Synopsis: While on the way home after buying some pizza for dinner, Mikey got ambushed by the Foot Ninjas. Guess who's there to help? Our alien hero Ben Tennyson and his cousin Gwen! The Tennysons get themselves caught in a battle against ninja clans, a secret agent who's interested in the Omnitrix and a street gang who's also interested of the Omnitrix! The turtles found themselves facing alien mercenaries, mutants and spell casting magicians! This is the start of an interesting friendship.

Disclaimer: I don't own any of them sob. TMNT belongs to Mirage and Ben 10 belongs to 'Man of Action'. If I own them, Ben wouldn't be such a doofus and Mikey would have a hardcore alter ego! Heheh...

Author's Note: (CURRENTLY REWRITING THE STORY) I did some research on Wiki and that's where I found out the names of Ben's alien species and Gwen's spells! Thank you Internet! By the way, in this story, both Ben and Gwen are eleven years old. It's a year after Ben got the Omnitrix so he is known by most people.

Chapter One: It's Hero Time!

Michelangelo exited a pizza parlor with a stack of four pizza boxes in hand. He grinned under his hat, 'I hope the guys have cooled off by now.'

He went out to get pizza for dinner because a certain hot-tempered brother of his had ruined the dinner he had made by simply falling backward onto the kitchen table during a 'push' fight with their oh-so-called-leader, and thus sending their dinner soaring into the air and onto his brainy brother's face who was trying to stop the fight. This caused the usually calm brother of his to explode with anger. The trio continued to fight, Michelangelo unsuccessfully trying to break the fight, until their father came out of his room and ordered them to go to their rooms to cool off.

Splinter had kindly asked his youngest son to buy them some pizza since their dinner, which he had painstakingly made for a good two hours, was ruined. Michelangelo sighed as he headed off toward the back alley to get to a fire escape so that he could take his usual route home from there. He was unaware of a pair of curious green eyes watching him since he left the pizza parlor.

'Ben? What are you doing?'

The owner of those curious eyes jumped when a hand landed on his shoulder. He spun around to glare at his redhead cousin, 'Geez, Gwen, don't scare me like that!'

Gwen rolled her eyes, 'What are you doing out here? I thought you were the one who wanted to have some pizza tonight.'

'Yeah, to relieve myself from grandpa's exotic food,' said the short brunette with a shudder at the thought of eating his grandfather's 'special menu for today'.

His cousin huffed and crossed her arms in front of her chest, she glared at him, 'You didn't answer my question.'

'I was just suspicious with this guy wearing this strange coat. He went up that fire escape.'

'And what about it?' she asked with a raised brow.

'Well, he just… looks suspicious,' Ben answered lamely.

Gwen suppressed herself from rolling her eyes the second time, 'You know stalking people is kinda rude, even if they do look suspicious,' she said while gesturing with her fingers, 'C'mon! Grandpa's waiting for us inside.'

Just as they were about to turn away they stopped when they heard something clattered on the concrete in the alleyway. Curiosity got the best of him and Ben went to see what it was. It was a green object, shaped like a turtle shell, 'Hey, check this out! It looks like a… a toy or something.'

Gwen swiped the item away from him and inspected it. She flipped it open and saw a screen and some buttons, 'I think it's a… phone?'

'What's it doing here? Where'd it come from?'

As if answering his questions, they heard a cry and their heads snapped up to the roof of the building. The two cousins stared at each other before they climbed up the garbage bin and up the fire escape ladders. A grin appeared on Ben's face at the rush of excitement, anticipating action and hero-work.

'Aww shell! I'm in a lot of trouble!' said Michelangelo as he knocked out a Foot. He was about to call his brothers for back up but the Foot Ninja appeared out of nowhere and knocked his Shell Cell out of his grasp and sent it flying over the roof, 'And Don's gonna kill me if my Shell Cell is in pieces!'

The turtle swung his Nunchakus wildly and knocked out several incoming Foot Ninjas. He did a back flip, landed on his hands and did a roundhouse kick before pushing himself off the roof and landed on his feet again, and then he continued swinging his deadly weapons.

Michelangelo yelped when a Foot Elite nearly sliced him with a Katana. He quickly wrapped the chains of his Nunchakus around the weapon and disarmed the ninja. The orange banded turtle slammed his foot into the stunned ninja's chest sending him crashing into two unsuspecting ninjas.

Michelangelo was panting heavily, 'Dudes, don't you have a day off or something?'

'Whoa! Ninjas?!'

Michelangelo's attention was directed to where the fire escape ladder was and he saw a brown haired boy with green eyes staring at him in awe. In his distraction, a Foot sneaked up behind him and hit his head with his tonfa. Michelangelo winced at the exploding pain and fell on his knees. He heard the boy gave him a warning but it was a tad bit too late.

'What is it? Move your butt!' said Gwen with a hiss.

Ben activated his Omnitrix, 'Looks like a hero is needed. It's hero time!'

'Ben! What's going-' Gwen paused when there was a flash of green. Instead of seeing her dweeby cousin, there stood a Tetramand, a red four-armed humanoid alien. Ben climbed up the roof side and charged forward and struck the Foot Elites looming over Michelangelo, ready to take him in. The Foot Ninjas were taken by surprise; they didn't expect to face a four-armed alien.

Gwen finally got to the rooftop and she was amazed at the number of unconscious bodies in black and red littering the rooftop. A green creature with what looked like a shell on its back caught her attention. It wore an orange band around its head and held a Nunchaku in one hand while the other hand held its head. Gazing around the rooftop, she assumed that these people in black and red ambushed the creature and she felt that it needed her help. Gwen rushed toward it, 'Are you okay?'

Michelangelo looked up to face a redhead girl with eyes like the brunette he saw earlier, 'Ugh… My head hurts.'

Gwen's eyes widened and she held back a gasp 'You're a… giant talking turtle?'

Michelangelo gave her a loopy grin, 'Actually, I'm a teenage mutant ninja turtle… The name's Mikey.'

The redhead smiled. She turned to Ben who was plowing through a group of Foot Ninjas who was trying to get to where Michelangelo was. Gwen saw a couple of Foot Ninjas heading her way; she raised her hand, 'Forcus Nebuli!'

The two foot ninjas stumble back when they hit an invisible force field. They were startled and Gwen took her chance at offence, she saw an iron barrel not far, 'Mardickitus Levimarta!'

The barrel levitated and flew toward the two ninjas sending them flying a few meters away from them. Gwen spun around when she heard Michelangelo yelped. He was holding his neck and she gasped when she saw a dart, 'Mikey!'

'Ughh… dude… that… stings…'

The turtle fell unconscious seconds later as the contents of the dart took effect. Gwen gazed around the rooftop and couldn't find where it came from. Sensing danger she felt that it is best they leave the rooftop A.S.A.P.

'Gwen! What's wrong?' asked Ben as he ran toward them after he finished the last batch of ninjas.

'Ben, get Mikey! Take him back to the Rustbucket, stay out of sight. I'll go get grandpa!' said Gwen.

Ben nodded and picked up the unconscious turtle, 'Umm, is he an alien?'

'He's a humanoid mutant turtle you doofus!'

Ben only gave her an annoyed glare before he set off toward his destination while Gwen climbed down the fire escape. None of them noticed the man hidden in the shadows staring at them through his night vision goggle. He pressed a finger to his hear where a communicator was placed under his mask, 'Sir, we have a problem.'

'What is it?' replied a calm authoritative voice.

'A red four-armed alien just took off with the target. There was a red-haired girl with them too,' the man's eyes trailed after the shadowed form of Ben and Mikey as they go further.

There was silence for a few seconds, 'Interesting… What about the tracking device?'

The man took out a device and stared at the blinking dot and the numbers on the screen, 'It's working perfectly fine sir. We managed to implant it.'

'Excellent, make sure you don't lose the target. And keep an eye on Ben Tennyson and the Omnitrix.'

'Affirmative,' and after that the radio was turned off. The man sighed and turned to his partner who had been quiet for so long. He nodded to his partner who replied with a nod and then they left their hiding spot. They took a quick glance to make sure they didn't leave any trace.