Ben was absolutely confused and more or less out of his own element. "Uh, hey Tony. Where Am I and how do I get out?" Ben asks with a slightly false smile on his face. "Sorry Kid, can't let you out till I know you're not a threat. Friday, Have you gotten me results yet or do I need to make a specific Update just for this kid?" Tony explained.

'Tony, it would seem that this child is 1/and 1,000,000 Human and 1/ and 1,000,000 of a bunch of different Alien Species, but can still be classified as a Pure Human Being, the source of the Extra DNA Samples seems to be resonating from the strange device on this child.' A Digital Female Voice explained.

Ben looked at the Omnitrix, which was being probed and messed with by small metal tentacles. "Hey, on a serious note, you really don't wanna break this watch... believe me, I've broke it many times before, and it only leads to chaos." Ben said getting a bit concerned. "Kid, I've dealt with Alien Tech, your watch isn't anything technically special. Friday, is there anything you can do this watch to get me another set of results, like what aliens he has in it?" Tony asked the console. Friday didn't seem to respond. Instead, Ben took this opportunity to rip off the metal tentacles and transform into one of his Aliens to get out. The Omnitrix began to meld with him, making him more Mechanical, but also more Gooey as well. A bunch of Green Lines formed on him and his face was replaced with a Green Circle. The Omnitrix was placed on the Creature's Neck.

"UPGRADE!" The Creature exclaimed. Tony was astonished by what Ben just did. "Friday, what is that thing?" Tony said typing frantically on the console. 'Sir, according to the new Data File I made for this child's transformations he currently has, this is a Galvanic Mechamorph, a Race of Aliens that can merge with any forms of Technology and fix it or improve upon its original design and purpose.' Friday explained. Upgrade then began to merge with his Test Tube, and exit through the outside. "I'd hate to leave since ya got questions, but I need to find my Family... I don't want them hurt. And also, sorry for what I'm about to do next." Upgrade said. Upgrade then morphed his hands into Energy Cannons and blasted a hole through the Laboratory's Wall, to the Outside World. "Kid, Hang on a second! Its not that I wanna keep you here, its just that SHIELD wants me to see how threatening you are." Tony said trying one last plead. Upgrade dove head first to the ground and merged with some guy's Motorcycle.

"And like that, I'm keeping this sweet ride." Upgrade stated driving off. Upgrade was making his way through the streets of Manhattan, thinking things were now alright. "Alright, finally away from that guy. Now I gotta find The others and see where they ended up." Upgrade said. Suddenly, a blast of energy almost made the Alien Spin Out and crash if not for Ben's past experiences with Upgrade and Motorcycles. Ben poked his blobulous head up and saw the Tony guy with somesort of Red and Gold Iron Suit on, flying towards him. "Kid, I'm trying to help you. You go around doing this kind of stuff, SHIELD's gonna be on you worse than a Gamma Rash on Hulk's Thighs." Iron Man exclaimed. "I never needed help defeating Gods before, what's one organization against me, besides we're all on the same side, the side of good, protecting people, what's it matter that I'm the main concern?" Upgrade said trying to evade most of Tony's Repulsor Beams. "Believe me Kid, When dealing with the likes of Fury, you aren't gonna get anywhere you need to talking with him." Iron Man said flying infront of the Alien. Upgrade used his natural Arms to push the ground enough to launch the Bike above the Iron Avenger and activate a More Powerful Nitrus Boost, gaining more distance from the Hero. "That kid, albeit he's a bit stubborn, is a bit clever with his powers. Reminds me of Spidey when we first teamed up." Iron Man said thinking, reminiscing on the past.

Upgrade is still trying to get away from Iron Man, not realizing he actually stopped. "Lets see, Lose the Iron Ego, then find my Doofus Cousin." Upgrade said looking forward. Suddenly, The Bike began to sputter and get uncontrollable. "Hey! What's going o-" Upgrade was then detached from the bike and falls onto the Pavement. Upgrade looks at the Bike and sees it sparking alot. Upgrade then transforms back into Ben with a confused look. The Bike then sparked more and more, creating somesort of Bright Blue Entity with A Black Suit with a Lightning Bolt on it. This, was Electro. "Haaahahahah... HAHAHAHA! Thanks Kid, you gave me the Energy I truly Needed back. Here's how I'll repay you." Electro said launched a lightning bolt at the Hero. Ben ducks and dodges the attempts to hit him, and sees that the omnitrix is recharged again. "Okay, Mr. Short-circuit, You just earned an Extra Large Can of Butt Whooping, from yours truly. It's Hero Time!" Ben said slamming on the Omnitrix.

Ben's Skin began to Spark with Green Lightning and was enveloped in an extra Black Skin, covering his entire body, except for a White Stripe going down to his Waistline. His Fingers had created Plug Like bolts on his person with more Electrical Bolts forming on his Arms, Hips and legs. His head then sprouted two antennae with Big Plugs on the ends of them. Ben opens one Singular Eye with the Omnitrix being prominently on his Chest. "FEEDBACK!" Ben exclaims. "Hey, you can't just take one of my old names, ya punk! Now you're gonna get it!" Electro said angrily. "Huh, New Alien? So soon? Oh well, Lets see what he can do." Feedback states getting into a stance.

Electro Fires a Bolt of Electricity and by instinct, Ben uses one of his antennae to block the Bolt of lightning. Instead of blocking it though, the Lightning Bolt is absorbed through the Plug end on his Antennae. "Ooohhhh. I can absorb Energy, huh? The Name Feedback really fits this guy. Okay you Blue Battery Man, lets go." Feedback said running towards him to lay a punch. Electro Dodges and blasts Feedback with more Energy. Feedback just keeps on absorbing it with the Plug Attachments on his body, and notices that Feedback may be slowing down a bit. "Man, I feel like I absorbed too mu- wait... If I can absorb it, can I dish it back at him?" Feedback said questionably. Feedback got a devilish grin on his face and put his hands in a strange position. "What're you doin', brat? Giving up?" Electro said about to deliver the finishing blow. "THUNDERPUNCH!" Feedback exclaims and slams his fist into Electro's Gut, knocking him back onto the pavement. Electro was holding his gut, trying to swallow down what feedback forced back up. "Y...You little son of a-" Electro could barely finish his statement before a Dark Gray Web like Substance practically sealed up his mouth.

"Aaand, that's enough out of you, Electro. Hey, whoever you are, Tony seems to be lookin' for ya. But hey, you took down a villain I've been looking for, so thanks. Name's Spider-Man. Who're you? Feedback, I presume?" A guy said above a lamp post. He was wearing a Red and Blue Suit with a Black Web Pattern on it, with a Huge White Spider Insignia on the chest area of said suit. Feedback touched the Omnitrix and turned back into a Human. "I'm Ben... Ben Tennyson." Ben said dusting off his new jacket.

(and That, was Chapter 2. If it was too short, I'll try to make longer chapters in the near future. The next Chapter, will involve Gwen, Kevin and Max a bit, trying to stay low, and trying to find their Ben. What did I mean by 'their' Ben? you'll see in chapter 3.)