A.N I don't own X-men or Ben 10

It was a typical day at the Xavier Institute. And by that what is the chaos as everyone was using their mutant powers in training. The point of the training was the old gauntlet run while avoiding the lasers and flying disks.

Kurt better known as Nightcrawler was up first. He moved through the field using his agility to dodge incoming discs. However one of the lasers hit him in the leg. The machines then fired all their attacks on the downed foe, but the fuzzy blue elf was able to dodge all the attacks by teleporting ten feet forward. He was able to finish the course with ease after that.

His fellow X-men also had a similar time with the course. Scott aka Cyclops used his eye beams to deflexed any attack on him. Jean Gray who mostly goes as Jean used her telekinetic powers to use the disked to block the lasers and threw the discs at the weapons. Kitty aka Shadow Cat could easily ace the course by using her intangibility, but she wanted a challenge, so she tried not to use her powers to dodge. However, she did use her powers to run through trees and big rocks. Rouge had a bit of a hard time as she could only rely on regular human abilities because she couldn't use her strength draining touch on her team, but she made it through with some fancy footwork.

Spike was using his bone spikes to great effect however he was goofing off too much in the course and didn't see one of the disks coming. It hit him in the head hard knocking him out.

"Ohh what happened," said Spike as he was coming around.

"I'll tell you what happened you were not focusing on the task," Logan aka Wolverine said.

"Well, you s," Spike tried to say, but Wolverine cut him off.

"I'll tell you what. You just earned yourself extra lessons," Wolverine said. Spike was already dreading what Wolverine was going to put him, though.

"Now I think that it's time for one of our new mutants to try the course," Wolverine said.

"Oh, can I do it. I wanted to try out my powers for a while," said the mutant Sunspot also know as Roberto.

'Wait how about me. My ice powers could be used in so many ways, and I want to try some. All Sunspot can do is become strong and fly around," said Bobby aka Iceman.

"I was thinking about Julie or Armor if she prefers."

An Asian looking young woman. "Well okay, time to armor up," she said as the Julie seemed to be enveloped in a dark crimson energy armor. Inside the armor, Julie was nearly inalienable, with her great strength she tore down anything that was in her path and when the disks tried to hit her, but they bounced harmlessly off her. However, she still had to avoid the laser fire as her armor did not block light based attacks.

"Good work Julie, who knows maybe you could replace one of the core team," Wolverine said looking at Spike when he said the last part.

"Way to go Julie. Aren't you glad you moved here from Bayville," Jean said.

"Well Bayville is more exciting," Julie said. "Nothing ever happened in my old town of Bellwood."

"You know since training is over why don't well go out and hit the town. Just us girls, it sort of like a girls night out but during the day," Kitty said.

Well, it would be a shame to waste a weekend," Jean said.

"Does that include me," said Rouge.

"Of course let's go," Julie said.

As the girls left to enjoy the day Night Crawler decided he didn't want to stay cooked up at the mansion all day, so he also hit the town.

The girls loved going out to town they saw all the latest clothes, hit the arcade, and finally, they decided to go down to the pier right by the new cosmetics factory. "I'm glad we came here they have the best street vendors," Kitty said.

"Well I do like the hot dogs," Rogue said.

"Yeah I do too," said Kurt

"KURT what are you doing here?" Rouge asked shocked.

"Hey can't I enjoy the pier too," Kurt said"

"Sure just don't surprise up like that," she said giving him a hard push. A bit harder than she wanted though as Kurt was forced right into another teenager who was wearing a green jacket.

"Oh I am so sorry about my friend," Julie said. "Let me help you up."

"Thank you mis...wait Julie is that you," Ben said as this was the first time he had seen Julie in months.

"Ben, what are you doing here?" Julie asked just as shocked as Ben was as she didn't want her past to catch up with her.

"Well, I had a free weekend. But what about you? We were so close once but then you just up and leave town without a word? What's up with that?" Ben asked.

"Well, something just come up. Just like now got to go," Julie said as she ran away.

"I think we should go after her. Kurt and Rogue why don't you try to explain things to Ben," Jean said as the girls went after Julie.

What the band didn't know was that this didn't go unseen. It seems like the X-men counterparts the brotherhood of mutants had also seen them and decided to report the whole thing to their boss Magneto.

"Okay, who wants to tell the boss about this. If it's me can I talk to Wanda for a bit since she's with him at the moment." Toad asked.

"Maybe our leader should do it," said the Blob.

"Well that's me then," said Quicksilver.

"Wait just because you're the son of Magneto doesn't make you the leader," said Lance aka Avalanche

"Well, what makes you the leader Lance."

"Plenty I have been fighting against the X-men longer than you have."

"I think you voided that right when you tried to join them and not to mention the fact that you still have a crush on the Kitty."

After some arguing, they called Magneto and told him about Ben and Julie.

"Interesting, the only reason for that kind of reaction is that she still fears his response to the finding of her mutation. We should take advantage of that since Armor is a powerful mutant," He said.

"How do we do that," Blob asked.

"Simple first you kidnap this Ben then you tell him about Armor being a mutant. He will then grow afraid of Armor and grow to hate her. Then when Armor sees this, she will realize just how foolish Charles dream truly is and abandon him and his X-men. Now go."

And like that the Brotherhood when off to put the evil plan in motion.

With Julie and co.

"So was that an old boyfriend," Jean asked.

"Yeah spill it, girl," said Kitty.

"Kitty this is not a gossip conversation," Jean said.

"Oh."

"Well, what can I say we dated for a bit. He was a non threatening athletic type. We became close and even got to second base. However when my mutant powers came it changed everything," Julie said remembering her past with a sigh.

"Wait what do you mean it changed everything. Did he try to avoid you or call you a monster or something," Kitty said.

"Well, it more of the other way around. I didn't want him to know how I wasn't normal I just couldn't take the thought of him staring at me like I was some kind of monster," Julie had a sad look on her face. "Well, when I was offered a chance to get far away from everything and work out these powers I jumped at the chance and never told anyone where I was going and never talked to anyone from my old life again."

"Julie you can't just leave it like this you and Ben should at least try to end things on a good note," Jean said.

"Yeah, no offense but a girlfriend who just up and leaving could tear a guy heart out," Kitty said.

"Easy for you to say the boys that you like share your secret," Julie said.

"What do you mean," both Jean and Kitty said Jean who didn't want to admit they were interested in Scott and Lance.

With Ben, Kurt, and Rouge.

"So your friends with Julie. If I may ask why did just up and left to come here," Ben asked.

"Vell it's a little hard to explain. Vee are enrolled in the Xavier Institute for Gifted Youngsters. It seeks to help special people learn to use the most of their gifts. It's a huge opportunity so she thought that she should just come here, as for vhy she never told you I can't say,"Kurt said with his German accent.

"Really and just what are these gifts that your talking about," Ben asked

"Ah the gifts well thoughts are vell," Kurt said with a long pause afterward.

Rogue had to step in. "He means they excelled at both academics and sports."

"Really and could you say something smart so I can see just what it takes to get in. After all, if the guy with a German accent is any indentation you're recruiting from all over the world," Ben said.

"A something smart. Well, it's hard to sound smart on demand," Rouge said wishing that Jean was the one the one to explain things.

"What she said."

"Well with those witty remarks and the answers you have given I must assume that this Xavier Institute is some kind of cult," Ben said.

"Vat, no that's not it at all," Kurt said.

"Yeah it's just a regular school," Rouge said.

"Of course the simpler explanation is that you two are really bad at explaining things," Ben said. "I have to make a call so why don't the two of you regroup and try this again." And with that Ben walked away.

"Vell that could have gone better," Kurt said.

"Maybe one of the professors could talk to him. Like Storm or even Professor Xavier, but not Wolverine he could make things worse," Rouge said.

"Okay, I will go tell him that the professor would like to talk to him.

With Ben in an alleyway talking on his cell phone.

"Well Gwen I have check out the place, and it looks like your right," Ben said.

"When aren't I," Gwen said.

"And people say I'm the one with the ego. Anyway, it seems like we have to stop the operation now. My watch will be fully charged soon so I should be able to handle it," Ben said.

"You do have an ego. Even with your improved control of the watch you don't have enough power to do it all by yourself, the watch would go dead," Gwen said.

"I don't think we have sufficient time to wait and it's not like I can wait around for a team to get here. On another note it seems like Julie is here" Ben said.

"Really what's she doing there?" Gwen asked.

"Not sure but it looks like one of her new friends it coming over to try to explain things better than last time," Ben said

"Last time?"

"They tried to say that he joined a particular school but could say what was special about it. Well gotta go," Ben said as he hung up

"So Ben Vee vere thinking that maybe one of the teachers could explain it to you better," Kurt said.

"Why bother man, he will just lie. The Brotherhood thinks he should hear the truth," said Toad from the top of the building.

"Hmm, a strange man in strange clothes appearing out of nowhere and issuing a witty remark, that rarely a good sign. In fact, it means that things are going to get weird, you better run Kurt," Ben said.

"No you don't know vhat these guys can do," Kurt said panicking because the Brotherhood was going to tell about the secret of mutants to Ben.

"Well, why don't we show him then," Avalanche in full body armor said. He then set off an earthquake that knocked both of them to the ground.

Before Ben could use his watch, Quicksilver came out of nowhere and tied him up. "Sorry to see your so tied up at the moment, but I am in a hurry," he said.

"Man that was one weak line," Ben said casually. He had been in this kind of many times before, and he could tell that this group didn't mean to harm him, yet anyway. So he was taking this a little lightly.

"Wait to leave him alone," Kurt said right before Toad crushed him as he jumped down.

"Sorry, but we got orders, and we always follow orders," Toad said before he used his long tongue to throw Nightcrawler into the Blob who tried to crush him with a bear hug. Lucky for Kurt he was able to teleport out of his grip.

The Brotherhood then took Ben away. However, Nightcrawler was following then.

Back in the X-mansion Julie and the rest of the X-men girls were talking to Xavier about Ben and Julie.

"I see, so someone from your past has shown up, and you don't quite know how to deal with it," Xavier said.

"More or less, it just that I never wanted him to look at me like I was a monster. But maybe I should give our relationship some closer," Julie said remorsefully.

"I understand after all after all you're not the only one who has not the only one who has had a troubled relationship. I can reveal as much or as little of the truth as you want," he said.

"Thanks, professor," Julie said with the other girls also cheering him.

"Bad news guys it seems like the brotherhood just kidnapped someone named Ben. Kurt is there trailing them," Wolverine said much to the shock of everyone there.

'Scott assembles a team we have to save Ben and protect our secrets,' Xavier told everyone using his mental powers and also using them to tell them who this Ben person was.

Later in a warehouse.

The Brotherhood had Ben strapped in a chair. "I suppose you're wondering just who we are and how it seems that we have such superhuman power don't you," Quicksilver said.

"Not to mention just why were even bothering with such a lowly creature like you," Toad said.

"Out I know plenty; it's so obvious just who you are and who your working for," Ben said still claim because he could reach his watch despite being tied up. However, he wanted to see just what he could learn from these goofballs.

"Wait for you already know?" Lance asked dumbfounded.

"Of course it's clear that your all the result of interbreeding with aliens or at least one of their genetics experiments on the human race," Ben said actually believing what he said. "Also it's clear that your working for the Highbreed and trying to stop me from ruin their secret base they have in the town.

The Brotherhood was stunned at his words. "What in the world are you talking about," Quicksilver said.

"It's not a good sign when we meet someone weirder than us," Toad said.

"What does he mean by interbreeding even mean," Blob asked.

"It means that this guy thinks we got or powers by having an alien parent or granddad and maybe even by their experiments. Well this is just great it seems like we captured a conspiracy nut," Lance said.

"Listen were not aliens or anything like that. We're mutants, the next evolution of the human race," Quicksilver said.

"Wait if you're an evolution why aren't your powers the same? After all, evolution is all about passing down things that help one survive, if you all get different powers randomly how is that evolution and not the work of unstable genetics?" Ben asked.

The Brotherhood didn't know how to answer that. "For one thing aliens and don't exist and you're crazy," Lance said after a long pause.

"Since your entire explanation for your powers comes out of a cheap sci-fi movie your awfully dismissive," Ben said.

"Don't change the subject, if you haven't noticed you're our prisoner and we didn't do it just to answer your questions," Blob said.

"Hey you have a point for once," Toad said.

"Um about that if this isn't about the aliens taking over the earth and you don't know who I am, just what is this all about?" Ben asked.

"Yes well to cut right to the point your old girlfriend is also one of us a mutant. What do you think about that," Quicksilver said.

"Is that it?" Ben said thinking it was a little underwhelming.

"What," the entire brotherhood yelled out.

"Well, it's good to finally understand why Julie just ran away like she did, after all when you get powers you either love them or worry that you're not normal. Or even a little of both, I should know. But why did you kidnapped me and tie me to this chair just to tell me that Julie is part alien? I mean what would you have to gain from that?"

"She's a mutant," Lance said.

"That still doesn't explain why you're doing this."

"Well, we were hoping that you would have an adverse reaction to the revelation that your girlfriend wasn't human and became fearful of her. That would break her heart, and she would eventually join our side," Quicksilver said.

"That's a convoluted plan not to mention a little petty," Ben said.

"Well I let some parts out, and it was my father's plan. The important thing is that it would have worked if you weren't such a headcase that believes in aliens it would have worked.

"But not only do aliens exist they have a base right in this town. It's the cosmetics factory by the peer I was going to try to destroy it alone but my partners in crime as it were thought that I needed a team to help. It's a good thing that I seemed to find one," Ben said.

"Wait you mean us. Just give us one good reason why the will should help you?" Toad asked.

"I can pay you; I have access to some funds for just this kind of thing."

"How much are we talking about?" Quicksilver asked.

"$20,000 after the job."

The Brotherhood went into a huddle. "Okay should we accept his offer for some money," Lance asked.

"Sure simply playing along for money is fine by me and it's not as there are really going to be aliens there," Blob said.

"I'm tried not having any water running," Toad said.

"It's not like we haven't done anything like this before and it sounds like easy money," Quicksilver said.

"And if it's not then I'm sure that you're strong enough to handle it," Ben said shocking everyone at the fact that he had escaped from the chair.

"How did you escape we tied you up?" Toad said.

"Well, I've untied myself now if there are no objections we should get going my watch will be charged by the time we get there.

"Vell I have an objection," Kurt aka Nightcrawler said as he jumped down from the roof. He took off his image inducer relieving his blue fuzzy elf like from, though some people would say he looked like a blue demon.

"Hey Kurt so it looks like your part alien too, though not one I recognize, I guess that explains why you couldn't give me excellent explanations," Ben said.

"Well, that doesn't matter compared to your plan of attacking a factory do you have any idea just how many innocent people could get hurt," Nightcrawler said.

"Well to be fair, it is staffed by the Highbreeds DNAlien slaves, not innocent people. However, my plan should give them plenty of time to evacuate."

"Just how crazy are you? "Well it's clear that you need to be stopped, let's see how well your friend can fight when you don't have the advantage of an ambush on your side," Nightcrawler said as he teleported behind Toad and delivered a mighty punch.

"Why you," Toad said as he spat a slime ball at him, but Kurt was able to dodge. However, his fight was short lived as Quicksilver used his SuperSpeed to land blow after blow on him. Quicksilver barrage of punches forces Nightcrawler to teleport away.

"Man it started out as such a nice day," Kurt said. "I better go tell the others."

Soon Kurt met up with the rest of the X-men in the X-van.

Scott had gathered the classic team of himself, Jean, Rouge, Kitty, Spike, and now Nightcrawler. He also brought along the new mutants Sunspot, Iceman, and of course, Julie codenamed Armor. Strom was also there as well to supervise.

"Kurt, you're here did you save Ben?" Julie asked a bit desperate.

"Well about that, it seems like your normal boyfriend isn't as normal as we thought," Kurt said.

"What do you mean?" Julie asked.

"Yeah what does that mean," Kitty asked.

"Well the short answer is that he is one of those alien conspiracy nut jobs," he said.

"Okay, but what does that have to do with him being alright?" Spike asked

"Well, he thinks that the cosmetics factory is some kind of alien base for invaders. He has convinced the bothered to help him destroy it," Kurt said.

The rest of the X-men were trying to process what he just told them, explicitly Julie who couldn't believe that her sweet Ben would ever even try to harm people. "Let me get this straight Ben was able to convince the people who kidnapped him to work for him. That something else," Bobby aka Iceman said.

"Tell me about it," Sunspot said.

"Enough of that I can't believe that Ben would ever do that. He is a nice and caring boy," Julie said defending Ben.

"Sounds like you still like him don't you," Rogue said.

"In any event, we have to stop them," Scott said. "If they do destroy the factory they will attack all kinds of attention, and that could make keeping our existing secret tough," Storm said.

"Storms right we better stop them," Scott said as they all got in the vans. Soon they were at the cosmetics factory.

"Okay Jean, Nightcrawler, Shadowcat, Spike, and Rouge you're coming in with me. Storm you kept Armor, Iceman, and Sunspot here in case we need back up," Scott said.

"Why can't I go in and try to talk him out of this," Julie aka Armor asked

"I really don't want to force you to fight an old boyfriend, but don't worry we will do everything to make sure that Ben remains unharmed. Its the brotherhood I'm worried about," Scott said leading the team in.

In the building, Ben was going over the plan. "Okay here is plan A we plant this bomb here is should go off in about 15 minutes. We should stay here until the timer reaches 3 minutes. Thankful all the staff are in the work of the underground chamber on the invasion plan, which is why no one is up here. Now it is important that we don't attract attention to ourselves or it could attract the DNAliens that could disarm the bomb and force us to go with the much harder plan B," Ben said as he started the timer.

"Well if this is plan sounds so easy why do you need our help?" Lance asked.

"Because if life has taught me anything, it's that these things never go easy," Ben said as the X-men brush into the factory.

"We can let you blow up this place over some crazy conspiracy theories," Cyclops said.

"Case in point," Ben said as he knew that the new arrivals would most likely spoil everything. "Listen if you think about it you're the last people to doubt if my crazy stories are true because you are living quite the crazy life."

"Well he has us there," Quicksilver said.

"Plus your being paid a lot of money to do this," Lance said.

"Let's just blow this place up to be safe," Toad said.

"No deal," Cyclops said.

"Well I guess I have no choice," Ben said as he hit his watch and transformed into the mighty Chromastone.

"What's he's a mutant too," Spike said.

"And he looks like he's a more powerful version of Mystique," Jean said

"Well actually the watch on my arm is not a watch, but an alien device called the Omnitrix that lets me transform into aliens. Let me show you what Chromastone can do," Chromastone said before he shot his energy beams at the X-men. However, the were able to dodge.

Cyclops tried to fire his optic blast at Chromastone. However, he was able to absorb the energy. Jean had Scotts back by using her telekinesis to throw Chromastone against a wall. But before Chromastone hit the wall he transformed into Spider-monkey who landed safely and counter with his webs.

Avalanche was fighting with Kitty. "Come on Lance don't do this," Kitty pleaded.

"Sorry Kitty, but I really need the money. Our place is falling apart," he said as he sent out a weak shock wave that barely shakes the ground.

Kitty used her phasing ability to avoid it. "Are you holding back because you don't want to hurt me or because you don't want to bring the building down on us?" She asked.

"A little of both to tell you the truth."

Rouge was able to keep the Blob on the defensive by taking off her gloves and kept trying to touch him. Even the Blob knew enough to avoid the bit of the Rouge.

"Hey get over," Toad said to Nightcrawler as they both used their aerial agility to battle. In mid-leap, Toad used his long tongue as a whip to attack.

"Okay," Nightcrawler said as he teleported behind him and slammed him to the ground in mid air.

The Brotherhood and Ben were forced behind some crates. Even Quicksilver was forced back by Spike with some help from Jean and Cyclops.

"I am starting to think that I hired the wrong team. You people have zero ability to work as a team, " Ben as Spidermonkey said.

"Hey, do you have any good ideas on how to fight these guys?" Quicksilver said.

"As a matter of fact, I do. Here's the plan," Ben said as he explained his plan

Ben turned into Humungous and ran out with the Blob. They both started to throw the large crates that were around. Jean used her telekinesis to stop the crates from hitting her team but was quickly struck down as Quicksilver used his speed to attack her from behind.

"Jean," Scott yelled out as he saw his crush being knocked out in an ambush.

"See I told you that when she uses her mind powers, she leaves herself visible to attack. Now Avalanche it's your turn," Ben said.

Avalanche use his powers to knock all the X-men off their feet. Then when they were down Toad used was able to remove Cyclops visor. "Now for some fun as Toad was able to pry Cyclops eyes open and use his optic blasts against his own team.

"How are we losing against the Loserhood," Spike asked.

"It's Ben he seems to be leading them in a competent way," Nightcrawler said.

"Well what are we waiting for let's call in the backup," Rouge said as she dodges Scott's optic blasts.

Soon the New Mutants lead by Storm. She wasted no time in summing a massive windstorm to blow all the Brotherhood and Ben into the wall. "I suggest that we stop this or I will have to summon lightning," Storm said in a commanding tone.

"Okay whatever you say," Toad said.

"Aw Strom you didn't let us have any fun," Both Sunspot and Iceman said. Storm then quieted them with a stern glare.

"Hey, Julie is that you," Ben said turning back into his human form. "I must say you look pretty good in that energy armor."

"Ben I didn't know you had mutant powers," Julie said blushing a little.

"It's alien technology but enough about that all this fighting could att... oh it seems that it's too late," Ben said as he saw that the factory workers were surrounding them.

"I know this looks strange, but assure you that there is a good explanation for this," Nightcrawler said.

"It looks like your helping Ben 10 attack our factory," one of the workers said in a strange voice.

"Wait how do you know who he is and what he is doing here?" Scott asked.

The group of works pulled off their face mask to reveal that they were, in fact, DNAliens. The yellow skinned foes quickly pressed the attack against mutants. Storm fell quickly as the DNAlien as they used their goo blasts on her.

Scott and Jean couldn't believe what was happening before their eyes. A hoard of what they assumed to be aliens were attacking them. They saw Iceman, Sunstop, and even Rouge, whose powers didn't seem to work very well on the aliens, being subdued despite their mutant powers. Scott tried to think if anything he learned in training could help him, but he was too shocked to think clearly. He tried to fight with his optic blasted, but the last thing he saw was a small octopus attacking.

Knightcrawler tried to get away, but when he tried to teleport to the ceiling, he only found more of the aliens waiting for him. To his surprise, they spring forth tentacles from their midsection to attack. They wave of tentacles was bustle and knocked him out.

Spike tried to use his bone spikes as a barrier to defend himself with, but the DNAliens snapped the spikes like toothpicks. He soon fell as well.

The Blob was a little scared, so he lashed out violently and was able to fight his way out of the hoard. "I thought that all the talk about Aliens was just Ben acting crazy," He said

"So did I," Quicksilver said using his speed to avoid the DNAliens. "I wish I could run away, but they have closed off all the exits." Soon the other two members of the Brotherhood meet up each other.

"Hey, why don't you use your shock waves to open up a hole in the wall," Toad said pointed at Avalanche.

"That will not solve your problem," Ben said having changed into his Big Chill form to fight. "With the base still here they would just hunt you down. The only way out of this is to destroy this base which will cause the DNAliens to flee."

"Wait where's kitty," Lance said concerned. He looked over and saw that both Kitty and Julie were still fighting thanks to Kitty's phasing power to avoid getting hit by the Xenocyte and Julie with her energy armor prevented it alien parasite from harming her.

"Kitty over here," Lance said.

The two of them soon ran over to the group. Kitty used her ghost-like powers to move through the aliens, and Julie simply used her strength to knock down anything in her way.

Soon Ben led the group over to an elevator and took them down.

"Aliens I can't believe everyone just got taken down by aliens," Kitty said.

"Well I did say that it was an alien base," Ben said.

"Oh don't know what to do I haven't been this scared since I first got my powers and fell through the floor when I was sleeping. Wait what am I saying we have to save the others," Kitty said a bit hysterical.

"Don't worry I'm here for you and it's all going to be alright," Lance said pulling her into a hug.

"So Ben what do we do now and please tell me we can save the others, another thing I find it a little strange that all the Brotherhood was able to get away while so few of the X-men were?" Julie asked kind of nervous because this was the first time she was talking to Ben about him knowing her secret.

"Well to why the Brotherhood made it out so well was I gave them protection badges to fend off the Xenocytes that the DNAliens were using," Ben said.

"Wait why didn't you provide us with any of those," Kitty asked.

"Never got the chance, after all, we pretty much started to fight when you got here."

"Hey what are why are we even in this elevator and going even deeper into the base and what's going to the other X-men," Toad asked.

"I told you we still need to destroy this base. And since Plan A is no longer an option we have to go with plan B and put these smaller bombs around the base. As for the rest of the X-men, those Xenocytes will turn them into DNAliens as well," Ben said. The others faces turn into looks of shock or disbelieve. "But don't worry my watch can cure them. However, I can only do it once, so we have to get them all together.

The remaining X-men and Brotherhood paired up to place the bombs around the base. However Ben said they had to meet up for the last one. The lower levels were clearly aliens like.

Ben was talking to Julie as they walked through the tunnels. "So you left town because you found out that you had super powers," Ben asked.

"Well it might seem strange, but when I found out I had them I felt like some kind of freak and I didn't want any to know," Julie said.

"Well, I understand better that you think after all I had this watch on ever since I was ten. You might remember me on the news as one of the strange creatures fighting crime a few years back," Ben said.

"That was you, all this time the mutant community thought that they were mutants who didn't know how to kept a low profile. Wait how come I never saw you with that watch before?" Julie asked.

"When the summer ended I too felt like I wasn't normal, so I had to get it off. However, since I found out about this invasion, I knew I had to put it back on."

"That's quite the story. But what about us do you still feel the same about me?" Julie asked.

"OF course your still the girl I fell in love wi," Ben was cut off as Julie started to give him a long sweet kiss.

"When they parted Julie said, "After this is over what should we do about us?"

"Well let's talk about that when we get done blowing this place up."

They soon planted the bomb and met up with the others. "Well were almost finished, but I think you'll find that the hard part is coming," Ben said.

"Stop sounding so cliché," Quicksilver said.

"Well, aliens are a little cliché themselves. After all, if I know them they have the captured X-men behind this door on guard duty," Ben said. And sure enough, when Ben opened the door there were the X-men in various states of transformation. Nightcrawler had his regular blue fur replaces with yellow flesh. Scott's face was replaced with the head of a DNAlien. Rouge had her arms replaced with a mass of tentacles. The rest were likewise half way transformed as well.

"Just like I said cliché totally," Ben said.

"Scott please tell me that you and the rest of the X-men are here to help us. After all, we were trained to use our powers for the benefit of both Mutants and Humans alike," Kitty said hoping she could get through to them.

"We're not X-men were DNX-liens," Scott said as he fired an optic blast at them. The rest of the DNX-liens went on the attack.

Julie also called Armor took on Rouge since she was the only one who could block her touch. What should have been an easy fight was much harder because Rouge had much greater strength as a DNX-lien.

Kitty was fought both Sunspot and Iceman. The two of them were circling Kitty before they attacked. "Please don't do this were friends. Fight the aliens control," Kitty pleaded.

"We only serve the Highbreed," they both said as they charged her. Iceman enlarged his fist with ice and Sunspot was just as strong as ever. However, Kitty just went Intangible, and the two idiots knocked each other out.

Storm was fighting Quicksilver she tried to shot lightning at him, but with his speed, she couldn't hit him. "Well, your really trying to kill me here. However your far too slow to hit me, plus it seems like your aims off," he said before he charged her delivering 200 punches to knock her out. "I'm not normally this rough, but I think an alien invasion calls for me to step it up."

This is taking to long," Lance said before he fired off a massive shock wave that knocked all the DNX-liens back into the wall. "Ben there all in one place do your thing."

Ben activated his DNA repair function, and a bright green light filled the room and when it faded the X-men were back to normal or what passes for normal for them.

"Oh what happened," Scott asked.

"Please tell me that I was dreaming because I was watching too much many of my Alien movies late at night," Spike said.

"I thought I said you're too young for those films," Strom said to her nephew.

Ben explained what happened. "So there were aliens here, and they were trying to destroy the world," Jean asked in disbelief.

"How many times do I have to explain this today, yes there are aliens," Ben said.

"We're back to normal does that mean it's over?" Rouge asked.

"No behind these doors is the leader of the base, and he most likely has the think we need blow up. And forty since I used up my watches power to return you to normal I won't be able to help you." Ben said.

"Don't worry we have trained them to use their power for situation just li," Storm stops herself. "Situation almost like this."

As the X-men opened the door, they saw a 12 foot white alien like creature. "What who dares invade the lair of a Highbreed lord?" The Highbreed asked.

"We're the mutants the next evolution of the human race and the future of this planet," Toad said.

"I see you're a more evolved form of pond scum," the Highbreed said mockingly. "And one that will be eradicated when I deliver this fuel," it said as it pointed to a vat of strange liquid that every assumed was the fuel.

"Wait why are you even doing this surely we can coexist in peace. After all, it's a big universe," Jean said.

"The only creatures that deserve to live are the first race, the Highbreed."

"I've heard enough," Scott said as he fired his optic blast at it and Spike joined in fire off as many of his bone spikes as he could. The Highbreed was unaffected by the attacks and raised his hand to swat both Spike and Cyclops away. However, Shadowcat made them intangible.

Storm summoned a wind storm to throw the alien off balance. It had some effect, but he was able to reach Storm and just swatted her away knocking her out.

"Time for the Brotherhood to take charge," Quicksilver said trying to hit him with his super speed punches, but he pulled back in pain when he landed his first one. "Oww, what is this thing made out of, concrete?"

"Let the unmovable Blob take care of this," Blob said charging.

The Highbreed simple caught him and picked him up. "You seem very movable," It said before he throws him away. However, he was hit by one of the Toads goo blasts. "Arggg you vermin you have infected me. Now I must bleach everything."

"Wait what do you mean by bleach?" Julie asked.

"I must kill off every life form in a fifty-mile radius," the Highbreed said.

"NOO not as long as I live," Julie said as she charged it in full armor.

The Highbreed grabbed her in one hand. Fine then you can be the first one to die," it said squeezing her.

Even in her armor she could feel pressure and knew that her seemingly unbreakable armor would break. However, when she thought about would happen to the town and everyone in it she dug deep to try to break its grip, and something amazing happened. Her energy armor began to expand, and it grew to the size of the Highbreed. Of course was floating in the middle of energy armor.

"It doesn't matter how large you are you will still fall before the Highbreed the one true race," It said before it tried to punch her.

Thanks to Wolverine training she caught the punch and picked up the Highbreed. "The only thing that is falling today is you," she said before she threw it into the vat of fuel.

"Arrrggg," was the last words the Highbreed yelled out in pain as it sunk into the vat.

"Was that stuff toxic?" Julie asked.

"I'd say yes," Ben said. "I must say you look hot in that giant armor Julie," Ben said making Julie blush. "Now it's time to blow this joint, literally." Ben set the final bomb, and everyone soon got out of the factory before it blew.

As they watched the factory crumble a car pulled up, and both Gwen and Kevin got out of it.

"Well someone didn't wait for us before they started to party," Kevin said.

"Wasn't time, however, thanks to my new friends we took care of it," Ben said.

"You know I remember that you said that you would pay us if we helped," Toad said.

"Don't worry here is your money," Gwen said handing over a briefcase of money.

"Alright now we can hit the buffets," Blob said.

I must say I never thought that there were this many part alien kids in once place, you sure got lucky Ben," Kevin said.

"Hey were not part alien," Spike said. However, the events of the day ran through everyone's head, and they all began to doubt if they were a natural evolution and just the result of alien exterminations. "At least I don't think were part alien."

"Hey don't let it bother you so much. Where you got your power is hardly important what is important is who you are," Ben said calming everyone.

"Well I would stay and party, but I do have more things to do. I don't suppose that any of you would like to come with me?" Ben asked looking at Julie.

"I think that's a lovly idea," Julie said.

"Are you sure," Storm asked.

"Well I have pretty much mastered my power so why not. Don't worry this time I will stay in touch with my old friends," Julie said as she got into Ben's car and they drove away.

"Before we part I must say that everyone including the Brotherhood acted like real heroes and I hope we will all be working together for good in the future," Storm said.

"Wait if we're all heroes why is Ben the only one who's driving off with the girl into the sunset as it were," the Iceman said.

"If it makes you feel any better Kitty can ride with me," Lance said.

"No thanks," Kitty said.

Back at the mansion

The professor was there to greet everyone. "So I take it that the mission to stop the Brotherhood from blowing up the cosmetics factory went rather poorly. And where is Julie is she alright."

"Well, Julie is fine. The short version is that she ran away with Ben," Scott said.

"You could call that a happy ending, though it is a little cliché," Rouge said.

"And about the factory, well the mission to stop them from blowing it because Ben thought it was an alien base was going great until the aliens showed up," Kurt said shocking the professor.

"It's true. Lets us give you a more detailed explanation inside," Storm said.

So the X-men told the Xavier how they were ambushed by the aliens and how the Brotherhood and Ben saved them and the how they teamed up to save the world. "And that's how we all ended the alien threat to the world," they said.

"Well it seemed like you all have had an incredible adventure and all of you acted like true heroes. Of course, we can't let anyone else know about aliens after all if there not ready for mutants one can just imagine what they would think about aliens," Xavier said.

"We know," they said.

"However why don't I reward you all with small vacation, no training tomorrow," the professor said. And with that, the children happily left the room.

"You know Charles I get the feeling that your not as happy as you let on," Wolverine said.

"The Highbreed were only making fuel for something. It also makes no sense to make the fuel on earth unless the machine to destroy all life as we know it is also on earth. The threat isn't over, in fact, it may have only just begun."

End

Well I have been wanting to write this for years. Also if your wondering why Ben teamed up with the Brotherhood its because him teaming up with the X-men right off the bat was cliché.