Ben losses to Vilgax, and is transformed when the Omnitrix is removed. This is a very AU tale of Ben's new life as a Atasian, or Highbreed. Also my first fic! Pretty sure nobody will read this, but if you have found your way to this fic then please leave ideas, constructive criticism, random comment, or nothing beause this was garbage that you wasted your important time on. If You feel that way, fine, but hate hurts. I worked hard on this and I'm proud of it. BenxReiny all the way!

Gwen screamed for Ben as the portal closed. Her Grandpa was soon at her side as she ran to where her cousin had just stood against one of the most fearsome people in the galaxy, and lost. She fell to her knees as if to search for the portal that Vilgax had opened. It wasn't until her Grandpa Max placed a shaky hand on her shoulder to draw her into his embrace that she truly broke down. Sobbing violently as Max rocked her. He didn't whisper any reassuring comments like "We'll get him back" or "Everything will be fine."

He couldn't bring himself to lie to her. Vilgax had won this battle, he had the omnitrix, but more importantly he had Ben.

...

Ben felt awful. His body was switching between waves of numb and pain, his mouth felt like it was full of cotton balls, his intestines felt full of ants, his head felt heavy on the outside, full of air on the inside, and his eyes could only see watery shapes that seemed to quiver like the ringing of his ears.

It felt like an eternity since he had awoken like this in a metal-walled room hooked up in a strange circular device. He couldn't make out if there was even a door on the wall he was facing! Panic rose in his chest as footsteps and voices came towards the room.

"No Tennyson," he thought to himself, "You're the hero. You can think of a way out of this. Alright? Okay! Now… the machine, which is probably a torture device, has me upright. Maybe I could break my thumb and slip out like in a spy movie? No, the cuffs are too tight, and I don't even know how to do that if they weren't. I can't use the omnitrix 'cause I'm starfished out... Can I even run like this? I can still feel the omnitrix so they didn't just saw my arm off or kill me, but why? Information? Ugh, if that's what their after I'm screwed."

Just as his thought trail ended the door he couldn't make out before mechanically slid open.

"Vilgeek."

"Tennyson, still such confidence. Do you even realize the situation you're in? No…" he chuckled, "Of course you don't."

"You'll never get anything outta me squid-face!"

"Please, I'm well aware you posses no useful information, but don't get me wrong, this will be torture." When Ben's glare only intensified he continued, "I could have merely done the procedure while you were asleep, but with all the trouble you caused me I think I deserve to see you in agony."

"You're gonna laser my arm off or something?" Ben joked, trying his best to put up a brave front.

"Unfortunately for you it's not nearly that simple." The fact that he had never seen Vilgax happier than this made Ben's skin crawl. "In order for the omnitrix to transform you the way it does it has fused itself to every part of your being. This machine," he tapped the circular contraption of doom, "Will remove it from you without damaging it. You, on the other hand," his smile grew even wider, "Will be Very. Much. Damaged." Ben finally let his fear show on his face as his eyes grew wide in terror.

Pleased with his work, Vilgax confidently turned, and strode out of the room. Just outside were the controls for the device Tennison was hooked up in and the scientists ready to turn it on. He stood in front of a viewing panel and gave the order to begin. Finally, the omnitrix would be his, and the brat would see first-hand what happened to those who opposed him.

Ben's heart was beating a mile a minute as the machine whirred to life around him. The waves of numbness and pain blurred together in a searing agony as needles entered him from different angles. Then the real pain started.

Vilgax nearly began laughing at the blood curdling screams that came from the boy as the machine did its job. Truly waiting for the child to wake up had paid off to a far more satisfying vengeance. He watched as the child began to mutate. The omnitrix came detached as Tennyson's muscles swelled then dissolved under tearing then sagging skin. The device continued to gently whir around Ben as his screams became alien. One half of his face grew crystal before falling off and getting replaced pulsing plant tissue. At some points he would resemble an actual species, but soon enough he was just a jumble of non-compatible alien parts. About three or four times he regurgitated large amounts of organs that were definitely not human, but very much his own.

When the omnitrix was finally fully removed the screaming stopped. It appeared that the disconnection had finally allowed Ben to go into shock. Yet, the violent mutations continued even with the machine now off. One of the scientists shuffled over to Vilgax with the omnitrix. He gladly took it, but his victory was briefly interrupted when the Scientist asked what they should do with the unstable ex-human.

"Dump him on the nearest planet to rot.", he replied before striding out of the room.

…

When Ben came to on the sharp, purple, slate he was back to the waves of numbness and pain. When he was finally able to adjust his eyes to the blinding sunlight he slowly began to inspect what he could of himself with as little movement as possible. He was met with angry muscles that stretched under pale skin. His transformation was now taking a definitive shape. His bones made sickening creaks and snaps as the took a specific shape unlike any alien Ben had ever seen. His hands and feet grew dark. Strange, sensitive, black spines protruded from the side of his face, and powerful flaps of flesh folded over his back.

The pain ebbed away as the transformation completed to the point where he was now able to sit up, and inspect his now gangly, yet powerful, limbs. He didn't know where he was, what he was…

"God, I'm only Ten!", he began to sob as he folded himself into a fetal position, "What if I never see Mom, or Dad, even Gwen and Grandpa Max. I'm gonna die in this freakish body, a-and nobody i-is ev-ven go-nna know…"

Congrats for making it to the end of chapter one!