Hello everyone. I've been filled with ideas lately, so I came up with this one. With the Ben 10 Reboot being a complete disaster, I always wondered if it would be a good idea to add Ben 10 into the Marvel Universe.

It was always a dream of mine to see Ben 10 teaming up with the Avengers, X-Men and Fantastic Four. Plus it would add a lot of alien elements to the world of Marvel.

Now don't be concerned, I will keep as many elements as the old show as possible. But I will be making my own personal changes, which I hope could make it better.

Now as someone used to say: Its' Hero Time!

Note: I do not own Ben 10 or Marvel. All characters exclusively belong to their respective owners


Chapter 1: A Legend Begins (Part 1)

A ten-year-old boy was resting his head on his desk, exhausted from finishing his final exam. He had messy brown hair, dark green eyes, and slightly tanned skin. He was wearing a white hoodie over a black t-shirt, dark green pants, and black sneakers. The boy's name was Ben Tennyson

He looked up at the clock, a desperate expression across his face. The exam wasn't easy, but he did his best. "Come on" he said. Summer vacation was mere seconds away. As if someone answered his prayers, the school bell rang. "Yes!" he yelled out loud. He picked up his backpack, left his exam on the teacher's desk, and ran out.

All the kids were running outside of the school, Ben included.

He was excited for his summer vacation. His grandfather was taking him and his best friend on a road trip around the country. Goodbye boring Riverton! Hello malls, beaches, and camping.

Wait a minute…where was Richie?

Ben then heard laughter coming from the tree in the front school yard. He saw Cash and JT, the school bullies, laughing at a boy hanging by his underwear on a tree branch. He had short brown hair (darker than Ben's) and brown eyes. He was wearing a dark blue shirt and dark brown pants.

"Hey!" Ben yelled. "Get Richie down from there!"

Cash and JT turned and looked at Ben and laughed. "Oh, Tennyson wants to play hero" Cash said in between his laughter. "Yeah, maybe he should join Rider up there" JT said. Ben tried to put up a fight. He even landed a punch right in Cash's nose. In the end, Ben was stuck on a tree branch right next to Richie.

"Thanks for trying to help Ben" Richie said.

"No problem Richie" he responded. (1)

Then, an old R.V. pulled up in front of them. The front glass came down and showed an old, slightly overweight man in a red Hawaiian shirt. "Hey Ben, get down from there. I want to get to the campsite by nightfall" the man said.

"Grandpa Max, can you help us down from here?" he asked. Fate had other plans, since the branches they were hanging from snapped and they fell. They groaned for a bit, but they got right back up and ran into the R.V.

"Thanks for carrying me along for the trip Mr. Tennyson" Richie said.

"You're more than welcome Richie. Your parents handed me your bag earlier" Max responded.

"This is going to be awesome grandpa. Just the three of us going around the entire country" Ben said, not even noticing the other person in the vehicle. It was a girl the same age as Ben and Richie. She had light red hair and green eyes like Ben's. She was wearing an elbow-length blue shirt with a cat's head in the middle, white pants, and white and blue tennis shoes. "Ahem" Gwen coughed.

Ben's eyes widened as he and Richie turned and saw his cousin. "What is she doing here?" he muttered. "What is SHE doing here?!" he said louder to grandpa. Why of all people did his annoying twin sister have to come along! (2)

"Oh, don't be upset about it. I wanted to go to summer school and get extra credit but my mom said 'You need the fresh air and change in scenery Gwendolyn'"

"Guess you're with us too huh" Richie said with a nervous smile.

"I have a feeling this is going to be a long summer" Grandpa said before driving the group.

(Yellowstone National Park, 3 hours later)

It was nighttime when the group reached the camping grounds. Richie was helping to make a camp fire, Ben was busy playing on his DS, and Gwen was typing on her computer. Grandpa Max came out with a pack of marshmallows and chocolate bars. "Who wants to make smores?" he said. "Sure grandpa" Ben responded. The group sat down and Richie handed out marshmallows, chocolate bars, and graham crackers. "So where do you kids want to go this summer. I want to hear everything you kids want." Grandpa Max said.

"I want to go to the Video Game Museum" said Ben.

"I've always wanted to go to the Kennedy Space Center" added Richie.

"How about the Museum of Natural History?" said Gwen.

Grandpa Max listened to other suggestions that the kids had before he made his decision. "We're going to Washington first. That museum is a good idea Gwen" Grandpa said. Ben's frustration grew.

"Why do we have to go to a boring museum?! It's summer! We should be going to actual places that are fun!" Ben yelled. He hated school and anything associated with it. He would just like to enjoy some time away from all the books, time where he could actually have fun for a change.

"Ben you don't have to yell" Max said. "We'll go to the history museum first, then we can go wherever we want. This is the only thing that will be school-related on this trip, I promise."

Ben, however, got up angrily. "I'm going for a walk" Ben said before he ran off into the woods. "Ben wait!" Max said, but Ben ignored him.

He slowed down once he was deep enough in the woods. "Oh man. This is gonna be the worst summer ever" he said before looking up. He looked at the star-filled sky and noticed one star moving rather fast. "Woah, a shooting star!" Ben exclaimed.

To the boy's amazement, the shooting star then did a 90 degree turn, hurling strait towards him.

Ben immediately ran in the other direction, barely escaping the area as it fell down and made a huge crater.

He then got up after falling face-first into the ground, wiping the dirt off of his face. Ben brushed the dirt off of his clothes as he made his way to the newly-formed crater.

The crater was full of metal debris, with a giant smoking metal sphere in the center.

"It must be some kind of satellite or something" he said. Ben leaned over the edge of the crater to get a closer look, but the dirt under him gave out and he slid down into the crater.

Since Ben was already near the wreckage, he decided that he should get a closer look. He looked at the wreckage, and saw that it wasn't a satellite, but a small metallic sphere.

Suddenly, the sphere opened. In it was a large bulky device, similar to a watch. The metal was primarily colored black, with white circuit lines running along the surface. The lines also led to the green-hourglass shaped head.

"A watch? What's a watch doing in space?" Ben asked out loud. He reached out to grab the device with his left hand, but it somehow leaped out of its container and clamped down on his wrist. Ben felt an incredible amount of pain, then suddenly it ceased.

"Get off of me!" he yelled before he tried to pry it off. Ben then felt an incredible amount of pain, as if he was pulling his own skin. "Ow" he yelled. He then climbed out of the crater and picked up a large stick. He tried to pry a space between the watch and his skin, but it was as if the two were merged. (3) The stick soon snapped.

"Might as well figure out what this thing is" he thought. He began running his fingers along the surface of the device. He noticed that it had a small green button, so he pressed it.

The faceplate of the watch rose, and the hourglass moved and formed a diamond shape. A black silhouette of some humanoid creature also appeared.

"Cool!" Ben exclaimed. "What would happen if I push it back down?" he wondered. He decided to do that, but as soon as he pushed it, he began to feel weird.

Ben felt his body change, he became taller and his skin began to feel rough. He also felt warm internally.

He stared at his hands. They were now made of a dark red and cracked rock, with the cracks glowing yellow. He looked down at his feet were now in an oval shape, with only two toes. They also seemed to be glowing as if they were made of lava. Ben then hesitantly touched his head, and found that it was in an oval shape and felt even hotter than the rest of his body.

Like any person would if they found out that they just turned into a strange fire creature, he screamed.


And that's it for Chapter 1 of this story. As you can see I made some notable differences:

1: Ben's best friend is Richard "Richie" Rider. He is the Marvel hero known as Nova. In this story, he will acquire his powers later.

2: Gwen is Ben's twin sister here. I always thought they were brother and sister when I first watched the show. It never made any sense for them to be cousins as they always argued like siblings and we hardly saw their parents. I don't even remember the names of Gwen's parents.

3: I wanted to show the Omnitrix merging with his DNA more effectively. So if something touches the watch, Ben will feel it as it had touched his own skin.

I hope you all enjoy this and continue to read. See you next time