Disclaimer - I do not own Ben 10 or any of its characters P

AN - AHOY!!!!! This is my first attempt at a Ben 10 Fan fiction P Not sure how its gonna go or if itll be any good, but I hope all of yall enjoy it D With most of the fics I do these days, I try to finish the whole thing before I post it, just so yall don't have to yell and scream at me to finish x.x buuuut… this fic doesn't look like its gonna make it ;-; curse my impatience!

So heres how its gonna go… you get Chapter 1... But chapter 2 doesn't come until I finish the whooooole thing… so read at your own risk x.x

OH AND VERY IMPORTANT! If youre a Ben 10 fan and are looking for a Forum to talk to people on, theres a link in my profile to one! Feel free to yell at me there D

Invasion

By Tippy

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"Soooo… incredibly… booooooooooored…." The phrase had become all too common for this group of travelers, but today it seemed more than appropriate. Seven long hours of driving down an flat, desert highway, not another town for miles and everyone's nerves were wearing dangerously thin.

Ben lay across the padded booth, his head hanging over the edge as he propped his feet against the wall of the beat-up RV. Gwen sat in the booth across from her cousin, an elbow resting on the table, her hand supporting her chin as she let out an exasperated yawn. Grandpa Max sat in his usual place, steering the large vehicle down the unchanging road.

"How much longer till we get to a town, or at least a place to do something?!?" Ben continued in a rather whiny voice.

The elder of the group grabbed a folded piece of paper and threw it back to the distraught ten year old, "There's the map," his voice was tinged with annoyance, not only from the boy's incessant nagging, but he too longed for a place to stop. This road was mind-numbingly long. "You two see what you can find."

The map landed haphazardly on the floor in front of the table and Ben looked at it before reaching out an arm to grab it. His cousin jolted in surprise when the article smacked her on the forehead. "Ben!?!"

"What? You read it, I'm too bored to get up…"

She scowled at him, taking the map and spreading it across the table. Her finger traced over the bold line that signified the road they were currently traveling on, until she found a black dot across it. "Hey, Grandpa, what about Tonopah? The map says its only another fifty-six miles?"

"Sounds perfect!" One more hour and they'd be back in civilization!

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Vilgax listened intently to the transmission from his agent. His last two had failed miserably, but his hopes had been lifted by the employment of his newest hunter. She would get the job done, not matter the cost.

"I've been tracking them, and they seem to be headed towards a small town." Her smooth voice cracked over the communications console. "The plan seems to be running as expected. I will have the device for you soon. Out." Her transmission ceased, leaving the villainous alien to his observing, a grin drifting across his face.

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Half an hour down, only a little while longer and they'd be in Tonopah. He wasn't sure what was there, but it had to be better than driving down this road. Ben had been on some pretty long rides this summer, but this one had to be the worst. There was nothing to do along the way, much less anything to see.

A loud grinding caught his attention and he looked towards the front of the RV to find his grandpa, frowning as he pulled the vehicle onto the side of the road.

"What happened?" Gwen had left the booth and joined the older man at the front.

"Dunno, but it didn't sound good." He let out a sigh before opening the door and stepping out. The two kids followed, meeting him as he lifted the hood. Their first indication that it was something big was the dark stream of fluid that was now trailing across the warm asphalt.

"Definitely not good… looks like we're stuck here." Max informed the two as he closed the hood.

"Stuck?!" The two chimed in together and Gwen continued, "Can you fix it?"

"Maybe, but if I can't we may be walkin'" His face fell at that thought.

"What are you talking about? I can just get out XLR8 and we'll be at Tono… Tono…?"

"Tonopah." Gwen corrected him.

"Whatever, problem solved."

"Let me try to fix this thing first before we do any traveling. I don't want to have to send a tow truck out here if I don't have to." Max had turned back to the RV again to find his tools, leaving the two youths to wander around the deserted area.

His hands shoved into his pockets, Ben kicked at a stray rock, figuring that had to be a little bit more fun than staring at the orange tinted dirt. Grandpa had been working on the RV for a little over thirty minutes now, and from the grumbling he'd heard, it didn't look very good. But on the bright side, he'd get to transform.

Ben rejoined the group as the older man threw his tools back into the vehicle, a frown plastered on his face.

"Doesn't look like we'll be drivin' any time soon." He sighed in defeat.

"Awesome!…. I mean… too bad." Ben tried to hide the excited grin on his face.

"Let me get some things and we'll get going…" Their grandpa stepped back into the RV.

"Wait…" Gwen spoke, catching their attention. "What's that?"

Ben joined her behind the RV and looked down the highway, into the tendrils of heat that snaked off the hot pavement. After a moment, he could see the definite shape of a car heading towards them.

"Well I'll be…" There was a sense of humor in Grandpa Max's voice as he joined the two, catching sight of the car. "Looks like we might not need XLR8 today." He grinned down at his grandson before stepping out, lifting his arms to flag down the driver.

A red sedan pulled off the road, stopping a few feet in front of the group, the door opening.

"Hey there!" The older man greeted as he stepped forward. "Could we hitch a ride with you into town? Our RV's out of commission and…" His sentence trailed off as the driver stepped out of the car. A woman, standing a good five foot nine inches tall, her vibrant red hair lightly brushing the tops of her shoulders, smiled to the group.

"Hope on in," She spoke with a slight southern accent. "I've got plenty of room."

"I call shotgun!" Max and Gwen both looked at Ben who had a huge smile on his face, and before they could do anything, he was at the passenger side door, climbing in. The other two shrugged and climbed into the back of the car.

"I'm Layla." She introduced herself, offering her hand to Ben who took it.

Whoa…He blinked as an odd feeling rushed over him. He mentally shook his head to clear the feeling, "I-I'm Ben."

She smiled, "Nice to meet you, Ben." She turned and greeted Max and Gwen, before turning ahead and driving off down the road.

The rest of the trip was spent answering questions. Where were they from? Where were they headed? All that kind of stuff. It was better than being stuck out in the desert though, that's for sure.

Ben stretched, a long yawn escaping his small form. He looked out the window as they passed a sign that read "Welcome to Tonopah" and ahead he could see the small buildings that sat on either side of the road.

"You can just drop us off anywhere." Max spoke, leaning forward to talk to the woman.

"Alright, looks like they've got a gas station. I can drop y'all off there so you can get your vehicle picked up."

"Sounds good."

They pulled up to the small station, the three passengers stepping out.

"Thanks for the ride Miss Layla. We really appreciate it." The older of the group bent down giving her a thankful smile.

"Oh, no problem at all, hope y'all get back on the road. Nice meetin' ya." The goodbyes said, she drove off.

"You two wait here and I'll see about gettin' the RV towed." The siblings nodded and watched as their grandpa stepped into the gas station.

Ben let out another yawn, his shoulders slouching forward. He found it strange that he was tired at this time of the day, but considering how bored he was at the moment, he figured it was wearing him out. He walked over to a nearby bench and plopped down onto it, Gwen joining him as they waited.

She placed her chin in her hands, her elbows on her knees as she stared ahead at the town grocery store. It wasn't much of a store as it was a just a place you could buy food. She let out a sigh and watched as the townspeople went about their daily routines.

It wasn't long before their grandpa had returned holding a receipt for the towing. He tucked the slip into his pocket as he approached the two youths.

"I guess we should find some place to stay while we wait. What do you two think?"

Gwen just shrugged, standing up from the bench. When he turned to Ben, he noticed that the boy hadn't seemed to have heard him. He gently placed a had on the ten year old's shoulder, giving it a light squeeze. He smiled as the boy lifted his head, blinking sleep filled eyes.

"What?" Ben asked, timidly.

"Come on, we're gonna find a place to stay." Ben nodded, standing up. His yawn did not go unnoticed as they began their search, Max deciding it might be good for the two to rest up a bit before they go exploring.

The motel wasn't too hard to find, seeing as it was the only one in the small town. Gwen pushed the door to their room open and stepped inside, followed by her cousin and grandfather. The room was pretty small, consisting of two beds and a bathroom. A warm shower did sound good though.

While Gwen went off to fill the need to have a proper shower, Ben found the nearest bed and crawled onto it, collapsing into the soft pillow. Grandpa Max just smiled and shut the door, taking a seat on the other bed. He grabbed the remote off the nightstand and switched on the television, flipping through the few channels.

Gwen stepped out of the bathroom, a towel wrapped around her head. Her grandpa was still sitting on the bed, watching a cooking show that looked somewhat interesting. Ben looked to be asleep on the other bed. She wondered how long he'd been like that. It wasn't entirely strange for her to see her cousin passed out, but usually he was a bundle of energy. She shrugged her shoulders, grateful for the little peace his sleeping was providing.

"You two up for a tour around the town?" The elder man asked, a little more enthusiastically than he felt.

"Sounds good to me." The girl spoke as she ran her fingers through her wet hair. "You think sleepy head can keep up?"

Max let out a short laugh before standing and walking over to the slumbering boy. "Hey, Ben. We're goin' out, you wanna come?" He paused, waiting for the boy's response. A moment passed and he didn't move.

"Ben?" His grandpa put a hand on his shoulder, squeezing it to rouse the boy. Still, no movement came from him. Worry finally wrapping its way around Max's mind, he shook his grandson's shoulder gently, only receiving a confused look from Gwen.

"Ben, its time to wake up." He spoke a little louder, giving the boy's shoulder another shake. Nothing. Fear and worry gripping him now, Max rolled Ben onto his back, the boy's arms falling limp beside his small form.

This was bad. Why wouldn't he wake up? Silently, Gwen watched her grandpa check her cousin's pulse, his face wrought with concern. There was one thing she was sure of as she watched him, he was breathing, his chest rising and falling with the action. That was a good thing right? He was okay….right?

Grandpa Max frowned as he pulled his hand away after registering the strong pulse. He didn't understand what was wrong. Ben looked fine. He was breathing, his heart was beating, it was like he was asleep. His eyes swept over the boy, finally coming to rest on the device that lay around his wrist… it was blinking.

Tbc….

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So! That's chapter one -;;; what do yall think? Im actually very excited about this fic! I cant wait to get it all written! Anyway! Yall have a good one! Sorry for the cliffy -;;

Hopefully ill finish soon and yall will get to read the rest of the fic!

Thanks for readin'!!!