So, this is basically me cherry-picking the best part of the Ben 10 mythos and throwing them in a blender with my "The Girl Who Could Knock Out the Hulk" MCU crossover 'verse.
Right away, you'll see a bunch of changes, starting with the fact that Ben isn't a 10 year old at the time of obtaining the Omnitrix. Rest assured, there's several pages of Google Docs worth of headcanons for this one. I hope you'll grow to appreciate these twists and turns.
Also - and I'm warning you ahead of time - this is part of a multicrossover. I won't tell y'all which fandoms will come into play to avoid spoilers, but...well, just so you know from the start.
Thank you for reading!
It's two days after the funeral, and Ben still can't bring himself to believe it.
A resounding crack draws his attention, and he turns to see Kevin's proud smirk, provoked by his thrown rock hitting and shattering one of the beer bottles they lined up on top of the rusted out hood of a 70s Chevy, fragments of glass skittering down to the gravel below.
"Nailed it." -he says proudly. His voice is still a little hoarse from the rage-fuelled screams that filled the abandoned junkyard shortly after the bad news were broken to them.
Gwen smiles at him sweetly, happy to see some glimmer of his personality shine through the gloom. She's not really participating, just sitting cross legged atop one of her glass-like magenta platforms behind the two of them, enjoying the sudden return of their competitive streak while she reads one of the old spell books Grandpa got her as soon as she turned 10 and began exhibiting powers.
"Alright, Levin, don't get cocky." -Ben says, his usual smirk more than a bit subdued. "Lucky shot, that's all."
"Show me how it's done, then, Tennyson." -the raven-haired teen challenges, crossing his arms.
Out of the three of them, Gwen has historically always had the best - or rather, the luckiest - aim. Ben is fairly consistent, but his throws almost never break the bottles. Kevin usually misses a bunch, but he always breaks what he hits.
Ben obliges, grabbing a stone the size of his thumb and flinging it. It's a strong throw, certainly stronger than usual, but then it's charged with a little extra. Some sadness, some hatred, some grief, all courtesy of Grandpa Max's death.
The rock hits the neck of the bottle, which breaks. The rest of it, however, stays neatly on top of the Chevy's hood.
"Nice job decapitating the bottle, Ben." -Kev says, sarcastic.
"I know a french king or two that'd be terrified of you." -Gwen adds, amused.
"At least I hit it." -Ben says, miffed. "Unlike two of your last three attempts."
Kevin scoffs. "Count the glass shards, Tennyson. How many are yours, again?"
"I'm still like 50 bottles over you, lifetime."
Gwen shakes her head. "Oh, quit it you two. You know grandpa wouldn't want you to fight."
The mention of Max Tennyson has a profound - if markedly different - effect on the other two teens; Kevin seems to shut down, his expression immediately turned downcast, while Ben grits his teeth and tries not to cry. Again.
"Sorry." -Gwen immediately says, wincing. "Damn it, I didn't think."
Ben doesn't begrudge her that. She loved Grandpa, sure, and he's the only reason she knows anything about her strange, unexplained powers, but their relationship was very different than Kevin and Ben's.
Kevin was orphaned as a toddler, and Max took it upon himself to become his legal guardian. And while Ben's parents are both still alive, neither of them seem to really care about him. Max decided to care enough for both.
Max practically raised them. Made them the people they are now. And now, he's dead.
"It's alright, Gwen." -Ben says, after a moment. "It's just...fresh, y'know?"
Kevin finally snaps out of it, and immediately walks away and through the piles of scrap. Gwen makes to follow him, but Ben stops her.
"You know he needs the space. Magic shields or not, Kevin specifically asked you to stay away when he gets like this." -Ben gently reminds her.
She sighs. "I know, I just...it breaks my heart, seeing him like this."
"Mine too." -he says, and he means it. "But Kevin's powers can be dangerous when his emotions get the better of him."
As if on cue, Kevin starts to roar on the other side of the scrapyard - which Grandpa Max bought exclusively for Kevin to practice his powers as he grew up. The sound of warping metal and breaking glass fills the twilight. The neighbors down the road are probably gonna put in another noise complaint. Ben can't exactly bring himself to care, though - Max never seemed to, not when he knew Kevin needed the outlet.
Gwen starts to tear up. Ben's throat suddenly has a knot in it, too.
"I keep hoping it's some kind of fake-out." -Gwen admits, after the noise begins to die down. "It seems like something he'd do, y'know? Not in a mean-spirited way, of course, but..."
"No, I get it." -Ben says. "Grandpa always had that...mystery about him, I guess."
Gwen hugs herself. "I checked for his life force. Just in case. He's just...gone, Ben."
"That's why we went to his funeral, cuz."
"No, I mean...according to the books Grandpa Max gave me, when someone...passes, a remnant of their essence remains on Earth. That's how a necromancer would bring someone back, taking that echo and reanimating it and the body around it with magic. I tried to find him, but Grandpa's essence is nowhere to be found."
Ben doesn't want to get his hopes up, so he promptly shoots the possibility down. "Maybe it's just...one of the spells that don't really work for you."
Gwen sighs. It's hit or miss with her, it's true; some of the spells she's tried, no matter how accurately performed to the instructions on her books, just don't work. Max always said he'd ask around, but he never got around to figuring out the reason behind her occasional dysfunction.
"Maybe." -she admits, though she seems unconvinced. "It's just...I've been trying every alternative explanation. It's driving me crazy, that I can't figure out why he'd go to New York, alone, just in time for aliens to invade."
Ben nods. It's been eating away at him, too - Max was a well travelled man, seemingly friends with people in all fifty states, and beyond America's borders, but he rarely travelled alone, never left behind the Rust Bucket when he did, and - this was the truly unheard of part - under no circumstances would he ever skip on their annual road trip to go on an impromptu, solo flight to New York.
And yet, he left in a hurry as soon as the news on the Chitauri broke out, on a plane of all things, and left a sleeping Kevin behind on the old, rickety RV a week or so before they were all set to leave for the summer.
He didn't even say good-bye.
Kevin returns then. Steel fades from his hands as he releases his hold on the absorbed material. His clothes are a bit torn up, most likely from shrapnel, but at least his mood seems to have improved somewhat.
"Kevin, I…" -Gwen begins, hesitant.
"It's alright." -he cuts her apology off. Ben knew it would be; Kevin could never hold a grudge against Gwen. "I should probably have a tighter handle on things. Normal people don't crush rusted out cars in a blind rage."
"Normal people can't turn their own flesh into whatever material they're touching." -she counters. "It's okay to grieve in whatever way best suits you - including using your powers as an outlet in a safe space."
He sighs. "I guess. It's just...my brain feels like it's going in circles, y'know? I can't help but go back to the night before, trying to figure out what I missed. Why the hell would he think flying into an invasion would be a good idea?"
"Grandpa was never one to look away when someone needed help." -Ben gently reminds him. Max is, after all, the reason Kevin has a second father to mourn in the first place.
"Plus, he used to work for the government." -Gwen says. "Maybe he just...knew something ahead of time."
"If he did, why didn't he tell me?" -he asks, half in anger, half in despair.
The Tennysons don't have a good answer for him. Kevin doesn't really expect them to.
Grandpa Max did have a house, but he only ever used it as an oversized storage unit after his kids moved out. He always preferred bunking in the Rust Bucket, always claimed he slept better in the tiny cot, with all the creaks and strange noises that the old RV perpetually makes.
Kevin sleeps in the Rust Bucket, too, though he's always been far less enthused with its quirks. Kevin's an avid lughead, and he's always wanted to fix it up to modern standards, but Max never allowed him to peek under the old girl's hood. Kevin never understood it, considering how encouraging Max always was in pretty much every other aspect of life, but he respected the old man's wishes.
He's gone now, though. After some deliberation, Kevin decides to pop the hood open. Ben is on his way to Grandpa's home, then, per Kevin's invitation.
"How are you holding up?" -Julie asks him. Kevin didn't explicitly invite Ben's girlfriend, but the two have basically been an item since she knocked the heck out of him with a soccer ball to the face in third grade of middle school.
"Better than monday." -he says, hands in his jeans' pockets. "Still, not great."
Julie hums. "I still can't believe your mom didn't go to the funeral." -she says. Anger is a rare look on her, but it's more than justified. "I mean, I know she was never really a fan of Max's, but…"
"You'd think a death in the family would take precedence over her re-election fundraiser?" -Ben finishes for her. "Yeah. Trust me, I'm still mad about it. One more for the pile, I guess."
"You know, my parents love you as the son they never had." -she says, smirking. "I'm sure dad could work some lawyer magic."
"And subject myself to the Yamamoto extra-curricular extravaganza?" -he teases. "No, thanks. I'm happy working the counter at Mr. Smoothy and playing videogames for a living."
She smacks his arm, playfully. "Hey, my parents are way better about that these days. I'm down to only swimming and tennis practice!"
Ben chuckles. It's a bit of a dark one, considering how utterly overworked Julie was for years, thanks to her formerly overbearing parents. "Yeah, I guess that's true."
"I can never thank Gwen enough. Well, Gwen's parents, at any rate."
"If only we'd known sooner that your parents would see the error of their ways after a single meeting with my aunt and uncle."
"So many wasted years." -Julie agrees. She turns a bit somber. "It's honestly hard to believe Max's children were, well, his. Your dad and aunt are just so...different to him."
Ben nods. "He never really touched the subject, but I could tell how disappointed he was in them. It's probably why he stole us away every chance he had."
Julie offers a small smile. "Well, I can't say I'm gonna miss not having you around most of the summer, but...you were always happier when you returned."
"Maybe we can all go next year." -Ben suggests. "Kevin will be eighteen by next summer, so he'll get his driver's license. We've been talking about keeping the road trip tradition alive in Grandpa's honor. Not sure how'll long that'll last, since Gwen definitely won't stay in California when she goes to college, but still."
The brunette purses her lips as they turn the corner to the cul-de-sac where Max's house is located. "I dunno, Ben. Your road trips are a family tradition. I wouldn't wanna intrude."
"Oh, come on, Julie. You're practically family. More, sometimes, than my own parents." -he says.
They never really talk about the future; their relationship's always been one lived day by day, but, in the wise words of Smash Mouth, the years start comin' and they don't stop comin'. They're almost sixteen, and the prospect of what comes shortly afterwards looms on the horizon. Kevin deals with it by not dealing with it. Gwen obsesses over it. Ben isn't quite sure where Julie and him will fall on that particular spectrum.
Julie links her and Ben's arms at the elbows, blushing. She doesn't say anything, but then she doesn't need to. They walk the well-worn path past Max's house, to the small clearing where the Rust Bucket resides.
"Oh, hey guys." -Gwen says, once they reach the RV. She's levitating a tool box beside Kevin, her eyes glowing a vivid magenta, but Julie and, of course, Ben are completely used to it. Even if the world wasn't in the midst of having superpowered people become the norm, rather than the exception, Julie's been there through the whole process of Kevin and Gwen discovering and developing their abilities.
Kevin pokes his head out beside the hood, his face smeared in motor oil and some kind of cyan goo Ben can't identify at a glance. "Ugh, just look at you two. You look like you're married. Like, with kids. Go make out in a couch or something, like proper, hormonal teenagers."
Julie rolls her eyes, amused. To this day, Kevin has failed to get a rise out of her. "Figure out your massive crush on you-know-who and we'll talk, Levin."
Gwen raises an expectant eyebrow, but Kevin just grumbles and hides under the hood again. No one can tell, but Gwen rolls her glowing eyes.
"So, what did you find? Beside the half-broken engine of a forty-year-old RV?" -Ben asks.
"See, that's the thing, Tennyson." -Kevin says, beckoning them to come forward. "That's not at all what I found."
Ben frowns as they approach. He's not exactly a car guy, but...whatever Kevin is tinkering with does not look like any engine he's ever seen.
"Holy shit." -Julie sums it up best. She curses more often than you'd think. "What the hell is that?"
Kevin shakes his head. "Well...if Max's 'read me in case I die' notes are to be believed? A Nova-made, cold fusion powered, Star Blaster-class starfighter drive, specifically adapted to fit the frame of a 1978 GMC Royale."
"So let me get this straight."
They're all sat around a futuristic looking chest the size of a Saint Bernard, surrounded by precariously stacked knick-knacks and oddities from every state in the Union, items that Max collected over the years and stuffed every corner of the house with. It's not quite a hoarder, in-need-of-an-intervention situation, but the living room is, admittedly, cramped.
"Grandpa Max was an astronaut in the sixties for a secret, joint space program…"
"Sponsored by some kind of S.H.I.E.L.D. offshoot, called the Sentient World Observation and Response Department. S.W.O.R.D. for short, because acronyms, I guess. Max said they used some kind of alien power source to beat both the russians and America to the Moon." -Kevin supplies.
"...got captured by aliens almost as soon as he breached Earth's orbit…"
"He calls them Kree. Some kind of imperialistic alien species that's interested on Earth, for some reason. They have a fleet blockading the planet, and they strictly control who leaves and enters our atmosphere." -Gwen added.
"...escaped, then spent the next ten years in space…"
"He made it to Xandar, capital of the Nova Empire. I get the feeling them and the Kree don't really get along. He found some kind of weapon he only calls 'The Watch', and helped the Nova Corps put down some kind of crazy alien warlord with it." -Kevin explained.
"...before returning to the planet to settle down with his alien wife." -Ben says, shaking his head.
"Hence, my powers." -Gwen pipes up. "Grandma was an Anodite, some kind of energy-based alien life form."
Ben pinches the bridge of his nose. He can only imagine that all of this - space adventures, alien grandmas, and all - would be more of a shock if he were part of a more typical family, but Grandpa Max's secret, space adventurer life somehow makes more sense than the idea of him being a regular old guy with a love for all things americana.
"Wait, so...your parents are half Anodite? How does that even work?" -Julie asks both Gwen and Ben. "If they're hybrids, how did they even have you?"
Kevin, who's perusing some kind of holographic pad, is the one to respond. "Apparently, Anodites aren't so much a species as they are a cosmic phenomenon." -he says. "Says here they're only born after an organic with 'the Spark' dies. Oh, and they're immortal once they assume their true form."
"How does that answer Julie's question?" -Ben asks, confused.
"No, I think I get it." -Julie says. "If they're pure energy, Anodites probably don't have DNA or anything like that. The only thing your grandma would've inherited her kids would be that 'spark' thing."
"But then, why don't they have powers, like I do?" -Gwen asks.
"Well, they are still alive." -Kevin says.
Gwen crosses her arms, unimpressed. "So am I, Kevin."
"...right. Maybe...it skips a generation?"
"That can't be it. I don't have awesome alien magic powers." -Ben notes.
Julie fondly shakes her head. "We're getting carried away, here. I think the bigger question here is how you guys know all of this."
Kevin holds up the holo-tablet, which seems to be projected from a physical disk or medallion with a green and black hourglass-like design. "With this. Found it in the Rust Bucket's glove compartment."
"What? But all he ever had in there were extra ponchos and emergency flares." -Ben says.
"Not anymore, I guess. It's a sort of...codex, I suppose. Galactic civilization as Grandpa knew it." -Gwen says. "He left it behind for Kevin to find just before he went to New York."
Ben frowns. "And the chest?"
"This thing works like a key." -Kevin explains. "We brought it in the house and the chest popped out of his bedroom closet on its own."
"We would've opened it, but we were waiting for you." -Gwen says.
"Well, let's open it, then." -Ben says.
Gwen purses her lips. "Are you sure? Seems kind of like a point-of-no-return situation."
"We already know we're technically part alien. How much worse could whatever's inside be?"
"Good point." -Kevin says, rising from the sofa. He collapses the hologram, then places the disk on top of the chest.
Green light bursts from the disk, and washes over the four teens. It seems like some kind of identification process, judging by the way the light forms a grid over their skin and clothes. After a moment, the hourglass on the medallion blinks twice, and the room falls to darkness.
A blink later, Ben finds himself sat in an empty void, except for the chest and the badge. Gwen, Julie, and Kevin have all vanished, along with the house around them - even the chair he'd been using is gone, even though he can still feel it supporting his body. Before he can gasp, or otherwise express his shock, more light emanates from the disk, shaping itself into a very familiar shape.
"Hey Ben." -Max Tennyson says, like he isn't six feet underground.
Ben hesitates. "Grandpa...what is this?"
He smirks - that classic, I've been around kind of smile, which he used to attribute to his love of extended road trips and long-distance friendships, and now knows to be complemented by a freakin' space odyssey. "It's a memory lock. You make an imprint of your mind to act as a guardian for whatever you want to keep secret. Borrowed the tech from some friends of mine."
He frowns. "So I'm not actually talking to you."
"Eh, it's all relative, son. I made this imprint just a few hours before I left for New York. I'm as close to the Max you know as I can be."
"Well, the Grandpa I know is gone." -he says, bitter. "And I'd really like to know why."
Max gives him an apologetic look. "Well, I'd certainly hope not. Unless something went terribly wrong on the way to New York, I should still be kicking."
To say he's shocked by this would be a lie. It's still a punch to the gut, but, much like Gwen pointed out before, this feels like such a Max move. It's like when he became Kevin's legal guardian - everything happened in a day, mountains of paperwork included. Grandpa just...knew a guy. It also makes a ton of sense now, why Gwen's spell couldn't find his essence. Max isn't dead, he's just off-world.
"I know, Ben. I'm sorry. I wish I could have spared you all the pain - those of you who care, anyway - but I might as well be dead to the people of Earth. Regardless of how my current mission goes, I'm not planning on coming back."
Ben shakes his head. "What do you mean? What mission?"
Max purses his lips. "Ben, I'm part of an interstellar peacekeeping force called the Nova Corps. I'm sure Kevin's told you the basics by now, but the gist of it is, I found an alien artifact after escaping the Kree - an ancient, powerful object that bonded with me and gave me...powers, abilities beyond those any regular human is capable of. I wielded it, all those years, but...I could never truly master it. The Watch and I were not a perfect match - my genetics were off, if only by a couple markers. Eventually, and after I'd fulfilled my purpose in defense of the galaxy, I broke the bond I had with this artifact, and returned to Earth with the woman who would become your grandmother, Verdona."
"I thought that was the end of that. But, not long afterwards, another threat loomed in the horizon. Verdona set out to fight it, but I stayed. I couldn't abandon my children. I've ignored this threat ever since, but the Chitauri invasion of New York was a wake-up call. Earth is no longer safe in its anonymity. The powers that be now know the planet and its people are much, much more than the backwater mud ball they once thought of Earth as."
Ben takes this all in. If anything, he's surprised his Grandpa resisted the call to action for that long; he was never one to refuse a request for help. In that sense, they are very much related.
"How can I help?" -he asks, finally. "I know, I'm just a kid still, but I want to protect the planet, too."
Max smiles. "I know you do. And I knew you'd ask. That's the grandson I raised." -he says, proud, but his expression soon turns somber. "Ben, this is not a burden you can take on lightly. If I'd had my way, I would not have revealed any of this to you until you turned twenty-five - the same age I was when I began my own adventure. As it is, we don't have the luxury of waiting - and though your destiny is, and always will be your own, the Omnitrix was always meant for you, and Earth will need for someone to wield it."
Something clicks inside him when he hears the word, the name of the fabled Watch. It's a combination déjà vu and sudden realization, like he's meeting a soulmate from a past life. Ben has never lacked confidence, but this is on another level - he's never been more sure of anything in his life: he needs to put on the watch.
"The Omnitrix...that's what's inside the chest?"
Grandpa nods. "Among other things, yes. A warning, Ben: once you decide to open its container, there is no going back. My genetic code not being a perfect match for the Omnitrix is what allowed me to break the bond. Once you're matched up with it, the biometric lock won't break. Ever. This is, quite literally, the responsibility of a lifetime."
Ben narrows his eyes. "I'm ready."
Max chuckles. "You really aren't. Nobody could be, not for this. But that's ok. Nobody's born a hero."
He vanishes with a wink, then, and color returns to the world. Ben finds himself blinking heavily in order to adjust back to reality, and the others seem to be doing the same.
"Well, that was trippy as fuck." -Kevin says, sarcastic, earning him an indignant swat from Gwen.
"Okay, so it wasn't just me." -Julie says, somewhat relieved. "We all just had a chat with a not-so-dead Grandpa Max?"
Ben nods. "What'd he tell you guys?"
Kevin crosses his arms. "A lot. Not much I'm willing to talk about." -he says, then sighs. "I can say that we're gonna need all the help we can get, though. I'm gonna need to make some calls, if we're going through with this."
"I'm not sure we can." -Gwen says, pursing her lips. "Nevermind the fact that we're all still minors, we can't just up and leave everything behind. I'm lucky my parents even let me hang out with you guys, now that Grandpa's...away."
"I don't think Grandpa's expecting us to do that, Gwen." -Ben says. "I think he expects Earth to be attacked by whoever's behind the aliens on New York, and he wants us to be ready for that."
"Isn't that what S.H.I.E.L.D. and the Avengers are for? What countries have armies for?" -she argues. Whatever Grandpa told her, it must have her spooked; Gwen is usually the voice of reason, but she's never this reluctant. Not when it comes to helping others.
Again, it runs in the family. Even if - like grandma's alien superpowers, maybe? - it did skip a generation.
Julie shakes her head. "You've seen the footage, Gwen. They barely held them off, and even if that hadn't been the case? Even Supergirl can only be in one place at once. What if the aliens pop out over San Francisco? How long will it take them to get all the way over here?"
"Even if the Chitauri never return...this is it guys. I know you never dreamed of becoming superheroes, not like I did, but you've always wanted to use your powers to help people. There's no better time to do it, right? People with superpowers are on national news, now! And it's not like Iron Man three years ago, or Elastigirl in the nineties, or even Captain America in the forties. It's not a novelty anymore. It's a responsibility, and I don't think we can afford to put it off for long."
Julie looks starstruck, and the others seem stunned. Ben is rarely this...verbose, but being a hero has been his dream ever since he met Kevin as a child. Heck yeah, he's passionate about this. And, sure, the fact that this is probably the only way he's ever gonna see Grandpa Max again is not lost on him.
"This isn't gonna be easy, Ben." -Gwen warns him, though she's practically convinced already. "We'll have to keep things secret, at least until we have a handle on things."
"Plus, if this Omnitrix of yours is as important as Max said, it's probably gonna attract some nasty folks." -Kevin adds. "Might make things...unsafe for the people you care about." -he says, glancing at Julie.
She crosses her arms. "I can swing a mean tennis racket, Levin." -she says, raising an eyebrow. "But, even if I couldn't, I trust you guys to keep me safe."
The weight of her trust settles on their shoulders. "We're really doing this, aren't we?" -Gwen rhetorically asks.
"Becoming Arcadia's very own superheroes? Heck yeah." -Ben says.
The case opens then, vacuum seals popping with the corresponding hiss. Ben's gaze immediately falls on a spherical container, which he somehow knows to contain the Omnitrix. There's other items inside - a few books, a belt or bandolier of some kind with several indentations, some communication devices, and more of the green and black disks - badges, something in the back of his mind tells him - but he goes straight for the orb.
As soon as he takes it out of the case, it opens up like an armadillo, revealing the device. The Omnitrix is mostly black, with white and green accents, and glows softly with an inner emerald light. The material it's made from is metallic, but not like any other he's ever seen, betraying its obvious alien origins. There are no symbols on the watch, other than the same hourglass design from the badges.
Funnily enough, it does not, in fact, seem to be able to tell the time.
He only gets a couple of seconds before the watch comes to life, jumps onto his left wrist, and clamps down, sealing his fate as wielder of the Omnitrix.