I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 1

All was quiet throughout the dark caverns deep beneath the desert. The only sound that could be heard was the faint dripping of water falling from the stalactites on the cavern's roof.

However the peaceful tranquility was quickly shattered by the thunderous boom from a swirling white vortex ripping through the very fabric of reality, fiercely shaking the caverns with the force of a small earthquake.

It was then two figures came hurtling out from the vortex, one was a gigantic black heavily armed spacecraft named Ship and the other was Ben Tennyson's alien Anodite alter ego Manafest.

Both came careening to the cave's stone floor with crash rivaling the heralding sound of vortex's appearance. Fortunately for the duo because of Ship's metal body and Manafest's body being composed of pure living energy neither had been seriously injured by the fall, but that still didn't mean it didn't hurt.

His head feeling like the after math of an electroshock lobotomy Manafest groaned sorely as he opened his eyes in time to see the vortex crackle unstably and self-destruct as it collapsed in on itself, vanishing from sight.

"You okay Ship? he quickly asked, turning to his large friend.

"Ship," Ship groaned as he transformed back into his smaller normal form nodded somewhat reluctantly, clearly feeling about the same as his transmogrified owner.

As Ship hurried to his owner's side Manafest observed his surroundings. "Okay, I'm guessing some serious science fiction just happened," he said, noting the obvious change of scenery.

"Ship," the mini galvanic mechamorph nodded in agreement.

Standing on his feet Manafest decided now would probably be a good time to return to his human self and tapped the Ultimatrix crest on his chest.

Within an instant he enveloped in erratic flashing green lights and was transformed back into his human self.

"Much better," he sighed, glad to be back in his own skin again. He glanced down at his small companion casting it a small smile. "I don't suppose you know where we are?"

"Ship," Ship replied with an unknowing shrug.

"And I'm guessing same goes for how we get out too huh," he asked.

Ship nodded. "Ship," he confirmed.

Ben gave a heavy sigh, he had been afraid of that. As he allowed his eyes to adjust to the dark he reached down and picked his friend up and placed him on his shoulder. "Then I guess we better start walking," he said.

As they cautiously made their way through the tunnels Ben glanced at the green gauntlet device on his arm, wondering if perhaps he shouldn't use one of the forms to navigate the tunnels faster.

He shook his head at the notion, he had no idea what was out there or what planet he was on, judging from the cave's natural design it was possible he was still on earth. Of course for all he knew they were on a planet with no breathable atmosphere on the surface or even an atmosphere at all.

While it was probably best to keep the Ultimatrix fully charged and his aliens waiting in the wings, he knew he needed to get back to the others as fast as possible. Quickly his thoughts turned to figuring out which of hisaliens would be best served to getting out of here. Armordrillo was out that was for sure, while he could move through the ground with ease he could also accidentally trigger a cave-in and obviously Way Big wasn't an option either. Big Chill certainly was a choice with his intangibility as was Brainstorm and Grey Matter's intellects for navigating the caverns. Ghostfreak was another option he supposed but even if Azmuth had cleared out the bugs with that form as he had said Ben was still hesitant about using it.

Fortunately however it was then a far better form suddenly came to mind, one that was both ideal for surmounting whatever kind of terrain may have laid in the tunnels ahead and one that would have been ideal in navigating the tunnels to find an exit, providing there actually was one.

As he switched on the Ultimatrix's holographic display and began cycling through the displayed forms Ben turned to Ship. "Listen Ship after I go alien turn into a wristwatch and grab hold of me okay?" he requested. "Oh and make sure it's a big one."

"Ship," he replied giving an understanding nod.

After a brief moment of repeatedly twisting the dial Ben at last came upon the form he was looking for. He nostalgically smiled at the familiar form as he pressed down on the hologram. "It's hero time!" he said, unable to help himself.

In a flash he was enveloped in a massive flash of deep emerald light as he was transmogrified.

When the light had faded the human Ben 10 was no more, in his stead stood the eyeless, orange furred (and partially slobbering), beastlike alien Wildmutt.

Unable to speak normally like the Ultimatrix's other forms instead of exclaiming his moniker Wildmutt gave a low guttural animalistic roar.

Having never actually seen this form before Ship naturally backed away fearfully from Wildmutt until he caught sight of the Ultimatrix emblem on Wildmutt's chest.

"Ship?" he asked to double check.

Wildmutt turned to mini mechamorph and gave Ship a friendly nod and grin.

"Ship," Ship said breathing a sigh of relief.

Quickly the mini mechamorph carried out his owner's commands as he morphed around Wildmutt's right wrist turning into a high tech watch.

With his small companion in place Wildmutt deeply sniffed the air, allowing his powerful Vulpimancer nostrils to take in the surrounding odors that would have been invisible to anything else.

It took little time for his gill-like nostrils to identify surprisingly wide array of scents as he sorted through them.

Wet rock. No.

Moss. No.

Rats. No, but on the plus side now he at least knew he was still on earth.

Bats. No.

Bat guano. No (and gross!).

And…

He paused as he took in another sniff. There was something else something he couldn't identify yet was strangely familiar somehow.

Ignoring the strange odor for the moment he resumed his search.

With another sniff he was shocked to discover a scent he had often picked up in this form, it was faint but there was no mistaking the scent of Gwen Tennyson.

It was strange however, it was Gwen's scent but it was somehow a little different. However he shoved his curiosity to the matter aside as he noted the definite scent of fresh air.

Locking onto the scent Wildmutt charged through the tunnels following the odor trail to freedom.

Within moments of navigating through the tunnels Wildmutt was at last met with a cave opening which he happily bounded out of and into the desert sun heatedly beating down on the somewhat barren landscape as it maintained its peak in the sky, signaling the arrival of high noon.

Inhaling a few more breathes of air he quickly turned to the direction where Gwen's scent was coming from.

It was still extremely faint but to his relief it was also mixed with hundreds of other peoples' scents, most like indicating a small town or something of the like.

Quickly Wildmutt dug one of his claws into the ground making an arrow pointing directly towards the source of the combined odors.

When he finished he began shaking his front right paw, wordlessly telling his shape shifting passenger that the ride was over.

Understanding what Wildmutt was trying to tell him Ship quickly obeyed and slid off his wrist as he returned to his normal form.

No sooner had Ship departed from Wildmutt's wrist then the heroic Vulpimancer was surrounded and engulfed by a bright green glow and was transformed.

"Jetray!" exclaimed the newly transformed Aerophibian before turning to the Mini Galvanic mechamorph. "Good news buddy, according to Wildmutt's nose there's some kind of town a few miles from here. Feel up to a little race?"

Immediately the mini Mechamorph began to swell and expand as he took shape into his 'Big mode'. "Ship!" he replied eagerly as he revved his newly formed engines before igniting sending him blasting into the distance towards the town.

"So much for 'ready set go'," Jetray chuckled as he took to the skies in hot pursuit of his friend.

Unbeknownst to the Jetray or Ship the source of the mysterious scent he'd detected earlier was watching from the shadows of a neighboring as the duo faded from sight into the distance.

Whatever those Earth beings were they had been fortunate they had not come any closer, it thought, not that it wouldn't have minded some more earth food mind you.

The shrouded creature then shrugged as it returned back into the depths of the cave, there would always be time to eat later right now there was work to be done. The master's will took precedence above all else.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

As sun began to set into the distance Ben wandered through the streets of the village in search of payphone seeing as how for some reason his cell wasn't working. It had been a relatively short flight from the cave to the village Ben was eager to get off his feet. After catching up with Ship they had decided to touch down about half an hour's walk from the town. After all, a flying red manta ray and a giant battle ship were probably something best left out of the public eye.

Now with Ship disguised as watch on his right wrist, Ben couldn't help but be overcome with a strong sense of nostalgia as everything from the souvenir booths to the buildings themselves brought him back to that summer eight years ago, more specifically the werewolf incident. In fact if he didn't know any better…

Ben's thought's were suddenly brought to a screeching halt as he rounded a corner and came face to face with something that he knew shouldn't be there. There parked before him in its slightly rusted glory was his Grandfather's old RV, the original Rustbucket.

Staring in mute wide eyed shock at the vehicle his ears suddenly picked up a voice amidst the small crowd of tourists and locals and overly familiar Navaho music. It was the tail end of a conversation he'd already heard years ago.

"–you been interested in Native American spiritual dance?" a familiar voice questioned incredulously.

"Only like forever dweeb," another familiar voice answered. "It rocks!"

Ben immediately shifted his gaze to beyond the RV to once again be left rendered shocked beyond reason as his eyes fell on the sight of his ten year old self and Gwen.

Apparently his stares did not go unnoticed by his cousin, seeming to sense they were being watched Gwen turned her gaze towards him. "Uh crud!" Ben exclaimed as he snapped back to his senses and bolted from sight behind the RV. "Not good! Not good! Not good! Not good!"

"Ship?" Ship asked, puzzled by Ben's odd behavior.

"We got to get out of here fast!" Ben replied doing his best not to panic. "Sci-fi rule number one; screw with the past and monkeys take over the future."

Just then the sky were lit up with the light of a strange aura and as the skies began to rapidly cloud over and rumble with thunder he couldn't help but groan. Having lived through this once already Ben knew what was coming next.

"Ship get into the RV and hide!" he ordered. "I'll come for you shortly and explain just stay out of sight!"

While not understanding what was going on Ship did what he was told and quickly slid off his owner's wrist and oozed in under the old RV's hood.

Quickly Ben activated the selection display of the Ultimatrix and frantically began twisting the dial, searching for a form that would make himself scarce. The last thing he wanted to do was make time paradox that would alter the future for the worse. Meaning he couldn't be seen. At last he found the image of the perfect alien for the job, Nanomech. Small was good in this case, in fact the smaller the better because the smaller he was the less chance he'd be able to rewrite history.

As he readied to bring his hand down on the displayed image the ground beneath his feet suddenly shook from an impact nearby causing him to lose his balance and stumble, unknowingly causing the watch's dial to bump against the Rustabucket's grill and changing the selected form.

Not noticing the shift in selection and not wanting to stick around a second longer Ben brought his hand down on the displayed form. It was only at the last possible second before his hand hit the displayed form that he saw it was the wrong one.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

While she wondered what was up with her dweeb cousin's sudden interest in Native American dances Gwen felt the odd sensation she was being watched.

Glancing around them she spotted a teenage boy dressed in a green sports jacket staring at them with wide eyes near the Rustbucket.

No sooner than she had spotted him than he suddenly dove out of sight behind the old RV.

She was about to say something to her grandfather when suddenly the sky began to began to blacken with heavy storm clouds.

As a crack of thunder resonated from the heavens she looked up at the sky. "You sure you're not doing a rain dance?" she asked Mr. Greene's granddaughter who had just joined them after demonstrating a Navaho dance for some tourists.

"Positive," the raven haired girl replied certainly. "Why?

It was then the area was blanketed with a heavy rainfall and a second later was struck with duo strikes of purple lightning that shook the very ground beneath their feet, narrowly missing a pair of tourists.

"That's why!" exclaimed Gwen.

Quickly Max sprang into action. "Take cover in the Rustbucket!" he said hurredly ushering them towards the vehicle while Ben stood frozen in place, seemingly lost in some kind of daze.

As the two girls and their grandfathers ran for the Rustbucket a green flash ahead blinded them momentarily causing Gwen to stumble trip and fall, accidentally bringing Kai down with her.

Suddenly a third bolt of purple lightning came crashing down behind them jarring Ben from his stupor.

Everyone stared in alarm as something with ferocious purple eyes stood in the midst of the dust cloud kicked up by the lightning's impact.

Ben gulped as it loomed over him casting him a piecing glare through the dust. "Anyone want to ask that thing for an umbrella?" he asked as the rain quickly cleared the dust from the air, revealing the form of the creature while still somehow remaining obscured in the shadows.

The dark creature snarled as it quickly turned and ran off into the storm just as Max and Mr. Greene ran to Ben's aid.

As Gwen and Kai picked themselves up off the ground the whole area suddenly shook as the roar of crashing wave suddenly thundered from nearby. Everyone turned in time to see a huge wall of water come crashing from around a corner just beyond the Rustbucket.

"Flashflood!" Mr. Greene warned with a shout.

Instantly everyone's survival instincts kicked in and they all went running for the nearest high ground.

Making it to safety Mr. Green, Max and Ben were quick to scramble up the nearby buildings. Gwen and Kai however fell just a few feet short of making it to the Rustbucket before they were suddenly hit and swept away by the wall of water.

"Help!" Kai screamed as she and Gwen were carried away by the waves.

Keeping her wits about her Gwen saved her breath and quickly reached for the Omnitrix around her left wrist, twisting the dial until she found the image for her Piscciss Volann alter ego and brought her right hand down on the alien device. Nothing happened.

Stupid watch! She mentally screamed.

Seeing the watch had once again failed his cousin Ben quickly sprang into action. "Gwen! Kai! Hang on!" he shouted as he leaped from the roof of the building towards a passing oil drum in the water.

Thankfully his aim had been true and he came landing securely atop the barrel, using it as a makeshift raft as he went after the girls.

"Take my hands," he shouted reaching for the two girls as the flood waters continued to surge around them.

Unfortunately as the two girls grabbed his hands they inadvertently pulled him into the water with them. Perhaps if it had been one girl who he had been rescuing Ben might have able to hold onto the barrel better and the outcome would have been different, but unfortunately that hadn't happened and this was the result.

As the three kids desperately tried grabbing back onto the oil drum they immediately spotted a large crate set on a collision course with them.

Only a split second away from the two objects crashing together with them in the middle Gwen closed her eyes and prayed for a miracle.

Suddenly from out of nowhere she heard the clang of something landing on the drum then felt something warm clamp around the Omnitrix before she felt herself being suddenly hoisted out of the water and brought flying through the air with whatever had grabbed onto her.

To her relief when she opened her eyes she saw that Ben and Kai were safely in the arms of whoever had saved them. But it was then that her logical side of her senses kicked in and she noticed Ben and Kai's twin looks of shock, and then the black claws and light blue fur before they finished making note that both their savior's arms were occupied and asked the question 'what holding my arm?'

As her emerald eyes traveled upward they quickly went wide with horror when she saw the creature's wolf like head or – more to the point – HER ARM IN IT'S MOUTH!

It was then Kai let out a terrified scream as they soared through the air and came landing on a rooftop.

Quickly the werewolf released its captives from its arms (and mouth!) as it tightly clutched its ears trying to block out Kai's shrill screams as it let out a pained howl of its own, scaring Kai enough to quiet down.

The stood frozen in frightened silence as the werewolf eyed them closely as though it were sizing them up.

At first Gwen thought maybe the creature was trying to decide which of them to eat first when she noticed the concern in its eyes, almost as if it were inspecting them to so if they were alright.

Then something beyond strange happened. As its eyes looked them over its concern turned to confusion as it spotted the Omnitrix on her wrist. Clearly confused by something the werewolf then turned to Ben who flinched as the creature's gaze fell on him. The werewolf then looked back at Gwen then again at Ben then finally at Gwen again.

Clearly confused by something the werewolf turned and bolted for the edge of the roof and leapt across the flowing river below, disappearing into the storm leaving the trio in stunned silence.

After several moments it was Ben that finally broke the silence. "Okay… what just happened?" he asked. "Did we just get saved by a werewolf?"

Dazed by all that had just happened Kai nodded as she stared off into the distance the werewolf had vanished into. "I think so," she said, lost in awe.

It was then Gwen heard strange pinging and whirring noises coming from the watch. Raising her left wrist she saw the dial and buttons had begun glowing yellow. Now what was this thing doing? She wondered in frustration. She sighed wearily. Sometimes she wished she never found this thing.

As they stared off into the rain wondering what had just happened they were joined by Max and Mr. Green.

"Hey are you kids alright?" Grandpa Max asked worriedly. "We lost sight of you for a second there, what happened?"

"Believe it or not Grandpa, I think we were just saved by the wolfman," Ben replied in stunned disbelief.

As Max stared at his grandson Gwen nodded in agreement confirming his story.

Just then their attention was drawn by a burst of lightning near the summit overlooking the village, which for a split second lit up the radio tower to reveal the purple eyed werewolf ripping off the satellite dish from the tower before once again vanishing into the darkness with its prize.

"Grandpa was that a–?" Kai began as everyone stared into the darkness as the rain began to stop.

Mr. Greene nodded before he turned to Max with a concerned look on his face. "You all better come with me; I think there's something you three need to see."

Noting his concern Max and the others nodded and followed after him to see what he had to show them.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

As the waters began to recede a green flash lit up the area near the Rustbucket as Ben transformed back into his teenage human form. "Okay that was weird," he muttered to himself, summing up the entire experience of just saving his cousin, his first crush, and his past self not mention accidently transforming into the very form he'd acquired here. The universe it seemed had one warped sense of humor.

He couldn't help but shake his head in utter confusion, and who could blame him for being confused, nothing made sense. Seriously what was going on here, since when did Gwen have the Omnitrix!

Knowing he needed to figure out what was happening he took a deep breath and calmed his thoughts. Okay, he thought, on the one hand he could understand how his presence might have altered the course of events, causing his past self's failed rescue attempt for Kai and Gwen.

But what about Gwen wearing the Omnitrix? He wondered. He and Ship had only been here for at least no more than two, maybe three hours tops. His past self should have found the Omnitrix just over a month ago from here, meaning there was no way he could have had anything to do with Gwen now having the Omnitrix.

He sighed heavily as he wearily rubbed his head. To anyone else this would make no sense whatsoever, but ever since his life had become one nonstop sci-fi marathon it sadly did. "Great," he groaned as he opened the door entered the RV. "We're in an alternate dimension. Somehow that just figures but at least on the plus side I don't really have to worry about the whole monkey future thing." He then looked around the empty RV. "Ship, you here?"

Hearing his masters call the mini Galvanic Mechamorph slid out from behind the dashboard and jumped into his master's arms. "Ship!" exclaimed happily as he let out a content purr, clearly he'd missed his owner.

"Good news Ship we don't have to worry about messing up the timeline," he said positively as they exited the RV. "We're not in our own universe."

"Ship?" Ship replied, confused.

"Yeah, I don't really get it either," Ben sighed. "I just say we're here so let's just go with it. Come on, we got a rendezvous to make at the local museum."

Ship nodded and transformed back into his watch form attaching himself to Ben's right wrist.

Ben couldn't help but smile as he walked towards the Navaho museum, despite the situation of not being in his own universe anymore, things certainly promised to get interesting.

Author's notes.

Hope you liked the first chapter, and for those of you who haven't figured it out yet. Ben Prime is duly titled because it's actually THE BEGINNING OF SEVARAL DIFFERENT STORIES SET IN ALTERNATE REALITIES. Can you say BOOYEAH! That's right I'm a genius (he said with false modesty)!

However it should be noted that for those of you who enjoyed this first chapter that my life is rather hectic and combined with the fact that I'm a perfectionist when writing (to the point of almost being psychotically so), chapter updates will be few and far between. Sorry but that's just how it is. To recap and clarify, there will be updates but they will occur sporadically. Again sorry.