A/N: my first ben 10 fic.

Summary: Vilgax has returned as we know him and Ben becomes too badly injured to fight. He is left with no other choice then to give Julie the Ultimatrix. Takes place sometime after Ben 10'000 Returns. (If you want an idea on how some of Julie's alien form look. Go on YouTube and type in Gwen 10. First 2 videos)

Chapter I

Julie rested her head on Ben's shoulder. He had taken her out for a nighttime walk through the park and they sat down on a park bench and Ben held her, just enjoying her presence.

"Ben?" Julie asked.

"Hmm?"

"Do you love me.?"

His arms tightened around her, "Deeply."

Julie turned to kiss him and then rested her head on his shoulder again. She would have ended up falling asleep there, if they hadn't been attacked.

Ben leaped from the park bench right before it blew up. He gently sat Julie on the ground, then stood in front of her protectively.

Then a voice be hoped he'd never hear again said, "Tennyson." And Vilgax appeared.

"VILGAX!? But…there's no way you could have survived that!"

"Well it looks like I did, now, the Ultimatrix."

"Julie, run!"

"I'm not just gonna-!"

"RUN!" then Ben hit the Ultimatrix, "Ultimate Humungousaur!" Ben them blasted him with his hand cannons then got up close and personal. They fought savagely, suddenly, Vilgax pulled out a bomb and made it stick to Ben's chest. Julie watched in horror as it exploded.

"BEN!" she ran to him.

Ben had reverted back to normal and was covered in bruises and burns. Julie dropped to her knees next to him and grabbed him, "Ben? Come on Ben wake up. Ben!"

"Julie…" he said weakly, "I have to stop Vilgax."

"You can't fight anymore! Not like this!" Ben opened his mouth to object then closed it, she was right. Then he said, "Then, the rest is up to you now."

"What do you mean?"

Then Ben the button on the Ultimatrix and it came off and he put it on Julie's wrist.

"But, Ben I, I can't use this!"

"You have to." Ben said before he lost conciseness.

Julie felt tears spring to her eyes, then she looked up at Vilgax, a look of pure rage on her face.

Vilgax notice that he Ultimatrix had been put on her wrist, "Tell you what little girl," he said, "Give me the Ultimatrix, and I'll leave this pitiful planet alone."

"Never!" Julie said and scrolled through the alien's before quickly picking one. Julie felt her muscle mass increase as she also grew taller. "Swampfire!" Julie's Swampfire form was thinner and seemed less muscular, and was notably a girl because of her breasts. Although Julie's eyes were brown, belonging to Ben had caused the green eye's to last. "Get off my planet before I make you leave!" Julie threatened.

"You think you can beat me? You don't even know how to use the Ultimatrix."

"Perhaps, but I like to play the odds." As she said that, Gwen and Kevin pulled up in Kevin's car and Grandpa Max's R.V. pulled up bringing, Grandpa Max, Alan Albright, Manny Armstrong, Pierce Wheels, Helen Wheels, and Cooper Daniels, who easily made a battle suit right there.

"I've defeated you all before." Vilgax said.

"Yeah?" Manny said, "Well guess what, we just recently beat up Ben, and he's kicked your ass plenty!"

"Fine then, go ahead and try." Somehow they didn't last any longer against Vilgax then they did the first time, even though they fought as a team and had Gwen, Kevin, and Julie this time. Soon, those three were the only ones left.

Julie had gone ultimate by now and Kevin was rock armored. Vilgax quickly disabled Gwen and Kevin and grabbed Julie by the throat, making her change back.

"Since you won't give me the Ultimatrix, I'll choke the life from you and then take it."

"Put her DOWN!" Ben shouted rushing at him with a laser gun.

Vilgax caught Ben, threw him to the ground, and stomped on his chest, breaking his ribs.

Suddenly something inside Julie snapped. She hit the Ultimatrix again, be coming Way Big. "How dare you!" she shouted and attempted to stomp on him. Knowing he couldn't beat her like this he teleported away saying, "This isn't over!"

Julie reverted back to normal and said, "We have to save Ben!"

They got Ben to a plumber's base nearby. He was in capsule like the one Grandpa Max was in for a while, receiving Galvan medical attention.

Julie, Gwen, Kevin, and the rest of the plumber's kids were sitting outside his room, waiting for news. Julie spent the whole time staring at the Ultimatrix. Soon Grandpa Max walked out, "He'll be alright, but he might have to stay in that capsule for a while. And Julie, he's been asking for you."

Julie walked in, Azmuth was there to. "Ben Tennyson!" Azmuth said, clearly annoyed, "Placing the Ultimatrix in Ms. Yamamoto's care is irresponsible even for you!"

"He didn't have a choice Azmuth." Julie said, drawing his attention, "He wouldn't have lasted long enough for Max, Gwen, or Kevin to show up. And I was there, the wrong place at the wrong time."

"I know, I'm referring to how he insists you keep it until he recovers."

"What!?"

"See? She agrees." Azmuth told him.

"Look I know it's not the best idea. In fact it would make more sense to give to Grandpa, but Julie handled herself like a pro out there." Ben said. He was down to his briefs with an oxygen mask attached to his face and bandages all over his chest and arms.

"Ben," Julie began, "I'm not even worthy of the Ultimatrix. Why do you want me to hold onto it?"

"Julie," Ben said, "Your probably more worthy of the Ultimatrix then I am. Besides, I've talked to Grandpa and he talked to your parents. You're starting plumber Academy next week."

Julie looked up at him, shocked, "But how?"

"You qualified when you helped defeat the Highbreed last year. We just needed your parents' permission. Azmuth," Ben said, speaking to the Galvan, "Give her a chance is all I'm asking."

Azmuth thought about for a second, then he sighed said, "Very well, I shall reserve judgment till a month after plumber's Academy. If she proves worthy, I will question her possession of the Ultimatrix no more."

"Ben," Julie said, "How long will you be in there?"

"I don't know Julie. But I'll make sure your sent regular updates."

"Excuse me," said a young Galvan female, "You need to leave now. Master Tennyson needs his rest." Julie nodded and left.

The next day…

"Okay you'll the rest of your week training with us so we can prepare you for plumber's Academy." Kevin said, "I will teach you disassemble, clean, repair, reassemble, and fire weapons. I will also teach you about different types of ships and how to operate them. Gwen will teach you strategy and about different kinds of alien life forms and what they can do. And Max will teach you everything in between."

"And who's gonna teach about this?" she demanded, holing up her left wrist. The Ultimatrix had turned pink from being in her possession.

"That's what this is for." Gwen said handing her a journal. The leather cover was worn and had the Omnitrix symbol on it. It looked about 5-6 years old. "This is a journal Ben starting keeping back when he was ten years old. All of the aliens he's ever had, what they can do is in here, as are all his enemies and what they can do. Read this and you'll be handling it as good as he can." Gwen assured her.

Julie nodded then turned to Kevin for her first lesson.

By the end of the week Kevin, Gwen, and Max said she knew what she would need to to get through plumber Academy.

"We'll pick you up when we receive word of your graduating." Kevin told her.

"Thanks," she turned to Gwen, who was holding Ship, "Take good care of him while I'm gone."

"I will don't worry."

"Come on," Max said, "We don't want to be late, Magister Hulka won't be happy about that."

"Magister Hulka?" Julie questioned.

"He's the Plumber you'll be learning under. He's the most decorated Plumber operative. But he's quite strict and pays attention to everything including punctuality."

"Sounds like a good teacher."

When they reached the Plumber's base orbiting earth, Julie was surprised. She had never seen so many different kinds of aliens before. Then a hulking pink skinned alien walked up to them, "Magister Tennyson."

"Magister Hulka, I've brought your new student."

Julie then saluted, "Julie Yamamoto."

"At ease." Magister Hulka said, and then turned to Max, "Was Ben really hurt as bad as they say?"

"Look at the girl's wrist."

Hulka then noticed the Ultimatrix on Julie's left wrist. "So you're the Tennyson boy's girlfriend."

"Yes Sir Magister Hulka."

He remained emotionless and said, "Max will show you to your dorm, unpack, and then report the mess hall for dinner. After that you'll want to get some rest. Training starts at six sharp."

"Thanks," Then as they walked away, she asked Max, "Is he always like that?"

"Pretty much."

Julie's first week of training was fairly uneventful, and although he would never admit, Magister was impressed with her progress. She proved vastly intelligent and very strategic. And then it happened.

Julie was awaken by blaring alarms, "Trainee!" Hulka yelled, "To the bridge, ASAP!"

When they got the bridge they received a distress call from Max. "Calling all available Plumbers! Vilgax is attacking the Galvan medical center here on Earth!"

"We're on our way!" Magister Hulka said, "Trainee!" he suddenly notice no one was there, "Yamamoto?"

The moment Julie heard the name Vilgax she knew what was going on and headed straight for the hanger. Not this time. I won't let you hurt him this time! She promised herself as she raced towards earth.

Vilgax backhanded Max and headed for the room Ben was in. then smashed the door reviling Ben in a capsule. "Tennyson."

"New flash Vilgax! I don't have the Ultimatrix right now!"

"True, nut your mere existence is an annoyance to me. So I shall simply end you now, while you are helpless.

Suddenly a Plumber's standard ship landed on him, a female Humungousaur standing on top of it, before it changed to Julie in Plumber armor.

"JULIE!?"

"Not now Ben." She said as Vilgax emerged from the wreckage.

"You are starting to irk me Yamamoto."

"Yeah, cause you pissed me off!" she said and hit the Ultimatrix, revealing a female Appoplexian. "Rath! Let me tell you something Vilgax! Rath is sick and tired of you!" by studying Ben's journal, she learned some of Rath's moves. "Tetreramad uppercut!" she sent Vilgax into the air, "Polaris pile driver!" slammed him face first into the ground, then picked him up holing his arms behind his back and charged, "Antarion arm bar!" slammed into the wall, "Brumucus face plant!" then she turned him around, and kicked him in the ass, once again sending him into the air, "Sirius ass kicking!" then jumped up so she was above him, and used a move of her own, "To'kustar elbow slam!" but before she hit, Vilgax said, "ENOUGH!" and shot her with the laser on his wrist. Then shot his laser eyes at Ben's capsule.

"BEN!" Julie changed back and ran to him, there was no pulse. She began to sob uncontrollably, holding Ben close.

"You're next unless you give me the Ultimatrix." Vilgax threatened.

Julie turned, pure rage on her tear streaked face. She went Echo Echo and multiplied into five and they all changed. He was facing Diamondhead, XLR8, Ultimate Swampfire, Brainstorm, and NRG.

NRG made the ground melt, which XLR8 cooled, trapping Vilgax. Then U. Swampfire shot a torrent of blue flames at Vilgax, with wich XLR8 created a cyclone of flames. At which U. Swampfire, Diamondhead, Brainstorm, and NRG mercilessly barraged with ranged attacks.

As this was going on, Max and some medics grabbed Ben, who was somehow still breathing.

"Psyphon!" Vilgax called, "Teleport me!" and Vilgax vanished, Julie put all her clones together and turned back, right before letting loose a scream of rage.

"Julie! It's alright. He's in a coma, but he's gonna be fine!" Gwen said, as Julie packed.

"It's not just because of him." Julie said, "Every hero must take a hero's journey. And until Ben recovers, I have to be hero. I'm going to seek out allies like Tetrax Shard. People I can learn from. I have to become stronger."

"Do you think Ben would want this?" Gwen demanded.

"I told you, this is about me."

Just as Julie was about to board Ship, her friends came to see her off. Max, Kevin, Pierce, Helen, Manny, Alan, Cooper, her parents, Ben's parents, Gwen's parents, even Azmuth.

Then the DX Mark 10 drove up, and Gwen got out. She had a package with her. "Ben made this for you. It was supposed to be birthday present." Julie opened it revealing a jacket that was an exact replica of Ben's, except it was the same soft pink as her sweater. "So was this." Gwen mentioned, handing another small box. In it was gold locket, the picture inside was picture of her with Ben's arm around her shoulder.

Tears began to crest Julie's eyes and she embraced her friend. "Thanks."

"You'll need these." Kevin said and handed her 2 strange looking keys.

"What are these?"

"Only use them if you have no other option, they unlock 'Alien X'."

"Ms. Yamamoto," Azmuth said, "I must advise against this."

"I have to do this Azmuth, I have to find myself." Then came the hard part her parents. Her Dad naturally forbade her from going, while her simply asked her not to. She told them same thing, then got out of there before she broke down.

"Okay Ship, take us to Petropia."

"Ship."

"Good boy."

A/N: The stories namesake! There won't be too many chapters about her time traveling space. She has to return to earth at some point R&R.