8610 Chester Street.
A dilapidated old apartment stood awkwardly among the gleaming new buildings that surrounded it, its cracked walls etched with the marks of age and decay. A cool breeze swept through, carrying bits of flaking plaster that drifted briefly in the air before dissolving into pale dust and vanishing into the wind.
Inside the dark, musty halls, countless insects lurked within the shadows, their faint rustling sounds echoing eerily through the building.
Ms. Mia, the woman who had been giving the speech, was bound tightly and imprisoned in a pitch-black room. Her face had gone pale as snow, her body trembling while black spiders crawled across her arms and neck. She didn't dare move a single inch.
"These are black widows. I suggest you don't move," the Insect Freak hissed, his glowing green eyes filled with menace. "Our grandfather built this apartment. I live here with them. No one can drive us out!"
Ms. Mia's entire body quivered. "I... I can arrange a better place for you to live. Please, just let me go."
"No, we don't need it!" the Insect Freak snarled through clenched teeth. "This building is our true home. We'd rather die than leave!"
"Alright, alright! I won't try to evict you, and I won't have the building torn down. Can you let me go now?" Tears welled in Ms. Mia's eyes as she pleaded, "Please, I'm begging you!"
The Insect Freak gave a chilling grin. "I could... but they're hungry. I can't let my little darlings starve."
At his words, countless locusts and cockroaches poured out from behind him like a living tidal wave, swarming straight toward the terrified woman.
"Aah!" Ms. Mia screamed, her voice piercing the silence.
Just as the insects were about to engulf her, a streak of blue light flashed past, whisking her away in an instant.
As he sped through the air, XLR8 extended his sharp black claws, flicking away the black widow spiders clinging to Ms. Mia. They burst apart midair into disgusting bits of debris.
In the blink of an eye, XLR8 dashed out of the crumbling apartment and stopped beside the nearby Rustbucket.
He retracted his visor and gently set the trembling Ms. Mia down, handing her to Grandpa Max and Gwen. "Get her to safety. The Insect Freak's mine."
"Th-thank you, Flash," Ms. Mia stammered, still in shock, struggling to believe what had just happened.
"I'm not Flash." XLR8 said flatly. Then, with a quick slip of his foot, he vanished, leaving behind only a sharp gust of wind.
Grandpa Max chuckled. "That kid really can move."
"Cuz is so cool," Gwen said, her eyes shining as she watched the direction he disappeared.
"Excuse me... do you know that speedster?" Ms. Mia asked hesitantly. "I want to thank him properly for saving my life."
"No need," Gwen replied with a small pout.
As everyone settled back into the Rustbucket and Grandpa Max went to start the engine...
Ben, who had been sleeping soundly, suddenly stirred awake. He sniffled, glancing around in confusion. "Where are we? And where's Cuz?"
"Uh... he went to the bathroom," Gwen said with a nervous laugh. "Doofus, your cold's still not better. Just rest a little longer."
"Liar! I definitely heard XLR8's voice just now!" Ben said, jumping to his feet and bolting out of the Rustbucket.
Boom!
From the direction of the old apartment came the echo of violent impacts, followed by clouds of thick dust rising into the sky.
"Going hero," Ben said with a grin, sniffing once before charging toward the commotion.
…
Inside the crumbling building, a fierce battle was underway.
XLR8 moved with the grace of a sparrow, darting and weaving through the swarm of attacking insects. In a blur, he appeared right in front of the Insect Freak. Clenching his fist, he struck out, his arm becoming a streak of blue light as his punch slammed straight into the creature's head with blinding speed.
But the Insect Freak didn't budge. He stood firm like an unshakable mountain, the dense layer of cockroaches on his body rustling and shifting.
From within the blood-red armor of insects came his hoarse, rasping voice. "No matter what kind of monster you are, you'll never defeat me."
With that, he stretched out a blood-red claw to grab him. The massive hand, crawling with cockroaches and reeking of a nauseating stench, lunged toward XLR8 with terrifying force.
XLR8 blinked out of sight just in time, dodging the attack. In the next moment, he became a streak of blue afterimages, racing in rapid circles around the Insect Freak.
Whoosh!
A violent whirlwind roared to life, the air itself twisting into a towering blue tornado that swallowed the Insect Freak whole.
The raging winds didn't stop there—they ripped apart the entire old apartment, scattering rubble and exposing every venomous pest that had been lurking within.
Boom!
With a deafening crash, the building collapsed under the force of the swirling tornado, reduced to heaps of debris as dust and shattered stone filled the air.
Once the destruction was done, XLR8 halted his spin and zipped to a stop a short distance away. The fierce tornado gradually died down, and the Insect Freak, who had been swept high into the air, lost his lift and came crashing down.
Thud!
The Insect Freak slammed into the ground, splattering foul green slime everywhere. He staggered back to his feet, half of the cockroaches on his body crushed and dead.
"No!" he howled, clutching at a handful of broken insect corpses before glaring furiously at XLR8. "You'll pay for this!"
"Wrong. You're the one who's going to pay for this." XLR8 shook his head, tapped the Omnitrix on his chest, and transformed into the sleek, spectral Big Chill.
"We... are invincible!"
The Insect Freak's eyes gleamed with madness as he raised both hands high, summoning every insect within a kilometer. Cockroaches, locusts, centipedes, earthworms, beetles, crickets, and more—all converged in a massive, multicolored swarm, wings beating as they raced toward him in an overwhelming tide.
"You won't live to see it." A cold glint flashed in Big Chill's eyes.
Just as he was about to strike, a familiar voice called out from nearby.
"Going Hero!"
Ben ran up, lifted his wrist, and slammed down on the Omnitrix.
Thud!
A blue Heatblast appeared where he stood.
"Why does this feel weird..." Heatblast stared at his hands in confusion.
"Forget it. Beating up bug freaks comes first!" He raised his palm and aimed at the Insect Freak in the distance.
By now, the villain was wrapped in layers of crawling insects—many of them deadly.
Whoosh!
A burst of blue-white fire erupted from Heatblast's hand, its chilling energy freezing the Insect Freak's arm solid in an instant.
But within moments, the ice was devoured by a swarm of beetles.
"Cool!" Heatblast gawked at his hand. "My cold... froze my flames!"
"Then I'll call you... Iceblast!"