I don't own Ben 10, Spider-Man or Naruto.

"Speech"

`Thoughts`

Narration

Spider-Man: Hero of Heroes

By

Omnitrix10

Chapter One - Rewind

People say there are many ways a story can begin and end but this one has barely started so let's rewind and meet our hero Benjamin Kirby Tennyson, shall we?

Six years ago, Campsite

A ten year old boy with brown hair, green eyes wearing a white T-shirt with a black stripe on both front and back with green cargo pants was reading a sumo slammers comic a tie-in to the new game. He was on a summer road trip with grandpa and cousin, his cousin Gwen Tennyson who was a last minute addition to the trip went for a walk to get some air because they don't get along.

"Ugh, this sucks" Ben muttered flopping onto his back after finishing the comic.

"Can you get Gwen kiddo? Dinners ready" asked Max his grandpa.

Sighing Ben pushed himself up to begin his search for his redheaded cousin.

Halfway into the forest our hero would find his cousin made out of rock and fire with glowing pink eyes. This would change his life in many ways both good and tragic, the most life changing would happen at the end of the trip on a planet called Xenon.

Xenon battlefield

Ben and his grandpa stood back to back with blasters on their arms firing at mindless robots, Gwen had been brought to the planet to turn off the Omnitrix self-destruct mode. They had followed her there to back her up, Max the ex-plumber the name for space police officers had trained Ben to shoot and defend himself early in the summer.

As the two Tennyson's continued their fight the youngest of the two heard his grandpa grunt in pain.

"Grandpa?" Ben shouted over his shoulder getting no response he quickly took down the last few robots.

Just as Ben finished the robots Gwen came running out and the both saw their grandpa bleeding from a wound on his chest.

"Quick let's move him behind some cover" Gwen screamed with tears in her eyes.

Ben nodded trying to hold back his own tears and help move him behind cover.

"Kids" Max spoke in a horse voice.

"It's okay grandpa we'll get you out of here" the brown haired boy spoke in shaky voice tears falling with Gwen nodding.

"It's too late kids, just please remember live the best you can and that with great power comes great responsibility" Max coughed out while cripping both kids hands before closing his eyes and losing to his wound.

The rest of the time on the Planet was a blur to our hero the omnitrix getting reactivated, Vilgax being thrown into space, getting back home. Tetrax and Azmuth had made fake reports that Max died helping from a building fire Ben and Gwen's parents still don't know the truth.

While Gwen continued to use the omnitrix to fight bad guys. Ben while he did not have the power began taking more responsibility in his own life by Improving his grades and taking school more seriously he found he liked science as well as technology related classes but the most important change according to his parents was he cleaned his room. Sometimes.

However a field trip to ESU six years after that summer would once again flip his live upside down.

Three months ago, Empire State University, New York City

Sixteen year old Ben was walking with his best friend J.T. they had become friends again after J.T. had realized Cash wasn't a good guy and not going to change.

"Dude I can't believe we're here" Ben whispered to his friend.

"Yeah It is pretty" staring at Ben's cousin Gwen across the room she had changed her look over the years her hair was now longer and in a ponytail, she now wore a pink leather jacket with the number ten on it with a black T-shirt underneath, jeans and of course the new model of the omnitrix which was pink with black lines. The original omnitrix had been destroyed so had the ultimatrix.

Looking to see where J.T. was looking Ben gave him a light smack on the back of the head.

"Man, quit staring at my cousin, You're drooling" Ben said laughing.

"I'm not-" J.T. paused to wipe his chin "Okay maybe I am."

"J.T. she has a boyfriend he'll beat you up" Ben said while listening to a scientist talk about genetically modified super spiders.

"I could take Kevin" the glasses wearing boy spoke defending himself.

"Dude, I wish you were dating her and not a guy who tried to kill me and Gwen but you could not take Kevin" Ben replied with a smirk.

Ben had told his friend about that summer a couple months ago when Gwen's identity had been revealed to the public by a kid. Gwen and Ben don't talk much since their grandpa died, Gwen while still hero had become overconfident and let the fame go to her head.

"Whatever Ben, what about you and Kai?" J.T. said changing the topic.

"I like her but she barely knows I exist" the Tennyson replied with a frown.

Kai Green was someone he and Gwen met on the road trip whose grandfather was an ex-plumber her parents had passed away when she was young. She and Gwen had hit it off and became best friends, Kai and her grandpa had moved to queens when Kai started high school she, Gwen and Kevin were a crime fighting team.

"Chin up buddy you never know what could happen" J.T. said smiling at his friend.

Neither teen saw the red and blue spider lower itself onto our heroes hand and sink its fangs into his hand but this small spider would not only change his life but the people around him.

Ben winced as a pain as a shooting pain went through his hand J.T. noticing this questioned his friend.

"You okay?"

"I don't feel so good" Ben replied to his friend.

Ben stumbled from dizziness faintly hearing people laughing and Gwen calling him a doofus.

J.T. noticing his friend stumble called their teacher over who had gravity defying white hair, an eye patch with a jacket that had a collar covering the bottom half of his face.

"Mr Hatake?"

"Yeah?" the lazy teacher replied.

"Ben's feeling ill" J.T. answered

"Can you get home by yourself, Ben?"

Ben nodded and begins toward the door while saying bye to his friend and teacher in response he got a wave from J.T. and an eye smile from his teacher.

All these moments combined would begin Benjamin Kirby Tennyson and his path into want some people would call the hero of heroes but me I say I'm just a guy trying to do a little good.

My name is Ben Tennyson and I am The Spectacular Spider-Man!

Authors Note

I hope you enjoyed this chapter. I don't know when I will write more of this but i will not abandon this story. There won't be any Naruto stuff in this story I just needed a name for a teacher.

Any feedback would be great.