The Rust Bucket rolled to a stop in front of the apartment building, the engine idling quietly as everyone took in the sight of it. The place looked worse up close, with cracked walls, broken windows, and faded paint that had long since given up trying to look presentable. A few loose boards creaked in the wind, and the whole structure had that look like it had been waiting years for someone to finally tear it down.
Gwen leaned slightly out of her seat, looking it over. "Nice place to visit, but I wouldn't want to live here."
"That might be the nicest way anyone's ever described a place like this," Evan muttered under his breath as he opened the door and stepped out, his gaze sweeping across the building in a quick assessment.
Max stepped out after him, before turning to the kids. "Let's all stay together," he said, already moving into habit, but when he turned back toward the RV, he paused.
Ben hadn't moved.
He was still lying across the seat, one arm hanging off the side, looking completely drained. His earlier complaints had quieted down into low groans, and it was obvious he didn't even have the energy to argue about being left behind this time.
Evan followed Max's gaze for a moment before speaking. "I'll deal with this one."
Max looked back at him, brows slightly furrowed.
"Seeing how Ben is sick, he might cause trouble if he tries anything, you should stay and watch over him, Grampa," Evan continued calmly, slipping his hands into his pockets. "And you too, Gwen."
Gwen blinked, pointing at herself. "Wait, why me?"
"Because, besides running and screaming, what exactly can you do when a massive swarm of insect decide to chase you down and crawl up your body?" Evan replied without missing a beat.
She opened her mouth to argue, but nothing came out for a second as she tried to come up with a comeback.
Max glanced between the two of them, clearly weighing the situation. He wanted to object at first, but he knew Evan wasn't wrong. Ben was in no shape to fight, and leaving him alone was asking for trouble. At the same time, sending Evan alone without backup or help wasn't exactly ideal either.
Still, he knew that Evan cared enough that he wasn't willing to risk the safety of those he cared about.
Even if he refuse to play the hero, he would still act as the reluctant hero when needed.
After a brief pause, Max let out a small sigh and nodded. "Alright. But you're not going in completely alone." He placed a hand on Evan's shoulder, his expression firm but trusting. "Take Gwen with you; she can be of help."
Gwen straightened a bit at that, folding her arms. "See? Told you."
"She still has a lot to learn," Max continued, glancing at her, "but she can help in her own way. And I want both of you watching each other's backs."
Evan didn't argue this time. He just gave a small nod, accepting it as they turned toward the building again.
As they wandered through the halls, the air grew heavier with each step, thick with dust and a damp, stale smell that had clearly been sitting there for years. Gwen held up her phone, the flashlight app casting a narrow beam ahead of them as they kept close, their footsteps echoing faintly against the cracked floor.
"This place is seriously falling apart," Gwen muttered, carefully stepping over a loose plank.
Evan didn't reply right away. His attention had drifted to one of the walls, where old newspaper clippings had been pinned or taped up in a messy spread. Most of them were yellowed with age, edges curled, ink faded, but one of them still stood out enough to read.
His eyes narrowed slightly as he stepped closer.
"Bugs Survive Nuclear Blast."
He raised a brow at that, scanning the article briefly before glancing around the hallway again. "They've got to be here somewhere."
He stared at it for a moment, then looked forward again. "Yeah, they've definitely got to be somewhere in here."
Gwen made a face the next second as they passed another open room. A few roaches were crawling over a wall covered in mold, and the sight was enough to make her gag.
"Something tells me we're getting close," she muttered.
Before either of them could say anything else, they both heard a voice from somewhere above them.
"Help!"
Councilwoman Liang's shout echoed through the building, and they immediately looked up.
"That came from right above us," Evan said, already reaching for his Another Omnitrix.
A flash of yellow light burst outward, and in his place stood Noir, the black, living substance shifting and settling into form as he turned toward Gwen.
"Noir!" he announced.
Gwen barely had time to blink before he started moving toward her, the black liquid creeping up her body before she could even step back.
"Evan? What are you-" she started, instinctively tensing at the unfamiliar sensation.
"Relax, Gwen," Noir said as he spread across her form, covering her like a second skin. "Just don't fight it."
The black substance molded itself over her, forming a sleek, skin-tight suit similar to her Lucky Girl outfit, just without the mask.
Gwen felt the strange, cool sensation spread across her as the symbiote locked into place. Her body moved before she fully expected it to, crouching low, then springing upward with far more strength than she had on her own.
The floor beneath her cracked, and then she shot straight through the ceiling. With a single punch, she shattered the wooden ceiling with surprising ease.
"Wow," she said once she caught herself, clearly stunned by how natural it felt. "…Okay, this is so cool."
They didn't have much time to take it in.
Across the room, Councilwoman Liang was struggling, pinned against the wall as black widows crawled all over her arms and shoulders. She flinched with every movement, her breathing uneven.
Gwen took a step forward, but immediately stopped when she got a closer look.
"Stop," Councilwoman Liang said under her breath. "Black widows."
There were already bite marks along the woman's skin.
Gwen frowned, watching the spiders shift around the woman. "There's got to be some way to help her."
Noir separated from her body and dropped back to the floor, landing in a dark puddle before reforming. Then he moved toward Councilwoman Liang.
"Ma'am, I'm going to need you to relax and not reject me," he said.
The councilwoman looked too weak to even argue, so she just tried to stay still while Noir merged with her body. The black substance spread over her carefully, absorbing the spiders as it moved. After a few seconds, the pain and strain she'd been feeling began to fade.
When Noir pulled away again, the black widows had been fully absorbed into the living liquid, leaving a few red markings visible across his surface where the toxins had been taken in.
"Th-thank you," Councilwoman Liang let out a shaky breath and looked relieved.
"Don't mention it," Noir replied casually.
Gwen stared at her for a second, then looked down at the black liquid pooling near the floor. "You can heal other people?"
"To an extent," Noir answered. "By bonding with a host, I can get full access to their body. That means I can pull toxins back into myself and force the host's natural healing to speed up. They recover much faster than normal."
He paused, then added, "Of course, it drains them a bit, so they need time to recharge afterward, or they might pass out."
Both Gwen and Councilwoman Liang were clearly impressed by that, even if they were still trying to process how any of it worked.
"So does that mean you can heal Ben's cold this entire time?" Gwen suddenly asks.
"Not exactly, I can merge with him and let him function normally, although I would have to be actively making the cell in his body work overtime to fully heal his cold. This will drain more energy than natural healing." Noir explains.
Then Clancy's voice rang out from somewhere nearby.
"You are trespassing."
They all turned at once.
Clancy stood farther down the hall, his eyes glowing again as he stared them down with open anger. A second later, a huge swarm of cockroaches began spilling in around them, crawling over the floor and walls until they gathered into a massive moving cluster.
"We will rule mankind," Clancy hissed.
Before the swarm could get any closer, a golden flash cut through the room.
A towering metal armored figure stepped forward, and SAM's voice rang out with complete confidence.
"Even if you believe yourself to be the superior animal, insects are still insects!"
A few metal plates shifted on his body, and suddenly a wave of fire burst outward from him, spreading across the room like rows of burning light.
"I shall set the sea ablaze."
He walked straight toward the swarm without hesitation, the flames pouring from his armor growing stronger with every step. The cockroaches dropped before they even got close, and the ones that managed to touch him were burned away almost instantly.
Clancy's face twisted as he realized his roaches weren't doing much of anything.
He tried sending more, but bugs were not exactly a great combination against fire and metal.
Then Gwen looked down and noticed something else.
A large number of white bugs were crawling through the wooden floor beneath her feet, chewing through the boards fast enough to weaken them in seconds.
"Termites!" she gasped.
The floor gave out under her almost immediately, and she dropped before catching herself by the edge. Councilwoman Liang reacted quickly, leaning forward and grabbing Gwen's hand before she could fall any further.
At the same time, SAM raised one arm and fired a plasma blast that erased another huge cluster of bugs in an instant.
But the fire from his armor was spreading more than he meant for it to. The old wooden frame of the building had started to catch, and now flames were moving into the walls and supports.
Gwen looked around, then got an idea.
"Hey, Councilwoman," she called out, looking up at Liang. "You wanted this place demolished, right? Well, consider us the wrecking crew."
Then she turned toward SAM.
"Wreck this place, SAM!"
He didn't need to be told twice.
Another blast slammed into one of the support beams, then another, and another. The old apartment building groaned under the pressure as its structure started to give way.
"We're taking this place down from the inside out!"
"Hey!" Clancy shouted, suddenly furious. "You're destroying our home!"
SAM kept moving, smashing through walls and firing another plasma beam straight into the supports. The building shook harder, dust and debris falling from above as the entire structure began to collapse around them.
"No!" Clancy hissed.
He summoned his wasps again, and they swarmed around him before lifting him up and flying him out through the chaos.
At the same time, Gwen looked up and realized the whole place was coming down fast.
"We have to get out of here!"
Councilwoman Liang nodded quickly. "Now!"
SAM moved instantly, the armor plates on his body sealed themselves tighter, and he rushed toward both of them and lifted them up with ease. He smashed through the wall without slowing, then his back opened outward and released two broad waves of flame.
The flames stretched out like wings, and SAM took off, flying in the air.
He lifted them out of the collapsing building just in time, and from above, they could see the apartment complex cave in on itself and crash down into a ruined pile below.
Once they were clear, he lowered them back to the ground safely.
Councilwoman Liang looked up at him, still a little stunned. "Thanks."
"Can you pay me back by not telling anyone what you saw here?" SAM asked.
She gave him a graceful smile. "Sure."
A moment later, they heard shuffling from the wreckage. Clancy emerged from the rubble, looking absolutely furious. Then he looked down and saw a pile of dead insects at his feet.
His expression changed instantly.
"No, no, no!" he shouted, scooping them up. "You'll all be sorry. We'll exterminate the entire city!"
He raised his arms toward the sky, and before anyone could react, a huge number of wasps gathered around him. The swarm was so large it cast a massive shadow over the area, swallowing the light around them.
The wasps then spiraled into a cyclone around Clancy, spinning faster and faster until the whole thing disappeared from view.
When the swarm finally scattered, Clancy was gone.
So were the wasps.
For a moment, nobody said anything.
"This has been one weird day," Councilwoman Liang finally said.
Gwen smirked. "Welcome to our world."
The councilwoman smiled, then looked at the two of them. "Thanks."
After that, she left the area, leaving the destroyed apartment building behind her.
SAM turned toward Gwen. "You go meet up with Grampa."
"What about you?" she asked.
"I'm finishing this."
He didn't wait for her to respond. His flame wings spread out once more, and he shot into the air after the swarm.
Gwen didn't waste a second. She turned and ran back toward the Rust Bucket as fast as she could.
...
As SAM flew through the air, he caught up to the massive swarm of insects in no time. The group was still moving fast, but not fast enough to outpace him. Without slowing down, he pushed forward, part of his armor opening as bright yellow flames burst outward, stronger and hotter than before.
The moment he reached the swarm, insects began dropping one after another. The heat pouring out from his armor, now boosted by Pyretic Overdrive, made the flames far more intense, and the bugs had no chance of holding on for long. One by one, they started to fall out of the air as SAM closed in on Clancy, cutting through the swarm without hesitation.
The insects that had been carrying Clancy began to burn and die off from the heat alone, forcing him to drop.
SAM's fist tightened as he reached toward the flame on his shoulder.
"Secondary Combustion!"
He swung his arm wide, sending out a massive wave of fire that swept through a large cluster of insects and turned them into ash. Then he dived straight down toward Clancy, who was now falling fast with nothing holding him up.
Clancy screamed at the top of his lungs.
SAM caught him just before he hit the ground.
For a second, Clancy just hung there, breathing hard, cold sweat running down his face. SAM let him go, and the man dropped onto the ground in a heap. Then SAM stepped down, clenched his fist, and punched the ground beside his head.
The impact sent a spiderweb of cracks racing across the dirt.
Clancy froze, stared at the crack beside his head, and then passed out from fear.
SAM pulled his fist back and stood upright again, looking over the growing crowd that had gathered to watch the end of the fight. A few of them immediately recognized Clancy as the same guy who had attacked Chinatown earlier that morning with the wasps. Others were staring at SAM instead, noticing the golden Omnitrix symbol on his armor, matching the one they had seen before on Quilava.
In the distance, the sound of police sirens was getting closer.
SAM looked toward the Rust Bucket parked nearby, then back at the approaching lights.
Without wasting time, the panels on his back opened again and his flame wings spread outward. With a small burst of heat, he lifted off the ground and shot into the air, leaving before anyone could approach him or ask questions.
A short while later, the Rust Bucket slowed down near the road, blending in with the normal flow of traffic. From above, a figure dropped down from a nearby tree, landing lightly before walking up to the RV like nothing unusual had happened.
Evan opened the door and stepped inside without a word.
Max gave him a quick glance from the driver's seat, then returned his focus to the road as the Rust Bucket pulled away from the area, leaving the scene behind like it was just another stop along the way.