Brief Author's Note: Okay, confession. I haven't seen that many episodes of Ben 10, but I found the series intriguing and did what research I could on it. This story is set about a year after Alien Force begins. Ben is about 16. The only warning I can give here is that the past described in the story may be slightly AU. If it is, I apologize. Since this is my first Ben 10 fanfic, I am, of course, open to constructive criticism and encourage it. Enjoy, and please R&R.

Disclaimer: Ben 10 is owned by Man of Action. I do not own any copyrighted material presented in this fanfic, be it characters, tech, etc.

Chapter 1: Just Another Summer

Ben Tennyson tossed and turned in his bed, his mind aglow with dreams of another world. His mind was jostled back to reality when he heard a familiar voice. He was groggy as he began to wake up, only to realize he had company in the room.

"Rise and shine dweeb." his cousin Gwen said in a very playful tone.

"Dweeb? Wow, its been a long time since you've called me that." Ben replied sleepily while rubbing sleepies from his tired eyes.

Gwen gave a slight smile. "Well, I wasn't sure what to do. Your mom and I were having a tough time waking you up. I thought something old and familiar would help. Are you okay?"

Ben ruffled through his morning hair before giving a response. "Yeah, or at least, I think so. I just didn't really sleep well last night."

The red head gave a small look of concern before she moved on to her next thought. "Well okay. Get dressed and come downstairs afterwards. There's someone waiting to see you."

"Someone waiting to see me?" Ben thought. Oh well, he could only hope it was good news. Ben took a shower and donned his trademark striped green jacket, black shirt, and blue jeans. He quickly headed down the stairs, taking a jump off the last few steps. He landed with a thud, only then to be met with his mother's voice.

"Ben, what have I told you about jumping off the stairs?" his mother said with the tone that usually came with a reprimanding lecture.

Ben was quick to reply "Sorry mom, but I –" He stopped mid-sentence as he walked into the kitchen. To his great surprise, he saw Grandpa Max talking with Ben's parents and Gwen. Ben rushed in to give his grandfather a welcoming hug.

"Hey Ben! How are you doing? School's over, I take it." Grandpa said with a kind smile on his face.

Gwen then spoke up "Grandpa was thinking about taking another cross country camping trip. I'm all for it, but we wanted your input too."

Ben took the idea into consideration, remembering full well what happened on their last "cross country trip." After thinking it over, he decided it was a good idea. "Sure, I'm up for it."

Max looked particularly happy at Ben's response "That's great, we'll head out in a couple days, and I promise this trip will be better than the last one Ben. You have my word."

Two days later, Ben, Gwen, and Grandpa Max set out on their trip on the Rustbucket. Max was at the wheel, Gwen sat on one side of the table, reading a book, while Ben sat on the other side listening to some music on his MP3 player and staring out the window.

He thought back to the all the events he had faced in the past year. Thwarting the DNAliens and the Highbreed were all a thing of the past to him. He hadn't had to worry about them for about 3 months; school life had filled that position. He hadn't really had contact with Kevin or other members of the alien force in awhile, but he also felt fine with having a break from the hero life. Ben started at the recalibrated omnitrix and began to wonder if he actually would ever have to use it again.

After driving for a few hours, Grandpa Max pulled into a campsite. The trio got out of the RV and stretched their limbs, grateful for the respite. Ben and Gwen helped their grandfather unload some chairs from the Rustbucket.

"You guys just take it easy, I'm gonna cook us up a nutritious meal." Max said as he went off to find some "ingredients". Ben and Gwen exchanged cringing looks of disgust. If there was one thing they hadn't missed, it was their grandfather's cooking.

"Well, while he's doing that, I'm gonna head out for a walk." Ben said.

"Alright, just be sure you're back for dinner. And don't get lost. I'll have my cell phone just in case, but I would prefer to not have to come finding you, okay?" she said with concern.

"Ah, don't worry, I'll be just fine. After all, if I get lost, I can just fly back to campsite." Ben quipped.

"Right, brilliant idea. Just be careful."

Ben walked through the nearby forest, gazing upon the tall and grand trees that decorated the landscape. He had noticed a mountain towards the back of the forest on the way to the camping site and felt a strange urge to head towards it. He thought about climbing it, a task that could be made significantly easier, not to mention more fun, in one of his alien forms.

However, something was bothering him. It wasn't a strange noise. In fact, it was just the opposite. There was nothing to be heard around; no animals, no noise escaped the dense rows upon rows of trees. Ben found himself facing utter silence. Ben continued to walk through the dense forest, but he was more aware of his surroundings. His senses were alert and ready to deal with any surprises.

He walked a little further when he finally heard something. It was a faint snap, no more significant than a twig snapping, but it was enough to make him completely turn around. Then there was a thunderous crash a tree fell to the ground. The event made Ben jump back a few feet, and stare at the being who caused it.

It was definitely an alien, but one which he did not recognize. It had a large figure, and was dark blue in color. It had three talons on each hand, and a strange, almost fluid head on its shoulders. What was even more startling was that creature could actually speak! As the creature spoke, Ben was able to discern that the creature had 4 dark purple slender eyes and a mouth with a couple rows of fangs.

"You must be Ben Tennyson." the alien gargled.

"You must not be happy to see me." Ben joked back.

The alien lashed out with one of his claws, the arm stretching far from the alien's body. Ben launched his body backwards, barely missing the swipe. However, he was unable to avoid the tree that he had just launched himself into. After hitting the tree with a sickening thud, he oriented himself again, rubbing his head in pain. The alien lunged again, and this time, Ben ran for it. He needed to find a clearing, or someplace where he could dodge this alien's attacks without running into something else.

As he ran down a forest path, he pulled out his cell phone and dialed Gwen. "Pick up." Ben thought. 'Please pick up." After about 4 or 5 rings, Gwen answered the phone.

"Ben? Please don't tell me you called just to tell me your lost." Gwen sarcastically droned.

"Gwen, this is kinda serious. I came in contact with an alien, and he's not exactly pleased to see me. I can probably take him down alone eventually, but some backup couldn't hurt."

"Alright, did you leave anything of yours at the camp before you left?"

"Errr" Ben quickly tried to think of whether he did leave something behind or not. His mind raced and raced, until he suddenly realized: "The MP3 player!" "I left my MP3 at the RV." he said with a bit of a pant in his voice.

"Okay, I'll use it to track you down, don't die before I get there!" Gwen said before hanging up.

"Always the optimist." Ben thought and he dodged a low-lying tree branch. Ben quickly looked behind him to see how close his foe was. Out of the corner of his eye, he saw the mysterious alien right behind him. What was strange was that alien was moving form tree to tree, his body moving in graceful, fluid movements. It wasn't something he had seen often, even with his alien experiences.

After a few more yards of running, Ben came upon a clearing that was located at the very base of the mountain that Ben been walking towards. He had already taken it upon himself to start flipping through aliens on the omnitrix, trying to find one that was appropriate for the situation. He came upon the image of a huge, light brown colored dinosaur.

"Humungosaur ought to work just fine." He said as he slammed his hand down on the alien device.

Ben felt his DNA swirl and change around him. Before he knew it, he had suddenly become a blue primate with four arms, and four eyes to match. The omnitrix had turned him into Spidermonkey, instead of the large behemoth. Ben looked down at his current state.

"Well, the omnitrix appears to be like its normal, glitchy self." Ben said in frustration. That was another thing he hadn't really missed from before.

Ben turned his face upwards again to nimbly dodge another blow from this opponent. Ben somersaulted away towards the mountain and began climbing it with a rampant pace to escape. This form did have its advantages after all. Suddenly, Ben felt one of the alien's claws land right next to him, punching a hole in the mountain's stone façade. Ben turned around, only to face the other claw coming directly for him. This time, Ben could not dodge in time. A gasp of pain escaped his breath as the talons impacted on his chest. Luckily, the claw only managed to make a minor cut, nothing serious.

The alien removed his claw to strike again, but this time Ben was ready. He dodged the claw's impact one more time, and, as it hit the mountainside, he shot a web from his arms that managed to encase the claw where it struck. Fortunately, Spidermonkey's webs tended to solidify quite quickly and were very hard to break. The alien attempted another swipe with its free claw, only to have it meet the same fate.

Ben turned to towards his foe to try and see what his next move would be, but the alien was already one step ahead of him. The creature was contracting his fluid-like arms and was racing towards Ben. Ben leapt into the air just as the brunt of the alien's body impacted on the mountain. Turning in mid air, Ben shot two more webs where the creature's legs had come to rest, trapping them as well.

Ben then landed safely on the ground and stared at his triumph in battle. He clapped his four hands together, brushing the dust of them as he said "Not too bad for taking a few months off."

Barely had those words escaped his mouth when something unexpected happened. The alien actually shed its body. It plunged head first from what now appeared to be a shell it had been occupying. The creature's body now took a more liquid form, it was now a dark blue fluid that had lunged itself towards Ben.

Ben could feel that the omnitrix was about to time out. "Not good. If that thing hits me right now, any damage I take will transfer to my human body!" Just before the alien had reached the transforming teen, a pink colored energy shield appeared before him, protecting him from the creature's wrath. Ben, now back in human form, turned to see his cousin behind him.

Gwen said with a smile "I love it whenever I can show up just in time to save your butt."

"Right. Remind me to thank you later, first we have to take care of this thing."

The creature had recoiled and was preparing for another attack. Gwen, with her free hand, charged up a magical energy attack and thrusted it at the alien. The blast sent an electrical surge through the alien's viscous being, and with a final haunting screech, it fell to the ground lifeless.

"What was that thing?" Gwen asked

"If only I knew. It appeared out of nowhere and began lashing at me. What surprised me is that it knew who I was."

"Hmmm, well this isn't a good sign. Let's just hope there aren't more out there in the woods looking for you." Gwen continued with genuine concern.

It wasn't before long before they heard their grandfather's voice behind them. He found his way to the clearing and saw the dead alien on the grassy clearing. "Hey, what happened here? What have you guys been up to?"

Ben and Gwen looked at each other and said in unison "Business as usual."

Higher up on the mountain, while the two cousins explained to their grandfather what had occurred, two figures silently observed them. Little did the Tennyson's know that all their movements up to this point had been monitored by these strange beings.

They were both human. One was a woman with light blonde hair and icy cold blue eyes. The other, a man, shared the same eyes as his companion, but bore hair of darker brown, so dark that it was almost indiscernible from black. The two had just finished their observation of what had transpired and were discussing it amongst themselves.

"Well now," the woman said in a light and almost sultry voice "that was certainly something else. I can see why the Master has his eyes on the boy. His toy is quite amusing."

"And the girl's powers are intriguing as well." The man replied in a low, ominous tone. "Its understandable why the Master has taken interest in these two."

It was then that the woman felt a vibration in her pocket. Her phone was ringing.

"Hmmm. More orders?" She said as she flipped open the phone to answer. "Yes?" there was a small silence while she listened to the information being told to her over the phone. "Understood, we'll move on to the next step soon." Another small silence. "Roger, we'll be in touch." she said as closed the phone.

"Well, the other one also appears to be on the move, and, with any luck, he'll be making contact with the Tennysons in the next couple of days." The blond explained.

"Excellent." Her companion replied, "It looks like everything is on schedule. Either way, this is bound to be interesting…"

After listening to Ben and Gwen's accounts, Max took a moment to process all the information. After giving the issue some thought, he turned to Ben.

"Well Ben, you've been a leader before, I leave this situation up to you. What do you think we should do?" he asked.

Ben thought for a moment before replying "Well, the Rustbucket has a scanner to detect nearby alien life forms, right Grandpa?"

Max nodded in agreement "Yeah, I just installed it last year. Saved my life when the DNAliens came looking for me."

Ben continued "Well, we might as well activate it when we head back, and tomorrow we'll move on out."

"Plus a little investigating couldn't hurt either." Gwen added.

"Sounds good to me." Max stated.

"Right, the sooner we can get through this, the sooner we can get back to vacation." Ben said

And with that, they all headed back to the RV for the night. Deep down though, Ben knew that this summer wasn't going to be normal at all from here on out. But then again, what exactly was "normal" to Ben anyway?