Ultimate JLU

Chapter 1

I don't own Ben 10 or Justice League

Flash back

It all started with the return of a certain warlord. However, this time, Ben Tennyson was out fighting another alien halfway around the world, and nowhere near Bellwood. When Ben arrived back home everything looked normal, but when he got inside he saw the most horrific thing imaginable.

His parents, Julie, Gwen, Grandpa Max, and Kevin were all bleeding profusely on the floor. Ben immediately came to check for each for a pulse, some sign they were still alive. The shock and horror was growing more evident on Ben's face after every passing minute. Unfortunately, they were already gone.

Right then and there, something snapped inside of Ben Tennyson. The teen hero swore to find and punish whoever did this his loved ones. At that time, he heard what sounded like heavy, metallic footsteps.

Ben whirled around only to come face to face with his archenemy, Vilgax. The squid-face warrior told Ben what he did in a superior, smug tone of voice. It was enough to through Ben over the edge, considering that he almost killed the worthless warlord.

But deep down, Ben just couldn't bring himself to do it. If he had killed him, he would be killing the man that his family taught him to be. Reluctantly, Ben had spared the green warlord's life.

Fast-forward, now the green eyed hero is on a roof top over seven stories high. Ben was heartbroken; all he wanted is to see his family again. He didn't care about life anymore, he just didn't care.

And for good reasons, he has no family, no friends, and just absolutely nothing left. Besides, Ben figured he wasn't really needed, or even appreciated for sacrificing a normal life for that of a hero.

Ben knew then that Will Harangue will finally get his wish; there will be no more Ben Tennyson. With that thought in mind, the brunette haired hero leaned forward over the building, and let himself fall to his death. Just before he closed his eyes, he saw a flash of blue light. Then, everything went black.

After that, Ben's eyes fluttered open, only to find that he was laying face first in an alley. He groaned in misery and frustration whilst wondering who was responsible for this.

Ben walked out of the alley and saw a bunch of human looking people, only they hand angel like wings on their backs. They were armed with weapons ranging from maces, and axes to swords. Behind them was what looked like floating tanks?

He kept walking in the other direction in a state of confusion. The Ultimatrix wielder came to a newsstand to find that the headline read: Thanagarians arrest Justice League!

Ben didn't know who the Justice league was. Nevertheless, he knew that they must be the good guys with a name like that, despite how corny it sounded.

Flashback end

At the present moment, Big Chill is flying towards a ship that is used for holding the prisoner, including the Justice League. His only hope is that they were more competent then the Galactic Enforcers. He scowled at the memory of those idiotic heroes.

The Necrofriggian phased through the bulkhead of ship. Once he got into a hallway, Ben slapped the Ultimatrix dial on his chest. In a flash of emerald light, he transformed into Heatblast just as Thanagarian guards spotted Ben and charged him. Heatblast wasn't worried; he simply held up his hands and cut loose by shooting off endless streams of fire.

While he discharged fire-streams to the annoying bird men, Ben continued walking down the corridor towards what he hoped is where they keep their prisoners.

Superman is sitting in his cell, under a lamp that simulates the light of a red sun. The strongest hero on Earth felt weaker than he ever has before. He was beginning to lose all hope to their predicament, until suddenly all the guards started to leave.

Even without his super hearing, Clark could hear them muttering something about a fire. They run towards the entrance, but right on cue, the metal doors are blown off their hinges by an inferno, sending the Thanagarian guard to the ground unconscious.

Superman turned his head towards the doors only to see one of the strangest beings he had ever seen, walking casually into the room. It looked like molten rock partially cooled but in the form of a man, with flames coursing around.

After Heatblast blew down the doors, he walked into the room to see several cells with force fields being used as doors. He made his way toward one of them to see a big, broad man in blue spandex with a big red 'S' inside a diamond shaped pentagon. From the look on the man's face, it was clear that he had never seen a Pyronite before.

Heatblast looks at him and asks, "Are you guys the Justice League?"

Superman simply nodded.

As a result, Heatblast holds up his right hand and shoots out a burst of flames towards the control panel, thus shutting down the force field. Ben walks up to Superman, melt his restraints, and help him out of the cell, only to see more guards flooding into the room.

Heatblast picked up an axe he found on the floor and handed it to him.

"I'll hold off the guards. Get your friends freed!" Heatblast shouted.

Heatblast attacked with rage as he charged through kicking, punching, and burning the "annoying chicken people". The Pyronite looked up momentarily to notice the most beautiful woman he had ever seen fighting alongside him.

She had long black hair and an amazing body. She wore a gold tiara and red and blue leotard with a golden lasso strapped to her waist.

At that moment, Ben was grateful that he is unable to blush as Heatblast, because he surely would be. As Heatblast was fighting, he took notice of a guard bigger than the others carrying some type of large energy weapon.

There was no way Ben was going to risk losing of his new allies, so he jumped in front of her and slapped the Ultimatrix dial.

After Superman had let Wonder Woman out, she immediately joins the fight, and saw the thing that had freed Superman.

In Diana's mind, it looked like a demon holding nothing back. It punched, kicked, and burned the guards like only an experienced fighter could. She glanced back at what Heatblast was doing and continue to fight off as many Thanagarians as she could.

As soon as Wonder Woman looked up, she saw a more rotund guard holding up a big energy blaster. Instinctively, she rose up her bracelets, hoping that she could deflect the energy discharge with them.

Unexpectedly, the fire creature leaped in front of her and places a hand to his chest. All of a sudden, a bright flash of green light envelopes the room.

"Chromastone!"

In the magma-man's place stood a humanoid creature that was made of purple rock and had pink crystal pikes on its back, head, and chest. This new being known as Chromastone, stood defensively in front of Diana.

Chromastone points at the rotund Thanagarian and mocks, "Come on fatty! Give me your best shot!"

The Thanagarian growls, charges the gun, and fires it in response. Wonder Woman's eyes widen, thinking that the energy ray would destroy him. However, the amethyst rock creature just stands there unharmed.

After Chromastone absorbed the blast, he stared at the fat Thanagarian with a cocky grin.

"My turn,"

Ben lifts up his hands and fires a giant blast of rainbow colored light into the side of the ship. He then knocks out the rest of the Thanagarian guards with smaller, non-fatal blasts.

Chromastone turns around and shouts, "If you can fly, grab someone who can't."

Diana grabs Flash, Superman grabs Batman, and J'onn grabs John. Wonder Woman looks back and is surprised to see Chromastone flying out of the ship with them. Who would've guessed a being made out of stone and crystal could fly?

Flash glances up at her and states, "I may be mistaken, but I think this guy is on our side."

The instant, the group of heroes land in Metropolis, they make their way into a closed department store.

"I'll keep the bird men busy while you guys think of a plan." Chromastone volunteered.

The League nodded their heads in agreement.

Immediately, Ben turns into Big Chill, goes intangible, and flies out of the building to wreak havoc on the Thanagarians.

Green Lantern turned to Superman and asked, "How is that X-Ray vision coming?"

Superman moved his head around, before replying with smirk "Good enough to see every Thanagarian in a two block radius frozen solid."

Flash whistled as he remarked, "Looks like the new guy is holding his own."

"Was there even a doubt?" A cold, raspy voice says.

Flash whips around just in time to see the moth-man close his wings around himself to give it the appearance of a phantom like cloak.

"What's our next move?" Big Chill inquired.

"We need to go underground, and rethink our plan of attack. We can meet up at my house in Gotham." stated Batman.

"Not bad, but how are we going to do that when you guys stick out like sore thumbs in those costumes?" asked Ben.

"He has a point." J'onn agreed. "They are looking for the Justice League. Remove the costumes and we are just ordinary citizens."

"Wait! Hold it! Time out! I trust you guys, but what about him?" Flash queried while jerking a thumb in Big Chill's direction.

The Necrofriggian scowled at Flash before he responded, "I broke you out of your cells and distracted any nearby Thanagarians! If that is not enough, fine! I'll go first!"

The Justice League watched as the blue moth-man raised his hand to the symbol on his chest and tapped it. After another blinding flash of emerald, in Big Chill's place stood what appeared to be a teenager in blue/white sneaker, blue denim jeans, a black t-shirt, and a green jacket.

"I'm Ben Tennyson," He said with a lack of emotion in his voice.

The entire League was wide eyed at this unexpected development. As they stared at the young man in front of them, John was the first to snap out of it.

"A kid! Are you kidding me! A kid had to save us from the Thanagarians?!" John exclaimed in disbelief.

"Hey I'm eighteen, tough guy! And I've been doing this hero thing since I was ten." Ben replied angrily.

This only elicited more wide eyes from the group of older heroes.

Superman blinked. "Since when?"

Ben sighed as he explained, "I became a hero when I found this device called the Omnitrix when I was ten years old. It allowed me to become different aliens and I used their abilities to help people. Two years ago, after a battle with my one of my old villains, I got this new version, the Ultimatrix."

Finally Batman snapped out of it. He walked up to Ben and pulled off his cowl. "Bruce Wayne, Superman is Clark Kent, Green Lantern is John Stewart, Flash is Wally West, and you already know Diana and J'onn."

"Cool. So you guys get changed so we can get out of here." Ben said.

They all nodded.

"Okay, one more thing. They are looking for the seven of us so let's go in two groups of two and a group of three." Bruce advised.

"So who takes the kid?" asked John, earning a glare from Ben.

"He can go with Diana and me. We can pose as a family out on the town." Batman answered.

"Ok then, let's get going!" exclaimed Flash.

After they put on their civilian clothes, the League split up and went their separate ways to not draw suspicion.

As Bruce, Diana, and Ben were walking, Diana looked at Ben with concern. One of her gifts from the Gods was she could read other people's emotions. She could tell that he had gone through something traumatizing, something that would've broken the average person. She decided to make conversation with their newest ally.

"So what powers do you have Ben?"

He looked at her and replied in a steady voice, "It depends on what I turn into and that is determined by the situation I am in. However, it is a very wide range. I have flight, super strength, super speed, super durability, super stamina, regeneration, duplicating, elemental powers, energy absorption and redirecting, laser visions, and telepathy are a few of the powers I have."

Diana and Bruce were once again wide eyed. If Ben was telling the truth, he was more powerful than the entire league. Yet the brown haired teen acted like it was no big deal, and he implied that he had more abilities. They came out of their inner musing when they realized he was still talking.

"Of course, I had like sixty aliens unlocked on this watch but when I got here I only have twenty now. The others will re unlock themselves with time… I hope." Ben glanced at the Ultimatrix unsurely for a second.

Diana's interest and curiosity was captured. She was indeed eager to know more of Ben's alien transformation. Though he wouldn't admit it, Bruce was too.

(A/N: This is to let all you people know which ones I am giving him to start with. Ben will unlock others later.)

"Let's see I have Way Big, Blitzwolfer, Snare-Oh, Big Chill, Cannonbolt, XLR8, Humungousaur, Jetray, Chromastone, Rath, Spidermonkey, Echo Echo, Swampfire, Upgrade, Goop, Water Hazard, Heatblast, Diamondhead, Ghostfreak and Grey Matter." Ben listed out, not counting the Ultimate forms.

"That is an interesting bunch of names." Diana noted with a smirk.

"Yeah, some I have had since I was ten, others more recently. I'll give you a list of their abilities when we get to our destination." Ben replied.

Bruce, Ben, and Diana walked up the steps that led to Wayne Manor. They continued inside where Ben met Bruce's aging butler and friend, Alfred. The elderly butler asked if Bruce needed anything.

"I'm fine, Alfred." Bruce responded.

Alfred nodded and then looked towards Diana and Ben. "What you two care for anything?"

On cue, Ben heard the distinct sounds of rumbling in his torso. He knew what that meant.

"You know where the kitchen is? I haven't eaten in twenty-four hours." Ben stated.

"I'll get you something to eat and bring it to." Alfred replied.

Ben smiled and thanked the kind man.

The superhero trio continued into the house until Bruce opened up a grandfather clock, which hid a stone staircase. After stepping down the last step of the stairway, Diana smirked when she saw Ben's expression upon seeing the Batcave.

It was large cave that had an awesome looking car, relics gathered from previous missions, and a giant computer screen and terminal in one corner.

"Welcome to the Batcave." Bruce smirked. "Now…for that list of powers,"

"Yeah, you want me to demonstrate or just tell you?" Ben asked seriously.

"Just tell us for now, it'll be faster." Batman complied.

"Okay then,"

Ben then proceeded to tell them which each alien in his current arsenal could do.

"Your guests are here, Master Bruce." Alfred informed as he let in the last two members of the League, Flash and GL.

"Your late," Bruce noted, who was back in his Batman costume.

"Well it is good to see you two." John retorted.

"Wow!" Flash exclaimed as his eyes caught sight of a mechanical T-Rex. "That's a giant dinosaur."

"Amazing, and I thought Batman was the detective." Alfred remarked.

Ben smirked. 'I knew I'd like him.' He thought.

"So why are the Thanagarians really here?" John asked.

"Obviously not to protect us," Clark stated.

"Also, if the Gordanians are nowhere near Earth, than why do they need to build that force field?" Diana asked.

"I doubt that it even is a force field. Why don't you let me take a look at it see if I can figure it out?" Ben offered.

"No offense kid, but if Bats doesn't know, then how could you?" GL asked.

"I have hyper intelligent transformations, so sue me!" The brunette haired teen replied with slight irritation.

"Don't bother I can tell you what it is." A voice Ben did not recognize call out.

He turned to see a Thanagarian woman step out of the shadows. He immediately assumed for her to be Hawkgirl.

Clark removed his glasses and with a voice so steady it was kind of scary said, "You've got a lot of nerve showing up here."

Diana stepped forward and added with an even scarier voice. "We should thank you. It saves us the trouble of tracking you down."

All of a sudden, a flash of green illuminated the entire cave.

"Humungousaur!" A deep, guttural voice yelled.

When the light died down, standing in Ben's place was what looked like a 12 foot tall brown, bipedal reached out and grabbed the traitorous Leaguer. The rest looked up at the creature in awe and trepidation.

"Wait! I came here to help, not to fight." She quickly said, with fear in her voice from being grabbed by the beige/brown reptile.

Ben looked down at the others with a raised brow, not really sure at the moment.

Bruce glared at Shayera for a fleeting moment. "Let her go," He said in a low, almost deadly voice.

Humungousaur let her down, still glaring at her cautiously. He then took a few steps back before slapping the Ultimatrix dial. In a familiar flash of green, Humungousaur transformed back to Ben.

Flash instantly appeared right in front of Ben, almost startling the teen hero.

"You can turn into a dinosaur?! Oh wow, that is the most awesome thing ever! Are there any other dinosaurs on that thing?" Flash exclaimed with obvious excitement.

"Flash, shut up!" Bruce said.

"They're building a hyper-space bypass. If it is activated, it will destroy this entire planet." Shayera explained as she walked up to Bruce and handed him a purple looking floppy disk. "Here, this should tell you everything you need to know."

Batman accepted the disk, and then shot her a deadly glare.

"Believe me… I had no idea of the magnitude of Talak's plans." Shayera stated sincerely.

The Dark Knight looked at the floppy disk for a second before he placed it in one of his utility belt pockets. "We'll look into. There's the door." He said as he proceeded to another room, with the other League members in his wake.

Ben looked back to see Shayera hand John a green ring before she leaped into the air and flew out the door.

"She didn't propose to your or anything, did she?" Ben folded his arms and smirked.

John merely glared back at Ben before he placed the ring on one of his right hand fingers. Suddenly, a green hazy light surrounded his body as he levitated off the ground.

"Okay, I have to admit, that is pretty awesome." Ben grinned.

After inserting the disk into its proper slot in the computer, the League and Ben watched a simulation of the Earth being destroyed if the bypass were to go off.

"Ingenious," Bruce stated.

"Yeah, I'm impressed." The Man of Steel then took off his glasses. "Let's go wreck it!"

"But they have a force field." Flash implied. "How do we get through that?"

Out of nowhere, there was another flash of green light.

"Grey Matter!"

A little gray alien with a bulbous head climbed onto the computer and started jumping from key to key as if he had used that computer for years.

"The force field generator would be too dangerous to have at the bypass. It is probably done by remote from the flag ship." Grey Matter explained. He then jumped off the computer as the screen displayed the blueprints for the flag ship.

Grey Matter tapped the Ultimatrix dial on his back, and transformed back to Ben. He looked at John and smirked. "That good enough for yah?"

GL just huffed in response.

"We need to get moving!" Batman interjected. "The perimeter alarm was just triggered,"

"So they found us, huh? This should be fun." Ben replied.

"Everyone hurry and suit up!" Batman yelled.

While they changed Ben found the alien he wanted, he slammed his hand down on Diamondhead's hologram.

The Thanagarians busted through the entrance and into the Batcave.

"There hiding in here somewhere, leave no stone unturned." The leader of the group commanded.

Suddenly, large greenish-blue crystal shards shot out of a shadow and pierced all of their weapons. The leader turned only to get a diamond hard fist to the face. After that, the fight was pretty easy for the league.

Without their weapons and leader, the Thangarian soldiers were almost too easy to beat. When they were done Batman, came up with a plan.

"Okay I want Superman, Wonder Woman, Green Lantern, and Ben to take out the force field generator on the command ship. Meanwhile, Flash, J'onn, and I will reclaim the Watchtower." The Dark Knight explicated.

Whoa, whoa hold it! How do you plan on getting into the Watchtower?" Flash inquired.

"With that," Batman pointed at the Thanagarian ship parked outside the mansion.

(A/N: I can't think how to write the next couple scenes so I am skipping over them. This means that Batman is guiding the Watchtower to target, and Wonder Woman just broke into the command ship.)

Jetray flew in right behind Wonder Woman as she punched through the windshield of the command ship. They easily took out the men in there, and then proceeded to the hallway to look for the force field controls.

They saw that the corridor split into two different directions. He looked at the Amazon and suggested, "You go left, and I go right."

"Sounds good, wanna see who gets to the shield generator first?" Diana replied.

Ben smirked, and then taped the Ultimatrix symbol, after the flash of green there stood Humungousaur.

Continuing to smirk, he looks down at Diana.

"Ready…set…go!" She says.

Humungousaur lets loose a loud, booming roar and charges down his path. Diana just smiles then yells a battle cry and starts running down her path. May the Lord be with whoever stands in their way.

After putting the beat-down on more Thanagarians, Ben sees Shayera inside a cell. Ben is inwardly debating whether or not if he should let her out. After mulling on it for a moment, smashes the control panel, shutting off the bars and force field that kept her contained.

"This ship is probably going to crash. You should get off." Humungousaur advised.

"No. I want to atone for my mistakes." Shayera replied with a determined look.

Ben only nods (understanding just wanting to rectify a mistake.) He then continues to run down the corridor at full speed. Shayera picks up a fallen Thanagarians mace then follows Ben. The alien duo eventually arrived to the generator room.

As soon as they entered, they witnessed Green Lantern's shoulder get broken with a sickening crack. Shayera rushes over when she sees Hro Talak about to deliver the killing blow.

"Hro stop! You are a soldier, not a murderer." She reasoned.

The Thanagarian commander only looks down at her and strikes her across the face.

"I'm a fool, for ever loving you!" Hro bellowed.

He would have said more if Humungousaur's fist had not collided with his face. The blow sent Talak flying backward until he hit the metal wall hard. Ben let out another roar before he then tapped the Ultimatrix disk.

After the following flash of green, there stood a humanoid blob of green goo with a flying saucer looking device over its head.

"Goop!" The green Polymorph cried out in a squeaky, underwater type voice.

Goop points at Hro and challenges, "Alright bird man, let's go!"

A superior, cocky grin appears on Hro's face as he grabs his axe and charges. He easily slices right through Goop's chest the next second.

"NO!" Shayera screamed in horror.

Hro turns around to face Shayera with a superior, smug grin. As he proceeds over towards her (in an attempt to kill her) he suddenly feels a tap on his shoulder. Talak turns his head just in time to get punched straight in the face. The force behind the blow sent the Thanagarian warrior crashing into a wall once more.

"Where did you think you were going? I'm not done with you yet!" Goop said. He then averts his attention towards Shayera. "Go help John, and try to turn off the force field. I'll keep Hro here busy."

Shayera comes to John's sides and helps him over to the force field controls. With their combined effort, they manage to shut off the generator. They smile at each other, then turn to see Ben wrapped around Hro, keeping him from moving.

The trio whip around when they hear the groaning. They see the door burst open with Diana standing there with unconscious guards at her feet.

With her sword raised she asks, "Who's next?"

Right on cue, several guards pour out of the other entry way with their weapons primed and ready.

"Stand down!" Hro yells.

"Commander," One of the soldiers says confusingly.

"This battle has been lost. There is no more reason to fight. Let them go." He commands, ignoring the incredulous looks from his troops. He then limps towards Shayera and gives her a glare. "I hope you're happy. It will take us years to rebuild elsewhere."

Shayera merely glared back and stated, "Then you better get started."

John, Shayera, Diana, and Goop then walk out of the room.

Later (in Wayne Manor)

The members of the Justice League (except Hawkgirl) are discussing what to do about the traitorous leaguer.

"She gave away our secrets, betrayed us, and put the Earth in danger!" Diana shouted.

"Yea but she has no one anymore, and when push came to shove she came through for us, like always." countered Flash.

"We're argueing in circles, let's put it to a vote." Batman replied.

Meanwhile, Ben and Shayera are sitting on a couch, watching the news while Ben is tinkering with some things as Grey Matter. The Galvan sees the look on her face and puts down his project, then jumps toward her then climbs up her arm.

She doesn't notice, her mind being elsewhere. Only when Grey Matter taps her shoulder before sitting down on it does she realize what happened.

Ben looks her in the eye and says, "If it weren't for you, we wouldn't be watching this annoying reporter today. No matter what is decided, you'll always be a hero."

Shayera sincerely smiled at him as he smiled back. The little grey alien then jumped back down to the table to continue working on his project, just as Alfred walked in.

"Miss, they are read to see you now." He said.

The female Thanagarian thanks Alfred then walks toward the door. Before she enters the room, she turns around to see Ben smile at her. She smiles back as she walks into the room.

Later, Shayera jumps off the cliff, and flies away after stating that she would be resigning from the Justice League. Without warning, she notices something flying next to her. Shayera turns her head to look at what it was, and is shocked to see what appears to be a ghost.

She stops and turns then notices the green and black symbol on its chest.

She asks just to be sure, "Ben?"

"Yea, it's me." He answers in a raspy, whisper type voice. "I call this guy, Ghostfreak."

"What are you doing?"

"I have something for you, but I was invisible until we were alone." Ghostfreak replied.

The long auburn haired Thanagarian blushes and stares at him expectantly. The Ectonurite hands her a little coin shaped device with the same symbol as the Ultimatrix on it.

"What is it?" Shayera asked as he examined the coin.

"That is what I was working on when I was Grey Matter. It's a communication device that works on a frequency only the Ultimatrix can detect." Ghostfreak pauses before he continues. "If you ever need help whether it is a villain you can't beat or you know…you just wanted to talk, then you should call me."

A trace of tear runs down her cheek as a smile takes shape on her face. "Thank you, Ben."

"You're welcome. I guess this is goodbye, for now." Ghostfreak replied.

She nods and flies off in the other direction.

Later, back at Wayne Manor

Ben is standing where Shayera stood minutes earlier. The remaining members of the Justice League are sitting around a table, looking intently at him. The teen hero was about to ask what was going on until Superman spoke up. "We want to thank you for everything you did to help us during the invasion, Ben. We'd also want to ask you if you would like to join us."

Ben thought about it for a moment. He definitely wanted to join the League and fight bad guys. It would help him to move on and find a new life in this alternate world. However, he was still grieving and wasn't sure if he could continue with his hero carrier at the present moment.

No, he needed some time away to get over his lost before he could join.

"Wow! Thanks, I would love to join you guys, I like fighting with you. But before I came to this universe everyone I cared about, my parents, my grandpa, my cousin, my aunt and uncle, my girlfriend, and my best friend were all killed. So if I could have some time to grieve and come to terms with everything first, I think that would be better," said Ben with a tear rolling down his cheek.

The members of the Justice League looked shocked from this unexpected revelation.

"I understand. Of course, you can fully join later." Superman replied.

Ben nodded said thanks before stepping out of the room.

After he was gone, the others turned to J'onn. Wally was the first to speak what the others were thinking. "Is that true that all his loved ones are gone?"

J'onn solemnly nodded. "Yes. Ben had allowed me to access his memories. It was a horrible ordeal he had to go through."

"That explains why I sensed pain in him, but I didn't realize that it was that much pain." said Diana.

"Well, if there is nothing else, than we can adjurn for now." Superman complied.

The others nodded in agreement.

Once they all exited the meeting room, they found Ben sitting on the couch, staring at a picture. Diana went around him and sat down to look at the picture.

"Who are they?" Wonder Woman asked curiously.

"That's my cousin Gwen, my best friend Kevin, my girlfriend Julie, and my grandpa Max." Ben answered, pointing to each one in turn from left to right.

"When was this taken?" Flash asked.

"After we stopped the Highbreed invasion." He replied.

He then put the picture back in his wallet. The emerald eyed teen stood up then asked a question that had been bugging him since he left the meeting room.

"Uh, I just thought of this after I left that room. Where can I stay? Because I don't think Bruce wants to put up with me that much more." The Ultimatrix wielder said with a hint of a smirk on his lips.

Flash laughed, while the others just grined.

"You could stay with my parents." Clark volunteered.

"If it is ok with them that would be great," Ben replied with a slight smile.

"Alright, let me get ready and when get going." He responded.