I probably should be updating my other stories... Oh well!

This idea came to me after reading a few fanfics where Ben gets the Nemetrix and I thought they were pretty cool. I might have to make a duel wielding fanfic, but that's for another time!

There's no shipping, at least not yet. I don't think it'd make much sense with the plot, maybe in later chapters but not right now.

Let's get this going!

Summary: The ship transporting the omnitrix also held its much more savage twin. Both devices were shot to earth in an attempt to keep them safe. Ben and Gwen decided to take a walk to get away from each other for a minute and both stumble upon two strange watches. Will the Nemetrix consume Ben or will he master it? Can Ben use the watch to be a hero or will be become a savage monster? Will Gwen be forced to take down her cousin? Can Gwen step up to the role of hero or will she not be able to take the pressure? With the watches, can the two save the universe or will they be the reason it falls into Vilgax's claws?

Just within Saturn's rings, a very one sided battle was raged. A smaller ship was being shot at by a much larger one. The smaller one fired back, but was no match for the firepower of the other.

"I don't stand a chance!" The Uxorite panicked as her thrusters were blown apart with the majority of her ship. In her last attempt to put up a fight, she fired at the bridge of the other ship. She didn't stick around to watch her attack hit, she was already making her way to the two objects she carried with her.

The door opened and she was relieved to see the two watches still aboard the ship and intact, not that they could be destroyed easily anyway.

That relief was short lived as the intruder alarms sounded. Running up to the object with a green glow, she locked it within a sphere designed to only open when someone with a certain DNA touched it. The DNA she coded in was the DNA of the only person who she left she could trust and that would receive the device in time.

With one last look at it, she shot it towards the locked DNA and made her way to the other device quickly.

The sinister aura given off by it made her hesitate for a moment. It always gave off a bad vibe and any being would be hesitant to approach the device.

For the red glowing device, she used a much stronger lock. Though it unlocked in a very similar way, but it required some type of DNA sample. A simple touch wasn't enough.

"I hope I am making the right choice." Xylene prayed as she too shot that device to earth.

Making her way to the escape pod, she would also end up on earth, but she didn't know where or when she would awake.

"Please protect the Omnitrix and Nemetrix from Vilgax." With that she was ejected from the ship as well.

"I can't believe this!" Gwen yelled to the air. She had her schedule all planned out, but no! Her parents thought she should spend her summer with her doofus of a cousin.

Glancing up at the stars above, she noticed a shooting star. "At least something nice happened today." She stated as sher admired the beauty of the star.

Though her opinion was quickly changed as the said star seemed to target her.

"AHHHH!" She screamed jumping out of the stars path as it collided with where she had been standing moment ago. The blast also pushed her further away.

"This isn't fair!" Ben yelled kicking a stone out of anger. "Why does the dweeb have to be here!?"

Ben didn't really have a master plan like Gwen, but he didn't want his cousin in it, that's for sure. It was just supposed to be him and his grandpa, not the queen of cooties as well.

Sighing he stared up at the sky as if it would have an answer for him, unfortunately it did.

"GAH!" Ben yelled as a meteor came hurling towards him. Leaping out of the way the blast also knocked him into a tree and he didn't hit the ground nicely.

"What the heck!?" Gwen was shocked and freaked out.

Pushing herself to her feet, she made her way over to where the star landed.

"What's that thing?" She questioned as the star wasn't a star at all. It was a strange armodilo looking ball.

Leaning forward to get a better view, she put too much pressure on the unstable ground and it collapsed. This sent her off balance and she grabbed onto the ball to brace her fall.

A beeping sound was heard and she quickly leapt back thinking it was going to explode.

It didn't explode, but it did let out a lot of steam mostly likely built up from the heat of entering the atmosphere.

Within the ball was a watch. It had a bright green glow to it.

Figuring it was harmless, she reached out to grab it to look at it closer. The watch seemed to have different ideas. It latched onto her arm and wouldn't come off.

"AH! Get off me!" Gwen yelled trying to force the device off her wrist. The device didn't budge an inch. "Grandpa!" She yelled crawling out of the ditch and running for the campsite.

"What in the world was that?" Ben asked pushing himself off the ground.

The collision with the tree and the ground left a scratch on his arm and left him sore.

Wiping some of the blood off with his hand he looked to see how bad the damage was. It wasn't as bad as he thought.

Walking over to the meteor, he was confused to see a black ball sitting there.

"Alien dodge ball?"Ben joked as he slid down the side to get a closer look.

Reaching out he poked the object and quickly leapt back. Nothing happened. Next he placed his hand on it to maybe find a way to open it.

"DNA accepted." The ball's computer sounding voice said.

Ben swore he heard a lot of locks snapping open as clicking noises were heard.

"Cool!" Ben stated as he saw the watch hidden within.

It was black with red spikes and a strange symbol. The symbol kinda looked like teeth.

The watch gave the boy strange vibes and made his stomach unsettled, but he ignored it. Dismissing it as paranoia.

Extending his left hand, he reached for the object.

"What's wrong Gwen?" Grandpa Max asked worried as Gwen came bursting through the tree yelling his name.

"There was a shooting star and it came right at me and then this thing latched onto my wrist!" Gwen explained while trying to catch her breath.

"Calm down, it's alright." Max assured her placing a comforting hand on her shoulder. The thing that bothered him was that she claimed there was one star. He recalled seeing two. "Where's Ben?"

"We headed off in opposite directions, he's probably off that way." Gwen replied pointing towards the opposite way from which she came.

"We have to find him." Max stated heading towards the direction in which she pointed. He had a bad feeling about this.

"Ben!" Gwen yelled noticing Ben was about to do the same thing as her. "Don't go near it!"

Too late. The watch had attached to his arm, but something was different. It looked to be causing him pain. The boy was on his knees gripping his arm. His jaw was clenched shut to avoid screaming in pain, but his face gave it all away.

"P-please he-help!" Ben yelled as the watch started to glow red and all of them had to cover their eyes.

"Ben!?" Gwen questioned as the flash died down, but what stood there was far from Ben.

In the boys place was a large sabertooth looking cat. The beast had massive razor sharp claws and its tail was also adorned with a blade. It had a black mane similar to a dire wolf's and its underbelly was burgundy. There was a small horn on its dog like nose. Locked around the beast's neck was a red collar with spikes. At the center was the same symbol on the watch.

It's red eyes locked onto the noise and a predatory growl escaped it's mouth.

"Ben?" Gwen's voice was more scared as she asked. There was no recognition from the big cat, only a hungry predatory look.

The creature may have been her cousin at one point, but it was far from that now. It was just a predator searching for its prey. They just happened to be the closest thing to prey at the given moment.

That's it for now. Hope you guys liked it and I'll clear up a few things before I leave.

Let's start with Gwen:

First, Gwen's omnitrix. I am aware that its colors are different in Omniverse, but I am not using those colors. That Gwen is from one of the alternate universes and as seen with the other Ben's, the omnitrix's colors can change based on the universe and wielder. I'm just sticking with the original colors.

I know that when Ben got the omnitrix he used it almost immediately. Gwen is not Ben and I would assume she would be smarter in the situation.

Gwen does have the original ten aliens. As the story progresses, she'll gain more just like Ben, but she won't gain the same ones he did. Instead, hers will be the Nemetrix's prey. That does not mean that she won't gain aliens like Benwolf/Blitzwolfer, she just won't get them in the same order as Ben did in the show.

Now onto Ben:

Ben has all of the aliens seen in Omniverse that the current moment. He will gain more, but all will still have a specific prey.

The first few aliens Ben gains will be the predators for the current aliens Gwen has.

That's all for now, thanks to the few people that actually take the time to read this! (Yeah, I'm not expecting a lot of views from this story either... This is more for my own amusement.)