(Disclaimer: I do not own Ben 10 or any of their characters

The Omnitrix is a watch that enables the user to transform into any alien species, as long as its DNA has been recorded. It is considered the most powerful device in the universe, perhaps next to the Annihalarg and Ascalon.)

There have been many stories of "Ben 10". The one most of us know, is the story of Ben Prime, wielder of the Omnitrix, protector of the universe (with help). We were also introduced to other dimensions, for example, Ben 23, the obnoxious version of Ben who was more of a celebrity rather than a hero, Mad Ben, the evil dictator in his dimension over an Earth that turned into a desert wasteland, even a universe where Gwen, his cousin was the hero instead.

In the stories we have seen, it was always the Tennysons who have been the prevailing heroes or villains in their respective universes. But what if the Tennyson's weren't the ones who won? What if someone else were the winners?

"Benjamin Tennyson, I need your help," Vilgax said. arising from the smoke from his crash landing.

Vilgax was an octopus-like creature, green with tentacles hanging from his face, but with arms and legs and a humongous body made entirely of muscle

"Vilgax?" Ben said. "You're interrupting a very intense game of mini golf, which I'm winning."

His girlfriend Julie glared at him.

"Focus, Ben," Gwen said, charging her fists with energy.

"I did not come here to fight," Vilgax said.

"Of course you didn't," Kevin said. "That is so believable."

"Please, let me explain," Vilgax said. "I am sure you remember Zy'Skar.

"Oh yeah, I remember him," Ben said. "He used to be DNA in the Omnitrix, then he became alive and tried to kill me."

"He has taken over my world," Vilgax said. "Turned the people of Vilgaxia into his minions."

"So why are you asking for our help?" Kevin asked.

"Because it is your fault, Ben Tennyson!" Village said. "You allowed Zy'Skar to escape from the Omnitrix."

"Oh, is that so?!"

Kevin grabbed a golf club, and he absorbed the materials to turn his body into steel.

"Wait, hold on," Gwen said. "We can't let an entire planet of innocent people be taken over by Zy'Skar."

"That is if he's telling the truth," Kevin said.

"Even so," Ben said. "We can't take that risk."

"And if he's lying?"

"Then, I make sure he learns a lesson," Ben said.

(Author's Note: Ectonurites are an alien species that basically can do anything a ghost can do. Also, the species of Vilgax is known as Chimera Sui Generis. They are green humanoids that resemble Octopus as they have tentacles hanging from their faces)

PLANET VILGAXIA

Ben, Gwen and Kevin arrive above Vilgaxia in a spacecraft, along with Vilgax accompanying them. Julie stayed back with the insistence of Ben, as she was not a fighter like the rest of them.

"Is this what your home planet looks like?" Ben asked.

The sky was dark, like a constant cloud was hovering over it. The air was stale, and the whole planet looked devoid of life, except for strange looking buildings.

"I don't see anyone down there," Kevin said. "Seems like a trap."

"No, look closely," Vilgax said.

Ghastly ghost like beings hovered around the area.

"Those are Ectonurites," Gwen said.

"No, those are my people," Vilgax said. Zs'Skayr possessed them and transformed them into Ectonurites. We need to free them before it is too late."

"Alright," Kevin said. "Let's find a quiet place to land, then we plan how we're going to take down Zs'Skayr."

"Agreed."

"Alright," Ben said. "That tower is where Zs'Skayr is located. We go there, find him, and force him to turn the people back to normal. Let's go.

"Alright, well-watch out!" Vilgax said.

An Ectonurite shot a beam at them, and Vilgax formed a shield to protect Ben.

Suddenly, and entire horde of Ectonurites surrounded them.

"I guess we have to fight our way in then," Ben said. "Hero time!"

He pressed the watch and his body turned into rock and lit on fire.

"Heatblast!"

The hordes of ghosts surrounded them, but they were having a very difficult time, as their natural weakness was light. Heatblast shot fire everywhere surrounded his allies with a wall of fire. Eventually, the ghosts started to retreat.

"Guess you're glad I came along, right Vilgax?" Heatblast said.

"Yes, yes I am."

Vilgax raised his giant arm and smashed Heatblast into the ground, and then he turned back to human.

"Ben!"

Gwen ran to him, but Vilgax knocked her away, sending her flying. Kevin charged at him, but Vilgax crushed him beneath his feet.

"What are you doing?" Ben groaned. "We have bigger problems right now. If we don't hurry, these people are going to become ghosts permanently."

"That sounds promising, doesn't it?" Vilgax said. "An entire army of Ectonurites at my disposal."

"What are you talking about?"

"Let me explain, Tennyson," Vilgax said. "What I told you was mostly true. You see, as you remember, Zs'Skayr was imprisoned for his crimes. The perfect opportunity to find out the secrets of the Omnitrix. I broke him free in exchange for this information. What I didn't expect, was that Zs'Skayr would attempt to conquer my people. He turned every single man, woman and child into Ectonurites. He thought he had won, however, he didn't know that I had something perfect for that. Ever since I became ruler of Vilgaxia, I secretly poisoned the water supply with chemicals, specific drugs that I could use to control my people, if they ever revolt."

"You poisoned your own people?"

"I am Vilgax the Conqueror," Vilgax replied. "Free will is a dangerous thing in my field. And as I was saying, Zs'Skayr expected to create an army of Ectonurites loyal to him, however, all he did was provide me an army of living ghosts. He met his end at the hands of the people he tried to subjugate. How ironic. Just as ironic as you, dying at the hands of someone you tried to help."

"Go ahead," Ben said. "Try your worst."

"Nice try, Tennyson," Vilgax said. "But I know more about the Ominitrix now. It has fully bonded with your DNA after many years, and has a self defence system inside in order to make sure you stay alive. Unless you end yourself."

"You think you can make me kill myself?"

"Yes, I can," Vilgax said. "For example, I know the aliens in the Omnitirix have the potential to take over the minds of its users. First I recode the Omnitrix to remove the safety feature that prevents this, and then I inject my DNA inside. And just to make things sure, I've injected the very same chemicals in your blood stream to control your mind."

Vilgax activated the Omnitrix, now with his DNA inside, and he pressed it, the top icon indicating a Chimera Sui Genera, his species.

Ben transformed into a miniature version of Vilgax.

"Now, kill yourself, Benjamin Tennyson," Vilgax said.

Ben readied his fist to plunge into his heart, but he froze.

"Still stubborn, I see," Vilgax said. "Very well. Ectonurite minions, possess this Vilgaxian and make him kill himself."

Suddenly thousands of ghost like creatures entered into Ben's body, and a piercing sound was heard.

"Finally," Vilgax said, holding the Omnitrix in his hand. "The Omnitrix is mine."

"Ben?"

Gwen woke up.

"Wheres…Ben?" Gwen asked.

"See for yourself."

Gwen ran over to Ben's body.

"No…no…NOOO!"

"You will be joining him soon," Vilgax said.

"Not on my watch."

Kevin rose from the ground, turning so hands into hammers and hitting Vilgax in the face. But Vilgax grabbed his arm and threw him.

Gwen's Anodite form was revealed she shot a powerful plasma beam at Vilgax, but the Ectonurites had shielded him.

"It seems you two wish to fight," Vilgax said. "Very well. I was going to use you two as messengers for the coming onslaught, but Tennyson's body will suffice."

Vilgax's eyes were red, and lasers shout out of them. Zapping sounds were heard. And suddenly, ashes were present where Gwen and Kevin were standing.

"Master," a young alien with a white pointy head and black body appeared. "Congratulations, the trap was successful. However, we have another problem. The Vilgaxians are slowly turning into full Ectonurites. Once that happens, the mind control chemicals would cease to have any effect."

"Very well. It seems I have no choice," Vilgax said. "Activate the Generator. Kill them all. I already have my army."

"Yes, Master."

The servant activated a machine, and suddenly bright lights beamed all over the planet, vaporizing all the Ectonurites to dust.