AN: First, I'd like to say my author's notes will be at the end of the chapters, if at all, with exception to this one. I'm trying to stick to the script of Ben 10: Alien force (maybe Ultimate Alien, too), but I'll try to make it a bit more mature and add some changes here and there. My chapters will probably be longer and diverge from the script later on, I'm just seeing right now how this is received. We'll see how it goes. Enjoy!

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Chapter 1

Ben couldn't be happier at the moment; he guaranteed his team's victory in the soccer tournament and a cute girl named Julie actually spoke to him. Of course, he probably made a fool of himself, but he pushed that memory aside as he once again grabbed the MVP medal in his hand, reliving the final moments before the buzzer sounded. He couldn't wait to show off to grandpa Max. Actually, now that he thinks about it, he sure hopes he won't insist on celebrating with mystery gumbo and a specialty pie from some alien vendor.

"Grandpa Max, open up, it's me," Ben said as he knocked on the Rustbucket's door, but there was no reply. "That's strange," he murmured to himself. Picking up the spare key classically hidden under a rock, Ben entered the RV only to be met with a mess.

"Hello, grandpa?" he asked, wondering whether he wanted an answer or not, "what happened in here?"

A noise coming from the back of the vehicle startled him, but he approached anyway, assuming that it was either his grandpa or an animal that got in. Light was shining from under the bathroom door, so he began there. Sliding open the door he was met with what seemed to be the the Rustbucket's only clean area, but no Grandpa.

Just then a creature jumped out of the shadows and Ben was momentarily frozen in fear. As the beast lurched to attack him, Ben's reflexes took over and he immediately leapt out of the way. Rolling to a kneeling position, he slapped his wrist out of habit. Confronting this alien caused him to forget that he wasn't wearing the Omnitrix anymore. In fact, it's been five years since he last donned the watch—his hero days were over.

"Aww, man," he said, resisting an urge to curse. Crawling to safety, he stayed on the defensive, putting barriers between him and this alien, jumping out of the way when it got too close for comfort, and hiding where he could. He was knocked down a couple of times, but none due to a direct attack. He'll be sore later, but he could blame that on the game. First he has to survive until later.

He's matured a bit these past few years, and managed to use a simple trick to gain an advantage over the enemy. The creature could think, but it didn't seem like it had heightened senses. Taking the nearest object, Ben attacked with a fire extinguisher, using it to blind and beat his attacker. He was glad he had kept active since his time as a crime-fighting alien hero, or else he probably wouldn't have been victorious.

"He was looking for something, Grandpa, but what?" He thought to himself. Not wasting any time, the teen opened an emergency compartment in the hopes to find a clue.

"Bingo," he whispered under his breath. A handheld disk was sitting on the open shelf, and Ben grabbed it quickly, trying to keep as much distance between himself and the downed alien.

The disk came to life, showing a small projection of the missing man.

"Hello, Ben," it started.

"Grandpa! What's go-"

"I left this recording in a place I knew only you would find. I'm in a bit of a situation, but it's nothing I can't handle. Certainly nothing for you to worry about. There's renewed alien activity on earth, I'm investigating it." The projection turned off, probably the end of the message. Just as Ben was thinking about how the message was a bit too formal considering it was from his grandpa, the object came back to life. "Oh, and don't worry about the Omnitrix, either. I have it, and it's completely safe. They'll never get their hands on it. Say hello to your cousin Gwen for me. Love you, Max out." Classic grandpa.

"You've got the Omnitrix?" Ben said in shock, "No, that's impossible. This doesn't make any sense," he thought.

His earlier sports victory was now long forgotten as he was determined to race home on his bike. There were so many unanswered questions, Grandpa's message made no sense. The Omnitrix? New alien activity? Whatever's happening, it's big.

He got off his bike without bothering to actually stop, and it crashed to the floor as he bolted through his front door.

"Ben, no running in the house," he faintly heard his mom chastise.

"Sorry, mom!" he yelled as he sprinted upstairs to his room.

"I know the Omnitrix is in here somewhere," Ben said as he emptied his closet to find a shoe box with some junk and the watch. Picking it up, he was more confused than ever.

"I knew it was here, Grandpa knew this,too. Why did he mention it? What are you trying to tell me, Grandpa?"

Throwing the Omnitrix on the bed, he plopped down onto his chair, staring at the watch as if it would magically provide the answers he needed. Worry and frustration lined his face as he tried to figure out what the next step should be.

"Gwen, she'll know what to do," he decided.

Quickly changing into his signature black shirt and jeans, he grabbed his favorite jacket as he hurried out the door again, mumbling some excuse to his mom about forgetting to meet up with his cousin. He didn't wait for a reply, he knew he wouldn't get in trouble.

He was a lot calmer as he approached his destination. Gwen had karate practice today, so he'd have to wait a while until it was over. He was always impressed by how much Gwen had achieved since their road trip as tweens. Lots of things have changed since then, things were different between them now.

The last sparring match was between Gwen and another student, and it was no surprise to Ben that she quickly took down her opponent with some flashy moves. She seemed proud of herself, and she should be, she was the top student.

Deciding it was time to make himself known, Ben applauded her win as the class was dismissed.

"How's my favorite cousin?" he smirked.

"Ben!" she exclaimed and went in for a hug after a lighthearted accusing glare, "I'm still undefeated, but compliments- it means you want something."

"Hey, maybe I just wanted to congratulate you," he said. A quick unimpressed look from his cousin caused him to sigh, "Had to try. Actually, I got a problem. I need advice."

"Alright, just let me change. Stay here, I'll be back."

Once she left the gym, Ben was left to his thoughts again. He realized his rush of energy from earlier was depleted, and decided to lay down on the practice mat.

"This is going to take a while," he justified his actions. After the soccer game, attack, and the time he spent mulling over the Omnitrix, he was beat. He was out like a light bulb within a minute.

Half an hour later, Gwen appears out of uniform and in her regular clothing.

"Wakey wakey, sleeping beauty, " she said as she gently nudged Ben with her foot.

"Huh?" was the only reply.

"Ben, you wanted help, remember?"

"Oh," he was fully awake now, "Not help: advice," he said, showing her the Omnitrix.

A look of surprise crossed her face before she became completely serious. Something must have happened for Ben to consider taking the machine out of storage.

"Ben, what's going on? Why do you have the Omnitrix? You're not thinking of wearing it again, are you? There's nothing to fight, there'd be no point."

"That's the problem..." he trailed off, "I need you to watch this."

Pulling out the hologram projector, he re-played Grandpa Max's message to bring her up to speed. He must have watched it at least a dozen times, and knew it word for word.

The disk turned off and there was a moment of silence between them as Gwen swallowed this news.

"What does this mean?"

"I think Grandpa Max is telling me to start wearing the Omnitrix again."

"No, you're wrong. Grandpa Max always said that it was your choice to wear that thing."

"But he said that there was new alien activity. Why else would he mention the Omnitrix?"

"I don't know- but Ben! Once you wear that, you have no chance at having a normal life anymore."

"I know, Gwen."

Ben looked as though the world had been placed on his shoulders. Sometimes Gwen forgot how much Ben had grown up since they found the Omnitrix all those years ago.

"I used to feel so special wearing it," Ben said suddenly, "Though I guess turning into Aliens isn't anything but special. Who else could do that?"

"Ben, it wasn't the Omnitrix that made you special, it was you that made you special."

They were interrupted by a new presence, a man in a coat and hat. Ben could have sworn he'd seen him before, but where?

"Return the Omnitrix at once, it does not belong to you," the figure commanded.

"How about, no?" It wasn't really a question, but it angered the man.

"If you won't give it to me, then I guess I'll just take it from you!" He reveals himself to be an alien, one they haven't seen before. He almost looked like a fish with a tank over his head.

"Gwen, run!"

Dodging the attacks sent by the man-fish, they run through the building, hoping to lose him. Unfortunately, he's in hot pursuit and they don't get very far before he catches up. Aiming at Ben one last time, he shoots, but Gwen surprises him with her improved magic abilities.

"Whoa someone's been practicing," Ben almost laughed.

"I've got to do something with my free time," she responded.

"Let me go!" The stranger was being held down with pink tendrils made up of Gwen's magic. He wasn't going anywhere as long as she kept this up.

"Now, who are you?" Ben asked, turning his attention back to their captive.

"I told you, I am Magister Labrid, a plumber, and I have to take back the Omnitrix that you stole. It does not belong to you."

"A plumber?" repeated Gwen, ignoring the man's demands for the watch, " Just like Grandpa Max."

"Max? Max Tennyson?"

"How do you know him? Where is he?" Ben was nearly yelling at the mention of his grandfather.

"He was my partner, he went missing recently. I've been trying to locate him. You said he was your grandpa, who are you kids?"

"I'm Gwen, and this is Ben," Gwen answered for both of them.

"Ben, Ben Tennyson? You're the wielder of the Omnitrix. I apologize for going after you. I- I didn't realize who you were, I just thought you were some kid intent on stealing it."

"And you want it, why?"

"I was just trying to protect it, for Max's sake."

"Do you know where he might be?" Gwen asked this time.

"No, but I'm trying to follow every lead I have. There's a shipment of alien tech coming in, Max and I were going to investigate together, before he disappeared. Maybe by investigating anyway I could come to be one step closer to finding out where he went."

"If you're going, we're going with you," Ben decided.

"Ben, what are you-"

"Gwen, I've decided."

"Are you sure? You can't go back."

He nodded, nothing was going to change his mind with his Grandpa on the line. There was no need to think twice as he slapped on the watch and felt it tighten around his wrist. Something felt different, but very right. He glanced up to see Gwen's worried face, but he shot her a reassuring smile. This was his choice.
'Come, we have no time to lose."