[In space]

A battle was happening between a large brown ship and a small shuttle. The shuttle docked the laser blasts because of its small build, it got hit a few times but was still functional. Inside the brown ship sat a large figure on a chair with mechanical droids with black and red color schemes controlling the ship. The large ship blasted a laser at the shuttle's back causing it to just float forward with electricity coming out of it.

"It seems we have taken out their propulsion system" A droid called out to the person in the chair.

"Connect the bridge with the shuttle, I want those devices NOW" The figure said as he got up from his chair.

The figure was humanoid with a face like an octopus with tentacles hanging in front of his face like a beard. He was pale-green with yellowish spots on his face with red eyes. He wore a black and brown armor with spikes at the shoulder and arm guards. His face had two green sacs attached to his mouth.

The shuttle shoots a powerful blast toward the ship cockpit. The ship returned fire blowing the backside out of the shuttle causing it to shut down. The ship shoots out a pod and falls directly towards earth. Down on earth in a place camp site, three people were in there with an RV beside them.

"Come on Ben, Gwen, we're going to be together for a long time so either mope around all summer or have some fun" The old man said. He had grey hair, wears a red Hawaiian shirt, blue pants and brown shoes.

"I vote for moping." Gwen said as she typed on her laptop. She had orange hair that is held by a hair clip, a long sleeve dark and light blue shirt, white pants and white shoes.

Ben got up and walked to the forest "I'm going for a walk" He said as he walked into the forest. He had brown hair and wore a white t-shirt with black around the collar and runs down the middle also with black on the sleeves, dark green pants and black and white sneakers. "I can't believe I have to spend a whole summer with that dweeb, I should have gone to summer school." He heard a sound and looked up, he saw a meteor falling down. "Cool! A shooting star!" The shooting star then redirects towards him. He ran away and the shooting star crashes into the ground throwing him into a tree.

When he got up, he saw a crater right in front of him with some kind of pods in it, one was silver and had black lines while the other was red and had black lines. Ben walked closer to the crater "Are those some kind of satellites?" He said while examining the two pods. "This is so coOL!" The boy said as he slid down the crater until he stopped directly in front of the red one.

"Unidentified DNA detected, will commence scanning" The red pod spoke as an orange light came out of the pod and ran across Ben's body. When it reached his foot, it receded back into the pod and then opened up showing some sort of badge with a red hourglass symbol on it.

"Scan has discovered that form is not suitable for user's body. Will now recalibrate function for user's wishes" The badge glowed and jumped onto Ben's left hand. When the light dimmed down, there was now a green fingerless glove type watch with the badge now a dial on the back on the hand part and is now green. There were four grey pipes connecting to the dial in an 'X' formation.

"What the heck?" Ben wondered. The device then Beeped a bright green.

"Ultimatrix has finished recalibration, A.I is now available to be used. Should it be enabled?" The now named Ultimatrix spoke.

"Umm...okay?" Ben said as confused as ever while staring at the new device.

"A.I is now initializing, Please wait..." The hourglass symbol turned grey while spinning. It loaded by filling up the hourglass with green, in a short time the watch finally reached green. "A.I is now ready to use, booting up...Hello user, what would you like to do?"

"Can you guide me through this?" He said while touching the screen.

"Hold down the touch screen to pop the dial up. After doing that, an image of the DNA specimen will appear on the core. Turn the dial to change the DNA specimen and after selecting, you push down on the core and you will transform"

Ben did exactly as the A.I said and saw an image of a figure with an antenna and a tail. He pushed down on the core and in a flash of light, Ben's form was replaced by a tall dark figure wearing a white jumpsuit like tanktop. He had one green eye with two toes and four fingers. His tail and antennae had a plug like cylinder at the ends. His fingers also had a plug on the end of the four on each hand and a badge on his chest similar to the dial on the watch.

"I don't feel any different except for feeling like I have so much energy." Ben in this new form said while looking at his body. He then looked at his hand as he feels like he needs to release something. He pointed his arms toward a tree and had the instinct to focus on the energy inside of him and shot an electric blast at a tree going through it and hitting three others disintegrating them all at once. "Nice! Ultimatrix, what else can this form do?" The alien asked the badge on his chest.

While this was happening, the old man went up to the grill getting ready to make dinner.

"Gwen, Ben hasn't come back in a long time. Can you go find him while I start up dinner?" He asked his granddaughter as she was still was still on the computer.

"Do I have to Grandpa Max?" Gwen asked in a whining tone.

"Would you rather tell your aunt and uncle why their son was never found after going inside a forest?" The now named Max told Gwen

Gwen sighed and got up walking into the forest to search for her cousin. She walked for a long time until she saw smoke and ran towards it. When she arrived, what she saw was a crater with two pods but one was already opened.

Meanwhile, Ben was testing out his new form's capabilities. His surroundings were nothing but charcoal and smoke.

Ben himself was exhausted from using up all the energy he had stored up. He walked around the woods until he found an old car battery and his instinct told him to connect his antennae to the battery. When he did, electricity was coming from the battery to him and he felt energized

"So this form has electricity control, electricity absorption and enhanced senses and features. I'll call this form Feedback" The now named Feedback listed his new abilities until he saw smoke coming from the same place as where he got the Ultimatrix. He ran there to see what was happening

As soon as he arrived, he got attacked in the form of a fireball heading towards him. He used his enhanced agility to dodge the attack at the last minute. "What the heck are you freak!?Feedback heard a feminine voice call out, he got a good look to see a female humanoid being made of fire with rocks covering her body except for her hands and a pink badge similar to Feedback's on her chest

and feet which had two toes and a floating rock head inside the fire.

"I'm a freak!? Have you looked into a mirror lately?" Feedback replied to her statement and got ready to fight.

"Oh you are so getting destroyed for that..." She said as she summoned fireballs to her hands.

They both charged at each other and on instinct, Feedback blasted some electricity from his fingertips to make him shoot forward at the fiery figure.

As Feedback charged, he used his energy to spin himself like a tornado ready to give her a roundhouse kick straight to the jaw. The female noticed this and put her hand up to the side of her face, trying to block the punch but the force behind it was too strong, sending her back. Luckily, she landed on her feet skidding across the dirt a few feet away form Feedback. She then summoned fireballs to her hands and start blasting them at him. Feedback barely dodged them and retaliated with his own energy blasts from his finger plugs. The female ran from the energy blasts but finally got hit by one, blasting her into a tree.

"Nice! Feedback one, flame chick zero-Huh?" Feedback heard a beep interrupting his victory. He looked down to see that the badge was beeping red and in a flash of light, he was Ben again.

"What!? A.I, why am I back to normal?" Ben asked his watch as it was red now.

"Ultimatrix has run out of energy and is recharging. Will be fully charged in approximately five minutes..." The A.I spoke.

"That's it, I'm gonna rip your-!" The female fire said as she realized that Feedback was gone and all that was left was his footprints. She searched around for him, but never found him.

Ben was actually hiding behind a tree near to the pods. He was still waiting for the Ultimatrix to recharge so he can transform and fight back.

"Where are you~ Come out wherever you are.." She walked around with two fireballs in her hands.

She then heard a sound than a flash of green light. When she turned around she was immediately met with a hand to her face slamming her into the ground. She looked through the open part of the hand to see a large, muscular, four-eyed four armed figure wearing a white shirt similar to Ben's and black pants with no shoes and had two toes. The figure dragged her body into the ground while running then throws her into the air. While in the air, she blasts fire from her hand and boosts herself down towards the four-armed man. When she reached her target, she heel kicked him in the head and flipped. With the force of the kick, the man got knocked back to the ground.

When he got up, he noticed a beeping sound in front of him. He saw a bright red light, when it died down he saw that it was Gwen the entire time.

"Gwen!?" The red man said in a rough, deep voice

"How do you know my name you monster?" She asked with suspicion.

"Ha, I'm a monster? You do realize that you were just a flaming person right dweeb?" The red man said.

"Wait, dweeb. Ben!?" Gewn finally realizes the red alien was her cousin.

Ben then started posing while flexing. "Yup, it's me alright. Awesome right?" Ben continued to flex.

"How did you turn into those guys.." Gwen asked

"The same way you did, with that watch on your wrist" Ben pointed to the blue watch on her wrist. It had the same tubes as bens running down the sides, a pink button on the side and the same dial as his in the center except this one was pink instead of green.

"Gwen, where are you?"

"Over here grandpa"

"Who is this?"

"Grandpa, it's me Ben." The Ultimatrix then timed out turning ben back into his regular form.

"Not to interrupt but the forest is still on fire. What do we do grandpa?" Gwen asked.

"Backfire. Create a new fire and it will smelt out the old one. Gwen, you think you can do that?" Grandpa Max said.

Gwen nodded then pushed the button on the watch and slammed down on it. She was now the flaming woman from before and ran into the forest and raised her hands towards the trees and a torrent of flame blasted out of her hands burning the forest even more. While this was happening, the ship from before was in space with the ruins of the shuttle around it. Inside was a large tube with a person inside of it, the person was the squidlike person from before. Well what's left of him that is, He lost the lower half of his body as well as his left arm. He wore a breathing mask over his face with other tubes inside him.

"This battle almost cost me my life and you are telling me that the watches are not inside the ship!?" The man said with a scratchy voice.

"My lord, the recordings have caught two pods leaving the ship and going into the atmosphere of the planet below us" A droid said to its master.

"Is that so? Bring it to me..." He turned his head to a mechanical figure in the shadows. The figure then walks out of the room.

After Gwen had stopped the fire, they sat on some logs around a fire while she was still in the form. "And you say those watches jumped up and clamped onto your wrists?" Grandpa Max asked while Ben took a marshmallow out of a bag and threw it towards Gwen as she caught it and ate the marshmallow. Max sighed and got up and walked to Ben. "Ben, show me your watch..." Max then got up and walked towards Ben, he observed the watch for a few seconds and walked towards the crash site. "I'm gonna check the pods for anything." Max then walks into the forest until he couldn't be seen. Gwen's badge then beeped red and timed out.

An asteroid landed right next to the crash site of the pods. When the smoke cleared out, there was a large brown robot with multiple legs. It scanned the site until he spotted the two pods and blasted them with an energy laser from its hands. He then shot two flying search drones into the air and walked away from the scene to find the watching. Max then found the crash site and inspected the destroyed pods. "This is not good..."

Ben was playing with his Ultimatrix, turning the dial and asking the A.I about the alien that was being shown on the screen. "Ben, what are you doing? You shouldn't play with that thing.."

"Shut it deep. I know you would do it right now with yours if you had the chance..." Ben then stopped at the form of a humanoid moth. Ben then popped up the core, smiled and slammed down on it and green light covered him. When it died down, Ben was replaced with a light blue moth man with green eyes, black and white spots on his body and the Omnitrix core on his chest. "Now if you excuse me, I'm going to roam around..." Ben said in a whisper and started walking away. Gwen got angry and took up her stick. She then spits on her hands, rubs them together, grabs the stick and swung it at Ben. Ben's defensive instincts kicked in and his body became transparent as Gwen's swing went right through him. The momentum of the swing caused Gwen to fall onto the ground as Ben started laughing in a cold whisper and walked away. In the middle of walking away, Ben's instinct kicked in and he spreads his four wings and flaps into the air.

Gwen got up and yelled into the sky "I'm gonna tell Grandpa that you turned into a weird blue Mothman and flew into the sky towards the forest!" Gwen then sighs and came up with an idea and stared at her watch.

While Ben was flying, he was doing tricks in the air and flying around the trees in the forest. He saw a brown blur pass him and stopped in midair. He then flew towards it and another blur passed from behind him following the other one. He picked up the pace and caught up to the first one, opened his mouth and a white fog came out and encased the thing inside ice as it fell to the ground due to gravity. He then flew above the first one and dropped on it. He then started pulling wires from out of the droid as well as parts from it as well. He then realized that there was a wall in front of him and that he was about to time out. He flew off the droid and into a bush as the droid crashed into the wall. Ben then timed out as he saw the droid he froze before, thawed out and pointed its laser towards Ben about to fire until a blue and pink blur came past him and tackled the droid, destroying it in the process. The blur then came in front of ben and stopped in front of Ben showing a female velociraptor-like being with a blue jumpsuit with white in the middle with the pink dial on her chest, had a blue and black tail and a pointed helmet.

"Lucky that I found you just in time, right dweeb?" Gwen gloated. Ben then walked over to the droid and stared at it. The drone then beeped and scanned him and Gwen dials.

"Omnitrix and Ultimatrix found, will send coordinates in-" The drone was cut off by Ben stepping on it repeatedly until the lights died down. Ben was breathing hard and the turned around to Gwen.

"We have to find grandpa..." Gwen then nodded, picked him up and ran towards the RV. Once they got there, the door opened up to show Max.

"Get in the Rustbucket. Now!" Max then grabbed them and pulled them into the Rustbucket, sat down in the driver's seat and started the vehicle. He then floored it and sped through the forest. Gwen timed out and walked to the passenger seat.

"What's happening grandpa?" Gwen asked.

"Listen to this." Max then turned on the radio and static was heard for a bit until a voice was heard.

"Backup at the central area. I repeat, backup at the central area! You wont believe me, but we're being attacked by some kind of giant robot. Pleas send bacGAHHH-" The radio then cut off to static. Ben then got up and ran to Max.

"We have to do something! I'm sure that robot is connected to the drones that Gwen and I took on. They'll die if we don't do something!" Ben pleaded to Max.

"And what are you gonna do?" Gwen asked Ben.

Ben then looked out the window to see that there was an explosion going on directly in front of them. "Its not what I'm gonna do..." He then walked to the middle of the room, popped up the core and slamed down on it as green light took over him. When it died down, Ben was replaced with a large figure made of crystal with two spikes at his back. He wore a sleeveless black shirt with white at the back and black pants. His Ultimatrix dial was on the left side of his pectoral. "Its what we're gonna do." He then walks towards Gwen, grabs her arm with the Omnitrix on it, chooses a form for her and slams down on the core. Gwen then transformed into a humanoid plant girl with a venus flytrap mouth like a colar on her shoulders, one eye, two vines curled in a circle on the side of her head like buns, multiple vine-like legs with the Omnitrix on her stomach. She also had seeds on the back of her head.

The Rustbucket stopped at the area the man was talking about on the radio. The Tennysons came out of the RV only to see a sight that will forever haunt them. A park ranger was laying on the floor with a hole in his chest, he also had a communicator with him. Thats when they realised that this was the man that was on the radio. Ben was the most shocked as he walked towards the corps and kneeled down. He then clenched his fist but his attention was turned to see a bunch of other campers running away from a gigantic brown robot. Ben then walked up to it and pointed towards it.

"You! You're the reason his blood is on the ground!" Ben's Ultimatrix then beeped a bright green. Ben didn't notice but ran towards the robot, ready to punch its leg out. The robot scanned Ben while he was running and saw the Ultimatrix on his chest. It the kicked him away into an already on fire RV, causing it to explode. Ben walked out of the wreckage and looked over to Gwen and Max. "Grandpa, Gwen! Why are you just standing there!? Help!" Ben said as he charged out of the RV towards the robot. He readied his right arm for a punch but his body instictively created a jagged blade as his hand. He then started to slice up the robot's leg every chance he gets. Max went around helping the civillians escape or get them out of anything they were trapped in.

"B-but I don't even know how to use this alien!" Gwen yelled out to Ben. Ben looked away from his fight to see Gwen but got grabbed by the bot.

"If it's anything-GAH...like the ultimatr...ix. It will send the info to your brain. Now let me go!" Ben then grew crystal spikes all over his body. The robot then threw him up into the air. Gwen then got the instinct to stretch run towards the civillians and help them. They were afraid of her until she started to help trapped victims. The robot then scanned the environment until it spottend Gwen's dial.

"Omnitrix found on lifeform, must nutralize..." The robot then raises his hand as energy builds up. A blue blur then comes down and goes right through the arm. Once the blur reaches the ground, it is revealed to be Ben with two solid blades as hands. The arm he went through then fell off with energy still gathering up thus shooting the laser directly at Gwen and the civillians.

"Gwen!" Ben tried to run towards her but was too slow. Gwen tried to block it with her vine like hands and closed her eyes as well as the other people. They opened their eyes to the sound of Ben yelling out Max's name. Gwen was the last to open them, only to see Max facing them with smoke comming out of his back. Ben ran towards him and Gwen while kneeling down, in the precess sliding towards him. Ben and Gwen went beside him as Ben held him.

"Grandpa...why." Ben asked while his voice cracked.

"Because...you two have a great future ahead of you. But don't worry, your old grandpa has taken hits far worse than this." He then closed his eyes. Ben checked his heart and it was still beating, but faintly. He gently placed Max down as he walked towards the robot. His Ultimatrix was beeping like crazy.

"Overcalculated ammout of energy is being outputted improperly. Would you like to channel that energy into activating ultimate function?" The dial spoke.

"Gwen?" She then looked up.

"Follow my lead..." Gwen then nodded and got up as well walking towards him. "Ultimatrix, activate ultimate function." The ultimatrix then beeped again but stayed that colour as four prongs ejected from the dial making an 'X' formation.

"For grandpa." Gwen said.

"For grandpa..." Ben repeated.

Well thats that for this chapter. If you are wondering, yes Ben can actvate it without touching the watch. But he has to be in that form and have enough energy to not time out. As for Gwen, her aliens will get a boost in power from something, but you have to guess in the review. Whoever gets it first will get to name one of Gwen's aliens in the story. This is my first story so don't flame me for that. I tried to make this story different from the story we are used to like the fact that the Ultimatrix was sent as well as the Omnitrix. Ben will kinda be different but not like his personality will be completely different. I am going to make some changes to the storyline a little bit. Some of the alien's designs will be changed a little as well. You can find them on my Deviantart when I finish the drawing. And now Arceum out!