Hello, Rose back again with a new fic and this one is going to be a Ben 10 fic.

Disclaimer: I don't own Ben 10, or any material from other franchises that I may include due to my liking.

WARNING: The following story contains very graphic depictions of violence and possible sexual intercourse, suggestions of rape, very strong language, and other scenarios some may find profoundly disturbing. So, please don't read if you are uncomfortable with any of these warnings. You have been warned.

Another, a small important warning is the fact that this fic will be an AU and for those who don't know what that means, it means that it's an Alternate Universe where things could be different than the Cannon Verse. I've tried to keep most established characters as they are in canon, with natural changes based on how I THINK they would react to the new scenarios on things would change with this new Ben that I've written.

Everything that I've said now is a fair warning. This story isn't like most Ben 10 fanfictions. If you are a fan of Naruto and you read Naruto fanfictions a lot, then you might see some of those traits bleed into this story.

The way I'm going about this, is an adaption of a cartoon to a dark/somewhat edgy anime with a grey character, mind you. I'm not trying to make this a cartoon, nor am I even going to think of Ben 10 as one.

With all of that out of the way, I hope you all enjoy the story and feel free to leave any kind of feedback. Whether that would be flames, compliments or just advice. I'll accept it all and give it my time to read.

\\\\\-/

A half idled, dark green eye peered through long white locks of sharply pointed hair. It looked ahead with a bored, completely uninterested gaze.

"Tennyson, would you like to answer question number: 4?" A female teacher inquired with a small smug tone. However, her small smug smirk faded after a few seconds as he continued to simply stare into her own eyes with his own bored half idled eye.

"I asked you question, please answer," she 'requested' in an impatient tone as she crossed her arms underneath her bosom.

The woman was a little taller then the average women her age was. She had black hair that was tied together in a long braided ponytail that went all the way down to her tailbone. The woman had an average figure and average features. She wasn't by all means, ugly, she was just average and nothing to gawk at.

Just as she was about to bark out another order, the green-eyed teen replied with an uninterested drawl carrying his words.

"I don't know," He responded. It was a lie, she knew it just as much as he did. Although he just didn't want to answer, he didn't feel like wasting his energy and effort explaining it. He didn't feel as if solving the problem was beneath him, but he certainly didn't care enough to do so. It just didn't interest him, much like most things nowadays.

"C'mon, Tennyson… we both know that's a lie. At least do it now, it's the last day of the year," she said with an exasperated tone, all indications of fight gone from her tone.

He continued to look forward with his single exposed left eye before he narrowed it, staring right into her, now nervous gaze. "Didn't you hear me the first time I said it? I don't know the answer," He answered with no malice in his tone. But, his crystal cold green eye said differently.

Honestly, she was beginning to ignore him. Greatly. Why couldn't she just move onto another person? Hell, he was sure that there were at least ten different people who would be elated to do so. So, why ask him when they've been through the entire song and dance more than a hundred times of the course of two years?

The instructor let out a heavy exasperated sigh in defeat before moving onto a different student to answer the question.

However, before she could do so, a loud ringing noise was heard by everyone, and rapidly, a large portion of students got up in a frenzy with their bags already on their backs. They scrambled out of their seats before they nearly sprinted out of the door.

The teacher instantly looked ready to protest before she let her hand fall with another sigh. "Fuck it," she swore before marched back over to her desk and sat down with the palms of her hands resting against her face.

The white-haired teen watched impassively before he too stood up. He walked over to her desk as he cracked his pointer finger by pressing down on the knuckle with his thumb. The action caused her to snap out of her funk as her head propped upwards, looking considerably startled as she stared up at the teen's one visible green eye.

"T-Tennyson?" the teacher asked shakily at first.

He nodded before he turned his back. "B," was all he said before he started walking away.

She looked up, completely bewildered before she called abruptly called out to him. "B?!"

He halted before he somewhat turned his head, looking out of the edge of his left eye. "The answer; the answer was B," he told her before he walked away, leaving a shell-shocked teacher behind.

\\\\\-/

Ben stepped out of the classroom while carrying his backpack, which was hoisted over his right shoulder. He walked along the halls before taking a left turn. He then continued leading down the ever so busy corridor where students rushed everywhere and tossed papers along with cheering and sometimes screaming that he would hear from the ladies.

He inwardly sighed at that. 'Why are they so excited? Their only going to be back here in a few months anyway. I swear I'm around a bunch idiots. Naive idiots,' he thought the last bit as an afterthought.

Next, he walked through a pair of open double doors that opened up to the back of the school where his parents would regularly pick him up at. The reason for that was simple, the carpool would be too packed, and neither of his parents wanted to wait in a long line.

He trekked over to a shady area and leaned against the wall with his eye closed.

'Finally some peace and quiet,' he thought with a sigh of relief.

However, that satisfaction didn't last long as a loud, displeasing fake cough brought him out of his 'snooze.' Ben creaked open his left eye and started onward through the strands of his snow-white hair. Of course, it was two people who he was, frankly sick of seeing.

Cash and JT.

He internally sighed at seeing the 'nefarious' duo.

"Where do you think you're going, eh Benji?" Cash asked with a greasy tone, his words slipping out with a sneer engraved onto his face.

Cash was a tall teen, nearly standing a six feet tall. He had slightly darker skin, a football-shaped head, black hair, and a receding hairline. He also had what looked dark rings around his eyes, which were usually caused by people who were insomniac. He wore a bright red shirt with a cash register on the front of it, black, somewhat tight jeans and a pair of blue sneakers.

JT was a shorter teen with unkempt brown hair, thick black eyebrows, a slightly chubby frame. He wore a pair of round glasses along with a dark brown shirt and a pair of regular-looking jeans. He also wore a pair of stark black sneakers.

Ben looked ahead with his usual, singular bored gaze. "What do you two fools want?" Ben asked in monotone.

Cash and JT both internally recoiled as they heard the ever so lifeless tone that the Tennyson would always use, but they didn't dare outwardly show it.

The party of three, however never noticed an old looking beige colored RV pool in from the gate entrance. The RV quietly pulled up to the school grounds and parked itself only eighty or so feet away.

/-\\\\\

Inside the automobile rested two people, one female and one male. The male was an old looking man who looked as if he was in his mid-late fifties.

The older man was tall, almost six foot in height. He had a full head of grey hair that was neatly combed. He was a pudgy man with a round stomach. The man had coal black eyes, and a slightly muscular figure, even though man looked overweight. He wore a dark red Hawaiian, short sleeve shirt along with a pair of blue pants and light orange boots.

In the front seat rested a beautiful female teen. She had long orange hair that was tied into a long pony that dropped down all the way to her butt, neatly done eyebrows, plump lips and bright green eyes that seemed to be bright green gems. She had a very curvy body, along with large round E-cup breasts, and a round firm butt. She wore a dark, nicely fitted violet colored long sleeve shirt that hugged her torso and breasts, doing nothing to try and suppress their size. She also wore a pair of dark blue pants that clung to her curves and showed off her ass nicely. On her feet were a pair of ankle height black shoes (1). (2)

"Where's Ben at? I haven't seen him since… what, fifth grade?" Questioned the young woman in a mature, yet youthful tone as she gazed out the window.

The old man turned over to and grinned slightly. "You may be surprised upon seeing him, Gwendolyn. He's changed quite a lot since then. Both in appearance and personality," he told her with a smile as he pulled into the school grounds.

The now named Gwendolyn quirked an eyebrow in a teasing manner. "Please, that dork couldn't have changed that much," she jeered playfully, but she was entirely serious, and the old man knew it.

Max sighed internally as he looked through the front window with a yearning look. 'If only that were the case, my girl.'

When she got no response or retort, she actually started believing he was serious, but she didn't let it deteriorate her. Once they got close enough, they were able to see three teenagers. Two tall and one shorter one.

The tallest one had black hair and a receding hairline, the second tallest one had snow white hair that fell down below his eyes, nearly going down passed his nose(3). The third one had curly, golden brown hair.

The one with spiky ended hair took the form of a teen that stood at the height of five-foot-eight. He had an angular face, devoid of any baby fat that most wouldn't have at his age. He also had a developed, athletic frame that didn't make him appear bulky or anything close. If anything, he appeared skinny, which was supported as he wore a long sleeve black shirt, which covered all signs of muscle, with a thick rectangular white stripe going through the sleeves. He also wore a pair of black pants that also had a white line going down the sides and a pair of black ankle sneakers.

"Okay… why'd we stop?" Gwendolyn asked confusedly as she looked at her grandfather with a questioning gaze.

Max simply smiled and pointed. Gwendolyn confusedly followed his and finger, which she realized was led at two teens ganging up on another. Gwen looked back up with a confused look once again.

"So?" she couldn't help but ask. Why were they stopping to watched some poor sap who was going to get his ass beat?

Max sighed, "Ah, Gwen… take a closer look, he may look different, and it may have been a long time, but I'm sure someone as keen and smart as you could notice it. If only a small bit." he smiled.

Gwen once again looked at the ground of three teens with a searching gaze. However, something grabbed her gaze, and it was the teen with one open… green eye. She gasped in surprised when it hit her. That was Ben!

'No way! How weird. I've never seen anyone change so much!' Gwendolyn gasped before she looked up at the old man with a quick look.

"Grandpa! We have to help him!" Gwen stated anxiously. However, Max looked perfectly calm and relaxed as just continued to smile. "C'mon!" She continued as she went to open her door to go and 'save' Ben. But, Max was quicker and saw right through her and immediately locked the door.

Just as she was about to yell at him again, he held up a hand, silencing her. "Ben doesn't need your help. In fact, I think it would pretty insulting for you to do so." Max told her, earning a narrowed eyed glare.

"What do you mean?!" she continued with an angry look. "He doesn't know how to fight! He'll get creamed!"

Now, that earned a booming chuckle from the old man, earning an even fiercer look from the young lady. "Gwendolyn, things have changed a lot. In fact, your observation is quite outdated. By nearly five years in fact," he told her, earning a confused look from the slowly calming down teen.

"Just watch." was all he said, and Gwen begrudgingly did so as she slumped forward on the console with a narrowed eyed look.

/-\\\\\

"I asked you a question, Tennyson." Cash sneered as he stepped forward in what he and JT thought was a threatening manner. He reached outwards with the palm of his hand open and facing upwards.

Ben just continued to stare forward with his open eye that was settled in his usual half-idled look. Just as Cash was about to speak again, Ben finally intervened in a lazy, uninterested voice.

"Are you sure you want to do this? Because personally… I won't hesitate." Ben said as he stood straight and stopped inclining against the wall. He then took a few steps forward, narrowing some of the distance between the three.

Cash's eyebrow twitched at Ben's remark before he grasped his outwardly extended hand. "I should be asking you that question." Cash smirked before he cocked back his reserved hand.

Ben's watched with an uninterested look before the corners of his lip twitched upwards into a smirk. "Fine. I'll give you a free shot." Ben started, his arrogant smirk widening when he saw Cash's eyebrow twitch once more.

"But I'm warning you… if you waste it-," he continued but was interrupted as he was punched in the face, causing his head to forcefully jerk back.

Cash looked as his outstretched hand with a smirk of his own as he saw Tennyson's head snap back. "And what were you saying about hesitating?"

Slowly... small, barely audible chuckles escaped Ben's mouth before they transformed into uproarious laughter, which made Cash and JT both roar in anger and disbelief.

Ben revoked his head and looked ahead of him with his smirk never leaving his face. A small line of blood escaped his lip, right above from where Cash struck him. "-You're going to regret It." He finished as he smeared of the blood that ran down his lip with his fist.

Cash growled even heavier before he cocked back his fist once more. But, before he could launch off another punch, a fist was suddenly lodged into his stomach.

\\\\\-/

Gwendolyn watched with wide eyes and her mouth slightly agape as Ben punched his attacker straight in the stomach. 'I barely saw him move.'

Gwen thought, more than impressed at Ben's speed and by the expression on Cash's face, she was even impressed with the power behind the attack.

"See?" her attention was brought back to a smugly smirking Max. "I told you there was nothing to worry about." The old man grinned before he reclined in his chair, enjoying the show.

Gwen said nothing as she just went back to watching the altercation between her cousin and the boy named Cash.

\\\\\-/

"Weak…" was all Ben said as he gradually retracted his fist, causing Cash to limp forward with his hand grasping his stomach.

"W-W-What d-did you say?!" Cash heaved with a shaky voice as near unconceivable pain rippled through his body. He nearly tripped on his own feet as the pain intensified. He felt true anger surge through him when heard Ben call him weak.

"I called you pathetic. You're pathetic. Nothing but a waste of air and effort." Ben plainly declared as he barely spared him a glance.

Suddenly, a burst of adrenaline busted through Cash's bloodstream and whipped around. He cocked his fist and punched right at the back of Ben's head. Though, suddenly Cash once again felt the air violently leave his lungs. And his punch met nothing but air.

He shakily looked down and gasped pain as he slobbered out a glob of saliva. There was Ben hunching over with his elbow punching into his stomach with him looking the same direction Cash was. "Like I said… you're pathetic. And frankly not worth my time," he murmured as he slowly withdrew his elbow as he continued to look ahead with his singular open eye.

Ben's smirk vanished from his face as he stood up, not minding as Cash's limp body collapsed onto the ground with a satisfying sound.

JT stood there in his place, rooted to the ground as he began to violently shake. His eyes were wide with pure, unadulterated fear. It only increased as Ben's gaze snapped over to Cash's sidekick, and it even caused the brunette to literally piss himself. He glanced down and saw the wet spot spreading across the crotch of his pants he promptly fainted out of fear and humiliation.

Ben watched while he inwardly laughed, but on the outside, he remained stone-faced.

He walked back over to the wall where he had set down his backpack, not even bothering to step over Cash's torpid body and just walked on him like a bridge. Once he had gotten his backpack, a piercing, loud honk filled the air.

Ben lazily looked where it came from and saw an RV that was pulled up next to a sidewalk. Ben quickly realized that the RV was his grandfather's own and he started walking over to it.

Once he got over to it, he reached up and opened the side door. Ben walked inside and slammed it behind him before walking over to a seat and placing his bag down before walking back over to the front of the RV.

Though, he promptly froze when he saw a bombshell of teen beauty. Decently tall, beautiful face, great eyes, huge breasts, and curves in places he didn't even know someone his age was capable of having.

He didn't outwardly show it, but…

'That has got to be the hottest girl I've ever seen my age.' Ben thought with an internal sweatdrop.

However, the second she spoke, he got snapped out of what even internal funk he was in.

"Well, dweeb; happy to see me?" she asked rhetorically as she relaxed her hands on her hips and struck a pose with a small arrogant smirk.

That caused him to narrow his eye. "Happy to see me?" I've never seen you before…' He thought in confusion. Suddenly, the realization hit him, 'There's only one person that calls me Dweeb… orange hair, arrogant smirk. Yep, it's Gwen. Excellent.' All traces of arousal leaving his mind.

"Why are you here, Gwen?" Ben spoke with a bored drawl in his voice, something that caught her off guard.

Gwen looked at him with a perplexed look. "Wait, you don't know?" she asked confusedly, her smirk all but gone. Seeing the slight shake of his head, she elaborated. "We're going on a summer trip, and Grandpa is taking us," Gwendolyn spoke, getting another internal sigh from the brunette.

"And of course my parents neglect to even tell me about a trip. Much less you coming along." Ben muttered.

"Why, are you unhappy to see your favorite cousin?" Gwendolyn spoke with her small arrogant, and sassy grin carved onto her lips once more.

Ben looked at her with his usual dull look and spoke in a deadpan. "We haven't seen each other in nearly six years. And even before that, we were at each other's throats. Even after I proposed a truce and… you literally spat in my face," He said, getting a wince from the orange-haired beauty standing in front of him.

Max, on the other hand, watched a blank look, curious about how Gwen was going to handle Ben. That was something that he'd been worrying about ever since Sandra, Ben's mother suggested this Joint summer trip.

"You see, I'm really sorry about that." she seemed rather genuine about the apology, Ben had to give her that. Even if he genuinely couldn't stand her back then, he had to at least give her that, he reckoned.

Ben sighed outwardly and turned away. "Fine, I'll go on this 'trip,' just leave me alone." Ben halfheartedly waved, which was meant for his grandfather as he walked away to his bunk before he grabbed his backpack. Once he disappeared into his bed, Gwen turned over to Max, who had a resigned look on his face.

"That didn't go well, did it?" Gwendolyn asked, stating the obvious.

Max winced, but he nodded. "No, it could've been worse. And frankly, I was expecting him to at least do something similar to this." Max declared, earning a nod from the orange-haired beauty.

"I suppose," she mumbled as she went back into the front seat. Gwen then grabbed the side switch to the seat and reclined backward into it, causing it to fall backward like a make-shift bed.

\\\\\-/

(1): Now, you might be thinking; what the hell did I do to Gwen?! Think about it like this, as you can see, I am a major Naruto fan and anime fan. In lots of Naruto-Harem stories, you will see that the Author makes the Naruto females look more sexually attractive. I.e., give them larger breasts, give them a larger butt, etc. etc. etc.

What I'm trying to say here, is that don't look surprised when I over sexualize females. Also, if you are having trouble visualizing Gwen, looking two things, first look up Ken 10 Hologram Gwen and but picture her with the breasts I described her with.

(2): For any female that I describe, feel free to look at the reference pic of the breast size chart on my profile.

(3): Look up Post-Aogiri Kaneki's hair color and style, but Ben's hair is a bit longer and dips in front of his eyes.

Now, that was my first chapter for my first Ben 10 fic.