Welcome to the first actual chapter of The Ultra 10 Chronicles: Volume 2: A Hero Earth Needs! To anyone returning to The Ultra 10 Chronicles from reading Volume 1, THANK YOU so much for continuing on with this story! To anyone who is new, welcome! I really hope you enjoy it! A quick reminder: Please leave a review with any comments, critiques, ideas or the likes! I grow as a writer when I am critiqued, and the story gets better for it! Also, if you have some ideas, they could very well be incorporated into the story!

Also, these chronicles are just that, chronicles of the major events surrounding Ultra 10 and Team Ultra. I have no intention of covering every story or villain they encounter. So if you want, you are totally free to write alternate timelines, side stories, the works. If you want them to tie into what I have planned, private message me with some of your thoughts, and I'll give you some details as to how it would tie in! I am also open to co-writing a story of yours, or a chapter of mine! Again, private message me for details!

I also do a soundtrack for the chapters, a song or two that conveys the feeling of the chapter. You can choose to listen to it, or not, but I think that it would enhance your reading experience!

Further than that, enjoy the chapter!

An undisclosed position

"So you've made your decision," Animo's voice came in over the speaker. "Let it be known that the hero, Ultra 10, murdered his nemesis in cold blood." Alex watched the screen, his fingers knit into a thinking position.

"Ultra! Don't!" Lucky Girl's shout came from the microphone.

"I'm sorry, Lucky Girl," Ben muttered. From his camera, Alex could barely see Ben's arm move backward, preparing to impale Doctor Animo through the chest.

"Strike me! And become what I've become!" Animo's shout blared through the speakers.

"I don't think so," Alex muttered. "I can't have Ultra 10 become the villain, before I've had my fun with him." Alex reached forward and pressed a button. The order traveled almost instantly over the internet towards the bug on Animo's coat.

"I have destroyed… Ahh!" Animo shouted in pain. The bug Alex had planted on Animo self-destructed, emitting an electric pulse, electrocuting Animo. The screen went fuzzy as his computer lost the video feed from the bug. The last bit of audio transmitted was that of Animo shouting in pain as electricity coursed through his body. Alex smiled in pleasure at the thought of that annoyance experiencing so much pain before his death.

"Not until I have danced my little dance with him," Alex smiled as he spoke. "Once he has played my little game, then will I break Ben Tennyson down to see himself as the villain that he truly is." Alex smiled a devilish smile.

"Then, and only then, will he have my permission to die."

The Ultra 10 Chronicles: Volume 2: A Hero Earth Needs

Chapter 32: A Hero No More

The next day

Gwen was in her room doing her homework when her communicator sounded. Grabbing it, Gwen answered.

"Julie? What's a matter?" She asked, standing up and getting ready to summon her Lucky Girl suit.

"Nothing's wrong… Not right now at least," Julie responded. "Have you had any contact with Ultra 10 since the incident with Doctor Animo?"

"No… I haven't seen him around," Gwen responded. "Something wrong?"

"No, probably just me," Julie sound a little unsure of herself. "We just usually touch bases pretty frequently. And now with Sam gone and Lukas… Well, I'm just fretting over nothing, probably… Anyway, Cooper was wanting you to come to the garage. Said that he's got something for your team."

"Alright," Gwen said. "I'll be there in a few minutes." She ended the call, allowing the communicator transform back into its bracelet form and took a step back from her desk.

"Ostendo!" She said. Her school uniform disappeared, being replaced with her black leotard, purple sash and black cat mask. She opened her window, but a thought prevented her from jumping out. Crossing her room, she creaked open her door and shouted out into the hallway.

"Mom? I'm going to be studying for a test for the next little bit! So don't interrupt me, alright?" She shouted.

"Thanks, sweetie!" Her mother shouted back from the kitchen. "Good luck!" With that, Gwen shut her door and locked it, before leaping out the window, and onto the roof. Sliding down the backside, she leapt onto the grass on the side of her house, and took off down the street. As she ran, she took out her cell phone and called Black Cat.

"Hello?" Maddie answered.

"Hey, Maddie," Gwen replied. "Why hasn't Ellie picked up?"

"She is with her family out of town," Maddie said. "They usually do some big family thing for Memorial Day. They visit their grandparents and stuff. So she probably didn't answer because they're in the car or something."

"Ok, so you're in town, right?" Gwen asked.

"Sure, I'm at my house," Maddie replied. "What's up?"

"I don't really know yet. Cooper said he's got something for the team, and I'm headed over there now."

"I guess let me know what it is," Maddie said. "Until then, I've got more homework to get done."

"Will do," Gwen hung up. After a few more minutes, she arrived outside of Cooper's house. She saw Julie's car parked on the curb as she walked up the driveway. Going over to the garage door, she gave it a big knock. After a moment, the door opened, revealing Julie.

"Hey, Lucky Girl," she greeted her as she moved to the side to let Gwen in. Gwen smiled as she walked past her and into the garage. Every time she was here, it always surprised how much Cooper could fit inside the small room. As she took it in, she spied Cooper over on the far wall, working on something on the worktable. Gwen made her way over to him, sitting down on a stool.

"Hey, Cooper," she greeted. "Julie said you had something for me?" Cooper looked up from his work startled, only just noticing Lucky Girl sitting beside him.

"Lucky Girl! Hi! Um… how long have you been here?" Cooper asked.

"Just arrived," Julie cut in, making her own way over to the two.

"What she said," Gwen said, jabbing a thumb at Julie. "She also said you wanted to talk?"

"Yes!" Cooper said. He took off the googles he was wearing and slid open a drawer, reaching inside. He pulled out a small box and handed it to her.

"What is this?" Gwen asked, taking it and looking it over. It was small, but heavy. It was gray and made out of metal, and it felt solid, but other than that, Gwen had no clue what it was.

"Julie and I agreed that it's time that you joined the team. Officially, I mean. That is a new prototype of Nano-mech I've been working on for a couple of days," Cooper explained. "After what happened to Lukas… Well we don't want that to happen again."

"So?" Gwen asked.

"So this prototype expands over the body much quicker than the older model. It can also monitor several of your vitals, meaning that when you get stressed, it can automatically open up and cover you," Cooper explained. "Of course you can turn that function off, I was hoping that it would help prevent what happened to Lukas from happening again."

"So it's like a shield, that activates when I get hurt?" Gwen asked.

"Or when you start expecting a fight," Julie said.

"Of course there were a few trade-offs that I had to make. It's not quite as dense as the older model, like what Ultra 10 has currently. So it offers slightly less protection, but it should be able to protect you rather well at a moment's notice. Much faster than the older model."

"And why are you telling me this?" Gwen asked again.

"Like Cooper said," Julie reiterated. "We think that it's time you officially join Team Ultra. And your team too, if they want. Just… better coordination can better prevent what happened from happening again."

"I'd make another nano-mech suit," Cooper said. "But these things take time and money, both of which I'm a little short on, especially with Morph filling in for Ultra 10 these last couple of days. I'm working on updating Morph's armor to act in the same way as that one." Cooper pointed at the box in Gwen's hands.

"After that, it's onto Ultra 10's suit. Then, perhaps I can get to making another one, or spare mech." Cooper said.

"I'm going to need to talk to my team before I join," Gwen said, offering the box back to Cooper. Cooper shook his head.

"No, this is a gift," he said. "We would like to work with your team, but this is a shield for your teammates."

"My teammates?" Gwen asked again. Cooper nodded.

"When you had them call us, when you took down that Kevin guy," Julie butt in. "We could tell that there were at least one other person you were talking to, other than the one that called Lukas."

"So this suit is able to be split into two or four separate suits," Cooper said. "Though the protection goes down. With four, it's little more than a breastplate. But two is at least a helmet, a breastplate, and shoulder guards. Not much, but it'll help. Like I said, I'm trying to make more, but it's going to take some time."

"So how do I…" Gwen asked.

"Twist it in half," Cooper instructed. Gwen did as she was told. The metal separated easily into two identical halves. "Twist it again for four parts. And simply put them together again like magnets to combine them."

"Wow… That is actually really cool," Gwen marveled. She put the two pieces together again.

"We definitely don't want any more casualties," Julie said. "So even if your team still works separate from us, they can be a little bit more safe. As such, Cooper disabled the communicator…"

"Disabled?" Gwen asked.

"I was struggling to have enough nano-mech. So I… recycled most of them from Lukas's suit. In doing, I disabled the built-in communicator," Cooper said, a little shyly. Gwen looked at the nano-mech in her hand. New understanding washed over her as she thought of the memory of Lukas.

"I get it," Gwen said. "I… I'll tell my team about working with you." Cooper nodded.

"Guess I'll see you around?" Gwen asked as she walked back towards the door.

"Yeah," Julie replied. "Oh, and Ultra 10 doesn't seem to be answering my calls. His communicator is still turned off."

"If I run into him, I'll let you know," Gwen finished the thought. "Thanks, guys." Getting out of the garage, she looked again at the nano-mech in her hand.

"It almost feels like we're forgetting about him," she whispered to herself. "And so soon too. But…but Cooper's probably right. We need to put it to good use. He can't use it, so we had better use it." She slipped it into her pouch between her leotard and her sash, and took off again into the night. Running a good distance from Cooper's house, she opened her phone and called Maddie. Gwen started to tell her friend all about what Cooper and Julie had proposed to her.

"So they want us to join the team?" Maddisen asked. "What all does that mean?"

"It means that we'd probably work from Cooper's garage, or Julie's new apartment, so that we could coordinate our efforts better. It also would mean that you and Ellie would get comm links, to stay in touch. Other than that, everything would probably stay the same."

"Except for the armor," Maddie reminded.

"Right," Gwen said. "Which is why I wish Ellie were in town. So that we could actually make this decision together."

"Let's hold off on officially deciding until she does get back, but I see no reason why she'd say no," Maddie said.

"Alright, I'll swing by and drop off the nano-mech armor for you. It interferes with my magic, so I am thinking I'm going to keep trusting in my charms. But you should definitely put it on."

"Agreed," Maddisen said. "See you in a few!" With that, Gwen hung up and started making her way to Maddisen's house.

Later that night

Ben walked down the street with only the street lamps lighting the sidewalk. He turned down a street, and continued towards his destination. A light drizzle had started, and Ben shivered in the cold. He pulled his jacket closer around himself. Finally, he passed through the wrought iron fence, and moved further into the cemetery. Searching through the gravestones, he found the one he was looking for. A brand new one placed there only a few days before.

On the smooth granite face was etched the name, "Lukas Wheeler. Beloved Son and Friend." Seeing it again, Ben fell to his knees, feeling absolutely terrible inside. The rain had started to fall harder, soaking Ben and everything around him.

"I'm sorry, Lukas…" Ben muttered. "I tried to avenge you, but I just couldn't kill him. I…" Ben's voice caught up in his throat. He took a moment to compose himself.

"Doctor Animo is dead, though not by my hands. I couldn't kill him, and become a murderer like him. I couldn't let him have that victory over me," Ben took a minute before he continued. "I hope that brings you peace. Even though I couldn't avenge you, your murderer is dead. I hope, wherever you are, that the knowledge brings you peace." As Ben finished saying this, he looked up into the sky, as if to look for his friend. Through the downpour and darkness, he saw a break in the clouds, off in the distance.

"You were always a better guy than me, and I just hope that I can do your legacy justice. Thanks for listening, Lukas." Ben produced a small picture from his pocket. It was taken shortly after Lukas had found out that Ben was actually Ultra 10. It was a simple picture of Ben and Lukas hanging out together at Lukas's house. Ben placed the picture underneath a rock on the side of the gravestone. Having done that, he turned to leave.

In one of the trees in the cemetery, a bird took off from one of the higher branches. Seemingly following Ben down the road for a little ways, it eventually flew off into another direction.

The next evening

Gwen was getting a little frustrated. All day today, and all day yesterday, she had not so much as heard a word from Ultra 10. He wasn't answering his comm link. Heck, he wasn't even answering Julie's phone calls, or stopping by her apartment. He had just disappeared, and it was really starting to annoy her! Gwen opened up her comm link and tried to call Ultra 10 again for the fifth time tonight.

"Come on, Ultra! Freaking pick up!" Still, nothing. She slipped the communicator back onto her wrist, and continued her patrol for the night. About twenty minutes later she was startled by her communicator going off.

"Hello?" Gwen answered.

"Hey, Lucky Girl," Ultra 10 answered. Gwen felt her face flush red, annoyed.

"About freaking time you answered!" Gwen almost shouted. "What were you thinking, turning off your GPS and communicator like that! You had Julie, Cooper and I worried sick!" Gwen heard silence for a couple of moments before Ultra finally spoke.

"I'm done with being the hero."

"What?" Gwen asked. "What do you mean you're done?"

"I mean exactly that," Ultra 10 responded. "I can't be the hero, Ultra 10 anymore."

"If this has to do with Animo," Gwen responded. "Then I get it. You went off the tracks for a little bit there… But you didn't kill Animo! You didn't let him have the last victory!"

"It's not about me almost killing him," Ultra responded. Gwen took a breath to speak again before being cut off by Ultra again. "And it's not about Lukas either… At least, not specifically. I know that I didn't kill him, and that it is Animo's fault that he is dead."

"Then what is it about?" Gwen asked, still a bit annoyed, but a tender softness in her voice now that wasn't there before.

"I keep thinking about what Animo said that night," Ultra finally said after what felt like forever. "About my identity. He discovered it. And if any of my enemies ever found it out too, then no one I know would be safe. My parents, my friends, my extended family…"

"Who knows, if they found my identity, they could learn about my team. You or Julie or Cooper could easily become targets. I can't have that on my mind…" Ultra 10 trailed off.

"So your solution is just to not be a hero?" Gwen asked. "You know that that can never last."

"You don't know that it wouldn't," Ultra 10 countered. "If Ultra 10 just disappears, then I can only hope that my enemies will believe that I truly am gone. The PLUMMERs can take them down, or the police or the army. But anytime Ultra 10 gets involved, I put people in danger."

"Ultra…" Gwen started.

"This isn't a decision I'm making easily," Ultra 10 cut her off. "I love using my powers, and helping people. But if that harms more people than it helps, then I can't do it."

"But if you at least took a backseat," Gwen started off. "Like help Julie or Cooper…"

"No, I'm too big of a target," Ultra said defiantly. "If anyone learned that Ultra 10 was still in action, even behind the scenes, they will hurt or kill anyone to get to me. I've made the decision already." Gwen could feel tears well up in her eyes.

"Then why bother answering?" She asked.

"To say goodbye," Ultra 10 said. "And to ask you to stop trying to find me. Ultra 10 is dead." With that said, Ultra ended the transmission.

"He's really gone, isn't he?" Gwen asked no one in specific. "I guess that I had better tell Julie. Maybe she can talk some sense into him…" She took out her communicator and called Julie's.

"Hey, Lucky Girl," Julie answered. "Any news on Ultra 10?"

"Yes, actually," Gwen replied. "And I think that you're going to hate the news as much as I hate it…"

The next morning

Ben woke up in the morning having slept the best night's sleep he'd slept in a long while. He had been home all last night, and had even gone to bed early, just to revel in the fact he could. Being Sunday, he didn't have to worry about being late to school, so he slept in as long as he liked. When he finally decided to get up, he took a long, relaxing shower. Getting out, he saw himself in the fogged mirror.

Through the fog, he saw his scarred arm. Although it had healed by now, he still had several lumps of scar tissue from where the electricity form his fight with Kevin had burned him. Touching it, he felt the hard, calloused skin spiderwebbing across his shoulder. Briefly the images, complete with the searing pain, flashed through his mind, as he remembered his fight. Then, just quickly as it came, Ben shook his head free of them.

Grabbing a towel, he crossed into his bedroom and got changed into his lazy day clothes. Finally, he opened his cell phone to see if he had any messages from any of his friends. As it turned out, he only had one message that was unread. A message from "Doc." He almost deleted it, but decided to read it first.

"Ben, call me! I need to talk to you ASAP!" Ben shrugged off his inclination to delete it, ultimately deciding to text her instead.

"Sounds like Lucky Girl told you the news. It's true, I'm done with the hero business. You can call me, but I'm not going back to being Ultra 10." He pressed send, and slipped his phone into his pocket. Not really having any plans for the day, he decided to turn on his tv. As he crossed his room over to the tv, he nearly stepped on his Playstation. Deciding that playing a video game would be a better waste of his time, he plugged it into the tv, and started it up. He nearly choked when he realized the game that was still loaded up when the screen came on. Sumo Slammers: The Game. The one that Lukas had gotten him when he turned eleven.

Sighing, Ben turned off the tv, and wandered over to his closet. He slipped a sweatshirt on, determining to go out for a walk. He hadn't yet left his room when his cell phone rang. Pulling it out, he saw the caller ID. Sighing again, he answered the call.

"Hey Julie," Ben greeted. "Before you start, I want you to know that I have already made my decision."

"Ben, I can't imagine what you're going through right now," Julie said. "You were the closest one to Lukas. And immediately afterwards, the whole incident with Animo, the way he twisted your feelings and your mind…"

"Julie," Ben stopped her. "I told Lucky Girl, it's not because of them that I made this decision. I'm doing it to protect my family and friends. You can keep fighting if you want, or you can quit too. But I'm not going to put you, or my family at risk, just to beat some local punks robbing a 7-Eleven. Not anymore."

"Just…" Julie paused, trying to keep too much emotion from flooding her voice. "Don't let the fear win… Promise me you won't let your fears win…" Ben took a deep breath.

"Julie, I'm happy. I'm happy right now without the stress and responsibility of Ultra 10," Ben said. "I slept better than I had in years last night. I woke up without a care in the world. I know that, if something were to happen, it's not because I wasn't fast enough or strong enough. It's not my fault." There was a moment of silence before Julie spoke again.

"I hope that stays the case. I hope that you can keep enjoying your freedom. I truly do," Julie took a deep breath, as though she were trying to steady herself. "Remember that we're your friends. If you need something,"

"I'll give you or Cooper a call. Thanks." Ben ended the call and slipped the phone into his pocket. He looked around his room for a moment. "That's right, I was going out for a walk." Ben exited his room, and left his house.

Julie's apartment

"So it really is just us, then," Julie said. "It sounds like Ultra 10 is really done heroing."

"I guess that means that Team Ultra is done for?" Lucky Girl asked.

"No," Cooper said defiantly. "That's what Ben kept trying to tell us. That this is not about him, but about us, as a team. He's out, sure. Maybe for a while, maybe for good. But that doesn't mean that we just give up. We have to take on the mantle. To give up would be to let Animo win in destroying us. It would spit in the face of what Lukas died for. Ultra has some things to work out, as to whether or not he still is going to be a hero. But I've made my decision."

"But Cooper," Julie asked.

"I understand where he's coming from," Cooper cut her off. "When I left the team, I felt that I couldn't possibly come back. That I couldn't forgive him for what he did to me. But that was the worst decision that I could have made. I hated myself for it. I left him, and the team, without the support that they needed from me. I was selfish, and I hated it. Ultra will realize the same thing, eventually. Maybe not today, maybe not in the next year. But he is a hero inside, and he wants to help people. So eventually, he will help people. And then he will realize his mistake in leaving."

"And when that happens?" Lucky Girl asked.

"Then we will welcome him back with open arms," Julie said. "And until then, we will continue the work of Team Ultra."

"About that," Lucky Girl said. "I talked to my team about joining. All three of us decided that we would take up your offer, especially now that we are short on people to fight with us."

"How are you going to change that?" Cooper asked. "Sam still has his suit, and the one I gave you won't act as a functional suit for three people…"

"It'll work for one though," Lucky Girl said. "Maddisen is going to wear it. And she is going to go as Steel Girl."

"Is she sure about this?" Julie asked. "It is dangerous, and carries a lot of risk."

"Both she and Ellie insisted on it," Lucky Girl said. "Besides, Ellie's still out of town, and the metal disrupts my casting. So she's got the full suit for herself."

"Then I guess that we'd better figure out a way to start training with her," Julie said. "It would be a good idea for her, Lucky Girl and Morph to learn how to work together, especially with Ultra 10 out of the picture." About that time, Lucky Girl's cell phone rang.

"Guess I'm saved by the ringtone," Lucky Girl said. "I'll talk to you two tomorrow afternoon. That's a good enough time to start training together." With that, she got up and exited the apartment, putting her cell to her ear as she exited the door.

"Do you think that we can actually pull this off without him?" Julie asked.

"It'll be a whole lot harder without Ben," Cooper said. "As much as I hate bringing anyone else into this "Danger Club," I don't know any other way. I think that Maddisen would be a good choice. And with the updated mech, it should be a ton safer for her too." Julie nodded.

Five minutes before

Ben reached into his pocket and pulled out his cell phone. He was bored, and was having a hard time trying to think of anything to occupy the seemingly endless amount of time he now seemed to have out of nowhere. How he had managed to spend all of this time before the Omnitrix and Ultra 10 became his life, he had no idea. reluctantly, he opened up the phone and dialed one of the few numbers he still had on speed dial. It rang a couple of times, before she answered.

"How's my favorite Doofus doing?" Gwen answered.

"Hey, Dweeb," Ben said. The name had somehow gone from infuriating to endearing over the last few years since their mutual summer road trip with Grandpa Max. "What are you doing?"

"Alright, who is this, and what have you done to my Doofus of a cousin?" Gwen playfully demanded.

"What? I can't call my favorite cousin to talk?" Ben feigned hurt.

"Not when you can barely stand that cousin!" Gwen joked. The two teenagers laughed for a moment. "Seriously though, what's up?"

"I just got done with my homework early today, and was wondering if you wanted to hang out?"

"You? Done with your homework early?" Gwen asked. "Seriously? That's the best you can come up with?"

"Alright, I haven't done any of my homework yet," Ben relented. "But I didn't plan on doing any of it, so technically I am done! And if I had planned on procrastinating until tonight before deciding on not doing it, then I would technically be done with it early." Ben smiled as he could practically see Gwen banging her head into the nearest wall.

"Why do I even try to understand you," Gwen blurted out. "You make absolutely no sense!"

"Yeah, I do it precisely to keep dweebs like you from figuring me out!" Ben laughed back.

"So what are we doing this time?" Gwen asked. "If I remember right, we hung out at my place last time, so it's your turn to pick what and where."

"Well, I was wanting to go see the new Sumo Slammers movie that's in theaters," Ben smiled again as he heard Gwen groan.

"Not that nerd-fest, please…"

"But I don't feel like torturing you today, so how about we just play some video games?" Immediately, Ben remembered what game was in the Playstation, and he wasn't sure if he was comfortable playing it again.

"Alright, but I choose the game," Gwen relented. "As much as I like beating your butt in Sumo Slammers, there are other games that are worth playing." Ben breathed a sigh of relief.

"Cool, I'll see you in a bit then!" Ben hung up.

A/N:

And that will do it for the chapter! What did you think of it? What about Ben's decision? We all know that he's going to eventually get drug back into being a hero, but what are the events that make him go back? Any thoughts about Black Cat finally joining the team? Speculations about Alex Animal's plan for Ben? Leave them in a review, and be sure to favorite and follow!

Just a reminder for all you Ultras out there, I upload weekly on Mondays, and if I am able to get a chapter out, on Thursdays as well! The summer is beginning, and so too is work picking up, so I hope to keep to this schedule, but it could change to every other week uploads for a month or more. I'll be sure to let you know! Other than that, thank you for reading, and have an awesome day!

Review Responses:

None? Hmmm... Oh wait! There is a few! *Smiles*

UchihaNaruto247: Ok, chapter 28 (Volume 1) was short but a nice intro to this new Alex character, I'm interested to see how he fits in the story. Is he going to be the Beast Boy of this universe? Jeez, just finished chapter 29 and that took a turn. I've never seen someone give in to hate so easily. Did he honestly think he was going to be able to rescue his father if a whole building exploded? If his father was in the building at all, he'd be dead, and the only thing he'd accomplish is either killing himself or just scarring his body to a great degree. Wow...just wow, I never expected this to happen at all, that was brutal. RIP my boi, there won't be another like him, he a ride and die friend, and for him to just be gone like that is tough. Honestly I won't be surprised if Ben starts to kill his enemies from now on, or at the least brutalize them.

Thanks for the reviews, Uchiha! Alex Animo was actually based off of a dream I had several years back, probably around 2016. I liked the idea so much that I created a superhero profile for him. (Yes, Alex Animo was orriginally supposed to be a hero, completely unrelated to Ultra 10!) And when I was brainstorming the plot for this story, about July/August 2019, I decided to throw Alex in as a minor side superhero or anti-hero. But as I worked the plot, he kept getting darker and darker, until I decided that he'd fit as a sociopathic villain much better. (Perhaps he may show up in the U10-verse as a hero, you never know. I still am adding a ton to the plot, and changing as I go.) As for inspiration, I think that he is primarily based off of, at least subconsciously, the Animorphs book series by K.A. Applegate, primarily in his ability to acquire new forms, and his ability to communicate with them. Although, I would probably say that the Martian Manhunter and Beast Boy would be inspirations as well!

As for his origin, yeah, he really flipped to a villain rather quickly. He has several sociopathic traits in his character, such as being manipulative, believing he is superior/smarter to everyone else, lacking sympathy or remorse, controlling, believing that he is infallible, or nearly so, being self-centered/narcissism, etc. Having one or several of these traits doesn't make you a sociopath, as they are natural to a degree. But take these traits, and combine it with a criminal tendency (which can be brought on by trauma, resentment, loss or jealousy) and you have a perfect setting for a sociopathic villain. Alex's was brought on by the violent death of his dad, who he saw as the only benevolent person he knew, which is why he was so close to him, and wanted to save him.

His hatred for Team Ultra was in part because he felt that he was the good guy, and that Team Ultra was the villain in preventing him from rescuing the only person deserving rescue, his father, even if it would accomplish nothing but his own death or injury. Alex has a special hatred for Lukas, who he actually thought was Ultra 10 until his and Animo's stalking revealed their true identities, just before they parted ways. And, as he wants to destroy the leader of Team Ultra slowly and painfully, (Such as preventing Ben from killing Animo to further screw with his mind,) he saw it as an acceptable setback/detour to his plan to end Lukas's life.

As for Ben, you're right on the money. He was ready to start offing his enemies, if it weren't for Lucky Girl and Alex Animal stopping him. In the later's case, it was to further break down Ben's character, not out of any respect for him or Animo. But, as you read in this chapter, Ben's solution to constantly trying to battle the conflicting feelings of what is just, and what he wants, is to quit altogether. When he started, being a hero was fun. There were rules, and things were black and white. But, as he grows, he's seeing all of the grays, and that there aren't really many rules the villains won't break. So he wants to simply quit. Of course, Alex, along with his other villains, won't let him walk away so easily. Hmm... I wonder what will spur his reentry into the hero business, and how long it will take? *Smiles devilishly* Thanks for the reviews!