Prologue

Ben 10: Ultimate Alien is owned by Cartoon Network and Man of Action

RWBY is owned by Rooster Teeth and Monty Oum (RIP)

Bellwood, USA

7:12 P.M.

Earth, the third planet of the Solar System in the Milky Way Galaxy. This planet is home to the human race as many different stories and events take place all over the planet. This story will be following one of these stories; it is filled with adventure, self-discovery, selflessness, trust, companionship, betrayal, growth, and heroism. Our protagonist's name: Ben Tennyson or otherwise known as the superhero Ben 10. Our story begins in a modest little city called Bellwood. It was here sixteen years ago our hero was born. From a young age, Ben had always wanted to be a hero, growing up he tried time and time again to protect those who were being treated unfairly, but because of his small size, he was never successful.

At the age of ten, during his summer vacation, Ben went on a cross-country camping trip with his grandfather, Max Tennyson, and his cousin Gwen Tennyson. Ben thought it was going to be an average summer hanging out with his grandfather and constantly fighting with his cousin. That is, until his first night out camping when he came across a piece of highly advanced alien technology called the Omnitrix; an alien watch that has attached itself to his left wrist, allowing him to modify his DNA, transforming him into ten different extraterrestrial superheroes.

From that day forward Ben was thrust into an entire universe full of heroes, villains, magic, technology, aliens, and even old gods. And Ben loved every moment of it; he was finally able to be the hero he wanted to be. Over the last six years, Ben has grown in maturity and power, defeating many tyrants and overlords and sometimes just the run-of-the-mill bad guys.

Our story now begins in downtown Bellwood, where a young man is walking out of his favorite place, Mr. Smoothies, while carrying a small, white plastic cup, which was filled with whatever bizarre flavor smoothie that could be created. This boy was around sixteen years of age with shaggy brown hair and emerald green eyes. He was wearing a green jacket with white stripes and the number 10 on it, along with black shoes. On his left arm is a small device that resembled a green gauntlet, it has wrist couplings, a black rectangular button, and a notch with a dial that has a green hourglass symbol. This was Benjamin "Ben" Kirby Tennyson... wielder of the former Omnitrix now the new Ultimatrix.

As he was drinking his favorite smoothie outside, a group of kids ran up to him and asked him to sign either their toys or the pictures they have him in his alien transformations.

Yet that hasn't been the case in the last few months for Ben. Things have changed quite a bit, after finally stopping Vilgax by stopping his ship crashing down to Bellwood but at a cost. He had to self-destruct the Omnitrix for thirty seconds in order to prevent him from using it to conquer the planet permanently, so he forced Albedo, a former assistant of Azmuth who looks just like Ben but in a negative version, to give him the new Ultimatrix in order to replace it. Although, he did like the Omnitrix better he had no choice to use it and the new evolutionary function built into it in order to destroy Vilgax once and for all.

Plus he became a famous celebrity after he saw himself on national television. Now ever since Ben had the Ultimatrix, he went some on crazy adventures. Here he stopped an Osmosian bent on absorbing an infant Celestialsapien, freed five most powerful aliens of the Andromeda Galaxy along with obtaining their DNA samples by scanning them with the alien gauntlet adding it to the database in the Ultimatrix via the Codon Stream, traveled to an alternate universe by accident where he met this world's hero Ricardo "Rex" Salazar AKA Generator Rex where he help him stop an evil nanite named Alpha from destroying Rex's universe. He managed to help Rex save his world and brought back Alpha to the Null Void before heading back home, and made some new friends and enemies, etc.

But that was only the half of his adventures, once the Ultimatrix-user was left to his own thoughts, he couldn't help but think about the peace has grown in memory.

While he certainly enjoyed the fact that he didn't need to fight some major threat every other week, the young hero still enjoyed going out and using his powers to help others. Now, it had been a few months since he last used his powers against anything serious, just the occasional criminal.

Ever since the incident involving his archenemy Vilgax, Ben voice commanded the Omnitrix to self-destruct itself preventing Vilgax from using it with his mechanical Bioids. He forced Albedo to hand over the Ultimatrix an "improved" yet incomplete version of the watch itself created by Azmuth and later completed by his former assistant himself.

Looking down at his left hand, Ben only frowned at the device he had been using nearly half his life. It was much very similar to the Omnitrix, but it didn't resemble a wristwatch, looking more like a gauntlet. It retains the central component and selection interface, the dial with the intergalactic peace symbol (a green hourglass on a black circle base). While the watch band was replaced by a gauntlet-like band extending up to almost half of the wearer's arm (since the band's ability to morph its shape wasn't placed into it).

It may have the same general features and extensions of the Omnitrix itself, including Voice Command Mode, Master Control, an A.I., detect other Omnitrix cores, and other functions the Ultimatrix itself is presenting in different colors.

But the cool thing about the Ultimatrix though is that it has a cool feature called the Evolutionary Function. This feature evolves the aliens into their ultimate forms, granting them new powers and abilities that are more powerful than ever.

While it was true he enjoyed saving the world, but that didn't mean he could find joy in other things. Granted, he wasn't like other people with the fact he wielded the most powerful device in the universe.

Just as the sun was about to set behind the horizon, Ben knew he needed to get home.

The young shapeshifter walked to his car, hoping that maybe something could happen, but not on the scale of an alien invasion or fighting beings from other universes, it was simply worthless to waste his time continuing to unlock every alien DNA sample inside the Ultimatrix.

But, he finally did it he was able to unlock Master Control manually by his future self, Ben 10,000, who is known as Ultimate Ben in the future, thus setting the activation by Voice Command Mode whenever he felt like it, and along with unlocking every alien that he previously obtained when he was still ten. His. alternate future self also unlocked some new ones and the Ultimate Ben transformation because he says it will annoy Azmuth more when he finds out.

Ben felt happy now that he was able to use the 1,000,910 DNA samples available in the Codon Stream because he now has the full power of the Ultimate Omnimatrix.

Also Azmuth, who Ben managed to regain his trust, reluctantly agreed to put in the upgrades in the Ultimatrix such as the ability to revive alien species on Primus, restore DNA, detect outer dimensional creatures, Secondary User Access, a fail-safe feature that not only protects his personality, but also can revive the user by turning into the right alien and survive death, the Potis Altiare, the sword Ascalon, a distress signal and homing device should he go missing, and many many more.

For extra security, his friend Kevin E. Levin built a security system into the Ultimatrix with keys that have the locked DNA of a Celestialsapien he has called Alien X.

It was also to prevent Albedo from accessing this one or turn into in the middle of a fight.

Once he started the car, feeling the familiar sound of the engine, Ben was about to move the gear stick when he saw someone standing in front of his car.

Upon closer look, it was here Ben finally realized who the person was standing in front of his car, an individual who helped him and his friends on several occasions, Getting out of his car, Ben walked towards the man who appeared to be in his early thirties, who was wearing a white lab coat and a pair of green shaded goggles around his neck.

"Ah hello there young Benjamin, I see you're still uneasy with this relatively peaceful time." the time traveler said. "Though, unfortunately, I can't blame an individual such as yourself for feeling this same kind of way."

Ben seemed a bit curious and asked the time traveler what he meant by that, What do you mean by that Professor Paradox?"

The time walker now named Professor Paradox sighed, "What I mean is that your from an early age was dominated by the idea of being chased around the world or the universe in some cases, and constantly in being near-death situations, but unlike most people, you don't seem all that opposed to such an idea."

It took a minute for Ben to swallow what the time traveler had been telling him. It wasn't until he mentioned about being in danger on a constant basis, something he was quite familiar with, and realized that he enjoyed the idea of fighting, and this concept didn't even come to mind.

After briefly thinking about it, the young hero wanted to know what was the point of the professor's visit, "Not that I don't mind speaking with you Professor Paradox, but why are you here? Is something wrong?"

Trying his best to hide what could be considered excitement, Ben finally thought that something exciting would happen now.

Paradox couldn't help but chuckle at the young hero trying to hide his enthusiasm, "Ben, why do I require to see you? You're a bright mind, though plagued by rather lazy tendencies of yours. But you aren't wrong, I did come here for a reason."

Scratching the back of his head, Ben couldn't help but ask. "Does it have something to do with trouble happening somewhere in the universe, or in other parts of time itself?"

Yet, the time traveler shook his head, "I'm afraid that's something which concerns me. However, even I cannot identify this issue at this every moment. The only thing I can tell you is to be careful, there's no telling what might happen."

Deciding to take the time traveler's concern into consideration, Ben nodded, "I'll... try. With my luck, there's no telling what kind of danger might come my way."

As Professor Paradox started walking away, he looked at Ben one last time. "Mr. Tennyson, don't forget... the universe likes to operate in a rather strange way, so please don't try and fight it, it'll make only things worse. And now, I'll take my leave at this moment."

Soon a flash of light happened, causing Ben to shield his eyes. The young man knew Paradox had left, but there was something that was nagging at him about all this.

How could Paradox, the man who could travel to any place, in any universe, at any point in time, couldn't even figure what might be coming for him? While he knew he was bored, Ben couldn't help but blame this curse of his.

Deciding that he'll deal with this in the morning, Ben started walking back to his car. Just as he was about to open the door, he felt his Ultimatrix go off. Rolling off his left sleeve, the shapeshifter saw that green hourglass dial on his Ultimatrix was flashing green while the A.I. was issuing a warning to which Ben listened.

"Warning! Ultimatrix has detected a dimensional disturbance! Dimensional Anomaly location detected. Location: 10 miles south outside of Bellwood!" the Ultimatrix responded.

Ben's eyes widen another dimensional rift in Bellwood again. The last time he saw a dimensional rift was the one that the Alpha Nanite from the Null Void created from the Plumber technology inside to create and return to an alternate universe. That same universe which just so happens to be the same world where Ben had his first adventure teaming up with an alternate superhero, Rex Salazar, a human EVO who unlike rest of them can control his own Nanites by will allowing him to create machines with his own body.

'Finally! some action!' thought Ben. "Alright, time to investigate this new dimensional rift, it's HERO TIME!" Ben shouted, hoping he could arrive in time.

The Ultimatrix bearer felt an immense amount of excitement at finally being able to discover another dimensional rift, he hopes that the rift would not lead to the Null Void this time, or back to Rex's universe because he certainly didn't want to be stuck there again.

Reaching for the alien gauntlet on his wrist, Ben toyed with the notch, which the dial popped up exposing the core as an emerald green hologram of an alien appeared, he then turned the notch several times before stopping at a hologram of a dinosaur-like alien creature with wheels for feet.

Ben soon found the one he needed at the moment, as he pushed the core, and in a flash of emerald green light, was replaced with one of the alien beings he turned into.

Standing in his place was a creature that resembled a semi-armored velociraptor with black wheels on its feet and wore a black helmet that covered most of its head except for its face, which was without its faceplate at the moment. While most of its body was covered in black with a white stripe running down from the neck to the waist area, and all that remained was its blue arms with black claws and feet wrapped around black wheels with five blue stripes on its tail.

On its chest was the same hourglass symbol that was on the Ultimtrix.

"XLR8!" Ben yelled.

It didn't take long for Ben to start making his way out of Bellwood. Using the enhanced speed that the Kineceleran DNA possessed, XLR8 traveled through the various streets, roads, and alleyways in town, finding the quickest route possible.

Within just a few moments, XLR8 was outside of the city, running at nearly five hundred kilometers an hour.

'Bingo!' thought Ben.

The Kineceleran started slowing down as the dimensional rift was supposed to form at this point. After nearly a few seconds, the alien hero reached the location where the rift is finally located.

Just as the teen hero was about to find the rift, he heard a strange whirring sound in the sky.

Looking at the sky above him, Ben saw a rift starting to form in the night sky, the rift started to expand rapidly pulsing with energy as it formed a spiral.

Deciding that now is the time to enter the rift and see if this rift leads back to Rex's dimension or an undiscovered dimension, the teen hero tapped the Ultimatrix symbol on his chest, causing an emerald light to appear, and XLR8 was replaced by a much suitable being capable of flight.

The creature was a red humanoid manta ray-like alien with two lightning bolt-like stripes coming down from his shoulders to its Ultimatrix symbol. It has yellow horns extending from his nose, gills underneath its arms and yellow patagia.

"Jetray!" Ben yelled.

Jetray then took off into the sky, he then flew straight into the vortex soon as it closed with a pop. Just as he saw darkness wrap around him, Ben knew if this was anything like the last time he traveled to another universe... he could only hope that they had smoothies.

Unbeknownst to Ben, that space-time rift actually leads to a whole different universe. Professor Paradox, who witnessed the whole thing from a distance, smiled.

'Well, Benjamin, it seems that this universe is indeed in trouble... I hope you realize this world would need all help they can get to stop this Queen...', the Time Walker thought.

Paradox then disappeared in a flash. Hoping to guide the young shapeshifter to lend help across the Multiverse.

Toy2711: There you have it the prologue of the RWBY: Ultimate Alien series. Now, next chapter is the Opening and Ending for Volume 1. Like I said, I want to make this like an anime.

Also, Ben's appearance in the RWBY universe, think of him in Generator Rex's art style. Because, in Heroes United, Ben looks sleeker and more mature, than the Alien Force/Ultimate Alien art style.

Yes, in Heroes United only these aliens will be featured in Generator Rex art style; Humungousaur, Diamondhead, Lodestar, Rath, Big Chill, Cannonbolt, XLR8, Four Arms, Shocksquatch, Upgrade, and Murk Upchuck.

But don't worry the rest of the alien's appearance will still be in Alien Force/Ultimate Alien's art style including the Ultimate Forms.

Tune in next time until the opening and ending for Volume 1!

Peace.