Before I get into this fic, I have to point a few things out. This story takes starts five years after Alien Force and takes place in an universe where Ben's identity was never revealed and Omniverse didn't happen. However, I will be adding in some aliens from Omniverse, with the first one in this chapter. Also expect aliens of my own making. With that said, let's get on with the story.

I don't own Ben 10 or Transformers Prime.

Prime 10: Prologue

Deep in the far reaches of space, there floated a ship. This ship was shaped like a tuning fork, with red energy flickering in between the points. This is a Chrimerean Hammer-class warship and it is currently the battleground between two very powerful foes.

A shockwave rippled through the ship as the two combatants crash through the hull. One is a green alien, dressed in red battle armor. His head resembles an Earth squid and a breathing mask covers his face, except for his beady red eyes. This is Vilgax, the conqueror of ten worlds, one of the most feared beings in the galaxy.

His opponent is a thirty-foot robotic humanoid, with glowing green canisters on his oversized arms. This is Atomix, the newest form of Ben Tennyson, the Savior of the Universe, wielder of the Ultimatrix, and Vilgax's oldest foe. This is the latest fight in a series of battles that has lasted for almost ten years, when Ben first found the Omnitrix, an alien device that could transform its wearer into any sentient life form in the galaxy, when he was ten. Now, at age twenty, he was still locked in combat with his childhood foe.

Atomix hit Vilgax with another punch. "Ready to give up, Vilgax?" he asked.

The warlord growled. "I will never surrender to you, Tennyson!" he snarled.

Atomix shrugged. "Well, I had to try."

Vilgax gave off another snarl and charged the alien hero, and the two were at it again. When they once again broke apart, Vilgax spoke into a communicator built on his arm. "Computer," he said, "When ready, fire main weapon."

"What?" asked Atomix.

Vilgax smirked behind his mask. "I have a quantum gravity cannon aimed right at Earth," he said. "At this distance, we will be in the perfect position to watch your puny home world crumble into dust."

Atomix was horrified. "NOOO!" he cried. "I will not let you!"

"You're too late, Tennyson! It's over!"

Atomix stood still for a moment, frozen. Then, he whispered one word. "Julie…"

Suddenly, the canisters on his wrists and the Ultimatix symbol on his chest glowed even brighter. He shot forward, ramming Vilgax, and sending them both crashing into the ship, right into the engine room.

Vilgax got back to his feet, while Atomix floated. "Time to end this,"he said.

Vilgax's eyes widened. "You'll kill us both!" he said.

Atomix nodded. "If that what it takes to stop you," he said, "So be it." He began gathering energy and started his chant. "HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA-HA!"

There was a brief silence…

"FUSION VICTOR!"

In another part of the ship, a hurt Ben Tennyson laid on the ground. He had been blasted there by Atomix's last attack, where the Ultimatrix had timed out, right after the ship automatic systems had sealed the breach shut.

Ben had changed from when he was fifteen. His trademark jacket was gone, replaced by a white t-shirt and green cargo pants combo. He also had grown a beard and mustache, which he kept neatly trimmed.

But now, his shirt was stained red from a hit that was non-critical to Atomix, but life threatening to a human. The Ultimatrix was completely powered down, in need of a long recharged. Ben realized that he might not make it this time.

Which was the perfect time for someone to pop in and say, "Gumball?"

Ben managed to give a pained grin at the man in the white lab coat who had just appeared in the room with him. "Hey, Paradox," he said. "Did I stop it?"

The being known as Professor Paradox smiled. "Even on the verge of death, you put others above yourself, Ben," he said. He then turned serious. "You did it, Ben," he said.

Ben gave his trademark smile. "Then I'm good. I've had a good life."

"Indeed you did."

"Well, then there's one last thing to do." Ben fiddled with the Ultimatrix, and it slid off his wrist. Handing it to Paradox, he said, "Give it to my son," he said. "And tell Julie that I love her."

Paradox smiled as he took it. "I will, Ben."

Ben lowered his head. "So, this is goodbye?" he asked.

"Spoilers," was all the time traveler had to say as he opened a time portal and left.

Ben shook his head when he was alone. "Even on a man's deathbed, he has to be cryptic," he said. Then Ben Tennyson closed his eyes and waited for death to claim him.

A small group of people gathered in the small cemetery to mourn the passing of Ben Tennyson. Most of them had already left. Now the only ones left were those from his other life; including his grandfather Max Tennyson, his parents, his first crush, Kia Green, and his cousin, Gwen Tennyson and her fiancé, Kevin Levin. A few aliens came into view, a towering white alien with one green arm, one made entirely out of green diamonds, and a short frog-like alien on the shoulder of a blonde human. Standing apart from them all was a Japanese-American woman with shoulder-length hair holding a young boy. She had been hit the hardest by her husband's death, and was keeping away from the others. A black being made up of black and green circuitry stood beside her, offering the comfort it could.

"I…sorry…Julie…" it said in a youngish voice.

"It's okay, Ship," she said. "There was nothing you could have done."

Ship still stare at the ground. "I…could…have…"

"You were helping us," Kevin said. "Ben had handled Vilgax before, we didn't know it would kill him this time."

Ship didn't look convinced, but he didn't say anything else. After the crowd paid their respects, they began filtering away, until only Ship and Julie were left at the new grave. That was when a certain time traveler made his appearance.

"Fitting," he said.

Julie looked at him crazily. "How?" she asked.

"That it should rain on the death of a hero," Paradox clarified. Before either of them could comment, raindrops began sprinkling, then pouring. Without being asked, Paradox produced an umbrella from somewhere, and opened it so all four of them were covered. They stood in silence, each with their own thoughts.

Finally, Paradox asked, "Do you have a name for the child yet?"

Julie nodded. "Jackson," she said.

"A good name," Paradox said. They stood there a little more. "He told me to say that he loves you."

Julie gave a small laugh. "I'm not surprised, she said. Then she asked, "What about it…?"

Paradox pulled the Ultimatrix out of his coat pocket. "Right here," he said. "What do you want me to do with it?"

"Can you keep it for now?" Julie asked.

Paradox nodded.

"And will Jack…"

"I cannot answer that, spoilers and all. However he will not need it for a long time." He gave the umbrella to Ship. "Until we meet again." Then he vanished.

The two friends stood at the grave for a little longer. Finally, Julie sighed and walked away, Ship right beside her.

"So…" Ship said. "What...now?"

Julie was silent for a while. Then she spoke. "I was never a good Plumber," she said. "And I want Jack to live a life without aliens."

Ship looked at his life-long friend. "Even… me?" he asked.

Julie shook her head. "You can come visit," she said. "I couldn't keep you away even if I tried."

Ship's eye circle rose back up and he gave off a happy chirp.

The ride back to her house was a quiet one, in respect to the hero who had fallen that day. When they got back there, the front door opened to reveal Paradox. "Glad you made it home," he said. He then turned serious. "Are you going to do it?"

Julie nodded. "I am," she said.

"Well, I won't stop you," Paradox said. "Now if you would excuse me, I've got to go." With that, he grabbed an umbrella out of the stand and disappeared.

Julie blinked, then looked to the empty stand, then at the umbrella in Ship's hand. "Did he…"

Ship's eye circle was even wider. "Yes…did."

And so, fifteen years pasted.

The alien presence on Earth dwindled, and then vanished. With the fate of the Ultimatrix unknown, the Plumbers base retreated to space, and most alien species gave the small planet a wide berth. Julie Tennyson disappeared after her husband's death, to give her and her son a chance at a new life without any aliens or villains.

However, this was not to be the case.

And that's the first chapter. PLEASE DON'T HATE ME! I don't like the thought of Ben dying anymore than you do, but I needed a reason why he isn't around when we get to Transformers Prime. Besides, did we really see him die? Can't give you any more because of spoilers.

Yes, in this fic, Julie is married to Ben. I was always a fan of the Ben/Julie romance, and was kinda bummed when I found out the two had broken up.

Also, for those of you wondering what happened to Ship: I figured in a few years he would have grown a bit. He isn't full-grown yet, but will be later in the story.

So what do you think? Good, bad, nah? I welcome your comments. Also, send in any characters or aliens from either show you want to see. I might be able to incorporate them in.

I will try to get an update up as soon as I can. Good writing takes work, and I have college to deal with. I'll try to get one up once a month, but no promises.

-Bibliothekar of the LibraryNexus