Author Note: Hey guys! Aaron2014 here! I know this ain't an update of my other story but don't worry that one isn't dead. But hey I can supply you with another great story in the making! Anyways, enjoy this chapter!

Ultimate Spider-Man: Gwen 10 Chronicles

Written by Aaron2014

Ultimate Spider-Man © Marvel/Disney

Ben 10 © Cartoon Network/Man of Action

Chapter 1: Rise of Gwen 10

25,000 Light Years from Earth…

Deep in the far reaches of space. Near one of the edges of the Milky Way galaxy in an unknown charted vector of space, a bright bluish white nebula containing hundreds of shiny newborn stars illuminating in all of its glory. The light created by the stars glistened off the nebula gases creating a heavenly appearance. It all seemed relaxing and beautiful to look at. However, the peacefulness of the scenery was ruined when a gold colored spacecraft blasted by.

Its engines were at full speed nearly at 99% the speed of light. A trail of after burn was left behind as it zoomed through the nebula. The ship was similar in design to a space shuttle. However, it supported many wings around its body. There were booster engines on a few of the wings instead of just on the main body. Its appearance was bright gold with black highlights. On the sides of the craft was an insignia.

It was a red shape with six pointed sides similar to a star. This symbol is known as the symbol of the Nova Corps. Suddenly, a bombardment of blue energy blast shot out of nowhere towards the gold colored vessel. The ship took defense maneuvers and dodged each blast with ease. Inside the shuttle, were several Centurion-ranked members of the Nova Corps as well as a single Galvan from the planet Galvan Prime.

The Galvan are a race of bi-pedal, frog/amphibian looking beings. Even their eyes were similar to that of a frog. They stand at only six inches tall, but they are known for not their physical prowess but for their advanced intelligence. After all they are the smartest beings in the known universe. Galvans have created many highly advanced pieces of technology that have made their world a utopia of technology and peace.

Anyways, the beings in the shuttle are in a crisis situation. Massive arrays of energy based projectiles are being fired upon their ship by a large unknown vessel. The Nova Corp members were in panic mode while the Galvan sitting next to the captain was trying to be calm as possible.

"Captain Richard, the unknown hostile vessel is still chasing us." A female technician and co-pilot of the ship explained. She was swiftly typing on the small keyboard and monitoring the screens at a frantic pace.

The being she addressed was known as Richard Rider. He was known as one of the top operatives of the Nova Corps. Unlike most of his compatriots he was a human. He was a bipedal humanoid from the planet Earth, where he was known as "Nova the Human Rocket". Like the other members of the Corp, he wore a gold colored helmet made from Xandarian alloy where a red crest was situated above and between the eyes. His suit was a mixture of blue and golden yellow as three circles in the formation of a triangle were seen.

The Galvan next to him was probably one of the most important beings in the Milky Way. He was known as First Thinker Azmuth. He is known for being the smartest and highly advanced being on Galvan Prime and five other galaxies. He wore tight lime green space suit with a single bold black stripe going down his chest and back. His skin texture and color was wrinkly and grey to show his old age.

Richard stood up from his captain chair while the others below him went about their duties of getting the ship far away from the enemy spacecraft. He stared out the large window that overtook the bridge. Beautiful, swirling galaxies filled with colorful gases, planets, and stars lay beyond them in the far off distance. Richard rubbed his chin in deep thought. Thought by reflecting how he and his team had been put into this predicament.

His team was assigned in protecting Azmuth and his most prized and powerful creation that was resting in the cargo hold. It is the single greatest piece of technology ever devised in the entire universe. The device had a twofold purpose: it would promote interspecies understanding by allowing other beings to experience different ways of life, and it would also serve as a repository for the DNA of over a million different intelligent species, preserving them in the event that any of them should ever become extinct. It was dubbed the Omnitrix.

However, Azmuth also told that many evil and psychotic aliens wanted to use the Galvan's invention for malicious purposes. Some had even broken through Galvan Prime defenses and attempted to steal the Omnitrix by force. He immediately went to the Nova Corps for assistance to take him and the Omnitrix away where others wouldn't find him or his greatest creation. His thinking however allowed him to forget to answer his co-pilot which Azmuth voiced in his stead.

"Just keep outmaneuvering their energy blasts and get us as far away from them as possible." The Galvan replied in a grouchy tone.

"Hey!" Richard spoke up. "Who's the one in command here?"

"Apparently not you considering the situation at hand," Azmuth replied back in the same grouchy tone. "Maybe I should have asked the Guardians of the Galaxy for assistance in this matter."

Just as Azmuth finished his comment the ship shook violently as a stray energy blast hit the engines. The bridge filled with red flashing lights as loud alarms went off. It was pure pandemonium at the moment. Azmuth fell to the floor hard as two of the Nova Corps members were thrown onto the controls. Azmuth's tiny heart was pumping at incredible speeds and his mouth was wide open in terror. Richard walked up to the six-inch tall alien and helped him up before looking to his pilots. They slowly rubbed their heads in pain while getting back into their seats.

"Damage report!" Richard complied.

"Our main engines have been destroyed. The only thing keeping us going is our boosters." The co-pilot replied.

"The boosters don't have enough thrust to keep us away from the enemy craft." The head pilot stated.

Azmuth looked down at the tiled floors in grief. His most precious creation will soon fall into the hands of some unknown hostile beings. The universe is no doubt doomed. All of a sudden, the emerald suited Galvan brought his head back up in determination. His facial expression would show anyone that he had the will to win and would not stop until he did. He walked up the Nova Corp pilots looking at them and the computer systems.

"What is the hostile's ETA?" Azmuth demanded.

After some frantic typing the Nova Corp co-pilot replied, "At least two minutes, First Thinker Azmuth."

"Then there is still time."

Richard raised a brow in confusion. "Time for what exactly?"

"Richard, listen to me. I need you and your team to keep the enemy occupied while I take care of something." Azmuth said as he walked towards the door that would lead to the cargo bay.

"What are you going to do?" The captain asked again. Azmuth turned to the Nova Corp captain with a knowing look.

"I'm going to unload some cargo," He said simply before sprinting to the cargo bay.

First Thinker Azmuth quickly sprinted into the cargo bay. It was a vast empty space with only a few small metal crates. The emerald suited Galvan pulled the top off a crate and threw it aside. The greatest mastermind of the universe slowly pulled out a metal sphere. Using his amphibian hands he pulled it out of the crate and laid it on the floor in front of him. Without wasting another second, he pressed a button on the side of the spherical shaped probe.

The top of the metal folded back until it was a half sphere. A bright green light illuminated out of the probe. Azmuth looked inside to see the Omnitrix itself in all its glory. It had the appearance of a slick and slim wrist watch device. Its band white in the middle, green on the side and separated by two black lines. It had a black faceplate with two green stripes forming an outline for the hourglass of the intergalactic symbol of peace.

Azmuth picked up the watch-like device in his hands and touched the faceplate, which caused it to slide up revealing its core. He inputted a few commands before saying,

"Omnitrix, if you are to be found only work for a being that is worthy enough to operate you, a being that will use you as a tool for good."

The watch made a bleeping sound as the green light illuminated as bright as a sun. After a short moment, the emerald light died down while the faceplate slid back in place and turned blank. Azmuth quickly placed the Omnitrix back in the probe and pressed a button, causing the cover to seal back in place. The green suited alien picked up the sphere and sprinted towards an air lock. He placed the chrome sphere in a tube and closed the air tight door.

The Galvan stood back as the ship extended a tube from the hull. In a matter of seconds, the probe was launched out into space. It shot out at incredible speeds with a white light in its wake. The sphere containing its precious cargo disappeared into the distance. Its destination unknown as it hurled towards the inward wake of the Milky Way.

Just as soon as Azmuth sent out the probe, an explosion erupted from the door leading out of the bay area. He looked behind him quickly enough to see the cause of the explosion. From the smoke, Richard falls to the floor all battered and bruised but alive. Behind him, however, was another being.

The being was humanoid, hulking muscle mass with grey skin. He wore a black, overall-like outfit with a red trim. On his head was long, white hair, and a scar on his left eye. His eyes were black with red pupils, and he has two slits for a nose. In addition, he also has a black trim around his face. In his hands was an axe with a red energy blade while standing on what appeared to be a black hover glider. This was Sunder the Retriever, a bounty hunter known for hunting down and retrieving rare artifacts or individuals.

"Sunder the Retriever," Azmuth growled with distain.

"Azmuth," Sunder replied with a grin. "You're quite a tricky prey, aren't you?"

"Smartest being in five galaxies," Azmuth quipped before continuing. "What do you want?"

"Someone is paying me a hefty price to capture you. So I'm just doing my job."

This confused Azmuth. Wasn't this bounty hunter here to retrieve his Omnitrix?

"Why does someone want me? Wouldn't they rather pay you to retrieve my Omnitrix?"

Sunder hefted the axe onto his shoulder before saying, "I thought of that as well but didn't question it. If it's any conciliation I'd take you to my employer while I just collect the Omnitrix in good measure."

Azmuth smirked. "Well too bad for you. I already sent away the Omnitrix. You won't be able to get your hands on it."

Sunder growled before commanding his glider to speed towards Azmuth. The Galvan could barely react before he was caught in the grip of the bounty hunter. He struggled in his hands looking up at the grinning alien.

"No matter," Sunder said. "I'm sure Thanos was right to pay me to retrieve you."

This caused Azmuth to freeze with fear. Out of all the beings in the galaxy why did it have to be him?

"No," he fearfully whispered before speaking up. "You don't mean Thanos of Titan!?"

"Yep! He's got big plans for you, little Galvan."

"Hey!" a voice called out groggily causing Sunder and Azmuth to look in one direction.

There they saw Richard getting up but not without a struggle. The Nova Corps Centurion gave a glare at the bounty hunter as Nova Force energy surrounded him.

"You are not taking Azmuth. Not while I'm still breathing!"

Sunder grinned before placing Azmuth in a large containment capsule, strapping it to his side before pulling out his energy axe. "That problem can be solved easily."

Without a second thought Sunder sent out a blade of energy from his axe at Richard, who countered with an energy blast. The result caused an explosion causing Richard to shield his eyes. Before he could react, Sunder zoomed out of the smoke on his glider and smashed into the man. They zoomed towards the bridge where Sunder halted his glider, causing the Nova Corps member to crash into one of the monitors. He was shocked by the electricity in the computers causing him to slump a bit.

Sunder smiled in satisfaction as Azmuth looked in horror. Richard Rider was defeated by Sunder. The bounty hunter may have been a push over in the past but this shocked the Galvan to a great deal.

"Now that's taken care of," Sunder said to himself before pulling out a communicator. "Sunder to Dreadnaught. I've acquired the prize, teleport me in. Once there blow this ship to oblivion."

"No!" Azmuth shouted before him and Sunder teleported out.

Soon after, the ship known as the Dreadnaught focused fire on the Nova Corps vessel. Countless energy projectiles blasted the ship until the very vessel exploded from the onslaught. The ship and its crew were no more.

Several light years away, the pod containing the Omnitrix was speeding through the Milky Way. Its onboard computer then detected a nearby planet suitable to finding an individual to fulfill its creator's wish. The computer scanned the destination it was heading for. A level-two world, known throughout the galaxy called Earth.

Location: New York City, Earth

BEEP! BEEP! BEEP! BEEP!

The sound a teenage girl groaning was heard as she slammed her hand on her alarm clock. Once that task was complete, she rose from her bed with a stretch and a yawn. The girl in question was Caucasian with shoulder-length, blonde hair and her eyes were blue as sapphires. There she proceeded to her vanity mirror where she opened a draw taking what appeared to be a black hair band out and placing it on her head before brushing her hair just right.

After that she proceeded to her closet and pulled out her daily clothing for today. Stripping off her pink night gown and putting on grey pants, purple striped shirt and a white, long-sleeved vest shirt.

(Hmm? Oh! Hi there! I didn't know you guys were standing there. My name's Gwendolyn Stacy, but you can call me Gwen. As you can see I'm getting ready for school at the moment. While most kids don't particularly enjoy it, I try to excel at it. Helps when you're an A Honor Roll student like me working hard.)

"Gwen!" a feminine voice called from below. "Breakfast is ready! Come get it before it gets cold."

"On my way!" Gwen said before grabbing her backpack and making her way downstairs.

As she reached the bottom of the stairs, she saw two people in the kitchen. One was a man with grey-colored hair and trimmed beard. His eyes were the same color as Gwen's and he was wearing a white collared, long sleeved shirt and a red tie. The woman had the same colored hair as Gwen as well as the color of her eyes. She wore an ivory colored V-neck shirt as well as blue jeans.

(If you guys are wondering, these are my parents. The one on the left is my dad, George Stacy. He's the captain of the New York City Police Department. He's practically the best man on the force. The one on the left is my mother, Helen Stacy. She's a stay-at-home wife. Even though it's not that common these days, she doesn't care.)

"Morning, mom and dad!" Gwen said with enthusiasm before sitting down at the table.

George smiled as he lowered the paper down a bit, looking at his daughter. "Morning, pumpkin! Sleep well?"

"Yeah," Gwen said before her mother set down her breakfast and began eating.

"Anything happening at school today?" Helen asked as she was by the sink cleaning the dishes.

Gwen swallowed her food before answering, "Well there is a biology test today. Considering that's my best subject I know I'll ace it."

"Don't get cocky, pumpkin," George said. "I have a few rookies with that mentality and that mostly gets them in trouble. As I always say—"

"Think with your brain and not your gut," Gwen finished with an all knowing tone. "I know, dad you always remind me that and I always follow that lesson."

A honking sound was heard causing the Stacy family to look up. Outside they could see the bus ready to pick up Gwen. She immediately got up from her seat, placing her plate in the sink and grabbed both her bag and lunch bag. She then kissed her mother and father on the cheek before running out and waving to them.

"Bye mom! Bye dad!" she called out before entering the bus. Her folks waved back as they watched the bus head for their daughter's school.

The bus arrived at the school on time as usual. The school itself was fairly large, practically a three story building. On the grounds students were seen either getting to their classes or hanging out a bit before they started.

Gwen exited the bus and made a beeline for the entrance. She entered the school where other students were enjoying themselves. She made it to her locker and began putting in the combination for the lock. Once done she opened her locker and got the books she needed for first period.

(Well everyone welcome to my school, Midtown High. Quite a place isn't it? This fine establishment is where I have to stay for the next two years. Then it's off to college, no biggie!)

"Hey, Gwen!" a feminine voice called out.

Gwen looked behind her and saw an Asian girl with black-purple hair in the style of a long ponytail with a pink bow. She wore purple glasses, a white short-sleeved dress shirt with a purple skirt. Around her neck was a bell necklace similar to that of a cats collar.

(That girl calling to me is Nancy Chan. She and I have been friends since the start of high school. Like me she's an A-student, but she gets picked on quite a bit. Luckily she's got me to back her up when she needs it. She's also studying to become an animal doctor, mainly with felines.)

"Hey, Nancy!" She replied back as the Asian girl walked next to her.

"So you ready for the test in Biology?" Nancy asked. "Cause I believe I too will make a purrfect score on it."

Gwen laughed a bit at her pun. "You and your cat puns. Speaking of cats, how's Mittens doing?"

"She's great," the Asian girl answered. "In fact she'll be having her first litter this week I believe." This made Gwen swoon at the news.

"You're so lucky!" Gwen said before continuing. "Too bad dad's not good with cat dander or I would accept one of those kittens on the way."

Nancy nods in understanding. "You can come over when they're born and can help take care of them."

Gwen smiled. "That'd be sw—"

Suddenly, Gwen accidentally bumped into another person causing her to fall back and drop her books.

"Oh gosh!" a male voice said with a worried tone. "I wasn't paying attention! Are you okay?"

"I'm fine," Gwen said. "I should be the one apologizing for not loo—"

Gwen froze when she saw the owner of the voice. He was a boy around her age but slightly taller than her. He had short brown hair and blue eyes similar to hers. He wore a light blue collared, long-sleeved shirt with a white shirt under it. He also wore blue jeans and sneakers. Gwen blushed as in her vision, cupid-versions of Gwen were seen floating all around the boy.

(You all are wondering why I'm having a Valentine-related fantasy about this boy, right? The boy in question is none other than my crush, Peter Parker. You all probably think that he and I are friends right? Well that's a big wrong. Heck I'd be friends with him in a heartbeat. The truth is he doesn't know I exist. If the term dense was in the dictionary, he'd be the illustration for it. However I can't blame him considering he has eyes for another girl.)

"Here let me help you with your books," a feminine voice said causing Gwen to look to her left.

There was a girl around her and Peter's age helping pick up the books Gwen dropped. She had long red hair with green eyes and red lipstick. She was several inches shorter than Peter. She wore a black leather jacket over a pink hoodie and a white t-shirt keeping them tucked into her medium blue colored jeans with which she wore a large brown belt.

(This was the girl I was talking about, Mary Jane Watson. She's the head of the Journalism Club here at Midtown High. Considering she wants to be a journalist for the Daily Bugle, which is owned by that jerk that criticizes Spider-Man, J. Jonah Jameson. She's also been Peter's friend since they were kids. The luxury I didn't have. I didn't meet him till I first moved to Queens during the beginning of High School. She's lucky.)

"Here are your books," Mary Jane said handing Gwen her first period textbooks. Gwen smiled and took the books.

"Thank you," she said with appreciation.

"Not a problem," the red-head replied before asking, "Hey you're Gwen Stacy, right? The police captain's daughter?"

Gwen nodded. "Yep! That's me alright. How did you know?"

"I'm not the head of the Journalism Club for nothing." She said before pulling out a snipping from a newspaper. "I follow the stories of all news articles in the Daily Bugle. Besides Spider-Man, your dad is also a popular subject."

Gwen takes a look at the snipping and sees the article. It said, "Captain Stacy puts another villain behind bars once again!" She couldn't help but smile at that.

(That's my dad, for you! Always trying to help the city, even though he plays a small part in it. Plus with Spider-Man or any other hero here in New York it helps make his job easier. Regular villains are a piece of cake but the super-powered ones my dad leaves to the heroes.)

"Anyways," Peter spoke up catching Gwen's attention. "We've got to get to our first period. It was nice meeting you, Gwen!"

Gwen smiled and waved in a daze. "Yeah, it was nice meeting you two!"

As soon as they walked off, Gwen didn't stop smiling. After all this time, this was the first time that Peter ever made conversation with her in high school. She was all giddy on the inside at the moment. She then turned to Nancy and tensed at her expression, which was a smug cat-like grin.

"What?" Gwen asked.

"You know what," Nancy replied. "After all this time you finally got to talk to him. He now knows who you are, so now it's only a matter of time before you and I become part of his group of friends."

Gwen sighed. "Nancy, let's face facts. I'm just a girl he just met. Besides, it's going to be a while before we're included into his group anyways. If it took him this long to start talking to me, the group joining might take longer."

Nancy shrugged. "Hey, anything can happen. You just need the purrfect moment."

This cause Gwen to laugh. "You and your cat puns."

The school day ended like any other. Gwen and Nancy decided to walk home for today. As they walked through the city they noticed a broadcast from the Daily Bugle featuring J. Jonah Jameson. Gwen and Nancy frowned a bit what the middle-aged man was broadcasting.

"As you can see here folks, Spider-Man was at it again as crooks at a jewelry store attempted to steal priceless jewelry from the establishment."

The picture on the screen changed as it showed Spider-Man fighting common thugs who were firing at the superhero with what appeared to be energy-based firearms. It showed the wall crawler firing webbing at the crooks tying up a few before the others fired. Jameson spoke up again, continuing his report.

"Before the web crawling menace arrived, police had the situation under control. However, a few officers were injured in the scuffle, one being none other than our city's best officer, Captain George Stacy."

This caused Gwen to tense with fear. Her father was hurt fighting criminals. This made her worried immensely. She turned to Nancy, who looked as worried as Gwen.

"Nancy, I need to get home." Gwen said. "You think you can get home by yourself?"

Nancy nodded. "I can take care of myself. Just get home."

Gwen nodded before making a run for it down the street. It took her almost an hour but she was able to get back to her house. She didn't waste a moment before rushing into her home. She entered the living room and saw her mother and father, the latter having bandages wrapped around his forehead.

"Dad!" Gwen nearly shouted as she rushed to him. George smiled as his daughter ran up to him and put a hand on his shoulder.

"Hey, pumpkin." George said. "Don't worry I'm not too banged up."

Gwen looked to her mother. "What exactly happened?"

"Well," Helen began. "Your father and his team tried to stop the crooks robbing the jewelry store. Unfortunately, the crooks had them outgunned. A few officers plus your father got hurt in the process. Luckily, Spider-Man was there to help out."

Gwen sighed in relief. She was more thankful that Spider-Man was there to save her father. She was glad Spider-Man was someone willing to put past his own securities for the sake of others. If she ever saw the web swinger she'd give him a kiss as thanks.

"So how bad is the damage?" Gwen asked.

"Nothing too severe," George replied. "Just a mild concussion, I'll be up and about in a week or two."

"Until then, you're staying at home and being pampered by yours truly." Helen commented while wrapping her arms gentle around her husband's neck.

Gwen shook her head in amusement before getting up. "Well since you two are busy, I'm heading up to my room to finish up my homework for today."

Her parents nodded before Gwen left the room and up to her room. Once there she sat down at her desk pulling out several textbooks from today's lessons. Right now she was focusing on trigonometry. Not a hard subject for her but still not as easy.

Night came quickly as time went by. During that time, Gwen had finished her homework and stretched as she sat up from the chair. She then proceeded to her window opening it and looking up at the night sky. She could see a few stars but thanks to the light pollution of New York that's all she could see. She didn't care though, she loved looking up at the night sky time to time. Without hesitation she crawled out the window and gripped onto the top of the roof, where she pulled herself up onto it. She then sat looking up at the night sky enjoying the view.

(So there you have it guys, the time and wonders of my normal life. Not exciting as the heroes you see on television right? Still though, I was thankful that Spidey was able to save my dad from those crooks. Though I kind of wish I was there to help out dad. Be a hero like him and Spider-Man. I just wish I can help people just like them.)

Suddenly, a loud thunder sound coming from the east caught her attention. She turned to the right to see something extraordinary. Narrowing her eyes, she saw what appeared to be a shooting star. The fireball soared through the sky at incredible speeds with a wake of white light and flames behind it. It was zooming out of the clouds and appeared it was going to crash and make contact somewhere in Queens, hopefully away from civilian populations. It was an amazing sight.

"Whoa," Gwen said. "A shooting star!"

The moment she said that, the burning object immediately made a right angle, which should have been impossible. The angle, however, was pointed into the direction of Gwen. Her eyes widened in horror as the falling projectile was encroaching faster towards her location traveling thousands of miles per hour.

(Okay that isn't normal or good!)

Gwen immediately ducked for cover. She knew this wouldn't work but now she was waiting for the inevitable. She waited for the explosion or shockwave the meteorite would cause but strangely never came. A soaring sound was heard as it passed overhead causing the blonde teen to look up from cover. There she saw the object soar over and crash land nearby, where a minor flash and sound of a large impact as well.

Gwen sighed with relief. She was glad she and her family weren't made into corpses by a space rock. The idea of that happening scared her, but she and her family were alive and well and that's all that matters. There was one mystery though that needed to be solved.

(Okay, guys lets recap. First, a meteorite falls from the sky. Second, it somehow was able to change its directional path immediately without any outside force aiding it. So that begs the question, what was it really? Cause that was no regular meteorite just now.)

Gwen looked in the distance where the supposed meteorite landed. She could see smoke in the distance signifying that is landed in one of the nearby parks. She knew what she had to do.

(I think it's time that we investigated this matter.)

Without wasting a moment, she rushed to her window. She then proceeded out the back door, quietly enough not to wake her parents. Once outside, she rushed into the direction where the object fell. Wasn't hard to track considering the smoke signal it left behind.

A few minutes later, Gwen arrived at what appeared to be a local dog park. It was quite large but not nearly the size of Central Park in the city. That wasn't the concern to Gwen at the moment, right now was the sight before her. Several meters away from her was the rim of a deep and considerably wide crater. Smoke and small flames arose from the ridges of the hole in the earth. Black clouds arose in the air and dissipated into the breeze. Something like this wouldn't take the local law enforcement to investigate.

She slowly walked up towards the crater and looked down. As the smoke began to clear, her blue eyes widened at the center. She gazed upon in wonder, excitement and curiosity at the object that lay in the center of the hole. It appeared to be a chrome colored sphere. Half of it was lodged into the ground while the other half was left in the open air.

"What is that?" She said out loud.

She carefully descended into the crater, letting her feet slide down the steep angle of the hole while her hands dug into the dirt to keep her steady. Through her hands she could feel the temperature, at the moment it was hot but not too hot. After a short moment, she finally arrived at the bottom of the deep crater. A little bit of smoke was still arising from the ground and the actual sphere itself.

Gwen knelt down before the metal ball in front of her, inquisitiveness overtook her senses. She was trying hard to figure out what this object could be. It appeared to be nothing more than a metal covered ball. It had no circuitry, wires, or any sign of technology on it. At first, she thought it could be something experimental that NASA made or some satellite falling from the sky. But it didn't appear to be anything like a space satellite or anything on Earth for that matter.

"This is so weird."

Gwen then saw something that caught her eye. On the right side of the sphere was a small grey button that blended in with the coloring of the probe. If the sphere had launched itself any deeper into the ground she wouldn't have seen it.

"Hmm…a button…I wonder." She extended her hand to press the button. At the same time, her heart was racing like crazy and sweat was falling from her forehead. She was a bit nervous about pushing the button because there's no telling what might occur. "Please…for the love of God, please don't explode…or have a facehugger, I'm not picky."

She closed her eyes and gritted her teeth hard before she finally pressed the grey button. She could hear gears unwinding and a strange electrical noise being made. When the sound stopped, she opened one eye to see that the top of the sphere had somehow folded in on itself. All of a sudden, she heard a bleeping noise as a bright green light illuminated from the sphere. She figured it was about to explode now but for some reason it didn't.

She then decided to stop cowering and look into the sphere. A bright emerald light continued to shine out of the probe. Being as curious and eager to know what's inside, she steadily walked towards the ball. She looked down to see a peculiar and unexpected surprise. The object inside, the source of the light was nothing more than a wristwatch.

"A watch? What the heck is a watch doing in outer space?" She complied to herself.

She studied the watch-like device for a few moments. Its band was slim and slick with white in the middle, green on the side and separated by two black lines. It had a black faceplate with two green stripes forming an outline of an hourglass and also the source of the green light. All in all to Gwen, it looked like a really classy cool watch even though it did fall from the sky.

However, it could be alien in origin considering it fell from outer space. Heck she heard a few news casts about the Avengers going up against extraterrestrials time-to-time. This could be important.

She extended her left hand into the sphere to pick up the watch. Suddenly, the light illuminating from the faceplate of the watch shined directly on her. Her left hand was still extended towards the watch while instinctively shielding her eyes with her right arm. She heard the watch make another strange beeping sound before something else happened.

Unexpectedly, the watch jumped at her like a flash of light. Its band opened as it clamped itself onto her left wrist. She was in full panic mode at the current moment. She watched as the band sealed itself closed and bonded itself to her wrist. Gwen instinctively tried to pull it off.

Her eyes were shut tight as her teeth gritted onto one another. She could feel the blood rushing to her face while veins in her arm poked out. All her arm strength was going into getting the watch off. Not that she had a lot of arm strength.

"WHY YOU! Get off…of…me!" She shouted.

She then suddenly lost her balance and fell to the ground landing on her bottom. She sighed as she looked at the watch that was now stuck to her. This thing was more stubborn than the jocks at her school.

"Great," she said as she got up from the ground and climbed out of the hole. As soon as it made it onto the street leading back to home she continued, "What do I do now? This stupid thing is stuck to my wrist."

"Wait!" She exclaimed as she had an idea. "Dad's got some tools I could use to help me get this thing off."

Without hesitation, Gwen then started making a run for it back home. All that mattered now was to get the watch off of her wrist. Though the questions still ran through her head, why did this thing attach to her wrist and why won't it come off? The questions were put on standstill as she saw the driveway of her house.

She ran up to the side door which led into the house's garage. There she picked up what appeared to be an ornamental rock with a false bottom. She pulled a key out from under it, unlocked the door and quietly entered the garage.

She closed the door behind her so that no one would see her work. She didn't waste time in finding her father's tool box. Gwen then undid the clamps on the lid and swiftly sorted through the mixture of tools. She pulled out a flathead screwdriver, a handled saw and a pair of pliers.

(To the children and teens watching this, don't try this at home.)

Gwen tried the handled saw first. She went back and forth across the back of the band as quickly as possible. She sawed faster and harder than any lumberjack could. However, her attempts again proved futile. The sharp edges of the saw didn't even make a scratch on the band. In fact, it surprisingly dulled the triangle, serrated edges clean off. This made Gwen's eyes widen a bit in shock.

(Hopefully dad doesn't find out about this.)

She then tried the flathead screwdriver. At first she thought she was making progress, however, that wasn't the case. She tried to wedge the screwdriver under the band but unfortunately she couldn't get it through. It was like the band was now part of her skin.

Gwen groaned as she sat down on the workbench stool placing her head on her forehead. This was some day, it started out perfect but now it ended in craziness.

"This is just great," She groaned. "This stupid watch is stuck to my wrist and I can't do a thing about it. I just wish I knew what it was."

"Voice command recognition accepted," a sudden monotone, but familiar feminine voice spoke.

This caused Gwen to tense and look around erratically. She looked around for the owner of the voice but didn't see them. However, she did notice that the watch on her wrist was blinking along with a beeping sound, this cause the blonde teen to raise a brow in confusion.

"Did you…just talk…in my voice?" The girl asked in shock as it replied back in her voice.

"Voice command recognition accepted," it repeated. "Beginning playback message."

Suddenly, the faceplate of the watch began to glow and sent out a beam of light in front of her. Gwen watched in awe as the beam of light formed a hologram of a being unlike she's ever seen. The being in question was a bi-pedal, frog/amphibian looking being. Even his eyes were similar to that of a frog. He wore tight lime green space suit with a single bold black stripe going down his chest and back. His skin texture and color was wrinkly and grey to show his old age. It didn't take long for the being to speak.

"If you are seeing this message, that means you've found my Omnitrix," he said in a grouchy tone.

Gwen raised a brow. "Omnitrix?" she said in confusion. The being then continued to speak.

"I am First Thinker Azmuth of the planet, Galvan Prime. I am known to be the greatest mind in three to five galaxies."

(Boastful, isn't he?)

"In your possession," he continued. "Is my greatest achievement the galaxy has ever seen, a device that will bring intergalactic peace and understanding of all sentient life, the Omnitrix. This device will allow one to actually walk in the footsteps of another intelligent alien species. In simpler terms, it allows the user to become that species itself, allowing them not only the understanding of that form but also gaining the powers and abilities of that species."

This made Gwen's eyes widen and smile in amazement. A device that can allow one to turn into different kind of aliens, that made Gwen feel giddy on the inside. Her thoughts were interrupted when Azmuth continued.

"Unfortunately, those of evil intent got wind of my greatest creation and tried to take it for themselves. I knew I couldn't let them get their hands on it or the universe would have been doomed. This is why I placed the Omnitrix into a pod, sending it out into space in hopes they would never take it. I don't have much time so I leave you with this important information about my creation. The Omnitrix is a tool for peace, not a tool for destruction or weapon for evil. If you have this belief then I kindly leave it in your care.

Also inside the Omnitrix is a specialized instruction manual for the basic functions of the device. All you have to do is give a voice command to allow access to the manual. It should be fairly easy. Good luck current barer of the Omnitrix, we shall meet in due time."

The message then cut off and the hologram disappeared as the light faded from the watch. Gwen looked down in wonder at the watch. To think that this little wrist watch was the most powerful device in the entire galaxy. If anyone with ill intent found out about it, she'd be hounded after until they gotten it.

(Wow! To think I've been placed with a major responsibility. Sure it was by random occurrence but I'm not complaining. Okay he said that I had to say a voice command to access the manual. Should be simple enough, right?)

"Alright…here we go," she said aloud to herself. "Omnitrix, voice command access instruction manual."

The faceplate of the watch blinked in a green light and gave a beep before saying, "Voice command recognition accepted. Opening Omnitrix instruction manual."

Once said, the faceplate glowed again and a holo-screen appeared before her. She looked at it in amazement as she began reading the instructions. This sort of tech was similar if not more advanced than Stark Industries.

"Alright," she said to herself aloud before reading. "To use the basic function of the Omnitrix, press the faceplate to open the alien form selection. Choose the alien you wish to turn into and tap the faceplate again to expose the core. Once exposed, press the core down and the transformation will commence. Also while in any form, slam the dial where its exposed to either switch forms or revert back to original form. Seems simple enough."

(I know there was some other stuff to read but I want to try it out first. At least they'll be a good read for later.)

She turned off the instruction manual before making her way to the backyard. She may want to try out the Omnitrix, but she wasn't going to transform in her house, too much risk of her parents seeing her.

She exited out of the backdoor and went far enough into the yard away from the house. Once there, she then tapped her finger on the faceplate of the Omnitrix, causing it illuminate a bright green light. A couple of seconds later, a green hologram projection was emitting from the Omnitrix. It appeared to be a humanoid figure covered in fire and its skin looked like it was consisted with magma. Bewilderment piled in the teenage girl's mind by each passing second.

"Cool! I wonder what this one can do."

She then tapped the faceplate selecting the alien she wanted. Next the faceplate slid up and the core popped up exposing itself. Slowly she raised her free hand over the raised core. Her blue eyes were wide with curiosity and anticipation. When her hand first touched the core she immediately started pushing down. As soon as the core of the Omnitrix had been fully pushed back into place an incredible event took place. All of a sudden, a bright greenish-white light illuminated the backyard. She couldn't do anything but close her eyes from the high intensity of the light. That was the least of her concerns. Time began to slow down to nanoseconds as she felt a strong, powerful and tingly sensation spreading though every millimeter of her body.

She could feel an extremely hot sensation overflowing across her. She felt her skin being replaced with something like hot magma rocks. It didn't stop there. Her nerves picked up on some kind of blaze encasing her form. It felt like her blood had been replaced with molten lava. In reality a second passed by, but it felt like ten minutes to her. She could sense that the bright light died down.

"Heatblast!" She shouted out. A moment later, a look of confusion adorned her face. "Okay? Why did I just shout that out loud?"

She then immediately took notice that her voice had changed. It sounded deeper and had a hint of charm in it, similar to what she would sound like if she were older. She then looked down at her hands to an amazing sight. Her hands were on fire. Her skin was composed of brown and red rocks with lava appearing to be inside. Her insides felt extremely hot. Her feet had shifted into a slight oval like design with only two toes and one back toe. She then went to the garden pond to see her reflection. To her shock, Gwen's head and every part of her body were made up of fire. She looked like a magma-based monster that one would see in comic books. Except this one appeared feminine with a somewhat hourglass shape and two pieces of rocks appearing similar to a bust, and in the center of her chest appeared to be the dial of the Omnitrix with its green hourglass symbol.

"Whoa," she spoke aloud to herself. "I'm…hot, literally in that sense!"

(I know that was a bit corny, but give me some credit guys…)

She looked at her hand to where she concentrated a bit before a fireball formed in her four-fingered palm. "Now that is cool!"

Not wanting to burn anything, she immediately dismissed the fireball and look up a bit in the sky. An idea popped up in her head before looking at the ground. Without hesitation she pointed both palms at the ground below her. Her palms glowed bright with heat as the ground around her began to crack before lifting up with a billow of fire. In her amazement she was now lifting up high into the air thanks to her pyrokinesis mixed with what appeared to be mild terrakinesis.

"This is even cooler!" she exclaimed before she and her new platform took off into the air.

Gwen whooped and hollered in joy as she soared in the air on her fire board. She even did a few tricks she never thought she could do but in the end she was successful and having fun. As she soared in the air, she took in the beauty of not only her neighborhood, but the city itself. This made her feel at peace.

"Man this is something," she said aloud to herself. "This can't get any—"

Her moment was broken as the sound of a burglar alarm caught her ears. She looked down at the street seeing a nearby pawnshop being raided by thugs. Gwen then willed her board down on top of a building not too far from the pawnshop. There she saw that they were packing the same weapons she saw earlier on the news. In fact, she had a look and saw they were the same criminals that were caught.

"Those are the crooks Spider-Man caught earlier today!" she said out loud but not too loud. "How the heck did they get out of prison?"

She pondered on what to do about this. She then realized one thing she forgot. She was a super-powered alien right now. She could bring those crooks back to prison where they belong. That'd be something that her father and Spider-Man would do. She then got up with a smirk on her face knowing how this fight will turn out.

"Time to bring the heat," she said before jumping down to the streets.

The thugs at the moment were too preoccupied with gathering whatever they could, money, jewelry, weapons, anything that was of value. One crook out of the rest was different. He wore a street gang-type outfit with a black vest-jacket, goggles and fingerless gloves. Another aspect of him was that his head was bald with no sign of hair whatsoever. His eyes were brown and at the moment narrowed. On his back what appeared to be a gun-like weapon with a storage tank attached to it. The man smiled with an evil grin.

"Pick it up, boys!" he ordered. "The boss wants us to have some funds coming in. So let's not stick around long enough for the cops to show."

One of the lowery lackeys raised a brow at the ring leader. "Really? You had to say a glue pun?"

The leader narrowed his eyes before pointing his gun at the lackey before firing a glob of light-yellow substance at the crook, causing him to cling to the wall on the far side of the room. This caused the other lackeys to laugh at their partner's predicament, before their laughter was silenced at the leaders glare.

"Quit screwing around!" he shouted. "Let's grab the loot and go!"

"You're not going anywhere," a charmed feminine voice said.

This caused the crooks to look at the entrance to see Gwen standing there with a glare. This freaked out a few of them considering she looked like a fire monster, however, the ringleader wasn't too impressed.

"What do we have here?" The leader asked. "A fire mutant sticking its nose where it doesn't belong?"

This made Gwen raise a brow in confusion before furrowing it in minor anger. "Mutant? I'm no mutant, baldy! I'm an alien."

This made the leader shrug. "Sure, and I'm E.T." This made the other thugs chuckle at the joke.

Gwen then took a look at the leader before her eyes widened in realization. "Hey, I know you! You're one of the Frightful Four, the Trapster!"

Trapster grinned at the mentioning of his name. "Looks like my reputation has stuck around."

(For those of you who don't know, that's Peter Petruski, aka the Trapster. He's on a team consisting of three other super-villains. There's Wizard, master of high-tech gadgets. Klaw, the villain made of living sound. Thundra, ruthless warrior woman from an alternate future timeline…don't ask. And finally there's Trapster, genius-level chemist who uses glue as a weapon. Yeah, he's practically the lamest of the three.)

"So who are you supposed to be, freak?" Trapster asked. "Some knockoff wannabe of the Human Torch?"

"Nope," Gwen said. "The name's Heatblast and I'm here to make sure you crooks are sent back to jail where you belong."

"I ain't going back to the big house," Trapster said. "You, on the other hand, can just stick around!"

He then pointed his weapon at Heatblast, who tensed as he fired his weapon at her. A glob of glue shot out before sticking to her feet, causing her to stay in place. This made her lower her brows in a frown. Trapster laughed at the sight.

"Looks like you're in a sticky situation!" Trapster said with a laugh.

His laughter, however, was cut short at what his saw. There at Heatblast's feet, the glob of glue keeping her to the floor immediately hardened before it cracked and fell apart, freeing the female fire alien from her bind. This made her grin at Trapster, who looked at her in fear and shock.

"Hey genius," she spoke up. "You should know that glue and fire don't mix. And here I thought you were supposed to be a genius-level chemist."

"Waste that freak, boys!" Trapster ordered.

In no time, the thugs pulled out their guns and opened fire on Heatblast. She covered her face with both arms as bullets flew at her, hitting her multiple times. Thanks to her rocky body the bullets did little to no damage as they bounced off of her. The firing stopped as the crooks looked at her with shock. She lowered her arms before giving them a smirk.

"Alright, boys, my turn!" she said before making fireballs in both hands.

She threw her palms out in front of her causing torrents of fire pointed at the crooks. They recoiled as the fire hit each of the weapons, causing them to glow with heat before melting into slag. They looked at their destroyed weapons before looking at the fire alien.

Heatblast gave a smirk before saying, "If you can't stand the heat then get out of the kitchen."

The thugs then tried to make a break for it out the back, but they weren't quick enough. Heatblast gathered fire in her palms before cutting them off from the back exit with a wall of fire. The group of crooks looked behind them as Heatblast smirked at them. She then grabbed a few bars of metal, welding them together before looping it around the group binding them. She then welded the metal shut keeping them permanently bound.

She then kicked the crooks down, causing them to fall over on their side and roll out of the pawnshop onto the street. She then turned her attention to the wall of fire she made before pointing her palms out in front of her in the direction of the fire. Suddenly, the fire seemed to be sucked into her palms before it was permanently put out. She smiled at her progress before looking around for Trapster. Unfortunately, there was no sign of him, signifying that he got away during the fight. She sighed in frustration.

"That really burns me up." She said to herself aloud. She heard the sound of police sirens and looked outside to see officers getting out and surrounding the bound crooks. "Time for the moment of truth."

She immediately walked out of the pawnshop only to be surrounded by the police. Guns were pointed at her, even though her current form was bullet proof. She, however, decided not to make things worse and just raised her hands above her head. She then noticed one officer different than the rest walk up to her.

The officer was a woman and unlike the others she was wearing different attire. She wore an unbuttoned, purple dress shirt as well as a matching color skirt and light pink shirt. Her hair was black and tied into a ponytail. She had brown eyes, which were narrowed in a questioning glare on her face.

(Wow…I never thought I'd meet with her tonight. For those who don't know that's Detective Lieutenant Terri Lee. She's part of the same department my dad works in. She's no pushover considering she's one of the best lieutenants on the force. From the looks of things I think she's doing overtime.)

"What do we have here?" Terri said looking at Heatblast.

One of the offices answered, "Saw it coming out of the pawnshop, ma'am."

"Her," Heatblast replied begrudgingly. "I'm a girl not a thing."

"What were you doing while the robbery was taking place?" Terri said interrogating the fire alien.

Heatblast jammed a thumb in the direction of the crooks. "Stopping them. Their leader, Trapster, got away unfortunately. I'll get him next time. Oh and before I forget, you're welcome."

Terri didn't say anything but turned to her fellow officers. "Tell the station we need a trailer to haul these crooks to prison so we can get them unbound." A few officers nodded before walking to their squad cars to call it in. Terri then turned back to Heatblast. "Guess you're a new hero then if you stopped those crooks. Got a name?"

The feminine alien smiled. "Heatblast. Sorry I can't stick around but even heroes have curfew." Just a few moments, her fire board landed near her feet, allowing her to get on and wave at Detective Terri. "Till next time, officer." With that she zoomed up into the sky before disappearing in the distance.

It didn't take long for Gwen to make it back to her house. Once she arrived, she landed the board back down in the area where she pulled it up. It fitted back in place as if it never left the ground. She began walking back to her house but immediately stopped when she looked down at herself, realizing that she was still in alien form.

"Almost forgot about that," she out loud to herself. "Okay…if the instructions were right then all I have to do is think about my original form and then…"

She then immediately slammed down on the dial on her chest. An intensely bright emerald light flashed before her eyes. In microseconds time she felt the extreme heat in her body immediately disappeared. Her height declined until it returned back to normal. Within a second the light disappeared.

Once opening her eyes, Gwen looked herself over. Surely enough she was back to her original human form. She looked down at her left wrist to see the Omnitrix back in place as if it never came off. She smiled a bit before walking into the house.

"I think you and I are going to get along just fine." She said to the watch on her wrist, which beeped a bit to signify a reply.

Unknown to Gwen at the moment, the dog park she was at earlier was crawling with people. They were wearing full body black suits and a symbol on their shoulders to what appeared to be a falcon or eagle in a circle. One of them, however, was in front of the crater that the pod containing the Omnitrix was at.

The person was an African-American male with brown eyes, with a black moustache, and was completely bald. He wore a black shirt with a black coat and an eye patch over his left eye. This was Nick Fury, director of S.H.I.E.L.D.

An hour or two ago, the S.H.I.E.L.D. satellites detected a UFO falling to Earth's atmosphere where it landed in a local neighborhood dog park. Luckily, no civilians were in the vicinity of the object's impact. That begs the question at the moment. What had landed and what its purpose was?

"Director Fury?" a voice called out catching the man's attention.

He looked behind him to see a Caucasian man in similar attire as the other S.H.I.E.L.D. agents. He had a muscular build, short brown hair and blue eyes. On the left-side of his chest of his attire was the S.H.I.E.L.D symbol. This was Phillip Coulson, an agent of S.H.I.E.L.D. and Fury's right-hand man.

"What have we got, Coulson?" The director asked as his right-hand man walked up next to him.

"Our research team has been studying the pod," the agent informed. "It's made with a metal not native to Earth. The possibility of it being extraterrestrial in origin is highly likely."

"Was there anything in it?" Fury asked with a raised brow.

"Nothing, sir." Coulson replied. "It's unknown if it contained technology or a life form. However, that's not the only thing." Coulson up a data pad showing what appeared to be local reports. "There was a police report earlier about a fire creature stopping a robbery an hour or so ago."

"Anyone injured?"

Coulson shook his head. "No one except the crooks, however, during that time our team was detecting a high level energy signal originating in the area where the creature was. Whatever it was, it was giving off a lot of power."

"Can we track it?" Fury asked.

"Possibly," Coulson replied. "However, the signal disappeared before we could track it."

Fury at the moment was in deep thought. Whatever that creature was only went after the crooks and didn't harm any civilians or local law enforcement. Even though it wasn't human, it decided to help out when it didn't need to in the first place. That sounded like the qualities of a hero, something he needed for the future team he was assembling.

"Have our team keep an eye out for the energy signal," Fury ordered. "Who or whatever that creature is could be useful for our project."

"Are you sure, Director Fury?" Coulson asked.

Fury then turned to Coulson with a mild smirk. "I'm pretty sure, Agent Coulson."

That's the end of this chapter! Hope this made you guys psyched about the next one. Not to spoil anything but the next one involves our super-powered shape shifter meeting up with our friendly neighborhood Web-Head. Stay tuned!

Next Chapter: Great Power