Hi everyone, let me explain what this story is. Each chapter I take a scene from a movie or show, or a trailer, and replace the characters with heroes, villains and characters from other cartoons, video games ect. They will have the same set up but will have my own adjustments. Special thanks to Just Q who thought of the name of this story.

Disclaimer: I do not own any of the characters appearing in this story.

Replace and Amaze

Superman 3 The Quest For Peace (Ben 10)

Ben Tennyson, the universes greatest hero. He saved the universe from Vilgax the conqueror, Dagon the destroyer, the Highbreed. Protected the innocent from robots, alien invasions, evil magicians, super villains and even threats from other dimensions. No matter the odds, Ben 10 always saved the day. That was until one battle, Ben won the fight and saved the people but had no idea the of damage that had occurred.

The Omnitrixs safety protocols were damaged, the systems that kept Bens brain from being effected by his transformations, disabled. At First there was no change, but soon he began ignoring smaller crimes, then he became more aggressive in fights and every other interaction. He set fire to the Bellwood Bell, destroyed Will Harangues home, toppled Billions Tower and nearly broke Mr Bauman in half after damaging his store, for the first time intentionally. Both the police and the Plumbers attempted to stop Ben, but they were no match for him. His family reached out to him, to try and make him see the harm he was doing. But he pushed them all away, and warned them to stay away for their own safety. Ben became angry and depressed, so much so he couldn't even enjoy smoothies anymore. So, he decided to try something stronger.

In Bellwood a crowd had gathered and was staring into the window of a bar, where Ben Tennyson sat drinking. He poured himself another glass as a customer asked the bartender, "ain't he underage?"

"Hey I didn't serve him." He replied, "he just walked in and took the bottle. But I ain't crazy enough to try and take it from him."

Ben downed his drink before pouring peanuts out of a bowl and became Four Arms. He flicked a peanut with such force it shattered a bottle on the self. "Hey!" The bartender protested but made no effort to stop him as he continued to fire the peanuts like bullets, shattering the bottles until he ran out. He became human again and got up before staggering out of the bar and sees all the people.

"What are you looking at?" He snapped. "Huh!?" He began to walk away and everyone steered clear of him.

The Proto-TRUK pulled up and Rook Shar and Rook Ben stepped out. "Ben 10! It is I, Rook Ben."

"Ben do not." Shar advised.

The young Revonnahgander ignored her. "Ben 10 you will not harm anyone. Tell them."

"Brother." Shar put her hands on Rook Bens shoulders. "He has changed."

"NO!" He pushed her hand away. "He is just ill. Ben 10 you must recover." With that he ran towards Ben.

"Wait!" Shar called after him.

Rook Ben ran in front of the fallen hero making him stop. "You are just slumping. I still believe in you. You are still a hero."

Ben looks at young Revonnahgander before him. He then hears the crowd whispering and talking. His head begins to hurt and he becomes Jetray before blasting off into the air. But even as he flew, Rook Bens words kept repeating in his head. He became dizzy and his vision blurred, he eventually fell out of the sky and crash landed in a junkyard. Ben became human again before screaming at the top of his lungs. The workers saw him and having heard of what'd he done, ran away. After few moments of screaming, Ben fell to his knees and slammed his fists onto the ground. After a few deep breaths his vision returned to normal, but he saw someone walking towards him. He lifting his head up, his eyes widened as standing before him was his ten year old self.

"Man," young Ben said. "How did I end up like this?"

"Get out of here." Ben said.

"You may have driven everybody else away. But I'm not going anywhere." Young narrowed his eyes. "How'd I go from ten to Zero?"

Ben got to his feet. "This isn't summer vacation anymore."

"So what?" He shot back. "What does that matter?"

"Everything!" Ben snapped. "Beat the bad guys, save the day and then jump keep on the road to the next adventure. Now everyone knows who I am. I've protected them from monsters, madmen and galactic warlords and what do I get? Suspicion, whining and not so much as a thank you letter."

"Are you serious?" Young Ben asked incredulously. "Heroes don't do it for rewards or thank yous. That's like the first thing we learned, it didn't stop us. Every time someone was in trouble we acted, because it was the right thing to do and that was enough!"

Ben grit his teeth in anger and in flash of green light he'd transformed into Bloxx, raised his arms up and tried to bring them down on his younger self who barely managed to jump out of the way.

"I NEVER ASKED FOR THIS!" Bloxx shouted. "The Omnitrix wasn't even meant for me. It was supposed to go to grampa Max, but I got stuck with it!"

"And we did good with it." Young Ben got to his feet. "We became heroes because we wanted to."

"SHUT UP!" Bloxx's arm shape shifted into a gun and fired several blocks that hit the ground around Ben before exploding and kicking up a dust cloud. But before he could move, a fireball flew out of the dust hitting his arm and blasting it apart.

The dust cleared to reveal Heatblast. "Time to turn up the Heatblast!" With that he began shooting more fireballs at Bloxx who stumbled back as pieces were blown off of his body. His body regenerated the lost peaces and he moved his arms to see Heatblast holding a massive fireball over his head and threw it at him causing a large explosion. "That all you got?"

Suddenly something burst out of the ground in front of Heatblast and hit him hard enough to send him flying backwards into an old car. He shook his head clear to see Armadrillo charge at him. "You have no idea!" He swung a punch at Heatblast who jumped out of the way and the car took the hit, the shockwave sent the car flying across the junkyard. Heatblast attacked with a stream of fire but Armarillos armor protected him from the heat and he drove his arm into the ground, sending a shockwave through the ground towards Heatblast who blasted the ground with an explosive fireball to stop the shockwave in its tracks.

Armadrillo moved into attack again but he was blasted by green lightning, "Oh yeah?" Frankinstrike stepped through the smoke. "So far I'm not impressed." Armardillo tried to tunnel underground but the electricity was preventing from moving. So he transformed again.

"Thanks for the charge." Chromastone said as he absorbed the lightning. "Allow me to return it!" With that he blasted Frankinstrike with an ultraviolet energy beam that blasted him off his feet. Before he could recover, Chromastone flew at Frankinstrike grabbing him and carried him into the air before throwing him and blasting him back into the ground. He fired again but Frankinstrike transformed into Blitzwolfer and leapt out of the way. "HOLD STILL!" Chromastone shouted as he tried to blast him, but ever shot was dodged.

"When have we ever done that?" Blitzwolfer mocked as he ripped an engine out of a car and hurled it at Chromastone who blasted it, causing it to explode. The Crystalsapien looked around for his opponent but there was no sign of him. He never saw the Loboan climb the large pile of junk behind him and leap in to the air where he unleashed a sonic howl. Chromastone yelled in pain as his the sonic waves bombarded his body and slammed him into the ground. The assault finally stopped when Blitzwolfer had to take a breath, Chromastone was enveloped in green light and he was gone when the second howl came. It stopped when something hit him at high speed making him stumble, then came another strike and another he was knocked to the ground.

"Too slow." He looked up to see Fasttrack standing over him. Blitzwolfer swiped at him but he easily dodged it, and the next attack and the sonic howl that followed. Fasttrack sped by punching him again before running around him in a circle. In a flash of light Four Arms jumped and drove all four fists into the ground creating a shock wave that tripped Fasttrack, causing him to bounce along the ground. Before he could recover, Four Arms had moved in a grabbed his ankle.

"Gotcha!" He proceeded to repeatedly slam Fasttrack into the ground before punching him so hard he crashed into a pile of scrape that then fell on top of him. Four Arms took a breath, "its over."

The pile began to shake when it was blasted away and Four Arms got to his feet. "You once asked me how much stronger do you get when your older." He drove his fists into his palms. "Time to show you."

Young Ben narrowed his eyes and took a fighting stance. "Bring it!"

Ben grabbed a car and threw it at his younger self, who smacked it away and they both charged and grappled with each other. The older Bens greater strength began to overpower his younger self before head butting him, grabbing him and throwing him through the air. Young Ben landed onto of an old car and crushed it, picking himself up he saw the cars intact engine and got an idea. Ben followed him and saw his younger self holding an engine in each hand. "Seriously?"

Ben charged and swung a punch but young Ben blocked it with an engine before driving one into his gut and rapidly struck him in the face with the others. He uppercut him with one before bringing two down onto of his head. Ben grit his teeth and let out a yell as he brought his hands together for a thunder clap, destroying the engines and pushing his younger self back. With an angry yell he charged and punched young Ben in the face, he began punching him repeatedly before grabbing him by the neck. "Looks like you forgot, one thing."

Ben tightened his grip. "Whats that?"

"To think on your FEET!" Young Ben stomped hard on Bens foot, it didn't hurt that much but it caused his grip to weaken. Young Ben then knocked his hands away and drive two fists into his older selfs gut, effectively knocking the wind out of him. Young Ben punched him several times before Ben blocked one and reached out, grabbing the Omnitrix on his shoulder. But the moment he did it flashed with green light and the energy flowed from it and into Ben making him yell in pain. While the prototype Omnitrix was nowhere near as powerful as the current version it did have something important, the original code. It detected the damaged system and forced a it to reboot. Ben stumbled back, clutching his head in pain the effects on his brain were being reversed. He heard a yell and looked just in time to see his younger self punch him with such force, it created a small shockwave and sent him flying through the air before he fell into a puddle with a splash.

Ben became human and began coughing as he pushed his face out of the dirt. As the pain in his head subsided he opened his eyes and his reflection in the puddle as he looked at his dirty, beaten up appearance he was hit by something much harder, guilt. All he had done and said, tears began to form in his eyes as he slammed his fist down on his reflection making another splash. There was a green flash and he looked up to see his ten year old self was human again. Young Ben looked at him for a moment before extending a hand to him, Ben took his hand got to his feet. "How do you feel?"

"Like burning garbage." Ben sighed. "But thanks."

A siren was heard and they looked to see a fire truck speeding down the road.

"Looks like you need to get back to work." Young Ben said.

"Yeah, thanks." Ben turned but saw his younger self was gone. He wasn't sure how it happened, but he knew he had a lot of work to do. In a green flash he became XLR8 and raced off to help because once again, it was Hero Time.

For anyone who was wondering, Rooks little brother Young One is now called Rook Ben. This idea has been rattling around in my head for a while. Let me know what you think.