After Ben Tennyson loses everything precious to him to Vilgax. Ben ends up being sent to the Totally Spies Universe. Where he ends up joining W.O.O.H.P. along with Sam, Alex, and Clover to defend Earth from the forces of evil. Pairing is Ben X Alex...
As the gang slid down the chute they all landed in Jerry's office, with Clover landing directly on Ben. "Hey there" he greeted blushing, "hey yourself" she replied getting off, "good afternoon spies. So lovely to see you again" the British supervisors greeted. "Hey Jerry, what's the problem?" Ben asked sitting up, "for one there appears to be a recent string of robberies at various auto part stores" Jerry explained before pressing a button on his desk.
In a flash several pictures of auto shops that were broken into appeared, "well that's nothing odd, it could just be a normal robbery" Sam said. "Maybe not, Jerry try cross referencing the stores" Ben suggested, the old man then did as asked and found the connection. Apparently all the stores that were robbed were ones that specialized in high tech vehicle modifications.
And each item stolen would allow any vehicle to move at ridiculously insane speeds, self repair if damaged and be used as a battering bull dozer. "Looks like whoever wanted to rob those stores knew exactly what they wanted" Jerry said, "parts to make a fast, powerful car that can break through solid concrete, Ben how did you know to cross check the stores?" Sam asked pleasantly surprised.
"A few months ago me and my team had the same situation when a bunch of tech stores got mugged. Turns out my old enemy Rojo was trying to make herself a futuristic flying motorbike" he replied. The alien watched teen then turned into GrayMatter and hopped onto Jerry's desk. "And if I should be correct, by using the WOOHP computer I should be able to find..." in a flash an add for a race appeared on the screen.
"Now what's this?" Jerry asked bewildered, "An add for underground racing tournament" Ben said jumping onto Clover's shoulder. "Nice going Ben? That frog form you've got is super smart!" Alex cheered, "that's Gray Matter for you. The smartest being in the universe, next to Azmuth the creator of my Ultimatrix and a Galvan himself" Ben replied. "I take it there have been underground racing rings back in your world as well" Jerry commented, he nodded in reply.
"Right then, all we'll need to do then is enter you four in the race as contestants then bring down the vehicle composed of the missing components" the Brit continued typing on the computer. "Okay, so how do we enter. We don't have a vehicle to race with?" Clover asked, "don't be so sure. Hey Jerry, think you can WOOHP our car here?" Ben asked. Jerry nodded and made said vehicle appear, "what do you plan to do with our ride?" Sam asked the shapeshifter smirked and had activated the Ultimatrix.
And once he found the alien he wanted Ben slammed on the core and transformed, his body turned black and green glowing lines formed on him. In a moment the lines formed into perfectly bilateral circuitry lines and glowed brightly, "woah, what kind of alien is that?" Alex asked. "I call him upgrade" Ben replied, "why though? Also like the pattern you've got going on" Clover added, "oh you'll see" Upgrade then jumped on the car, merging with and enhancing it.
"Okay, we're ready" Alex said purely impressed, as were Sam and Clover. "First though, your cover names and disguises" Jerry inquired.
We now go to an abandoned reservoir at night, and inside the depression we see hundreds of teenagers, from juvenile delinquents to pure punk goths roaring in excitement for their race. And in the actual put were several custom made race cars, "alright, are all driver present and ready to race?!" A person on a bridge above asked. All racers bellow revved their engines, "hold up late entry!" A voice behind the cars said.
Looking back they saw a futuristic vehicle with glowing circuitry like lines throughout its form.
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