A/N: Hello all, this is my first time writing for this with a new story.

I would like to thank Ultimate 10 for allowing to take up his story and continue it.

Before I continue forward with this newer version of Ben 10: Prime Force, there are a few things I would like to point out:

On the Ben 10 side of things, this takes place after Ultimate Alien.

With Transformers: Prime side, this takes place at the beginning of season 1.

Omnitrix Notes:

Ben wears the new Omnitrix (Omniverse) with an evolutionary function.

Ben is aware of all the settings and modes but doesn't have the Master Control unlocked.

The Omnitrix stops Ben from being mind-controlled or having his mind read.

The Omnitrix stops Ben from dying.

Italics will be used for telepathy, thoughts, comm. Units, etc.

Now let's get started on this newer and hopefully better version of Ben 10: Prime Force!

(I don't own Ben 10 or Transformers: Prime).


Ben 10: Prime Force

Chapter 1: Crossing Over

It was only supposed to be a simple evacuation mission. You go in, help rescue the people, relocate them, and get out. How did it all turn into a fight for their survival?

In the vacuum of space, inside an enormous nebula, a humongous green, jet shaped spaceship was moving at close to hyper speeds. The gases of the nebula were mostly bluish-white with an outlining of orange. Tiny, baby yellow stars could be seen floating stationary inside the cloud of colourful cosmic gas. The spacecraft took defensive manoeuvres from the onslaught of red energy blasts being fired upon it.

The green interstellar spaceship was christened the Rustbucket 3. Inside the cockpit were three super-powered teenagers, doing their best to avoid being turned into space dust.

At the pilot seat was a muscular, broad-shouldered 18-year-old teen with shoulder length onyx hair and a rigid face. He was wearing black boots, blue jeans, a long-sleeve grey shirt and a short-sleeve black shirt to over it. This young man was Kevin E. Levin, a reformed villain, half Osmosian / half human, and a Plumber officer. A few droplets of sweat were racing down Kevin's face as he continuously manoeuvred the ship to avoid the barrage of energy projectiles fired at them.

On the other side of the cockpit was a 17-year-old, long auburn-haired beauty with her hair tied in a ponytail. She was wearing black shoes, tight blue jeans, a long-sleeve red button-up shirt and a black vest to go over it. This girl was Gwen Tennyson, one-quarter Anodite, black-belt, and Kevin's girlfriend. Gwen was typing frantically on a monitor in an attempt to contact help. Unfortunately, the only thing she was getting was static.

Seating beside Kevin, manning the co-pilots seat was a 17-year-old with shaggy brown hair and a lean body. He wore black/white sneakers, blue denim jeans, and a black shirt with a green jacket to go over. The jacket had two white stripes on the upper right sleeve and a single white stripe going down the left side. In the heart area of the stripe was a black circle with the number 10 emblazoned in white.

This teen was none other than the famous, intergalactic superhero, Ben Tennyson, or known throughout the universe as Ben 10. He was the bearer of Azmuth's greatest Invention, the Omnitrix. It was the most powerful device in the universe that stored the genetic code for over a million sentient life-forms and capable of turning its user into any one of those beings.

Ben garnished the Omnitrix on his left wrist. It was a wristwatch-like device with a white and green colour scheme. It had a black square-shaped faceplate, three green buttons on the left and right side, and two green stripes forming the outline of an hourglass over the faceplate.

Ben right now was looking back to how the trio even got into this dangerous situation in the first place. It started three days ago when he, Gwen, and Kevin were called to assist the Plumber forces in evacuating an entire planet. Apparently, this planet's star was on the verge of going supernova and destroying everything within the system. It was a hectic assignment but thanks in part to Ben's aliens they successfully evacuated the planet in time and relocated its population to a new, suitable world.

The three heroes were excited to be finally heading home. Though they felt good in saving entire species from utter annihilation, the trio was tired and eager to head back to Earth to relax for a while; especially Ben since a new season of Sumo Slammers was close at hand.

However, their trip back home turned into a fight for their lives. During their journey back to Earth, the trio was ambushed by an unknown battle-cruiser. The Rustbucket 3 had already taken a few stray hits but miraculously was still spaceworthy. The superhero trio had managed to get a few hits of their own on the battleship. Nonetheless, it didn't do much as it continued to fire at them.

Suddenly, the jet-shaped spaceship shook violently as a stray plasma blast shot the front starboard side. Alarms started blaring while red lights began flashing throughout the cockpit. Ben gasped from the sudden hit their vessel took. He turned towards his best friend Kevin for a status of the Rustbucket 3.

"Kevin, how bad is the damage?" Ben asked.

The Osmosian teen typed a few inputs on a monitor that brought up a status report of the ship's functions. He inwardly sighed in relief after seeing their current status.

"We're okay at the moment. The new shielding I installed is really holding up." Kevin answered.

"Remind me to thank you for installing it later if we survive," Ben replied. The Omnitrix bearer then turned his attention to his cousin behind him. "Gwen, have you gotten through to anybody?"

She attentively typed at the console, trying intensely to contact backup.

"Nada. I can't contact anyone. There is so much static and interference in the signal." Gwen complied, whose eyes were still glued to the monitor.

"Keep trying," Ben replied. A moment of silence passed before he spoke up. "Man, how does a simple evacuation mission turn into a fight for our lives?"

"You sound surprised," Gwen commented, turning her gaze to Ben. "I thought you would've gotten used to people trying to kill us."

"Used to it and liking it are two different things." Ben retorted.

"If you two are done I would suggest you strap in. I'm about to activate the new Quantum Hyper-Space Drive I installed last week." The black haired Osmosian mentioned.

Ben's looked at Kevin as his eyebrow rose out of bewilderment. "The what?" He asked confusingly.

"The Quantum Hyper-Space Drive," Kevin responded. "It's one of the most advanced hyper-space drives out there. With it, we can go one thousand percent faster than the speed of light and as a bonus…its fuel efficient."

Ben was still slightly confused. If it could make their ship go one thousand percent faster than the speed of light, then how could it possibly save on fuel reserves? But a more important question was, how could Kevin have possibly got his hands on a technology that advanced and was possibly very expensive.

"How did you get something like that?" Ben inquired shiftily.

"He purchased it," Gwen answered for Kevin.

Ben looked at Kevin with a faked shocked expression. "You bought it?"

"Ha-ha-ha…very funny Tennyson," Kevin responded cynically.

"Still," Ben's face became serious and a bit suspicious. "How could you afford something like that?"

"I saved up some money from my Plumber salary over the past year and... I had some people who owed me money in the black market, and they were generous enough to pay me back." Kevin smiled sheepishly at the last part.

"By 'generous' you mean you threatened to beat them up or rat them out to the Plumbers if they didn't pay you back, don't you?" Ben asked suspiciously.

"Wow Tennyson, you can sure read me like a book, can't you?" Kevin answered sarcastically.

'Well after spending two years with you, it's not that hard.' Ben thought.

The brunette sighed deeply before another question popped up in his mind.

"So… how does it work?" Ben asked.

"The Quantum Drive doesn't actually propel us at all. In fact, it bends the fabric of the space-time and bends it to where the outside is moving but we're seating stationary." Gwen explained, while still trying to contact help.

Ben processed this information given by his friends and actually understood it. He may not have the grades to prove it, but he was smart when he wanted to be.

"So… it's more or less like a conveyor belt?" Ben suggested.

Gwen turned her head to face Ben with wide eyes. "Y-yeah… that's a good comparison." She stuttered, slightly thrown off by her cousin's logical evaluation.

"Who knew Ben had it in him." Kevin joked with a smile. He inputted more commands into the terminal before speaking up again. "All right, I've activated the Quantum Drive. We just have to let it charge for a couple of minutes and then get ready to go faster than you ever have before."

"But what's to keep whoever's shooting at us from following us into hyperspace?" Ben questioned.

Kevin looked at Ben incoherently. "Dude we'll be going way, way faster than the speed of light. I doubt that even with their hyperspace drive that they'll be able to keep up. Much less follow us," He answered.

"I hope you're right," Ben replied. "Still, I wonder who it is attacking us."


The hostile craft was three times larger than the Rustbucket 3 and its main colour scheme was black and red. Its overall shape was similar to that of a tuning fork with a conning tower at the back. Crimson electricity fluctuates between the split ends of the ship, and barrages of red energy spheres were being discharged towards the green vessel it was pursuing.

Inside the command centre of the enemy battle-cruiser, a large figure sat upon a throne while dozens of drones manned multiple terminals situated throughout the room. The drones type frantically to keep the ship's functions optimal while simultaneously shooting at their target.

The being in the throne is roughly forty-foot-tall and his legs, torso, chest and shoulders were attired with red and black techno-organic Armor. Black cylinders protruded from his massive arms and the figure's exposed arms and head are coloured green. Tentacles hang down from its face like a beard while a breathing apparatus was positioned over his mouth. All in all, the atmosphere around this being was sinister and foreboding.

This being was none other than Vilgax, known throughout the universe as Vilgax the Conqueror. The once powerful warlord used to be the ruler of over ten worlds, but after his previous ship had crashed on Earth and everyone presumed him dead, his great empire quickly fell apart. Now that he had escaped from prison, Vilgax was seeking absolute revenge on the individual responsible.

His malicious red eyes honed in on the holographic image of the Rustbucket 3 evading their blasts. Suddenly, the ship abruptly shook as a laser projectile struck a section of the hull near the fusion cannon. Red flashing lights and loud alarms filled the humongous command centre of the battleship.

"We have a minor hull breach, but the engine and weapon functions are still operational" A drone informed in an alert manner.

The huge figure had his arms resting on the armrests of his throne-like chair. He looked at the drone with a stern expression.

"I didn't escape the accursed Null Void to be denied now!" Vilgax replied in a cold, raspy tone.

The holographic screen depicted the engine thrusters of the ship glowing brighter by the second. That could only mean one thing.

"Lord Vilgax, the enemy craft is preparing to enter hyperspace." A drone notified.

A vicious snarl emanated from Vilgax's throat. "Cripple their ship at once!" He ordered violently.

The drones resumed shooting at the Rustbucket 3, but it proved to be a fruitless endeavour. For every blast fired at the spacecraft would either miss its mark or inflict minimal damage. The drones then decided to concentrate their fire on the engines.

"I will obtain my vengeance. The Omnitrix will be mine and I swear upon my life… that I will have Ben Tennyson's head!" Vilgax declared angrily.

Another moment of countless shooting passed by until the drones finally inflicted a couple of direct hits on the green spacecraft's engines. The Rustbucket 3 shook forcefully as conflagration consumed both of the ship's jet-like wings.

"Lord Vilgax, their engines have been disabled." A drone reported.

"Excellent," The warlord rasped. "Fire the cable lines at their ship and reel them in."

After the drones inputted commands into their red monitors, two giant cables with drills attached fired out from the hull. The cables pierced the Rustbucket 3's hull in front of the tail and the lines tightened as Vilgax's vessel began reeling in the damaged Plumber ship.

A sadistic smile formed behind Vilgax's breathing apparatus. Phase One of his plan has succeeded. Now comes Phase Two, ending what he should've finished seven years ago. When he had escaped the Null Void a few cycles ago and acquired his new battle-cruiser, he vowed to get his revenge on Ben Tennyson and claim what was rightfully his.

Once he heard that Ben Tennyson and his friends were sent out on a mission to evacuate a doomed planet, via the Plumber communication signals, he knew that it would be the perfect timing to strike. They were bound to be exhausted from their mission and wouldn't be at their full strength to fight him. After locating their ship, he ambushed them and activated a scrambler pulse so that Tennyson and his friends would be unable to call for help.

It sounded like an ingenious plan, but deep down Vilgax knew that this was not going to be an easy task. He had years of experience of losing to the Omnitrix bearer to prove it. Nevertheless, the cruel, sadistic, and murderous aura around Vilgax seemed to grow stronger. He arose from his throne and walked toward the exit behind him.

"Prepare a strike team in the hanger," Vilgax ordered. He spoke quietly to himself. "You are mine now, Tennyson."


Ben's emerald eyes slowly fluttered open. As he returned to consciousness, he recalled what transpired merely moments ago. Kevin was telling him and Gwen that the Quantum Drive only required barely 90 seconds to charge and they would be in the clear.

But abruptly, a violent explosion shook the entire ship. Ben had hit the back of his head on his seat so hard he blacked out for a couple of seconds. The sounds of alarms filled his ears while red flashing lights enveloped his vision. Malfunction and error messages were appearing all over the computer terminals. It was obvious to Ben that their situation had gotten worse.

The Omnitrix bearer turned his gaze towards a panicked Kevin Levin pressing multiple buttons on a monitor.

"Kevin?" Ben said apprehensively.

"Our engines are out, the Quantum Drive's malfunctioned, and we're losing air in the cargo bay!" The messy haired teen explained in a panic tone.

"It only gets worse," Gwen added. "They fired cables at us and they're pulling us in!"

Ben quickly processed the information, despite the speed and urgency of their developing condition.

"We need to get into our Plumber suits now!" Ben advised.

Gwen nodded in agreement. She pressed a yellow button within her reach and a drawer slid out on her left that had three silver and white arm gauntlets stored within. The red-haired girl pulled out the gauntlets and took one while tossing the other two to Ben and Kevin.

Kevin caught his with his right hand and placed it on his left forearm. After an audible click, a white and black Plumber spacesuit expanded across Kevin's body. In less than a few seconds, Kevin was now wearing a Plumber spacesuit, including the strong glass helmet.

Ben and Gwen put their gauntlets on and spacesuits grew around their bodies in an identical fashion. The only difference in Ben's suit is that it has an opening on his left wrist to allow easy access to the Omnitrix faceplate. Unexpectedly, the screen in front of Gwen's seat began to bleep rapidly. She rushed over to it to determine the cause of the alarm. A couple of seconds later, the Anodite teen looked back at Ben and Kevin with a serious expression.

"We've got trouble. Proximity alarm was activated. We've got six boogies heading toward the ship." Gwen said alertly.

"Where are they gonna come through?" Ben inquired quickly.

She glanced back at the monitor for a couple of seconds before turning back. "Through the cargo bay,"

Ben nodded in understanding. He then turned his gaze back to Kevin, who was still typing frantically on the monitor/keyboard.

"Kevin, stay here and try and get the engines back up and running again. We'll call you if we need help." Ben said.

"Got it".

Ben and Gwen both rushed out of the cockpit and through two circular sliding doors that had the Plumber insignia painted on it. Once they entered the large cargo bay, the second doors slammed shut behind them. All the air in the cargo bay had already escaped into the vacuum of space, courtesy of the blowtorch contraption cutting through the ceiling.

The rectangle shape cut went flying out into space as five robots swarmed into the cargo bay. Ben and Gwen instantly recognized their design from seven years ago. They stood on three insect-like legs, were plated in reddish-orange Armor, and stood roughly fifteen feet tall. Though they were smaller than the ones in the past, the duo remembered them well.

They were Vilgax's attack drones. They first encountered them on that fateful summer road trip when Ben found the Omnitrix. After the five battle drones were inside, they formed a line across the width of the room and aimed their wrist blasters at Ben and Gwen. Ben placed his index and middle finger to the Omnitrix faceplate while Gwen supercharged her hands with pink mana. The superheroes and mindless automatons stared at each other for a second before a large figure dropped from the hole in the ship.

Ben and Gwen both gasped upon seeing who it was. The former's shock quickly turned into anger in the presence of his long-time foe.

"Vilgax!" Ben exclaimed in rage.

In order to fit inside the cargo bay, Vilgax mentally shrunk his body from forty feet to twenty feet, only a couple feet shorter than the ceiling. A large, deadly sword was sheathed across his back while a golden gauntlet garnished his left wrist. The dangerous warlord shot a lethal glare towards the brown- haired human he despised so much.

"Tennyson," Vilgax snarled.

"How did you get out of the Null Void this time?!" Ben demanded rather than asked.

Vilgax scoffed. "You as well as anyone should know that no mere prison, no matter if it's in this dimension or not, can hold me."

"I thought you would've finally learned your lesson about trying to kill me, especially after the Diagon incident".

Vilgax narrowed his eyes murderously at his archenemy. "This time will be different. As you can see…I've made some changes since our last encounter. I'm much stronger and powerful than ever."

"The only change I see is that you've made yourself even uglier than before." Ben countered, grinning cockily.

Vilgax viciously growled from Ben's insult, glaring at him with contempt.

"Enough of this! Destroy the Anodite, but leave Ben 10 to me." Vilgax commanded to his battle drones.

The battle droids charged forward and started firing crimson energy blasts at the duo. Gwen quickly summoned a pink mana shield in front of her and Ben. In a swift motion, Ben tapped the black Omnitrix faceplate. A green holo-ring appeared over the watch with the top half of the ring depicting the head icons for his transformations.

He pressed the icon that was already in the box at the top of the ring. The square plate slid back to allow the core to pop out.

"It's hero time!" Ben shouted as he slapped down the dial.

A green flash of light consumed Ben's body. His height increased by a foot-and-a-half as his skin colour turned to an assortment of blue and black. When the light died away, an anthropomorphic moth with the Omnitrix dial present on his chest stood in Ben's place.

"Big Chill!" Ben said in a cold, eerie voice.

Big Chill unfurled his wings and flew over Gwen's shield and towards the charging robots. The Necrofriggian inhaled deeply before releasing a sub-zero breath attack. The first three battle droids were immediately subdued as their forms were encased in thick ice. Ben, knowing that his mana user cousin could handle the other two drones, focused his attention on Vilgax.

The green gladiator growled in annoyance to see three of his attack drones already destroyed. Out of frustration, Vilgax had forgotten what this alien was capable of, and unsheathed his sword - which was engulfed with red flames - and rushed at Big Chill followed by a loud battle cry.

Ben had anticipated this move and simply went intangible. As the flaming sword phased through Big Chill, the sword and Vilgax's right arm were instantly consumed by thick sheets of ice. The Necrofriggian didn't let up as he hastily went through the ex-conqueror's torso, thus causing him to become completely frozen solid. Big Chill landed in front of Vilgax's frozen form and folded his wings to resemble a phantom-like cloak.

"Are you sure that you got stronger Vilgy… not just more reckless?" Ben taunted.

Suddenly, the black cylinders on the squid face warrior's arms ejected into his appendages. As a result, his arms grew twice as large and his already impressive strength increased by threefold. Cracks grew across the ice chuck encasing him until Vilgax finally busted out.

Big Chill immediately went intangible to avoid being hurt by his own ice whilst Gwen summoned a shield to cover herself. He looked at Vilgax to see the rage in his cold, red eyes had remarkably intensified.

"Pathetic," Vilgax hissed.

Before Ben could quip back, the golden gauntlet on Vilgax's left forearm illuminated. With quick reflexes, he snatched Big Chill by the neck, despite the fact that he was intangible.

"If you recall, I can easily touch your Necrofriggian's intangible form with the Shield of Ziegel."

Without warning, yellow-coloured electricity flowed from Vilgax's left hand and enveloped Big Chill's form. The Necrofriggian screamed in a raspy voice as unbearable pain shot through his body. This continued for about ten seconds until the gauntlet ran out of juice. Big Chill's arms and wings hung down as the electric attack stopped.

"Your attack methods haven't changed one bit, child." The warlord remarked as he tossed Ben into the cargo bay wall.

Big Chill grunted from the impact and fell to his hands and knees. His head rose shakily as he narrowed his eyes in anger at his adversary.

"Well…if that wasn't good enough for you…then maybe this will be. Time to go Ultimate!" Big Chill shouted.

He slapped the Omnitrix dial on his chest again. Four spikes extended from the dial as another green light enveloped Ben's body. After the flash had subsided, the only noticeable difference to Big Chill was that his body colour had changed to an assortment of red, orange, and yellow to give him a fiery appearance.

"Ultimate Big Chill!" He exclaimed loudly.

Another battle roar emanated from Vilgax as he charged at Ultimate Big Chill with his sword reared back. Ben inhaled deeply and as soon as his opponent got within range, he exhaled a large breath of fire. The plasma breath made contact with Vilgax's legs, causing them to instantaneously freeze over and be encased in a thick chunk of ice. Grunts escaped from underneath his mask as he struggled to pull himself free from the ice, but it was proving to be difficult.

Before Ultimate Big Chill could initiate another attack, a fairly large sphere of pink energy slammed into Vilgax. The force behind the blow sent the warlord flying to the other side of the cargo bay. He slammed into the wall with such force it pierced the hull of the ship.

The hyper-evolved Necrofriggian turned his gaze behind him to Gwen staring back with a smirk. It seemed she had no trouble in handling those two battle droids Ben left for her, considering they were merely piles of burnt metal and circuitry on the floor.

The two cousins turned their attention to the monstrous form of Vilgax, who was pulling himself out of the wall. He eyed down the two super-powered cousins with bloodlust eyes.

"You will not defeat me again, you children!" Vilgax declared.

This time, it was Gwen's to turn to quip. "I don't know…Ben and I have kicked your green butt plenty of times in the past. What's so different about this time?"

The green goliath shot daggers at Gwen before he proclaimed. "This time…my strength and my power have increased to extraordinary limits. No one can stand against me. Not even your new Omnitrix can save you now, Tennyson."

"Yeah, yeah, yeah blah-blah-blah, let's just skip the 'evil speech' thing and get to the part where we humiliate you and send you back to the Null Void already." Ultimate Big Chill rasped.

Vilgax snarled angrily. The warrior reared back his sword and charged at his most hated enemies again.

Meanwhile, inside the cockpit, Kevin was working tirelessly to bring engine functions and major systems back online. It was proving to be a difficult challenge considering the Rustbucket 3 took a big hit from the enemy ship. While he was typing on the monitor, typing codes to correct the errors in the systems, his curiosity got the best of him.

He turned on another screen to show the live video feed of the cargo bay. His eyes widen as a small gasp escaped his throat.

"Vilgax! But how?" Kevin muttered confusingly.

He was stumped at how Vilgax managed to free himself from the Null Void or even how he found them out here in the vast region of space.

The screen was filled with green for a second as Big Chill changed into Ultimate Big Chill. The black-haired teen began to work even faster. Kevin could only hope his teammates could keep Vilgax at bay until he could get the ship running again.

As he was correcting malfunctions in the computer system, something caught his full attention. On the terminal that displayed the meter for the Quantum Drive's charge level was still rising. Even though the computer clearly stated that there was a malfunction in the Quantum Drive's machinery, it was still charging, and it appeared it was only seconds away from reaching the green.

Kevin pondered on this predicament for a fleeting moment until a startling conclusion popped up in his head. The only way the Quantum Drive could still be charging was if it was about to…

Kevin audibly gasped as he swiftly activated the com-links to Gwen's suit and Ben's Omnitrix. "Ben! Gwen! We need to abandon ship… the Quantum Drive's energy field is building to overload!" He yelled.

Unfortunately, the warning came too late as the needle left the yellow and touched the green.

"Oh no,"

All of a sudden, the ship began to shake as bluish-white light consumed the Rustbucket 3's exterior. The light became brighter by each passing second, causing Kevin to shield his eyes and look away.

A ferocious roar bellowed out from Vilgax's throat as he swung his blade at Ultimate Big Chill. The hyper-evolved Necrofriggian easily went intangible and avoided the swing, only to witness Vilgax's sword freeze over. Nevertheless, the energy and heat coursing off of the blade easily melted the sub-zero ice.

Ultimate Big Chill flew around Vilgax, trying to keep his full attention, which was proving successful. After going a full circle, Ben landed in front of the warrior while dropping his intangibility and folding his wings over his body.

"C' mon…Vilgy…that can't be the best you can do." Ben mocked.

The Omnitrix bearer's jokes only enraged Vilgax further as he roared even louder and raised his sword vertically, preparing to bring it down on Ultimate Big Chill's head. However, Ben anticipated this move and easily went intangible and phased through the floor at the last second. There was so much energy behind the strike that his sword cut a deep crevasse in the floor that pierced the Rustbucket 3's hull outside.

After he pulled his sword out of the cut floor, he scanned the room for Ben, only to be met in the face with multiple pink energy spheres. Vilgax grunted loudly as he stumbled backwards from the pain being inflicted on his face. Gwen continued her onslaught by shooting mana out of her hands.

Gwen then concentrated her abilities and summoned mana tendrils out of her hands. The strong, pink tendrils wrapped around Vilgax, pinning his arms to his sides. Seeing his golden opportunity, Ultimate Big Chill phased back into the room and flew towards Vilgax's restraint form. Ben soared around Vilgax at high speeds while also exhaling a colossal amount of fiery-ice breath. It looked like a twister of fire was swallowing up the warrior's body.

A moment later, Ultimate Big Chill stopped flying around his opponent and landed by his cousin. The fiery Necrofriggian folded his wings as he and Gwen looked at Vilgax, who was completely trapped inside a large chunk of ice.

"Calamari on ice anyone?" Ben joked.

Without warning, Gwen's built-in com-link in her suit and the communication feature on Ben's Omnitrix blared to life with Kevin's voice.

"Ben! Gwen! We need to abandon ship… the Quantum Drive's energy field is building to overload!" Kevin said alertly.

Ultimate Big Chill and Gwen looked at each other in alarm.

"We need to get out of here fast!" Gwen said loudly.

"Agreed,"

Suddenly, the duo felt the entire ship shake violently. They ran out of the cargo bay and through the two doors leading into the cockpit, only to see blue electric charges consuming the window. The light became so intense that Gwen and Ultimate Big Chill were forced to cover their eyes from the blinding light.

"Kevin, what's going on?" Ultimate Big Chill asked in a ghostly voice.

"The Quantum Drive was still charging even though it was damaged. It's about to overload!" Kevin exclaimed with his eyes shut and his hands placed over his helmet.

"Let's get out of…"Ben was unable to finish his sentence.

Out of nowhere, an unexpected phenomenon appeared in front of the Rustbucket 3. A blinding white rip in space-time emerged in front of the green spacecraft. It continued to expand until it completely dwarfed Vilgax's battleship.

The outer edges of the rip were fluctuating rapidly with blue and gold energy. The suction force of the unstable portal sucked both the Rustbucket 3 and Vilgax's warship inside like water going down a drain. Once the two crafts vanished into the singularity, the vortex closed and disappeared… as if nothing was there in the first place.


TF: Prime universe, Earth's orbit

A bright yellow star shined brightly. Orbiting around the fiery behemoth were four rocky planets and four giant gas planets. The third planet was the only one harbouring life. It was a world where seventy percent of its surface was covered in oceans. The landscapes range from mountains, deserts, forests, arctic regions, to human civilizations. The natives of this world named their home Earth.

Without warning, in-between Earth and its barren moon, an enormous bluish-white rip in space appeared. Two objects were expelled from the fluctuating phenomenon before it vanished into oblivion. The first was a large green jet shaped spaceship. The exterior of the green craft was battered and dented in multiple places. Two cables were attached to the ship in the section of hull in front of the tailfin.

On the other end of the cables was a massive interstellar ship that was three times bigger than the ship it was currently attached to. It's colour scheme was mainly black and red while its overall shape was similar to a tuning fork with a conning tower at the back serving as the bridge.

The distance between the two spacecraft and the blue marble shrunk by the minute. Inside the cockpit of the Rustbucket 3, all the computer terminals were dark. As she returned to consciousness, Gwen weakly lifted her head off of the floor.

At first, all she remembered was that she had blacked out for an unknown amount of time. But the memories soon came rushing back to her. The fight with Vilgax, Kevin saying the Quantum Drive was about to overload, and then…white light filling her vision.

The auburn-haired girl looked around to see Kevin sitting in the pilot seat unconscious and Ultimate Big Chill lying face down on the floor. The Anodite teen steadily picked herself off the floor and walked over to Kevin.

"Kevin, you okay?" Gwen asked as she shook his shoulder.

A couple moans emanated from Kevin's throat as his steely blue eyes began to slowly flutter open. His vision was blurry for a moment before it refocused. The first thing he saw was Gwen, still in her Plumber spacesuit, and a worried look on her face. He shook his head to clear the cobwebs before he arose from the seat.

Gwen stood by his side to lend support. "I'm…ugh…peachy. But what happened? Where are we?" Kevin inquired.

"Good question," Ultimate Big Chill commented.

The hyper-evolved Necrofriggian had already picked himself off the floor, thanks to his impressive endurance. Suddenly, he turned his neck towards the closed door. From the other side, he could hear the sounds of ice cracking.

"But we've got a bigger problem…Vilgax. Gwen with me! Kevin…"

"Yeah, yeah stay here and try and get the ship under control, I got it," Kevin replied.

Gwen helped her boyfriend back into the chair before she sprinted towards the sliding door. Ultimate Big Chill floated off the ground and phased through the door. The first thing they saw was the icy prison Vilgax was currently trapped in breaking apart rapidly.

Once again, the iceberg shattered into pieces, freeing the now very pissed off green gladiator. He eyed both Ben and Gwen with a malicious stare.

"You insects will pay for that!" Vilgax threatened.

"Not today," Ultimate Big Chill whispered coldly.

Vilgax bellowed out once more as he charged straight at the duo. In response, Ultimate Big Chill went intangible and inhaled deeply while Gwen super-charged her hands with mana.

Back in the cockpit, Kevin was attempting to get the ship's systems back online. However, it was proving to be a fruitless endeavour.

"Come on you piece of scrap, work!" Kevin yelled frustratingly.

It was no use, unfortunately. The terminals were dead. It confirmed his fear that the circuitry and the computer boards were completely fried. All the controls, besides the steering mechanism, were completely worthless.

Kevin's panic and fear only increased when the view of a blue and green planet became bigger and bigger. The black-haired teen's eyebrow rose from suspicion and slight shock.

"Hey…this planet looks like Earth," Kevin noted.

He studied the planet's surface for a few more moments. He observed the oceans and the shape of the continents and discovered that it was an exact match to Earth's terrain.

"What the…it is Earth!" Kevin was silent for a moment before he chuckled a bit. "Heck, even though it was broken…that Quantum Drive still did the job."

His smile quickly faded when he realized that the ship was only seconds away from entering Earth's atmosphere. Kevin had mixed doubts that with the beating their vessel took that if it would survive in re-entry.

"Uh, guys…we're about to hit Earth's atmosphere. Brace yourself for re-entry." Kevin said over the com-links.

Ultimate Big Chill went flying backwards before he slammed into the floor and rolled across it a few times. He came to a stop near Gwen, who was face down and trying to regain her bearings. Ultimate Big Chill held back a groan as he lifted his head off the floor. His whole body was shot with throbbing pain, but Ben fought through it.

He looked up to see Vilgax's strolling towards him with his red flaming sword in hand. Suddenly, Kevin's voice blared through Gwen's com-link and Ben's Omnitrix once more.

"Uh, guys…we're about to hit Earth's atmosphere. Brace yourself for re-entry."

"We are in the Earth system? Good! Your homeworld will bear witness as I hold up your cadaver and claim your world as my own." Vilgax stated.

"Has anyone ever told you that you talk too much?" Ben retorted, narrowing his eyes at his archenemy.

Vilgax growled as he lifted up his sword and prepared to bring it down on Ultimate Big Chill. But the green warrior was interrupted as a powerful blast of mana slammed in-between his eyes. Even for an invulnerable titan such as Vilgax, getting smacked between the eyes still hurt. He stumbled backwards a bit before catching his balance.

The warlord shot daggers at Gwen, who was back on her feet. Her hands and eyes are glowing pink with mana.

"Back off," She commanded.

Before Vilgax could retaliate, he immediately noticed that Ultimate Big Chill was missing. Suddenly, for the third time, he felt his entire body freeze over as Ben phased through Vilgax's form from underneath.

At that moment, the Rustbucket 3 began to shake even more rapidly. Fire consumed the front of the jet shaped craft as it descended towards the planet surface. Upon re-entry, the cables attached to the Rustbucket from Vilgax's battleship snapped from the intense heat. The battleship fell uncontrollably on a perpendicular course to the Rustbucket 3 as the distance between the two spaceships became wider and wider.

Suddenly, the tail end of the Rustbucket snapped off and went flying back in the fiery, smoky wake of the ship. For the third time, Vilgax busted out of the sub-zero ice chunk only to be met with the strong suction force of the winds flying past the vessel. Vilgax's hands grabbed hold of the floor and planted his feet into it as well.

Ultimate Big Chill and Gwen leaned back, trying hard against the wind. An idea to get rid of Vilgax suddenly popped up in Ben's head…at least for a little while. The hyper-evolved Necrofriggian inhaled deeply before exhaling another fiery, super-cold breath attack.

Everything but Vilgax's head was encased in a thick layer of ice once more. Ultimate Big Chill then turned towards his cousin. "Gwen!"

She nodded her head in understanding. The Anodite teen's fist lite up with pink energy and charged up momentarily before she discharging a powerful blast of mana. Vilgax's red eyes slightly widened as a sphere of pink slammed into his head.

"Tennyson!" Vilgax cried out.

His frozen form went flying out of the large opening in the cargo bay and disappeared in the flaming wake of the Rustbucket 3.

Ultimate Big Chill went intangible and levitated off the ground. He picked up Gwen and made her intangible too before phasing through the wall and into the cockpit. Ben made him and his cousin tangible again upon entering the room.

The fire was the only thing that could be seen out the window. Gwen ran towards Kevin while Ben floated behind her.

"Kevin?" Gwen asked, specifically on the ship's status.

"We're coming in hot! And the controls aren't responding!" Kevin answered.

"How long till we impact?" She inquired.

"Three minutes," Kevin answered.

"Then we better abandon ship while we still can." Ultimate Big Chill said.

The fire in the windows dissipated and a clear view of a desert region, thousands of feet in the air, came into view. Ultimate Big Chill grabbed Gwen's left arm with his right hand while he grabbed Kevin's right arm with his left one. Focusing hard on his abilities, Ben was able to make all three of them intangible.

Ultimate Big Chill floated upwards with Gwen and Kevin in tow and phased through the roof of the cockpit. The trio flew outside and was unaffected by the heat coursing from the ship's hull. Ben flapped his wings and ascended into the clouds, putting a safe distance between them and their flaming ship.

The Rustbucket 3 remained fairly intact during its descent, despite losing its tail and a chunk of the backend. Fire engulfed the nose and underside of the vessel as it continued its fall down into the desert region below.

It was early morning in the town of Jasper, Nevada. The yellow sun was beginning to peak over the eastern horizon and the many rocky plateaus that fill the landscape. A black sky was turning into one of blue with pink-purplish cloud wisps that resembled a paintbrush stroke. The serene feeling to the ole country town was shattered as a loud boom echoed across the sky overhead.

If anyone was outside, they would've seen a fireball falling from the sky. The object passed clean over Jasper and descended west, miles and miles away from the city.

The Rustbucket 3 finally crash landed inside a wide, deep lowland area with nothing but sand and rock filling the bottom. An audible explosion could be heard for miles as the ship made an impact and shook the earth. An onyx mushroom cloud arose from the wreckage and high into the atmosphere.

As the smoke slowly dispersed, a large crater spanning a half a mile in diameter could be seen at the bottom of the gorge. In fact, the impact was so powerful and destructive that both ends of the canyon walls had collapsed over a hundred feet back. The impact zone was nothing more than a smouldering area of fire, smoke, and rumble.

The only remains of the Rustbucket 3 were pieces of small green plating scattered around the bottom of the crater.

Ultimate Big Chill, Kevin, and Gwen dropped out of the sky and descended towards the crash site. They landed ten yards from the smoky rim of the big hole in the ground. The trio stared at the smoking crater for a few moments.

A flash of green light brought Gwen and Kevin back to reality as Ultimate Big Chill turned back to Big Chill and then back to Ben. The emerald eyed teen stepped forward and gazed at the wreckage for a few seconds before breaking the silence.

"Well... this sucks." He stated.

He then started looking around to observe their surroundings. It was obvious they were in a deep, wide gorge in the middle of a desert. But the question remains, where?

Ben turned around to face his friends. "Okay, so does anyone know where the hell are?"


A/N: Well I hope you enjoyed! If I made any spelling or grammar mistakes anywhere please tell me. Leave any questions & comments in the review box. Until next time… TOAA out.