On the open road just outside a small city, the Rust Bucket rolled steadily down the highway as another car happened to drive alongside them in the next lane.
Inside the Rust Bucket, Ben, with nothing better to do, leaned toward the window and began making ridiculous faces at the kid.
The kid was also doing the same thing, making strange ridiculous faces back at Ben.
"I'd warn you that your face might freeze if you keep doing that," Gwen said from her seat, glancing over with an unimpressed look, "but in your case it would probably be an improvement."
Ben ignored her completely and kept going, now pulling his eyelids down and sticking out his tongue.
Across the RV, Evan was far more focused on something else.
Hovering lightly above the Rust Bucket's floor, he was experimenting with the hoverboard Tetrax had given him earlier. The alien board floated silently beneath his feet as he adjusted his balance, slowly getting used to how responsive it was. He tilted slightly forward and drifted a few inches across the cabin before gently rotating in place.
Then he spun around completely on the same spot.
Gwen noticed the movement and immediately turned her attention away from Ben's antics.
"That thing is actually pretty cool," she admitted as she watched Evan hovering a few inches above the ground.
Meanwhile, the kid in the other car had been watching Ben the entire time. Ate a burger he had just gotten from a drive-thru restaurant.
After a moment, he opened his mouth slightly, revealing the half-chewed food before sticking his tongue out at Ben.
Ben recoiled in immediate disgust. "Oh man," he groaned dramatically. "The seafood special!"
Ben narrowed his eyes. "Time to pull out the secret weapon."
He raised one finger at the kid in a silent "wait right there" gesture before quickly ducking under the seat where the window couldn't see him anymore.
Beneath the seat, he quickly twisted the dial on his Omnitrix and slammed the core down.
A bright green flash erupted.
The next second, Stinkfly popped back up into view outside the window.
The alien leaned close to the glass with a low growling sound, his insectoid face pressed right up to the kid as thick green slime drooled from his mouth and dripped down his mandibles.
The kid stared for half a second. Then he screamed.
His father, who had been driving the car, glanced over in confusion.
He saw Stinkfly's face staring through the window. He screamed too.
The car suddenly swerved as the father slammed his foot on the gas pedal and sped away down the road as fast as possible.
Inside the Rust Bucket, Stinkfly collapsed onto his back, laughing hysterically.
His wings fluttered as he held his sides, barely able to breathe from laughing so hard.
"You know," Gwen said flatly, "there is such a thing as taking a joke too far."
Stinkfly didn't stop laughing.
"Impossible," he wheezed. "Funny is funny."
Without warning, one of his eyestalks turned toward Gwen. A stream of slime shot directly onto Gwen's seat just as she sat down.
She froze. Then slowly stood up again as the sticky slime squished under her hand.
Her glare turned toward her cousin. "Ben!"
Stinkfly was still laughing.
Before Gwen could retaliate, Max's voice suddenly came from the front of the RV.
"Ben, Evan better get up here."
A moment later the Rust Bucket screeched as Max slammed on the brakes.
Stinkfly was thrown forward, sliding across the floor and soaring toward the front of the vehicle while Gwen cleaned up the mess Stinkfly had made before walking forward. Evan stopped spinning in the air before floating forward on his hoverboard.
Max pointed through the windshield. "Oh good. You're all here. We've got trouble ahead."
They looked out the front window.
Up the road, a massive accident had blocked part of the highway. A large fuel truck had collided with another vehicle and was tilted sideways across the road. Flames were already spreading along the ground where leaking fuel had ignited.
The driver inside the truck was banging desperately against the door.
"Help!" he shouted from inside.
A small group of civilians had already stopped nearby, but no one could get close because of the fire.
"The door's stuck!" one of them shouted. "He can't get out!"
At that exact moment, the fire spread across the pavement and reached another leaking stream of fuel.
The flames suddenly surged higher.
"If that propane he's hauling catches fire," Max said urgently, "that truck will become a rocket to the moon!"
Stinkfly immediately straightened.
He nodded. "It's hero time!"
Without another word, he flew straight out the Rust Bucket's open door and shot toward the burning wreck.
Smoke filled the air as he approached the scene. The trapped driver was coughing heavily now, barely able to breathe through the thick smoke pouring into the cab.
Max stepped out of the RV and held back the nearby civilians.
"Come on people," he said firmly. "Give the bug a chance to work."
Stinkfly hovered in the air near the flames, squinting at the intense heat rising from the burning fuel.
"The fire's too intense," he muttered to himself. "I wish I was Heatblast."
Then he groaned. "If I wasn't trying to show off to that kid earlier, I could've picked Heatblast and this would've been easy!"
He paused. Then suddenly snapped his fingers.
"Hey… that gives me an idea."
Stinkfly flew upward and aimed both of his eyestalks toward the flames.
Thick globs of slime blasted out and splattered across the burning fuel. The slime quickly smothered the flames, cutting off the oxygen feeding the fire.
One section after another began to die down.
With the flames temporarily suppressed, Stinkfly landed on top of the damaged truck.
His tail sharpened into a blade-like edge as he swung it downward and sliced through the roof of the cab.
The metal peeled open.
He reached inside, grabbed the coughing driver, and lifted him out before flying him safely away from the burning wreck.
He gently set the man down beside the other civilians.
Everyone stared in shock.
Among them was the same kid from earlier.
The kid pointed at Stinkfly with wide eyes. "That's the monster that ate that kid!"
Stinkfly blinked. "Well… look at the time," he said casually. "Gotta fly."
He immediately zipped away before anyone else could say anything.
Not long afterward, the Rust Bucket was back on the road again.
The excitement had passed, and the inside of the RV had become quiet again. Gwen had begun reading the roadside signs out loud as they passed them.
"You'll have a ball with it!" she read from one sign. "Next exit."
Ben groaned loudly. "Come on, Grandpa! At least give us a hint of what 'it' is."
Max shook his head with a smile. "Uh-uh. No hints. I've been planning this stop all summer."
A few minutes later, they pulled off the highway and rolled into a small town.
Max parked the Rust Bucket and opened the door.
"Alright," he said cheerfully. "Everybody out."
The three kids stepped outside. "Now close your eyes."
They all did. "Okay," Max said proudly. "Open 'em up."
The kids opened their eyes.
In front of them stood a large sign.
Welcome to Sparksville!
They looked past the sign toward the town itself. The place looked like it had been frozen in time decades ago. A giant jackalope statue stood beside a small hotel, while nearby shops advertised souvenirs, hot dogs, and local attractions.
Max spread his arms proudly. "Ta-da! Is this place great or what?"
Ben stared at the quiet old-fashioned town. "Let's go with 'or what.'"
Max pointed enthusiastically toward a nearby building. "Come on! What's more exciting than the world's biggest fish bowl?"
Ben didn't hesitate. "Um… everything."
Evan, however, looked around the town with curiosity.
"Hmm," he murmured thoughtfully. "Do they sell materials here?"
Max smiled immediately.
"I'm sure we can find something that might interest you," he said confidently.
Just then, a man wearing a suit approached them with a strangely stiff posture.
"As the mayor of Sparksville," he announced in a monotone voice, "I welcome you as seekers of wonder."
Max nodded politely. "I know you kids are probably excited to see 'it,' so I'll check us in."
He handed each of them a ticket as they walked toward the museum.
The kids exchanged confused looks but followed him anyway.
A short time later, they stood inside the Sparksville Museum at the front desk.
Ben leaned over and rang the service bell.
A moment later, the same man from earlier appeared behind the desk.
The kids blinked in surprise. "Tickets please."
Ben squinted at him. "I thought you were the mayor."
The man now wore a different hat. He took their tickets and calmly tore them in half.
"He who wears the crown," he said slowly, "is bound by many hats, little lady."
The gate beside the desk opened, allowing them inside.
As the kids walked through, the man turned toward them one last time.
"Mind the signs," he warned quietly.
...
While Ben and Gwen went off together to explore the town, Evan chose to stick close to Max instead, walking alongside him through the store inside Sparksville.
The place wasn't exactly packed with useful things, but Evan still kept his eyes moving, scanning every stall, every shop window, and every odd little display they passed by.
At least, that was the plan. So far, nothing really stood out.
He paused briefly near a small roadside stand filled with random trinkets, old metal scraps, decorative junk, and things that looked more like souvenirs than anything actually useful. He picked up a small piece of bent metal, turned it in his hand, then put it back down.
Max watched him quietly for a moment before speaking. "You find anything you like?"
Evan shook his head.
"Not really," he admitted. "Without Brainstorm's intelligence, I can't tell what's actually useful and what isn't."
He glanced around again, his eyes narrowing slightly as if trying to force himself to see something more in the clutter.
"With him, I could break down the composition, understand the structure, see the potential uses instantly. Like this…" He tapped lightly on a nearby object. "This might look like junk, but it could be useful. Or it might not. I can't tell right now."
Max didn't respond immediately.
Instead, he studied Evan for a few seconds, the same way he sometimes observed Ben and Gwen, but with a slightly different kind of curiosity. There was something noticeably different in how Evan approached things. He wasn't rushing, wasn't acting on impulse. He was thinking ahead, even if he lacked the tools to follow through at the moment.
Unlike Ben, who carelessly transforms out in the open and uses his transformation anywhere. Evan wasn't interested in transforming into a giant crab in the middle of the store.
After a brief pause, Evan spoke again. "Can we get some tools?"
Max smiled slightly at that.
"Hm… how about we hold off on that for now?" he said. "I've got a friend I can call. Someone who can get you something a lot better than anything you'd find here."
Evan looked at him.
There was a brief moment where he seemed like he might ask more questions, but instead he just nodded.
"Alright."
If Max said he had something better in mind, then there was no point arguing. Evan wasn't the type to push unnecessarily, especially when the alternative might actually be more useful.
For a moment, they continued walking in silence through the store. Then something caught Evan's attention.
He raised an eyebrow slightly as he spotted a massive rubber band ball bouncing its way down the street in the distance. It wasn't subtle either, it was big enough to roll over small obstacles and still keep going.
Right behind it, a very familiar red figure, Four Arms, was chasing after it.
Then both the ball and Four Arms disappeared around the corner of a nearby street.
Evan stared at the empty space for a second. Max placed a hand on his shoulder.
"You finally see something you like, son?"
Evan didn't even blink. "Uh… no. Not really."
He turned away as if nothing had happened.
Whatever chaos Ben was causing, Evan had already decided it wasn't worth getting involved. Max chuckled quietly under his breath but didn't press further.
After walking a bit longer, they arrived at their destination.
Motel Sideways.
Even from the outside, the building looked unusual. The entire structure was tilted at a perfect ninety-degree angle, as if someone had taken a normal motel and simply tipped it onto its side.
Inside, the effect was even more noticeable.
Evan stepped in and paused immediately. "…Wow."
Everything was rotated.
What should have been the floor was now a wall. The actual floor ran vertically beneath their feet, while furniture like beds, tables, and lamps were all mounted sideways, defying normal orientation.
Even the decorations followed the same pattern, creating the strange illusion that gravity itself had shifted.
"This is really interesting," Evan said, walking further inside as he looked around.
Max smiled, clearly pleased with the reaction. "Isn't this place a riot?"
Evan nodded slowly. "It is. The structural design alone is… unusual. But it works."
He walked up to one of the beds, which was attached to the wall, and examined how it was secured in place.
"I might decorate my room like this when I get back home," he added thoughtfully.
Max chuckled. "I'd like to see that."
After setting their things down, Max gestured toward the door.
"I'm gonna head over to the other room and wait for Ben and Gwen," he said. "You get comfortable here first."
Evan gave a small nod. "Alright."
Max stepped through the sideways doorway and disappeared into the adjacent room.