guestsurprise did this request for me and I added a few touches of my own! Enjoy and thank you guestsurprise! :D

Ben screamed in horror and anger as his saw his friends being attacked with Vilgax's blaster! They were already injured and the evil tyrant was about to obliterate them!

Screaming in anger, he slammed the Omnitrix so hard that he cracked it and quickly became Four Arms! Charging at a speed faster than anyone had seen, he slammed his body hard into Vilgax and was prepared to take him down with him off a steep cliff!

"LET GO OF ME YOU FOOL!" Vilgax yelled, now pushing him harshly.

"NEVER! YOU MONSTER! IF I DIE, YOU'LL GO DOWN WITH ME!" Ben screamed back.

"BEN! STOP!" Rook pleaded, now coming forward and using a forcefield to separate the two of them before they both could have fallen to their deaths.

Vilgax shoved Ben hard into a hard rock, but before he could kill him the other Plumbers jumped into to protect Ben.

Unfortunately, Vilgax had gotten away.

Ben's face was filled with horror and pure anger as he saw his friends almost killed. And to make things worse, Vilgax got away.

"Ben, come here. You're injured," Feedback said gently, now limping over weakly to him. Ben stared into space, blood trickling down his face from the fight.

"Ben…kiddo…answer us." Four Arms added in worry, now weakly trying to stand.

"Ben, you need medical attention," Rook added, now trying to gently pull Ben's arm. Ben, however, pulled back in sadness.

"No…"

"What?!"

"No…I don't need anything!"

"Ben…."

"You all almost got killed," Ben said, now turning and looking at all three of them in the eye.

"This is all my fault." He said and then looked down sharply at the Omnitrix. "This is it!"

"What do you mean?!" Four Arms said in worry.

Ben gave him a sad glance and then used XLR8 and ran as fast as he possibly could. All he wanted was to get away somewhere no one would find him.

"BEN!" Rook screamed.

"BEN COME BACK!" Four Arms yelled.

"BEN DON'T LEAVE! COME BACK!" Feedback begged.

But it was too late. Ben was gone.

Four Arms whipped out his phone. "CALL THE GIRLS! WE NEED TO FIND BEN NOW!"

After a cross-country run, XLR8 ended up in New York City. He ran up an old building and finally collapsed on the roof, turning back to Ben.

Ben looked at the clear night sky and the bright lights, the sounds of the city were all around him. He felt tears filling his eyes. He held up his wrist, slipped off the Omnitrix, and threw it off the roof.

"Having a bad day?" A gentle voice said.

Ben scrambled around and saw someone looking at him from the shadows. Not even concerned for his safety, he rolled his eyes and began to stand up.

"I was just leaving. I don't need another freak trying to hurt me," Ben said angrily.

"Relax. I'm not here to hurt you." The voice responded. The owner of the voice gently emerged from the shadows.

It was none other than Spiderman! "And who are you calling a freak?"

"Just leave me alone!" Ben snapped now standing and walking away, wiping his face.

"Well, I would if you were alright, but clearly you're not."

"Why do you care anyway?!" Ben growled. "You don't even know me!"

"Yeah, I do. You're Ben Tennyson! I've always wanted to meet you!" Spiderman said, now walking towards him.

Ben just turned away, still trying to keep his eyes from watering.

"Come on, don't be a jerk. Let's talk," Spiderman said, now trying to stop him.

"Look I'm fine, ok?! I know you're trying to help but I'm a loser! I can't be helped! Wanna know about me?! I'm the so called great and wonderful Ben Tennyson! Owner of the Omnitrix and almost the murderer of his friends!" Ben said, slight tears escaping his face! "I wish I never found that stupid thing!"

Spiderman held up the Omnitrix. "You mean this?"

Ben reeled back in surprise. Then he glowered at the costumed hero. "Go ahead, try it on and see what happens. Make yourself a giant dinosaur or a living glob of snot!"

"I'm not gonna do that cause it's not mine." Spiderman said. "It's yours."

"NO, IT'S NOT!" Be tried to run away.

"Hey stop!" Spiderman said, now squirting webbing on his ankles to stop him.

"GAH! QUIT IT!" Ben yelped, now trying to rip at the webbing.

"Not until we talk; what happened to you?!"

"None of your business!" Ben said, now trying to get away.

Spiderman growled under his breath and shot webbing around his arms and around his legs.

"GET OFF OF ME!" Ben snarled, now squirming hard.

"Ben! Be quiet!" Spiderman growled, now picking up the bound hero and returning to the top of the building and taking Ben through the window of an abandoned apartment.

After a while, Ben stopped struggling and just laid back on the sofa that Spiderman left him on.

"Okay, time out's over. Now how about explaining what happened?" Spiderman said.

"There's nothing to tell, weird spider guy!"

"Spiderman."

"Whatever!"

"Cool it, psycho!" Spiderman said. "You're clearly upset and even ran miles away from your own home. Spill it!"

Ben turned away and the webslinger arched a playful brow. He sat closer to the younger teen and poked him in the ribs. Ben jumped in surprise!

"Don't even think about it! No tickling!"

"Then just talk to me, Ben. Man to man." Spiderman said gently. Ben's eyes softened and he told Peter everything from Vilgax to his friends almost dying.

"Now you see why I can't own the Omnitrix anymore." Ben summed up. "No matter what I do, Me and the people I love always get the short end of the stick."

"Ben, you can't just stop being a hero. Your friends are depending on you!"

"Didn't you hear a word I said?! They almost died because of me!"

"No they didn't! You saved their lives by attacking that Vilgax dude in time! If you didn't, they would have died!"

"I'm no hero!"

"Y'know, I had an uncle named Ben. And you wanna know what happened to him?"

Ben snorted. "No, what?"

"He died." Spiderman answered.

For the first time that night, Ben was speechless.

"And you want to know how he died? Because I wasn't there to protect him. But since you were there to save your friends, they're still alive."

Ben listened as Spiderman continued.

"Ben, you are a hero to their them as much as they are to you. You look up to your friends, don't you?"

"Well, yeah…"

"And what would you say if they decided to stop being heroes and just run away?!"

"Well, that's selfish! They can't just leave! We need them!" Ben said in horror, but then he stopped short as Spiderman gave him a knowing look.

"You see, Ben? Being a hero is not just about you, you're being a hero for those that love and need you. And being a hero isn't about us either, it's about defending people and being there for those in need." Spiderman concluded.

Ben stared at him a few minutes and then nodded.

Spiderman was right…he couldn't just leave and walk away. They needed him as much as he needed them. And being a hero was not just because he felt like it; he was a hero because they needed him.

"Thanks," Ben said gently.

"Anytime, Ben…but I think I should let you know. Rachel and Sasha contacted me and the aliens are desperate to find you. They were asking me if I could help them look for you. They don't know you're here."

"I know," Ben said, guilty. He blinked. "Wait. You know Rachel and Sasha?!"

"Yeah, I met them a while back. They go on and on about you." Spiderman said. "It would be a shame to leave two cool chicks like them behind. I couldn't get chicks that cool period!"

Ben laughed. He actually laughed, he was beginning to feel better.

Spiderman chuckled and placed a hand on his shoulder. He handed Ben the Omnitrix.

Ben immediately took it and put it back on his wrist.

"Let's get you home." Spiderman said.

And with that, they returned to the Grant Mansion. But before Ben could say a word, Rook and the others ran to him with Rook in the lead! He pounced on him and hugged him so tightly that Ben could barely breathe!

Soon, they were brought into even bigger hugs when Feedback and Four Arms joined in!

"G-Guys…" Ben started.

"Shhhh. We'll talk later Ben. We're just glad you're home." Rook said, still hugging him.

"Never leave us like that again," Four Arms added, still cuddling them all in his huge hug.

"You're important to us Ben," Feedback added, now gently running his plugged fingers through his hair.

Ben just hugged them back, tears of joy in his eyes as Spiderman grinned a large smile and watched the adorable sight.

Spiderman was hugged by Rachel and Sasha. "Thanks, Spidey." Rachel said.

Sasha was in tears. "I was so worried!" she sobbed. "You brought Ben back! Thank you!"

"Just doing what heroes do." Spiderman said, winking at Ben.

Ben winked back. He just made a pretty cool friend.

guestsurprise: Hope you enjoyed it newbienovelistRD! This was just for you!

newbienovelistRD: Totally awesome, Amiga! Thank you so much! This story was perfect for the day cause I just saw the new Spider Man Homecoming movie! You rock! :D