Ben 10: Faded History

Important notes: I do not own Ben 10 or any portion of the franchise. I give all credit to Man of Action and Cartoon Network.

This is a sequel for my previous Ben 10 Fanfictions, please no flamers.

I wrote this for people to enjoy; I appreciate any positive feedback regarding my stories.

This story is shown from the perspective of a dimension traveling OC, Fade.

Chapter 1

I watched and waited for Ben and Rook to calm down. Charmcaster had to leave because of business rebuilding Ledgerdomain, Gwen and Kevin were comforting each other to get the horrible images of Guinevere, Lancelot and Arthur out of their minds…I didn't mind, I could wait.

"Hey wait a second…you have an Omnitrix? And who's Katheryn and Nathan? Ben asked brazenly

"Yes and what was that about a Baby Celestialsapien? Surely they do not exist." Rook added

I sighed and looked to the ground, I expected the Omnitrix question…but I hoped that he'd forget about Katheryn and Nathan; Rook thinking Celestialsapiens don't exist gives me an ulcer just trying to explain the situation to him, naturally I can't transform into one, because the Alien will keep me in that form forever and secondly it brings up deep hurtful memories and even deeper wounds.

"Look I'm pretty sure I don't have time to tell you all about…that. But I just…just trust me…it's not good." I sighed trying to hold back information but I had to relent…because Gwen was giving me the "puppy dog look"…whoever invented that look, didn't know what they made, it's just too good.

"Okay, I'll tell you. It all started some years ago…" as I began my memories started to come back.

"I had been travelling through other dimensions; a few of them included an opposite Albedo called Negredo, who designed the Ultimatrix and Anti-Azmuth who created the Omnitrix. To be fair Anti-Azmuth was more like Albedo and Negredo was more like Azmuth…it got confusing to begin with but I got used to it."

"So…you just asked Azmuth and this "Negredo" to make your Omnitrix and Ultimatrix? But why does it look like Ben Ten Thousand's Omnitrix?" Ben asked

"Okay to answer the last question first: I asked Ben Ten Thousand on how to make it…making a genetic creation on that scale is crazy difficult, but we got the job done. And on asking about Anti-Azmuth and Negredo: Negredo was more than happy to give me the Ultimatrix if I helped beat Anti-Azmuth's alien Bioid army…"

"Whoa, whoa, whoa? Azmuth had an alien Bioid army? That's totally the opposite of Azmuth!" Kevin interrupted

I just sighed pinching my nose, hoping that Kevin would understand, "Kevin haven't you been paying attention? This was the evil Azmuth. Peace and unity was what Anti-Azmuth hated, he was pure discord and anarchy. Muppet…"

"Okay, okay...geeze. So what happened then?" Kevin asked to what happened next

"About thirty two coloured pages from a graphic novel worth of: explosions, limb severing, skull crushing, alien transformations, blood, guts, gore, foul language and extended make out sessions with alien women." As I continued on, counting the things off on my fingers.

"Dude…that…sounds…AWESOME!" Ben gasped "Why don't you describe it?" he asked eagerly

"Well I would…but the jerk who's writing this story is lazy and has a lack of imagination first thing in the morning." I answered slagging off the writer.

"OH NO FADE?" a loud booming voice, as he transformed us into cat people. As each of us blinked I was sigh purring as the others were admiring their new coats and tails…well Rook wasn't; him being cat-like to begin with he was just ticked off he had a tail again (Rook's species *Revonnahgander* have tails when they're younger, that fall off after puberty)

"Ne-ow can n-you turn us back purr-lease, the cat people gag is mm-worn out. Plus Rook is basically a cat anyway." I looked up as Gwen and Kevin were about to nuzzle each other, Ben was about to lick himself in an awkward position and Rook just looked miserable.

"OH FINE…HOW'S THIS?" the guy upstairs said…before turning us into My Little Pony versions of ourselves…this wasn't helping him anymore than it was helping us.

"Oh, come one!" as I stamped my hooves. Ben, Gwen, Kevin and Rook were flabbergasted (another word for: what the hell happened?!) "You're going to cause a fan-girl storm!"

"What are these tattoos on my thighs?!" they asked; Gwen had a mana like star for her tattoo, Kevin had a pentacle star with different coloured sections, Rook had a symbol that looked like a proto-tool and Ben had the symbol of the Omnitrix.

"Dude…this is embarrassing…we look like something out of a girl's favourite TV show!" Ben said holding his nose.

"Well it could be worse…we could be being spied on by men in their forties wearing girly t-shirts." Gwen said trotting next to her cousin

"Don't say that! Next thing you know; they'll be coming through the…Oh my God, what is that?!" I panicked in shock as I saw the swarms of Bronies and MLP-fan-girls.

"Dude I'm so going to kick your ass!" I shouted at the guy upstairs.

"OK, OK I'LL TURN EVERYTHING BACK…CARRY ON WITH THE STORY OK?" the guy upstairs said.

And with the flick of a switch everything was fixed, the Bronies fan-girls were gone, we were back to normal.

"THERE HAPPY?" the guy upstairs asked

"Just one thing left. Ok?" I said

"WHAT?" he asked

"THIS!" I roared as I teleported and punched the writer in the face, giving him a black eye.

"WHAT THE FU-DOOF!" the writer said as he was knocked to the floor.

"Now, I'm happy!" I said teleporting back, to Ben and his friends. "Right…where was I?"

"Erm…blood, guts, gore and make-out sessions with women." Gwen spoke.

"Oh yeah, ha. Thanks Gwen." I thanked her. "So anyway; I landed into Azmuth's lair and beat the crap out of him, unfortunately Azmuth unlocked master control, it was intense…" as my voice trailed off I revisited the place of my memory: Azmuth's lair, me versus him, Galvan against Terran (alien term for Human)

"So you've crashed through my defences, decimated my armies and teamed up with that weakling Negredo. I'm impressed you've made it this far so I have one question: are you ready for the final fight?" Azmuth turned around revealing his armour (the same one Ben saw when the Omnitrix was about to explode…yeah that one)

"Azmuth, don't do this…you can still turn it around…be the hero." I tried to give him his second chance but he used his Omnitrix to enhance the suit…just my luck.

We battled; his armour was getting dented little by little because, just like my healing factor, it was fixing itself, he was using Upgrade mixed with Rath with his intelligence, I was running for my money.

"I teleported around, barely dodging his attacks and I was running on steam. But one thing about certain Galvan's: they're so smart that their proud and overconfident. Insult their intelligence, and they slip up. So I gave Azmuth the Albedo treatment." I continued

"Albedo treatment? What's that?" Ben asked me

"Insult a Galvan's intelligence and they'll fall." I grinned and returned to the memory. "You know I thought you were smartest Galvan in a galaxy."

"Five. It's five galaxies." Azmuth announced trying to hit me.

"Oh yeah five amoeba brained galaxies, and you're the ammonite." I got some wind in my sails by then.

"I proved my intelligence by besting their greatest minds!" Azmuth shot fire at me, but I teleported.

"Oh yeah, takes a load of intelligence to best a moron in a stupidity contest!" I jested

"I am the greatest mind in five galaxies! I invented the Omnitrix! I have conquered planets and created the most powerful weapon, Ascalon, to rule my domain! I AM…" Azmuth enthused before being cut off.

"Just like Albedo!" I said releasing the Omnitrix from his grip and instantaneously reverted to his Galvan form, released from his armour. He landed on his face as I held the Omnitrix in my hands.

"Azmuth, you've lost. I've got the Ultimatrix, the Biomni-trix, Ascalon and now the Omnitrix. Give it up." I proclaimed

"Why don't you kill me? It's what you want isn't it?" Azmuth wheezed

"No Azmuth, I don't want kill you; I want to help you. " I extended my hand to offer my help. "Become the Galvan you were meant to be. Be the Galvan…Zenith wanted. That's why you made the Omnitrix…as an apology to her."

Azmuth looked at me and pondered about the situation. "Very well, as an apology to…to her, I'll turn my ways around." And he accepted my hand in gratitude.

The flashback ends and I see that Ben, Gwen, Kevin and Rook were amazed and slightly disturbed.

"So…what happened with Negredo and Azmuth?" Kevin asked me.

"The Galvans fused the Biomitrix, Ultimatrix and Omnitrix together, so I can have my own Watch. We made peace and I teleported back into another dimension, they're doing well and not causing trouble…but I've noticed that they've made some sort of unusual television…I don't know what it's for, but I'm guessing it's to keep an eye on me." I relaxed

"Damn…how many Universes did you go through before getting here?" Ben asked

"Give or take five…maybe ten…I lost track." I sighed falling to sleep.

Gwen looked and a small grin crept on her face, she used her mana powers to pull a prank on me…which to say it must've worked.

To be continued

I hope you've enjoyed reading the first chapter in Fade's Origin as I have writing it.

Chapter 2 coming up soon.

Thank you