Disclaimer: I don't own Ben 10!

Five years ago

Gwen Tennyson was sitting on her front porch, waiting anxiously for her cousin Ben to arrive. She'd had a history test earlier that day, and was almost certain she'd failed it. Most eleven-year-olds wouldn't care about one test. They'd sit patiently in the classroom the next day, get a bad grade, put the paper in their backpack and endure their parents disappointment. Not Gwen, though. Education was the most important thing in the world to her!

Just then, Ben came down the street, riding his new bike.

„Hey, doofus," he greeted her, smirking, „Is the world being attacked by Vilgax again?"

„No, Ben," she answered, frowning at the mere thought of getting an F. „I think I failed my history test."

„You've gotta be kidding me!" Ben cried, „THAT'S the big emergency? It's just a stupid test! What's the big deal?"

„You just don't get it, do you dweeb? If I don't get good grades, I won't get into college. If I don't get into college-„

„Then what? The universe will explode? For crying out loud, Gwen! We've fought countless of dangerous freaks, and you're worried about some stupid test?" Ben yelled, but Gwen could see the amusement in his eyes.

She opened her mouth to spit out a retort, but suddenly, a portal opened up, and out of it stepped an energy being. Ben reached for the omnitrix, and Gwen for her spell book. The energy being shot two pink beams of light at the two cousins, one taking Gwen's spell book, and the other wrapping around Ben's wrist.

„That won't be necessary," she said, a smile playing on her mouth.

„Who are you?" asked Ben, trying to pull the energy away from the watch, as he and his cousin were left defenseless.

„Now, that doesn't matter in the slightest," she said, laughing. She grabbed them with two more energy beams, and pushed them through the portal.

„AAAAAAAAHHHHHHHHH!"

They fell through the air and landed on a street. The two got up groaning at the pain. It felt like they'd just fallen from a three-story building.

„What just happened?" asked Ben.

„I don't know," answered Gwen, turning her head to see their surroundings. It seemed like a normal city to her.

„Maybe we just got-„ she ended her sentence in a gasp. Her eyes fell on a figure a few yards away from them. The figure was a tall, pale boy about a year older than her, with long shaggy, black hair, dressed all in black. She couldn't see his eyes, but was almost positive they were a dark brown. He was kneeling down in front of them, obviously having just fallen the same way they had.

„Gwen, what's-„ but Ben didn't need to end his sentence. He saw the boy, too.

„Kevin Eleven!" he cried, reaching for the Omnitrix, which was no longer covered with the strange pink energy.

„Tennyson!" yelled Kevin, getting lifting his head to glare at him. Gwen cringed at the look in his eyes. It was hatred, agony, and for, some reason, betrayal all in one. But it was quickly replaced by a smirk, as the 12-year old absorbed the cement and stood up.

Gwen and Ben gasped. Ben hit the dial on the watch, changing into Four-Arms.

„Well, that's new," said Gwen, as Ben charged at Kevin, hurling him into a nearby building. Kevin hit the building hard, stood back up, his face scowling, but otherwise unchanged, and slowly made his way towards Ben.

„No kidding," Ben snapped at his cousin, watching the boy, waiting for some sign of weakness.

„You locked me up in the Null Void, and now I'm gonna get my revenge. Although, guess I should be thanking you. If you hadn't, I never would've gotten control of my powers. Then again, you ARE the one who turned me into that freak!" Kevin snarled, grabbing a nearby car and throwing it at Ben. It hit him square in the chest, throwing him off balance, the windows shattering at the impact.

„Not so tough now, are you?" Kevin smirked.

Suddenly, an energy blast hit him in the stomach, knocking him down on his back. He looked up to see Gwen with her hands extended towards him. With a start he realized she was the one who threw the energy blast at him.

„Oh, and I almost forgot about your annoying, big-mouthed cousin- Gwendolyn," the boy smirked, getting up for the second time in the past five minutes, and Gwen frowned. The way he said her name made chills run down her spine in fear. She knew she would pay for that, and was proved right- the boy was getting ready to throw another car at her.

Then a pink energy shield appeared between them, with Kevin on one side, and Gwen and Ben- who had changed back to himself soon after the car had knocked him out- on the other side. They turned to see a 16-year-old red headed girl in a red sweater and black mini skirt with a fierce expression on her face casting it. To her left stood an alien, with red wings and green eyes, that somehow resembled a stingray. To her right, a 17 year old boy, also covered in a thick layer of the concrete, with long hair, a T-shirt pulled over his long-sleeved shirt, wearing jeans and combat boots. His expression was somewhere between disbelief, curiosity, and dread.

„That's enough!" the girl shouted.

„Ben! Ben!"

Suddenly, a team of reporters ran over to the small group.

„Who are these kids?"

„Why is one of them wearing the Omnitrix?"

„Are they some sort of dangerous aliens in disguise come to take over the world?"

The strange red alien changed into a 16-year-old with dark brown hair and green eyes, dressed in a green jacket, black T-shirt and blue jeans. The shield transformed into an energy beam, grabbed the three kids and pulled them towards the teens. The girl moved her hand in the air once, and the six of them vanished.