Chapter 11: Ben 10 Returns

I Don't Own Ben 10 Or Any Of The Characters

A/N: Okay, here we go. This chapter is set 3 years after the last chapter. So, in this chapter, Ben and Gwen are age 13. This chapter is full of suggestive themes. This isn't a lemon chapter. There will not be any lemon chapters. There might be close to lemon chapters, but not a full blown, lemon chapter. Get your heads out of the gutter.

3 Years Later...

I forgot all about that summer. I forgot all about the Omnitrix. That is, until the first day of this summer rolled around. I forgot what made Gwen fall head over heels in love with me. We weren't together, at least not yet. I changed a lot from that summer. Mom decided that what I wanted, was the thing at went. Well, of course, if it was okay with her. For starters, my brown hair grew down my neck, and it got shaggier. And I grew out of my wardrobe choices.

Instead, I wore regular blue jeans, a woodland camo short-sleeved shirt, and a blue jean vest, with the number ten on the back. People made fun of me for this vest, with ten on the back. Since my last name started with ten, they made fun of me. But Mom and Dad respected it, and thought it was fine.

I was sitting on my butt, playing video games on my first official afternoon of summer vacation. School had let out an hour ago, and I was ready for another boring summer. I was playing the new Sumo Slammers game, when I heard my mom's voice.

"Ben, there's someone hear to see you!"

I raised an eyebrow.

"Send them in!" I said, continuing to play away.

"Ben Tennyson!"

I heard my mom's angry voice.

"You're becoming a young man, and you will learn to be polite! Get in here!"

I groaned and paused the game, dropping the controller. I got up and walked out of my room. I started walking down the hall to the living room, starting to speak.

"This better be goo-"

I stopped talking when I saw who was standing in front of the door.

"Gwen!" I said, scratching the back of my neck. "Hi!"

My mom smiled.

"I'll leave you two to talk, don't leave your Grandfather waiting, Gwendolyn."

She said, walking out of the room. Gwen walked up to me and hugged me. It had been so long since we last saw each other. After our fifth grade year, she transferred back to her old school, and we barely talked after that.

"God, Ben," she said, as we pulled apart. "It's so great to see you!"

I smiled at her.

"Yeah, I know! It's great to see you, too!" I said, as I realized I was now taller than her. "So, Grandpa's here with you?"

She nodded.

"We're on summer vacation Ben," she said. "Aren't you coming?"

I stared at her, dumbfounded.

"With?" I asked, scratching at my scalp. "What do you mean?"

Gwen started laughing.

"Wow, Ben!" she said. "We spent a summer together three years ago! Do you really not know what I'm talking about?!"

I suddenly had a figured out what she meant.

"Oh yeah, yeah, yeah!" I said, shaking my hands.

"Mom?" I called

"Yes Ben, you may go!" I heard her call from the kitchen.

I looked back at Gwen, who smiled at me.

"I have a bag to pack!" I said, running to my room.

I ran into my room, and shut off my game console.

"Geez," I heard Gwen's voice behind me. "Someone needs to teach you how to clean up!"

I turned around to see Gwen standing there.

"Oh, hey." I said, springing up and waving my arms. "Welcome to Casa Del Benno!"

She raised an eyebrow.

"Where did you learn Spanish?" she asked.

I shrugged.

"You'll be surprised what I learned in 7th grade." I said.

I went to my closet, opened the door, and took one of my bags out. I put it on my bed, and walked over to my dresser. I opened it up, and took out five pairs of pajama pants.

"Aren't you going to need more than that many pajama bottoms?" Gwen asked me.

I looked over at her.

"Why?" I asked, walking back to my bed. "I'll probably only use two a week!"

I stuffed them in my bag, and then walked back to my dresser. I looked back at Gwen, who gave me a disgusted look.

"What do you sleep in the other five nights?" she asked, raising an eyebrow.

"Nothing," I said, opening my sock and boxer drawer. "Sometimes my boxers."

Gwen stared at me, horrified.

"You sleep without your clothes on? Gross!" she said.

I laughed, and walked over to her.

"Relax," I said, putting my hand on her shoulder. "Take a joke. I usually sleep in my boxers and an undershirt."

I turned back to my boxers and socks and grabbed about ten pairs of each. I stuffed them in my bag, and went back to my closet. I grabbed a few undershirts from out of the closet, and put them in my bag. Walking bag to my dresser, I grabbed a few pairs of swim trunks, and my wallet.

"So," Gwen said. "How's the Omnitrix?"

I looked up at her.

"What?" I asked.

"The Omnitrix?" she asked. "Super-duper alien watch thingy?"

I frowned.

"I have no idea what you're talking about." I said, getting up.

I went over to my desk, and grabbed my laptop.

"The Omnitrix?!" Gwen shouted. "You got it three summers ago!"

I shook my head.

"Sorry Gwen," I said, packing up my laptop. "A lot of crazy shit went down that summer. And that, I don't remember."

I put on my backpack, and grabbed my laptop case.

"Just one more thing." I said, walking over to my closet.

I opened it up for the last time and pulled a medium-sized box out.

"What's in there?" Gwen asked.

"Sumo Slammer stuff." I said, noticing the Sumo Slammer shirt covering the whole box.

I shrugged.

"Let's go." I said.

We walked out of the room and down the hallway.

"Bye, mom!" I said, opening the door. "We're going!"

I heard my mom's voice. "Okay, be good this summer, you two! I love you!"

I smiled.

"We will!" I said, before walking out the door with Gwen. "I love you, too!"

We walked up to the R.V., and she opened the door.

"After you." I said.

Gwen smiled at me and walked in.

"Grandpa!" Gwen said, as she walked up the steps.

"Guess who's joining the party?"

I walked in, and saw Grandpa Max walking up to me.

"Ben!" he said, bringing me into a hug.

I tried not to crush his stomach with the box.

"Grandpa Max!" I said. "So good to see you!"

He laughed.

"I know, sport. I know."

Once he let of me, I walked over to my bunk, and set my stuff down on my bunk.

"So, kids," Grandpa Max said. "How about swimming at the lake today as a start to our vacation?"

I thought about it.

"Sounds good to me." Gwen and I said in unison.

We looked at each other, and Gwen blushed a deep red.

Later That Night...

I was tossing and turning in my bunk, not being able to sleep. I had considered going outside to go through my Sumo Slammers box, but I didn't want to risk being seen playing with toys for a nine or ten year old.

After five more minutes of thrashing and tearing at the sheets, I finally came up with a decision.

"Screw the risk." I said, getting out of my bunk, and grabbing the Sumo Slammers box.

I walked to the door, and opened it slowly. I heard just one squeak, and stopped, looking around the room. Fortunately, no one had woken up. I let out a sigh of relief, and slipped outside into the damp summer night air.

I found a nice spot by the lake shore, and sat down. I took off the Sumo Slammers shirt from the top of the box, and what I saw surprised me.

It was a box of all of my lost souvenirs from that summer three years ago. Dr. Animo's mutant ray, Hex's charms, Tetrax's hover board, all kinds of stuff.

But more importantly, the one thing that actually caught my eye, was the thing on top of the pile. The long dead Omnitrix. Suddenly, lost memories of kicking alien but, and going alien rushed back to me.

"Oh. My. God." I said, shuddering. "Gwen was telling the truth!"

I stared at it, and pondered what to do. I finally decided. I reached my hand out, and flicked it with my finger. It almost immediately started glowing green.

"But that's impossible!" I said, throwing my hand back towards my face. "The Omnitrix hasn't been active in three years!"

The next thing that happened, it freaked me out.

"Correction. Omnitrix has been active for three years, two months, four weeks, two days, twenty hours, thirty seven minutes, and seventeen seconds. Welcome! How may I be of service?"

Unbelievable. The Omnitrix was talking to me.

"Uh, what happened to you?!" I asked.

"System analysis: In response to virus attack, Omnitrix was forced to shut down and update it's systems. You are looking at the Omnitrix Mark II."

I stared at the glowing Omnitrix in horror and amazement.

"Wow." I said. I reached out one final time, and it jumped and latched itself to my wrist.

I stood up as powerful bolts of green energy shot from the Omnitrix, as I felt it reattaching to my DNA structure.

"Welcome home, baby." I said, as I looked down at it.

"What is going on here?!" I jumped at the sound of of my cousin's voice.

I turned around to face Gwen, who was standing there in her one piece bathing suit.

"Jesus Christ, Gwen!" I said, panting. "Don't sneak up on me!"

She raised an eyebrow, as she ran her hands through her wet hair.

"I didn't." she said. "I came over here, after I heard you talking to some one."

All of a sudden, the Omnitrix started glowing.

"What now?" I asked, sort of annoyed.

All of a sudden, the Omnitrix shrank a bit, became more compact, and the black color turned to green.

"Look's like I just got an upgrade." I said, activating the thing.

A holographic ring appeared, and it featured ten aliens, and only ten. I flipped through the ring looking for Heatblast, or any of the other original aliens.

"I don't recognize any of these guys!" I gasped.

I smiled.

"Oh, well!" I said.

I stopped at a big, tiger-looking alien.

"This guy looks cool!" I said.

"Well?" Gwen asked. "What are you waiting for? Go hero!"

I looked up at her and suddenly I realized she was wearing a one piece swim suit, and my eyes fell to her chest. Sweat started to bead up on my forehead, and I looked back up at her, who was giving me a weird look.

"Warning: Host's heart rate rising. Male reproduct-" The new and improved Omnitrix started to inform me of my current status, but I screamed, "Shut up!" I slammed down on the Omnitrix, and I started morphing into an alien.

"Rath!" I shouted after I transformed.

Gwen looked up at me.

"That's a big alien." she gasped.

"Yeah, I'm a big alien," I yelled at her. "So what?! Wanna fight about it?!"

Gwen looked a bit scared.

"Calm down, Ben!" she said.

"Who are you tellin' to calm down?!" I shrieked, smashing the ground in front of her. "You calm down!"

Gwen glared up at me.

"Ben!" she yelled. "Human form, now!"

I started to realize my mistake, and I thought my name.

Ben, I thought.

I morphed back to myself, and sighed a breath.

"Okay," I said. "Sorry."

She looked at me. "Let's get back inside, it's time to call it a night." she said, picking up my box and Sumo Slammers shirt, and handed it to me. "We'll help you figure that thing out in the morning."

I nodded, and followed her back to the Rustbucket.

A/N: BEN 10 IS BACK! Okay, I got that out of my system. So, the story is just beginning. And, the new Omnitrix is the one from Alien Force, if you didn't guess. Hope you enjoyed this chapter, and you can expect the next chapter real soon!