Hey people! This is the second time I'm starting a new fanfic (and my first Ben10 fic), so please, no flames. In this fic, only the first ten aliens shall be turned into humans, and Ripjaws, Stinkfly and XLR8 are girl aliens (heh heh!). And sorry if I forget any other aliens from the Omnitrix.

I don't own Ben 10, the characters, the omnitrix and the aliens & villains.

Chapter 1: Intro

Riding along the city highway was a RV, and inside it were three people. The eldest was a man who looked about sixty, but had a muscular physique. He had short white-grey hair and he wore a red Hawaiian shirt, blue jeans and brown shoes. The youngest were two children, both were about the same age as each other, that being ten, of course. The young boy had brown hair and light green eyes, and he wore baggy brown trousers and a black-and-white shirt. On his wrist was a watch-like device, glowing red. The girl had short red hair and, like the boy, she had light green eyes. She wore a blue top and matching blue pants, but her wrist was device-less.

'Ugh, I can't believe summer's nearly over,' Ben Tennyson said, watching the world go by outside the car window. They were making their way back to their hometown, and they were passing through the country of Florida at the very moment. Ben's cousin, Gwen, had her laptop open, but like Ben she was gazing outside. Their grandfather Max was keeping his eyes on the road. Ben crossed his arms, his green eyes narrowed. 'We have to go to school and learn stuff we don't wanna learn.'

'It's not the end of the world,' said Gwen, her eyes turning to him. 'There will always be another summer.'

'Yeah, like next year,' Ben replied. He looked at the device on his wrist. 'This vacation has been so cool. I mean, from the Omnitrix winding up on my arm to saving the world from that squid-head Vilgax made this vacation so . . . fun.'

Gwen rolled her eyes. 'With the Omnitrix winding up on you just made my vacation weird.'

Ben frowned at her slightly. Why he and Gwen were related was a mystery that he couldn't solve.

Heatblast sighed as he watched his fellow aliens deep in thought.

They had a life before, but now their so-called newlife is here, he thought, clenching his fists.

Heatblast's eyes were on the crystalline alien, Diamondhead, who was leaning against the black wall of the big green-and-black room. He was very intelligent, and very helpful. Apart from being smart, he was very handsome and a well-mannered gentleman. Diamondhead was every (alien) girl's dream man. According to him, he hailed from the crystalline planet of Petrosapia, but that was all he remembered before he realized that he would spend the rest of his life inside the Omnitrix.

Next to Diamondhead, stood a very tiny alien, who didn't seem to fear being trampled on. Grey Matter was his name, though it was unclear what his real name is, which applied to all of the aliens in the room. Grey Matter didn't look like the warrior type, due to his small size, but inside his little mind was pure intelligence. Sure, in battle he didn't have brawn, but he had brains.

Heatblast eyes then turned to the lizard-looking alien, XLR8. She was sitting cross-legged on the floor, her eyes closed. Her long blue tail with black stripes was twitching slightly. XLR8 was one of the three female aliens, but the fastest alien of them all. According to Grey Matter, XLR8 was of the Kinceleran species, though the alien didn't seem to remember. XLR8 was very caring and often tends to act like a mother, which was fine with them all.

Next to her was a fish alien, a bug alien and a dog alien with no eyes. The fish alien was Ripjaws, the other female of the three. Her appearance intimidated the others at first, but after finding that she was friendly, they liked her at once. Ripjaws was best at swimming, an ability she was very proud of. Whenever she swam she felt free and happy, feeling graceful and enjoying everything around her.

The last female was the bug alien named Stinkfly. She often showed off her flying ability but used it whenever someone was in emergency. Unlike the other girls, Stinkfly was tougher and more boyish. She spends her time mostly the males, and sometimes the females. The dog-like alien, Wildmutt, only did listen to her, since Stinkfly and Wildmutt spent more time with each other.

The Pyronite turned his head to the right and his eyes were upon a mechanical figure. His mechanical form earned him the name Upgrade, which suited him perfectly. His 'skin' was a black-and-white combination, with lines of electric green going through the black. Upgrade was standing next to the red-skinned, four-armed Tetramand, Fourarms. Fourarms was the muscle of the group, but when he wasn't beating the heck out of the enemy, he was gentle, kind and the perfect friend.

Then Heatblast looked across the huge room. An Arburian Pelarota, otherwise known as Cannon Bolt, was talking quietly to a vine creature, otherwise known as Wildvine. Next to them were four figures, the fourth figure quietly cursing under his breath about how his plans were foiled and how he'll one day have revenge on Ben Tennyson. That alien was the ghostly figure of Ghostfreak. His claws were clenched and his one violet-purple eye was in rage. The other three figures was what looked like a wolfman, a mummy and an intimidating Frankenstein monster. Those three went by the names of Benwolf, Benmummy and Benvictor.

Heatblast shook his head at them. Ghostfreak had attempted to merge himself with the holder of the Omnitrix - their prison - who's name was Ben. The plan failed as Ghostfreak was exposed to the sun's rays and was destroyed, but Benwolf, Benmummy and Benvictor brought him back from the dead so he could put the world into darkness. But soon that plan failed, and he was forced to return to the Omnitrix, along with his cronies.

I think the kid doesn't even know Ghostfreak is still in the Omnitrix, Heatblast thought. In fact, the kid doesn't even know if all of us are real instead of pieces of DNA.

The Pyronite bent his head in thought once more.

I wonder if we'll ever see Ben's world?

But little did Heatblast and his friends know that they would soon see Ben's world, but in a different way.

So, what do you think of this chapter? Who knew Ripjaws would be a girl? Reviews are welcome:)