Welcome to chapter 5! From the reviews I've been seeing thus far it brings me joy that I am executing this story very well, especially the dynamic relationships between Altera and Ben! So now we continue on to the next portion of the Ben 10 original series. Now to respond to reviews!

adislt: I didn't think about Max revealing his real job early, but under the current circumstances he may have to, just not now, the title was simply a jab at the shows canon title Permanent retirement.

RyuuundyingSoul: yeah I forgot it was XLR8, I am excited to do the episode where Ben glimpses his future, especially with Altera now with him!

Dragon of the Eclipsing Moon: We'll see if Max comes out of retirement early, also Sephar, don't expect her till the height of Ultimate Alien, and I don't think the Omnitrix will scan Altera, she wasn't human from when she invaded but after her defeat at the hands of Excalibur's first wielder, Gaia had altered the remains into a true flesh and blood human being.

epantoja521: describe their dynamic, I'm glad you like it!

Fate/Ben 10 belong to Nasu/Type Moon and Man of Action. It's Hero Time!

Chapter 5: Retirement? I Think Not!


It was a bright sunny day in the middle of a desert, there was a ice cream parlor by the roadside, Max was looking at an ATM machine when a gruff man came up to him, and he wasn't friendly.

"Out of the way grandpa! I have a major withdrawal to make."

The man aggressively shoved Max to the side directly in front of a hillbilly looking man who smirked.

Meanwhile inside the parlor, Ben, Gwen and Altera were looking at the assortment of ice cream deciding on what to have.

"What do you have that's non-fat with two-percent sugar?" Gwen asked.

"Napkins! What about you kid?" The parlor man said gruffly, before he could answer Altera tapped his shoulder and pointed at the situation outside.

"I'm about to go rocky road!"

He ran to the exit activating the watch. One of the robbers slammed a hook into the ATM.

"Hit it!" He signals his partner.

He was about to start but as he pushed the gas the truck wasn't moving, confused he was in for a shock when the cars parts began to shift all glob like before revealing a creature of black and white color. Green lines like circuits strewn along the body.

"Your cash requests has been denied." It spoke in Ben's voice though slight auto tone.

Upgrade threw the thug out of the possessed truck, slid off the vehicle in time for the other man to attack with his chain that wrapped around Upgrade's wrist, but Upgrade used his superior strength to send the thug into a telephone pole knocking him out. He was getting back up when a boot was pressed on him.

"Where do you think your going?" Max questions.

"Good work Ben."

"Oh yeah! I'm ready for anything, bring it on! What's next?" Ben celebrated.

"We're heading off to see your aunt Vera for the weekend."

"Ah! Boring old Aunt Vera? Nooo!"

"We're not gonna go without our ice cream right?"

The Tennysons turned to see Altera with three medium sized bowls of fresh cold ice cream.

"I believe you wanted rocky road Ben?"

"Sweet!" Ben replied.


"When Aunt Vera said she wanted to move away from it all, she really meant it." Gwen said as she cleaned dishes.

"Ah man, this summer was supposed to be about FUN! Not hanging out at some old lady's place." Ben complained as he took a scoop of his ice cream.

"I like Aunt Vera."

"Duh! That's because you act like you're a hundred years old!"

"Ben. Just because a family member doesn't share your vision doesn't mean that you shouldn't pay them a visit, family is something to cherish at all times." Altera said as she took a scoop of vanilla-strawberry.

"Wise words Altera, wise words indeed." Max praised.


It's been years since I've seen Max and the kids, I not sure I'll even recognize them, I also heard Ben has a new friend along for the trip, and it's a girl no less. Stop by and say hello." Vera told her neighbor.

"I'd like that." The old codger said as he went into his house.

Placing down a bowl of nuts the old man sat on his couch as he seemed to watch a horror movie, he took a nut and put it in his mouth but unknown to him a slimy substance was oozing it's way up. He looked over to see it latched to his hand.

"Help me...!"

The slime oozed onto his face.


"This is gonna be so boring, their idea of fun is probably gonna be watching the grass grow." Ben said.

Looking out the window he saw one of the old folk climb up his roof to reach an antenna, only to slide down, then he jumped into a nimble backflip onto the ground for his age.

"Woah! Did you see that!?"

Ben looked at his cousin who was typing on her laptop and she looked over to see what Ben saw.

"See what? The heat must be frying that pea sized brain of yours."

Ben looked at her with a displeased expression when he felt a hand on his shoulder and looked at Altera who quietly mouthed...

"I saw it to."

That made Ben smile.

Finally they reach their destination as they began to depart.

"Seriously, why do old people have to live where it's so hot."

Gwen was the next to come out looking highly amused. To Ben's surprise and annoyance Gwen shot him with a water gun.

"Hey!"

"Ahahaha!"

Ben then looked at the window of a nearby house to see an old man staring back, his mouth opened wide and roared as his neck twisted side to side before closing the blinds.

"Woah, they sure know how to make someone feel welcome."

"That didn't seem normal at all." Altera said.

"Just watch your cheeks, Vera's a pincher." Max said.

"Max!" Called the aforementioned.

"Vera!"

The two shared a hug as the children approached.

"I can't believe your finally here, look at you so grown up!" Vera said as she pinched Gwen's cheeks.

"Ow."

She hugged Ben and pinched his cheeks next.

"Ow."

"Oh! This beautiful girl must be Benjamin's friend! What's your name dear?"

"I'm Altera ma'am."

"Aw what a respectful young lady!" Vera gushed as she pinched Altera's cheeks.

Altera didn't react in the way the others did but she did run her cheeks as this was something she hadn't experienced at all, it was strange to her. She then heard light chuckling as she looked to see Ben trying to hold a laugh.

"Come on in, I can't wait to chew the fat with all of you."

Unknown to them the old man from next door watched through the blinds.

The group looked around Vera's house, it was nicely furnished. Ben took a few whiffs.

"Ugh, why do old people's houses always smell like someone's cooking socks?"


A gelatin was in the middle of the table, though it seemed to be filled with chunks inside as opposed to regular jello.

"Aunt Vera this looks delicious, what are these chunks in the middle?" Max asked.

"Pork chops! And the white parts are cauliflower."

Ben and Gwen shared a look of disgust. Altera looked at her jello as she poked and prodded at it.

'Not even the gluttonous King of Knights would want to eat this.' She thought in her head.

"So Ben, what have you been doing lately this summer? Better yet! Why don't you tell me how you met this pretty young lady here!"

To Ben's surprise Altera latched onto his arm and had an equally surprising playful look.

"Ben's my boyfriend, we met last year and I couldn't help but be lured by his unique charms. Right Ben?"

Ben was so stunned and his face turned five shades of red, it didn't help that she snaked her hand to the other side of his face and caressed his cheek, what was she doing?

"Ahahaha! Yeah Ben, isn't she correct?" Gwen teased.

Max himself had an amused expression on his face.

Ben gulped as he looked at Aunt Vera who had a expression of a dear caught in headlights.

"Y-Y-Yeah, right you are...b-b-b-baby." Ben wanted to just curl up in a shell somewhere.

"Oh my! Isn't that just something? Aw the way she makes you flustered and embarrassed reminds me of when I use to tease your Uncle so many years ago."

Gwen was on the floor clutching her sides. She stood back up to see the bird collection nearby.

"Altera! What the heck is your deal?" Ben whispered.

"Don't think I didn't catch you laughing earlier...baby." Altera said teasingly then blew into his ear making Ben shudder.

"Aunt Vera, is that a stuffed Red Bill North American Chikity?" Gwen asked.

"Ah, very perceptive Gwen. And did you know the song of the Red Bill North American Chikity is actually..."

"A call meaning alarm or excitement!" They said at the same time and made the noise of said bird.

Ben took advantage of the distraction to put his Jello on Gwen's plate and pretend to be full but he quickly saw another jello on his plate courtesy of Altera who's plate was also empty.

"Really?"

Altera gave him a mischievous wink, Ben was starting to wonder where this side of Altera was coming from, not that he was complaining.

"Ben! Would you like some candy?" Aunt Vera said bringing up a bowl.

"Now we're talking."

Ben took the candy and flicked it into his mouth, a moment later and he had a disapproving face, then spat it out.

"Coffee? As a candy? Is this some kind of joke?"

Ben got out of his seat and dashed off.

"I need to use the bathroom!"

He opened the bathroom door, stepped inside and closed it quickly.

"It's attack of the old people. I got to get out of here."

A knock was heard on the other side startling him.

"Ben?"

He breathed a sigh of relief, it was Altera. He opened the door and quickly pulled her inside without anyone noticing.

"Ben are you ok?" Altera asked.

"Hey! Come with me, we're gonna blow this popsicle stand."

"Ben this is your family, this isn't right."

"And this sucks."

"How do you plan to get out from here anyway?" Altera asked crossing her arms.

"Oh, like this!"

Ben activated the watch and hit the faceplate, one green flash after and in Ben's place was a ghost like alien with a pale outer layer that look peel-able.

"See?...Altera?"

Altera was backed up against the wall as she looked at Ghost Freak, her eyes narrowed.

"What's wrong? Scared?"

"No, I'm not scared as I am curious, but something about this form is just...there's something wrong with it."

"What? Never seen a ghost before?" Ghost Freak teased as he grabbed Altera who stiffened as they both became intangible and flew through the walls.

"And this one, is a Valentiana. Can you hear the ocean?" Vera said as she handed the shell to Gwen.

She put it to her ear to listen.

"Loser. Loser. Hahahahaha!"

"Hello Gwen."

The raspy whispery voice freaked Gwen out for a moment but the voice of Altera made her turn around as the invisible form of Ben carrying Altera, who looked unamused, came up behind her.

"Ben? Altera?"

"See ya, wouldn't want to be ya." With that, Ben and his unwilling companion moved through the walls to the outside.

"There has to be something fun to do around here."

"Ben seriously this is ridiculous."

"Relax Altera, I promise you and I will have a blast." Ghost Freak said as he put Altera to his back.

The Ectonurite looked around and spotted a golf cart


Elderly residents would watch in shock and confusion as a golf cart rode by all on its own with a little girl sitting in the passenger side, not knowing it was being handled by a ghost alien.

"Ben, for God's sake people are staring." Altera whispered.

"Relax, that's part of the fun."

An aroma would catch Ghost Freak's attention, and he to Altera's charging would leave the cart to go to the house the smell was coming from.

"Apple pie."

He caught sight of an elderly woman swatting at a fly, the fly landed on the ceiling way above her. Suddenly she leaped up to ceiling and ate the fly, Ghost Freak's eye widened in astonishment as the old woman landed back down and creaked her neck.

"No way! Ninja old people."

Ben looked back around to find Altera by the sidewalk watching a cart go by, the sprinkler system in the yard came on and sprayed water everywhere, Mr. Friendly gasped and evaded the water before moving on.

"Ben! Did you see that?" Altera called.

"I did, I wonder what Mr. Friendly is up too."


Ghost Freak and Altera stopped the cart a bit away from the old man they were following, the codger was carrying a red carpet or something rolled up over his shoulder as he approached a fenced off area, to the shock of the tailing party the old man's legs stretched in height as he walked over the fence, and heads for a dumpster.

"This place keeps getting weirder by the minute." Ghost Freak said as he carried Altera behind his back to keep her invisible as well.

They flew through the fence as the old man moved a dumpster aside to reveal some kind of cellar that he opened up. It was at that moment the watch timed out making Ben human again and visible, which extended to Altera.

The old man's head creaked around all the way to the back to see the duo behind him and screeched as the rest of his body follows. Altera picked Ben up over her shoulders and jumped high over the fence taking advantage of her super agility as they evaded the old man's outstretched arms, he proceeded to chase them stretching over the fence as the duo got to the cart and drove off, but the old man was tailing them at a steady but fast pace.

"Uh, we didn't see your eyes pop out the back of your head! What kind of vitamins are these old people taking?"

"Something might be enhancing them! But at the same time has possessed them." Altera deduced.

Ben picked up speed to the max the cart could go but the old man stretched his arms to grasp the cart dragging it back.

"Let us go!"

The shout earned him a screech.

Altera took one of the clubs and swung at the arm to find it seperate all goopy like, it freed them however, but the old man ended up on top of the cart and tried to grab at them. The cart swerved and hit a parking space bumper sending them mid air before crashing.

Ben and Altera got out of the wreck ok but dazed to see the old man recover and stretched his arms out successfully snatching them. Suddenly the sprinkler systems went off and made the old man shriek before running away.

"Ok, what just happened?"

"It doesn't like water." Altera said.


Back at Aunt Vera's Ben and Altera rushed in to warn the others.

"Grandpa! Gwen!"

"Shh! Your Aunt Vera is in bed."

"Seriously? It's like what, six-thirty?"

Ben would go on to explain all he had seen, Altera would back him up making it more believable. They suggested they check out Marty's apartment.

"Well, I guess we could do some investigation, but you stay as you are. Us old folk don't forget as much as you think." Max said playfully.

"You know, ever since you got that watch, you became a magnet for the weird." Gwen said.

Ben started to gravitate towards Gwen.

"You're right. But wait does that make Altera part of the weird?"

"...She's...actually cool."


The group walked into Marty's apartment. It was dark and it looked like no was home so far, the sound of the grandfather clock and the ceiling fan being the only noises. They were startled by something swaying in their direction and turned the lights on to see a coat on a coat rack.

"Well, nothing here seems out of wack." Max said.

"Except for what he had rolled up in his rug, which was right here!" Ben said looking at the spot where the red rug once was.


"Now you three get a good nights sleep, I'll be in the guest room if you need me."

"But Grandpa!" Ben protested.

"There's nothing more we can do tonight, I'm going for an early walk in the morning, but once I'm back, we can check things out again. Now get some rest."

During the night, Aunt Vera was sound asleep, but something was oozing around above her. Her arm hung over the bed as a goo like creature crawled up waking her but it silenced her immediately as it wrapped around.

Come morning Ben was looking through the fridge.

"Prune juice, prune juice, and oh what a surprise, more prune juice. Why does it seem that old people are always old?" Ben asked Gwen as she was getting water.

Aunt Vera walked into the room.

"Morning Aunt Vera. How'd you sleep?" Gwen greeted.

"Just...fine...how about you?"

Aunt Vera reached for Ben and pinched his cheeks, Altera meanwhile stared at the old woman with suspicion, something wasn't right and her instinct was kicking in.

"I made you some coffee." Gwen offered

Gwen ended up tripping and dropped the coffee and water.

"Sorry!"

Aunt Vera backed up then jumped and did a splits latching her feet to the walls.

"She's one of them!" Altera shouted.

Aunt Vera hissed before rushing away before they could do anything.

"I'll go warn Max, Ben take Gwen and go to the trap door by the dumpster!" Altera said.

"On it!"


"Is the food supply ready for transport?" Said the possessed Vera.

"The pods are in the final stages of gestation, what about the young ones?"

"To chewy, they need to age more before they get, nice and tender."

"I'm not talking about eating, the boy and his mate suspect too much."

Vera only smiled.


"It's right over there!" Ben said.

"Just follow the disgusting smell." Gwen replied.

They were passing a couple of elderly woman playing with pucks, the two cousins eyed them and the old ladies quickly revealed their true nature before shooting the pucks at them.

"Duck!"

"Run!"

They bolted as they dodged a barrage of black pucks. They rounded a corner where they were met by Max.

"Guys, what's going on?"

"There everywhere!"

"I know, don't worry, I'll protect you."

It turned out Max had been gotten too as he roars only to receive a heavy kick to the back of his head in total decapitation from Altera.

"Oh my God!" Gwen shouted.

"Get moving you guys! I was too late!"

All three bolted only to be met with Vera and other elders carrying a car over there heads, they look behind to see a recovered Max behind them.

"Oh man, this is not good!"

The car was flung their way and they narrowly avoided it as it hit Max.

"No!"

A goop like substance crawled out of the wreckage and reformed into Max but one eye was inhuman revealing what lay below.

"They're all duplicates, what ever they are completely took the form of who they captured." Altera realized.

"Get to the trap door!" Ben said.

Gwen and Altera went to the dumpster where the trap door was and used her strength to push it out of the way, meanwhile Ben had turned into Wildmutt and proceeded to toss said dumpster at the incoming parasites.

Upon unlatching the door Wildmutt took Altera and Gwen on his back and leapt in as the parasites rushed them, and landed in a cave below.

"Does the phrase look before you leap mean anything to you?" Gwen said holding her head.

"Above us!" Altera called.

The parasites began to crawl down towards them. Wildmutt sensed the duplicate Max as it extended its arms, he caught them and flung it to the cave wall. It charged and wrestles with the alien hound before flipping it on its back.

The duplicate Max looked at Altera and Gwen but the distraction allowed Wildmutt to snatch it and send it flying in order to get the girls out of there. But the watch ended up timing out and they crashed.

"Hey! Freaks how! What do I look like some crash test dummy?"

"Listen, I don't know what it is, but I picked up a sent this way."

The trio then came upon an entire zone filled with some kind of pods. Each contained an elderly inside.

"It's like all of retirement village has been podded up."

Ben then stumbled upon a pod containing Max inside.

"Grandpa!"

Ben peeled the pod open to free their grandfather. Max began to wake up to the sight of his grandkids and Altera.

"Kids!"

"Grandpa! Thank goodness your ok!" Gwen said.

"All I can remember was taking a walk, then everything goes dark. What's going on?"

"We'll tell you but we got to save the rest of the elderly." Altera said as she went to the next nearest pod.

"I wouldn't do that if I were you."

The parasitic duplicates arrived and closed in on the group.

"Well your not me!" Ben wittily replied.

"Not yet I'm not." Fake Marty said.

The duplicates morphed out of their disguises to reveal a more hideous green gooey form, the intestines all visible. These creatures were none as Limax.

"Fill me in later." Max said.

As the group backs up Gwen's hand grazed something behind her which glowed to reveal an entrance. Inside were more pods.

"Look what's back here!"

"Their ship!" Max said.

"They found it! We can't let them out!" One of the Limax panicked.

The ship began to glow.

"Get the pods on board, they've been marinating long enough."

"Marinating?" Max questions.

"So we can devour them of course, we the Limax abduct creatures and prepare them for consumption."

"Ben! We'll take care of the pods, you handle the Limax in the meantime!" Altera instructed.

Ben got his watch ready and set it to Heatblast.

"You guys need a little burning up."

Upon transforming Heatblast immediately hit them with a stream of fire, the Limax were swept up in the flames but they were not affected, instead they joined together to form a bigger mass.

"Whatever you are, you just made a terrible mistake. Us Limaxes live for the heat! Why do you think we invaded this desert in the summer."

The Limax started its counter attack as it began to grab the Pyronite and slam him around. It then took notice of the others unloading the pods from the ship, and dispersed smaller Limax from its back, the creatures proceeded to rush the trio, one of them swiped at Gwen accidentally opening her bag which dropped her water pistol. The Limax buds took notice and backed away in fear, seeing that Altera looked around and spotted pipes overhead.

"Ben! Hit the pipes!"

Acknowledging, Heatblast sent a fireball at the pipe and water proceeded to spill everywhere, the giant Limax began to dissolve into a puddle and retreated back to the ship and fired up its engines, the ship burrowed through the ground and proceeded to leave earth.

"We did it, they're gone." Max said.

"But now we have another matter." Gwen replies.

"How are we going to get everyone to their homes from the pods?" Ben asked the big question.


The day after the Tennysons and Altera were preparing to leave retirement village, they began to say their goodbyes, Vera gave Max a hug and Gwen was given an equally weird gelatin mold an idea of Ben's.

"I can believe you have to go already, it was so nice having you all stop by."

"Take care Vera, we'll be sure to come by another time." Max said.

Vera then went up to Ben.

"I hope this visit hasn't bored you to tears dear."

"Actually, I had a lot of fun."

"Oh wonderful! Now, be sure to take care and oh! Altera sweetie do make sure to keep a close eye on this boyfriend of yours."

"Hold on she's-!"

"Will do Ms. Vera, I'll make sure he behaves." Altera said as she latched to Ben's arm again.

Ben once more turned multiple shades of red from embarrassment. The Rustbucket was once more back on the road as the blazing desert heat waved over.

Down in the cave of the fight, a Limax that was left behind was crawling along the ground.


"Geez Altera, where did this teasing side of you come from?" Ben asked.

"What? You don't like it?" Altera replies.

"Well? Your mostly serious, so it was a big surprise that's all, but did you really have to embarrass me by calling yourself my girlfriend?"

"Who knows. Maybe I might want to be your girlfriend."

"Really!?"

Altera gestures Ben to come closer and puckers her lips, Ben was shocked and wanted to call gross but he actually thought it over, and then he leaned in to meet Altera. Instead of getting the kiss though he was playfully flicked in the head.

"Ow!"

"Gullible."

Ben looked away miffed, then his expression changed to a bit of a downtrodden one, deep down he was actually hoping for a kiss with her, but it seemed she was just way to out of his league. Oh well.


AN: and that is the fifth chapter, looks like Altera is trying to be more lighthearted, and will tease Ben from time to time, just a step in the relationship ladder, and oh Ben might be developing a thing for her, he just needs a booster to realize it, a certain episode should help with that of course.

Next Chapter: The Hunt Begins

Bye!