A/N: Hi everyone, I just thought I would write a one shot of how I would do Ben 10, I hope you enjoy this and make sure to comment. Just imagine it being like an Ultimate Marvel.

Ben 10: My Version (One-Shot)

Episode 1: Discovery

In the streets of Bellwood USA, we come upon a you man that looked about 15 years old, he had brown shaggy hair, green eyes, he wore a green hoodie with a big white number 10 on his chest, he wore blue baggy jeans, and green nikes. This boy was Benjamin Kirby Tennyson, the school nerd everybody loved to pick on. He was seen as just an idiot by all his peers and he was also a sci-fi geek and was proud of it. He really didn't care about what people thought of him to be honest. Ben walked over to his locker and started to put his green back pack in it until a young man with black hair slammed it back shut.

"Hey, Tennyson!" The boy said with a sinister grin on his face.

"Hey, Cash." Ben said with a bored voice, Cash Murray was the school bully of Bellwood High, but he loved tormenting Ben because he was the weakest.

"You know what time it is?" Cash said with a grin as his henchmen J.T. came into the picture. "Time for your lesson..."

Ben gulped when Cash cracked his knuckles.

Minutes later

A badly bruised up Ben was lying on the floor of the boys restroom floor, Ben slowly got up on his feet, but felt pain from the beating he gotten from them (as well as a horrible dip in the toilet). Ben growled in anger from the torment he endured ever single day.

"Damn them to hell..." Ben hissed as he limped over to the door, he then saw a familiar girl, she had blond hair, blue eyes, wore a pink skirt, light pink stockings, and dark pink sweater. Her name was Patty Berkinfeild, The most popular girl in school and Ben's crush. Patty covered her nose from the smell.

"Eww! You stink!" Patty yelled in disgust.

"S-Sorry..." Ben said trying not let his anger show, he began to walk over to her.

"Stay away from me, creep!" She yelled, Ben was shocked by this and ran off. Everyone laughed.

With Ben

Ben just wanted to die, it was always like this. He was tormented by his enemy and Ex-best friend (J.T. and Ben were best friends, but left him for Cash), His love hated his guts. Everything was just a nightmare everyday.

"Grandpa..." Ben whispered, he missed him, Grandpa Max was always there for him and the fact that he was gone just made his life worse. "What should I do..."

Ben walked home and opened the door to his house and saw his mother Sandra washing dishes.

"Ben, you're home! How was school?" Sandra said she turned and saw something horrible, "Ben, what happened!?"

"I'm fine..." Ben said as he walked up stairs. She then grabbed him by his wrist.

"Are you sure you okay? I want to help. Please tell me?" Sandra pleaded more than asked.

"Please...just leave me alone..." Ben said as he went up the stairs. Sandra was shocked by this.

"Oh Ben...if only Max and your father where here..." Sandra said remembering the death of both Max and Carl.

Ben's room

Ben walked into his room, it was filled with all types of sci-fi figures and movies, but his most fascination was space and aliens. He always wanted to go to space when he was a kid, but he realized it was just a childish dream that would never happen. Ben fell face down on his bed.

"I wonder...If I will ever change things in this stupid town!" Ben yelled in his pillow. All he wanted was to know that his life had a purpose. He still remembered what his grandfather told him when he was 10.

"You are capable of anything, you just need to believe in yourself." Ben repeated his words. He missed him very much.

Ben then took his head out of the pillow and looked into his video pile, he took out a movie called Star Battle 2. Ben loved this movie, it's plot was about a character who was an alien who was a hero that saves the planets from evil alien warlords. He started to watch the movie in complete happiness (Sci-Fi always seemed to make him happy), Ben had always dreamed of saving the universe like the main character in the film. He even had fantasy's of Patty falling for him when he saved the planet.

"So cool..." Ben said dreamily, but then he heard a knock.

"Ben!" A voice yelled behind the door.

"G-Gwen?" Ben said shocked as he turned off the movie.

"Can I come in." Gwen asked.

"S-Sure." Ben said as he unlocked the door to reveal a young woman that was about Ben's age, she had short red hair, green eyes, wore a blue/dark blue shirt with a cat face on the front, a short white skirt, white knee socks, and blue/white shoes. It was Gwen Tennyson, Ben's cousin.

"Ben, are you doing alright?" Gwen asked worried; Ben looked at her confused. Was she actually worried about him?

"I'm fine, why does everyone want to know?" Ben said with a scowl.

"Aunt Sandra told me what happened, and she's worried sick." Gwen explained, "You can't keep blocking people who care about you."

"I'm sorry, I didn't mean to make anyone worry about me, I thought it wasn't a big deal." Ben said as he sat on the edge of his bed.

"If only we both went to the same school..." Gwen said sadly.

"It's okay." Ben said with a smile. Gwen was always over protective, they were like brother and sister more than cousins.

Gwen smiled. "Well, if you need anything, just call."

"Okay, see ya, Dweeb." Ben said with a grin.

"You to, Dofus." Gwen said as she left the room. She was gone, Ben laid on the bed starring at the ceiling. Ben remembered all the times him, Gwen, and Grandpa would go camping on summer vacation, he missed those days.

"Good times." Ben said as he drifted off to sleep.

Somewhere in space

We come upon a huge space ship, inside was a giant green squid-like alien being that looked like something out of a HP Lovecraft novel, it had red armor all over its body as well with tentacles that were shaped like arms, as well as a mask that covered its face that seemed to help him breath or something. Another alien that was in all black was at the controls.

"Psyphon, have you located the Omnimatrix?!" The Squid Alien yelled.

"Yes, master Vilgax!" The alien known as Psyphon reported, "It seems too be located on Earth..."

"Earth...send a drone to track it down!" The monster yelled.

"Yes, Master Vilgax!" Psyphon said as he sent the drones down to earth to find the Omnitrix.

Back on Earth

Ben Tennyson was busy with chores on the weekend, Ben had taken the garbage out and began to clean his room until he heard his cell phone rang (It played the Ben 10 theme, a little homage to the original series for you), Ben answered it when he saw it was Gwen.

"Hey, Gwen!" Ben answered.

"Hey, Ben, wanna hang out?" Gwen offered, Ben was a little surprised by this, but he decided to go.

"Sure." Ben said.

"Great, meet me at Mr. Smoothies at seven." Gwen said as she hung up.

Seven at Mr. Smoothies

Ben had rode his bike to see Gwen standing infront of the fast food joint. Ben then put his bike on the bike rack.

"Well, lets go. I'm buying." Gwen said. The two got their smoothies (Gwen's was strawberry and Ben's was carrot) and sat at a table.

"Well, it looks like an interesting night." Ben said trying to break the ice.

"Yeah." Gwen agreed while starring at the sky which looked beautiful."So, Ben, you sure everything is alright?"

"Gwen, how many times do I have to tell you. I'm fine, you don't need to worry." Ben said as he took a sip of his carrot smoothy.

"Okay, It's just you seem to be very lonely..." Gwen said.

"Why do you think that?" Ben asked.

"It's just you seem to just keep to yourself..." Gwen said.

"Yeah, being an only child can have that effect I guess." Ben said taking another sip of his smoothy. Ben and Gwen decided to walk home, but they came to see something strange.

"What's that in the sky?" Gwen asked confused by what she was seeing.

"I have no idea." Ben answered, but then they saw a huge army of drones flying to the neighborhood.

"Get down!" Ben yelled as he grabbed Gwen on the ground from getting attacked by the drones,

"W-What are those things!?" Gwen asked completely shocked.

"We gotta get out of here!" Ben said as he got on his bike with Gwen on the back and took off.

"Ben, we need to find a place to hide!" Gwen yelled holding on to Ben for dear life.

"I know just the place." Ben said as he kept on peddling,

Max's RV (Rust Bucket)

Ben and Gwen had finally came up to the old RV where they use to spend their summer in. Nostalgia hit Ben like a ton of bricks.

"Wow, she hadn't aged a day." Ben said as he went inside it. Gwen and Ben looked around the RV and noticed how dark it is. But they started to hear noise coming this way.

"Somethings coming." Gwen said.

"We got to hide!" Ben said, he then turned and pressed his hand against something and suddenly a door opened.

"What the hell?" Ben said shocked. Ben and Gwen decided to go inside, the door closed behind them.

"W-What is this place?" Gwen said completely dumbfounded by what she was seeing, the whole place looked like some kind of space ship. Ben looked over and saw a strange pod inside some kind of barrier.
"What's that?" Gwen asked confused.

"I don't know." Ben then accidentally pressed a button which caused the barrier to open. Ben touched the pod and it opened up to reveal a strange watch that he had never seen before, it looked really bulky, it was black and grey in color, and had a green hour glass face plate. Suddenly something was trying to smash the door open.

"They're trying to break in!" Gwen yelled. Ben was about to grab the watch, but it suddenly jumped on to his left wrist.

"HOLY SHIT!" Ben yelled as the watch was now bond to his wrist.

"Ben, what happened?"

"I-I don't know, The watch..." Ben was about to say something until a hologram of Max Tennyson appeared on a projector.

"GRANDPA!" Both cousins yelled in disbelief.

"Ben, Gwen, It's good to see you are doing okay," Hologram Max said with a smile, "It's good to see you've grown up, if you are listening to this message, you might have found the Omnitrix, a powerful alien watch that can turn the user into various alien forms."

"WHAT!?"

"I might be gone, but if you ever find it, promise me you'll protect it with your life." Hologram Max said with a serious look. Ben was shocked by what he was hearing, a watch that can turn any user into any alien in the universe. That was way too much to take in. Ben's face became serious and nodded in understanding.

"I will, grandpa..." Ben said holding the watch. "I'll protect it with my life!"

Max smiled and was gone. The door was almost broken from the constant smashing.

"Ben!" Gwen yelled.

"On it. Now, how do I work this thing?" Ben asked no one in particular as he started pressing buttons, suddenly the face plate popped up and Ben decided to slam it down with a blinding light. Gwen covered her eyes from the light and as the light subsided, she saw something that made her jaw drop. Ben was gone and was replaced with a huge diamond like being that wore a pair of black pants and combat boots, he was shirtless with the Omnitrix symbol on his chest.

"Holy crap, I'm a freaking over grown wedding ring!" Ben yelled in complete shock with a deeper voice. Ben then noticed that the monster was close to breaking through the door.

"Gwen, get behind me!" Ben yelled, Gwen did what she was told. The door was now off its hinges and revealed a robot of some sort.

"Sorry, buddy, occupied!" Ben yelled as he fired diamond shards at the robot which caused it to go right through the RV.

"Wow!" Ben said amazed by what he just did, he felt just like the main hero in the Star Battle movies.

"We got to stop them!" Gwen yelled.

"Got it! Find a place to hide for now!" Ben commanded, Gwen nodded in understanding. Ben then jumped through the hole of the RV, "You're gonna pay for what you did to grandpa's RV!"

The robot then shot energy blast at the diamond alien, Ben reflected the blast which hit a near by car.

"Amazing!" Ben yelled looking at his now diamond hands. Ben then charged at the alien with his new diamond blade and slashed the robot which caused it to explode. Suddenly Ben was surrounded by various drones.

"Crap..." Ben said with pissed off look on his face.

"Omnitrix detected!" One of the drones said.

"You want the Omnitrix?" Ben said as he made two blades, "Sorry, but no sale!"

The robots then came at him in full speed, Ben was able to take them out very fast with his new found fighting skills.

"Wow, I can fight in this form!" Ben said amazed, "Well, looks like my work his is done..." with that he left.

Back with Ben and Gwen

After the battle, Ben and Gwen were now in the RV.

"So he said you should protect it?" Gwen asked.

"Yeah, I made a promise for him and I'm going to keep it." Ben said looking at the Omnitrix.

"Then I'm with you!" Gwen said crossing her arms over her chest.

"Thanks, Gwen." Ben said with a smile.

Next day at Bellwood High

Ben was walking to his class until he was face to face with Cash and J.T.

"Where do you think you're going?" Cash said with a grin on his face, Ben just glared at him. He wanted to use the Omnitrix, but didn't want to start a riot.

"I'm late, leave me alone..." Ben said trying to go pass them, but was pushed back.

"No way, you got to pay a toll!" Cash said holding his hand out.

"Hey, ass hole!" A voice yelled, everyone turned to see Gwen with a very angry look on her face. "Leave my cousin alone!"

"You think calling you girly cousin was goin- GAH!" Cash said, but was punched in the face by Gwen, she then lifted by his shirt.

"I SAID leave!" Gwen yelled as she threw him on the ground.

"L-Lets get the hell out of here!" Cash said as he got up and left, "Next time your cousin wont be around to hold your hand, Tennyson!"

Ben was shocked by what he witnessed. "Thanks, Gwen."

Gwen smiled, "No problem." With that they started walking to class.

"So you transferred schools?"

"Yep," Gwen said happily, "Any way, do you have any plans for the Omnitrix?"

"I'm going to use it to help people, like grandpa wanted it for." Ben said with a small smile, "I won't let him down."

"I know you won't" Gwen said, "We're in this together."

"Yeah." Ben said as he and Gwen headed to class, this was going to be one interesting day.

A/N: I hope you enjoyed my version of Ben 10, I really enjoyed writing this and I hope you loved it. I never did anything like this before, but I'm glad I did. I wanted to give the characters a reason for what they do and a lot more character development as well. I hope I succeed. I had ideas of having Cooper replace Kevin in this version as well and Gwen was going to become Lucky girl as well (Not sure how to do it as of yet), but who knows. I also might update a character biography to know my version differ from their canon counterparts.