A/N: Hey all! Yes thats right, i'm starting anothe story! Why? because im stumped with Spider-man and I really wanna write some Ben 10 right now. While your here, if your looking for a more romance focused Ben 10 story that has a little 'Bwen' I'll go ahead and recommend -Reminder- by Nate-Mihael. Also, no this story most likely won' t be Ben x Gwen, im likely looking at Ben x OC with a Gwen x Kevin. Anyway! ENJOY!

August 7th, 2015 Deep Space: 03:17

The asteroid field nearby had him biting down hard on his split lip. His teeth duh into the flesh for several minutes until it became too irritating and he switched to something else… his already worn nails, the bags beneath his eyes seemed to only worsen the brighter the lights in the cockpit became, and the young plumber at his side was barely keeping his eyes open. The two had fallen into the most comfortable silence in the Milky Way until Ben burst out a Yelp pointing at the HUD of their ship. Across the blue map replicating the open void of space outside was a sole red dot that was thrice the size of their own ship. Before the young pilot could move Ben had already grabbed the speaker by his side and raised it to his mouth.

"Enemies at two O'clock be ready!" He turned and exited the cockpit, moving to grab two regulation suits in case they needed to move for a space walk. He grabbed two of the silver disks, intent to give one to his co-pilot, before he felt the sudden push against their ship. He could feel the crack form in the hull before he saw any signs of damage. He quickly pressed his own suit to his chest, becoming engulfed in the snug fitting space suit. He turned, ready to throw his co-pilots suit to him, when the hull tore open and the vacuum of space sucked them, and the other thirty or so members out and into the void. He saw his co-pilot, Danny, going blue in the face his eyes bloodshot as he flew out into the dark abyss.

Ben rotated, the small burst of air coming from his supply that was already frighteningly low permitting him to get his preferred orientation. His feet connected to a shielding plate from the hull of their ship, for all the good it had done them, and used it to springboard to one of the unmoving asteroids ahead.

Disk shaped drones began to encircle him, his shaking green eyes counted seven of them, and without even glancing at his preferred tool, his body was consumed in a green glow. His DNA altered as he grew seven feet taller, evening out at a solid twelve feet tall, sprouted an extra pair of arms and eyes and lost his nose. His four arms flexed as he bounced high into the air, latching his vice like grip into one of the drones, his added weight forcing it to spiral into another, and another, and another. Until he crashed back into the asteroid after destroying three pest and using the one still in his hands like a death frisbee to take out another. The remaining two closed in and their protruding laser cannons released sporadic burst of crimson energy, harmlessly they pressed against his skin, he'd long since gotten over the minor irritation they caused, but his sleep deprivation wasn't doing him many favors. The body of one drone slammed into him, it's crab like appendages tightly clamping ikon to him as it silently beeped into the vacuum of space before exploding. Smoke layered on the surface of the asteroid. The remaining drone began its scanning only for a red hand to erupt from the smoke, grab it by the lens, and apply enough pressure to crush it.

Ben looked over his newest fighting ring before retiring his attention to the scattered rebellion, the ship that had done this was in range and it's smaller collection droids had already scooped up his men. His moment of calm died young as a large cylindrical red tube stabbed into the asteroids surface and from it came another dozen of those worthless drones. His body flexed on reflex and he ran forward. Four drones came at him, and with a smirk he clothes lined them all before drop kicking the cylinder and using it like a bat to swat at the remaining pest, that is, before it blew up and sent him reeling.

His labored breathing seemed to grow worse as he sent another drone flying. The already red and orange device on his shoulder beeping erratically from prolonged use. His body was consumed by the red glow as he was dropped from his form as the ass kicking tetramand back into a beat up looking human. More drones kept pouring into the asteroid field and he could feel the oxygen reserves already running faint. All the crimson colored machines stopped suddenly however as the massive mother ship pulled up alongside the floating bit of space rock. As the brown haired fighter stared at the sliding doors of the airlock he already knew who would be stepping out. Tall green and ugly beyond belief. His hand went straight to his wrist. His final trump card was going to be needed.

The golden cape wearing squid head with pulsing red eyes stared angrily at the teen. His undulating tentacles giving away his distaste for the fact that the boy yet lived. And worse still, they boy lived with the help of the Omnitrix in his possession.

"Tennyson, even after all this time you persist to defy my rule. Pointless as it may be. The plumbers have fallen. Your allies have been captured. Your rebellions quelled. Yet you still remain. I don't even require the silly device any more, but I must ask...why do you still persist in opposing me?"

The artificial atmosphere that had been created for this little talk didn't give Ben much comfort. Knowing your arch rival and dictator of the universe was the one providing breathable air made you want to suffocate yourself a thousand times more than any other day. But Ben let a smile creep its way across his face, his hand making the final turn of the dial.

"Well...Vilagx, I guess...that...I keep fighting…because...I'm a...sore...loser...in the...worst...way…" as the final word left his lips he raised the pulsing red and orange watch high above his head as the orange electricity began coming off of it. The chimera sui generis let his eyes widened as he screamed out,

"No!"

For all the good it did him as in the blink of an eye...they were all consumed by the blast.

June 3rd, 2005 Bellwood U.S.A: 14:28

The brown haired boy stared down at the folded piece of paper, the majority of its folds making it a perfectly aero-dynamic sheet of processed wood, or a paper plane for the simple minded. His soft green eyes took in the sight before he blinked and looked up, at the front of the classroom he sat in was a woman, late thirties, single, history teacher, not horrible to look at from behind. His small hand came up to run his face. No scar running down his temple, no deep bags under his eyes, no extra five pound weight on his left wrist.

His thoughts on the matter died however as the bell rang, his head snapped up as all the kids around him began to file out, many of them happily chittering away at how they had all these cool events lined up.

"Benjamin."

He rose his head to the teacher at the front of the room who gave him an inquisitive stare. Her chocolate bribe eyes and subtly dark pink lips and smooth skin made her look younger, it also reminded him of some of the refugees they'd bring in and how some would be...appreciative…the memory made his shudder. He shook away the thought and quickly packed up his things before approaching her desk in the front.

"Benjamin is like you to know that I'll be teaching Summer School this year."

He had to think quick, he hadn't so much as seen this Jade in over nine years and now he had to answer her question in a potentially respectable manner?!

"Right, er, I'll keep that in mind Miss...Hale?" He knew it sounded to much like a question but he shook his head and left, he was being reprimanded so it was fine. And as if fate had come down and guided him he came out the same exit he had that same damn day ten years ago and saw Cash and J.T picking in poor, stupid, insufferable, little Jamie. He recalled himself ruining the lament of surprise the first time. His glory hog tendencies had that effect. His bitter smile would have appeared creepy to others as he acted before thinking and stroled up behind the two bullies. He may not have the watch yet, but dealing with bacteria rarely required the universe's most powerful diplomatic weapon. With a creepy smirk he gripped Cashs' shoulder and spun him around before sinking his fist into the thin boys stomach, the sudden punch left the bully winded and unprepared for when a hand went across the back of his neck and a leg stretched across his own sending his sprawling and when he finally realized he was onto the ground a sneaker wearing foot came down hard on his chest.

Ben looked at the scared J.T and scowled.

"Get the hell out of here before I teach what happens to scum like you."

He removed his foot from Cash and let the chubbier glasses wearing big lift him up and help him away. Hopefully that would teach the two to show restraint. He heard a wheeze and turned around just in time to see a gawking Jamie staring at him.

"Y-you went a little far don't you think?"

"Shut the hell up Jamie, get out of here already before someone else tries to bully you." Ben offered as he stepped over to the tree, memories of this day flooding him.

Jamie didn't make it fat before the junkie móvil home rounded the corner and pulled up to the tree where Ben was reminiscing. His smile went from creepy to overjoyed at the sight of his grandpa Max. He was so happy that he could have cried and hugged his elderly mentor. And then punched him and screamed at him for hours for convincing him to leave the old fool behind to hold off Vilgax while he and Gwen and the rest of the would be plumbers turned tail and ran.

"Ben? You alright?" His concerned voice held the same fatherly sincerely he recalled it having, even if it had been nearly seven years since they'd last spoken.

"Yeah grandpa, never better...c'mon old timer summers a wastin'!" Ben happily chimed as he rounded the vehicle and stepped inside, nearly dripping to his knees at the sight of his fiery haired cousin. Her lack of blue tights, scarf, Charms of Bezel, and golden wedding band. His smile fell at the realization that this was Gwen, just not his Gwen.

"Yup, happy to see you too Dorkazoid." The girl offered with a winning smirk. She paused when Ben offered one of his own.

"Pleasures all mine Dweeb Queen. So, grandpa rope you into summer on the road huh?" He offered as he sat across from her, his hand pulling out his half eaten bag of corn chips as he spilled them out of the table between them.

Gweb looked down at the salty snack food then at her doofus cousin and blinked, "Who are you and what have you done with Ben?"

Grandpa Max and Ben shared a chuckle as the young boy sat forward and popped another of the slightly stale chips into his mouth. His smirk making her shudder slightly.

"So Gwenny, hows Ken been?" Ben threw out, he was dying for this moment to last forever, happily talking back and forth with this girl, with grandpa upfront, driving state to state. He almost wanted to forget the watch existed. Until he realized that if he was back, potentially a certain tentacled biped was too.

"Umm, fine. Getting ready for college soon."

"Right! He's...what a junior now? Senior?"

Gwen shuddered. She knew she and Ben at one point got along, when they were forced into the same playpen and had no choice but to socialize or die of boredom but they haven't talked like civilized people about normal topics in ages. The kid in front of her even sat like a completely different person. She narrowed her eyes, even if it took her all summer she'd figure out what King Dork was up to.

June 3rd, 2005 Bellwood National Forest and Campgrounds: 19:48

Ben sat across from the red haired girl, a pair of loose headphones around his head as a CD played, a Falconer song, he wasn't sure which one was playing, but he paused the music as the aged parental figure stepped out with an excited call of dinner, his smile lasted all the way to the table before he placed down the marinated meal-worms.

"Eat up!" He helpfully offered sitting down, Gwen looked to Ben who had already reached out and pinched a grub by the midsection before bringing it to his lips and slurping it down.

"Hmm...needs some salt gramps." Ben offered taking another worm, grossing out his cousin and surprising their grandfather.

Words were exchanged ranging from 'how can you eat that?!' To 'really? I thought they came out pretty good this time…'

Ben eagerly talked back and forth with both of them as much as possible, his normalcy was only good for so much longer before a fancy watch would soon come crashing down and change it all. So he smiled and talked and slurped down worms that really needed more salt. Before he clapped his hands, wiped them down on his cargo pants, and stood from the table.

"I'm going for a walk. Don't roast marshmallows without me, Kay!" Ben said as he strolled away from them and walked into the woods. Gwen and Max shared a look before the red haired girl shrugged. She'd need more than a few hours to figure out how bugged in her head the doofus was.

Away from the campsite the happily humming boy walked casually with both hands in his pockets, his eyes to the sky as he patiently awaited his call to action. His smile didn't falter as he spotted that falling satellite as it came for him. He tackled diving out of the way the first time but as it was it's logically impossible sharp right turn made it slam just a few meters in front of him. His eyes watered slightly as he waved away the dust and said goodbye to his chance at normalcy. His toothy smile widened as he strode forward, his right hand tucked in his pocket, with his left happily extended. Another few steps and a slide into a crater and he was staring down into the most advanced piece of alien technology in the universe. He felt it, the soft jolt of a quick biometric scan as the watch leapt up and clamped shut around his wrist.

He took a slow intake of through his nose as he looked down at the watch, and the hours upon hours it would take to unlock all his preferred functions. He pressed the button on the side and the dial rose into the air, the hourglass expanded to show the form of the ten currently available aliens. Which always struck him as odd considering for a political tool it was dumb to have a set limit as to how many other aliens you could become right off the bat. But his opinion aside he turned through the options until he landed on a particular favorite of his. The chilling ectonurite who gone from a creepy transformation, to his enemy, and then back to a powerful transformation. It was a heck of a roller coaster, but he supposed he wouldn't mind doing it again. So with a smirk he pushed down on the face of the watch and felt it happen, it was the first time all over again. Literally.

When his sole eye opened he spoke in his raspy voice, "Ghostfreak." Naming his aliens, saying the name when he transformed, all habits that would take some getting used to.

Things for later he supposed as he rose from the crater and turned intangible, his invisible form floating eerily through the woods as he made his way back to camp. He hadn't started a fire this time. So both Max and Gwen were sitting around...roasting marshmallows without him…

If he could he'd click his tongue and shake his head. He had given them a very simple instruction. So seeing as they did wrong by him, he wouldn't feel guilty if he played just one it's unitary prank on them.

Still invisible he floated over and lifted the marshmallows into the air and did have them a loud throaty ghostly moan.

"Betrayal…" he said as it was simply impossible to keep from laughing as his dweeb cousins shrieked in fear and grandpa Max stood with his stick gripped in both hands. His body became visible and he clutched at what would be his stomach as his laughed.

"A-a-a g-ghost?!" Gwen asked staring at the gray being that floated away from her. Ben cast a glance his grandpa and saw the knowing look he was being given. How many times could he ply this up?

"I come in peace earthling. I'm looking for the nearest graveyard, I plan on partying with some KILLER ghouls tonight!"

Gwen shrieked and Max stood between her and the strange ectonurite.

"Alright, Alright, sorry. But c'mon that was priceless!" Ghostfreak rasped through a laugh before suddenly reaching for his chest and tapping the Omnitrix symbol there and pausing as if something went wrong.

"Oh...right, haven't unlocked that feature yet. Well I'm sure times almost up anyway. But in case you're wondering, it's me! Ben!"

Both Gwen and Max gaped and started at their relative. As if on cue the symbol on his chest began beeping and flashing red before he changed back to his plane old, a ten year old, self. He happily sat back and let Max talk them through his being an alien, since ghost clearly weren't real, and stayed behind with Gwen as he went to investigate the crash site.

June 3rd, 2005 Bellwood National Forest and Campgrounds 20:05

Ben sat back against the rust bucket, his mind hard at work as he ran through different combinations of turns to begin unlocking the various functions he'd become so dependent on. The master control would take time, a lot of time, and the life lien lock wasn't high on his priority list, but getting a few players for his game would be nice, along with the extended use timer, not to mention a few other things here and there.

"Ha! Gotcha!" Gwen exclaimed as she pointed at Ben. Though he had to remove one of his earphones to hear what she said and he didn't even give her his full attention, instead preferring to keep trying combinations.

"Didn't grandpa say not to mess with that thing?"

Ben stopped and pressed the button again the watch face sinking in without transforming him.

"This thing is from space. It lets me turn into superpowered life forms. I'm ten years old. And who knows what else it could do. Of course I'm gonna fiddle with it!"

"Ugh, your unbearable! Can't you listen to grandpa for once?!" She might've been complaining but she was thankful that some aspect of her goofball cousin were still present.

"Depends in what he says. Besides, it's stuck in my wrist so...his arguments end up kinda mute when I can just...do...this." Ben finished by pressing the butting and slamming down on the face of the watch. His body changed and grew and within moments he towered over the girl who previously had a solid inch on him.

"Diamondhead!" He proclaimed before looking at the skyline for the rising smoke, already catching sight of it. He picked up his dweeb cousins and slung her over his head and into his back.

"Hold on." His voice like crystal wind chimes rubbed oddly against her ears and she did as good as he began his run through the woods. Gwen bouncing up and down on his back as he sprinted through the woods, she pondered that for such a big guy he sure wasn't slow. She almost slammed her head into the name of his neck, thankfully not doing that, as he came to a sudden stop, placing her down not far from the cowering citizens.

"I'm gonna go play hero. You try crowd control. Don't get stomped by a robot." He quickly went through the list before turning and approaching the tall tripes machine with a gun hand and a cyclops eye.

"Lookin' for me scrap heap?" Diamondhead taunted, his hands shifting into meter long blades, wider than what he usually used.

The drones sole eye flashed deep red and fired as beam from its gun arm, Diamondhead however brought his hands together and refracted the beam back, destroying the bot in an instant. The hero turned to gaping crowd and saw that Gwen had led as many of them as far back as she could, but the ranger was quickly approaching.

"You saved us."

"All in a day's work, now if you'll excuse me, that young ladies parents must be worried sick." Diamondhead said as he picked up Gwen once more, she squealed loudly as he took off.

On the run back the watch began beeping and unfortunately for both, they still had a long trek back to camp ahead. But even as Ben came crumbling down, the weight of his cousins on his back, he couldn't help but smile as he muttered to himself.

"Guess this summers going to be a weird one."

A/N: Let me say it again, thanks for chelong out my story, and dint be afraid to leave a review to tell me what you thought!

THANKS FOR READING!