Disclaimer: I own nothing and nothing owns me.

This was made out of sheer boredom and a sudden urge to get into the Ben 10 fandom. This isn't Bwen, Bevin, or Bwevin. This more or less focuses on a theory I have about the Omnitrix and the aliens it possesses.

Summary: A glitch in the Omnitrix and an accident with Gwen's magic leads to explosive results that could change things for the Tennysons.

Warnings: Slight interspecies cha-cha-ing, personal views and characters that aren't supposed to have personalities and slight bashings of Alien Force.

And now before I begin the actual story, a slight rant about alien force:

A.F. should never have been created! Come on, practically the entire thing contradicts the original series. Kevin was supposed to be in the Null Void for, like, thirty years. Gwen's magic only manifested after Hex came along and Ben was supposed to marry Kai and have Kenny. Continuance errors, much?

Okay, sorry to those of you who liked A.F. Good Luck.

Now, on with the story.


"Blew it! Blew IT!! BLEW IT!!"

The sounds of an agitated, slightly hysterical voice echoed through a range of trees as Gwen Tennyson repeatedly bashed her head against an oak. Her clothes in shambles, some singed pages of her spell book scattered everywhere and behind her, seven aliens stood nervously next to her shattered computer.

It had been a simple spell. All she had wanted to do was see if she could open a portal to another world, or maybe just a continent. And she had succeeded!

Unfortunately, it had been back behind the R.V. and Ben had snuck up behind her in the the form of XLR8.

Long story short, she had lost control of the magic force, Ben had timed out and now she was somewhere in England with several of Ben's aliens.

Staring at the very angry looking female they had all come to know as Gwen, stood XLR8, Fourarms, Ditto, Grey Matter, Stinkfly, Ripjaws and the original form of Ghostfreak. Ghostfreak seeming more and more amused each time the human's head smacked against the wood.

The seven non-humans were confused, to say the least, but glad to be near familiar faces. If they had been alone in this strange world, they may have very well have been doing what Gwen was at the moment.

"Uh, shouldn't we try and stop her?" Ditto finally asked, voicing everyone elses thoughts.

"Probably." Fourarms responded, getting up from where he had been sitting and slowly moving towards Gwen.

Lightly tapping her shoulder with his lower right arm, the tall red alien managed to get her attention, her head ceasing the banging and her eyes finally focusing on them all.

However, the peace only lasted about a quarter-second as the gravity of her being surrounded by aliens actually sunk in. And then she started screaming.

"AAAAAAHHHHHH!!"

"Whoah! Easy!" Fourarms said, waving his hands in front of him. This was not what he expected the second he got out of the Omnitrix. At the very least, he expected a 'Hello, how'd you get here?' Not a screaming human female.

"Wha- How-- You can't be here! You're supposed to be DNA in the Omnitrix! How the Hell did you get here?!"

"We'll tell if you stop screaming!" XLR8 yelled, covering where his ears would be, were he not wearing a helmet.

"Yes, we'll explain everything, just please STOP!!" Grey Matter added standing directly under Gwen so she could actually hear the very small alien.

Calming down as best she could, Gwen finally stopped screaming, but still looked anxious as the aliens released where the hearing appendages were. She also crossed her arms over her chest after finally noticing that her blue shirt had been basically burned off of her as a result of her spell. Her shorts were the same, but still hanging on.

"Ehem. Now that you're calm, let us explain why we're here," Grey Matter began, sitting down on rock about the size of Gwen's fist, "While it is true that we are part of the Omnitrix, it is not quite true that we all were just DNA. The creator of the Omnitrix, Azmuth, only said that for the protection of his most treasured creation."

Gwen blinked. Once, twice, three times, "So, you were all trapped inside?"

"Well, 'trapped' might be over-stating it..." Stinkfly added.

"Think of the Omnitrix, not as just a machine, but an organic creature, and inside there was a habitat for each of us." Fourarms said, scratching his head slightly. Unlike the others, the Tetramand had landed on his head.

"But, it is a machine." Gwen said, getting confused.

"Yes, but the highest form any alien machine can reach," XLR8 hissed.

"Yeah. And technically there's only seventeen living aliens inside the Omnitrix. Think of us as back-up in the event that the wearer's energy runs out." Grey Matter finished.

Gwen seemed to understand, but it was still an awful lot to process. Even for her.

"That still doesn't explain why you're all here." The read head emphasized, motioning around her.

"That's actually rather simple, child."

Suddenly remembering that Ghostfreak was hovering not ten feet away from her, Gwen felt a shiver as the alien finally spoke up.

At least he was back in his less creepy form, she could actually look directly at him and not visibly shake.

"Your special human talent transported us out of the Omnitrix as it timed out. It wasn't built to resist your.... what did you call it again?"

"... Magic?"

"Yes, that's it. And now here we are."

Looking at every alien, a nervous smile crawled across her face. It wasn't everyday she actually hung around real, actual aliens and not just her dweeb cousin. And they looked nice enough.... well, except for Ghostfreak. Even Ripjaws looked pleasant, seeing as he was just sitting under a tree breathing really hard-- Oh, crap!

Stumbling over to the fish of an alien, Gwen waved her hand in front of him to make sure he was still at least lucid.

"Ripjaws? Hello, are you alright?"

"...W-water... need.... water....." He gasped, leaning on the tree in desperation.

"Right! Right! I'll get it!" Bounding over to her torn spell book, Gwen looked for that incantation she saw that might be useful in a situation such as this.

The book's pages were scattered everywhere but, maybe, hopefully the page she needed was still attached. It was somewhere near the center, with a green tag on the bottom...

"Page 501.... page 501... page 50--- No!"

It wasn't there! That part of the book was gone! What was she gonna do? What-

"Looking for this?"

Looking back up, she finally saw the page, peeking out from behind Ghostfreak's fingers, innocently moving as a slight breeze passed by. Ghostfreak himself was still in the shade, seeming more amused than he had earlier. Even though you couldn't really tell.

"Yes!" She exclaimed, snatching it from the apparition in joy and moving back beside Ripjaws.

"Okay, let's hope this works," Slowly raising her right hand to Ripjaws gills, she read the words, "Aquarius Solidenticus!"

Slowly from her fingertips, light lines of electric blue energy worked it's way all about Ripjaws figure. It was, at first a little like fog settling over him, but then, the fog shifted it's shape and turned to liquid, encasing Ripjaws whole body, like a suit.

The fish of an alien's gills inhaled, the water on them soaking in. He could breath again.

Seeing this, Gwen smiled and let out a sigh. It had worked.

"You okay?" She asked.

"Yes... I think so." He replied, moving away from the tree, his right hand tracing the steady flow of water circling his neck. How strange it was, a fish out of water and yet in water. Humans were remarkable after all.

Ditto moved towards Ripjaws, eyes roving over him curiously, "What did you do to him?" He asked tilting his head Gwen' way as she moved to retrieve her papers, Grey Matter and Stinkfly assisting her as well.

"Nothing really. I just put a spell on him that attracts all the water in the atmosphere and condenses it around him. Now he can breath without actually being anywhere near water." She replied, accepting the papers from the other two aliens.

As she accepted the papers, Gwen finally noticed something different about Grey Matter. Much, much different, actually. Unlike when Ben turned into the short little alien, this one had hair. Very light grey hair, but hair none the less, and much lighter eyes. Also, this one was thinner and a little smaller than Ben.

The alien itself was becoming wary at the looks it was receiving from the human, shifting from foot to foot anxiously, "Is something the matter?"

"I'm sorry, it's just that you look... different. Ben never had hair...."

"The holder of the Omnitrix is a male. I am not." Grey Matter responded, twirling a piece of her hair between two fingers.

Gwen's mouth dropped open in shock. She hadn't seen that coming.

"You're a girl?!"

"As am I!" Stinkfly added, raising her hand happily as the rest of the aliens just looked on, seeming more and more entertained by the second. The face that Gwen was making was causing them all to hold in the urge to laugh.

"Wait, wait, wait! So, if Grey Matter and Stinkfly are both girls, then Ben's also been changing into a girl every time he changed into one of you?"

"No," Fourarms answered, "Again, we're only used as back-up. The DNA is encoded into him, so he's a male no matter what form he takes."

"...Well, except Wildvine...." Ditto added, snickering at the thought of the other alien.

Raising a brow, the human needed to know one more small thing, "So, if Grey Matter and Stinkfly are girls, are there any other girls inside the watch?"

"Yes," Ripjaws responded, "Wildmutt and Wildvine. Even though Wildvine is more of an 'It', the plant prefers more feminine aspects and prefers to be called 'she'."

Gwen looked satisfied, if not a little creeped out, with the answers given. She also felt a bit more relaxed, seeing as none of them looked like they were going to eat her or anything. They all actually seemed pretty nice.

However, the happy feeling quickly left her as she remembered just what she had done not fifteen minutes ago. She was somewhere in England of all places with a pack of aliens, clothes almost falling apart, with a broken laptop and no way to call Grandpa Max.

And Ben was... where was Ben?!


I shall up-date once I get enough reviews to sooth my ego and once I finish the next chapter. I'm thinking of making this more humorous than romantic. However, any suggestions will be helpful.