"That's it! I'm going XLR8!" Ben said, ducking into the RV. One flash of green later the reptilian form of XLR8 had appeared and sped away in the blink of an eye. One passerby was knocked down by his nearly invisible form as he shot through the crowds of shocked people.

Gwen sighed in exasperation. "Does he ever think before he goes hero?"

"Come on," said Max, pulling her back into the RV. "We've got to catch up with them!"

"So much for the free admission..." she muttered.

* * * *

Eva was huddled behind a dumpster next to a run-down pizza parlor. Her mind was racing; everything had fallen apart so quickly. She shivered fearfully and tucked her legs close to her body. The only way to escape from the SACT was to get out of the city, and fast. There were lots of mountains nearby that she could hide out in. Tears started to roll down Eva's cheeks. She had only known the Tennysons for a couple of days, and now she would probably never see them again.

A sound like rushing wind soon drew her attention to the street. From the front of the pizza parlor Eva could hear a raspy voice she did not recognize.

"Eva? Eva! Where are you?!"

She felt her heart begin to pound furiously. The voice did not belong to anyone Eva knew, not even one of the Tennysons. It could only mean that they were searching for her. And if they found her, she'd be brought back to that horrible place underground, and would never be able to escape again.

Her muscles tensed and her hands curled into fists. She knew what she would have to do. Eva had told herself over and over again that she would never have to do it again, but now there was no choice. She felt it stir in her brain, felt her insides start to shift and her bones elongate. A slight burning sensation began to spread through her veins. Then Eva watched calmly as a thin slime spread over her skin. Her vision was becoming very blurry, so she let her eyes close. She wouldn't need them anyway.

* * * *

The visor over Ben's face retracted back into his helmet as he slowed to a stop in a narrow alley.

"This is hopeless," he said irritably "Where could she have gone?"

XLR8's visor covered his face again just before he shot back up and down the nearly-empty street. Still he saw nothing. I should probably go through the alleyway and check the next street. I mean, it's not like Eva could have climbed up one of the buildings.

Just as Ben had started back through the alley, though, the familiar beeping of the Omnitrix symbol hit him. There was a bright flash, and he reverted back to his human self.

"Great. Just great...EW!" Ben jumped backwards. He had stepped into a glistening puddle of clear slime that was spread near an old dumpster. Now his sneakers were covered in goo. Ben clumsily stepped away, trying to shake it off of his feet.

"What is this stuff?" he leaned against the dumpster, not seeing the dark shape clinging to the wall above him. As it crept slowly towards the boy a thin stream of saliva dripped from its mouth and onto his head.

"What the heck!  This is totally gross! Who's up…there..."

Ben had stepped to the opposite side of the alley to wipe the slime out of his hair and now found himself frozen with fear.  He could only stare at the nightmarish creature that had jumped onto the dumpster lid. Watery mucus dripped from its mouth, which was filled with sharp, translucent teeth. Its abnormally long head was smooth and devoid of any facial features. The creature's powerful tail was tipped with a deadly-looking blade, and thick spikes protruded from its back. Its entire body was covered in a shiny black shell.

Ben stood paralyzed, watching the monster slowly move off the plastic top of the dumpster. Its slimy maw was now inches from his face. From within the beast's mouth a second set of teeth emerged, attached to a nearly square tongue. He felt its dark claws just barely touching his forehead, its sour breath stinging his skin.

"AAAHHHHGGGG!!" Feeling a sudden burst of adrenaline, Ben ripped himself out of the creature's grip. It shrieked angrily as he ran down the alleyway. He didn't bother to try and activate the Omnitrix. At the end of the alley he saw a couple of grimy trashcans, which he scrambled over and then knocked down in hope that they would slow the creature down. Ben pounded down the sidewalk, not seeing the onlooker's startled faces.

"Wouldja look at that," said an old man sadly to his younger companion. "Phoenix used ta be a nice place.  Now we gotta buncha kids runnin' away from gangs."

* * * *

"There he is!" exclaimed Gwen as she pointed to an exhausted Ben leaning against a streetlight. Max hit the brakes hard, causing the RV to swerve dangerously close to the curb.

"Ben, what happened to you?" Max said with concern as he stumbled into the RV "You look like you just tried to run a marathon,"

"Okay...I know you're not gonna believe me, but I just found the thing Lt. Steel is looking for," he panted.