In this A.U. the events of Ultimate Alien and Omniverse never happened because let's be honest storywise they're batshit insane. Though I do like the Omnitrix design from Omniverse much more inconspicuous so that's what the Omnitrix in my story looks like.

Prologue

Ben Tennyson laughed as he dodged a chili fry thrown at his head by his best friend.

"Your aim's as bad as your hair, Kevin," the eighteen-year-old quipped. Currently, the two were hanging out in a Mr. Smoothie's parking lot while waiting for Gwen, Ben's cousin and Kevin's girlfriend, to arrive.

"Don't diss the hair, Tennyson," the bulky nineteen-year-old said, though he couldn't help but smirk.

The two close friends retained a comfortable silence as they ate their fries and drank their smoothies.

Yes, life was pretty good nowadays. Ben had grown into a mature and handsome adult, whose good looks caught the attention of women everywhere. His days of cocky childishness were long behind him, allowing him to fully settle into his role as a hero after graduating high school (fortunately, no one had figured out his secret identity over the years). Even Azmuth, the creator of the Omnitrix, had taken notice of Ben's growing sense of responsibility, and had rewarded him for it.

A few weeks ago, the Galvan had dropped by Ben's apartment (which he could afford by selling off high-quality shards from Diamondhead) and offered to substantially upgrade the alien watch on Ben's left wrist. Some of the new features included an increased battery for longer transformation times, an ability to speak over the Omnitrix communicator while in hero mode, and something Azmuth called an 'evolutionary function'.

That last one seemed to have the Galvan conflicted, but he believed Ben could use it for good. Apparently, it allowed an Omnitrix alien to 'evolve' into a much more powerful and combat-oriented form. It gave a large power boost, but it caused the Omnitrix to revert the teen back to normal after ten minutes of transformation, so it was to be used in emergencies only.

Unfortunately, he hasn't had the chance to test out these so-called 'Ultimate forms' (as Azmuth had called them), as the criminals the teen faced nowadays just weren't worth the effort. Vilgax was staying away (most likely plotting something), and every other villain was just laughable. Animo was a joke, Ssserpent was something worse than a joke, the Forever Knights had been significantly reduced by Ben and his teams's efforts, and Darkstar and Albedo were in prison. Sure, Sunder teamed up with Sixsix and Vulkanus in order to take Ben down a while back, but the teen had grown past his 'Lone Hero' mindset and now believed in winning as a team alongside Gwen and Kevin, rather than having to tackle every enemy by himself, thus allowing the three alien bounty hunters to fail spectacularly at the might of Ben's group.

The only true problem the wielder of the Omnitrix faced nowadays was girl troubles. After he and Julie parted ways, no other girl seemed to fill the void. Sure, many tried, but he just didn't feel a connection with any of them that he once felt for the Yamamoto girl.

But that didn't stop him from enjoying the company of his best friend and favorite cousin, who were planning to leave in a few months. Gwen was heading off to an Ivy League college, and Kevin was going to follow her, having found a job at a garage near the school she planned on attending. So the trio decided to spend as much time with each other as possible, as those days would soon be coming to an end.

Hence the reason why Ben was currently hanging with his half-Osmosian buddy. Kevin had been planning to take them all to Los Soledad, where he and Gwen could spar against one of Ben's Ultimate aliens, just to see how dangerous they actually were.

"So, which alien are you gonna evolve first?" Kevin asked. "Humongousaur? Wildmutt?"

Ben shrugged as he sipped his smoothie. "Not sure. Haven't really thought about it."

"Seriously? Azmuth gives you a huge upgrade like that and you don't consider how you're gonna use it?" the nineteen-year-old asked incredulously.

"Not much to think about. Who am I gonna use it against? Animo."

Kevin laughed at Ben's joke. " Don't forget Tennyson, we're going to Los Soledad right now. As soon as Gwen gets here we're gonna see one of your 'Ultimate aliens' and I'm gonna beat it."

Ben rolled his eyes playfully but then he frowned before turning to his friend and said. " I'm gonna miss you Kevin ever since Mom and Dad died the house has been really lonely and now that you and Gwen are leaving Bellwood the whole city is gonna feel lonely."

Kevin looked at his friend for a second before smiling. " Hey it's not like we're leaving forever, you know we'll always have your back right?"

That helped relieve Ben's uneasiness a bit, though the moment was ruined entirely when Kevin punched Ben in the arm. " Hey what was that for!?"

A smug smirk appeared on Kevin's face." Can't have you think I'm going soft now can I?"

Fortunately Gwen arrived not too long after and the trio started to drive towards the abandoned military base on the way there Gwen was making small talk.

" So Ben are you excited to finally use one of your Ultimate forms?"

" Not really I mean, how much more different could they be from my normal forms."

" I don't know Ben if even Azmuth is calling them the ultimate forms of your aliens then they're probably really different."

Ben hadn't thought of that, if even Azmuth was praising the power of these " Ultimates" then may be should be a little more careful when he and Kevin would spar.

Thanks to Kevin's incredible car they reached their destination in a matter of minutes. The three of them quickly got off the car and moved towards the center of Los Soledad but not before Kevin absorbed the alien metal that his car was made out of covering his skin in a green armor that could easily with stand bullet fire.

Kevin cracked his knuckles." You ready to get your butt kicked Tennyson." The punk would've used more explicit language but neither his mom or girlfriend approved of him doing that so at least in their presence he tried to tone it down a bit.

Ben gave his friend a cocky smirk before activating the Omnitrix and slapping the core of the Omnitrix, in a flash of green light Ben disappeared and in his place stood.

" Humongosaur!" Humongosaur then twisted the Omnitrix badge on his chest before slamming it again transforming him into.

" Ultimate Humongosaur!!!" a humanoid dinosaur-like creature, with dark blue armor roared.

mKevin looked at Ben and noticed he had camo green skin and a helmethas three silver spikes running down the top, and two downward pointing black horns on the sides. His back armor has long spikes running down each side, his plated chest and torso are dark blue with five spikes on each end and his tail has a blue mace on the end of it, with silver spikes.

"Not bad, but it's gonna take a lot more than a palette swap to scare me." Kevin turned his hands into two giant spikes and charged at Ultimate Humongosaur, not one to back down the evolved vaxasaurian charged at his opponent the ground shaking with each footstep he took and when their fist met in the middle Kevin's blade shattered into a thousand pieces. Ultimate Humongosaur's punch powered through and hit Kevin square in the chest cracking the alien metal and sending the young man skidding across the ground leaving a deep trench on the ground.

" Ben!" Gwen gasped as she saw her cousin seriously injure her boyfriend.

Ben looked shocked too at the damage he caused and replied with. " I'm sorry this is a new alien! Kevin are you alright?"

With a groan Kevin got up from trench he made and glared at Ben. " Hey baby, can you get me my taydenite, It's in the car."

" You sure you want to keep fighting Kevin."

" If I absorb taydenite, I'm going to win! Nothing is harder than that stuff." Kevin insisted.

" Your funeral." Gwen muttered it took her about a minute to get to the car another to return back with the Taydenite that Kevin always kept in his car. Once she did Kevin absorbed it covering his skin in a thin layer of the turquoise space crystal.

" Alright let's try this again." Kevin charged at Ultimate Humongosaur his hand turning into a mace this time but Ultimate Humongosaur clapped his hands together creating a Shockwave that blew Keving back several feet in the air and he landed right in the trench he originally made.

Thanks to the instincts implanted to him by the Omnitrix, Ben knew how to turn his hands into missile launchers he pointed on hand at Kevin and shot four missiles at him while he was recovering the shots hit their mark exploding on contact and cracking Kevin's armor.

After that Gwen threw a blast of mana at Ben's head and declared the match to be over causing Ben to sheepishly apologize.


(Ben's house)

Ben sighed as he returned to his empty home usually his mother would greet him and his dad would hassle him about getting a "real" job as he returned but now all that was left was an overwhelming silence.

Grandpa Max was in space doing important plumber work that would take years to complete, Kevin and Gwen were leaving the city. It seemed like everyone was moving on with their lives now that the world was mostly peaceful, everyone except him.

As Ben moved to get ready for bed am old friend of his suddenly appeared in his living room.

" Hello Benjamin." Professor Paradox greeted with his usual cheerful demeanor.

" Paradox? What are you doing here?" Ben asked legitimately concerned usually Paradox only showed when the Universe was in danger, a visit from him never meant anything good was about to happen.

" Well you see Ben, I've come to make you an offer."

" What type of offer?"

" There's a universe with an Earth much like yours but so very different at the same time. It's littered with superheroes and supervillains and it could very much use a hero such as yourself."

Ben raised an eyebrow at the time walker. " If I go with you, will I be coming back from that universe."

Paradox smiled at him. " Why of course, though whether you'll wish to keep calling this dimension you're home is another matter entirely."

Ben thought about the offer for a second an Earth that needed saving definitely sounded like something that was up his alley but he needed to know something first.

" Why are you asking me to tag along Paradox?"

Paradox's expression changed into a frown that showed fear something that shocked Ben. " I won't lie to you Benjamin sometime in the future a threat will appear in that universe one that will threaten the entire multiverse and I'm afraid that the heroes of that dimension will not be capable of stopping him. To be perfectly blunt as you are now even you don't stand a chance against not unless you master your Ultimate forms."

Ben had made his decision as soon as Paradox mentioned that the entire multiverse was at stake. " I'm in."