Hey guys how's it going?

Here's a new cross over I hope you enjoy

More details will come later.

Enjoy

I don't own Ben 10 or the avengers they belong to their respective owners.

Chapter 1 a hero's world shattered

Ben Tennyson thought he would be ready for what comes at him, he has fought against criminals, alien invaders, warlords and even an inter-dimensional god but nothing would prepare for the one day it happens.

The day he fails and lose everything.

It happened 6 weeks ago when he receive an alert and he went into hero mode to miss out on a family meeting, but what he didn't know it was the last time he was going to see them alive.

It turned out that Vilgax tired of losing to Ben decided he was going to defeat him once and for all and he wasn't alone, he had form an alliance with Malware, Eon, dark-star and Albedo and they launched an all-out attack on Earth.

The plumbers and the military combine their forces and stood their ground, they managed to captured dark-star and send him to the null-void with the help of Charmcaster who has decided to help them out, Albedo tried to beat Ben but got his ass kicked and taken away to a jail designed for him. But Eon gave them a little trouble he used his time powers to kill a lot of people to draw Ben out even killed Will Harangue who called Eon a Ben clone which he so despised for being called like that and he blasted him with a powerful time blast that literally turned him to dust. Ben, Kevin, Gwen and Charmcaster arrived on the scene.

They use their speed to dodge Eon's attacks and it worked that is until Eon had enough and decided to channel all of his powers to kill Ben in one shot and fired, but he didn't count on Ben to turn into Feedback who then absorbed the attack and then send it right back at Eon with the twice the power and it did some really heavy damage on him his armor was rusted away including his helmet, leaving him in his pants. Eon enraged tried to fire another shot at Ben but he can't, Ben's attack made him in a way short circuited meaning he can't use his powers, pissed he charged at him only to tripped on Kevin's leg and fell to the ground, then Kevin slapped something on Eon's back and it was cloaked so Eon can't see it, then Gwen and Charmcaster combined their powers to send Eon back to his timeline with Kevin's surprise.

When Eon returned the device uncloaked to reveal a mini Chrono-sapien Time Bomb which detached from Eon and grew in size and then it exploded destroying Eon's timeline and taking him with it.

With Eon gone for good, the others can focused on the other attacks just then Ship came by in flight mode and he sounded very distressed and when Ben asked him "what happened?" Ship told them that Malware attack him and Julie and she was killed after she told him to escape to warn him. In that moment Ben was pissed and not like regularly pissed, he was 'the punisher' pissed.

Ben then told Gwen, Kevin and Charmcaster to go find Max and give him back up, Gwen wanted to stop him but Kevin grabbed her arm and shook his head telling her not to get in his way. After they left Ben used the Ultimatrix and changed into Feedback again and this time Malware was going to pay big time.

Ben searched for Malware until he found him at a power plant absorbing some electricity.

"You crossed the line Malware!" Feedback said in anger.

"So killing one person you care brings out your anger, interesting I wonder what if I killed your loved ones?" he said with a cruel chuckle.

With those words Malware just signed his life away as Feedback launched an attack on him.

Malware tried to counter with a charged up blast from his hand cannon but Feedback absorbed it and fired it back at him, then Feedback absorbed some power from the sub-stations to increase his powers and then fired one of the biggest energy blast that anyone has ever seen in a form a huge bright light that can be seen for miles after it died down, Malware was wobbling trying to balanced.

"No … it can't be … I'm been defeated, I need to extract my revenge, I need to-." But Malware was silenced forever as Ben went Diamondhead and stabbed Malware right in his techno-organic heart and he melted into a puddle and the red lights on him went out.

In other words he was dead.

After that was over he turn into Jetray and went to find the others. He flew in the sky looking for them when he heard a big explosion.

He flew to the source and what he found shocked him to his core.

His house was in pieces and on fire, Ben felt a dreadful feeling inside and it only increased when he saw something walking out of the fire it was Vilgax and in his hands were his mom and dad and aunt and uncle and the most shocking was Gwen and Kevin all lifeless.

Ben felt two things inside sadness and rage. Sadness for losing his best friend and family and rage because the monster in front of him took everything he hold precious.

Vilgax then let a loud cruel laugh as dropped the bodies and walked towards Ben. "Well, well, looks like I have took everything from you Ben Tennyson, my allies have took everything from you and looks like I have broken your spirit." "Any last words before I destroy this planet?" he said in a boastful voice.

What he didn't know he just sealed his fate, Ben was shaking in rage for what Vilgax did and now the restraints on his anger were removed, all hell breaks loose.

"I got some for you Vilgax, I'm not going to stop you, I'M GOING TO KILL YOU BASTARD!" Ben shouted with anger and venom in his voice.

"How are you going to do that?" said Vilgax.

"LIKE THIS!" said Ben as he turned the dial and slammed on the watch.

There was a flash of green light surrounding Ben and went it dyed down in Ben's place was a robotic humanoid, his body was green and white with some black, and he has large cylinders on his arms near his wrists that are full of a green energy with dark green bubble-like spheres, and these spheres constantly move on, he has the same energy on his Omnitrix-shaped chest. His mouth doesn't move when he talks and his head is a pointed, armored helmet and has the symbol on his belt.

"Atomix!" said Ben.

Vilgax was surprised by Ben's new alien and then boasted "Any alien you turned into won't help you, nothing you can do can stop-." Then he got a right hook punch from Atomix that sent him flying. He crashed landed in a field far from the city and Atomix flew to him and hovered he had a dark expression on his face.

He then spoke in a righteous voice but with anger laced in his words "Time to deliver a hammer of vengeance!"

He then began chanting for an attack, he then appeared behind Vilgax and finished chanting and then yelled out.

"NUCLEAR WINNER!"

Then there was a huge energy explosion followed by a huge flash of light, it dyed down to reveal a huge-ass crater and in the center was Vilgax burned, bruised and most of his armor and gear destroyed leaving his sword in the ground near Atomix who landed after using his attack and made a mental note to use that as a last resort. He hit the symbol on his belt and changed back into Ben who then walked slowly to his enemy and stopped a few feet from him.

"Ok Vilgax I'm going to give you two choices, one is that you surrender, the plumbers take you away, all of your powers are taken and your gears as well and you will be never be allowed to come after me or anyone again. Two you stay and face your fate." He said and left the threat hang in the air.

"This is the last time we see each other and if you choose to leave never cross my path again goodbye Vilgax." Said Ben as he walks away.

Vilgax had never been so humiliated one his greatest enemy had beaten him, two he was going to captured by the plumbers and three his enemy had the nerve to leave and he wasn't having it.

In split-second Vilgax grabbed his sword and leaped yelling "Ben Tennyson!" at him with the intent to kill.

Ben heard Vilgax and with a deep breath he turned the dial for an alien and hit it, not before saying "I warned you." And he changed into Heatblast.

Heatblast turned around and fired the biggest blast of fire anyone has ever seen and it engulfed Vilgax as screamed in pain.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" he yelled as he was being completely incinerated, when the fire ball dyed down Vilgax was completely burned like charcoal and then the wind blew him away in pieces.

Heatblast was catching his breath and saw that Vilgax was now dust and was being blown away to the winds and for the first time Heatblast realized what this means.

Vilgax was dead.

But then he went on his knees and the watch time-out and felt something wet on his cheeks, it was tears Ben felt like his world was shattered, he lost his best friend, cousin, his parents and aunt and uncle and his girlfriend and he felt pain within his heart and soul as he allowed his rage to take control and even though he won against his enemies it came at a heavy price.

He then heard a horn coming from behind him, it was the rust-bucket and out came his grandpa Max, Charmcaster, Ship and few other plumbers, when Max saw Ben he felt sadness for grandson and Ben ran up to him and hugged him and returned the gesture, Ship nuzzled his leg to comfort him and Charmcaster joined in the hug as well and everyone knew that Ben 10 won't be the same again for a long, long time.

About a week passed and the Earth was slowly patching itself up but in one place a service was being held.

In Bellwood there was a service held for Ben's family, everyone including the plumbers came to pay their respects and offered their condolences and hoped that Ben will get better.

The physical wounds are easy to fix, but the mental and emotional ones will take the longest to heal.

Ben was staying in his house after he used his aliens to fixed it up and needed to be alone for a while, Max respect his wishes and told Ben where he is at, when he wants to talk.

Charmcaster stayed with Ben and so did Ship, Ben asked Charmcaster why she helped him and she explained that she saw her dad again in her dreams and she told him that she didn't know what side to be on and then he told her to go with what's in her heart and she decided to help Ben out, after the invasion she returned back to her home and killed Adwaita when he tried to overthrow her and used his soul in another spell to bring back her dad which she left him to be in charge while she stayed on Earth, Ben then asked why did Gwen and Kevin tried to take on Vilgax without him and she explained after they helped Max they saw Vilgax's ship heading towards to Ben's place and Max got injured pretty bad so she stay behind to heal Max and they left with Ship to catch up to Vilgax, they ready to attack but Vilgax fired a shot at Ben's place and they try to intercept it but it moved faster and it hit its mark, Gwen and Kevin were shocked to see that Vilgax just murder both Ben's and hers families, filled with rage Gwen teleported herself and Kevin into Vilgax's ship and told Ship to head back, Ship didn't want to go but both of them were serious and they left and he went back. When Ship was about turn around and attack the ship exploded and he Gwen and Kevin fighting Vilgax as they were falling to the ground and crashed and in an instant Vilgax grabbed and crushed them killing them, but not before Kevin got in 1 last hit and took out Vilgax's left eye and uttered "Rot in hell."

Ben felt a bit better when he heard Kevin said that and knew that he and Gwen didn't go down without a fight, the wounds on his heart healed a little but its long journey before it's completely healed.

Ben forgive Charmcaster for the 6 years of fighting and he allowed her to stay, Azmuth came by a week later with Eunice to show Ben the new Omnitrix he has been working on for the last 7 years and wanted him to have it but Ben refused, this shocked everyone that the Ben 10 would refused a new watch, Azmuth asked why and Ben told him that after what happened, he felt he was unworthy of a new one and he told Azmuth to hold on to it until he redeemed himself and asked if he can give it to his grandpa as a way to safeguard it.

Azmuth was surprised by at what Ben said and he saw in his eyes of the horrors he went through and he heed Ben's choice and gave Max the new watch and Max said he'll hold on to it until Ben decided it's time.

While he was on Earth Azmuth began upgrading and fixing the Ultimatrix and unlocked some more aliens for Ben to turn into and gave it some new features and some security upgrades as well increased Ben's time in hero mode and ultimate mode and helped him upgraded his car with Eunice and Ben as Grey-matter and Upgrade. (I'll explain that later.)

After that Azmuth decided to stay for a while and help the plumbers on earth out.

2 weeks later Ben was starting to act like his old self again and helped out the people on Earth.

After he finished his latest save, he was called to plumber's HQ right away to meet someone and he did.

When he got there his grandfather introduce him to Rook Blonko his new partner, at first Ben was about to say no, but since he keeps getting into bad spots on his own he allow it and made a vow to himself to never underestimated his enemies again and learned to do teamwork.

He also learned that Charmcaster has decided to join the plumbers and used her powers to give them in a hand in magic business.

Ben felt like his world was slowly healing, but he was a bit wiser and mature.

3 weeks later Ben went to his family's grave and laid flowers for them, he told them that he's doing ok but he still misses them and hope that they are watching him, he left an hour later and was driving in his car when Max called him about an abnormal storm about 40 miles north of the city, he said that he was there in the rust-bucket with Rook, Charmcaster, Eunice and Azmuth.

Ben got serious and shift into turbo gear and drove to the site.

When he got there, there was howling winds, lightning and thunder and twisters.

Ben changed into Heatblast and was ready.

But what happened next changed everything.

Before anyone could do anything, the winds started picking up and a large gust blow all around them, they looked around and on high alert, Max got Azmuth inside the rust- bucket along with Eunice. Rook got into his ride and Ben and Charmcaster in Ben's car.

The winds started forming a vortex and then above was a huge bright light came out of nowhere and started blinding them they were forced to cover their eyes as the light grew brighter and brighter and then everything went dark and silent.

When the winds subsided Ben and his team were gone not only from Earth but also from this universe.

High above the planet was a ship and it fired up a portal it went in and vanished as it closed.

Ben's new adventure has just begun and if it's like his previous ones this one will be full of surprises.

To be continued

Well what do you think?

It's my first Ben 10 story and yes it's a crossover but who doesn't like to mix things up for fun?

I'll be combing Ben 10 UA and OS with Avengers EMH and with my own twists in it.

Yes Max has the new watch but it would be cool to see him used it.

As for Ben his wounds are slowly healing but he has long ways to go and being with the Avengers will help him.

One question will be asked will he still continued being a hero or will he abandoned the role?

Also Max will have the new Omnitrix until Ben said he's ready, to be honest I don't think anyone has seen Max use the watch since that alternate episode Gwen 10.

Also there will be chapters where Ben goes between his new home and old one with some old enemies to beat.

And there will be a small harem for Ben.

Another thing Ben will have access to the aliens like Atomix and feedback and others from Omni-verse

So take care

Remember R and R no flames

Until next time

This is darkboy18 logging out

later