The next day, Nick left his squatter's home and made his way into the hustle and bustle of downtown Bellwood. Instead of heading off into the main crowd as he would usually do, Nick made his way behind a few low-lying buildings.

Turning into an alley, he spun the dial on his Omnitrix and slammed down on the faceplate. Neon green light engulfed him as his skin turned a frigid blue, and his eyes began to glow and become roughly almond-shaped, as strong, wide wings unfurled from his back.

"Big…Chilll." Nick rasped as he flapped his moth-like wings and took to the sky, becoming intangible in the process. Invisible to the naked eye, he flew through a brick building to his left and rose into the air above town, turning away from downtown and soaring over to the rougher part of Bellwood.

"C'mon, I can find this place with my eyes closed, how hard can it be from a few hundred feet up?" Nick grumbled as he scanned the ground with his luminescent green eyes. His gaze halted on a familiar, graffitied old warehouse.

He tucked in his wings and dived towards the ground, pulling up at the last moment. He flapped his wings to slow his fall, sending up swirling clouds of dust and trash from the sidewalk, shifting back to human and dropping about half a foot to the dirty concrete.

"Always arrive in style," Nick said quietly, smiling to himself as he turned a corner and strolled to the entrance of the warehouse, an old steel door with a small, dirty window set in the upper middle.

Nick kicked the door in the bottom left, making the deadbolt inside unlatch with a clunk. He shoved hard, making the door pop open. He peered inside the cluttered room within.

Bits of nuts and bolts littered the floor, along with several puddles of grease. Crates and boxes were stacked to the ceiling in places, where several cracked and filthy skylights let in a meager amount of brown-ish light. The room was lit by rows of fluorescent lights, a few of which were flickering or cracked.

Nick strode into the room, approaching an area littered with car parts and half-stripped autos. He came up to a BMW with the rear portion missing, paused for a moment, and slammed his fist down hard on the hood.

A loud clang, followed by a string of profanities came from within before the hood popped up, revealing a very dirty and very annoyed teenage boy. His bright red hair was cut short, dirty and matted. His large blue eyes were blinking at the sudden light, and he wore a dark tan, stained pair of overalls with a black tank top.

"Who the hell? " He began, and then his gaze fell on Nick, who was holding a hand to his mouth to stifle his laughter. He grinned and leapt from inside the engine, clapping Nick on the shoulder.

"Nick, you son-of-a-bitch, where the hell have you been? I haven't seen you in days!" The teenager said happily. Nick smiled back and bumped fists with him. "Hey, Tony. I've just been around. So, what's up?"

Tony shrugged. "Eh, same old, same old. Fixing cars, takin 'em apart, breaking at least four laws a day. For instance," Tony swept his hands at the BMW, which lay in so many pieces on the garage floor. " I'm putting the suspension from this heap in my new project."

Nick cocked an eyebrow in question. " And, that would be…?" Tony's grin grew even bigger. He gestured for Nick to follow and lead his to a portion of his garage that was separated from the rest by a thick curtain. Tony pulled it back with a flourish, revealing one of the most interesting cars Nick had ever seen.

It resembled a 2009 Mustang GT in shape, except for the oversized off-road tires. It was painted dark red and grey, the signature colors of the Apocalypse gang. Two small, modified machine guns were strapped to either side of the hood, while the trunk had been converted to house what looked like a bank of small missiles.

Nick's jaw dropped as he took in the vehicle, then turned to Tony, who wore a smug grin. " Dude, where did you GET all this stuff?!" He questioned, which prompted Tony to shrug. "A few places, but I got the main computer systems from some weird dudes in old knight costumes. The rest of this, Spike got the other members to deliver. He wants me to mass produce these babies."

Spike, the leader of the Apocalypse gang, made the decisions for what the group's focus would be, whether it was stealing or drug pushing, or something else. Tony, as the gang's best mechanic, was usually busy fixing or upgrading the gang's cars. However, nothing like this had ever been done.

" Why'd he make you juice up this bad boy?" Nick asked, jerking a thumb at the war-outfitted Mustang. Tony glanced from side-to-side, refusing to meet Nick's eyes. "Umm…I actually don't know. I guess we'll find out at the big meeting tonight."

Nick smirked, then glanced back at the car. " Hmm, guess it'll be one hell of a night, then." Tony nodded. " Yep. I just hope some mofo don't go all psycho-ass on us like last time."

"How cliché' is this?" Kevin asked Ben, as the drive-in movie Creature Feature began. Julie and Gwen were off to get popcorn and smoothies ( Ben had been ecstatic when he saw the Mister Smoothie sign at the snack counter). Ben shrugged. " Well, it could be worse." Kevin shot him a glance.

"How?" Ben gave him a look.

" We could be here without dates." He deadpanned, and Kevin grimaced and nodded.

"Yep, that'd be way worse. Hey, speaking of disasters, what happened to your girlfriend's pet blob?" Kevin asked, turning around in the driver's seat.

"Well, Julie said that he left right after the 'Battle of The Lunchroom", so I actually don't know." Ben replied, glancing at the big screen as some guy in a cheesy werewolf costume closed in on a girl in a hoop skirt, with her screaming bloody murder. "Ugh, dude, when was this thing made?"

Kevin leaned out his window to read the movie info on a small sign next to his car. "Hmm, 19…54. Damn, and I paid eight bucks for a ticket? We got scammed, bro." Kevin pulled his head back inside the car. The sun had just begun to go down, and the last rays of light bathed the movie screen, which made he sub-par special effects look even worse.

" I thought this movie just came out." Kevin said, in reference to the horrible movie they had just bought tickets to. Ben grunted from the back seat.

" It did, but we got the wrong theater. This one shows some film festival movie made back in the fifties that goes by the same name. "

"Bogus" Kevin grumbled, to which Ben replied, " Yep." Just then, their girlfriends arrived back at the car with snacks. Ben's mood improved hugely when he saw the smoothies in Julie's arms.

Nick and Tony arrived at the meeting later that night, right after the sun had sunk beneath the horizon. Not wanting to show off his new toy just yet, Nick had bummed a ride from Tony in the new Mustang-of-death. When they arrived, they had parked behind a few shipping crates near the huge warehouse where the gang meeting were always held.

As the two strolled into the entrance, a hand roughly held them back. Nick looked at the arm's owner, a guy in his late teens with a few days worth of stubble, a crooked nose, and yellow teeth stained with tobacco. " You two are late." He growled, and Nick bristled, slapping down the newcomer's arm. "Move it or lose it, ass-hole." Nick threatened, reaching into his pocket and pulling out his trusty switchblade. The door guard seemed to consider it for a minute, then grudgingly let them pass.

Firelight flickered up into the cavernous ceiling from about two dozen oil drum fires, illuminating the grimy faces of roughly forty gang members, scattered throughout the warehouse. All heads were turned to the north wall, where, atop a concrete platform, there was a tattered, grey armchair.

In it sat a man, who looked to be around nineteen. A tall, dark red and grey Mohawk broke his buzzed black hair like a bloody sharks fin. He was an imposing height, looking to be at least six feet tall. He wore a sleeveless grey shirt, revealing bulging biceps painted with swirling black tribal tattoos. Black pants and combat boots completed his ensemble, but did little to detract from the jagged scar on his chin or the intense glare from his brown-black eyes.

This man was Spike, leader of the Apocalypse gang, a man who commanded respect, obedience, and fear from thieves and murderers.

All the chatter in the room ceased as this imposing figure stood from his seat, looking out over the gathered youths. He spoke with an accent reminiscent of the Chicago area, which was the only thing any of them really knew about where Spike had come from.

"Okay, boys. We're here because of one thing. The Dragon Eye gang." His words sparked a storm of whispering through the crowd. The Apocalypse and the Dragon Eye had been in a bloody street war since the mid-90's. In fact, it had been a Dragon Eye member who was responsible for the opening that Spike filled in becoming leader.

"We' been fighting it out with those sorry mother f***ers for years now, and I'm sick of it! Just last week, five of our guys were killed in a bar downtown. But, with what I've had our mechanic, Tony, whip up, we can take em' all out at once!"

The sound of an engine revving echoed trough the building, drawing everyone's attention to three cars that had just been driven into the main space, Tony's Mustang among them. Besides the Mustang, there was a pick-up with something resembling a futuristic chain gun mounted in the bed and an armor plated Hum-V.

Spike turned back to address the crowd once more.

" With all of us together, and these new weapons on our side, we're unstoppable!! Now, the Dragon Eye should know to be afraid!! The Apocalypse, is here!!!!" He bellowed, raising his first into the air. The crowd mimicked the motion, roaring back their approval. Nick cheered along as well, raising the arm with the Omnitrix strapped to it up into the air. Spike nodded in approval of their response.

"All right, people! Get ready; the attack goes live tomorrow night. Be there, or don't come back!" The crowd cheered again, as Spike turned and walked behind his throne, into a small, black metal door, which lead to his personal quarters. Soon after, the crowd dispersed, either leaving or gathering into small groups to socialize.

Nick was about to go try and find Tony, when a pair of arms wrapped around his neck from behind, and a feminine voice purred in his ear.

"Hey there, Nicky. Guess who?" Nick smirked at the question and gently pulled the arms off of him, turning to greet their owner.

She was a slim girl, curvy, only about two inches shorter than him. Her mid-night black hair and chocolate brown eyes were perfectly accented by her pale skin. Her dark eye make-up furthered the effect. She wore clothing that could be adequately described as 'punk'. Which is to say, a red-and-grey striped top, black leather jacket exposing her front, a plaid skirt, black jeans underneath, and dark purple converse.

"Hey, Kayla babe. What's up?" Nick asked he and Tony's long-time friend. Kayla blew a bit on her nails, shrugging.

"Oh, the usual. Spike had all the girls making drinks for the guys, so I've been busy. Wanna beer?"

Kayla, Nick, and Tony had been friends since they joined the gang at fifteen. Tony and Nick hung out at the dive where Kayla was the bartender almost every day in the days after they first joined the gang. They talked a lot, Tony spewing mechanical design ideas and deep secrets while intoxicated. Nick and Kayla had become fast friends, even dating briefly. It never really went anywhere, so they decided to just be friends. The trio had become inseparable ever since.

Now, Kayla was the best drink mixer in the gang, and she kept everyone else buzzed and happy.

"Sure thing. After all, how could I turn down one of your famous concoctions?" He teased, taking a tall can of beer from her. She grinned impishly and walked back to a small jeep with pink and purple hot-rod flames decorating the sides. She hopped in and waved a hand at him.

"You coming?" She yelled over the buzz of the crowd. Nick grinned wider, ran over to the front seat, and hopped in as Kayla whooped and peeled out of the garage, fish-tailing and streaking off downtown into the whirling chaos of lights that was Bellwood's equivalent of the red light district.

" I still cannot believe how much that movie sucked." Kevin grumbled as he switched on his headlights and pulled out of the theater parking lot. Gwen rolled her eyes.

"Honestly Kevin, complaining about the movie won't get the last two hours of your life back." Kevin snorted and shrugged.

"Maybe not, but it makes me happier." He said, his eyes drawn to the girl beside him. He put his arm around her shoulders. "But, at least we got to spend some time together." He amended, his trademark smirk appearing on his lips.

There was no reply from the back seat, since both Ben and Julie had fallen asleep leaning against each other. His cheek rested against the top of her head, and his arm wrapped protectively around her in his sleep. The scene was so adorable, that even Kevin was unable to make a comment (though how he wanted to).

Kevin wiped his hand over his eyes. "Uh, tomorrow better be more exciting than today. I mean, I am really bored." This statement, if Kevin knew its repercussions, was a fantastic example of how karma is a complete bitch.

Okay, I know I haven't updated this in over half a year, and I'm sorry. I just hit writers block that I couldn't get past, and I eventually lost interest. But, after Alien Swarm came out, it unclogged my brain, and I came up with the rest of the plot and a few more aliens. So, expect this to be updated more often ( as in about a week versus 8 months) I hope you enjoyed the chapter, and I know your gonna love what I have planned. :]