A/N: Here we go, the promised chapter! Well kind of. It's not were we find out if Benji realises what an idiot he has been. That's next time. But we do see a bit more of our mysterious villains.

This chapter is dedicated to all those people who take their time to read my story and all those who have helped me through the years. You guys are always the ones to put a smile on my face. And a special shout out to my very good friend ETNRL4L, I wish you all the best! And will do my best to get the next chapter up as quickly as possible for you :)

Disclaimer: Seriously?


In a more secluded part of the park, a sinister figure lurked. His movements were swift and silent as he moved, the years of being an out-cast criminal aiding him in his mission. To the public he looked like a normal human, except for a few striking features that made him stand out from the crowd. But inside, he was definitely not of earthly origin. He was of an abnormally high intellect, which made the smartest people on earth seem like drooling toddlers in comparison. He was able to built devices that put Apple to shame. To most he looked as if he was in his late teens, but really was centuries old and had seen more of the universe than most. It was because of this he was outcasted, by his own race and many others he encountered on his journeys. It was thanks to Ben Tennyson that he turned out like he did and for this; he wanted revenge.

With surprising skill and grace, he moved around in the forestry that lined parts of the large park. His bright eyes locked onto his prey with un-wavering determination. This had to work, if it didn't their whole plan would be put in jeopardy and he would never be able to get the revenge on the smug Tennyson boy he so rightly deserved.

Now he was only a few yards from were the boy was nervously pacing. He had to smirk to himself when he heard the obviously distraught boy begin to mumble at himself angrily and tug at his dyed locks. He was just too easy, but Azmuth still believed he was the greatest thing to ever grace the back water planet known as Earth. It was such a shame, he once looked up to him as a great scientist and role model, but now he feared the old alien was losing what great sanity he had.

He crouched in his position, waiting for the opportune moment to strike. For a few moments he watched the brunette pace and mumble, until a new, more alluring figure walked up. His wide eyes followed her as she moved. So this was the creature that his partner had tried to rid? He had to admit the Tennyson boy a good eye when picking sufficient mates. He couldn't say the same for the female though.

He let out a quiet snicker when the girl startled the hero causing him to jump and let out a high pitched squeak of surprise. This was supposed to be the oh-so-great Ben 10, defeater of the Highbreed and Saviour of the Universe. The figure scoffed, if only they could see their all powerful hero now…

From the position he has placed himself in, he was able to pick up parts of their conversations. He listened intently, hoping he could overhear something that would aid him and his partners goal of crushing the annoying bugs that were Tennyson and co. The ebony haired girl spoke first, her voice light and sweet. It seemed that everything about this girl was what humans classed as 'beautiful', what she was doing with a neanderthal like the Tennyson boy eluded him.

He continued to listen to her talk, her voice somewhat hypnotic; that was until she was cut short by a pair of lip crushing down on hers. His human features scrunched up into a look of disgust as he watched. He had been on this back-water planet a number of years (not by choice) and had yet to grasp the human mating ritual. He'd discovered that humans tended to recreate more for pleasure than actual survival and that they believed in what they classed as 'soul-mates'. Once mated with this person, they usually mated for life. Many other species found this ridiculous and added this to the growing number of reasons why humans were classed as such a pitiful race of beings, himself included.

Thankfully after a minute or two, they broke apart and continued with their idol and childish chit-chat, which for the most part he blocked out, finding it tedious and irrelevant. Until he noticed a change in the boys body language and facial expression, he seemed almost… guilty about what he was going to say next.

He listened in to every detail, getting slightly giddy at the idea of being able to crush the annoying brunette thanks to the boys unbeatably high level of stupidity.

""Yeah, well anyway, Azmuth believed that until you woke up that I wasn't mentally fit enough to wear the watch anymore so he took it off me"

The lurking figure scoffed at the veracity of the teen's statement. That foolish human was never fit to wear the Ultimatrix or even the Omnitrix. Azmuth had clearly not seen this when he handed the device over, or he was just too oblivious to see he blatant mistake he was making.

"So, when you woke up, I guess that Azmuth thought I was once again fit enough to wear the Ultimatrix."

The other male rolled his eyes at the mention of the mad scientist's name. It seemed the old coote never learned from his previous mistakes. A trait he shared with the bumbling moron that was Ben Tennyson, he concluded.

"So, he gave you back the watch?" The ebony haired girl interjected. He saw the boy flinch at her words, a sure sign that wasn't going to be the answer he gave. The hidden hybrid let his eyes widen in realisation and an evil smirk make its way over his pale lips. Oh this was just great. No this wasn't just great, this was unbelievable! The Tennyson boy had actually managed to beat his perception of how stupid he really was!

The girls eyes narrowed at him "What do you mean "No, not exactly"?" her voice threatening. The brunette began to twitch nervously as he attempted to try and explain himself to his girlfriend.

"Well, you see, he came to see this morning to give it back to me because he thought I was ready, but I told him I didn't want it anymore"

The stalker quickly slammed a scrawny hand over his mouth to muffle the rib-cracking laugh that threatened to erupt from his thin, chapped lips. He really couldn't comprehend the idiocy that was held by his nemesis. It was mind boggling that one boy could have such little sense and still manage to be allowed to wield the most powerful device the universe has ever seen and defeat planet conquering aliens without hardly breaking a sweat.

Giddy-ness swept over him as his intellectual mind began to process the endless possibilities that had arisen now that the hurdle that was more commonly known as the Ultimatrix was no longer an issue. It was thanks to that rotten device and the teen who wielded it, that he was now stuck as he was. So now that the boy no longer wore it, he was theirs for the taking.

Sweet revenge really was all sense of the word…sweet

Feeling that he no longer needed to listen to the couples tedious and down-right pointless conversation anymore, he fled the scene. As he made his way through the mostly deserted park, he let a dark chuckle rumble from his throat. This time, it would be Ben Tennyson who would be falling at his knees.


The warehouse were he, and his partners base of operations was being held wasn't as magnificent as he would have liked, but he had learned early on that you take what your given and work it to your advantage.

Walking into the almost derelict building, he scanned the area for any sign of his counterpart so he could tell him the wonderful news he had just managed to underhandedly swipe away from the moronic Tennyson.

Spotting him perched over what looked like a high tech computer, he made his way over. He kept his features and voice calm and indifferent as he addressed the other male, he didn't want him thinking he was even more like the boy they were trying to eradicate than he did already.

"I have new, beneficial information on our little 'friend'"

The man looked up, his dark eyes boring into the other bright ones. Scepticism flicked around them as he replied to his new, temporary 'team-mate'

"Do tell. Whatever we can get on the little snot nosed brat and his despicable team is better than nothing"

The bright eyed hybrid smirked, a motion that looked undoubtedly evil and unnatural of the features he sported. "It seems Tennyson has quit his duties of being 'The Saviour of the Universe' and gone back to being plain old ridiculously weak and pathetic Benjamin. What a shame hey?"

The dark-eyed male immediately caught onto what the other was saying and an evil grin of his own spread across his withered features.

"Yes, what a shame. I guess now we will have to change our plans accordingly. As they say "Let the fun begin…"


A/N: Phew! Now that was a challenge! A little competition for you all. If you can guess who or what the two villains are, I will give you a shout out next chapter, review one of your stories (If you have any) and maybe if I have time, will do a one-shot of your choice (Has to be Ben 10 though).

Get guessing! And don't forget to review!

Sam x