Hey guys I decided to start over because it wasn't working out the way I wanted it to so I apologize. The middle part is essentially the same but the rest is different so you're going to want to read it.

Now for those who are joining for the first time: I usually only do three stories at the time at most but after watching the season premier of Ben 10 Ultimate Alien It gave me an inspiration. This is my first non anime story so I hope you all enjoy.

It will be BenxKevin but the love relationship isn't the big part of the story. There will be more drama and action than anything else.

Disclaimer: belongs to Dwayne McDuffie, Glen Murakami and the studio "Man of Action"

The night air was still and the only thing that could be heard in the shipping yard was the quiet laps of the ocean. Suddenly the silent's was broken as a shipping container exploded.

"ULTRA SPIDER MONKY!" Ben yelled as he changed from the small blue monkey with 6 arms to a giant gorilla with giant pointed spider legs. He stood against two insect like creatures that spat green goo from their mouths landing next to the dodging Gorilla and melted one of the containers it landed on.

"Hey I can do something like that too," He stated in a low voice and opened his large mouth spitting out a spider web that caught the two of them.

"Ben behind you," Gwen shouted and Ben turned around as goo was flung at him. Before he was able to stop it a boulder was flung in between him and the green slime.

"Thanks Kevin," He said as the cement covered teen ran up behind him.

"You know I always got your back," He said smiling and changed his arm into a hammer and charged. After the battle ended Kevin and Gwen walked up to Ultimate Spider Monkey and watched him change back into Spider monkey and then back into Ben. His eyes glowed purple for a few seconds and he slightly collapsed into Kevin's arms. Ben stood back up grabbing his arm with the Omnitrix on it.

"Are you alright," Gwen asked her cousin.

"Yeah I'm fine just a little tired," He smiled. Kevin gave him a skeptical look and tried to grab Bens arm but the younger teen pulled away.

"I'll give you a ride home," Kevin said but Ben shook his head.

"No I got my car. Besides you need to bring Gwen home, you guys live so close to each other," He said and before either of them could argue Ben ran off to his car. Once he got home the hero was sweating and holding his arm tenderly.

"Ben is that you?" His mother called from the kitchen.

"Yeah mom!"

"Dinner will be out shortly I'll call you then ok," She said and Ben walked into his room shutting the door behind him. As soon as he was by himself he shed the green jacket and held his arm out watching as black veins seeped their way up his arm.

"Dam it there higher than before," He groaned in pain. He watched as the veins began crawling up past his elbow and to his shoulder. He suddenly realized it was getting very hard to breath. Holding his chest he held the Omnitrix up to his mouth. "Ultimatrix… voice command mode,"

"This mode is locked and not available," It answered back

"Command functions…override… code 10"

"Override accepted,"

"Decouple Ultimatrix… command code…000 release coupling 0," (1)

"Command denied. DNA extraction still in commence," the monotone voice of himself said. Ben's eyes widen as he tried to pull the Omnitrix from his wrist gasping for air. The black lines had now made its way to the side of his neck and Ben dropped to the ground.

Ben's mom came out of the kitchen with a casserole in her hands and called her husband from the garage. As soon as he came into the home they both heard the thud come from there's son room and after placing the casserole on the table both parents walked into Ben's room.

"Ben," His mom called and they found Ben on his back gasping.

"Ben!" his father Carl yelled grabbing his son on the floor.

"I'll call the ambulance," The blond haired woman cried.

"No Sandra this isn't that kind of problem," He yelled seeing the veins on his son's body. He reached over to Ben's jacket and pulled out the plumber's badge. "How do you work this thing?" He asked as a green screen appeared. "Hello dad if you can get this please. Ben's in trouble come to the house," He said into the device.

Ben suddenly stopped struggling and laid limply in his father's arms with dull green eyes looking up.

"DNA extraction complete responding to last command 000 release coupling 0," The Omnitrix recited and the watch clicked apart and realized itself from the Teens arm.

At the same time Kevin was driving Gwen home on the other side of town.

"Kevin are you alright?" Gwen asked.

"I just think that Ben's been hiding something from us this past couple of months. Especially tonight,"

Gwen sighed. "Yeah I noticed it too but he'll tell us when he's ready." Suddenly both Kevin's and Gwen's badges lit up.

"Please dad if your there Ben's hurt. He's not breathing!" Carl's voice rang out. Kevin hit the break and turned his car around sharply and took off in the other direction and for once Gwen didn't complain about his driving. Max also received the call while with Alan, Pierce, Helen, and Manny and turned on the jet engines on the Rust Bucket to his son's home. Both he and Kevin got to the house around the same time and as they all got out of their cars the door to the Tennyson's house opened. Sandra came storming out of the house Tears streamed down her face as she threw the Ultimatrix at Max who let it fly pass his face and hit the Rust Bucket behind him.

"You killed him! You all killed my only son with that stupid watch!" She cried and fell to her knees and everyone stared behind her as Carl stood in the doorway with Ben in his arms.

1 YEAR LATER

A 16 year old teen kicked the soda can forward as he walked home from a party in the middle of the night. Everyone there was just being a bunch of losers and now he just wanted to go home. A slight breeze blew from behind and he wrapped his light blue jacket tighter around himself. His cell phone rang and he picked it up.

"Hey what's up?" He said into the phone.

"Jason where did you go?" He heard from the other side.

"Sorry Mary the party just wasn't my thing so I went home,"

"Well, tell me next time I got worried,"

Jason smiled into the phone and with a good night he hung up. Kicking the can again it flew sideways into a field on the side of the road. He was going to leave the small soda can there to rust in the high grass when he heard it hit something. He heard low beeping sounds and looking over he saw a glow of green. Skeptically he walked into the grass and jumped as a bird flew into the sky.

"Stupid bird," he mumbled under his breath and moved on walking to where the can landed he bent down and picked up the glowing object. It was long and black with green lines running along the length and on the top there was a black circle with a green hour glass shape design on it. The beeping had stopped and the glow had disappeared as Jason curiously began twisting the dial.

"DNA required," The watch like devise said and a monotone boys voice.

"What the hell?" He said and flipped it over. "Pretty cool looking watch I guess. Wonder how you tell time?" He said placing it on his wrist. His blue eyes widen as the watch clamped onto his wrist tightly and he tried to pull it off but it wouldn't budge. Looking around in a panic he couldn't find anyone to help him. Running home he opened the door and slammed it shut.

"Mom!" He screamed but no one came to his aid except for his large dog that he named Tiny. The German shepherd barked and jumped onto Jason. "Ugg I forgot mom's on her date with Jeff. Why is it when I want her out of the house she's here and when I want her home she's gone?"

He walked into his room and pulled out his tool box from under his bed. He took out a screwdriver and rested his arm on his desk. He tried to pry the thing off but it wouldn't budge. He tried tool after tool but none of it would work.

"What have I done," He cried out in annoyance. Before he could try anything else he heard the door unlock. Throwing his tools into the box he turned off his light and jumped into bed pulling the blanket over his head.

"Jason?" His mom called quietly as she opened the door. He heard her shift around his room probably putting some of his close into the laundry and then closed the door on her way out. As he lay in his bed he began to drift into sleep.

He found himself drifting in a green light being pulled towards something. After a few minutes his feet landed onto the ground and he saw a black shadow ahead of him. Walking forward he found the shadow was the back of a person.

"Hello?" Jason asked and the dark outline turned around. While he couldn't make out who it was he could see that it was the outline of a man. "Hey where am I?" The shadow didn't respond but held its hand out like it needed help.

"Do you need help?" The teen asked trying to walk up to the shadow but as he walked forward the person kept getting farther away. He began to run towards him but he found he couldn't move forward.

"Jason…Jason…Jason!" He heard and opened his eyes and came face to face with his mom. "Jason It's one in the afternoon. I know that it's the weekend but you can't sleep the entire day away,"

"Yeah sorry about that," he said as sat up.

"Well I'm heading to work I'll see you tonight. Why don't you go get some fresh air since you still smell like the beer you had last night," His mom said as she walked out of the room.

Of course she would find out he snuck out to a party, she was always good at that. He wanted to go apologize when he heard her already walk out the door and he knew she was pissed. Rubbing his brown hair he looked at his wrist and realized he forgot all about the watch. Cursing to himself he had to find out a way to get this thing off of him.

Getting dressed he grabbed his skateboard deciding he would check out the field he found the wristwatch. As soon as he got there he lifted the skateboard and leaned it against a tree. Before he walked into the pasture he heard whispers in a creepy voice. He crouched down low and made his way through the grass.

"Did you find it yet?" He heard someone say.

"Would I still be looking if I did?" another one whispered back.

"I can't believe you dropped it the master is not going to be happy,"

"Well if you kept that stupid Anodite girl away I wouldn't have!" Looking over the grass his eyes widen at the sight of a red bug looking monster talking to a blue one searching through the grass. Slowly Jason began to back up so the two giant insects wouldn't notice him. Unfortunately the universe had other plans in mind as he stepped on a stick behind him. The two insects twisted their heads sharply and Jason turned around to run only to come face to face with a green bug. It grabbed the back of his shirt and hosted him up.

"It's a human child," He called out as the other two came walking up to them.

"Look at his wrist. He wears the Ultimatrix." The blue one said happily. Jason wrapped his hand around the watch and looked around for escape.

"Give it to us boy and we will let you go unharmed," The red one said.

"I would if I could but it's stuck!"He cried. The blue being began to reach for the Ultimatrix but was blasted forward by a pink explosion.

"Let the kid go Vladex," He heard a man's voice call out. Looking up he saw a black haired teen in a white shirt and black jacket. Next to him stood a girl with orange hair up in a high pony tail, she wore a short sleeved green shirt and a black skirt with knee high black boots.

"How did you find us so fast?" The green bug or now known as Vladex yelled.

"Your stench was easy to follow," the tall teen said back.

"You're too predictable. We saw you drop it around here so we just need to wait for you to come back," The girl stated. The red bug held his head back and began spitting out green goo while the one holding Jason began dragging him back.

"Let go of me!" He screamed.

"Twist the button and press down on it," the girl yelled loudly dogging another blast of slime. The Teen with her slammed his hand on the ground and his body was soon coved in the same brown material of the ground.

"Don't tell him how to work it Gwen. It isn't his!" He yelled as he flung himself out of the way of oncoming fire.

"It's better than the Ultimatrix getting in their hands Kevin!"

Jason twisted the black knob as he tried to push himself away from the giant insect. It lit up green and a green hologram of a creature appeared. Twisting it further new pictures popped up.

"Which one!"

"Any one!" The girl Jason now knew as Gwen yelled back. Jason slammed on the green hologram and the alien let go of him as he became enveloped in a light. He felt his bones and muscles get stretched and pulled and when the light dimmed he looked down at himself and found himself to be a blue and black looking moth. He took a breath and frozen air escaped his mouth even though it was almost 80 degrees out (2).

"What happened to me?" He asked in a raspy voice. The two teens made their way to him and surrounded him.

"You changed into Big Chill," Gwen said. "The watch you are wearing allows you to change into different aliens."

The three insect like aliens came stalking up to them.

"You need to freeze them,"

"How do I do that?"

"How are we supposed to know?!" The Kevin yelled and the girl hit him to be quiet. Jason glared at him and held his hands out. He didn't know how but the feeling felt so natural. It was like he just knew and ice appeared from his hands. Two of the giant insects froze where they stood and as the green one rolled out of the way. Kevin stomped up to him with his fist in a form of a sword.

"Where is he?" He asked the alien angrily and the alien laughed maniacally.

"I will never tell you!" The giant insect said and just as he held back his head to spit up more toxic goop ice covered his head. Kevin looked back at Big Chill and growled, slammed the frozen alien causing it to crumble into millions of tiny pieces.

"That was so cool!" Jason shouted pumping his fist into the air as he was once again enveloped into a green light and turned back into himself. The two teens turned back to him and he placed his arm down.

"New DNA acquired. Reconfiguring data," The Ultimatrix announced.

"Take it off!" Kevin shouted storming up to Jason and lifting his arm off painfully.

"Kevin, knock it off!" Gwen yelled and Jason tried to pry Kevin's hand off him.

"What do you think I have been trying to do you big jerk," Jason replied.

"Did you try telling it to come off?" Gwen asked. Jason stopped struggling and blushed.

"N…no," He said and Kevin dropped him. "Umm, come off?" He said to the watch. The Ultimatrix didn't budge. "Remove yourself, Go away, leave, get off…"

Kevin slapped himself on the head and sighed. "Say Ultimatrix… voice command mode."

Jason repeated what Kevin said but the Omnitrix remained silent.

"I didn't think it was going to work," Gwen stated. "Ben wasn't able to get it to remove it until it completely configured to him."

Jason perked up at the name.

"Ben…as in Ben Tennyson?" He asked remembering watching the news about the alien hero. "Are you kidding, is this the thing that gets him to turn into aliens? Were those monsters aliens? Are you like his sidekicks?" Jason kept asking.

"I'm nobody's sidekick kid," Kevin said angrily.

"I'm Gwen and this is Kevin." Gwen stated. "Who are you?"

"Jason."

"Well Jason I'm sorry but I need you to come with us. We need the Ultimatrix back and believe me you're going to want it off too." She alleged and held out her arm. Jason looked at her skeptically before finally taking it. Grabbing his skateboard he followed them to the road where he stood in shock at the amazing looking green muscle car.

"Are we riding in that?" Jason asked and Kevin pulled out his key.

"Yeah get in," He said nonchalantly walking towards his car.

"Sweet!" Jason whispered to himself sitting himself in the back seat. After a few minutes of driving in silent's Kevin drove into a motor home park and parked next to an old motor home. After getting out Jason looked around and Kevin walked up to the door.

"Max we got a problem!" He called out as he knocked.

"He doesn't like me much does he," Jason said leaning against the car. Gwen smiled sadly as she stood next to him wrapping her arms around herself.

"It's not you. We've just been having a hard year that's all…it's been making him a little grumpy."

Before Jason could ask what happened the door opened and a large grey haired man walked out.

"Kevin, Gwen did you recover the Ultimatrix?" He asked.

"Yeah but someone decided to hitch a ride on it," Kevin stated nodding over to Jason. The man looked over and spotted the black and green device on Jason's wrist and frowned.

"Oh no…This isn't good,"

"No, no It's not," Kevin agreed as the older man walked passed him.

"Hey there I'm Max Tennyson," He stated holding his hand out to Jason. The teen introduced himself and shook his hand. "Have you tried taking it off?"

"Yeah he tried," Gwen said. "It's like when Ben first had it."

"Can't you just get Ben to take it off? I mean it's his right and it listens to him." He looked to the three as their faces turned to frowns.

"Ben's not exactly here to help," Max said.

"Well then where is he?" Jason asked.

"Right behind you," The group heard and turned around to a swarm of giant insect like aliens, the brown haired teen standing in front of them in black pants and a black tight sleeveless top smiling with cold black eyes. Gwen threw up her powers around her hands and Kevin placed his hands on his car changing into green metal growling in the process. Jason took a step back and bumped into max who placed his hands on the teens shoulders.

"…And I think you have something that belongs to me."

(1)I went back to the final battle episode and that is what he said word for word when he took it off then. See I did my Homework xD

(2)80 degrees Fahrenheit are about 26 degrees Celsius for those who don't know.

Ok so I think this went a lot better than my original version and I hope you agree please let me know what you think.

Please review kindly xD