Ben 10 and the Animorphs

Disclaimer: I don't own Ben 10 or the Animorphs I just can't resist writing about it!

Pairing/s: Don't have a clue yet…

A/N: I hope you'll enjoy this fic, enjoy! (Man I sound like a hotel greeter…)

Ben's POV…

My name is Ben Tennison I'm telling you my name in hopes that my Grampa or Gwen will find this tape and know what happened… I've been running for, how long have I been running? I've been running for so long I've forgotten. Oh yeah, I've been running for a whole year. Why am I on the run you ask? The whole thing started out near the end of last summer…

Flashback…

"Hey dweeb, ever think that you should exit the internet before turning the computer off?" Gwen said angrily as she tried to debug her PC.

"Hey, I said I was sorry!" I said as he was messing with the buttons on the Omnitrix.

"You two quiet down while I fix the engine" Grampa Max said with a genuine grin.

Just as we were about to go, we heard explosions in the nearby city. Grampa Max turned the RV around and went full speed towards the city of Bakersfield. Just as they got to where the explosions were, we saw a whole army of Vilgax's robots flying around and destroying practically everything in sight.

"It's hero time." I said as he pressed a button on the Omnitrix and became Cannon Bolt, and started to bash the robots to bits. Suddenly a figure materialized out of thin air while I was still fighting the robots. It was Vilgax…

Grampa Max took out an alien blaster, "Get outta here Vilgax or do I have to blast you first?" Grampa Max said coldly as he pointed the blaster at Vilgax and prepared to fire.

"Really Tennison you really think that puny blaster will stop me? If you think that then you are a fool." Vilgax laughed as he gave a swift punch to Grampa Max and sent him flying into a wall.

Ben had finished off every robot and the Omnitrix had powered down. I felt rather proud that I had taken out a whole army of robots all by myself. "Hey did you guys see me kickin' some serious robot but back there?" I asked proudly as he turned around to see that Grampa Max and Gwen were no longer behind me or anywhere in sight for that matter. "Grampa? Gwen? Where are you guys?" I shouted as I ran around looking for them. Where are they?I thought as he tried to turn into XLR8 but the Omnitrix wouldn't work. Great now what am I gonna do? Ithought as I ran throughout the already-evacuated city (because of the robots) calling for Gwen and his Grampa Max, but they were nowhere to be found…

Grampa Max's POV…

Inside an old Warehouse…

I was getting thrown around like a punching bag. Vilgax has gotten much stronger than ever. "Gwen get out of here!" I gasped as I just barely dodged one of Vilgax's punches.

"Isn't there any thing I can do?" Gwen asked as she was running to the warehouse's doorway.

"Go get Ben and get away from here as fast as you can!" I shouted as Vilgax punched me and slammed me into a metal wall. From the bruises and scratches I've gotten in the last two minutes this thing is about to get even uglier…

"Prepare to die Tennison." Vilgax sneered.

Gwen's POV…

From what Vilgax is doing to Grampa I'd better find Ben fast! I thought as I ran down a torn up street.

"Gwen! Grampa! Where are you guys!" Ben shouted from another street.

"Ben! I'm over here! The next street over!" I shouted as I ran through an ally and saw Ben. He ran towards me.

"Gwen there you are!" He looked around, "Where's Grampa!" He added urgently.

"That's the problem! Grampa is fighting Vilgax and he's losing! Worse than that he might get killed!" I practically screamed.

"Let's get over there as soon as possible!" Ben cried and started to run.

"Wait, Ben why don't you go alien to get there?" I asked sarcastically.

"The Omnitrix needs to recharge and it's not done." Ben said and then he added, "Come on show me where they were fighting!" Then I led the way to the warehouse as fast as we both could run.

Ben's POV…

Gwen and I were running as fast as our feet could carry us towards a warehouse.

"Gwen," I said suddenly as we closed in on the warehouse, "did Grampa look like he'd be able to last a while with Vilgax alone?"

"No, not really," Gwen replied with a worried look as she kept running.

"I guess that we'll have to hope for the best…" I trailed of in thought. What's going to happen if Vilgax wins? If my Grampa loses… NO! That won't happen! At least I hope so... Gwen and I were at least fifty yards away from the warehouse when the Omnitrix turned green. "Yes!" I whispered. I kicked the doorway open and ran into the warehouse. I also gasped at the horror I saw…

My Grampa was bruised and bloody, and Vilgax was still using him as a punching bag. His eyes were half closed, but he looked at me with a sad pained look. As if he knew that he was going to die any minute. I knew that I should've done something but all of a sudden I felt so weak. I froze up in fear for my Grampa, and then the Omnitrix popped up and started to spin. I felt suddenly full of feelings of rage, malice, hate, and a lust for the thrill of killing Vilgax with nothing else's help. I wanted to kill Vilgax in the most violent way possible…

Grampa Max's POV…

Vilgax dropped me when Ben ran in, and he started to walk towards Ben laughing maniacally. "Ben…" I croaked as I tried to get up. But it was no use I had no strength left. "Ben… Get… Out… Of … Here…" I said as I made another attempt to get to my feet. But collapsed once again.

"Grampa I can't get Ben to move!" Gwen cried as she rushed to my side and tried to help me up.

"It's no use Gwen," I gasped as I was gasping for breath. "Get Ben out of here."

"But that's just it; I can't get him to budge!" Gwen said as she tried to help me again.

Just then I saw Ben was just standing there with Vilgax closing in on him. I shouted, "Ben you and Gwen get out of here now!" Then everything went black…

Ben's POV…

I saw my Grampa he just… He just went limp, limp as a rag doll. Vilgax… he killed him! I thought with alarm and confusion.

"Looks like your pitiful grandfather couldn't take a little beating." Vilgax laughed. "See you can't possibly win… Or else…" He picked up my Grampa and pointed one of his wickedly sharp claws at his neck. "You know what will happen…" Sneered Vilgax.

"You're going to kill him! I'll… I'll…" My voice just cut off.

"You'll what? Use the Omnitrix? I know all the forms that you've got, you can't possible win. Surrender now and I will spare your Grandfather from his death." Vilgax said with an evil grin.

The Omnitrix stopped spinning and it went down all by itself. "Villains like you don't even deserve to breathe!" I screamed.

"Is that a no?" Vilgax said as he inched his claw closer to my Grampa's neck.

"I promise you one thing Vilgax!" I spat in a voice full of hatred and malice, "I'll kill you…" I said with a voice that was no longer my own. I felt my teeth melding together and growing sharper. "You Vilgax are the kind of being that makes me sick! You are the kind of scum that doesn't even deserve to live, to know what it's like to have a life!" I screamed in pure rage.

Rrriiiiipppp!

The back of my shirt ripped as two large wings grew out of my back, each wing was ten feet in length and they had sky blue feathers. My hair turned light-blue, and my shoes ripped open as my feet turned into razor-sharp talons, two in front and one in back. Each of my fingers turned into talons as well. I was entirely sky blue and I felt powerful. That wasn't the horrifying thing about it though. I felt like an animal that just got out of a cage and I was ready to rumble.

Gwen's POV…

I saw Ben become a monster; I saw him and Vilgax fighting like wild animals. When the fight started Vilgax dropped Grampa and lunged towards Ben who was now in his new form. Ben dodged Vilgax so easily it was almost effortless and he struck Vilgax with a roundhouse kick and sent him flying. I rushed towards Grampa and tried to drag him away from the fight, but it was hard to do since he was bigger than me. I got him to the RV and I got out the First Aid Kit and tried to stop the bleeding… I hope Ben will destroy that scum Vilgax for doing this!

Ben's POV…

I was over-powering Vilgax with blue energy blasts and powerful super-attacks. "Face it Vilgax, your going to perish for what you've done to my Grampa!" I said as I hovered in mid-air and swiped my claws madly at him ripping his armor away and tearing into his chest like knives.

"You will pay Tennison!" Vilgax gasped.

"What are you gonna do about it?" I laughed with a different voice that sounded older and more commanding. I was using my taloned right hand to strangle Vilgax as he struggled like a mouse in a trap.

"Tennison, stop!" Vilgax gasped

"Why should I? Things are just getting fun…" I squeezed even tighter on his throat as he struggled. "Vilgax how dare you think that the Omnitrix is weaker than you!" I screeched as I let go and lunged at him. My fangs were ready, my claws were poised and I was on top of him and ripping and tearing his life away…

"Auuuuurrrrgggghhhhh!" Vilgax cried out in agony as I ripped him apart like a wild animal. Those were his last words that he said, he was dead…

Let the feasting begin. My instinct told me and I followed it. Inside my mind something said, No! No! No! This I wrong! Horribly, totally wrong! Stop! But the rest of my body wouldn't listen the instinct was too strong. Nothing I did stopped me from doing it. My will was simply not there…

Gwen's POV…

Back in the RV…

Grampa had woken up in a daze but he was going to get better with time.

"Where's Ben!" He said urgently as he staggered to get up.

"Ben's in the warehouse fighting Vilgax." I answered quickly.

"Ben won't be able to defeat Vilgax alone! I have to…" My Grampa winced in pain, "Help him…"

"Grampa, you don't understand! Ben turned into some new alien and last I saw he was destroying Vilgax!" I stopped to take a breath.

"Well we've got to help somehow; Vilgax has a way of holding on to life even in a near death state." Grampa said as he made for the door with me right behind him. We were going to help Ben the best we could. But when we got to the Warehouse it was the horror we saw…

In the Warehouse…

I saw Ben as the Blue Winged alien that wasn't much of a surprise but it was what he was doing that really horrified me and Grampa. He had killed Vilgax and what was left of Vilgax was just lying there unmoving. Ben was leaning over him and feasting on his flesh.

"Ben?" I said silently as I reached for his shoulder. His elven ears twitched and he spun around.

"My kill! Mine!" He screeched wildly as he waved his claws at me.

"Ben, the instincts of you new alien have taken over." Grampa said as he took a step forward. Then he added, "Ben wouldn't hurt us though…"

Ben's POV…

"Rrrrraaauuuuuwwwwgggghhhh!" I roared as I lunged towards a man who I thought was trying to steal my kill. It was mine! It shall always be mine! I thought in as I leaped on top of him.

"Uuuurrrggg!" He cried as I landed on top of him. "Ben…" He said like a silent plea as his eyes closed waiting for my move.

No! This is wrong, he's my Grampa! I'm killing him! No… I thought in confusion and suddenly my control snapped back and I was aware of everything that I was doing. It horrified me… I instantly hopped off him and I felt a wave of horror.

"Grampa!" Gwen cried as she tried to listen for a heartbeat. She lifted her head and looked at me with hate. "Get. Out. Of. Here!" she screamed at me as she picked up a pipe and batted me with it.

"Gwen, I'm sorry… I didn't mean…" My voice trailed off.

"Sorry won't be enough if Grampa dies!" She spat as she hit me again.

"I'll help Grampa to the RV." I offered hopefully.

"Never mind your help! We have had enough of your help!" She said with a voice full of hate. "Nobody wants your help anymore! I've seen where your help leads to!"

Those words stung like poison, but they were true. I looked at my clawed hands they had blood on them. I tasted the alien blood in my mouth, those short memories flooded back into my mind like a waterfall. I had hunted, I had killed, and I nearly killed my Grampa on an instinct. I had felt the ecstasy of the hunt, and had enjoyed every minute of it. "Nooooooo!" I screamed as I took off trying to leave everything and every memory behind me. But I know that I'll never leave the memory behind and that why I'm running, running from everything I once knew. But one day I know that I'll see them again but I have a feeling that that meeting will not be a pleasant one…

End of Flashback…

So now you know why I'm here and why I'm not with anyone. I'm a dangerous thing, with powers beyond belief. But unfortunately I have no control over it, I long to be with my family again, but I'm too dangerous to be around. I've seen so many strange things with the Omnitrix on my wrist, I thought there was no downside, but that year ago that seemed so long had told me that it made me a monster. I came to a town, told myself I'd stay. The woods were my home now or so I thought. Soon I was found by the Social Services and was adopted by a family in the same town. I lied about my last name, I lied about my family. No-one's going to know who I am or where I came from. I thought as I walked into my new home, but I will never consider this a new home.

Cassie's POV…

In School…

I had finally gotten to school. Everyone was in the hallway was running and chattering like lunatics.

"Hey Cassie. What's up?" Rachel asked me as she opened her locker.

"Nothing much just helping out my Dad pick up an electrocuted Owl after school." I replied as I closed my locker.

"Morning Cassie," Jake said. As he passed me he whispered, "Meeting at your Barn after school."

I nodded in response. Then the school bell went off and I went to English class.

"Alright class, quiet down." The Teacher said plainly, "Class I'd like to introduce a new student." He motioned to a brown haired boy in green pants and a white shirt. "This is Benjamin Tennison." Ben sat down again.

At lunch Rachel and I saw Ben sitting all alone so we invited him to our table. "Hey Ben, so…" Rachel's voice trailed off at the sight of his cold stare.

"This is Rachel and I'm Cassie." I said with a grin. But he just stared and turned his attention to his food.

"Well excuse us for trying to be nice." Rachel said sarcastically.

"Sorry, just thinkin'" His voice trailed off. That was the last word at our table.

School ended rather noisily. Hey Cassie! Tobias's thought speak voice said as he hovered above the crowd. I walked to my house and had to help my Dad before I could meet up with the rest of the Animorphs in the Barn…

Ben's POV…

After school I walked towards my house. But I had a feeling that Cassie and Rachel were hiding something, and I was gonna find out what. I went to Cassie place through the woods. I saw five kids go in the Barn and I saw a hawk go in through the rafters. I crossed the field and I found a large chip in the Barn wall so I went Grey Matter and slipped in…

I listened intently. Marco and I have been scouting out another way into the Yeerk Pool and we've found one The Red-tailed Hawk said with telepathy.

Then the brown haired boy said, "Where is it?"

"Well, I was going to tell you of our igneous spying but since you only seem interested in the results it's the big stall in the Gap store at the Mall." The Black haired boy said with a wise guy grin.

Wow this thing is big! Yeerks! NO never again! I will not, will not get involved with aliens again! Never! Ben thought. Suddenly he noticed the Hawk staring straight at him.

Guys! The Hawk said. Something is watching us! He swooped towards me and snatched me up and I struggled.

"Let go of me, you feathered raptor!" I cried in my nasally Grey Matter voice.

Not a chance! The Raptor said as the other kids stared at me. One of them morphed in to one thing that rivaled Grey Matter's intelligence, an Andalite…

Who are you! Why are you spying on us! The Andalite said as he pointed his razor sharp tail at me.

"My name's Grey Matter thank you very much!" I said sarcastically.

You still have not answered my question. Why are you spying on us? The Andalite said as he inched his tail closer towards me.

That's it. I'm ditching this dump! I thought as I bit the Hawk's talon and as he let got I ran through the crack that I came in.

As I ran across the field I heard the Brown haired boy say, "We've gotta get him!" and they dashed out of the Barn. But I had already gotten away and at the edge of the woods the Omnitrix powered down and I ran all the way home.

Ax's POV…

In the Woods…

Yesterday a spy had gotten away. I and the rest of the humans who called themselves the Animorphs have no idea if he was with the Yeerks or not. It is a danger so we must be on the lookout at all times. I performed my morning ritual and talked to Tobias.

Good morning Tobias I said with a cheery Andalite expression.

Morning Ax-man Tobias answered as he closed in on a mouse.

I was getting thirsty so I headed towards the brook for some water. What I didn't expect was seeing someone there…

Ben's POV…

"I don't want to be involved… Never again!" I mumbled as I threw a stone into the brook. My ears twitched and I felt a slight new change in the wind, you know the kind you get when something moves. I jumped up, "Who's there!" I shouted and I saw a blue figure mostly hidden by the trees. Then I felt a new mind surface, it just said, Andalite…

I ran in the opposite direction and I kept running all the way to an abandoned construction site. I looked around and I dug through debris and found nothing of interest. I was entranced with finding something, but I didn't know what. I saw some up churned dirt and I dug and what I found was about to change my life…

It was a simple cube, a simple, glowing, blue cube.

Breep! Breep! Breep!

The Omnitrix went haywire and it shocked me to the core when living wires came out of it and attached it self to the cube. I was being fused with all of the attributes of the forms in the Omnitrix. I felt the strength, speed, intelligence, acrobatics, and a bunch of others just there like I was unlocking new powers or something. When the Omnitrix stopped and the wires disconnected from the cube it left me feeling like a drained battery. I took the cube and I trudged home. This cube probably has something to do with those Animorphs. They'll be looking for this…I thought as I got home and plopped down on the bed and fell into yet another dreamless sleep.

A/N: Hope you enjoy this first chappie! Please review OR ELSE I WON'T UPDATE!