I don't know why but I had some difficulties writing this chapter. But now that it's done I hope it goes smoother so on with the story.

Ben walked down a dark tunnel with an angry expression written on his face. With a few alien bugs behind him he opened up huge metal doors and was met with bright neon lights.

"Ben Tennyson welcome back," A giant purple looking cockroach said as he sat on a cement throne. His eyes glared at Ben when he saw the teens frown.

"Your cronies suck at fighting. I fought regular humans that put up more of a fight."

"If you have a problem with how we fight than you can leave," The alien said and Ben crossed his arms.

"Fine I'll just find another race of aliens that wants to take over earth. It's just going to be so hard to find one," he said saying the last part sarcastically. He turned around to leave and smiled as he heard frantic clicking by all the creatures.

"Wait!" The head alien shouted. "Don't let him leave."

Ben snickered and turned making his way back to the throne like chair before any of the aliens grabbed him.

"Marrow you don't seem to understand our little situation," he said getting closer to the purple alien. Marrow began to back up in his seat until Ben was right in front of him. "When I talked to your king he said that you were all working for me. I'm letting you keep your nice chair and command statues because all I want is the Ultimatrix but if I wanted to I can take it all. Do you want that?" He threatened.

Marrow shook his head. "No I…I…I apologize," he quivered.

"Good. Now if I know my grandfather he probably took the kid to see Azmuth," Ben snickered. "That old man is just too predictable."

*In Space*

Jason looked out the window of the Ship with his jaw wide open and a smile upon his face. He was actually in space some place he never in a million years thought he would be. Smiling he turned around to find Kevin watching him. He blushed slightly and coughed.

"So you have a space ship up here or something?" Jason asked.

"It's not a space ship it's a giant space station," Helen answered him and Jason's eyes widen.

"How the heck do you hid a giant space station without know one finding out?"

"Parts of the government know about us and the plumbers," Gwen said.

"The Plumbers?"

"The Plumbers are a secret government organization that protects the general public from any alien threat. It was disbanded but after the amount of alien activity the American government re-established it and the new base was built there," Gwen said pointing out the window. Jason looked out and squinted into the empty darkness.

"I don't see anything," he said. Max laughed and pressed a button.

"This is Max Tennyson asking for permission to land."

"This is the Earth Guardian giving you permission to land please take the eastern landing pad," A man's voice spoke into the speaker.

Jason looked around to see where they were meant to land and out of nowhere a gigantic space station materialized. He stood up out of his seat and smushed his face into the glass to get a better look. It was bigger than the pictures of the regular space station that he learned about in school and it almost looked like the planet Saturn with a solid white ring around a black giant ball in the middle.

After thanking the voice Max landed Ship and after getting out Ship turned back into its small self and jumped into Julie's arms.

"Hey guys," Jason heard a girl call out from behind them. He shouldn't have been so surprised to turn around to be greeted by an alien girl. She looked human enough apart from her skin being completely red with long black hair and solid black eyes. She wore a solid black leotard with a see through silver skirt.

"Hey Dee," Gwen said.

"Who's the new guy?" The alien asked folding her arms.

"This is Jason he accidently put the Ultimatrix on his arm."

"How do you accidently put the Ultimatrix on?" Dee asked her happy expression now turned to a frown.

"It's kind of a long story. We brought him to see your mom and Azmuth," Gwen said as the group left the ship bay. Helen, Manny, and Pierce decided to go to the training room and the group split up. Jason smiled in awe as he watched aliens and humans alike walk through the halls of the massive station.

"So…" Jason said matching his walk with Dee behind Gwen, Kevin, Julie, and Max. "I'm Jason."

"Yeah I know," Dee stated in a monotone voice.

"Is Dee your real name or is it short for something?"

"My real name cannot be pronounced by human tongue and can only be understood by my race the Reblades." She said and walked faster and away from Jason.

Jason sighed not knowing what he was doing wrong. He knew what he did was stupid but it's not like he did something to her personally. They walked to a door that was labeled infirmary in English and other alien languages.

"Dee where have you been?" another alien that looked like Dee asked as everyone entered.

"Mom I told you I was just greeting our friends," Dee complained. Her mother smiled when she saw who was following her daughter and walked up to them.

"Welcome back everyone," She bowed slightly in her white lab coat. When she spotted Jason and the Omnitrix she looked at him surprise.

"Yeah I know I'm the idiot who tried on the Ultimatrix," Jason sulked and the older red alien laughed.

"Well welcome to the Earth Protector I am Neillee."

"Jason."

"I assume you are here to see Azmuth."

"Did someone call my name?" The small Galvan asked hopping onto Neillee's shoulder.

"We seem to have a new Ultimatrix user," she responded back.

"How did you…"

"Oh please don't make me go through this again," Jason groaned. Kevin punched him in the arm and Jason hissed holding his arm and looked up at the 18 year old. "What was that for?" he cried.

"Azmuth created the Ultimatrix show him a little respect," Kevin said. Jason looked back at the tiny alien in surprised.

'You created this? Great take it off," Jason pleaded. Neillee motioned him to a table and Jason hopped on. Julie and Max left to talk to the higher ups about what has occurred within the last few hours leaving Kevin and Gwen to stay with Jason. After taking Jason's arm and strapping it to a metal arm on the side Dee took a seat on the other side of him where a bunch of tools laid.

"Is this going to hurt?" Jason asked peering over to the metal instruments.

"Not too much," Azmuth stated as Neillee held him to the black and green device. Jason gulped and looked away trying to keep his mind off his arm. Looking over Gwen and Kevin sat against the wall whispering to each other but he could still see them sneaking glances at him. Looking over at Dee he smiled.

"So what's your cool power," He asked her. She looked down at him as she passed Azmuth a small knife and her mother laughed slightly.

"Yes all creatures of the universe have powers except for humans," Dee said sarcastically.

"Really what is it?" Jason asked happily completely missing her tone in voice. She looked at him in shock as her mother and Gwen laughed.

"Are you stupid? What the hell is it with humans and thinking every alien has special abilities."

"You know all you had to say was you didn't have any," Jason laughed making everyone realize that he knew that Dee was being sarcastic all along and that he was just playing stupid. Dee sighed and frowned as Jason yelped in pain.

"It seems to be on better than I thought it was going to be," Azmuth said handing the knife to Neillee. "It's like the Ultimatrix doesn't want to come off."

"Maybe that's because the person in the Ultimatrix and I have kind of become friends," Jason said rubbing his wrist after Neillee unstrapped it.

"What person in the Ultimatrix," Gwen asked walking up to him.

"Well at first I thought it was a dream but it happens every time I fall asleep. I find myself flying through the Ultimatrix and there's this shadow person but we can't seem to hear each other," Jason said.

"Ben never mention there being someone in the Ultimatrix." Kevin stated.

"That's because there never should be. There should be no physical entity in it jus the DNA and energy of different species," Azmuth said placing his finger under his chin. "We are going to have to look further in on this."

The door slid opened to the room and a man walked in.

"Gwen Tennyson," he stated. Gwen walked over to him and he spoke to her quietly. Her eyes widen and she nodded.

"What's up?" Kevin asked.

"It's my grandmother. She's here with some other Anodites and she asked to speak with us," She said to Kevin and she began walking out. She stopped and turned around. "Aren't you coming Jason?" She asked. Jason smiled slightly and got off the table and everyone followed Gwen.

Once they entered a giant room Jason stood in awe at the bright purple glow of the Anodites. Out of all the aliens he had met and became he never saw one that was so amazing. Max and Julie stood around a bright purple stone with some soldiers and waved them a hello.

"Jason this is Verdona my Grandmother," Gwen introduced the teen to the Anodite.

"Ah yes Jason, Max and I was just talking about you," She said in her raspy voice. Jason didn't know what to say and continued to stare at her in awe. She laughed and placed her hand on his arm. "Well I can feel his aura's in the right place. It's a good thing he doesn't have to speak to fight."

"Grandma why are you here?" Gwen sighed.

"Can't a Grandmother pop in on her family every once and awhile."

"Not when she brings two other Anodites with her," Gwen said crossing her arms.

"If you came to make her a full Anodite again she's not going!" Kevin shouted placing himself in front of Gwen.

"While I do wish she would come back to our home world I know that I cannot force her into it. Besides she needs to stay here and save my grandson isn't that right," She said causing Gwen to smile a sigh of relief and Kevin visibly loosened up.

"So why are you here?" Kevin asked in annoyance.

"I am here for a diplomatic reason and I just called you here to say hello first."

Gwen and Kevin gave her a skeptical look.

"This stone here is Anodyne's most precious object. If it was to be destroyed then all our mana on our planet will dissolve and we would eventually die. We are at war with a race known as the Anlex and if they were to get their hands on it then it's all over."

"Stashing it on Earth won't help much," Kevin said.

"I know that there are Anlex here on Earth but it's still safer than home."

"Did you also know that Ben's been working with them to get back the Omnitrix?" Kevin argued.

The Anodite frowned for the first time since there meet.

"Yes Max has filled me in. That makes it more complicated but as long as Ben does not have the Ultimatrix than I know that it is safer here so I am counting on you Jason," She said looking at the young teen.

After a few hours Jason was shown his own room and he flopped himself onto the bed. Realizing the time he pulled out his cell phone and was happily surprised to find he actually had a signal. Dialing home his mom picked up with a started voice.

"Jason is that you? Where have you been?" She shouted.

"I'm sorry mom I've been umm…I've been studying at a friend's house," he lied. He heard his mother sigh on the other side of the line.

"Honey I want to believe you but after last night…"

As she spoke his door slid open and Dee came in with Kevin and a tray of food. Kevin placed his tray down and held his hand out and Jason handed the phone to him.

"What's your last name?" Kevin whispered.

"Harris," Jason said hesitantly.

"Hi Mrs. Harris this is Jason's friend Kevin," he said. Jason waited impatiently pulling on the Omnitrix nervously as Kevin and his mom spoke. Dee took a seat at the edge of Jason's bed and nibbled on something blue. "Alright good bye ma'am," Kevin finished and hung up the phone.

"What she say?" Jason asked

"I told her that I'm helping you learn and that you're spending the night which technically I wasn't lying because tomorrow I'm training you on how to use the Ultimatrix and you're going to help me get Ben back."

But..." Jason started and Kevin looked back at him angrily and Jason stopped.

"That tray is your food. Eat up and sleep. You're going to need it." And with that Kevin left. Dee laughed and Jason looked at her.

"Yeah laugh it up," He complained and laid flat on the bed. The two sat there in silent's except for the sound of Dee's chewing.

"I'm sorry about my attitude earlier," Dee finally said. Jason moved his eyes to her and smiled.

"Attitude forgotten and I know why you were so upset so it was no biggy," Jason laughed. Dee looked at him in confusion.

"You do?" She asked.

"Yeah it's probably the same reason everyone else is so upset with me," he said sitting up. "I really don't mean to take Ben's place and as soon as I can this will be off my arm and if all goes well it will be back on his wrist and he'll be back to saving the world."

Dee smiled lightly and laughed "It was that obvious huh."

"A little…there's a way you can make it up for me though," Jason smiled. Dee gave him a skeptical look.

"What,"

"Help me in tomorrow's training so Kevin doesn't kill me."

"Deal," Dee said and left Jason to himself. After a few more hours the teen fell asleep and once again found himself in the green vortex.

Jason knew exactly where he was going this time. Finding the black shadowed person who was lying down on his back Jason felt for the invisible wall and knocked on it. The shadow looked up and crawled over to Jason who took a seat on the other side of the glass.

"So I was talking to some of my friends and they told me there is no person who lives in the Omnitrix," Jason said. The shadow person lowered his head in disappointment. Jason on the other hand looked at him in surprise. "Wait you can hear me?" He exclaimed and the shadow nodded and tried to speak.

"I still can't hear you though…maybe our connection is growing stronger?" Jason suggested and he was met with a nod. "So…my friend I was telling you about his name is Kevin and…"

Before Jason could continue the shadow figure quickly placed his hands on the wall.

"Do you know Kevin?" Jason asked and the shadow nodded happily.

"How?" he asked again. The shadow thought for a moment and pointed to himself and then placed his hand on his lips and slowly brought his hands around his arms hugging himself.

"You umm…you've kissed him?" he asked trying to understand and once again the shadow nodded "But Kevin has a boyfriend so unless you're Ben…"

The shadow stood up and jumped up and down pointing to himself enthusiastically. Jason stood up in disbelief.

"You're Ben but, but you can't be Ben. Ben's down on Earth trying to take back the watch and destroy the human population," Jason pointed out. At Jason's outburst the shadow stiffened and dropped back to the floor.

"You didn't know that did you," Jason said going down to Ben's level and the shadow shook his head no slowly.

"I don't understand how you're here. Max told me how the Ultimatrix takes your DNA when letting you use its abilities. Does it have something to do with that?"

Ben shrugged not knowing anymore than Jason. The two teens sat there silently trying to figure out what to do. Jason felt himself starting to wake up as he tried to stay in his dream.

"I'm sorry but it looks like I have to go," Jason said. Ben nodded in understanding and soon Jason was lifted from his dream like state.

*Back on Earth*

In the middle of the night Ship landed with a quiet thud in front of Julies home. Julie, Grandpa Max, Verdona, and her two companies all in their human disguises walked onto the yard and Ship turned into its original size and jumped into Julie's arms.

"Thank you Max for helping us take the stone to a safe place," Verdona said.

"Of course," Max said with a giant smile painted across his face. "I just wish our get-together could have been under better circumstance."

"Yes me too…maybe next time I will be able to see my grandson again."

"Why wait till next time," a voice called out ant the group turned in surprise. Ben came out of the shadows with a large amount of following Anlexs.

"Ben!" Julie shouted and Ship growled in her arms.

"How did you…" Max started.

"I know you Grandpa. You obviously went up to the Earth Guardian to have Azmuth try and take off the Ultimatrix and of course you would have taken Ship up there all and I had to do was wait for you to show up. Although Grandma Verdona and the Anodites are an added bonus," Ben said happily taking a few steps closer. He stopped and stared in curiosity as Verdona held something under a sheet close to her chest. Max noticed Ben's black eyes on the stone.

"As you can see the boy isn't here so there is nothing that you want," Max said trying to draw his grandson's attention away from the Anodite.

"Really…what's under the blanket?" He said daringly as his grandmother pulled back and the two other Anodites moved into a fighting stance. Ben shook his head, "You can't hide it from me."

The stone glowed a bright violet and Verdona gasped.

"How?" She said stumped on why the stone was reacting.

"Oh yeah I forgot to mention…" Ben stated with his hand reaching out toward the stone. "I seemed to have found Spark," he said with a smile as his eyes glowed purple.

Omg that took me forever so I really hope you enjoyed it and I'll try to get the next chapter done soon.