A/N: Hi, everyone. Sorry, it took so long to upload a new chapter here. I was busy with my school, working on the test, and more that I don't want to remember. So to make up for this long update, I'm going to give Ben 10 AF Remaster two chapters. One is where you guys are currently reading, the other is similar to the original episode from AF.

Hope you understand.

Enjoy Reading

Human = Text

Alien/Transformation = Text

Omnitrix/Technology = [Text]

Warehouse, Bellwood

04.17 PM

In the warehouse, a fight was taking place. Ben (as Swampfire) was pushed back and looked at his attacker, "You really have a grudge against me, huh, SixSix?" He saw an armored alien in front of him. SixSix's feet are hooved. He has purple pads covering his central joints, a belt, and four central lines on his helmet to provide outlines for his face, which are his eyes and mouth.

SixSix growled at Swampfire and fired his blaster. Swampfire dodged the roll and used the fireballs. It hit SixSix, but he rushed forward at Swampfire and punched him.

Outside, Kevin (in the stone matter) and Gwen were fighting a mecha alien that resembled a crab. His armor resembled a fiddler crab with a goldish brown-colored armor, a sideways mouth, four scythe-like legs, and an oversized, powerful pincer for a left hand. He had orange lines running over his body, and his eyes had the same color as the highlights of his pincer.

"I thought you bounty hunters always worked alone, Kraab," Gwen said, [Yes, we always worked alone. But me and SixSix have something in common.] Kraab grabbed a shipping crate and threw it at the duo. They dodged it, and Kevin absorbed the matter of the container, changing his body into metal. He turned his arms into swords and charged at Kraab.

Kevin and Kraab conflicted, but Kraab got the upper hand by weighing Kevin with his pincer. Gwen shoots her magic Kraab, pushing him away. "Thanks for the help." "Thank me after we deal with this crab." Gwen charged her magic and shot it at Kraab, causing an explosion.

Kevin rushed forward and punched Kraab. He grabbed him by the back, absorbing the matter of his suit, "Shoot!" He lifted Kraab in the air and slammed him to the ground.

Back inside, Swampfire threw his seeds, summoning his plants. He grew the plants and attempted tying SixSix. SixSix grabbed his sword with his minuscule arm and chopped it. Swampfire pressed the Omnitrix, turning into Spidermonkey.

"Spidermonkey!" He shoots a web at SixSix. He cuts it and flies towards Spidermonkey.

Spidermonkey grabbed him with two arms and punched him with the other two. Spidermonkey gets pushed back and sent flying by SixSix's undersized arm.

He dived, hitting SixSix's head. Spidermonkey grabbed him with his arms and threw him to the other side. He crashed to the wall, and Spidermonkey prepared his fighting stance. SixSix charged forward, and suddenly he was grabbed by something. It was a tentacle that was color sludge.

It lifted SixSix and slammed him twelve times to the ground. The tentacle let go of SixSix. SixSix tried to get up but didn't have enough strength to continue. "What was that?" "Hey, Ben!" He looked up and saw someone familiar, "I see you got a new alien. It's cute!" "L-Lucy?!" The female alien was a humanoid made of mud and had purple eyes and antennas.

Ben 10 Alien Force Remaster

Sludge Armor

She went to Ben and smiled, "Hehe. The one and only." "Ben, are you all right? We came as-." Gwen stopped speaking as she and Kevin saw Lucy, "Hey, Gwen! And you too, Kevin!" They looked at Ben, "She helped me against SixSix." Spidermonkey pointed to SixSix, who was lying on the ground.

"Can't believe you were that strong." Lucy giggled, "I get that a lot." Lucy shapeshifts herself, changing into human form.

Her human form has long blonde hair with pinkish purple eyes. She wears a black-sleeved dress with a red collar, a star on the chest area, white socks over her knees, red shoes, and red lipstick. She wears her hair in a ponytail. She also had two distinct whisker marks on either side of her face.

Spidermonkey pressed the Omnitrix, changing back into Ben.

The group threw SixSix and Kraab into a container and locked them in, "That should take care of them for the time being." Kevin said and dusted his hands, "It's good and all, but..." Gwen turned to Lucy, and she was smiling. "Why are you here, Lucy? I thought you lived with your parents." "Well, I wanted to see you, guys." Gwen crossed her arms, "Okay. To tell you the truth, I'm here on a mission."

"About the Highbreed?" Ben asked, "Right, Benny." "But you aren't a Plumber." Gwen reminded her, "Oh, I already did." She showed them her Plumber Badge. They were surprised by this, "Since when?!"

Lucy thinks of the memory, "I think it was around after the Ectounurite's invasion in Bellwood." "Right, I remember I managed to get out using a rope. Although, it didn't last long." Kevin said, "Yeah. So, did they tell you what happened to grandpa?"

She sighed, "I knew you were going to ask. See, none of the Plumbers didn't know what happened. He vanished while looking into the Highbreed." Ben face palmed, "Sorry, I haven't heard of him for a week." "That all right. I would be scared too. If my mom wasn't there." Ben smiled at Lucy's response.

"Do you guys have a place we could hang out?" Lucy asked, "Well, there is one. But it's my favorite spot." "Don't worry, I won't judge you." Ben nodded.

Mr. Smoothy, Bellwood

04.21 PM

They were at a smoothie cafe called Mr. Smoothy. They saw Ben drinking a smoothie, "This is your favorite hang-out?" Kevin asked, "Yeah. Well, in the day. By night is by Burger Shack." Ben said before continue drinking his smoothie, "What flavor is that, anyway?" Lucy asked, "Grapes. But with a little strawberry in it." "Huh, neat."

Lucy noticed the Omnitrix differently, "Did something happen to the Omnitrix?" "Yeah. It was recalibrated after I took it off for five years." Ben saw his smoothie empty, "I'll be right back." He went to the trash can, leaving the three alone. "He took off the Omnitrix? Did something happen?" Lucy asked Gwen and Kevin, "Not a clue. Gwen?" Kevin turned to Gwen, "It's complicated. Look, Ben only wore it for weeks. I won't tell the rest, but he was depressed after you left, Lucy." Gwen told them, leaving them vague in the details.

They saw Ben come back, "I'm back. Did something happen?" "Ah, not much. We only have small talk." Kevin said, "So, what were you guys doing in that warehouse?" "We tried tracking an alien tech from the Highbreed, but that was a bust." Ben answered, "We also tried finding other Plumber's kids. Since grandpa gave us a message to tell us to form the Plumber's Helpers." Gwen said.

"I see." Lucy understands their situation, "So, what should we do?" Kevin asked, "We could go around town finding the DNAliens." Ben suggested, "But that would take a whole day." "Actually, I found something in a Plumber's report," Lucy said, "There has been a report of Forever Knights active. I don't know the details, but something about creating more weapons." "Well, it's a start. The problem is where?" Kevin raised his hand, "I think I know a place." They were interested in this.

Steel Mill, Bellwood

05.34 PM

Kevin drove his car to the steel mill and parked where no one could find it, "The steel mill seems perfect for creating something metal." They get out of the car and see it's abandoned, "Are you sure it's a good idea to park here?" Lucy asked, "It's my car. I make my own rules."

Lucy pouted at that, "Just forget it, Lucy. He always like that." Gwen said, "Good to know." Lucy accidentally touched the Omnitrix, causing it to glow yellow, "Oops!" She quickly moved her hand away as the Omnitrix started to say, [Sample Acquired. DNA unlocked.] Lucy quickly had her hands up. "I didn't break it, did I?" "N-No, you didn't. You accidentally gave me a part of your DNA. Allowing me to transform into Sludgepuppy." Ben explained.

"He's right, Lucy. There's nothing to worry about." Gwen said, "But I don't understand why aren't you scanning her, Tennyson." Kevin said, "Hey, Lucy's my cousin. Do you think that's appropriate to scan her without warning?" Ben questions if he did, "You have a point there."

They walked into the steel mill, hoping the Forever Knights were there. As they continue walking, their footsteps echo around the walls. "This seemed like it had been used before." Ben noticed the wall was still in good shape, "Yeah, there hasn't been any rust on this." "Gwen, can you use your magic to see how many people are there?" Lucy asked, "Maybe I'll try. But can we stop here? I need to focus."

Gwen closed her eyes, sensing figures in the steel mill. She opened her eyes, stopping using her senses. "Managed to get perceived about twelve people here. But I can't sense the whole area." "Guess we got to look out then." They continue walking forward, not knowing what awaits them.

As they continued walking, they saw two hallways in front of them. Then Kevin heard something, "Coming on the right." They hid in the right side wall and heard footsteps coming. "So, you think our queen will have a chance at this?" They heard someone talking to them, "Hopefully. She's been waiting for this for the past five years." They saw two knights walking passed them, "She really has a grudge against the Plumbers, huh?" "Indeed."

The knights were farther away from the Alien Force, "Their queen? Did the knights have a queen since the Forever King was around?" Ben asked Lucy, "First time hearing this. We know the knights have a leader, but we don't know how many are there." Lucy said.

They looked at the hallways, "All right. Kevin, Gwen, you go right. Me and Lucy will go left." Ben said, "Since when did you become the leader?" "A few weeks." Kevin rolled his eyes, and they split up anyway.

As Ben and Lucy were farther away, Lucy asked, "So, how long can you go alien?" "About two hours. Why?" She smiled mischievously at this.

Meanwhile, Kevin and Gwen were walking to where the knights were headed, "I know you had Lucy as your cousin. But why didn't you call her for help?" Kevin asked, "Two answers. One, I don't know how to call her. Two, I didn't think she became a Plumber." Gwen said, "Understandable."

They heard a noise of a machine and a light at the end of the hallway. Gen and Kevin reached the end and saw what was in the room. In the room, they saw the knights using a machine to create swords, shields, and other medieval weapons. "This seems like a normal smithing." "But what about that?" Kevin pointed to a knight using a device to transport red energy onto the weapons. It was also guarded by four knights.

"Isn't that the same energy from those blasters?" "By my logic, yes." Kevin noticed boxes there, "Let's get a closer look." "Yeah." Gwen and Kevin go to the boxes and hide behind them. As they watched the process, they saw another different knight coming.

The knight wore black armor with yellow accents. There were two swords on the right and left side of the hip. He also wears a crimson cape with square patterns.

The knights saw the black knight and bowed, "Lord Knight. What brings you here?" A Forever Knight said, "Is the process going smoothly?" "Yes. We transferred the energy from our Laser Lance and onto our weapons." Lord Knight looked at the progress and turned away, "Continue on. Our queen has been waiting for a long time." "Yes, Lord Knight!" They quickly go back to guarding duty as Lord Knight begins walking away.

Gwen and Kevin saw Lord Knight walking away from the transferred machine, "That's a new knight." Suddenly, another Forever Knight member rushed in, "Lord Knight!" That got his attention as the knight bowed to him, "We got a situation! Ben Tennyson is here!"

"What?!" Lord Knight shouted at this, "Where is he?" "He's being pursued by our members as we speak. Should we send more knights after him?" "No, I'll pursue him myself!" He turned to the other knights, "Don't let his allies destroy our production!" "Yes, Lord Knight!"

Lord Knight and the knight headed towards another hallway. "Looks like Tennyson couldn't help himself." "Kevin! He's in danger!" Gwen reminded him, "I know, but do you want to check on him?" "But we can't let them continue this."

Gwen pointed to the machines, "Then how about this? You go destroy the process. While I look for Tennyson." Kevin suggested, "Might as well go with your plan. We don't have enough time." Kevin sneaked passed the knights and headed to the other entryway.

She comes out of hiding and shoots a magic blast. The blast hits the machine, destroying the weapons and energy core, "Aaahhhh!" The knights get blown away as Gwen continues shooting her magic.

The knights shoot Gwen with Laser Lance, trying to stop her. Gwen blocked it with her magic and rushed toward them. She attacked them with martial arts by enchanting her attacks. She then used another spell, "Adficio potentia!"

Gwen shoots multiple mana beams from her hands, hitting most of the knights and causing some destruction in the room. Gwen prepared her magic as the smoke began to fade. The smoke revealed another group of knights carrying energy and natural weapons, "Stop her!" The knight pointed to Gwen as their target, "I hope the others are doing better than me! Galleyus Disruptus!" Her spell creates a strong wind, blinding the knights.

Meanwhile, Kevin was running into the hallway, trying to find Ben. As he continues running, he runs into three Forever Knights, "He's an ally of Tennyson! Stop him!" "Always pleased to meet fans of ours." He punched one of the knights and absorbed the matter in the armor. He then boxed the other knights while grabbing the Laser Lance.

Kevin uppercuts the last one, knocking him out cold. "That should be good." He took a look at the Laser Lance, "I wonder." He took out Labrid's Plumber Badge and placed it on the Laser Lance. The badge turned the Laser Lance into a white auto rifle-like shape.

"Hopefully, this won't kill them." He grabs it before continuing to run. Kevin enters another room where robot horses are parked. He saw knights charging with swords, and Kevin shots them with his weapon.

The knights got stunned by hitting and fell to the ground. "Huh, I guess it worked." Kevin heard a thud in the distance, and he headed over there. He runs towards the commotion and sees Spidermonkey taking out ten knights, "I see that you got this under control." "Well, you sure took time getting here."

Spidermonkey noticed somebody wasn't there, "Wait, where's Gwen?" "She's dealing with the making of the ether weapons. She can take care of herself." "Gotcha." He also noticed the weapon in Kevin's hand, "Hey, how did you get that weapon? There isn't any weapon like that here." "Well, I used the Plumber Badge on the laser lance. Enhancing it. And before you ask, it didn't kill any knights when I was heading here."

"You better." Kevin raised his eyebrow while noticing something odd about him.

Then, they heard someone walking into the room. "I always wondered how a ten-year-old boy bested the knights many times. Now, I see why." They saw Lord Knight coming in, "Whoa, never seen this knight before." "He's Lord Knight. He's a commander of the Forever Knights."

"You're correct, Kevin Levin. I am the commander of this Forever Knights. And my purpose for this world..." He pulled out the left sword and pointed at both of them, "is to end the life of the destruction of the earth." "Destruction of the earth? Is that what you called me?" "Your actions might be heroic. But you also attracted other aliens to earth. Like Bounty Hunters, Titans, Vilgax, and so on." Lord Knight said.

"You might be right on some parts. But I won't give the Omnitrix to anyone as the creator entrusted me to keep it safe." "We will see." Lord Knight dashed forward, between Spidermonkey and Kevin, "Wha-?!" He attacks them both with his sword, pushing them away.

Spidermonkey got up after being hit, "You're going to pay for that!" He charged in, and Lord Knight sidestepped from the charge. Kevin shoots his weapon at Lord Knight, but it does nothing to him, "It didn't affect him?" "You think we didn't see this coming? They created this armor for my protection."

Spidermonkey tries to punch him, only to get punched again. Lord Knight prepared his sword, but Kevin tackled Lord Knight. Kevin and Lord Knight clashed with each other with a fist and sword, "Take this!" He turned and saw Spidermonkey throw one of the robot horses.

He pulled out his other sword, cutting it into two. Kevin quickly jumped away as he saw the other one wasn't standard, "Oh, you gotta be kidding me." They saw the sword have ether energy. Lord Knight pushed the ether sword to the ground, creating a shockwave that hit both of them.

"Uhhh." Kevin reverts, and the Plumber Badge comes off the Laser Lance. Spidermonkey tries to get up, but he falls to the ground. "You fought honorably. Goodbye, Tennyson." He slashed him with his ether sword, but something was weird. There weren't marks or damage on Spidermonkey's body.

He tried again, but the sword phased through him. Lord Knight saw he was smiling, "Psych!" Kevin was surprised that he was speaking in Lucy's voice. Lord Knight saw that in front of him was Lucy, revealing herself in a humanoid Lenopan form.

She punched Lord Knight with her arm, pushing him away. "I guess you weren't expecting that, huh?" "No, I wasn't. But I'm intrigued when you put into this." Suddenly, they heard an explosion from another room, "I guess we can continue this later." He puts the swords back before heading away.

After he left, Lucy helped Kevin get up, "Since when did you and Tennyson switch places?" She put her hands back on her head, "Well, it's after we split up."

Five Minutes Ago

Ben was talking to Lucy about the plan, "You can stay in alien form for two hours?" Ben nodded, "Although, if I changed into another alien, my time limit decreased by twenty minutes." He tells her the limits of his transformation, "I have an idea. You become an alien. I pretend to be you." "If that were easy. The knights will be recognized-." Suddenly, he had a train of thought.

He turned the dial on his Omnitrix and saw the new alien.

Five Minutes Later

After dealing with the production room, Gwen ran to where the explosion was. She arrived and saw trucks and boxes of Laser Lance were destroyed and the knights out knocked out, "What could have happened here?" Then she heard noises there.

She went to the commotion and saw Lord Knight dodging a box, "I never expected one of our own could be a spy." She looked at the attacker and saw it was a knight, "Well, if you know your enemy, you can used that to your own advantage."

"Although, you're not much of a spy. I'm still impressed." The knight's left hand turned into a purple arm as it tried to hit Lord Knight, and he blocked it with his Ether Sword and sliced it, "Urgh! That hurt!" His hand grew back after being slashed.

Gwen came and fired her magic at Lord Knight, "Bretov Alagoria!" She used her magic on the trucks, targeting Lord Knight.

Lord Knight saw this and used both swords to slice off the trucks. "Ben, is that you?" "Of course, it's me, dweeb. You thought I was Lucy?" He asked, "Well, yeah." "It's understandable."

They heard an explosion near them. Then they saw Lord Knight walk through the flame, "Guess I should dropped my disguised!" The knight's appearance changed into a sludgepuppy with some differences.

The sludgepuppy was in a humanoid form similar to Ben, but his body was jacked with small green eyes and wearing the Omnitrix symbol on his right hand.

(A/N: I took inspiration from Lucy's humanoid form, mixing it with Ben's human look.)

"So, what are you calling this one?" Gwen shoots her magic, and Lord Knight dashed towards them, "I haven't come up with the name yet. But if I hate to pick, it would be..." He shapeshifted his arms and attacked Lord Knight.

Lord Knight dodges it, but he wasn't expecting Gwen to come in with her magic, "It would be Sloodge." He then morphed into his Lenopan form and attacked Lord Knight.

He turned his left hand into a hammer and pushed Lord Knight away. Gwen fired an energy blast, hurting him.

Then Sloodge slammed both arms into Lord Knight, "This will be it!" Gwen then closed and ranged her magic at Lord Knight's body, "Uaaahh!" He was sent flying into the crates, crashing him.

Sloodge rush towards him until something jumped in his direction. It was a robot with immense muscular humanoid-like automatons standing about fifteen feet tall. The robot had an egg-shaped head with no face.

It also has dark grey plating on the armor surrounding its head, neck, hands, shoulders, hips, and knees with black lining, while its inner body and head are black.

"Wha-?!" The robot shoots its cannon arm at Sloodge, "Urgh!" Sloodge jumps away as Lord Knight gets back up.

"Looks like our battle will continue another time." Lord Knight puts his sword back in his sheath and leaves the battlefield, "Wait!" Gwen tries chasing him but gets stopped by the robot.

Sloodge pulls her away as the robot tries punching her. Gwen landed on top of the boxes, and shots charged magic at the robot's head.

The magic knocked it backward, and its vision getting cleared. His left-hand shoots a laser, forcing Gwen to jump off the boxes, "Time to change!" Sloodge pressed the Omnitrix, turning into another alien.

The alien is a humanoid pile of goo that can take any shape. It has bright green eyes and an Anti-Gravity Projector, allowing him to be mobile in Earth's gravity.

The Omnitrix symbol was on top of the Anti-Gravity Projector.

"Goop!" Goop stretched his arms, pulling the robot's left hand. It pulled the left hand, forcing Goop to get closer. He saw this and quickly took the shape of a puddle to dodge the punch.

(A/N: Goop's design is the same as UAF.)

Goop shoots Acidic Slime at the robot, making cracks in the body. "Appendaga Regoria." Gwen cast a spell on the robot, paralyzing him. Goop took this opportunity and entered the gaps. After entering, the body begins overflowing with slime.

The robot exploded in pieces, and slimes flew out everywhere. One of the slimes hits Gwen's body.

Kevin and Lucy arrived just in time to see the aftermath. "Urgh! Ben!" Lucy chuckled while Kevin smirked at the mess. "Sorry." The projector came, gathering up all the slime back into Goop.

He pressed the Omnitrix, turning him back to Ben. "Wow. That was a blast." Gwen crossed her arms, "When did you started a plan without us?" "That was Lucy's idea." He pointed out.

Lucy shrugged it off, "Eh, it wasn't a biggie." She sighed. Not worth pressing it.

Ben noticed the right hand was still intact. He grabbed it and inspected it, "I thought I destroy this one." Kevin saw the hand that Ben's holding, "Dude, that's a Techadon robot's hand." "A Techadon robot?" Gwen asked.

"Techadon robots are Level 12 alien tech. They're ormidable war machines that utilize powerful lasers and nanite-based regenerative technologies." Lucy explained to Gwen and Ben.

"Good thing I destroyed it before the Forever Knights could retrieve it," Ben said. "Should we destroy the hand, Lucy?" "I'm not sure. I don't know what would happened to nanites if we destroy the hand."

"Then we should take it with us." Kevin swiped it from Ben's hand, "Kevin! You know that hand is dangerous." "I know. That's why I'm put it where no one can immagine it."

Steel Mill, Bellwood

06.13 PM

Kevin put the hand in the trunk and closed it, "That's terrible spot to hide an alien tech." "Meh, I don't care. If they come for it, we just beaten them up again."

Ben facepalmed, "I think we're done exploring the place." "Totally." They got into Kevin's car and drove off, heading back to Bellwood.

Downtown, Bellwood

06.16 PM

Kevin parked his car in front of a video store, and Lucy gets off the car. "You'd have a place to stay?" "Yeah. I rented an apartment about weeks ago."

"Right, take care of yourself." "You guys too." Kevin drove his car, letting Lucy walks to her apartment.

Apartment, Bellwood

06.20 PM

Once she arrived at her apartment, Lucy locked the doors and closed the windows with curtains. She put the Plumber's Badge on the table, activating communication.

[Caddet Lucy, I assumed the mission is going well.] "Yes, I stopped it with the help of my cousins." She said, [Yes. Is Kevin Levin with them?] "Sure enough. Seems to have changed after five years."

She got a muted response from her Plumber's Badge, "You don't trust them, huh?" [Yes. Even if those cousins are related to Max, I'm not trusting them yet.]

She nodded, [All right, communication is over. Be ready for tomorrow.] "Yeah." The transmission turned off, leaving Lucy to feel frustrated.

Forever Castle

07.32 PM

Lord Knight reaches the castle after riding a robot horse, and he was greeted by the guards. "Sire, the queen want's to have a word with you." One knight told him, "Thank you for telling me." He walked into the castle, meeting with the queen.

He arrived at the door and knocked on it, "You may come in."

He went in and saw the queen. She wore a red dress with a Forever Knight symbol on her shoulders and a crown on her head. Her face is covered by the darkness in the room, "Ah, Lord Knight, it's good to see you." He bowed to her, "Good to see you too, milady."

"Please, stand up. We have much to talk about." He stands up, following her command. "Yes, we do."

To Be Continued