blink disappeared again, reappeared beside it, ripped open the door, and pulled the pilot out before teleporting back down and setting him on the pavement.
"Thanks," the pilot said breathlessly.
"You are welcome," Blink replied.
Up above, Upgrade finally demerged from the remaining helicopter and dropped away from it before oozing across the tower again. He moved with the strange, half-dreaming focus of someone following a signal nobody else could hear.
Then he reached the top of the structure, and with a sudden burst of movement, he used the tower itself as a launch point and sent the helicopter spiraling away from the scene.
Everyone on the ground just stared.
Orfevre blinked. "...Did Ben just decide to become a construction problem in the middle of the night?"
"Pretty much," Gold Ship said.
Gwen watched Upgrade disappear into the distance and let out a tired sigh. "Time sure flies when you go alien."