So here we go with the second chapter, the second half of episode one as well. For those who are worried, no Venom will not eat Kevin, it was just a joke I placed in the summary.

Anyway, this will see Kevin's debut, as well as the start of the suspicion on if the Omnitrix is the only thing latched onto Ben. I plan on them finding out, but not until a certain part.

Also, please don't get a big head when you believe you're the reason I deleted the old version. It just didn't sit right with me when I was writing it. Also, at the end of the chapter, I believe I have to explain something.Let's begin.

Ch.2 The Return of Ben 10... Or is it? Part 2

"No way!" Ben said as he pocketed the Omnitrix. He and Gwen then started running for it, going through the side doors of the gym. 'I don't think he liked your answer,' Venom said, stating the obvious as the man chased after them.

'You don't say, V.' Ben replied to the symbiote as he and Gwen made it to the exit doors, but unfortunately they're 'locked'. As in they're only stuck in their if they're regular people.

Before he could ask the symbiote for the extra muscle, the man was standing behind them. "Give it to me- now." he demanded as he had his hand out.

"Or what?" Ben asked.

The man simply replied as he grabbed his own face. "Or... this!" He ripped the human face off, revealing a humanoid fish like creature in a metal suit and a glass bowl on top.

Ben and Gwen looked at it. "Oh, that is so creepy," Ben said sarcastically.

'Just overfeed him, he'd get to chubby to move, making him easy to bite off his head,' Venom suggested.

"The hell dude," Ben stated out loud on accident, though it was a whisper, but Gwen heard him. She raised an eyebrow, but decided to question it later. They had a different problem right now.

Ben then tried to moved down the hallway to their right, but a red laser nearly got his feet, stopping him. "Don't make me use it in you," the alien said as smoke came off his blaster.

"Who's making," Ben asked as he was getting ready to use Venom, but behind them Gwen was walking in stairs of pink energy.

"Not fish face here, that's for sure." Gwen stated as the energy came from her hands. The alien fired three shots, but they were all blocked when she swiped her hands, she then sent a blast which disarmed the alien, only to use the energy seconds later to grab him and lift him in the air.

Ben walked closer as his cousin had the alien held. "You're getting really good at that stuff."

"Thanks," she replied before Ben shifted focus.

"I want some answers right now," Ben demanding, black mass from Venom forming around his left fist, out of sight of Gwen, but the alien took notice. "Otherwise-"

"Yeah?" the alien shit back as he struggled to get free of his confinements.

'Don't say it,' Venom said simply.

"I don't know. I'll overfeed you." Ben stated, making Venom facepalm. 'You were the one saying it first,' Ben said to the symbiote.

'Doesn't mean listen to me,' Venom shot back.

"Do I look like somebody to joke with," the alien asked.

'Does he really want an answer,' Venom asked.

The alien's eyes narrowed as he continued. "I'm a duly deputized agent of the Plumbers, an intergalactic law-enforcement organization."

"We know what they are," Ben told the alien, "are Grandpa Max used to be a Plumber."

"Max Tennyson?" the alien asked. "He was helping me on a case when he went missing."

"We're looking for him," Gwen said to the alien.

"Wait," the alien said in thought, "He's your grandfather? You're the legendary Ben Tennyson?"

"Guess so," Ben shrugged.

'More like you know so,' Venom stated.

"I thought you were just some kid who snatched it from the Rust Bucket," the alien stated, "Guess I owe you an apology. If you get me out of this thing, maybe we can find your granddad together."

Ben looked to Gwen and nodded as she proceeded to let the Plumber agent down. Ben then pulled out the Omnitrix. 'You know we don't have to put it on right," Venom asked, "we could always track Max ourselves.''If there is any other way I see that ending, then I would go that route, but we have no idea what we're up against V. Besides, I thought the idea intrigued you,' Ben replied.

Gwen saw how her cousin was looking at the Omnitrix. "Are you sure?" she asked.

Ben then gave his answer by snapping the Omnitrix on, it latched onto his wrist and sealed itself shut. Ben turned to Gwen and lifted the Omnitrix up. "I'm sure."

'Well, this should be interesting," Venom said to himself as he was actually excited at the prospect of getting an edge over his... son.

Moments later, they were at an old loading station for trains. They hid behind a crate as they looked out, Ben, Gwen, and Venom all curious as to why they were here. "So, what are we doing here?"

'I was about to ask the same question,' Venom said to Ben as his host looked out into the yard.

"Stakeout," the Magister said. "According to a tip from your grandfather, the Forever Knights, a group if criminals who-"

"Trade in alien technology. Yeah, I know. I've run up against them before," Ben stated, remembering his previous encounters, including the one that lead him to Venom.

'I would love nothing more then to bite off some of their helmeted skulls,' Venom stated with anger.

The Magister continued. "They're supposed to show up here tonight to receive a shipment of illegal alien tech."

"Who do they get it from," Gwen asked.

"Don't know," The alien answered. "Max was going to tell me, but then he disappeared." The sound of motors could then be heard. "Someone's coming."

Then two semi trucks arrived, followed by a green and black muscle car. Out of the muscle car came a familiar face for both Ben and Gwen, the sight making their eyes widen in shock. "That's Kevin!" Gwen said as they looked at the black mullet teen in a black shirt with a gray long sleeved shirt under it, along with blue jeans and black shoes.

"You know him," the Magister asked.

"Kevin Levin," Ben started. "He's got superpowers. I fought him all the time when we were kids."

'A shame we have to bite his head off,' Venom stated.

Ben rolled his eyes at the symbiote's claim as Gwen continued. "He ended up trapped in the Null Void, kind of an extra-dimensional jail."

'So this is one of your old arch nemesis' right?' Venom asked.

Ben mentally sighed as they watched the deal being made below. 'Yeah, him and Vilgax were the big two that I battled, in all honesty, the only villain to come close to them is your kid.'

'I don't claim that psychopath as my spawn,' Venom stated.

'You calling someone a psychopath... never thought I'd see the day.' Ben joked as they then saw Kevin fire a blaster.

"Those lance are level-5 technology!" the Magister exclaimed. "Planet Earth is only level 2!"

"Hey, what happened to the whisper," Ben asked.

Venom interjected. 'The laser lance happened.'

The Plumber agent didn't reply as he pulled out his blaster and headed down to the dealing. Ben and Gwen quickly followed, with Venom getting ready to strike and defend his host when necessary. "Hands above you heads, air breathers." The Magister shouted out, aiming his blaster at the group. "By authority of the Plumbers, you're all busted.

Then suddenly, several of the humans not in cloaks pulled at their faces, revealing to really be aliens similar to the one Venom had eaten earlier. "Oh that's so creepy," Gwen said sarcastically.

"Isn't it?" Ben asked.

'Atleast we get to fight... I'm starving.' Venom stated.

Ben sighed. 'You can eat in a minute, I guess.'

"Back off," the agent said as he made a line of fire with his blaster. It kept the aliens from coming closer.

Ben looked at him confused. "What now?"

"Standoff," was the reply.

Venom's senses kicked in and Ben looked behind them. "Um, I don't think so. The other guys are behind us." Behind the group, Forever Knights approach with their new blasters. The line if fire also started to die down, making the aliens approach.

"We're toast," Gwen stated.

"No we're not," Ben said as he activated the Omnitrix, "It's hero time!" He pressed the dial, but instead of it activating a transformation, it glowed blue in the dial with several beeping noises.

"Ben!" Gwen said, annoyed.

"Watch!" Ben said as he gestured at the watch.

'Must I do everything ourself!' Venom asked as he then shot tendrils out of all parts of Ben, striking aliens and knights alike, pushing them back. "What was that," Gwen asked as she formed her energy discs in her hands.

"I don't know," Ben lied, he wasn't planning on revealing Venom just yet. 'What the hell dude!'

'The watch is taking to long, just act like you have no control until it's ready,' Venom said as began firing more tendrils as Ben started moving away from the group, being chased by some of the aliens, leaving the rest and the knights to Gwen and The Magister.

"Was that really the best idea you could come up with," Ben asked as once they were out of sight, Ben started using the tendrils strategically, staring by slamming one of the aliens into a wall.

'Did you have a better idea, you were to busy fiddling with the watch,' Venom shot back as Ben rolled out of the way of incoming projectile goo. He then shot another tendril, taking out the one who fired.

Ben then leaped over a crate and just as the alien burst through, he was standing face to face with Venom in full form. "Well hello..." Venom said before taking a bite out of the alien before it could react and swallowing it whole. He then shifted back into Ben to allow him to mess with the watch.

Then out of nowhere, the entire Omnitrix flash green as it shrunk and change color, for reasons neither Ben nor Venom knew. 'Well... that's interesting,' Venom commented.

"It never did that before," Ben added as he fiddled with it looking at the transformations. None of them he recognized, it went from a lean rock being with crystals sticking out, then to a six legged monkey. "I don't recognize any of these guys," Ben stated as he scrolled through the roster, stopping at what seemed to be a plant monster.

'Doesn't matter, Gwen and the fish guy might need our assistance,' Venom reminded him.

"Well, under the circumstances, this one looks pretty good." Ben commented as he pressed the dial. In his place was a humanoid, plant-like alien that has an overall green and black colored body, mostly with a red flame-patterned head and root-like feet, seemingly holding black rocks. His eyes are oval-shaped with points at each end with pupils copying the shape but are smaller. Also, his shoulders and head have red petals and his elbows and legs have green frills sticking out. The Omnitrix symbol placed on his chest.

"Swampfire!" the alien shouted out. "You good in there, Venom."

'That was strange,' Venom commented.

Swampfire shrugged. "You get used to it." He then charged towards where the fight was happening. When they got near, they saw the remaining aliens surrounding Gwen and the Magister, who were both trapped in goo. "Get away from my friends!" Swampfire said in a gruff voice. Three aliens charged right at him, but he single shotted each of them, causing the rest to retreat and get into their truck before trying to drive off.

'Pussies,' Venom commented with amusement. "You can say that again," Swampfire mumbled as he then pulled out a metal pole before rushing the truck. He swung the pole with enough force to knock the truck over. "I would say I forgot how much fun this is, but then I would just be insulting you buddy."

'Indeed, though it is amusing to see you do this without my assistance,' Venom admitted.

That was when a laser legitimately went right through Swampfire's body. They turned to see the Forever Knights firing. "Cut it out. That tickles," Swampfire said with a brief chuckle until one fired with enough force to take his arm off. "Hey!" Swampfire said.

'Let me at them, I'll rip them apart!' Venom roared in his head. Then suddenly, a vine grew from the dismembered arm as it flew over and attached itself to Swampfire again, making him smirk at the Forever Knights. "You guys are in so much trouble," Swampfire said as then mentally talked to Venom. 'Make it look like it's the Omnitrix that's causing it.'

Then, to the surprise of all that was watching, black mass came put of the chest, starting from the Omnitrix area. This made Swampfire grow a couple feet taller, his hands grew longer and equipped with sharp claws, his red buds remained though aswell as the buds surrounding his head, those his face was replaced on the resembled Venom, with razor sharp teeth and a long tongue. Their eyes were also more like Venom's but with a green tint to them. They stared at the Forever Knights with one thing on their mind. "Swamp-Venom!" they shouted out as he faced the knights.

'You really had to shout it out?' Ben asked within their mind.

"You said act like it was from the Omnitrix, right?" Venom asked quietly as they approached the knights who restarted blasting at him, but this venomized alien was upon them in seconds and already took two out with swift and powerful punches, possibly killing them on impact, even with the armor.

The remaining knights began running, but before Swamp-Venom could give chase, only for Kevin to get infront of him. "Hey, Tennyson!"

"What do you want?" Swamp-Venom growled out in annoyance.

"Let's see. You trapped me in the Null Void for all those years," Kevin started.

Venom quickly looked through Ben's memories, with his permission of course, and found what Kevin was talking about. "You did that to yourself, dumbass," Swamp-Venom stated.

"And you've ruined my deal today," Kevin said angrily. "I'm thinking I want revenge."

"You really don't want to face us," Swamp-Venom said as he got ready to pounce.

Kevin scoffed. "Whatever, since I can absorb anything," he said as he touched the metal rail of the train tracks, "I've got more than enough power to take it." A metal coating then developed all around Kevin's body.

"Well, that's new,' Ben commented.

Swamp-Venom growled as he charged forward with a right, but Kevin struck first, hard enough to actually go right through the midsection of Swamp-Venom. Unfortunately for Kevin, Venom had that planned as they proceeded to bitch slap Ben's former nemesis with a tendril before Swamp Venom clapped his ears, followed by a Spartan kick that sent Kevin flying towards the crates.

Kevin then lifted one up before sending it flying at Swamp-Venom, which caused ot to land on the alien. Kevin walked up with a smirk on his face. "And that's what happens when you mess with me."

Then from behind Swamp-Venom sprouted out of the ground. "Is that so," he said to Kevin, who turned around in shock to get a claw swipe that cut into the metal coating ig Kevin, and then to both the surprise of Venom and Ben, fire came from his hands. "Oh, we like this form," Swamp Venom said before blasting Kevin with enough force to knock him into a train cart, knocking him out as the metal left him.

Swamp-Venom went to grab him as he lifted the older teen up, his man opening before Ben stopped him. 'Venom, no... he may be a dick, but he doesn't deserve it,' Ben told the symbiote. This made Venom grumble. "You owe me chocolate covered tater tots," Venom stated as he set Venon down and went back inside Swampfire, giving the reigns back to Kevin.

"Will do, V., will do," Swampfire said as he began to drag an unconscious Kevin to the others.

Okay... the end of the chapter and now time to explain some things. To start with... Venom is attached to Ben, not the Omnitrix, but Ben. Venom can form around Ben whenever he so pleases. Human or alien.

As for the killing, it's Venom guys, he's probably one of the farthest things from a pacifist you can get.

This was a lot longer then I thought, I was hoping to finish the first episode in this chapter, but change of plans. So I ended it after the Kevin fight.

Next chapter should end the first episode, and possibly starting into the next one.

Don't forget to review and check out my profile for my other stories and future content.