Disclaimer: I do not own Ben 10. it belongs to Man of Action.

Heres the second chapter of Ben 10: Ultimate Heroes.

Chapter 2

It had been a few months since Peter arrived in this world.

Since then Ben Tennyson's identity had been made publically known. To which Peter had began to avoid as he didn't want to get dragged back into hero work, he knew he wouldn't be able to stop from helping someone in need.

So he hated today.

It had started with a field trip to the museum that had recently gained an exhibit for the Plumber, which he thought was the dumbest name ever, so far everything looked interesting. They even had some alien technology on display.

Which is why the nut jobs in knights armor probably decided to hold the place up.

Peter had been walking with his new friends Kate, Frank and Joey had been looking through the exhibits taking notes.

Well, Peter and Kate were taking notes; Joey and Frank were geeking out. Peter probably would have been geeking out along with them if he hadn't, you know, personally been friends with Tony Stark, Reed Richards, worked with the Guardians of the Galaxy and seen aliens thousands of years more advanced than Earth.

Joey was the best with technology out of their small group, he probably could have interned at Stark Industries or the Baxter building. He had brown hair and glasses and was probably one of the skinniest people Peter had ever seen.

Frank was the opposite. He was built like a linebacker, only reason he wasn't with the 'In Crowd' was because he was a sci-fi nerd. He could tell you more about Star Wars and Star Trek and other science fiction movies than most people would care to know.

Kate looked like she could have been a cheerleader with Bluish-Purple eyes and bright red hair. She was also the smartest girl in school. She was a huge fan of martial arts movies, Peter often wondered if she would be impressed with his Spider Fu.

Currently they were standing in front of a screen that told about the Omnimatrix and all the known aliens it contained. Joey and Frank were arguing over which alien was better. While Peter and Kate discussed about the possible way it allowed people to change forms.

Then Peter's Spider Sense went off.

There was a large explosion as a group of men in metal armor ran in.

"In the name of the Forever Knights stay where you are."

Peter and his friends hid behind a pillar, earlier that day the teacher had told them that Ben wouldn't be here as he had been sent on a mission. He could see Cash and JT shaking in one corner of the room. It didn't seem that they wanted to hurt anyone.

Then Peter saw them moving the alien plumber officers to the center of the room. He saw them talking to each other and listened. Peter's enhanced hearing could pick up a whispered conversation on the other side of a crowded room.

"What do you wish to do with the alien scum, sir?" one of the knights said to the one who appeared to be in charge.

"Kill them, of course. We will prove that Earth is for Humans."

Peter's eyes widened at this. They were going to execute them!

"Peter what should we do?" Kate's shakey voice asked from behind him. He turned and saw her scared look and he remembered that face, he had seen it on so many faces on THAT day, faces he had failed to save.

His eyes changed, gaining a look of determination.

He was probably going to regret this later.

"Hey tin heads!"

24 armored heads turned in his direction.

"Go back to Camelot!"

"What are you doing!?" Kate practically shrieked from her hiding spot at the now standing Peter.

"Something amazingly brave or spectacularly stupid"

At this points the forever knights had gotten over their shock and one of them walked towards peter threateningly.

"Stand down boy or you'll regret it."

"I doubt I'll regret anything other than smelling your stink."

The forever knight raised his fist and sent a punch right at Peter.

Who caught it effortlessly?

"What?" the knight was shocked at this, his armor should have increased his strength yet this boy caught his punch like it was nothing.

"My turn" with this Peter sent a palm strike into his chest and sending him past the other knights and into the wall on the other side of the room, leaving an impression.

The other knights looked at their fallen comrade then at Peter then back again then finally settled on Peter.

"Kill him"

The forever knights pulled out their laser swords and pointed their blasters at him.

"Keep your heads down." Peter said to his friends. Then the fight began.

Peter leapt through the air as he dodged laser blasts. Getting into the center of the group he began using Spider Fu to flip, throw, punch and kicked his opponents.

"C'mon don't tell me you guys can't hit little old me." He quipped.

"Shut up!" a large mace wielding knight said as he swung down towards Peter, sending a large amount of debris into the air, when it cleared Peter was nowhere to be seen.

"Where did he go?"

"Ever think of looking up"

Everyone simultaneously looked upward where the voice came from.

"He's standing on the ceiling!"

With that Peter dropped down behind the mace wielding knight. Sending a quick punch the knight went flying into the wall where Peter ran up and performed a hook kick into him sending him through the wall. Then looking back and smiling at the knights he spoke again.

"Think fast"

And with that he went in like a blur punching and kicking and soon the last of the knights were knocked unconscious. When peter looked up he saw that everyone was looking at him with wide eyes.

"Dude are you related to ninja's or something?" Joey asked

"Nah, he has to be some kind of government Super Soldier" Frank said though he seemed to be in a daze.

Kate looked like she was trying to process everything that had happened.

"Peter how-" then the wall was destroyed as a large dinosaur with an hour glass symbol ran in.

"Okay it's HERO ti-" then he stopped and looked around.

"Did I miss something?" everyone turned back to Peter.

Okay that's another chapter done. About the Spider Fu I mentioned it before how it's a combination of Judo, Tai Chi and Kung Fu. But Kung Fu is split between many different sub groups of martial arts so in this the Kung Fu he will be using will be Wing Chun Kung Fu hopefully that helps you picture his fight scenes better.

Now for some answers to your questions.

Death Fury: I haven't decided if he'll have organic webbing or not yet if he does it will be a recently discovered ability as he doesn't need web shooters any more fun fact an average spider hold enough webbing to weave two whole webs. For Peters strength it will be that on average he can lift up to 10 tons put when afraid or angry or when he has adrenaline going it will go up about 15-20 tons. I actually plan on Peter gaining new abilities and upgrades because in the comics it is mentioned and hinted at by different characters that peter could gain new powers or improvements in his abilities.

Arkhamknight591: I like the KevinxGwen pairing so I intend to keep put Peter will be gaining an OC love interest who will be a combination of my favorite fictional female characters. And next chapter will show a look into what's going on in the Marvel Universe and the meeting that took place as well as who were against Peter and who supported him.

Please review.