Hello there, Ultras! Welcome back to The Ultra 10 Chronicles: Volume 2: A Hero Earth Needs! Things are picking up speed again as Team Ultra begins to make some changes and new enemies begin to emerge. It's been forever since I've uploaded on a Thursday, but I was on a writing spree this week! No promises for this coming Monday, but we can only hope! Definitely next Monday though!

Something special and different today. I was looking for a scene out of the Ben 10 tv show to add some details onto last chapter on google image search, when I randomly came across a picture of Ben and Gwen that I liked so much that it inspired the first scene of this chapter, namely Ben and Gwen falling through the sky. Don't worry, its defiantly rated G. (Nothing inappropriate in the picture.) If you'd like to see the picture, you can see it by going to soegs dot tumblr dot com/post/169979459842/ben-10-101-5

(To the artist: I thought the picture was drawn really well! If you have a problem with me referencing your art here, let me know, and I'll immediately remove it.)

Trigger warnings: There are a couple of instances of choice language. The first instance is two paragraphs after the one which reads, "Whatever, the soldier said. I just want my money..." Sorry, but that's as close as I can get without dropping too many spoilers.

The second instance is in the paragraph after the one which reads, "They made their way through the streets of Bellwood..." Other than that, there is a little violence towards the end, but it isn't too graphic.

The soundtrack for this chapter is "The Edge of Glory," by Lady GaGa. I just happened to listen to the song this week, and thought that it was a pretty good song to include in the Chronicles, and ended up listening to it about a dozen times over the week. Don't really know why, but it just stuck. You can listen to it on Youtube by going to youtube dot com/watch?v=KJbuWgEZJJ8

Enjoy the chapter!

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

Chapter 55: A Change of Faces

Gwen felt the wind whip around her as they fell through the sky. Quickly, they fell into a tailspin, the centripetal force forcing the two apart.

"No!" Gwen shouted as she saw Ben start to drift farther and farther away from her. His cape was creating too much drag, causing him to fall slower, and he quickly was above her. She felt short of breath as the wind snatched her breath away from her. "Ben!" She shouted, reaching up for him.

Above her, Ben blinked his eyes, struggling to remain conscious from both his wounds, as well as the wind snatching away his own breath. He reached for the Omnitrix, trying to activate the watch, however, it was still recharging from his fight with Vilgax. Giving up on the watch, he reached down for Gwen. However, his cape was still flapping wildly above him, pulling up on his chest and denying his contact with Gwen.

Finally, he reached up to his mask, ripping it off of his face. It was immediately ripped away from his hands, and flew away. The rest of his suit disintegrated as it was ripped off in the wind. In a moment, he was left in only his street clothes. His white and black lucky shirt and his green cargo pants. Having lost the cape along with his suit, his speed quickened, and he reached again for Gwen.

"Gwen!" He tried to shout, though little sound came out. Instead, he streamlined his body as he shot towards her. Past her, the city of Bellwood was quickly approaching. The small rectangles and squares were expanding into building roofs and the thin black ribbons were blowing up into roads.

Gwen reached up again towards Ben, whose grasp were only a foot or so out of her grasp. A second passed. And another one. Gwen stretched as far as she could, her fingers brushing against Ben's. With strength deceptive of his age, Ben clasped onto Gwen's fingers, pulling her towards him as he grasped her into a bearhug.

"Immobilus!" Gwen shouted as she clutched Ben, her eyes squoze shut. Immediately, her magic engulfed the two of them, slowing them quickly. They finally stopped, suspended in the air with a hard jolt. Peaking one eye open, she looked down to see that they had come to a stop only a few dozen feet above a street. Another half second, and the both of them would have been dead.

Gwen let out an uneasy breath that she hadn't known she'd been holding as she opened both eyes. She was both terrified as well as amazed at their fall. Slowly, the magic cloud around both of them descended, dropping them off onto the pavement below as gently as though they had ridden an elevator. Gwen let go of her stranglehold over Ben, who did the same to her.

"I can't believe that we survived that," Gwen breathed out, the adrenaline wearing off to leave her winded. Winded, but not exhausted.

"That stop was a killer," Ben tried to chuckle, which ended in a cough. Gwen focused her attention on him, remembering the reason they'd jumped out of the ship. Though the skydive had rapidly dried most of his smaller cuts, there were still a few that were bleeding, slowly leaking out onto the asphalt below him.

"Arcamada, Book of Spells," Gwen chanted, the ancient book appearing in front of her. In a moment, she flipped to the teleportation spell, chanting the ancient words and forming the teleportation portal. She helped Ben get to his feet, his painful groans paining her just as badly, and halfway dragged him through the portal.

"What the heck!" Julie shouted from the other side. "What happened to him?" She asked as she rushed over to help Gwen cary him.

"He got hit with a ton of shrapnel," Gwen explained. "In his fight with Vilgax." They laid Ben on the cot that had been their temporary bed ever since they'd vacated Ellie's cabin.

"You should have seen the other guy," Ben tried to laugh, which turned into a cough that shook his frame violently. "The squid looked in even worse shape than me." Still, he smiled at Julie.

"Yeah, well I'd prefer that he were in your shape," Julie responded. "And that you were in half as bad shape."

"Gotta keep your skills sharp," Ben replied. "Can't have you forgetting… ugh!" Ben groaned in pain.

"Help me take his shirt off," Julie instructed Gwen, who nodded. With some groans of pain from Ben, they removed the shirt, tossing the bloody cloth off to the side.

"Grab me that alcohol over there," Julie pointed towards one side of the room as she went to the other. Out of a box, she pulled out a pair of pliers before making her way back over to Ben. Gwen returned with the bottle of rubbing alcohol and gave it to Julie.

"You need to keep him on his side while I pull out the shrapnel," Julie instructed Gwen. "As soon as I remove it, I need you to pour some alcohol into the opening. He's going to yell, but you need to remain focused."

"I can take it," Ben tried jokingly.

"Pu-lease, you'll cry like a baby," Gwen responded instinctually, rolling him onto his side so that Julie could get access to his back.

"Focus, Gwen," Julie scolded. "Ben? Shut up while we work."

"Right," Gwen answered.

"Sure thing," Ben responded. Julie held the flesh open with her one hand, spotting a bit of metal in his shoulder. With the pliers, she grabbed hold of it and began to pull, twisting it as she tried to get the warped metal to come out with as little resistance as she could.

"Agh!" Ben shouted in pain as the metal finally came out of the cut. Seeing the metal covered in his blood made Gwen wince in pain. Biting her lip, she poured some of the rubbing alcohol into the cut. Gwen could almost feel the cut burn as Ben shouted in pain again.

"Alright, first one's out," Julie said as she dropped the shrapnel onto the ground. "Time for the next one."

Onboard the Spirit Breaker

Vilgax stumbled down the hallway, his green blood smearing across the wall as he leaned against it for balance. He took an uneasy step forward, stumbling as he did so, and crashed onto the floor. One good thing about that brat's attack is that his slowed metabolism meant that he was loosing less blood then he otherwise would be. He raised his arm gauntlet close to his mouth.

"Androids, attend me," he demanded. "Your lord wishes to abandon ship." Having given the command, he knew that any functioning androids would find him, and tend to him. He could stop his bleeding, and regain enough strength to fire one of the escape ships. He'd only have a couple of days to wait until he could board the Oppressor and take command of it. Overall, it would only be a minor setback.

Fighting to get back to his feet, Vilgax took another step forward. He reached out to the wall to support himself, only to feel the tentacles that combined to form his arm wiggle.

"I'm losing my cohesion," Vilgax thought to himself. "If I resort to my true form, I'm as good as dead on here." With all his might, he willed his arm to remain intact. Finally, an android approached him from one of the hallways.

"My Lord, you require medical attention," the android said. "I shall lead you to the medical bay."

"Take me to the escape bay!" Vilgax shouted as he stumbled forward. The android was quick to assist him, helping him stumble his way towards the emergency escape bay. He made his way to the nearest ship, sealing himself inside.

"Launch the shuttle!" Vilgax snarled weakly at the android who punched the command into the console. Suddenly, a laser blast exploded the android to bits, the smoking, charred body falling to the floor.

"Vilgax is over here!" A voice shouted, which was followed by multiple sets of feet pounding their way towards his shuttle. Vilgax swore underneath his breath as he reached up to the command console inside the shuttle he was in. Outside his pod, he saw a dozen PLUMMER agents run up to him.

"He's trying to escape, switch to ion disruptors!" One of the humans shouted. The present agents started firing their pistols at Vilgax's engines. The energy-based ion disruptors shorted out his thrusters, grounding him to the inside of his ship. One pulled out a blow torch, starting to blow his way into Vilgax's pod.

Inside, Vilgax was feeling too weak to put up much of a fight, or even to threaten the humans. His arms and legs both spasmed as they returned to their natural tentacle states. The alien warlord passed in and out of consciousness, the blood loss really affecting him. Finally, the humans breeched the inside of his shuttle. Vilgax just sat there, too weak to put up much of a fight.

"Restrain that monster," Wes commanded his men once they'd entered and confronted Vilgax. "Bring up the Null Void projector. We're going to beam his sorry butt to the prison dimension."

"Sir?" One of the soldiers asked him. "He looks like he's not prepared to put up much of a fight. Banishing him to the Null Void could be a death sentence."

"That's none of our concern," Max said as he arrived in the escape bay. He had several soldiers trailing him. "We get him off of our world, and that's that. His survival is his own problem."

"Yes, sir," the soldier answered quickly. He and several soldiers from Wes's group left to fetch the Null Void projector from their transport vans still in the main docking bay.

"I see you got to the squid first," Max congratulated his Navajo friend.

"He was attempting to flee when we found him," Wes replied. "He was already in as sorry a shape as you see him now. I'm guessing that your band of heroes did the job on him."

"I haven't heard anything from them since we boarded," Max replied. He pulled out the counterpart to the communicator he'd given Lucky Girl several years ago, which was the main method he had of contacting them.

"Team Ultra, we've restrained Vilgax. Where is your team?" Max tried into the communicator. However, he got no response. "Team Ultra, do you come in?" Still, nothing.

"We could search the ship for them," Wes offered. Max nodded.

"Yes, but let's first make sure we take care of Vilgax here. He's still our main priority." They waited a few minutes for Wes's men to return with the Null Void projector.

"Your planet will suffer," Vilgax muttered out, barely conscious. "When I return, I will not hesitate to destroy the entire planet."

"Yeah, yeah," Max replied without much care. "Aliens have threatened us before. Heck, you've even made that promise already. But I've still yet to see any of you come through on your promises." He activated the Null Void projector, the worm hole expanding into existence. A dozen or so auxiliaries took hold of Vilgax, pushing him towards the portal. After a few moments of grunting, they managed to get the alien all the way through the portal, returning before Max closed it.

"I am not just any meandering alien warlord," Vilgax threatened.

"You're right," Max responded. "You're stupidest meandering alien warlord who threatened my planet without an armada of ships to back you up."

"I am Vilgax the Conqueror!" Vilgax roared.

"And now you are Vilgax the Banished. And that is how it's going to stay for the time being," Max shot back before closing the portal, locking Vilgax inside the Null Void. As soon as he did, there was a collective gasp as the tension in the air subsided.

"Woah," one of the Auxiliaries muttered. "I've never seen anyone sound so calm in front of a danger like Vilgax."

"Vilgax is a sociopath," Max replied. "You show an ounce of fear, and he'll pounce on it. You have to be fearless to his face." He looked around. "Let's go find Team Ultra!" At his command, every soldier in the room hurried off to search the ship for Team Ultra.

Max took an Auxiliary soldier with him as they searched through the dozens of hallways on each level of Vilgax's ship. There were hundreds of rooms in the ship, though most of them were now destroyed or compromised to the atmosphere outside, denying the ship from being space-worthy. Still, they were in the Earth's atmosphere, so the members of Team Ultra could be in just about any one of them.

"Let's check down this hall," Max offered the soldier he was with, who nodded in agreement. As they entered the first room, he heard a sound, like a computer powering down.

"Hello?" He called out, training his gun in the direction of the sound. "This is Max of the Auxiliary… of the Ultra Auxiliaries. Identify yourself!" Beside him, his companion trained his gun in the same direction.

"It's Morph!" A voice shouted out. "And Iron-Clad! We're with Team Ultra!" Max sighed as he lowered his gun. The two heroes came out of the room opposite of the one Max and his companion had been investigating.

"I was able to shut down Vilgax's central control computer," Cooper explained as the four men approached each other. "All the drones should be offline, both on the ship, as well as on the surface."

"How were you able to do that?" Max's Auxiliary soldier asked.

"Technopath," Morph explained. "Hacked into the computer and shut it down from the inside."

"Just in time too," Iron-Clad butt in. "I was starting to take a beating keeping him safe from the security drones." It certainly looked like he'd taken a beating, as he had multiple scorch marks all over his metallic suit.

"Vilgax is in the Null Void," Max explained. "He's not a threat to Earth anymore. We're just trying to round everyone up to head back to the surface."

"What's going to happen to the ship?" Cooper asked.

"Don't know yet," Max admitted. "It's too far gone to try to repair. And I don't particularly trust the PLUMMER command at the moment to turn the technology over to them. My guess is that we shoot it off into space and trust that no one ever finds it."

"The Faster-Than-Light engine was damaged a few minutes ago," Cooper stated. "I read the readings on the central computer. We'll need to repair that before it'll leave the solar system in any reasonable amount of time."

"Then we'll just have to keep some men on it until we can do that," Max agreed. "But until we can determine who we can trust, and who we can't, I think it'd be best we keep that information among you, me, and only a few other people." Cooper nodded.

"We can repair the breeches, and land it on the dark of the moon until we can repair the engines. That'll at least keep it out of the eye of the PLUMMERs, as well as the public." Max nodded his agreement.

"Now we just need to find Ultra 10 and Lucky Girl so we can get off this ship," he said.

"We're over here," a teenager's voice shouted out. All four of them spun around to see Ultra 10 and Lucky Girl making their way down the hallway. "You were looking for us?"

"Yeah," Max responded. "Where were you two at?"

"Up a level," Lucky Girl responded. "We fought Vilgax on the command bridge, but unfortunately he escaped. Went searching for him." Ultra 10 nodded in agreement.

"We sent him to the Null Void," Max filled in. "Must have just missed you two."

"So now all we have to find is Ellie," Sam spoke up.

"She's already found," Max responded. "She found Bree Albright and brought her to the PLUMMER transports. She elected to stay with her while Wes's men moved out of the hangar bay and into the ship."

"I guess that we should head back to your ride," Cooper concluded, earning a nod from the other five.

"Lucky Girl and I are going to head back up to the command bridge," Ultra 10 said. "Just to make sure that the other soldier made it out of there before we leave him. We'll meet you back at your RV."

"Alright, we'll meet you there," Max concluded as they went their separate ways. Ultra 10 stole a few glances over his shoulder to make sure that the group had left earshot before he looked to Gwen.

"Neb, what the heck is going on?" Gwen burst out in a stage whisper. The Wielder of the Omnitrix shushed her urgently.

"I don't have any idea," he replied. "Let's just get back to the bridge and hope that no one's found Xam or Nroht. Hopefully, we'll be able to figure it out." Lucky Girl nodded in agreement as they both made their way back up to the command bridge. Entering it, the room looked destitute of anybody.

"It's us," Lucky Girl said. Out from under a pile of rubble a soldier stood up. And from a side compartment in the wall, an older man stepped out.

"Alright, someone's gotta have an idea of what happened," the soldier asked. "Cuz I saw someone that looked just like me run off right after I showed up here. Looked like he was about to jump out that window right there, then he decided to take off down the hall." He pointed to the shattered front window.

"If I'd have to give it my best guess," the older man said. "I'd say that we were in some kind of a simulation. I've checked our galactic coordinates, and it just doesn't make sense."

"What do you mean?" Lucky Girl asked.

"What I mean is that all of the stars are in the wrong position," the older man continued. "They're in the right place sectors, but they've all shifted slightly."

"Maybe it's the planet that's changed?" Ultra 10 asked. The older man shook his head.

"No, that's not it. They wouldn't have shifted in the way they are if that was the case. It's something that I'd expect from a similar dimension, if that were possible," he said as he scratched his chin.

"What if we were?" Lucky Girl asked. "In a different dimension?"

"Don't be stupid, Newg," Ultra 10 shot back. "Every scientific experiment has ruled that out."

"Whatever," the soldier said. "I'm out of here so that I can go back to my own life. I've done my assignment, and now I just want to get paid from the Guardians."

"Look, Nroht," Ultra 10 shot back, stepping closer to the man. "We want to get back to Htrae just as much as you do. And if we can't work together, we're not going to find a way back. And you're not going to see one denarii until we get back!"

"The Hell with your little team!" Nroht shouted, drawing his pistol and pointing it straight at Ultra 10. "Give me one good reason why I shouldn't blow your brains out right now, Neb!"

"Guys, someone's coming!" Newg whispered, causing all four of them to scurry for a place to hide.

"I think I heard something over here!" A couple of Auxiliaries ran by the command bridge. Stopping in the doorway, they peered inside.

"See anything?" His partner asked.

"It must have been the wind from the window," the first soldier concluded. "Come on, we've gotta get back to the transports!" The two soldiers ran back the way they came. After their footsteps faded, the four came out of hiding.

"Look, we work together to get off of this ship, and then you can go your separate way, alright?" The older man asked Nroht, who sighed.

"Fine. Lead the way, Xam," he gestured towards the doorway. The four made their way down the hallway.

"Newg and I ran into someone that looked just like you, Xam," Neb said as they made their way down the hallway. "He seemed to looking for us. We'd probably better go with him, just to not draw too much suspicion." Xam nodded.

"Alright, we'll meet up at your fortress on the surface," he replied. "Nroht and I will take the escape pods off ship." Neb nodded and they parted ways. The two teenagers made their way towards where they'd seen Max and his partner run off to. They continued following the trail of wreckage until they saw the Rust Bucket.

"At least that looks familiar," Newg commented. "Come on, let's climb aboard."

"Too late," Neb replied as they saw the RV power its engines up, and take off out of Vilgax's ship. "Looks like we'd better make our way towards the escape shuttles too." Newg agreed, running off with Neb towards the emergency escape bay. Climbing inside one of the shuttles, New punched the activator code in, and shot the shuttle back down to Earth. After almost a minute of falling, they landed the shuttle in the middle of Ross Park, hiding it inside the thicket of trees.

They made their way through the streets of Bellwood until they found their way into the old part of town. They came on an old convenience store that looked like it was barely still managing to keep its doors open.

"What the Hell?" Neb gasped. "How can the entire thing be gone?"

"Still think that it's a computer simulation?" Newg asked. "Even the Renascence creeps wouldn't mess up this badly on their simulations."

"Shut up, you know that dimensional travel is impossible," Neb fired back. "Let's just head inside." Shrugging her shoulders, Newg followed her cousin inside the store.

"Wrong season for Halloween," the cashier behind the counter remarked. He was an older man with thick glasses magnifying his eyes. A thick white mustache graced his lip.

"These aren't costumes, you pea-brain!" Neb shouted at him, infuriated that a commoner would simply talk to him so casually.

"Settle down, Sonny," the man replied. "I was just making an observation. What do I care if you want to stomp around town dressed like that? Not like the world doesn't have enough alien invaders and Mumbo Jumbo like that."

"I should have you beaten for your insulant language," Neb growled at the old man.

"You break something, you buy it," the cashier replied. "And if you don't, then I think that it's you that's going to be beat."

"You insulant peasant!" Neb growled at the man. Raising his wrist up, he activated the Omnitrix, exploding in a flash of green light. In an instant, he appeared as WildVine.

"This is what you get for speaking to me like that!" Neb shouted, stretching his vine-like fingers out and wrapping them around the old man's neck. The man struggled to tear the vines off, terror on his face.

"Neb, just let the peasant go," Newg sighed, sounding more bored than anything. Like she'd had this conversation with her cousin a dozen times. "You don't want people to hear that you lost it over a commoner." Reluctantly, Neb released his grip on the old man's throat. The man coughed as he struggled to regain his breath.

"What are you?" He cried as soon as he could breathe again.

"I am Neb of the Syndicate," he replied, returning to his human form. "And your life now belongs to me…" Neb looked at the frightened man. "What is your name?"

"Tom Masley," he replied, still terrified. Neb furrowed his eyebrows.

"Tom? What kind of a name is that? You don't have that name anymore. From now on, you are going to answer to Mot. You hear?" Neb demanded.

"Yes, sir," the man reluctantly said.

"Stand up, Mot," Neb demanded. The old man slowly complied. "Now, tell me about this city. Where are we?"

"We're in Bellwood," he replied. "This is my convenience store."

"I'm not stupid," Neb shot back at the man. "I know a convenience store when I see one. I wanted to know about the city. Why does it look like a war zone out there?"

"Have you not heard about Vilgax?" He replied. Just then, he noticed Newg Opening up a bag of chips. "Hey, you can't just rip into my product!"

"I'm hungry," Newg replied. "And you'd better not take that tone with me, if you don't want Neb to kill you." That stopped the man in his tracks.

"S-sorry," he said. "I overreacted, please, help yourself." Newg got a smug look on her face as she continued eating the chips.

"So Vilgax attacked?" Neb asked. Mot nodded.

"Yeah, some group calling themselves the PLUMMERs have been trying to restore some kind of order to the city. Them and Ultra 10, some super-powered guy that turns into monsters. Dresses up sorta like your outfit."

"So this Ultra 10… is some kind of a hero?" Neb asked, taking a seat on the checkout counter.

"Yeah," the man replied. "He's got a whole team of supers. They usually did pretty good at keeping the city safe, that is until Vilgax showed up. But earlier today, all of his robots just shut down. Makes one wonder if Vilgax is dead or something." Neb grunted in agreement.

"One could only hope," he replied. He looked deep in thought for a moment before snapping out of it. "I am expecting a visitor. Name's Xam. He's old. Real old. Got's a fat belly, and wears blue Hawaiian shirts too. If he shows up when I'm gone, you let him know where I went. Beyond that, you only talk when he asks you something, got it?" Mot nodded, a little confused.

"You're leaving?" He asked.

"For a while, yes," Neb answered. "But don't you worry, I'll be leaving Newg with you. And don't even think of running off to the cops, or these "PLUMMERs." I'd have no trouble tracking you down and killing you with my watch here." He held up the Omnitrix so that Mot could get a good look at it. "You step out of line, and there's nothing on this planet that can stop me from finding you, you get it?" Mot nodded, still terrified.

"Good," Neb replied. He hopped off the counter. "I'll be back. And Newg?" The girl looked up from her snacks at him. "Keep an eye on our friend here. Make sure that he stays out of trouble." She nodded her head, and returned to her food. With that, Neb walked out of the store and into the night.

A/N:

That's it for the chapter. What are your thoughts? Any thoughts as to what caused Neb, Newg, Xam and Nroht to appear on our Earth? Any ideas on how, or if, they are going to be able, or even want, to get back? Other theories, comments, ideas, critiques of questions? Leave them in a review! Thank you for reading, and have an awesome day!

Review Responses:

None? Hmmm... Alright, I guess I'll have to hope for more next time.