Episode 1

Bellwood Preparatory Academy, a boarding school for the truly gifted, ranging from grades 3rd to 12th. The school is separated into two buildings depending on age. The first building is for children of ages 9-13. The second building is for children of ages 14-17. As an academy for gifted children, this school is mainly for young individuals who actually apply themselves in their studies or physically work hard to become the best. Basically, it's for kids who either spend most of their time with their noses in books at the local library or playing outdoor sports, nonstop, instead of staying at home, playing video games until bedtime, only to stay up all night reading comic books. So I suppose you can imagine how a young man who actually enjoys indulging in such activities can feel when he is actually asked to attend such a school.

Normally, parents would have to pay a rather large tuition fee to allow their child to enter such an esteemed academic program. In fact, the child themself would have to actually prove that they are gifted enough to enter such a program before the school officials can even consider allowing them to so much as see the campus. Both fortunately and unfortunately for previously mentioned child, once every year, a child is chosen depending on their score in an aptitude test. Whomever receives the highest marks ranging from 96-100% on their test is granted a free tuition to BPA, regardless of age or… background.

"Oh, man!" Exclaimed 10-year-old Benjamin Kirby Tennyson as he laid his eyes on the advanced school for the second time in his life (including when he and his parents were invited to take a look at the campus). "The one test I had to guess on every question, and I end up acing the whole thing. And what do get? A free trip to Dorksville."

Yes, as he said, young Ben Tennyson was given the highest marks on his aptitude test than anyone in the entire school district. A perfect 100 to be exact. When his parents received the letter in the mail that invited him to attend BPA, he was less than excited to attend a school comprised of, quote-unquote: "A bunch of know-it-alls". Alas, since it was such an esteemed curricular program, plus the fact that they were allowing Ben to attend the school for free, his parents insisted that he attend. And so, having no say in the matter, here he stood. Luggage full of personal belongings, clothes and a new school uniform (it being a high esteemed boarding school and all) in one hand, school supplies in the other and inside of the backpack on his back.

He was currently wearing black and white sneakers, green jeans, and a white shirt with a black stipe going down the middle of the front, as well as having black at the bottom rim, at the ends of his sleeves, and at the neckline. As a part of the school dress code, during school hours, the boys were required to wear red neck-ties and long brown pants, while the girls were required to wear red bow-ties and blue skirts. Both genders were required to where the same white button-up shirts. The dress code alone was enough to make Ben already dislike the place. To him, the only thing the school had going for it were the sports teams (particularly the baseball team) and the serious lacking of any school bullies as far as he knew.

After saying goodbye to his parents one last time until they could visit in the next thirty-or-so days, Ben made his way to his new room. He was told ahead of time that he would be living with a roommate named Kevin Ethan Leven; unfortunately, his first meeting with him wasn't exactly what one would call "friendly".

KNOCK-KNOCK-KNOCK

"Yep." He heard the voice on the other side of the door answer.

Using his new room key, Ben unlocked the door, revealing something that mildly surprised him. It was a white bedsheet that seemed to be separating the room right down the middle. On one side, there was nothing but a bed, a dresser, a closet, and a nightstand with two drawers. On the other, there was a well-enough furnished side with a tall boy, looking to be around Ben's age, who appeared to be finishing up putting up the bedsheet barrier. The boy had on a black, sleeveless shirt with grey rims, grey pants, black sweat bands around his wrists and black sneakers. He also had on a particularly angry expression for some reason despite his attention seeming to be exclusively on the bedsheet.

"Um… hey?" Ben greeted his new roommate. "You must be Kevin. I'm Be—"

"I know who you are," responded Kevin. "but I don't care."

When he appeared to finally be finished with his work, he turned and walked directly toward Ben.

"Five rules:" he said as soon as he was directly in front of Ben, "1. Stay on your side of the room. 2. Don't talk to me. 3. Don't touch my stuff. 4. Keep the noise on your side of the room quiet. And last of all, if you're on the phone with your girlfriend or your mommy and daddy, take it outside. You break any of these rules…"

He finished his warning by punching his fist.

"Get the picture?" He said to Ben.

Ben gulped and nodded his head. With that, Kevin walked back to his side of the room. Ben quickly and quietly made his way to his side and began unpacking. Seeing as how his room was shielded from the view of his roommate, Ben decided that it would be okay to pin up his favorite Sumo Slammers posters on the wall. Once he was finished unpacking, he laid down on his bed but couldn't help but feel apprehensive about being here. He always thought that this place was only for know-it-alls and stuck-up snobs, but now he was here because of one test that he aced, and on nothing more than a fluke, no less! He wondered how long it would be until they found out the truth and kicked him out. Well, regardless, he was certain about one thing; tomorrow when he starts his classes, it's sure to be miserable.


The following day as he sat in his first class, Ben soon discovered that he was wrong about this place. As it turns out, this place wasn't miserable. It was far worse. Even between classes, everyone only talked about nerd stuff that went right over Ben's head. He would rather be with his Grandpa Max, even if it meant that he would have to eat his crazy bug food. A few classes later and already being bored out of his mind, Ben slowly dragged himself along to his next class. That was when he noticed what was right outside of a nearby window. He stopped and just looked out the window. He saw an outdoor basketball court, a tennis court and a volleyball court, and not too far away was a baseball field. Ben could picture himself walking up to the home plate dressed in a baseball team uniform, bat in hand and a helmet on his head. He would be chewing bubble gum to show off that he was a pro, occasionally blowing a bubble.

As he would plant his cleats into the square painted next to the home plate and raise his bat to hit the ball, he would give the pitcher a confident smirk. The pitcher would pull back his arm only to reverse this action in a much quicker fashion. He would release the ball, allowing it to fly through the air. It was heading straight for the umpire behind Ben. Ben followed the ball as it drew closer and closer. As soon as it was close enough, he swung—

"Um, excuse me?" Came a girl's voice, pulling Ben out of his fantasy. "What do you think you're doing?"

Ben turned his head to see an unfamiliar face. It was a girl with red hair, green eyes, much similar to his own, and she was giving him a suspicious look.

"None of your beeswax." He responded.

"You know you're going to be late to your next class."

"Sheesh, I was only taking a look outside. Is that a crime?"

"No, but as future student body president, it's my job to make sure that everyone follows the— Are you even listening?!"

Ben went right back to staring outside as soon as she started talking.

"Nope. Who are you again? Never mind, I don't care."

The girl scowled at Ben's rude behavior, but she soon took a deep breath and answered his previous question as calmly and respectfully as possible.

"My name is Gwendolyn Ledger. And it is a pleasure to meet you. And your name would be?"

"I'd tell you, but I just don't care. Also, I wasn't really listening."

Ben's response made the girl, whose name he decided was way too long to bother even listening to, let alone remember, grow red in the face.

"I don't appreciate your disrespectful attitude!"

"Good, cuz' I don't appreciate your face!"

RRRIIIIIIIINNNNGGG

"Oh, no!" Exclaimed Gwen as soon as the bell rang. "Well, now we're both late! Thanks a lot!"

"You're welcome, a lot." He responded with his own sarcasm before walking off to his next class.

"Who are you anyway?!" She asked as he walked by.

"None of your beeswax!" He called back one last time.

Ben knew that he wasn't going to like being here, but that Gwendo… whatever-she-said-her-name-was girl only made it a lot more undesirable.

Gwen Ledger was actually wishing looks could kill, because this boy was truly being such a major pain that it was forcing her to pull one of the angriest scowls she had ever made. Deciding not to make matters worse by scowling at the boy all day, making herself even more tardy than she already was, she then hurried off to her next class.


Even by the time of Gwen's free period which followed after, she was still feeling rather peeved at that boy. She would like to make a mental note to get back at him later on, but she knew better than to use her "resources" for petty vengeance. She was currently walking around the school courtyard, but even the peace and quiet was doing nothing for her emotional state. Feeling a need to vent out her frustration to someone, she decided to call up a family member. As soon as her older sister answered the phone, she immediately began expressing her discontent. The call went on for almost half of her free period.

"I mean, c'mon! Can you be any more disrespectful?!" Gwen exclaimed, finally ending her rant.

"All this because you were late for one class?" Her sister finally responded.

"It's not just the class, C.C.! It's his whole attitude!"

"Wait. Wait. What did you say his name was?"

"(sigh) I don't know. He just kept insulting me and then left."

"Huh. Well, maybe he was just having an off day. I know I've had those. Maybe when you run into him again, he'll be feeling better."

"Yeah, well… eh, maybe. I don't know."

"Well, I've gotta get going. Uncle's having me pick up the groceries."

"Oh, okay. Well, thanks for talking."

"Hey, I'm always here for my favorite little sister."

"Yeah, right. I'm your only sister."

"Ergo, my favorite. Oh, I'm at the store."

"Okay. Bye, C.C. Love you."

"Love you, too, Gwenny."

As she hung up her phone, Gwen realized that she was feeling much better. She always felt better when she talked to her family. She was about to sit down and enjoy the rest of her free period when her phone suddenly received a notification.


Ben hoped that he wouldn't run into that annoying girl ever again. For a short time, he actually thought that his wish had almost been granted since he didn't see her for almost a quarter of lunch hour. Unfortunately, lo-and-behold, she arrived, holding a lunch box in her hands. She walked over to a nearby table with a few other girls and sat down. Ben was currently sitting at the far end of the table he was eating at, right next to a bunch of other kids who were talking about smart stuff that he didn't understand.

Gwen saw the boy she met earlier that day sitting a few tables down from her. She thought about what her sister said to her and decided to talk to him again. She waited until lunch had ended and when she saw him leave the cafeteria, she did so as well. She caught up to him in the hallway on her way to her next class.

"Hey, excuse me!" She called, getting his attention.

"Huh?" Ben turned around in response to hearing someone calling out to him and was not happy to see that Gwen-dolly girl approaching him from behind.

As the boy gave her an unamused frown, he turned away from her and began walking faster. Gwen responded to this by quickening her pace so that she could catch up with him. As soon as she was right next to him, she started talking.

"Um, hey." She awkwardly greeted.

"Hello and goodbye." He responded to her, quickening his pace once again.

"Wait!" Gwen quickened her pace.

"What do you want, Gwendelle or whatever your name is?"

"It's Gwendolyn! Gwendolyn Ledger!" She responded with an irked tone before changing into a much calmer tone, "But for simplicity's sake, you can call me just 'Gwen'."

"Can I call you 'annoying'?" He asked giving her a sideways smirk.

She glared at him for that remark but then took a deep breath before speaking again.

"You know, it's only fair that if someone tells you their name, you should return the favor."

"Why? I never asked for your name in the—" The boy stopped speaking and walking, making Gwen stared at him, confused at his sudden pause.

"Hello?"

After ignoring the 'Gwen' girl's call, Ben walked over to what had caught his attention. It was someone watching the news on their phone. He looked over their shoulder and watched the news report.

Gwen followed the boy and saw that he was watching something that someone else was watching on their phone. It was a news report about what had happened earlier that day. On the report, there was a truck floating in mid-air. It appeared to be caught in some kind of light-blue bubble along with two guys wearing ski masks. Beneath them was a girl with red hair who was all dressed in black except for the purple sash around her waist and the blue and yellow bracelet with a red circle in the middle on her right wrist. She was raising her hands up toward the truck. Her hands appeared to be glowing with the same color glow as the bubble above her.

"Awesome. That's Lucky Girl!" Gwen heard the boy exclaim.

"You know about Lucky Girl?" She asked him.

"Um, duh! Everyone in Bellwood knows about her. She's an awesome superhero."

"Oh," Gwen couldn't help but smirk at his reaction to seeing Lucky Girl, "so you like Lucky Girl."

"Um…" the sound of the kid holding the phone caught their attention before they proceeded to walk away.

"You kidding? She's so cool! She's got magic and it's like she knows what's going to happen before it happens."

"Well, that's why she's called Lucky Girl. Luck is always on her side."

"Man, I wish I could be a superhero." As the boy walked away with a grin on his face, Gwen felt that this was starting to go rather well.

She followed him.

"Yeah, Lucky Girl is pretty great. She may be the greatest superheroine who's ever lived."

"Yeah. You could learn a thing or two from her, like how not to be a total dweeb."

Her attention was caught by the boy's rude comment.

"Excuse me?!"

"I'm just sayin', maybe if you a little more like her then maybe you wouldn't be so… y'know, you."

"Me?! Who do you think you are?!" She exclaimed

"Hey, it's not my fault you're such a—"

"Don't you dare even finish that sentence!"

"I'm just saying you're a—"

"Stop it!"

"Dwwweeee…"

"Shut up, you… you… doofus!" That last word was enough to silence the boy.

Not wanting to continue conversing with him, Gwen walked away. The more she found herself talking to him, the more that she eventually disliked him, and as he watched her walk away, he knew that he felt the same way that she did.


The toll of the fancy-pants school bell meant that the school day was finally over. Ben went straight back to his room to relax with some Sumo Slammers video games, but when he passed by the same window that he was caught staring at earlier that day, Ben looked out on the various outdoor sports areas. Unlike how they were earlier that day, since it was the end of the day, various students were outside playing on them.

Ben directed his attention to the baseball field. He saw several students playing baseball. Disregarding his previous plan, he did go back to his room, but it was only to drop his backpack off and change out of his uniform. Now sporting his green jeans and a white shirt with black edges and a black stripe going down the middle, Ben grabbed his baseball glove and made his way to the baseball field.


While Ben was busy with baseball and Gwen was off somewhere drowning her troubles in a good book, even greater troubles were making their way to Earth. Two extra-terrestrial ships were rushing past Mars. One ship was rather large and trying to shoot down the much smaller ship in front of them. The smaller ship was already falling to pieces as it continued to take heavy fire from the larger vessel. On board the larger ship, a large alien lifeform with a face that resembled a squid sat at the bridge, giving orders to everyone onboard the ship.

"Keep firing on that ship!" He ordered in a deep, thick, raspy voice. "I want its cargo! The omnitrix will be mine!"

On board the smaller ship, the alien lifeform in charge of protecting the ships only cargo was currently trying her best to keep her ship together. She was almost at her destination and hoped against hope that she could deliver her cargo on time.

KABOOM

The ship had taken so much fire that it had become crystal clear that there was no hope of her delivering her cargo in one piece. So, she was left with a choice; (a) attempt to beat the odds and continue forward, or (b) drop her cargo and hope that it reaches its destination without trouble. She secured the cargo and set the coordinates for where it was supposed to land. She hurried to launch the cargo to its intended landing zone on Earth… but she was too late. Her ship had taken too much damage and it exploded soon after the final shot was fired upon it. Fortunately, the containment device around the cargo was designed to withstand situations greater than that. That shot triggered a launch and shot the container straight to Earth.

"NnnoooOOOO!" Screamed the one in charge of the larger ship. "Lock onto that thing, now, and retrieve it when it lands! I'm not going to let the omnitrix get away so easily!"


After Ben had arrived at the field and told the students playing there that he wished to play as well, he tried to show them what he was capable of; unfortunately, his skills were about average, so they turned him away. The sun was going down and Ben was currently spending his time walking around campus thinking of ways that he could redeem himself on the baseball field. Suddenly, his ears picked up a strange sound coming from above him. He looked up and thought that he saw a shooting star. He kept staring at it, thinking it as a sign of good luck or something, but as he continued to watch it, he saw that it was growing bigger and bigger. It didn't take him long to realize that it was literally coming right for him.

Screaming at the top of his lungs, he ran away and let the mysterious object hit the ground. Unfortunately, he was still close enough that the impact was enough the knock him to the ground. The impact was so strong, in fact, that it was sure to have been heard across town. As the smoke cleared and Ben slowly got to his feet, he started to make out what was behind the wall of smoke. His eyes widened when he saw a crater. He walked up to it and looked inside to investigate. He looked down into the deep-but-not-too-deep crater and saw something metallic and round at the bottom.

"Whoa, cool! A satellite!" He exclaimed. "I've gotta get a pic of this."

After climbing into the crater, he pulled out his phone and was about to turn on his camera when the metal device started moving. He backed away a little as it opened up. A flash of green light blinded him, but as it dissipated, he was soon able to see what was inside the "satellite".

"Huh? A watch?" Ben questioned as he stared at the small black, white, and green wristwatch-shaped device.

He reached out to grab it, but as soon as he was close enough, the device jumped up at him, its straps opening, and latched onto the wrist of his left hand, its straps reconnecting.

"AAAHHHHH!" Ben screamed, shaking his hand in an attempt to shake the device off as if it were a living creature, which, at the moment, he feared it was.

Ben ran out of the crater and all around in his frantic panic until he finally tripped over a rock resulting in him falling flat on his face. That was enough to finally calm him down. He slowly got into a sitting position while rubbing his face before looking at the strange watch on his wrist. He eyed it awkwardly and tried to slide it off of his wrist, but it didn't move. He tried pulling on it even harder, and when that failed, he attempted to lever it off with a stick he found, but that too proved to be useless.

"What kind of watch are you?" He said as he began fiddling with it.

Suddenly, after pressing two buttons on the sides of the watch, the watch face popped up and the face changed in appearance. The two inner corners of the hourglass shape on the watch came together and overlapped each other. Now the face had a rhombus shape on it and inside of the shape was the silhouette of something humanoid, muscular and—strangely enough—had four arms. Ben—curious and surprised about the device on his wrist—twisted the watch face. When he did this, the silhouette changed to something else. It was also humanoid, only it was skinny and looked like it had a rather large head with two bumps on top. He twisted it again and saw something with very large hands and flat feet. He twisted the watch face one more time and saw something that looked like it had hair that stood up in a way that its hair resembled flames.

Ben thought for a moment and touched the face. Then he applied pressure and pushed the face down. Instantly after doing this, he suddenly found himself becoming engulfed in a bright green light. He felt his body quickly but painlessly change. His arms became covered in rocks, he grew a few feet taller and he suddenly felt a little warmer. When the green light faded away, Ben looked at his arms and made a terrifying discovery.

"I'M ON FIIRRRRE!" Ben screamed in a raspy, more mature voice that was not his own. "AH-AH-AHHHHHH! SOMEONE HELP! CALL THE FIRE DEPARTMENT!"

Ben then started batting at random parts of his body in an attempt to put himself out, not yet realizing that his body was not on fire, but was, in fact, made of fire, or at least, flaming rock. As he batted at himself, his hand eventually came in contact with something on his chest just as he slammed his hand against it. The green light returned and Ben felt his body change again. The flames went out and rocks fell away from his body. Once his hands were freed from the burning rock, his skin was revealed to have turned grey and he suddenly had three fingers on his hands. His clothes were now a single jumpsuit with a similar design to that of his favorite t-shirt. His eyes expanded, as did his head and everything around him seemed to grow.

"Huh?! What just happened?" Ben asked as the green once again faded and he took notice of how everything around him was suddenly larger, but then he stopped worrying about that and focused on something else. "What the heck?! Is that my voice?!"

His voice was suddenly of a higher pitch than usual, but he stopped worrying about that when the sound of loud footsteps came to his unseen ears.

"Over here! I think this is where that voice was coming from!"

Ben looked over to where the voice came from and saw three police officers (two males, one female) running straight toward him. Once they were close enough, he immediately discovered how much larger they were compared to him.

"Ahhh!" He screamed before running away.

The truth had dawned on him too late, for just when realized that he was smaller, he had already fallen down into the crater again. After he hit the bottom, he looked up and saw the officers looking for him. He tried to call out to them, but he was too small, ergo, his voice wasn't loud enough to reach them. And so, after staring at the crater for a bit, still unable to see Ben, they left.

"(groan) They can't hear me. But I suppose that makes sense seeing as how my size seems to have diminished substantially, so the sound waves of my voice don't carry as well through the air." Ben paused suddenly when he realized how refined his vocabulary was. "Wait, how is my vocabulary so refined… and how do I know what the definition of the word "refined" is? Hmmm…"

"It would appear that this form that I have mysteriously partaken has a surprisingly high intellect." Ben thought."Higher than any human I'd wager. But why am I like this?"

"Wait a second! The watch! That weird alien watch must be the cause of all this! Not long after I touched it, I was suddenly transformed into that fire guy, but then I started batting at myself and then I changed into this form. Now, if I could only find out why I changed that time… Hm?"

Ben then caught sight of something reflecting the sun's light into his large eyes. Holding a hand to shield them from the light, he discovered that the cause was glass. Upon closer inspection, he discovered that it was his phone. He happened to drop it when the watch surprised him when it attached itself upon his wrist. The screen was cracked but it still served as a good enough mirror. As he looked at himself for the first time since touching the watch, he was taken aback by his appearance.

"Wow! Is that me?!" Ben turned around to look his whole body over and discovered something about himself. "Hey! The watch! When I first transformed, it was due to touching the watch face. Now it's appeared on my back. Perhaps a similar effect occurs when touching it like before."

"Perhaps that's what triggered the transformation the second time. I must have had it when I was that fire guy and touched it to transform into this."

With a hypothesis in mind, Ben started reaching behind his back.

"So… if my reasoning is correct…" Ben slap his little hand against the watch face on his back, focusing on being human.

As soon as he hit it, a red light filled his vision and he felt his body change. He opened his eyes and looked around. Everything was the right height again. He looked down at himself and saw that he was normal again, aside from the alien, transforming watch on his left wrist.

"Woah." Was all that he could say before getting to his feet.

He looked at his new watch, thinking.

"This is coolest thing that's ever happened to me."

Suddenly, the sounds of sirens blaring in the distance alerted him that more authorities were on the way. He feared that if they were to find him and his new watch, then they would probably make him give it up. What if they tried to take it away? Then again, it was stuck to his wrist. But what if they tried to cut it off? Ben needed to act fast. The sirens were getting louder, meaning that the authorities were getting closer. With no other options coming to mind, Ben used the watch. He scrolled through various aliens (he figured this while he was still that small, grey one seeing as how the watch seemed to come from space) until he decided upon a skinny looking one with a tail.

Ben slammed down the face and a green glow surrounded him. He felt his muscles growing underneath his skin, which actually hurt a little. His eyes suddenly turned yellow and his skin turned blue. His feet were reshaped around small orbs beneath them, his hands turned into claws and he sprouted a tail. The light faded and he looked down at himself.

"Hmm, I've got a good feeling about this guy." He said in a raspy voice before a visor suddenly closed down, before his face.

And so, he took off running at incredible speeds in the opposite direction that the sirens were coming from. He stopped before reaching the edge of the campus and doubled back, making sure to go around the crater where he found the watch. In a manner of seconds, he was already zooming through the school doors, through the hallways, to the dorms and stopped right at his door.

"Too cool!" He said as the visor came up to reveal his face. "I hope this works again."

Just like last time, he slammed the watch face (now on his chest) with his clawed hand and was engulfed in a red light. Before he knew it, he was human again.

"Nice."

Ben opened the door and almost walked into the bedsheet that divided the room. He entered his side of the room and closed the door behind him. After lying back on his bed to admire his little gift from the stars. He could hear his roommate, Kevin, watching videos on his laptop computer. It almost made Ben jealous to not have one of his own. It would have, too, if not for him being the proud owner of an alien watch that could transform him into super-powered aliens.

Feeling curious, he pressed the two buttons that made the face rise and started turning the dial so that he could look at the different aliens that were on it. Though they were only silhouettes, he could remember if he had seen them before. It was when he dialed in the fire-guy for the fourth time that he understood that he only had a set number of aliens to choose from. So, starting from the fire-guy, Ben counted the aliens until he came right back to the first one. He counted a total of 10 aliens. It wasn't a lot, but it was still cool to be able to transform into any one of ten aliens at any time.

"Hey, what's that?!" Ben heard Kevin's voice say.

Afraid that he had been found out, Ben instantly hid his watch behind his back and looked at the bed sheet. It hadn't been disturbed, but it was indeed Kevin who spoke. He must have been reacting to whatever video that he was watching. Ben could hear what sounded like a news reporter.

"I do not know what it is that I am looking at, but it looks like some kind of… giant robot!" Said the reporter.

His curiosity once again peaked, Ben snuck over to the bedsheet that divided the room and pulled it a little so that his eye could see the other side. Kevin wasn't turned completely, but he was turned enough so that Ben wasn't in his line of sight. As for Kevin's laptop, it was, conveniently, in a position that allowed Ben to see what was on it. The video that was currently playing on the screen was a live news feed from Downtown Bellwood.


Meanwhile, in the library, Gwen was carrying five books over to the table that she was sitting at when she suddenly walked past another student who was watching something on her phone. It was the very same news feed, the word "LIVE" in bold, red, all capitalized letters in the top right-hand corner of the screen. Gwen hurried over to her table and placed the books down so that she could pull out her own phone (which she had put on silent when she entered the library) only to see that there was recent notification that she missed.


Ben and Gwen both saw the robot when it came into view on the screens. It was massively tall, orange, had three legs and red eyes. They also saw that it could shoot lasers from its hands. Ben would've stuck around to see more, but that was when Kevin finally turned around and saw him.

"Hey!" Kevin shouted just as Ben pulled his head back and let go of the sheet.

Kevin pulled back the bedsheet and looked Ben dead in the eye.

"I told you to stay on your side of the room, Tennyson." Kevin said, making his way over to Ben while punching the palm of his hand.

The next thing Ben knew; he was being thrown out of his own room by his roommate.

"Just for that, you get to spend the night in the hallway." Kevin shut the door and locked it after saying this.

Ben would've unlocked it with his dorm room key, but when he searched his pockets, he discovered that he didn't have it. He theorized that Kevin must have taken it while he was picking him up. Ben looked down the hallway and saw some of his fellow students watching something on their phones. From the sound of their excitement and fear, Ben guessed that it had to have been the same news feed that he and Kevin had seen.

Ben looked outside via a nearby window and saw some kids doing the exact same thing with their phones or computers. Ben thought about what he should do. On the one hand, he could just leave it be, let Lucky Girl handle it and probably just have fun with his new watch. Then again, what if Lucky Girl couldn't handle it? What if she and the police were to get destroyed by this thing? On the other hand, he could go and use his watch to help them and be a real hero. People would love him, Lucky Girl might notice his heroics and want to team up. Then again, the latter was more like a pipedream than a real life possibility. Ben soon came to a decision and made for the nearest exit.


Meanwhile, Gwendolyn was already outside and well on her way to somewhere private. As soon as she was sure no one could see her. She closed her eyes, straightened her posture and spoke an incantation in an ancient language causing her hands to become enveloped in blue, orb-like auras. She crossed her arms and in one swift motion, she spread them out to her sides. The blue light that covered her hands then spread like tendrils around her being until she was encased in magic like a blue cocoon. The magic then broke apart and dissipated, revealing Gwen, now all dressed in black except for the purple sash around her waist and the blue and yellow bracelet with a red circular charm in the middle on her right wrist. She also had the letters "L" and "G" in calligraphy embroidered on the chest area of her costume overlapping each other and a feline-like mask over her face that was meant to protect her secret identity. Her eyes had also changed color from green to blue.


Once he was outside, Ben quickly made his way to the bushes and transformed back into that fast, blue alien. He used his super speed to dash all the way to the emergency. Meanwhile, Gwen as Lucky Girl was already well on her way there, riding on blue magic. Ben had arrived downtown, hiding in the shadows of a nearby alley. Upon seeing the giant robot up close, Ben discovered that it was much larger in person. The lasers that it shot from its hands were capable of cutting a car in half and blasting a building into "Swiss cheese". Ben was starting to have second thoughts about his decision.

The police were currently trying all that they could to fight back against the robotic threat; unfortunately, the robot's armored shell and superior weaponry made it virtually impossible. Suddenly, out of the sky came a young sorceress riding on blue magic.

"Lucky Girl!" Said the police captain. "Are we glad to see you!"

"Woah! Lucky Girl in person." Ben couldn't help but grin. "This is so cool!"

"What is that thing?!" Lucky Girl asked after landing before the officers.

"We honestly have no idea! It just fell out of the sky and started shooting everything up!"

As if on que, the robot took aim and fired on them. Lucky Girl spoke a quick, one-word spell as quickly as she could while waving an arm. The blast hit a blue barrier that spread from her hand. Her barrier managed to protect her and the police, but it was more difficult than she anticipated.

"Whatever that thing is, it's strong." She said after the robot stopped shooting. "What about the people?"

"We already evacuated everyone on the street. Even the news crew with a little more effort." The captain responded.

"Wow!" Said Ben as the blue alien. "She stopped that blast with just her magic. So cool!"

"Wait, look!"

Soon after it was done shooting them, it starting turning its head this way and that.

"It's as if it's… looking for something." She acknowledged.

"Looking for what?" Asked an officer. "More stuff to blast?"

"Stand clear. I'm going to try a dismantling spell."

Lucky Girl rode her magic so that she could get close to the robot. She then cast her spell, but the robot managed to turn its head in time to see what she was doing. The robot then jumped into the air, avoiding the magic shot and allowing it to hit a streetlamp. In an instant, the lamp was disassembled into nothing but screws, wires and parts. The robot spun its legs in mid-air before it landed. The robot instantly shot its lasers at Lucky Girl, who blocked it just in time, but was still thrown off balance by the impact of the blast hitting the wall of mana.

"Uh-oh, that doesn't look right." Said Ben. "Maybe I should do something."

The robot took aim again.

"Fast!"

Ben took off toward Lucky Girl, who now managed to regain her composer just in time to see a flash of red light heading towards her. Ben jumped, but realized that she was too high up to reach this way. She screamed and shielded her eyes, but then the red charm on her bracelet flashed a faint light that was hardly noticeable. Ben reflexively twisted the watch face on his chest and slammed his claw against it. He was once again enveloped in a green light. The next light that followed was the light of the flames that he shot out of his hands to offer him a boost before he spun himself around, causing the flames to circle around him and anyone else who was nearby. Lucky Girl was nearby.

The shot passed right by them as they were carried down to the sidewalk. The flames dissipated, revealing Ben as the fiery alien with his arms around Lucky Girl, not directly touching her. He backed up as she opened her eyes. She was surprised to see herself safely on the ground. As she pondered on why she was still alive, she felt a strange warmth behind her, as if something tall was on fire. She turned around…

"Uh… eh-heh, hi."

… and then screamed.

"Wait! Let me just—"

BLING-BAM

She threw a blast of magic at the tall, flaming creature behind her that knocked him back a few feet.

"Okay. That hurt… a lot." He said as he got to his feet.

"Who are you?!" Lucky Girl exclaimed at Ben. "Are you responsible for this?!"

"What?!"

"Don't play dumb with me, fire demon." Lucky Girl's hands started glowing blue.

"Wait, you've got it all wrong! I'm the good guy!"

While the two of them were talking, the robot took this time scan Ben's body.

"Yeah, right!"

"No, really! I just want to help!"

"Why should I believe you? How do I know you're not working with that giant thing?"

"W-well, I…"

The robot saw just what it was looking for, and it was attached to Ben's chest. Ben looked to his right and saw something red. Lucky Girl followed his gaze and saw the robot charging up another blast.

"Lucky Girl, look out!" Ben shouted.

Not really thinking ahead, Ben reacted by running in front of Lucky Girl and throwing fire at the giant mech. He hit it right in the face, blinding it and pushing it back a bit. The sudden movement threw off its aim, causing it to hit the ground next to them.

"Woah! Nice!" He said after witnessing his very first real attack against a dangerous enemy in a world where he didn't need a video-game controller to do so. "Being this fire guy is a real blast…! A Heatblast!"

Ben continued to throw fire at the metal giant's face until he saw the robot step on a car. He threw a fireball at the vehicle and it exploded beneath the metal giant's feet, throwing it off balance. Lucky Girl saw her chance and took it. She threw a blast of mana at the monster and succeeded in knocking it down.

"Woah! Nice work with the car!" Ben turned his head and saw that the one who had just complimented him was none other than Lucky Girl herself.

"Uh, it was nothing?"

Ben felt a great sense of pride welling up inside of him; however, this did not last long.

"Oh, no!"

Ben turned around after hearing Lucky Girl's verbally express her displeasure and saw that the reason was because the robot was getting back up.

"Oh, man!" He exclaimed. "What's it gonna take to beat this guy?!"

"My magic isn't strong enough to break that thing's armored shell and your fire doesn't seem to be doing anything, either!" Said Lucky Girl. "We need to try something else!"

Ben tried to think of something but then looked at his chest and saw the watch face.

"Hey, wait a sec!"

"Huh?"

"Alright, watch. Give me somethin' good."

Lucky Girl watched him with curiosity as he twisted the strange symbol on his chest and then slammed his hand against it. Ben was enveloped in a green light and felt the burning rocks fall off of his body only to reveal that his skin had changed into rock itself. The rock's surface was polished and shiny like diamonds. The transformation spread throughout his body. His eyes turned yellow and his entire body was diamond-like. Lucky Girl was blinded by the green light but recovered soon after the light dissipated.

"Who are you?! What happened to that 'Heatblast' guy?" She asked him.

"I am that 'Heatblast guy'."

The robot fired its laser at them and Ben immediately ran right in front of it. For some reason, he felt that he would be alright. He held up his arms in front of his face and they suddenly changed shape into sharp blades. The blast hit but instead of reducing the two of them to dust, the blast bounced off of Ben's arms and into the sky. It wasn't until just before the blast stopped firing that they finally realized it. After the blast stopped firing, Ben looked himself over and saw that his entire body was now diamond-like. He looked at his blade arm as both of them turned back into hands and saw his reflection in it. As soon as he saw his face and head, a new thought entered his mind.

"Only now I have a giant diamond for a head… Hmm… How about… Diamondhead?!"

The robot rushed toward them and Ben out stretched his arms. Tiny diamonds suddenly started firing out of them and at the robot. Unlike the previous attacks thrown at it, some of the diamonds were actually able to pierce its armored shell.

"Wow!" Exclaimed Lucky Girl. "Who says diamonds are just a girl's best friend?"

Ben smiled and scratched the back of his head in embarrassment at the compliment.

"I have an idea. I'll try to get him to shoot his laser at you and you use your arms to reflect the blast back at him."

"So, in other words… we give him a taste of his own medicine." Ben sharpened his arms into blades again. "Let's do it."

Lucky Girl rode her magic and flew around the robot, using her magic attacks to provoke it into shooting at her.

"C'mon, big guy, hit me with your best shot!" She shouted as she attacked.

It worked, the robot took aim at her, but at the last minute, she stopped the spell that she was riding on and dropped down. When the robot shot its blast, it hit Ben's arms and the blast bounced off of them and into the ground. Ben then started moving his arms so that the beam of red light moved with him until the angle was perfect. With the sound of an explosion, a clean headshot finished it. Smoke erupted from its head and the robot fell back.

"We did it!" Lucky Girl exclaimed riding her magic back to Ben.

"Oh, yeah! Who's bad?!" Ben exclaimed as he started to perform a little victory dance.

"Hey!" Called Lucky Girl, gaining Ben's attention as she landed before him.

"Oh, uh… hey." He nervously greeted her.

"So, I just wanted to say… sorry for accusing you before, and… thanks… for… y'know… helping me back there. You really saved my life and the lives of everyone here."

"I did?" Ben looked around and saw that—even though the public property suffered some collateral damage—the officers were all fine. "Hey… heh, I guess I did."

"Yeah, so… who are you? And how did you transform? I saw you do something with that thing on your chest."

Ben looked down and saw that the watch face was now on the left side of his chest.

"Uh… well, um… I'm… uh… Ben?"

"'Ben'?"

"Ben, uh…" Ben tried to think of a good alias, but he couldn't think of anything other than names for the three out of ten aliens that he already… and then he had an idea. "10. Ben 10 is my name."

"'Ben 10'?"

"Yes, Ben 10, because I… have the powers of 10 alien heroes!" He said with as much confidence as he could muster, doing a heroic pose as he did so.

"Did you just say… 'aliens'?"

"Uh… yeah, I did… because… I think that's what they are… maybe…" Just then, something popped into his head and his nervousness increased slightly. "So, uh… I was wondering if… maybe I could… have-your-autograph?"

Lucky Girl was surprised by this request from the new hero.

"You… want my autograph."

"Y-yeah. I'm… a big fan of yours… so… what-do-you-say?"

Lucky Girl found this strange but she smiled nonetheless.

"Sure." She answered as she snapped her fingers and summoned an ink covered quill and a headshot of herself (one of the many she keeps around in case she runs into such situations, not because she likes the attention. That was just a perk).

"Wait, really?!"

"You saved my life and then helped me destroy that giant thing." She said as she jotted down her hero name on the picture of her. "This is less than the least I could do."

She handed him the photo. It was actually his very first autograph from anyone, ever.

"Wow, my friends aren't gonna believe this!" He said as he looked at it. "Thanks, Lucky Girl!"

"No problem. You know, we made a pretty good team back there."

Ben looked at her when he heard her say that, somewhat shocked.

"Wow, uh, thanks!" Lucky Girl couldn't tell because of the diamond skin, but Ben could definitely feel his cheeks warming up for the inside.

"Although, you don't have to be so nervous around me. I'm younger than you after all."

"Huh? But I thought you were only 10?"

Lucky Girl's eyes widened upon hearing this.

"Wait, how old are you?" She asked him.

"Um… I'm 10."

"You're only 10 years old?!"

"Uh… yes?" He answered curiously.

"Hey, over here! Over here!" Suddenly, an army of news reporters charged their way to them, which was easy since the cops were momentarily shocked by the surprise of Ben's sudden arrival and then again by how he and Lucky Girl destroyed the robot.

After everything that had just occurred, Ben did not feel up to his first heroic interview.

"Oh! Look at the time…" Ben said, looking at his wrist with nothing on it. "I've gotta go!"

Ben took off running toward the alley that he came from. As soon as he was in the temporary cover of the alley, he heard a strange noise coming from his chest. The watch face was flashing red and then soon after, Ben was engulfed in red light. The diamonds shattered to dust around his body until all that was left was Ben as a human child. When the light faded, he looked at himself and then at the entrance to the alleyway.

"Oh, no! Not now!" The sound of news reporters grew louder and Ben needed to act fast.

When the reporters finally made it to the alley, they were shocked to see that the hero whom they all wanted to speak to was… gone. They had no idea where someone that big could just disappear to. While half of them ran through to the other side of the alley to try and find him, the other half when back to talk to Lucky Girl. With alley completely void of people, the coast was clear, so Ben emerged from the trashcan that he was hiding in and released a sigh of relief.

"Okay, time bail." Ben pressed the buttons and slammed the watch face, but nothing happened aside from a noise from the watch.

Ben looked at his watch and saw that everything that was once green about it was now red. He tried it again, but still, nothing happened.

"Oh, man. I really hope this just means it needs some rest…" Ben walked out of the of the alleyway and looked at how far away the school was. "Well, this is gonna be a long walk."

It actually wasn't as long a walk as Ben originally thought, because as it turns out, the watch only needed 10 minutes before it was green again.

"Cool!" Ben slammed down the face and transformed into the blue, speedy alien. "Now I can get back even faster as… XLR8!"

As XLR8, Ben took off toward school. He arrived at his door, but then remembered that it was locked and he didn't have his key. Ben thought for a moment before he got an idea. He transformed into the small grey alien that he named Grey Matter and crawled underneath the door. From there, he snuck over to Kevin's side of the room and found his key on the nightstand. Kevin was already asleep and after the day Ben had, he wasn't against the idea. After procuring his lost belonging, Ben made his way over to his own side of the room, left his key on his own nightstand and lied down on his bed.

"Hmmm…" He started to think things over while he still had Grey Matter's brain. "Let's see. It took ten minutes for the watch to recharge, but if my memory and calculations are correct, I only spent… mmm… about eight minutes in my transformed states…Hmmm…"

Grey Matter's head shot up as realization struck.

"Wait a minute! Not counting the first while I was still human, I transformed twice between XLR8, Heatblast and Diamondhead. I spent approximately two minutes as XLR8, three minutes as Heat Blast, and another three minutes as Diamond Head. If I were to count my transformations between aliens as one minute each, that's a total of ten minutes!"

Grey Matter then stood up on the bed and started pacing back and forth.

"So that's it. Ten alien heroes, ten minutes as a single hero, ten-minute recharge periods. But transforming as an alien takes a minute away. Possibly because it takes more power to transform while still in alien form. Now it all makes sense." Ben looked over his shoulder and saw the watch face protruding from his back. "Unfortunately, that still leaves quite a few questions unanswered… like where did you come from, and who made you? And also, why did you come to me?"


Meanwhile, in the girl's dormitory, Gwendolyn was talking on the phone with her older sister.

"And that's about it."

"Wow. Guy who turns into aliens, huh? And he's the exact same age as you?"

"Yeah, but he looked so much older."

"Maybe it's part of his transf—… Hold on, Uncle wants to talk to you."

Gwen waited a second for her sister, C.C. to hand the phone over to their uncle.

"Hello, Gwendolyn. I saw your little performance on the news. That creature was not normal."

"I know, Uncle. I'm not sure what it was. Do you think it was some new form of metal golem or—"

"I'm not referring to the metal giant."

"Wait, are you talking Ben 10?"

"I find his sudden appearance to be all too coincidental."

"Do you think he was in league with that giant robo—er, golem?"

"No need to correct yourself, my dear. If that monstrosity was of magical origin, I'm sure you would've felt something, but you didn't mention feeling anything because you didn't feel anything, did you?"

"No, I didn't." She said in realization.

"If it wasn't powered by magic, then it must have been a machine. And I'm guessing that it was designed to look for something… or someone."

"Ben?!"

"Stay on your guard, my dear Gwendolyn. If he wasn't working with that machine, then I'm sure he is connected to it in some other way."

Gwen stayed on the line, waiting until she was sure she could ask a question that was on her mind.

"Uncle…? Do you think… aliens could exist?"

The line was silent for a few seconds before her uncle's voice came to her ear.

"There are many strange and wondrous creatures across the many dimensions, both magical and non; however, I do not rule out the possibility of life across the stars. That machine was clearly not designed on this earth."

"And what about Ben 10?"

"Did you feel any source of magical energy coming from him?"

"No… Well, I don't think so. I mean, I felt something when he changed into that diamond-headed guy, but… it didn't feel like any kind of magical energy. It felt like… life."

The line was silent for a minute or two.

"Uncle? Are you still there?"

"I'm here, Gwen. I think you should rest for now, my niece. You have had a long and busy day, but I have a feeling that events will only get far more difficult from here on out."

"Okay. Goodnight…"


"… Uncle Hex. Love you."

"Sleep well, Gwendolyn." With that, the man with the skull marked face hung up the phone and handed it back to his eldest niece. "Your sister is powerful, Charmcaster, but I fear that her current level of skill may not be enough to aid her in what's to come."

"What do you mean, Uncle?"

"While I was meditating, earlier, I saw something like an omen. Is saw deep, red eyes that burned with evil. They hunger for power. I also saw two lights before it; one blue and the other green."

"What does it mean? Is it about Gwenny?!"

"Perhaps. Those twin lights certainly raise my suspicions. If my vision truly is a premonition of her fate, then she may be in grave danger."

"What should we do?! Do you think it's that boy?! I won't let anybody hurt my sister!"

"Do not let your emotions cloud your judgement, my eldest niece. We cannot simply charge in without knowing for certain." Hex arose from his seat and started walking to his room. "I will continue to meditate on it. Hopefully, I'll gain further insight on Gwendolyn's fate, as well as any future interactions with that boy. For all we know, he may even be key to helping her. What truly worries me are those eyes I saw. Whoever they belong to, I pray Gwendolyn doesn't meet them anytime soon."


Meanwhile, in space, the evil warlord looks down at the planet below from the comfort of his ship; however, he felt anything but comfortable.

"The most powerful weapon in all of creation… is in the possession of a mere child?! If not for that blasted wretch, I would simply retrieve it myself." He called for one of his drones. "You there, status report!"

"The ship's engines are still damaged, as are any pods capable of sending you to the planet's surface. The enemy vessel's explosive debris was thorough."

"Curse that currying wretch! Had not been so eager to overlook the debris of her ship…!" The warlord took a minute, but it did nothing to quell his rage. "Well, it would appear that if I am to have any hope of retrieving the omnitrix, I'm going to need some… assistance."

TO BE CONTINUED…