Lyon goes to an abandoned shack, but to his surprise, it has his fears. One of his fears gets on the Oppositrix, putting it in Fear Mode. It turns all the aliens into a scary version of it.
Lyon is watching the news with his dad and brother. They see an article about an old, abandoned shack. Lyon's brother says, "That's just non-sense." Lyon's dad says, "If you think it's non-sense, why don't we go over there tomorrow?" Lyon's brother said, "Fine. In fact, we'll do it 8:00 pm tonight." Lyon said, "How about whe just don't go over there at all?" Lyon's dad said, "Time confirmed. 7:30 am today." Lyon said, "But's that's in 5 minutes!" It was true. The time was only 7:25 am.
In five minutes, the boys were heading towards the shack, which was only 5 blocks away. They stepped in quietly. Loud creaking and broken dishes were all around. Lyon's dad walked in the dining room, only to be picked up by a mutant krakken. "Dad!" Lyon and his brother yelled. Lyon couldn't help but turn into an alien. He tried to stop himself, but it was too late. He was already Jetray.
Convienentally, only Lyon's brother saw it, and Lyon's brother hardly cares about anything. Lyon flew into the dining room. He shot beams at the krakken. It was too strong. Lyon's dad said, "Whatever you are, save me! Krakkens are my worst fear!" Lyon saw a rope holding a spiky chandelier. Lyon turned into Opposite Jetray and blasted the rope. The spiky chandelier fell on the krakken. It disappeared, with Lyon's dad with it.
Robert, Lyon's brother, ran into the room. A bunch of boxing robots ran into the room. Both Lyon and Robert shouted, "AAAAAH!!!" They both were afraid of boxing robots. The boxing robots grabbed the brothers and started beating them up. One of the boxing robots touched the Oppositrix, sending green electricity over it and turning Lyon back to normal. "Hey! I know that! It's the Omnitrix. I'm a fan of Ben 10" said Robert. Lyon said, "It's the Oppositrix. It turns the regular aliens into opposite versions. And I think it's jammed." The Oppositrix had a black symbol on it. Then it turned and said, "FEAR MODE ACTIVATED." "I think it's a good time to turn into another alien" said Robert as Robotrixes came from behind them. "It's- not- working- Oh, I got it!" said Lyon as he slammed the Oppositrix. Lyon turned black. His feet became big. His arms and hands turned into black blobs. His body was a gray pear and his head was a gray blob. Lyon grew and yelled out, "HUMONGOFEAR!"
Lyon shot black blobs at both types of robots. Both types got stuck in the blobs. "This is new." Lyon turned into a big, blobby atom and grabbed Robert. They both went through a wall. A laser was blasted in where they were. The brothers were in a dark room. When Robert tried to flip the switch on, small goo spitting bugs came out of nowhere and attacked him. The wall was blasted down. A laser-bot was there. "AAAAAH!!!" the brothers screamed. Laser-bots were also something the boys agreed on being scared of. The laser-bot went through Robert. They both disappeared.
A bigger, more orange laser-bot appeared out of nowhere. Lyon tried to pick up the wall, but it went through his hands. He tried again and the same thing happened. The laser-bot blasted huge balls of energy which Lyon went through. Lyon turned the wall into an atom and threw it at the laser-bot. The atom turned back into a wall and trapped the laser-bot. It then exploded and that part of the roof fell down, crushing the fears.
Lyon turned back to normal and climbed through a secret slide. It lead him into a jail-like room. Lyon's dad and brother were in one jail cell. Lyon tried to open the bars, but he went through them. He tried to grab his relatives, but they were holograms which faded away. The bars became solid and the slide coiled up into a small cylinder. A random red and green figure appeared out of the cylinder. He was holding the real Lyon's dad and Robert.
"I am Xeenmas. I am your worst fear." Lyon just laughed. Xeenmas was as small as Opposite Humongosaur. Xeenmas became all red. His head grew big and he looked down at Lyon with flaming eyes. "I AM YOUR WORST FEAR!" yelled Xeenmas. Lyon crouched down and Xeenmas went back to normal. Lyon pressed the Oppositrix. "Fearo Fearo!"
Lyon was Fear Echo Echo. He was a very tall, dark red figure with blasters on his hands and wheels on his feet. Lyon pressed some buttons on the blasters, then did a black soundwave attack. The blasters increased the soundwave, neutralizing the bars. Lyon got out of his cage and blasted soundwaves at Xeenmas. "I can not be neutralized" said Xeenmas. Lyon pressed the Oppositrix and turned into Fear Big Chill. "Big Fear!" He was a black bug with blobby wings.
Lyon froze Xeenmas in a dark blob. Lyon's dad and brother were dropped. Xeenmas burned through and shot fire at Lyon. Lyon wiped the fire off. Then they both shot their attack. The combined attacks formed into a big ball of energy, which blew the roof down. Soon the whole shack was shaking. Lyon turned into Fear Swampfire, Swampfearer. Lyon was covered with black soot and fire blobs for hands. His head was a face.
"Go! I'll take care of Xeenmas" said Lyon. His sibling and dad ran upstairs. Lyon shot black beams at Xeenmas. He got smaller and smaller. Then Lyon tossed a dark grenade. It neutralized Xeenmas totally. Lyon ran upstairs. His family got in the car. Lyon turned into Jetfear, a black blob that can fly and teleport. He started to fly, but then he teleported home. When Lyon's dad got out, he was really confused. Lyon and Robert looked at each other. And then Lyon shot a dark beam at his dad's brain, causing temporary memory loss.
Lyon turned back and went to his alien computer with Robert. Robert got some wires. He was ready to turn the Oppositrix back to normal. But when Lyon sees that his little sister, Jessica is watching, he says, "Wait." He turns into Fear, Fear Goop and traps Jessica in a fear bubble. Jessica is sent down to the first floor and says, "Dad! Mom! Lyon trapped me in a black bubble!" Since Dad has memory loss, he says, "Just lay it on the counter." Mom is already asleep. The episode ends.