Ben 10 : Ultimate Titan

Chapter One : Clash of the Titans

In a bright flash of yellow light a tear appeared high in the air above the desert. As if made of glass the sky seemed to crack open allowing yellow light to seep through.

"Wahhh!" somebody yelled as he was thrown out of the crack and started plummeting. It was a teenage boy wearing blue jeans a black shirt and an open green jacket with the number ten on the right breast. This boys name was Ben Tennyson.

"Ahh, how did I get up here?" Ben yelled as he realized how high up he was and how fast he was falling. Pulling the sleeve he revealed a green gauntlet with a circle at the wrist with a green hourglass shape. The Ultimatrix. Pressing two buttons at either side of the device the circle section popped up and projected a hologram.

"It's hero time!" Ben proclaimed as he slammed his palm down on the device forcing the cylinder back down. It a flash of green light Ben was replaced by a blue creature with green eyes and wrapped in a blue cloak.

"Big Chill" he announced his name in a whispery tone.

The 'cloak' opened up revealing four moth like wings allowing him to float down to the ground gently. As he touched down the wings wrapped around him again. Big Chill looked up just in time too see the void in the sky close up and disappear.

"That's just great…" Big Chill said in annoyance. A moment later he heard a beeping sound coming from the symbol on his chest "… oh come on it's been like thirty seconds"

In a flash of green light Big Chill disappeared and was replaced by Ben.

"Error, Error…"

A synthesized voice came from the Ultimatrix. Ben held it up and saw it flashing red.

"What now?"

"Warning, connection to Primus had been severed, attempting to reconnect" this made Ben's eyes widen, the Ultimatrix shouldn't be able to lose it's connection to Primus, ever.

The Ultimatrix is a device created by the most intelligent being in the Galaxy, Azmuth that allows Ben to transform into many different alien forms, the dna required to transform is on a planet named Primus which the Ultimatrix is connected to like a wireless device, if the connection was severed then…

"I can't transform…" Ben realized

Ben continued to play around with the Ultimatrix for a while trying to get it to work before giving up and started walking east hoping to find some kind of civilization. As he walked he though about how he'd gotten into this mess.

He was in Los Solidad with Gwen and Cooper, they'd just drained the energy out of Kevin to change him back to his human self, it was then that they were betrayed by Darkstar, they managed to beat him but with one desperate blast Ben was sent flying into the old time portal equipment left there from the base's days as a research base, something exploded and the next thing Ben knew he was falling…

After several hours of walking Ben stopped and knelt over panting, after catching his breath he threw his head back and shouted in frustration.

"Where on Earth am I?"

"I think a more appropriate question would be, 'on what Earth am I?'…" a voice said from behind Ben, he spun around and saw a familiar face. A man dressed in a lab coat.

"Professor Paradox" Ben said with a smile

"Gumball?" the Professor offered as he held out a white paper bag.

After walking in the desert for hours the small red balls were too mouthwatering to pass up.

"Thanks… what do you mean 'what' Earth?" Ben asked

"I'm afraid this may be my fault, when Darkstar threw you into some of my old equipment you inadvertently activated one of my older experiments, a dimensional gateway which you were pulled into and deposited on an alternate Earth" Paradox explained

"If I'm not in my own universe anymore then no wonder the Ultimatrix lost it's connection ot Primus, Primus probably doesn't exist in this world. Well, you can get me back right?" Ben asked hopefully

"I'm afraid not Ben, this is one of those things I can't help you with, I'm able to travel between alternate worlds but I can't take people with me and I can only exist here for a limited amount of time"

"Well… maybe I can get help from the Plumbers in this world" Ben said with a smile only to be disappointed when Paradox shook his head

"I'm afraid the Plumbers don't exist in this world either, but don't worry Ben, I'm sure in time you'll find a way to get home, in the meantime I've brought something to help you" Paradox said as he pulled a small green cube from inside his pocket and passed it to Ben.

"What is it?" Ben asked

"Aliens, forty of them to be exact. When I told Azmuth what'd happened to you he gave me this… after ranting for a hour about how irresponsible you are… anyway think of this cube as a flash drive that you can plug into your Ultimatrix, it'll give you access to forty aliens that have been hand chosen by your cousin Gwen, Kevin and your Grandfather" Paradox explained

"Sweet… how does it work?" Ben asked but was cut off when a green beam of light shot from the Ultimatrix and onto the cube. The cube floated out of his hand and hovered over the Ultimatrix symbol for a moment before sinking into the faceplate and disappearing into the gauntlet.

"Processing… mobile device integrated, forty samples now available in onboard storage" the voice of the Ultimatrix announced

"Well Ben, my time here is almost up, so one last piece of advice, the nearest city is five minutes that way" Paradox said while pointing at a stretch of desert.

Ben looked in the direction paradox was pointing but saw nothing

"Five minutes? But I can't see anything" Ben pointed out

"Let me reiterate… five minutes, with the help of an old friend" Paradox said with a smile as he tapped the Ultimatrix, a moment later the air around Paradox vibrated before he disappeared.

"An old friend?" Ben said curiously as he activated the Ultimatrix and started cycling through the different holograms his friends had chosen for him. He had all of the aliens he had before as well as a few extra, soon he came across the one Paradox must have been talking about.

"Hero time" Ben said with a grin as he slammed his hand down onto the cylinder creating a flash of green light.

When the light receded Ben was replaced by a black reptilian creature with a striped blue tail, a blue face and ball like feet.

"XLR8!" the new creature announced it's name in a raspy voice which made it sound like it had a sore throat.

"It's been a long time since I've used this one, let's see if I remember how to do this" XLR8 said as a visor slid down to cover it's face before it shot across the landscape leaving a black and blue blur behind it and dust kicking up in it's wake.

Just as Paradox predicted, Ben came to a town after five minutes of running, XLR8 came to a stop at a large sign by the side of the road.

'WELCOME TO JUMP CITY, HOME OF THE TEEN TITANS'

"Teen Titans?… must be the city's football team…" XLR8 figured "… I better go on as human, no telling how everyone will act if I go in like this" a flash of green later and Ben was back.

Walking into town he stopped for a moment when he spotted something interesting, off shore was a small island with a large tower shaped like a 'T'. Shrugging it off he kept walking further into the town. As he walked on he passed the time by cycling through the Ultimatrix holograms to see what forms he had access to, he came to one he didn't recognize, it looked humanoid but had tentacles coming from that back of it's head, it looked vaguely familiar.

"Ultimatrix, identify species" Ben said, hoping the gauntlet would listen

"Searching… confirmed, species identified as Anodite, planet of origin Anodine" Ben stopped walking as his eyes widened, Anodite. The same species as his Grandmother Verdona and his cousin Gwen. Usually having access to a form this powerful would make Ben excited, however after seeing what an Anodite could do he was more than a little nervous.

Any further thoughts were cut off as an explosion down the street drew his attention, smoke billowed out of a building which seemed to be a jewelry store. After a few moments three people walked out of the smoke, a large muscular man, a small bald kid in a green jumpsuit and a cute girl with pink hair. All three of them were carrying large sacks.

"This hoard should keep us funded for a good long time" the girl with pink hair said

"Yeah, so long as humungo here doesn't blow it all on his stomach again" the kid said

"What'd you say shrimp?" the large man said while shaking his fist at the kid.

"Mammoth, Gizmo, stop arguing and pay attention, the cops are here" the girl reprimanded the other two.

"You don't tell me what to do Jinx!" Mammoth yelled at the girl

Sure enough half a dozen cop cars were speeding down the street towards them.

"I'm gonna bust 'em up!… but not because you told me to!" Mammoth yelled at Jinx before rushing at the cars.

Ben watched in fascination as the three jumped into a fight with the police, Mammoth gripped the first car and flipped it into a nearby building, Gizmo pulled out a controller and hit a button causing four long mechanical spider like legs to emerge from his back which he used to attack the police. It was the pink haired girl that surprised him the most, she was busy throwing disks of pink energy.

"That girl's using Mana just like Gwen" Ben muttered as he continued to watch while trying to stay out of sight. His eyes widened when he spotted something, one of the cop cars smashed by Mammoth was leaking gas which was trickling towards a piece of burning debris, there was a female police officer struggling with her seatbelt.

"No time to sit on the sidelines, it's hero time!" Ben said as he activated the Ultimatrix, cycled through the different forms until he found the one he was looking for and slammed it down.

A flash of green light drew the attention of the three villains, they turned in time to see a small blue monkey flying towards them, only this monkey had four arms and four green eyes.

"SPIDER MONKEY!" the blue creature launched itself towards one of the wrecked cars, while in the air it pointed it's tail down and a shot of web erupted from it, the web connected with the door of the car and a moment later the door was wrenched off the car and thrown to the side. Spidermonkey landed in the doorway much to the shock of the officer and gripped the seatbelt in it's four hands, in one tug it snapped. Spidermonkey gripped the officer around her waist and jumped away from the car shooting another web for them to swing away a moment before the car erupted in flames.

Spidermonkey landed on the street and let her down gently.

"Get to safety" he ordered before jumping back towards the fight.

"T-Thank you…" she managed to say in her shock, realizing just how close she'd been to dieing. As an afterthought she wondered 'Was that Beast Boy? I thought he was green…'

Spidermonkey landed in front of the three thieves and took a fighting stance.

"Is that, that green Titan, Beast… something?" Mammoth asked

"No, Beast Boy is green, this is something new…" Jinx muttered

"Give up and I won't have to hurt you" he warned

"Hurt us? Wahahaha… what're you supposed to be? Some Titan reject? Eat this!" Gizmo shouted and he launched two razor disks from his backpack.

Acting quickly Spidermonkey launched a web at a nearby dumpster and pulled it into the path of the disks stopping them in their tracks. He then leapt up and used the dumpster to launch itself at Gizmo, landing on his backpack.

"Hey, get off me you scuzz muncher!" Gizmo yelled at the blue creature.

With a grin, Spidermonkey gripped the base of each of Gizmo's spider like legs and with a grunt ripped them out of the backpack causing them both to fall to the ground.

"Hey, I'm gonna…!" anything further Gizmo was going to say was cut off when a shot of web sealed his mouth shut.

"Mind your language kid" Spidermonkey told him as he tied him up with another web.

Spidermonkey turned his attention to the two remaining thieves a moment too late, a large fist smashed into him and sent him flying into another cop car smashing it.

"Ooh, did anybody get the number of that truck?" Spidermonkey asked absently

Mammoth approached the downed Arachnachimp cracking his knuckles.

"Now that you've fought somebody your own size why don't you fight somebody my size" Mammoth taunted.

Spidermonkey smirked.

"Why not both?" Spidermonkey said before slamming his palm into the green hourglass symbol on his chest. In a flash of green light Spidermonkey was gone and was replaced by a large dinosaur looking creature.

"HUMUNGOUSAUR!" the creature shouted before plowing it's fist into Mammoth's face.

Mammoth flew backwards and hit the ground hard before skidding towards Jinx.

"What the hell, a minute ago I was fighting a little blue monkey, now I'm fighting a dinosaur? Are you sure this isn't that little green punk from the Titans?" Mammoth asked

"I'm sure, Beast boy isn't this good at fighting" jinx said

"Hey!" a new voice shouted. Jinx and Mammoth turned in time to see just who they didn't want to see, five teenagers. Robin, Cyborg, Beast Boy, Starfire and Raven. The Teen Titans.

"Hey, who's the new guy?" Cyborg said while pointing at Humungousaur

"I don't know, it must be a new member of their team" Robin said as he drew his bow staff.

Humungousaur was looking at the new arrivals with interest, they were a strange looking group for sure, the only question was are they friends or enemies?

"Ok, I'll take Jinx. Beast Boy, Cyborg you take Mammoth. Starfire, Raven, you take the new guy… Titans Go!" with their orders given the five jumped into action

Starfire flew into the air and blasted a large green energy beam at Humungousaur.

"Ok, enemies!" Humungousaur said as he held his arms up to block. The blast was more powerful than he anticipated, it knocked him off his feet and down the street.

After staggering back to his feet Humungousaur spoke.

"I don't want to hurt you girls" Humungousaur warned, Starfire continued to fly at him charging up another beam and letting it loose.

Humungousaur slammed his palm on the hourglass symbol and a flash of green light momentarily blinded them.

The light disappeared and Humungousaur was replaced by a small green creature.

"UPCHUCK!" the new form announced as if opened its mouth and swallowed Starfire's blast making her blink in confusion. Upchuck opened his mouth again and Starfire's own attack was blasted right back at her.

"Eep" Starfire ducked as the blast sailed past her and slammed into Mammoths back who was too busy fighting off Cyborg and Robin to notice what was about to hit him.

"Oops" Upchuck said scratching his head, everyone was looking at Upchuck in surprise a this transformation.

Raven took his moment of distraction to use her powers.

"Azarath Metrion Zynthos!" Raven shouted, two cars were covered in black light and shot at Upchuck.

Upchuck saw it coming and hit the Ultimatrix symbol a moment before the cars crashed into him covering the green light.

After only a moment a blue seethrough shape rose out of the cars before becoming solid.

"BIG CHILL!" the new form said as it flexed it's wings.

Starfire let out a gasp and flew back.

"Friend Raven, we must be careful, that is a Necrofriggian" Starfire said while pointing at Big Chill

"You know him?" Raven asked

"Necrofriggians are an alien species from the planet Kylmyys. They are very dangerous if you make them angry but I do not understand. What would one be doing here on earth?" Starfire pondered.

"Look at it's chest, it has the same symbol as the last two creatures" Raven pointed out.

"You know, if you ladies keep attacking me I might start to think you don't like me" Big Chill said as he floated up to them with his arms crossed.

Starfire and Raven both charged up their attacks and Big Chill took a deep breath and blasted a cloud of freezing air at them which solidified into a block of ice, Raven phased through the ice and Starfire punched her way through shattering it.

"Ok, that didn't work" Big Chill in annoyance "… let's try…" Big Chill said as he once again slapped the symbol on his chest, a flash of green light later Big Chill was gone and was replaced by a red flying creature that looked a little like a manta ray.

"JETRAY" the new creature named itself.

Jetray shot a the girls at an amazing speed slamming into both of them, Starfire flew back and looked at Jetray as her eyes started glow green.

Jetray was stunned when a green beam shot from her eyes and slammed into him. Hen he recovered he started at Starfire.

"So that's how you want to play it huh?" Jetray asked as his own eyes started to glow green, Starfire shot another eyebeam at him and he shocked everybody by doing the exact same thing.

The two green beams of light clashed in midair and caused an explosion that knocked all three of them back.

"Ooh my head" Jetray moaned as he rubbed his head. "Note to self, eyebeam vs. eyebeam equals one major headache"

"Azarath Metrion Zynthos!" suddenly several black tendrils of energy wrapped around Jetray and clamped his arms and wings to his side causing him to fall down to the street.

"Ah, let go of me" Jetray yelled as he struggled against this bindings.

"Don't struggle, make things easier on yourself and just give up" a voice said. Jetray looked up and saw the girl in the blue cloak approaching him, the explosion had blown her hood off so he could see her face now, she was pale skin, a gem on her forehead and lavender colored hair.

"You will not escape us" Starfire said as she landed next to her friend. Robin, Beast Boy and Cyborg also approached the downed hero.

"Way to go girls, now to call the cops to take them away" Robin said in congratulations.

"Wanna bet?" Jetray asked as he inched his hand closer to the Ultimatrix symbol only to be stopped by a black barrier covering it.

"Hey, that's cheating!" Jetray said in annoyance

"I noticed every time you transformed you touched that symbol, which means if you can't touch it then you can't change" Raven said

"Aww man, why did you even attack me anyway, what did I ever do to you?" Jetray asked

"Oh gee I don't know… but maybe robbing that jewelry store had something to do with it?" Cyborg said sarcastically.

"You get much exercise?" Jetray asked out of the blue

"What's that got to do with anything?" Cyborg asked

"With all that jumping to conclusions I mean" Jetray said with a smirk making Beast Boy chuckle.

Suddenly remembering something he looked down at the Ultimatrix symbol still covered by the black barrier.

"Ultimatrix, Echo Echo!" Jetray commanded.

"It's voice activate too" Raven realized as a flash of green light blinded her. In place of Jetray was a small white humanoid creature.

"ECHO ECHO" the new creature said in a mechanical voice before opening it's mouth and…

Everyone had to cover their ears as a shrieking sound emitted from Echo Echo's mouth, the force of the sound sent them all flying back away from him also causing Raven to lose her hold on him.

"Yes. Now. It. My. Turn. To. Gang. Up. On. You" Echo Echo said as he suddenly split into five identical copies.

"Wall. Of. SOUND!" each of the Echo Echo's yelled as they opened their mouths at the same time and let loose a massive wave of sound blasting the Titans back.

After the attack was finished all of the Echo Echos fused back into one.

Seeing an opportunity Starfire shot at Echo Echo as quickly as she could slamming into him and pinning him to the ground.

"You will stop fighting us now!" Starfire commanded

"I'll. Stop. Fighting? You're. The. One's. Who. Attacked. Me. Remember?" Echo Echo said as he struggled in her grip.

"You stole valuable gems from that store" Starfire argued

"No. I. Didn't. I. Was. Trying. To. Stop. Those. Three. From. Robbing. The. Store." Echo Echo shot back.

Starfire blinked, she hadn't expected that. She had sensed nothing but honesty from him but would not let her guard down. She was about to say something else when something new happened, the green symbol on his chest started blinking yellow and talking.

"New DNA sample detected, scanning" before anybody could act a yellow beam shot from the symbol and scanned up and down Starfire's body.

"Starfire get away!" Robin shouted in worry.

"New sample cataloged… warning onboard storage full, deleting old sample to acquire space… completed, Lepidopterran sample deleted, new sample stored, designation must be manually added" the symbol finished.

Echo Echo was a little confused himself, the girl who had him pinned must be an alien so the Ultimatrix took a sample of her DNA, but it can only hold 40 aliens so it had to delete one to make room.

'I hope I didn't lose any of my good aliens'

"What did you do?" Robin snapped at him angrily

Echo Echo smiled.

"Let's. Find. Out!" Echo Echo said as he freed his hand just enough to hit the symbol on his chest again. A flash of green light blinded Starfire for a moment before a fist connected with her face with such strength that it sent her flying backwards where she was caught by Robin.

"Star, are you ok?" he asked concerned for her

"Yes, but I believe we may have made a mistake" Starfire said

"Oh you made a mistake all right…" a new voice said from where they had last seen Echo Echo. Standing there now was a well build man with orange skin, his body covered by dark green armor, his hair was brown and fell down to the middle of his back, his eyes glowed green and he had a little stubble around his jaw.

Starfire let out a gasp when she saw him.

"He… he's a Tamaranian" Starfire said

"What? He transformed into one of your race?" Robin asked "I get it… that device on his chest scanned her right?" Cyborg asked "So I must have took a sample of her DNA which allowed him to transform into a Tamaranian"

"That must be how he transformed into all those other forms, he has a sample from a Necrofriggian too" Raven said

"So he can transform into any creature he has a DNA sample of. It's kinda like BB's power… only you know, cooler" Cyborg said with a smirk.

"HEY!" Beast Boy shouted

"Now, are you going to stop attacking me and talk or am I going to have to see what this new form can do?" Ben asked as his hand emitted a green glow they recognized from Starfire's skills.

Robin was about to say something else when an explosion drew their attention. It looked like Jinx had managed to get free and had fired a pink hex bolt into a group of cars causing a chain reaction. A flaming car was flying through the air heading towards the crowd of bystanders who were watching the fighting.

"No!" Ben yelled as he watched the car fly through the air. He raised his hands on instinct and fired a large green bolt of energy which slammed into the car blasting it into pieces.

With the threat gone Ben turned his attention back to the one who had caused the explosion but she was gone, along with her two friends.

"Aww man, I hate it when the bad guys get away" Ben moaned

"Umm guys, why did they leave him behind?" Beast Boy asked his friends

"Because he's not one of them" Raven drawled in realization

"Yes, he said he was trying to stop them when we attacked him" Starfire said in an ashamed tone.

Robin groaned when he realized the mistake he'd made, when they arrived on the scene they saw a wrecked street and the four of them standing in the middle of it all. He saw the large dinosaur looking creature climbing off the wrecked cop car and figured he was with the Hive.

Robin lowly approached the one they'd been fighting with his hands up.

"Ok, I think we need to talk" Robin said

"Are you going to attack me again?" Ben asked

"Not unless we have to. Truce?" Robin asked

"… ok, on one condition." Ben said

The Titans remained quiet ready to hear the condition.

"Tell me why I have a sudden craving for Mustard" Ben deadpanned making four of them face fault. Except Starfire who squealed and started ranting on about her favorite drink.

They were interrupted by the symbol on Ben's chest started flashing red, a moment later there was a flash of green light and standing in the Tamaranian's place was a teenage boy with short brown hair wearing a green jacket with the number ten on the left breast.

"Wow, it actually lasted a lot longer than it usually does" Ben said as he raised his arm up to look at a green gauntlet on his arm.

"W-What the, you're human?" Cyborg asked in shock.

"What were you expecting?" Ben asked "I'm Ben, and you are?"

"I'm Robin, this is Starfire, Cyborg, Raven and Beast boy. We're the Teen titans" Rabin introduced.

'Ok, so I guess they're not a football team after all' Ben thought

"Ok, let's talk…" Ben said but was interrupted when his stomach let out a loud growl

Robin smiled "Let's get something to eat first. Our treat"

V W V W V W V W V W V W V W V W V W V W V W V W V W V W V W V W V W

Ten minutes later the Titans and Ben were sat at their balcony table at their favorite pizza place. After ordering Ben started explaining where he had come from.

"That's impossible, nobody's smart enough to build a dimensional gateway" Cyborg argued

"Paradox isn't any regular human" Ben said as he took a slice of Pizza

"Anyway after getting here I saw those three robbing the jewelry store, so I transformed and tried to stop them when all of a sudden five jerks came out of nowhere and attacked me for no reason…" Ben said. Each of the Titans felt like they had a storm cloud over their heads.

"Ok, we get it, we're sorry…" Cyborg moaned.

"Eh, no big, my best friend Kevin attacks me for no reason all the time" Ben said with a shrug. "… and just like him, you all would have gotten your butts kicked in the end" Ben said with a grin.

"What was that?" Cyborg asked with a tick on his head

"Tell us about your powers" Robin interrupted before they could get into it.

"It comes from this" Ben said as he pulled back his sleeve revealing the gauntlet. "The Ultimatrix. It lets me to transform into different aliens"

"No human could have made that" Cyborg pointed out

"I didn't say a human did make it" Ben argued back

"If I was in my own universe then it could allow me to use over one million different aliens… but since I'm trapped here the link to Primus is broken, now I only have forty and one of them was deleted when It scanned Starfire, I wonder which one…" Ben trailed off as he pushed the buttons on either side making the hologram appear, he started cycling through the different form trying to figure out which one had been deleted

"Coool, lemme see" Beast Boy said as he moved forward trying to get a better look

"Hey, no don't…" Ben said as Beast Boy reached for the device.

A flash of green light later and Ben was replaced by a strange creature that looked like a cross between a lion and a gorilla, it had no eyes and gill like flaps on it's neck, it growled at Beast Boy and sent a quick swipe at him making him fall back.

Starfire meanwhile let out a large squeal before jumping forward and hugging the beast around it's neck.

"A Vulpimancer" Starfire said in joy

"Star' you know this alien?" Robin asked

"Yes, Vulpimancers are kept as pets and companions on Tamaran" Starfire explained as she let go of it.

The Vulpimancer raised it's paw and hit the Ultimatrix symbol, a green flash later and Ben was back and glaring at Beast Boy.

"Don't touch the Ultimatrix. You're lucky it was only on Wildmutt…" Ben warned

"What do you mean he was lucky?" Robin asked

"I can't always control the instincts of my aliens. When I was Wildmutt I had a sudden urge to eat the entire pizza, the plate it was on and the table" Ben said simply

"Heh, I can understand that, when I first changed into a cat I just went to the closest warm place and slept all day" Beast Boy said in an embarrassed tone

"Yeah but a cat can't wreck a city block" Ben shot at him.

V W V W V W V W V W V W V W V W V W V W V W V W V W V W V W V W V W

Meanwhile hidden deep beneath the city. A figure stood in the dark watching several screens replaying the fight between Ben and the Titans. The man watched the screen with interest with one eye through a black and orange mask.

"Interesting…" the man said

To Be Continued…

plz r&r. Oh, i need a name for Ben's Tamaranian form and Anodite form, any ideas?