Outer space, an enormous void filled with magnificent and ancient civilizations. The vast regions of this universe look quiet peaceful but when looked closer, one would be surprised on how so much occurs. Many galaxies contain life, but this Journey focuses in one particular galaxy called the Milky Way. In this galaxy a series of events will occur, ones where perhaps only the most powerful of celestial beings will remember. Deep in the vacuum there is a small pod designed as a spear with the colors green and grey heading straight towards the third planet of a yellow sun in a solar system well known to many beings. Inside the alien pod contains a device, a gadget that is said to be one of the most powerful made objects in the universe. It is the first untouched model of the Omnitrix, a form of superior ancient technology containing the DNA of over one million-nine hundred and ten alien species, this watch like gadget's origin and purpose is truly unknown only for a fact that its creator Azmuth has sent it far across the galaxy in order to be avoided at the hands of pure evil. The elderly Galvan only hoped that it will fall in the hands of someone or something with a good heart and that they will use his creation wisely, but what he did not know is that a young women of Earth, caring, loving, and intelligent who has been through a lot recently will be the one to take the responsibility of being granted the powerful Omnitrix, Gwendolyn Maxine Stacy.

It started with an alien device did what it did, it stuck itself upon her wrist with secrets that it hid.

Now she's got super powers she is no ordinary chick, she is Gwen 10,

So if you see her you might be in for a big surprise, she will turn into in alien before your vary eyes.

She is slimy, creepy, fast, she is strong, she varies shape and sizes she is Gwen 10.

On with powers she on the case, fighting off evil from Earth her place.

She will never stop till she saves the day, because she is the toughest chick to ever save the day.

GWEN 10.

Midtown High of Science, Earth 8:05

"But those are the best kind", those were words that completely melted her heart right there. She turned around and gave him a beautiful loving smile fighting the urge to cup his face and kiss him where he was seated. He simply gave her a smirk followed by a whispering "I love you", to her and before they small session could commence their teacher began the class with instructions to open their textbooks. The class felt like it took almost an eternity but that was only because Gwen couldn't get more excited to confront her bug boy after these last harsh couple of weeks. They walked out of the classroom, Peter tailing right behind his one and only girl when all of a sudden she grabbed him by his dark blue shirt and began marching straight towards his locker gently shoving aside students in the seemingly crowed hallway. Once they got to their destination she aggressively slammed his body against his locker, wrapped her arms around his bruised neck and proceeded to kiss him with a passionate moan and loving embrace, Peter didn't need to be think twice and joined with her in the lovely but small make out session. She went so far as to shove her tongue into his mouth and lick his own which he followed along with, unknown to them both tears of joy simultaneously ran down their cheeks along with small trails of saliva going down their chins. These two were inseparable, they knew that now it was best to stay together no matter what, life risking dangers be damned she would face them if it meant being with her bug boy. Peter decided he will break the promise he made to her father on the rooftop of Oscorp Tower that night they fought the Lizard, he knew it was Captain Stacy's last dying wish but if he was still alive he would find out this promise was killing his daughter on the inside. So from this point on Peter will no longer commit to the promise and decided he will protect her with his very life and die knowing she was safe.

"Gwen, forgive me", Peter said in a raspy voice as soon as their lips and tongues parted. "I love you I really do, I'm so sorry for putting you through that, I won't ever push you away or leave you again I swear on my life please stay with me", he finished with a slight cry in his voice.

She responded by kissing his tears away from his cheeks, "Don't cry Peter it's all fine now, you have cured my sadness I'll stay with you till the end, you will keep me safe I know you will and don't ever think I will leave or get tired of you I love you too much for that", she said with her own quivers and tears.

The two continued to make out in the hallway not caring that nearby students were watching with looks of shock and disgust. This went off for some time until both heard an "Ahem". They parted from their kissing and both stared into the eyes of a elderly teacher giving them a stern look while calmly shaking his head no, "Get to class quickly you two and I won't report you for PDA's", he said also in a calm manner. The two gave each other a look and smiled wiping their chins off the moist of their saliva and quickly began to walk towards their next class hand in hand wiping their dried tears, good thing they had most their classes together so they could still see each other with the exception of Peter's free track and lunch period. The rest of the school day went by pretty fast and it was a big relief it was Friday meaning that the couple had a good weekend with no homework to look forward to. Once they left school campus they got onto the side walk of New York with his arm around her shoulder still happy to be back together.

"Can I ask you something?" Peter said in his calm whisper talk. His girlfriend looked up to his height and nodded. "Do you truly forgive me? I really need to know that you will no longer be sad or depressed, especially about how I got your father to fight by my side and payed the price". She didn't show any sign of distraught or sadness, "You my bug boy are by my side again and the only way for you to harm me is by staying away and sticking to my Dad's promise, which I know you won't now", she finished her sentence with a peck to his lips. To be honest Peter still had slight bad thoughts in his head during school, thinking that Gwen would brush this affection off and ignore him again which he would totally understand if she did, he freaking left her for several weeks thinking it was for the best and here she was loving him more than ever. Gwen Stacy is the perfect girl for him hands down. The young high schoolers changed the subject by holding each other closer and continued their walk, once they reached the street that led to Gwen's she got an idea and whispers to her bug boy, "How about we go for a high swing to my apartment, just you and me for our little reunion of a wall crawling hero and his girl?" She added with biting his ear lobe, she couldn't help herself but to do that. "I guess we could but we have to start where no one will see us take off", the spider powered teen said while slowly gearing them both towards an alley that looked like there couldn't be a single person in sight. Peter and Gwen grabbed on to each other real tightly as he just finished attaching the new web shooters to his wrists, his old ones completely destroyed back during the battle with Connors on the tower. Knowing that Gwen trusted him with his safety, Peter leap into the air almost reaching the rooftops of the buildings they were between in and shot a bio cable from his wrist to the much taller buildings surrounding the city. Despite it being broad daylight Peter didn't care about being spotted since by this point they were past 20 stories into the air so if anyone did see the two they would have a hard time figuring them out by identity. Gwen cackled loudly as her bug boy did several spins in the air all while she clung to his chest and shoulders feeling the wind rush past her hair even though it was tied in a high pony tail. This went on for at least 10 minutes until they could start to make out Gwen's apartment out in the distance with precise physical movement, Peter slowed down his momentum and speed and as soon as they were close enough they landed on the rooftop of her family's apartment.

"Phew what a wild ride, that was fun thanks Pete", the blonde hair teen said with relief that they had made it home safely.

"No problem, glad you liked it, these new web shooter work as well as the old ones", he said.

"Old ones" She wondered. " Yup , during the battle at Oscorp, Connors as the lizard crushed them by squeezing my wrists tight nearly breaking my bones too", he replied staring at the scars on his wrists.

She stared and rubbed the scars on his wrists bring them up to her face and kissing each one as a way of telling him she was still here to help clean or treat his wounds if he were to ever get hurt fighting crime. The two smiled and Gwen pulled out her arrange of keys and found the one that accesses the door of the rooftop, this was the same rooftop where Peter revealed who he was to Gwen, the memories. Once they went down the stair way that led to several apartments on the top floor, Gwen found the house number of her family and pulled out another key that led to her home. The inside was just as Peter remembered quiet fancy looking and expensive. He realized it was too quiet and asked, "Are we the first ones hear?" She set her stuff down and responded, "Yes we are, my Mom doesn't come home until four o' clock and she is the one who picks up my brothers from school, which means we have some time to ourselves". She undid her hair and walked towards while he set his stuff down near the door way, he was taken by surprise when she spun him against the wall and engaged him in another passionate lip lock bring her entire left leg around his hips. Peter quickly recovered and wrapped his arms around her, one around her hips and one almost touching her butt. This went on for only a couple seconds until they both parted their lips and giggled like a normal couple from high school even though their lives pretty much weren't normal anymore.

"We still have a few hours together, I say we hang out in your room for the time", he asked the smart girl who was grinning at the suggestion. "I couldn't agree more with you bug boy", she finished by running straight towards her room while Peter jumped onto the ceiling and crawled right after her, as soon as she was in the room he dropped from the ceiling and closed the door behind him, this weekend just keeps getting better but unknown to them both things were going to get freaky especially for Gwen in the near future.

Helen Stacy along with her three sons, Howard, Philip, and Simon Stacy, entered their apartment home so relieved that the weekend had just begun. The kids automatically went to the living room to enjoy some free time for the day and before dinner. Helen was glad that her younger kids had remembered their manners and set their stuff down near the front door table, it was that moment when she realized that her daughter Gwen's school stuff was there when they got home along with a dark colored backpack which clearly didn't belong to anyone in the family. She automatically suspected it could belong to the boy who came to their house for dinner several weeks ago, Peter was his name. While the kids were playing video games on the large television their mother could hear faint giggling and laughing in the back of their home and it was coming from a particular room, she didn't hesitate to walk straight towards Gwen's room and listen more closely. Helen heard more soft giggles and laughs from the other side of the door and made the choice of opening without knocking and the site quiet shocked her but not as much. Gwen was sitting in her bed with her laptop while Peter was on the edge of the bed painting her toenails, the two looked up from their activity surprised they got interrupted.

"Hey Mom, glad you guys are home", the blonde said with her face turning red and a soft smile, her boyfriend set down the nail polish down and gave his own shy goofy smile to the older women, "Good afternoon Mrs. Stacy", the teen with secret spider powers said in a more softer voice that he normally does.

"Gwen, Peter, oh my apologies I didn't mean to interrupt I heard noises from you both and I got curious I'm so sorry don't be upset please", the mother of the Stacy's replied with a tone of she should have known better.

This time it was Peter who spoke first, "No problem Mrs. Stacy I just stopped by here to check on Gwen and spend some time with her, we weren't doing anything inappropriate", that last statement turned both his and his girlfriend's faces beat red from how wrong that came out. Helen believed his every word since he just got done giving Gwen a pedicure and her daughter was simply typing up a blog on her laptop.

"It's alright Peter don't be shy or ashamed, it's great to see you again it's been weeks since I saw you both together but it is understandable we went through a tough time we had to surpass but we are fine now", Mrs. Stacy replied with a small hint of sadness in her voice but that was quickly buried away with a comforting smile.

Gwen was the next one to speak, "Mom could you gives a moment please? We will be out in just a few minutes I'll help you get dinner started", she said and in return her mother smile and quietly shut the door. Peter let out a breath he didn't know he was keeping in and the grabbed the nail polish to close the lid. Gwen logged of her user and closed her laptop, she stared at the tips of her toes and was pretty impressed with how well Peter had painted the them. The color she chose was a dark lime green, since it was personally one of her favorite colors but she hardly chose to wear clothing of said color since she thought it might look weird on her.

"Not bad, Pete you did pretty well, you didn't even make a mess", Gwen said as she was removing the cotton balls between her toes. Peter, who just got back from walking to a side of her room where she kept a small shelve full of a variety of nail polish and beauty products, "Thanks, I never thought I would ever do that for a girl, especially my girlfriend who doesn't seem like she is into that kind of stuff, but hey it was a fun activity", was her bug boy's response.

"The nail polish collection was a gift from my aunt, I thought it might be a good activity to pass the time since it went by so fast and now my family is here".

Due to mentioning her family Peter decided that it was best if he left for her to handle family affairs and he'll text back later, but his girlfriend decided against that, she insisted for him to stay and give her family company, her brothers really liked him and her Mother didn't seem to have a problem with him since she thought it was nice for Gwen to be with a person who cares for her. Peter decided it was fine then and after Gwen put on some sandals and changed into a simple black t shirt and sweat shorts, they headed out of her room towards the other people in the apartment. Upon seeing Peter in the living room the kids stopped playing their game and went to greet the guy their sister was apparently dating.

"Hey Peter", they all said in excitement. The superhero in secret greeted them with high fives and chuckles, "Hey guys good to see you all again it's been a while".

"Darn right it has, you're a cool dude Peter come play with us, it's up to four players", the oldest of the brothers said while he was already grabbing Peter by the arm and leading him to their large sofa. Peter didn't want to be rude to them or reject their cheery offer so he went along with what they were playing which was Call of duty: Black ops.

Gwen on the other hand entered the Kitchen with a smile on her face and kept true to her word as she began helping her Mom with dinner, it was Spaghetti night for the Stacy Family. They were all looking forward to it.

"So, are you two officially a thing now?" Helen asked her daughter as she was separating the noodle strands. Gwen replied with a simple, "Yup". Helen was happy for Gwen, ever since her husband died their whole family mourned the loss and accepted the fact that life must go on but her daughter still seemed saddened weeks after George's death, her only guess was that an obstacle was standing between the two teen's relationship but worked things out and got back together which was fine by her since both High schoolers looked more relieved than ever.

"Nice pedicure, you were never into those womanly things though", the older women said changing the subject.

"We thought it would be a fun activity to pass the time, especially since it was a good time to catch up on what we've missed from not seeing each other in a while", the heir of the Stacy family replied as she stirred the meat balls in the sauce in a professional manner.

"Does he know about you father", Her Mother countered with a whisper. "Yes, he knows which was mostly why he was away, he didn't want to be a burden towards us and our loss", was all Gwen replied.

"Nonsense, he seems like a pretty nice guy, your brothers seem to like him and he looks like someone who has respect for others and has an entitlement to his own opinion, plus I can tell you like him a lot sweetie, Helen said.

"Your right Mom, I really do and he has promised to never leave in that kind of way again and be here for me and our family", the blonde girl responded. Her mother knew she was telling the truth and asked her if Peter would be staying for dinner and her daughter responded with the complete opposite of no. Helen couldn't be anymore happy, it was Spaghetti night, she wasn't tired, and her baby girl is dating someone who she thinks is appropriate for her. This weekend was going great.

Space, Solar System of the Sun

The Omnitrix was approaching its destination, the third planet from the young yellow star, Earth. Before entering the Solar System, the spear like pod containing the watch like device broke apart and was now continuing its path in a greyish green looking orb. As the alien device was getting closer to the Planet of Homo Sapiens, the artificial intelligence that remained dormant within the gadget awoke for a brief moment and with its superior technology began to scan many life forms on the giant land masses surrounded by water. This proved to be pointless since a good population of the Earth already seemed to possess supernatural abilities along with several super powered beings with an essence that can only be described as power hungry and arrogant. After a couple of more seconds the scanners landed on a particular human female, one which suited the perfect bonding, this Human was unique and deserved this power and can only hope she will make the right decisions. Before the Omnitrix's A.I. became dormant again it set its coordinates to an upper landmass on the western side of the Earth and continued its journey hoping to make it by nightfall.

"This is really delicious Mrs. Stacy thank you very much", Peter said as he placed another meatball into his mouth. The Stacy family was having dinner along with their guest and everybody was enjoying themselves company not seeming to care about a single problem in the world. The kids at the table brought up the memory of Peter coming to their home and trying Brazzino for the first time, they all laughed at that, including the teen dating Gwen. Helen commented on Peter that he had definitely opened himself up more to the family and that he hasn't shown signs of nervousness or stuttering like the first time he visited them. The two teenagers at the table smiled and nodded. Dinner didn't go by fast and everyone still stayed to talk at the table but after nearly being together for two hours the kids excused themselves from the gathering and left to their rooms to spend some time alone. Helen was left to clean up the table while Peter and Gwen went to the kitchen do the dishes, as soon as that was done Peter looked at the time and gasped that it read 6:30 pm, now normally that wouldn't be considered late but he still had a widowed Aunt May to take care of at home. Not to mention that they were entering the seasons where the days are shorter and the nights are longer.

"Gwen, I hate to say this but I got to go, Aunt may must be wondering where I'm at right now", the soft talking teen said at he just finished putting away the last of the dishes.

His girlfriend gave an understanding look since it was already getting dark and he had his own family to take care of. Once Peter mentioned he was leaving to Gwen's Mom she came over and gave him a comforting hug. "It was great to have you over Peter, come by anytime, your always welcome", she whispered into his ear. The teen nodded and joined Gwen in heading for the door. He picked up his belongings and Gwen pulled him into a brief passionate kiss, as soon as the two parted he was out the door way walking backwards down the hall.

"I'll text you take care, I love you", he said with a proud open voice.

She blew him a kiss and replied, "I love you back", before closing the door with a grin.

"I'm off to my room Mom, get some rest goodnight", the blonde said to her ageing Mother.

"Gwendolyn Stacy I am not that old to be said goodnight at this hour", Helen scoffed at her but if only she knew that in one hour and a half or more, she would go to bed to sleep just as her daughter predicted.

Later that night, around 10:00 pm Gwen was in her Room typing up a random blog in her laptop on her bed. The cute blonde had changed into a white t shirt with no braw underneath along with a pair of green pajama pants which were given to her by her grandmother, they matched her pedicure nicely. Looking at her toenails reminded her of her bug boy, she had finally got him back and there wasn't a single force on Earth that was going to keep her away from him. She found a picture of Peter on the school website and placed it as her back ground screen, she couldn't help it. It was getting a little humid in her room at this point. She decided to open her fire escape window and let in some of the cooler air, not knowing this was the first step of a new life she wasn't going to be able to reverse. As soon as she stuck her head out to let the fresh air hit her face she noticed something high in the sky right on top of the building she was in, it was a small dot glowing green, the blonde couldn't stop staring at it and noticed the light was getting brighter if not bigger. She grabbed a pair of binoculars from the back of her closet and as soon as the anomaly appeared to be right above the city, the light died down just a tiny bit. Gwen saw through the enhanced binoculars and gasped at what laid before her sight, it appeared to be a small grey orb with a glowing green aurora, the object was coming down towards the roof top at a really slow pace. The blonde was breathing heavily and her arms were shaking with slight fear. She couldn't believe that a U.F.O. or at least that's what it seemed to be was landing silently on the rooftop of her Apartment. Now normally Gwen would be used to seeing supernatural things counting having a boyfriend with spider powers and a scientist who turned into a giant mutant lizard but this just took it to a whole new level.

Curiosity getting the best of her she stepped back into her room and quietly left her apartment not bothering to put on her slippers. Grabbing the key to the apartment and rooftop, she stealthy made it out into the hallway where the lights were dimmed, quickly taking the stairs to the rooftop the sight shocked her up to the point where she cursed and nearly pissed herself. Surrounding the rooftop was the same aurora she saw in the sky only now she was certain it was alien since the presence there was somewhat uncomfortable. Her arm closed the door behind her and she noticed the light was coming from the upper parts of the building, Gwen despite having the goosebumps climbed up the latter which led to the ventilation systems and there was the orb, slowly opening itself.

The Omnitrix felt its sphere capsule open it could sense the presence of the Human it had been seeking. It could feel the emotion radiating off this young life form and it was one of miss comfort. To clear this up it produced a humming noise which only seemed to startle its future host even more. The watch revealed itself to its new owner, fully freed of its capsule and demonstrating it meant no harm towards its bonding partner but said partner gave the same respond as before.

Gwen couldn't even remember why she came here in the first place, one minute she was simple opening her window for some fresh air and then the next minute she was on her rooftop looking down at what appeared to be alien watch of some sort. Once she realized she hasn't been killed yet she took a step forward with her bare foot and then the other followed as well. This thing was a strange device that wouldn't stop humming it was a soft humming to her ears almost feminine in the matter. The watch opened in way as if it wanted to give her a hand shake and the girl was taken by surprise when the device knew what the human gesture stood for. This soothed Gwen's frightfulness a bit but she wasn't sure what to do next, should she dare touch it? What if it truly meant no harm? Her love for Peter was brought into her mind and heart she swore to herself never to leave his side no matter, life risking dangers be dammed she would face them if it went she would get to be with him. Without further ado, she extended her left wrist towards the device and faster than she can blink it jumped from where it was lying and strapped itself upon her body mending with her DNA and confirming her as its user and host.

"AAAHHHHH, GET OFF ME, GET OFF ME YOU PIECE OF SHIT HOW COULD I HAVE BEEN SO STUPID TO TRUST AN ALIEN ARTIFACT", the young teen screamed loudly not caring if anyone heard her at this point.

She caught site of some pliers lying near the vents and didn't hesitate to pick them up, she inspected them closely and saw that these were the kind of pliers used to bend nails. Without thinking twice Gwen dug the tool into the thing on her wrist and began squeezing the living hell out of it. The result was the pliers ended up braking rendering them useless but that didn't stop Gwen from banging on the Omnitrix more and more with her palm up to the point where tears started to appear at the corner of her eyes. The tears fell as she gave up and spoke to it in a supposedly soft voice. "Please come off I don't want you to kill me I have a family and a lover to still embrace", the hyped up girl begged with now all the shock and anger leaving her body. The watch's reply was a soothing hum and a glow that ran from the hourglass icon to the veins running up Gwen's arm. Despite how weird it looked, it wasn't painful. It almost feels now like as if nothing is on her wrist, like a part of her body. The omnitrix decided to show its user her gifted universal abilities, there was a high pitch chirm followed by a techno CLICK, CLICK, CLICK. The circular part of the watch popped up with the hour glass icon extending out and in front of the green background there was a silhouette of an odd four legged creature almost a dog in resemblance. Gwen decided she would touch the circular pop up, she place her index finger and thumb around the edges and with no excess pressure she switched the silhouette to one that looked like a four armed giant, then one that looked like a frog, a velociraptor, a blob, a creature with spikes, a amphibian, a bug, a rock rolling creature, a female figure with a aurora around her body, and then back to the dog. This left Gwen pretty impressed, she inspected the device more closely and it had a pretty bulky yet small appearance the design was mostly black and white with streaks of green resembling a pattern on it. It didn't take her long before she realized that the circular pop up could be pushed down when added pressure. The young teen scrolled through the silhouettes and landed on the last one since it was the only one that looked like it would have a female body. Taking another big risk she pressed down fully on the icon and all of a sudden she felt hot molten rocks began to grow onto every part of her body along with fire ridges running through them. The next phase of transformation was her size. She was growing to a massive 6ft 9 inches. The finishing touch was her body erupting in flames and the top of her now lava rock head spurted out torrents of golden yellow flames and slowly moving behind her resembling a women's loose hair who hasn't been cut in years. What stood in Gwen Stacy's place was amazon women made of molten rock and fire with a swelling chest with the watch's symbol and feminine hips. To the Omnitrix this was a DNA sample of a Pyronite from Pyros. Gwen looked down at her body taking in the changes the watch had done, she didn't panic that she was on fire because she didn't feel like it was burning her in fact it almost felt as if she was in her normal body even though she wasn't. Instead, Gwen Stacy in a sizzling hissy voice let out five little words she said the day her boyfriend jumped of the edge of this building

"Oh god I'm in trouble".

A/N: what do guys think? Goes easy on it it's my first story and please understand that this is loosely based of Ben 10 the original series. The only thing ben ten about this is the Omnitrix, nothing more than that sorry.