"What do you mean?" Gwen asked as she maintained a wind barrier, creating a safe path for people to escape while shielding them from the chaos.
"I don't know, it's just..." Fred trailed off, eyes scanning the battlefield. "Animo hasn't shown up yet, and this whole mutant army thing—it seems new."
"All civilians are clear!" Max shouted from across the festival grounds.
"Got it!" the kids responded in unison, regrouping as the threat escalated. Ben quickly switched from Diamondhead to Green Guard, vines coiling around his limbs as he prepared for battle. Fred shifted into Gravattack, his gravitational field pulsating as he floated beside Ben, the two standing back-to-back. Gwen hovered behind them, chanting as her mana shimmered pink around her.
Green Guard manipulated thick vines, pulling and launching as many mutated frogs as he could into the sky. Gravattack followed up, locking them in suspended air with his gravity manipulation. With all the creatures held at the peak of their arc, Gwen unleashed her spell—a bright pulse of magic washing over them—instantly reverting them back to normal frogs.
"Alright, go Team Ben!" Ben cheered as Fred released the frogs gently to the ground.
"Team Ben?" Gwen questioned as she landed, unimpressed.
"Yeah, it's the name of our team!" Ben grinned.
"Yeah, no. Don't call us that," Fred said flatly, still in his Gravattack form.
"Good wor—" Max started, but before he could finish, a wave of yellow energy surged through the area.
Fred reacted instinctively, curling into a dense sphere, shielding Gwen as the energy passed over them. "Man! What the heck was that?!" Ben groaned, knocked off his feet from the force. He rubbed his hair, trying to recover as Fred uncurled, shifting back into human form.
The momentary silence was shattered by Gwen's scream. Both boys snapped their heads in her direction, only to find Max wasn't there.
Instead, what stood before them was a bizarre, slug-like creature—the size of a coffee table—wearing Max's clothes. Its left side had exposed ribs, not from injury, but as if its very existence was malformed. Its flesh pulsed unnaturally, and a low, agonized moan escaped its twisted form.
"What is that?" Ben muttered, backing away.
"More importantly, where's Grandpa?!" Gwen asked, her voice trembling.
Fred stood silent—his expression rigid, unreadable. He knew. He understood what had just happened.
Another wave of energy rushed through the area, but instead of striking them, something else unfolded.
The ground shook. Trees rattled. The festival booths collapsed. The swamp water rippled violently. As the kids staggered, trying to stay on their feet, Ben reacted first—turning into Stinkfly, soaring above the devastation. Gwen summoned a mana platform beneath her, lifting herself to safety.
Fred, however, stood motionless, his gaze locked onto the ruined landscape. Gwen glanced at him and was immediately alarmed—Fred wasn't moving.
"Fred! What's wrong?" she called out.
He didn't answer.
"Gwen, look down!" Stinkfly shouted.
She did. And the moment she did, she froze.
Every living creature in sight—every bird, every fish, every insect, every mammal—glowed yellow.
Then, they mutated.
Their forms twisted grotesquely, growing larger, stronger, more predatory—even the smallest insects ballooned into monstrous sizes.
"No way..." Ben whispered, landing on Gwen's platform and reverting back into human form.
"Only Animo could do this," Fred finally spoke, his voice heavy.
"First, he mutated humans into those slug things," Fred muttered, his fists clenching. "Now, he's mutated everything else."
Gwen's breath hitched as a terrible realization set in.
"Wait... Does that mean...?" she hesitated.
Ben's eyes widened in horror. He clenched his fist. "Do you mean everyone—including our parents—turned into giant slugs?!"
Fred didn't need to answer. The truth was already clear.
Ben's rage boiled inside him.
"You were protected by the Omnitrix, so you weren't affected. And Gwen was shielded by me. Right now, we might be the only humans left in this world," Fred said, his voice barely above a whisper.
Silence stretched between them, thick with dread.
Fred exhaled, slow and deliberate. "In the end, this is the goal of people like Animo. They don't care about people."
Ben ground his teeth, his hands curling into fists.
Fred's voice sharpened with finality. "I'll make sure there won't be a next time for you."
Then, he changed.
His body pulsed and shifted into the metallic form of a Chronosapien. The gears within his body whirred as time slowed around him.
Fred reached forward.
And turned back time to the morning of Gator-Fest.
As the gang piled into the rust bucket, about to set out for the festival, Ben raised an eyebrow at Fred's alien form.
"Cool! What alien is that?" Ben asked, watching Fred standing beside the rust bucket in his Chronosapien form.
"What's going on? Why'd you go alien?" Gwen asked, puzzled.
Fred didn't reply. Instead, he shifted into his Kryptonian form, his expression stone-cold. He entered the rust bucket, taking a seat at his laptop.
Max, sensing the unusual tension, approached. "Is something wrong, Fred?" he asked.
Fred's fingers typed rapidly as he ran searches on his computer. He didn't look up.
"You look like you just went through…" Max trailed off.
Fred cut him off. "It's fine. I just have to take care of something real quick."
Fred stood up, walked out of the rust bucket, and took off at breakneck speed.
In a decrepit building, Dr. Animo cackled, his hands reaching toward a terrifying machine—a towering device rigged to link up with satellites, capable of shooting concentrated radiation across the planet, mutating whatever it touched.
"YES! It's finally complete—my Genetic Terraformer!" Animo declared. "Why rule over humans when I can create my own kingdom filled with my mutated creatures?!"
His laughter echoed inside the ruins.
Then—
THUD.
A shockwave reverberated through the facility as Fred crashed down, obliterating the machine beneath his feet.
Animo screamed. "NOOO! Who DARES?!—"
A blur of movement.
Fred moved like lightning—before Animo could react, Fred had his hand wrapped around Animo's throat.
The villain gasped, struggling as Fred's grip tightened.
Fred's eyes glowed red with rage.
"You saw what he did. You know it. I know you do," Fred muttered, voice eerily calm.
A voice—a new presence—echoed around him.
"I saw. But that doesn't make you right for what you're about to do."
Fred froze, his grip loosening slightly.
"Why should villains like him be set free?" Fred asked bitterly. "Why is it that when they do evil, they deserve forgiveness?"
The voice responded, steady and wise. "I understand your pain. But you do not want to go down this path. Trust me. I would know."
Fred hesitated.
Then, finally, he let go.
Animo collapsed against the ruined rubble, knocked out cold.
Fred exhaled sharply, looking upward. "Did I make the right decision?" he murmured.
The figure was gone.
But his words remained.
"You're a smart lad. I'm sure you already know the answer."
And with that, Professor Paradox vanished—as if he had never been there at all.
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