At a time when aliens not only walked the surface of Earth, but were an accepted fact of life, rickety carnivals like Llewelynn and Sons' Festival of Oddities were a dying breed, clawing and gasping for their final breaths in a world growing immune to their charms. Gone were the days when the curiosities hidden in its wagons could stun and woo the crowds in New York and Chicago – progress and political correctness had long barred the carnival from the major cities. Now its only lifeblood was the small towns and backwoods settlements, where those sheltered from the outside world could still be amazed at sights like a two-headed calf, a half-spider half-monkey beast, or a child with butterfly wings and jewel-like eyes.

Perhaps that was for the best, Ben Tennyson thought as he hunkered down behind a rotting log and studied the carnival as it set camp for the night. There was a time when he might have joined the crowds in gawking at some bizarre creature, sentient or not, and even paid good money for the privilege. But something about spending time in the skin, fur, feathers, scales, and shells of many such creatures made the thought of a business like this even existing sickening to him.

Lights winked out in every wagon save one as the carnival settled in for the night. The occasional whicker of a horse or the thump of something testing the bars of its cage were the only sounds to reach his ears. If there was a time to slip in and open the cages, it was now.

"Okay, looks like everyone's asleep for the night," he whispered to his partner. "Let's go perform a jailbreak."

Rook Blonko didn't move. Ben glanced over to see the lanky, cat-faced Revonnahgander still staring at the sleeping carnival through the targeting scope of his Proto-Tool gun, eyes narrowed and gaze shifting from wagon to wagon.

"Um, Rook, I'm pretty sure you don't have the ability to pick locks with your eyes," Ben told his partner. "We're gonna have to actually go down there."

"Not yet," Rook murmured. "This is strange."

"Yeah, weird that in this day and age they'd still be using horse-drawn wagons to get around, huh?" He twisted the dial on the Omnitrix, trying to settle on a suitable alien form for this mission. "You'd think they'd find trucks easier, or even a train…"

"Not that," Rook replied. "It is far too quiet down there. I do not see any guards at the wagons. If they are truly holding sentient aliens in those wagons, it would make sense that they would keep them under heavy guard."

"Then I guess they're just stupid." Ben finally let the dial rest on one of his favorite forms – Four-Arms, the muscular Tetramand alien that he prized as a powerful close-quarters brawler. "C'mon, let's go! If they're not going to guard the wagons, let's take advantage of their idiocy."

"I do not think that is a good idea," Rook insisted. "Perhaps we should wait here and perform a little more reconnaissance first…"

Ben rolled his eyes. "Fine, you do recon. I'll go kick butt." A bright green hologram of Four-Arms materialized over the device on his wrist. "It's hero time!"

"Wait, Ben, do not-"

Rook's warning came an instant too late. Ben raised his hand and slammed it down atop the Omnitrix. Green light enveloped his body, leaving a vivid emerald silhouette that went liquid and morphed into a taller, lither form. A moment later the light faded, and a cloaked and hooded form stood in the human teenager's place.

His partner raised an eyebrow. "I do not see the advantages of that form when it comes to 'kicking butt,' Ben."

"What do you mean…" Ben began in a soft, hissing voice, then glanced down at himself. No scarlet four-armed fighter here – he was now a slender, blue-and-black being, like a humanoid moth with emerald compound eyes and wings that folded about his body like a cowl. "Oh, for the love of… I swear this thing hates me."

"You will have to make do with it," Rook noted dryly as lights flickered on inside wagon after wagon. "You seem to have attracted their attention."

"Rats," Ben muttered. "Fine, then. I can still kick butt as Big Chill." And he unfurled his wings, sending himself aloft with a powerful thrust downward. Rook darted after him, staying within the shadow left by his outstretched wings.

Carnival workers began spilling out of the wagons, shouting at each other in a mix of languages, some carrying shotguns. With a cry one of them raised his weapon and fired, but the cluster of buckshot passed directly through Ben's insubstantial form. In retaliation he folded his wings and dove, spraying a stream of ice that froze the gun solid in his attacker's hands.

"No, no, no!" Llewelynn himself staggered out of the biggest wagon, wearing a stained white undershirt and plaid boxer shorts, waving his arms to get his workers' attention. "Don't shoot it! We want it live! We can put it with the little one!"

Ben pulled up from his dive to hover just over Llewelynn, compound eyes narrowed in a scowl. "I'm not some carnival freak for you to put on display! And neither are the other aliens you've kidnapped and caged to show off to the crowds! Let them go or I'll freeze you solid!"

Llewelynn just grinned, showing off several gold-capped teeth. "A man's got to make a living in this world, eh? So what if a few creatures have to live in chains for it? That's show business!" And he waved at a burly tattooed man who stepped out of another wagon. "Sergei, the net cannon!"

Ben swooped and dove again and again, harrying the workers with well-timed blasts of ice. He didn't notice the carnival's strong-man readying a heavy cannon… nor did he see the energy-laced net flying toward him until it was too late.

Rook thought he was prepared for what he would find inside the carnival's menagerie wagons. He'd seen all manner of victims, prisoners, and refugees as a Plumber, people injured and traumatized by criminals and warlords and disasters. He thought such sights would have inured him to seeing the suffering of other sentient creatures by now.

While the cowering aliens inside the cages were certainly not the worst he'd ever seen – they appeared well-fed, and while some bore bruises and whip marks none looked to be severely beaten – the look of terror and despair on each face cut him deeply.

"It is okay," he whispered, holstering his Proto-Tool and raising his hands in a universal gesture of friendliness. "I am Rook Blonko, Plumber agent. I am here to rescue you."

A blue-furred, multiple-armed Arachnichimp – a creature Ben would have informally referred to as "Spider Monkey," and whose cage bore an elaborately-painted, grotesque sign with the same name – gave a hiccupping screech and backed further into a corner of his cage.

"Do not be afraid," Rook tried again. "I promise I mean you no harm."

"How do we know that?" demanded a yellow-furred alien, one with a broad simian body and whose cage placard declared her to be The Golden Yeti but whom Rook recognized as a Gimlinopithecus – what Ben called "Shocksquatch." "How're we supposed to trust you, eh? Last hoser who called himself a Plumber 'round me sold me here!"

"Please keep your voice down," Rook requested, though he frowned at her mention of a corrupt, self-serving Plumber. He made a mental note to have one of the officers question her in greater detail when this was all over. "Rest assured that Ben Tennyson and I…"

"Tennyson?" repeated what looked like a reptilian mermaid in a too-small tank in the back of the wagon – the Fantastic Sea-Dragon according to the sign on its tank, but in reality a Pisciss Volann, or "Ripjaws" as Ben would call it. "Ben Tennyson's here? The Omnitrix-bearer?"

Rook sighed softly but nodded. He supposed he should be used to playing second-fiddle to Ben by now.

"Guys, this IS a rescue!" the aquatic alien snarled, swinging his arms out enthusiastically enough for water to slosh out of his tank. "He's tellin' the truth!"

"I still don't trust him…" the Gimlinopithecus protested.

"Oh, save it," the Volann retorted. "Let's get out of here. I'm tired of being stuck in this fishbowl and being gawked at for my meals. Get us out of here, Mr. Blonko."

Rook nodded and drew his Proto-Tool again, carefully twisting and manipulating it in his hands. Usually a hand-held blaster, the Tool could take on a variety of useful forms to suit most situations, though in this case he needed it as a…

"Perfect." He flicked the trigger a few times to ensure this new form – a blowtorch – would work properly, then bent down to begin cutting the bars of the closest cage. The occupant, a young Necrofriggian – the same kind of alien whose form Ben now wore as Big Chill, hailed by the carnival's sign as Mothman's Daughter – watched him work with wide compound eyes, wings twitching nervously.

"Do not fret, little one," he assured her – he could only guess at the gender, since despite the carnival billing the child as female most Necrofriggians were gender-neutral or even gender-fluid. "This will only take a moment…"

She gave a screeching cry.

"Did I burn you?" he gasped, yanking the Proto-Tool back. "I did not mean…"

Then he realized a shadow had fallen over him, and he turned to face the hulking robot that loomed over him. Gunmetal gray and covered in dents and scratches, it bore a flat, blank face marked only by a single red visual sensor, and two sets of thick arms ended in powerful pincers. These it raised and clanked threateningly together before it thumped toward Rook.

"Ah," he murmured. "That would explain the lack of guards."

"Way to go, Plumber, you're dead," the Gimlinopithecus muttered.

The Big Chill form normally let Ben phase right through solid objects… but certain types of energy could mess with his molecular structure to prevent it. And whatever was coursing through the woven-steel strands of this net was doing just that. His entire body buzzed as if trying to shake itself apart as he struggled to free himself from the net. All he managed to do was tangle himself more tightly in it.

"Splendid!" Llewelynn declared, a huge gold-toothed grin splitting his face. "Absolutely splendid! We can put him right in with Mothman's Daughter! Make it a family act!"

"Dude," Ben rasped, trying to free an arm that was trapped beneath his wing without injuring either limb. "That's not going to work. Just let me go so I can punch you and tie you up already."

"Sorry, exhibits don't get to talk back to their owner," he retorted, kicking Ben in the side. "Sergei, take him to the menagerie and…"

The Omnitrix let out a series of descending beeps… and Ben found himself minus a pair of limbs, still tangled in the net but back in his human form. The carnival workers backed away, muttering and more than one crossing himself, but the transformation just seemed to delight Llewelynn all the more.

"Ho-ho-ho!" he crowed. "He's a shapeshifter! Even better! Sergei, we still have that empty cage left over after the Flaming Man escaped. Get him in there!"

Sergei grunted and bent down to grab him. He kicked out at the strong-man, struggling to get his arm close enough to activate the Omnitrix again. If he could just find a way to jury-rig it so he could avoid its cool-down period…

A horrific metallic bellow ripped the air, and he glanced up to see Rook bolt out of a nearby wagon… with an eight-foot-tall robot hot on his heels.

"Oh, bother," Llewelynn sighed. "Someone's gotten the Guard-Bot riled up again."

"Rook!" Ben shouted. "Rook, over here!"

"I am a little busy, Ben!" Rook called back.

The Guard-Bot made a grab for Rook, but he ducked to the side just in time. Its pincers instead ripped into a tree-trunk, shredding bark and wood, and the machine rumbled as if in frustration as it turned to continue the pursuit.

"That thing looks like overkill," Ben noted, still wriggling to get free.

Llewelynn chuckled. "You think I'd keep such a valuable menagerie and not have some means of protecting my investment? I went to a lot of trouble to acquire prime specimens, not to mention grease the palms of intergalactic organizations to keep their noses out of my business. Though most of them don't have noses… but that's beside the point. The point is you and your friend have meddled in my affairs, and you're going to pay for-"

Ben never found out what they would pay for – Rook abruptly changed direction, leading the Guard-Bot directly toward the crowd. The workers screamed and scattered as both Plumber and robot charged through them, and even Llewelynn flung himself aside as Rook moved to stand right over Ben's prone form.

"Rook, are you crazy?!" Ben demanded.

"Perhaps," Rook replied, "but this might be crazy enough to work."

The Guard-Bot lunged, and its pincers stabbed downward to make a grab for Rook. He sprang to the side at the last possible moment, and the robot grabbed the net trapping the human boy instead. With one swift jerk, the metallic webbing tore open.

"Yes!" Ben sprang to his feet, and he slammed his hand repeatedly against the Omnitrix. "C'mon, c'mon, C'MON! Why won't you work?!"

The fifth slap must have been the charm – his body shifted form once again. The Guard-Bot had just twisted around to make another grab at Rook when a blast of ice encased it in a glittering crystal prison.

Rook slumped forward, hands on his knees, panting for breath. "Th-thanks."

"Don't mention it," Ben rasped, beating his wings until he was aloft again. "Not the form I was trying for – was going for Jury Rigg – but I guess Big Chill is the form of the night."

"It works… for now," Rook gasped, and pointed toward the menagerie wagon. "Go… let the aliens free… I will clean up here…"

"You sure?" Ben asked. "You don't look so good…"

"Just go!"

"All right, all right, yeesh…" He flew to the wagon and phased through the wall, landing atop the Arachnachimp's cage.

"See?" the Volann growled, waving a scaly arm at Ben. "That's Ben Tennyson! I TOLD you that Plumber was telling the truth!"

"Oh, shut up, hoser," the Gimlinopithecus snarled.

"Just hold tight," Ben told them. "I'm here to break you out." And he blasted ice at the lock on the electric alien's cage. Once it was encased, he touched down on the wagon floor and gave it a kick that shattered the frozen metal like glass.

"Hmph, about time," she grunted, and she swung the cage door open and leaped out without another word.

"Don't mind her," the Volann told him. "Spending three years having human brats poking you through the bars of your cage'll do that to ya."

Ben shuddered and set about freezing the locks on the other cages. Three years… that sounded like a nightmare to him. How had this carnival flown under the Plumbers' radar for so long?

One by one the other inhabitants of the circus fled the menagerie, some grateful, others impatient, all just glad to be free once again. He silently ticked them off by the nicknames he'd always given them – Spider Monkey, Shocksquatch, Ripjaws, Blitzwolfer, Big Chill, Armodrillo, Pesky Dust…

Finally the wagon stood empty save for him… just in time for the Omnitrix to time out a second time and return him to human form. He took a moment to simply revel in a job well done, grinning in satisfaction. Outside he could hear the wail of sirens and the bickering of Earth police officers and Plumber agents, each claiming jurisdiction over the crime scene. Dimly he thought that he'd probably be in for a lecture for not waiting for backup before springing the prisoners – from Azmuth if no one else – but at the moment he didn't care. He was just happy at the prospect of another job well done…

Something was tugging at his jacket, and he glanced down to find the young Big Chill looking up at him. It was much shorter than he was, the top of its head barely level with his waist, and it had yet to lose the soft plumpness of its youth. Its wings didn't fold about it like a cloak, but waved slowly back and forth behind it like the wings of a butterfly. The blue of its skin was softer and lighter than his own Big Chill form's, more of a baby blue than the sky-blue of his own colors, and its green compound eyes had an odd iridescence to them that made them look almost like opals.

Ben crouched down to the little Big Chill's level. "Hey, little guy… you know you're free to go, right? There's nothing keeping you here."

It didn't answer. Instead it reached out and took one of his hands in its own, inspecting it all over like a palm reader telling his fortune.

"Um… don't Necrofriggian babies just fly off into deep space after they hatch?" he ventured. "You can fly off if you want to… or just keep playing with my hand, that's cool too…"

It lifted his hand to its face, inspecting it more closely, and the feathery antennae sprouting from its shoulders caressed his palm. Then it gave a high trill, as if finding what it was looking for, and let go.

"Abru!" It fluttered its wings, rising three feet off the floor and chirring in excitement. "Abru!"

"I… have no idea what that means," Ben replied.

"If you'd studied Necrofriggian culture and biology, you would."

Ben stood and whirled to find his grandfather watching him from the doorway of the wagon. He'd expected Grandpa Max to be irritated with him… but the elder Tennyson just smiled in amusement, arms folded over his chest.

"I know you told me about your past misadventures in your Necrofriggian form," Max went on, laughing softly. "But I never thought I'd see the results."

"What are you talking about?" Ben demanded.


"And what does that word mean anyway?"

Max laughed even harder. "Oh my… Abru is a gender-neutral term used by several alien species, Necrofriggians included. It's nothing official, more slang than anything – and it's the equivalent of a human child using the words 'mama' or 'papa,' though abru is usually reserved for when the gender of the parent isn't necessarily clear or doesn't matter."

"Wait." Ben stared at the Necrofriggian child, which was now flitting in circles over his head. "Are you saying this guy is…"

"Congratulations, Ben," Max replied, beaming with impish glee. "One of your Necrofriggian children has finally tracked you down. You're officially a mother."