Setting: Ben 10, Original Series, Season 2 - based on episode "Tough Luck"

*cough cough* anyway, I hope you enjoy it~

It happened entirely by chance.

The first time he saw her, he was transfixed.

Having stowed away in a GMC Classic Motorhome, he had merely been taking advantage of the vehicle to be transported elsewhere. There were three residents; an old man in a Hawaiian shirt, a ten-year-old boy with brown hair, and a girl of the same age with red hair and blue-themed clothes.

There was something about the girl.

As it just so happened, she was a candidate. But not just any ordinary candidate. The potential she had was unlike any other he had encountered before – how could it be that such an ordinary-looking person had so much potential? But he didn't dwell upon it.

Hidden beneath the table, he decided it would be wise not to reveal his presence at the moment. There was something strange about the RV, and as he inspected the floor, it seemed to have technology far superior to humans. If he had to make an assumption, it was up to Level 5 technology. For comparison, Earth was still at Level 2, although it was on the brink of Level 3.

Humans were naturally horrible when it came to advancements in technology, and if it wasn't for his aid, they'd still be living in caves.

Under the table, he listened to the conversations going on above him and memorized several terms. The vehicle was called the Rust Bucket, the girl's name was Gwen Tennyson, something about an 'Omnitrix', nothing useful to give him any clues. They could potentially be driving for many hours more. He couldn't waste any time, not with a girl like this.

Sneaking out, he silently moved over to the other side of the vehicle and looked out a window – they were driving in a highway cliff, which simplified things. Right there, a bus.

Telekinetically taking a hold of it, he forcefully smashed into the railing with just enough force to give the residents of this RV time, and even luckier, the innocent humans were too old to escape.

"Grandpa, look!" The boy yelled, pointing out at it.

As predicted, the RV stopped and the residents rushed out to rescue them, although they wouldn't make it in time as the bus quickly began to tilt over. Kyubey planned on using this opportunity right here and now and force this 'Gwen' into making a contract. Jumping back out, to his confusion, the girl appeared unconcerned as she continued to check her laptop. How odd.

"Good evening, Gwen Tennyson," he greeted telepathically.

"Huh? Grandpa?"

The girl looked to the left in surprise only to see no one, and she glanced out of the window to see that her grandfather was off with Ben. It couldn't have been him. Then she looked down by the side and saw a strange creature. It was cute, white, with a feline body and ruby eyes. Surely harmless. That was his expectation.

But instead of reacting like any normal girl might've, she quickly reached for the nearest available weapon and went on-guard.

"Are you an alien?!"

". . . Yes."

Kyubey stared back in slight surprise, but didn't let it show.

"My name is Kyubey. I want you to make a contract with me and become a magical girl!"

At first, the girl looked confused by his statement. It wasn't everyday that cute creatures appeared out of the blue to offer magical powers, after all. Then she glanced back out the window, where the bus was continuing to tilt over the cliff. For Kyubey, it wasn't important; he only needed it as leverage. But it did confuse him as to why she wasn't panicking as much as a girl should in a desperate situation like this.

"And why would I do that?"

No sane girl would have ever asked such a question. Her behavior was skewering what little he could understand about humans. They were such complicated creatures.

"Those people are in danger! Only you can save them! Your grandpa and cousin alone won't be able to—"

"Oh, well, you're wrong about that." Smiling suddenly, she gestured back to the window. "You should probably take a look."

He jumped up onto the table and looked out in a wondering state.

If he had emotions, he would've begun panicking right there and then.

The boy, who Kyubey had assumed to be an ordinary human, had somehow transformed into a giant, red, four-armed adult Tetramand. In this new form, he yelled out 'Four-Arms!', pulled the bus back with strength no human could ever possess, tore off the back plating, and then pushed it back down onto the road. By the looks of it, he was already used to being the hero. Things were even more complex than the alien had been expecting. What was a Tetramand doing on this backwater planet, anyway?

If the Plumbers were here and found out about his activities . . . no, such an event was unlikely, the Incubators had managed to evade them for millenniums. This time would be no different.

Kyubey looked back at Gwen, who was now waiting for a reply.

"I stand corrected."

Not only was this girl already aware of aliens, but she even lived alongside one of them. He should've know, a person with so much potential had been too good to be true. With so many factors, for once in the many thousands of years he'd been doing his job, he considered giving up on this one as a lost cause.

"What's a magical girl anyway?" Gwen asked in curiosity.

Or perhaps not.

That questioned destroyed any feeling of doubt he may have held. about the girl. No matter how smart she was, in the end, she was still a little human girl. With newfound certainty of his success, Kyubey looked at the redhead straight in the eyes as he replied.

"A defender of justice, granted powers to battle against evil witches that threaten the lives of people here on Earth! "

Gwen's eyes opened up with intrigue.

"All you have to do is make a wish. Anything you want, I will grant it. And in return, you'll gain amazing powers and become a magical girl!"

"I. . ."

Though evidently captivated, there was something holding her back. Hesitation. Wariness. Distrust of the alien. And, reluctance to take up the mantle once more? Her thoughts were too scattered to make sense with his telepathy.

"Can you give me some time? I'll have to think about it."

It wasn't going to be easy to contract this girl, it seemed.

"Alright, Gwen. I'll wait for your response."

Then he jumped off and disappeared out of the RV, although he wasn't quite done yet. A strategy had to be formed if he wanted to convince her into making the contract, so for that purpose, he continued to monitor her telepathically.

Turning back to the laptop, Gwen quickly began typing in keywords related to 'magical girl', or anything to do with magic at that. Time passed while Ben was preoccupied with helping out the old people he had rescued. She thought to herself – Kyubey, is he some sort of magic alien? She tried to imagine herself as a magical girl, and the image of Lucky Girl came up.

How can I ever forget?

It only lasted a few hours, but the experience with the luck-giving Charm of Bezel had been unforgettable. Reminiscing, she took out her old mask.

"Lucky Girl," she said sadly. "I wish you were more than just another Halloween costume."

But what Kyubey was offering her, it was an amazing opportunity. Why shouldn't she take it? If she accepted, she could wear the mask once more.

I just . . . want to be a hero again.

This was quickly followed up by her tired cousin entering into the RV with a groan.

"Sometimes this hero stuff gets way old," Ben said lazily, slumping his shoulders as he walked past her.

"You should be proud of yourself, Ben. Those folks would've been in a real pickle without you," Grandpa pointed out, turning from the driver's seat.

"I know, but I'd just like one regular summer day where I could just hang out all day long and do nothing!"

Yeah right, dweeb.

"You know, like Gwen."

Wait, what?!

At the mention of her name, Gwen looked up from the mask and quickly got mad.

"You should appreciate what you have," she told him sternly. "I only got to be Lucky Girl for a few hours!"

"Really?" Ben mocked.

Looking back at her, a grin grew on his face as he realized just how much it must suck for her not being the hero. Oh great, now he was going to start teasing her for the rest of the night. Out of all the people in the world, why did this idiot have to find the Omnitrix? It made enjoying her long summer vacation impossible.

"Was that it? 'Cause with all the bragging you did, it felt like weeks!"

Gwen wasted no time in throwing a pillow to his face.

...

During the conversation afterwards, Kyubey learned as he monitored them that they were planning on heading towards some kind of a magic convention. It was located in the state of Nevada, or more specifically, Las Vegas. Magic of all things. How extremely convenient.

He had taken the time to research all about the girl, along with the rest of the Tennyson family. It seemed that they were going all over the world on some kind of ridiculously long 'summer vacation'.

This Benjamin turned out to just be a human in possession of the legendary Omnimatrix, designed by the First Thinker, using its powers to become a freelance hero and save whomever he came across.

The real threat was the grandfather, Max, who happened to be retired member of the Plumbers. If he allowed his own presence to be revealed to that man, the red alert would be sent to them and the Incubators would be driven off Earth. Such an occurrence was unacceptable.

As for the girl, Gwendolyn Tennyson, she was a capable gymnast but nothing more – that is, apart from the footage he found of her dressed in black as 'Lucky Girl', at the time wearing a Charm of Bezel around her neck with the appropriate word for 'luck' inscribed upon it. As there were no further reports of a heroine by that name, she must have lost it somehow. She had tasted the power of magic, but had it no longer. Perhaps he could use this to his advantage somehow.

From the discovery of a 'Lucky Girl', Kyubey had managed to work out an elaborate plan that would tempt her into making a contract with him. If he was correct, then Gwen missed her former alter-ego and wanted to return to it – so in the first step of that plan, he would grant her wish, and for free.

Having uncovered all of their secrets, he began to formulate a plan, one that would eventually culminate in Gwendolyn Tennyson forging the contract with him.

A plan that required the legendary Lost Keystone of Bezel.

Alright, er, just so we're clear, this isn't going to be a very long fanfic.

I actually wrote this as a one-shot (for a multitude of Kyubey crossover one-shots), but I think that that might be a bit of a turnoff so I decided to cut it up into chapters~ Just think of this chapter as the 'set-up'. The battles, development, and such will come into play fairly quickly.