Chapter 1: It's Hero Time

6 years ago, a device landed on Earth that a 10 year old boy found on his Summer vacation.

That boy is Benjamin Kirby Tennyson, or Ben for short. The Omnitrix was a watch-like gadget that was meant to turn the wearer into an ambassador to connect all races, but beings like Vilgax saw it only as a weapon. During that Summer, Ben, though an immature kid, was still interested in using the Omnitrix for helping people. As such, Vilgax, along with foes like Dr. Animo and the Forever Knights.

One day, an incident with an alien form of his named Feedback caused Ben to enter a depression, one that, before his 12th birthday, made him decide to retire from the alien hero business.

Then one day, word of an alien conspiracy leading to an invasion made him step out of retirement. From that day, Ben 10 was back.

About a year ago, Ben's original Omnitrix was destroyed, but a certain jealous Galvan named Albedo built an alternate version, the Ultimatrix. Upon gaining this device, and its power to temporarily evolve his aliens, Ben was now armed with more power than before.

Power that others want to get their hands on, and also destroy.

And one of the many foes he's encountered wants revenge, and has found someone who can help him.

Someone more familiar with another teenage superhero, but not afraid to mess with someone else's life.


In Bellwood

Ben finished up his homework as he got up from his desk and stretched his arms up. His back was feeling stiff from sitting for 3 hours.

"Okay… that's it for what's due Monday." He said.

Despite that his identity is known to the public, Ben still has schoolwork and duties outside of Plumber and superhero work. And he is not allowed to use Brainstorm or another alien to help. It was moments like this he wished he still had a secret identity, since he could get away with using his alien forms to make his homework easier to finish.

Man… what I wouldn't give for Vilgax to invade. At least it'd be something interesting… He thought.

After stopping, he took a moment to stare at the device on his wrist.

The Ultimatrix, a version of the Omnitrix that, despite the one behind it thinking it inferior, can grant Ben evolved forms of his alien forms.

Forms he is not allowed to use right now.

"This has been boring..." He muttered. Ben was feeling stir crazy when he got a call on his phone. He answered. "Hello?"

"Ben?" It's his cousin, Gwen. "All done now?"

"Yeah… finished in time." Ben responded.

"Good… because we really need you. Trombipulor is causing a rampage downtown. As much as I respect your mom insisting you finish homework, I really wish that right now wasn't the case…" Gwen said.

"On it, Cuz." Ben said before hanging up.

He opened his door and was on his way down the hallway until his mother called out.

"Benjamin Kirby Tennyson! Did you finish?!" She called out.

"Yes, Mom!" He said, getting to the door.

"Don't be out too long!" She responded.

"I won't!" He assured her before opening the door.

Ben shut the door before running and hitting the Ultimatrix.

In a flash, he morphed into an alien. This alien resembled charcoal and had fire on his head. This was the first alien Ben ever turned into.

"Heatblast!" The alien form shouted before using his hands like rockets to elevate himself into the air, on his way to help deal with the trouble downtown.

Unbeknownst to him, someone was watching. This someone had a plan.


In Amity Park

It was a rare day off from dealing with ghosts.

Team Phantom decided to have a bit together for the occasion.

"Pizza's here." Danny said.

''Finally. I'm starving..." Tucker said.

"Let's see what's on…" Sam says.

They ordered two pizzas, one for Sam and one for the rest. They all began to dig in and talk.

"So, how are things with Jake?" Jazz asks before taking a bite.

"Pretty cool… He and Rose are reuniting this weekend, so he'll be swamped." Danny says.

''That's cool..." Tucker said before taking another bite. "Doesn't she have a twin sister?"

"I don't think you'd be her type…" Sam remarked.

''Yeah, I'm sure Jake isn't going to play matchmaker with his girlfriend's sister..." Jazz commented.

"How are his friends?" Sam asked, taking a bite of her vegan pizza.

"Pretty cool. He said Spud is still with his cheerleader girlfriend, and Trixie's-"

"Hmph…" Tucker went, notably pouting.

Everyone's attention went to him.

"What was that?" Danny asked.

"You said the T word..." He muttered bitterly.

"I see someone's still miffed about that number." Sam snarked.

She is referring to the time Tucker hit on Trixie and she rejected him.

They were laughing about "1-800-YOU-WISH" for days, much to Tucker's annoyance.

"Come on, Dude. You were trying too hard." Danny says, trying to sound sympathetic.

"That's because it's the only kind of trying he can do with the opposite gender." Sam remarked.

"I don't see what her issue is. I'm charming, handsome… and modest." Tucker said, sounding egotistical.

The others rolled their eyes at that.

"Apparently, you don't understand what any of those words mean." Jazz says.

"Especially the last one..." Sam snarked before they went back to eating.

"Pretty sure Trixie knew those words better than you do." Danny said with a small smile.

"Whatever…" Tucker groaned before eating his slice.

They decided not to go any further on this, knowing how stubborn Tucker can be.

"I'm just glad that for once, we don't have issues with ghosts…" Danny said.

Before he could take a bite, a knock was heard at the door.

Once they looked at the door, they saw something slip through the mail slot.

''Huh. That's weird… the mailman's early. And why did he knock?" Jazz asks.

Danny shrugged as he got up and walked to the door

"I guess this one is pretty important..." He said.

Danny picked up the envelope, doing a double take when he saw who it was addressed to.

Everyone else saw the odd expression on Danny's face.

"Uh… Danny?" Sam asked.

"What's wrong, little brother?" Jazz asks.

Danny held the envelope up.

"You'll never guess who this was sent to." He responded.

Jazz approached and, once she took a look, she realized what he was talking about.

"To… Danny Phantom?" She asked out loud.


In Bellwood

After dealing with that alien elephant, Ben decided to celebrate the only way he knew how, with a smoothie.

Delicious. He thought.

As he sipped, Ben thought of something.

"So… any plans for tomorrow night?" He asks.

"Headin' to the auto show tomorrow. Gonna see what's up and coming, and what upgrade I can give my car." Kevin said.

"And I got an exam to study for." Gwen says.

Ben hid his disappointment with a smile.

"Oh… that's cool." He admits.

He sipped his drink more as Gwen noticed he was hiding how disappointed he was.

"Ben?" She asks.

"It's okay." He said as he stopped sipping. "You have your studies and Kevin has his cars that we're hoping he doesn't steal the blueprints for to upgrade his own ride." Ben said.

"I make no promises, Tennyson." Kevin responded.

Gwen sent him an annoyed look before turning back to her cousin.

"Come to think of it, Ben, I don't ever really see you hanging out with anyone but us." Gwen said.

Ben was silent for a moment as if trying to come up with a response.

"Well… it's not like I ever always have time to be around anyone else, what with the planet getting invaded or someone we took down wanting revenge." He said.

"Fair enough, but I at least have one friend not part of the team." Gwen said.

"And I got lots of friends…" Kevin said.

Both Tennyson cousins gave him an incredulous look.

"Kevin, half the people you call friends either want us dead and the other half want to sell us out to people who want us dead." Gwen said.

"I never said they were perfect." Kevin responded.

Gwen gave him a chiding glare before directing her attention back to Ben.

"What about Julie? You two on talking terms again?" Gwen asks.

"We are… sort of. But she's with her dad on a trip. They don't come back until Sunday night." Ben responded.

''Oh..." Gwen said.

She and Julie got along, but she and Ben tend to disagree a lot. This was especially after Ben's identity was revealed to the world.

"What about your folks?" Kevin asks.

Ben rose an eyebrow.

"No…" He responded.

"How about Jimmy?" Gwen asks.

"He's been grounded by his mom." Ben said.

"And Grandpa?" Gwen asks.

"Well… he's going North to buy…" Ben shuddered at the thought. "...mealworms for burgers…" Ben responded.

Gwen made a gagging sound before straightening herself.

"Well… there has to be someone who you can spend some time with?" She asks.

Ben thought about it and realized that with the exception of his team and ex girlfriend, he didn't exactly have anyone to hang out with.

Wow… guess I am a doofus. Ben thought, frowning.

He took another sip of his smoothie and decided not to press on about it.

As Ben sipped his smoothie to get his mind of his issues, he was unaware someone was watching from afar.

Someone more familiar with Danny Phantom than Ben 10.

"So… that's the one who had this Omnitrix?" He asked with his fangs bared.

Someone spoke to him via an earpiece he was wearing.

"That is him… I cannot tell you how annoying it was to have to deal with him. He's too much of a fool to think he was rid of me… but you can help me." The voice said.

"The last time I joined forces with another, he betrayed me. Don't think I will trust every word you said…" He warned.

"Of course, Plasmius. Once this is done, you may have this new version, this Ultimatrix. I simply want revenge on Ben Tennyson… Don't forget who got those witches off your back." This being said.

"Of course…" Vlad Plasmius said as he continued to watch Ben from afar.


Somewhere else

They were unaware another was watching.

This figure wore a cloak, carried a staff, and observed via a monitor.

It was Clockwork, the master of all time, who saw this and knew what was to come.

"He's already sent the letter… that know-it-all." Clockwork said with an amused smirk.

He knew that a meeting of two heroes was about to happen now.

Clockwork looked at one of the many clocks in his lair and nodded.

It's almost time... best make sure Danny Phantom will have what he needs... less the world loses a hero. He thought.

With that, he flew to another room, intent to make sure Danny has what he'll need in the coming meeting with Ben 10.


Well, this one's been a long time coming.

I'm adapting the DBX episode of Ben 10 vs Danny Phantom. This is a direct sequel, hence why Tucker is still bitter.

This one is going to be shorter than Danny Phantom vs American Dragon Jake Long, since DBX is shorter.

For the record, I'm not really a follower of DBX, as these days it's more a popularity contest than anything, the reveal of who got the most votes at the end being proof of that.

Special thanks to Flower princess11 on some parts.