Mount Diablo – 8:02 AM
Ben's foot tapped against the wheel well of the Rustbucket. The sky was a washed-out blue, heat still rising slowly with the morning sun. But the air felt off.
He hadn't slept well. None of them had.
That... thing they saw the day before. A creature scrambling out of the chapel like it was running from its own shadow. That wasn't a standard alien sighting. That was fear. Raw, unfiltered panic. And Ben couldn't shake the image from his head—the way its black eyes darted, how it trembled like prey.
And it wasn't running from them.
Max was inside the chapel now, running scans with the full weight of a portable Plumber field kit. Gwen was mapping the scorch pattern left in the sand. But Ben?
Ben was listening.
There was something under the silence. A pulse beneath the ground, like a second heartbeat to the town.
And it was getting louder.
8:21 AM – Inside the Chapel Ruins
"Max!" Gwen called. "This isn't just scorched wood. There are etchings. Circular patterns—like Plumber code, but older."
Max knelt beside her, running his gloved fingers over the blackened floorboards. "Those aren't just decorative. They're a containment seal."
Ben peered over his shoulder. "You mean like a magic seal? Like Hex magic?"
"No," Max replied grimly. "This isn't magic. This is ancient tech. And I think it's been tampered with."
Gwen traced the overlapping rings with narrowed eyes. "But who would—"
A sudden screech cut through the air like metal across glass.
The sound came from the graveyard behind the chapel.
Ben didn't wait. He bolted toward the sound, thumb poised above the Omnitrix dial.
8:25 AM – Chapel Graveyard
The gravestones were cracked, many overgrown with desert weeds. A warped, half-buried mausoleum stood at the far end. The ground around it was covered in claw marks—fresh, jagged, panicked.
And one name carved into the stone door: Zombozo.
Ben's stomach dropped. "No. No way."
Gwen caught up behind him. "That's not possible. He was locked away. I read the report—Plumbers took him off-planet after the circus incident."
"Unless…" Max joined them, rifle raised. "Something brought him back."
Suddenly, a tinny giggle echoed through the canyon.
Then another. And another.
It wasn't just one voice.
The sound bounced between gravestones, circling them, tightening like a noose.
Ben slammed the Omnitrix dial.
"Time to put this clown back in his box."
8:26 AM – Omnitrix Activation
A green flash.
Upgrade.
Ben's form shifted—his body became smooth, metallic-black laced with glowing green lines. His visor pulsed as he flexed.
"Alright, creepy giggle ghosts. Let's see how you like a little hardware havoc."
Upgrade lunged forward and slammed into the mausoleum door, merging into the ancient tech beneath the stone. His body filtered through the containment glyphs, feeding into the lock mechanism.
But then—he stopped.
Something was already inside.
And it was laughing.
Inside the Tomb – Vision From Within
Ben's merged senses flickered—data flooded his mind. Rotting iron. Scrawled glyphs. Old Plumber suppression algorithms overridden by something... darker.
He saw teeth.
Rows of them.
Grinning.
And a pale, mask-like face staring directly into his interface.
"Hi there, Bennie-boy," Zombozo cooed.
Ben screamed—and ejected from the tech.
Outside – 8:28 AM
Upgrade exploded backward from the mausoleum, green sparks flying.
Gwen rushed forward. "Ben!"
He groaned, returning to human form mid-roll. "He's back. It's him. Zombozo."
Max cursed under his breath. "Fall back. Now."
But it was too late.
The mausoleum cracked open, not from the front—but from beneath.
A hidden tunnel.
And rising out of it, limping and wheezing... came Zombozo.
Except he was different.
No longer in a circus suit. His body was stitched in places, fingers longer, mouth wider. His skin had grayed to a lifeless blue. And his eyes—one red, one completely black.
He stepped into daylight with a smile. "Miss me?"
8:30 AM – Chaos Unleashed
"Scatter!" Max barked, but Zombozo merely snapped his fingers.
A shockwave of invisible terror burst from him like a ripple in still water.
Ben froze mid-motion, knees locking.
He saw things—scenes of his parents vanishing, Gwen blaming him, the Omnitrix shattering.
They weren't real.
But they felt real.
Gwen screamed as her legs buckled. She was shaking, staring at something none of them could see.
Only Max stood his ground, but even he was pale. "He's learned to weaponize fear itself... somehow."
Zombozo licked his cracked lips. "A gift from a friend," he whispered. "An old friend with very sharp teeth."
8:33 AM – Counterattack
Ben bit down hard on his own lip. Blood.
Pain = real.
He focused, forced the Omnitrix to cycle.
Diamondhead? No—too slow.
XLR8? Maybe—
He slammed the dial.
Green flash—XLR8.
Wind howled as he blurred through Zombozo's radius of fear. It helped. Movement pushed back the nightmare.
He ran circles around the clown, trying to confuse him. "Come on, Chuckles. You're gonna have to do better than cheap party tricks!"
Zombozo snarled. "Fine."
He opened his jacket—hundreds of mini puppet creatures spilled out like spiders, each one a twisted face of Ben or Gwen.
"Meet the new act: The Fearlings."
8:34 AM – Fearlings Attack
They lunged with feral speed—clawing, biting, whispering lies.
"You let Sharim fall…"
"You could've saved him…"
"You failed…"
Ben skidded through them, dodging their blows, but they swarmed like insects.
Gwen fired a mana blast, finally breaking free from the nightmare grip. One puppet burst into green fire.
Max fired a concussive pulse—four more disintegrated.
But they just kept coming.
8:37 AM – Turning the Tide
Ben circled behind Zombozo again, skidding into the chapel ruins.
"Alright, Upgrade didn't work. Let's try heat."
He hit the dial—Heatblast.
Fire flared across the church.
"Let's see how much makeup you're wearing under that magic!"
Zombozo recoiled as flame ignited the grass around him. "No no no—!"
The Fearlings screeched, unraveling into dust as the fire spread.
Gwen sealed the mausoleum with a mana burst. Max dropped a Plumber beacon.
Zombozo staggered. "You think this ends me?! I was reborn in fear. You can't kill what's already dead inside!"
Ben launched a fireball, blasting him back into the crater.
Then silence.
No body.
Just black dust.
And laughter echoing away.
9:01 AM – Rustbucket
Ben sat with his feet on the bumper, sipping water, drenched in sweat.
"He was different," Gwen said.
Max nodded. "And not just cosmetically. Someone gave him that power. Amplified it."
Ben looked up at the blue sky.
"And we both know who."
Unknown Location – Same Time
In a blackened chamber, somewhere neither in space nor on Earth, something watched.
A clawed finger dragged across the surface of a cracked Omnitrix-like core. But it was twisted—veined, pulsing. Alive.
Feartrix.
And it laughed without a mouth.