this is for Rarecasionul! thanks for the request! hope you enjoy!

Ben bounded up the stairs, practically tripping over his own feet. He was supposed to meet Julie at Burger Shack twenty minutes ago, but he got stuck in traffic on the way home from a soccer game. He needed to change and leave as soon as possible.

Ben, prepared to throw his bedroom door open, was surprised to see it already ajar. Panting, he stopped in his tracks. "Julie?"

His girlfriend turned around, flashing something he'd never seen before. "Hi, Ben."

"What are you doing here?" He blinked. "And what is that?"

"I knew you were gonna be late, so I figured I'd just meet you here," Julie answered. She raised the object in her hand, and Ben could see that it was a watch. One very similar to his own. "I have no idea."

"Where did you get it?" Ben stepped closer.

"It was just sitting on your bed. Here's the note it came with." She gave him a small piece of paper.

Ben pulled it from her hands for examination. It didn't say much, but it did say who it came from. "Azmuth."

Julie raised her eyebrows. "The guy that gave you your watch?"

"Yeah…" Ben inspected the note slowly. "He says it's a gift. I think for not screwing up so much lately."

"Is that supposed to be a compliment?"

"From him it is."

Julie frowned at the model. "Weird."

Ben dropped the note on his desk. He grabbed the model watch with both hands, puckering his lips. He held it up to his own wrist and compared the two. They looked the same. Although the model was smaller and slimmer and didn't have as much vibrant green as Ben's.

Trying to get it to turn on, he shook it. And he pouted when it wouldn't work. He tried again, moving it a different way. "Ugh." And two more times after that. "Here," Ben said, moving the watch towards Julie, "try it on."

She blinked. "Me?"

"I wanna see how it works."

Julie looked between him and the watch skeptically. "Ben...I'm not sure if this is such a good idea."

"C'mon! What's the harm?"

"What if it doesn't come off?"

Ben tilted his head. "If it doesn't come off, then I'll get Azmuth back here to make sure it comes off."

"Ben."

"It won't work on me!" he claimed. "I already have an Omnitrix."

Julie sighed. She glanced at his pout with a look of exasperation. "Give it to me."

"Yes!" he said.

Grinning, Ben stepped towards her and reached for her wrist. She pulled it away. "I can do it myself."

"Oh." He handed her the watch. "Sorry."

Julie took it from him and strapped it on. Then, she stretched her arm out and modeled it. She wrinkled her nose. It nearly fell off. "It's too big."

Ben shrugged. "You get used to it."

"I don't think I want to."

After a few seconds with skin contact, the watch came to life. Its shapes lit up in green and black. It looked less advanced than Ben's, much simpler.

Ben grinned like a kid in a candy store. "Let's give it a test run."

Julie snapped her head up. "You want me to turn into an alien?"

"Well, yeah."

She shook the hand with the watch at him. "No way."

"Please!"

"Ben."

He pouted. "Please."

Julie crossed her arms, softening at his expression. "I don't think it's a good idea."

"What could go wrong?!"

"A lot of things."

Ben practically jumped towards her. He waved his hands, as if that would erase his statement. "Nevermind. Forget I said that."

With a slight roll of her eyes, Julie started to pull the watch off her wrist. When Ben gave an even bigger pout than before, though, she let go and sighed. "Fine."

"Awesome!" Ben chirped. "Who do you wanna turn into first?"

She frowned. "This won't hurt, will it?"

Shaking his head, Ben focused on the watch. "Course not. I would never let you do anything that would hurt you."

Julie smiled slowly and said, "Okay."

Ben rotated the dial. The figures of several aliens lit up, presenting what they had to offer. Most were the same as ones on the Omnitrix. Although a couple were different, and Ben silently promised himself to come back to them later.

"Wanna be Echo Echo?" Ben asked.

"No," Julie answered, "let's go Rath."

Ben laughed. "Are you sure?"

"Yeah. He seems fun."

"Okay." Tilting his head, Ben grinned and slapped down on the watch, careful not to hurt her. A green light overtook her body. For a minute, she disappeared into it.

Then, she emerged in a different form. One he knew all too well. Orange and white with black stripes, giving the impression of a space tiger. "Julie?"

"No Julie!" she screamed. "Only Rath!"

Ben raised his eyebrows. "Okay, Rath. How do you feel?"

"Rath feels," she clenched a fist, "strong!"

"...Rath doesn't want to punch me, right?"

"Argh." A huff. "Not yet!"

"Please don't destroy anything in my room."

"No promises."

Rath paced around a bit, nose twitching. She surveyed the area.

"Does Rath want to change back?" he asked calmly.

"No! Rath likes being Rath!"

"But does Julie like being Rath?"

She pouted, then groaned. "Mmmmph. Rath hates it when you're right Ben Tennyson!" She slapped the center of her chest, but there was no Omnitrix signal there. Nothing happened except her own self-injury. "Ow!"

Ben froze. "Uh oh."

She snapped her head up. "Uh oh? Rath wants to know what's uh oh?"

He scratched the back of his neck. "I...don't actually know how to turn you back."

"WHAT?" she bellowed.

Ben looked away sheepishly. "I need to get Azmuth."

"ARRRRGHHHHH! RATH IS GOING TO POUND YOU INTO NEXT WEEK!"

"I know, I know. Why doesn't Rath see if there's any way to change back?" he proposed, very intimidated.

"YOU BETTER! OR ELSE RATH IS GONNA PUNCH YOUR CUTE LITTLE FACE IN!"

Ben paused. "You think my face is cute?"

Rath threw a pillow at him, though prepared to throw something much, much heavier. Ben yelped. This did prevent Rath from hurling the desk. She fell onto Ben's bed.

While Ben started to pace, Rath started to hit her own chest again. "Ow. Ow. Ow. Ow," she groaned in between slaps. Her chin rested right above where she was hitting, staring down at the lack of progress. "Ow. Ow. Ow. Ow."

"I don't think that's helping, Rath," Ben commented.

"Rath DIDN'T ASK YOU!" she snarled.

She continued her pointless action for another minute, growing more and more frustrated. But right then, another green light appeared. When Ben looked over, Rath was gone, and Julie instead sat in the same place. The mattress adjusted to the sharp change in weight, not sinking as far.

"Oh. I guess we figured it out," Ben remarked.

Julie put a hand to her head. "Okay. Not as fun as I thought."

Ben stepped closer, regaining his composure. "So, who do you want to turn into next?"

"Ben!"