CHAPTER 2: SETTLEMENT


WAYNE MANOR, GOTHAM CITY, NEW JERSEY

Ben Tennyson and his crew, Galactic Guardians, are still at Wayne Manor, meeting with the Justice League and Titans on what to do with the Galactic Guardians. "First of all, we wanted to say thank you for helping us to save Earth." Said Superman, smiling at Ben and his team.

"You're welcome, Supey." said Ben. "Anything to protect my homeworld."

"Glad to hear it." said the Man of Steel. "Secondly, I want to say….on behalf of the League and the Titans, we are sorry about the loss of your parents, Ben Tennyson." he added. "Also, I have been meaning to ask you, do you have a place to stay?"

Ben looked a little down, and he said, "No. My parent's house might have been sold by now, our spaceship has been destroyed. Plus, I have no clue where my Grandpa Max could be or my Cousin, Gwen."

"Then how would you like to stay with my parents?" asked Superman. "I grew up on the Kent family farm in Smallville, and they're no strangers with aliens in my parents' house."

"Sounds good to me." said Ben, knowing that he and his crew have nowhere to go.

"Eh, why not?" said Titano.

"I accept the offer, Superman." Rook said, shaking hands with Superman.

"I always wanted to see what a human farm was like," said Zeno.

"As long as I can help out there, no problem." Ester added, volunteering to help out the Kent's.


KENT'S FARM, SMALLVILLE, KANSAS

Cyborg had opened a boom-tube with his thoughts for Ben, Rook, Ester, Zeno, and Titano to go for a shortcut to the farm. Superman has already contacted his Earth parents, Jonathan and Martha Kent, with his phone, telling Ben and his crew they are staying at the Kent Farm for a while.

"Welcome dear." Martha Kent immediately welcomed Ben and the Galactic Guardians.

"Thanks for letting us stay here Mr. and Mrs. Kent." said Rook, being the gentleman that he was. "We apologize that our presence might be a bother for you."

"Nonsense." replied Jonathan Kent. "We are no strangers to aliens in this house."

Martha nodded. "Anyone who helped our son Clark save the world are more than welcome to stay here." she said. She then got a good look at Ester. "Hmm, so, you're a hybrid of human and Kraaho, right?

"Yes, Mrs. Kent," said Ester. "Watch this.." she began stretching her arms over to an apple tree that was on the grounds and brought it over into the house, which made them feel quite in awe. "Impressed?"

"Very." said Jonathan, as he also turned his head over to Ben, "So, you lost your parents in a car wreck?"

"Yes, my parents were Sandra and Carl Tennyson." Ben told Jonathan and Martha, as they both hugged him in sorrow for what had happened to him. "So, for the past 8 years, I've been away from Earth. I'm completely out of touch with what has been going on."

As the light is getting dark, everyone is getting inside to the farmhouse except Zeno, because he was too big to get into the house. However, Jonathan is providing him a light in the barn. "Thank you, Mr. Kent," said Zeno.

"You're welcome, big guy." replied Jonathan Kent. Then Zeno takes his attention to hay. Zeno smelled the hay then ate.

"You should be proud." said Zeno, while eating the hays. "You've provided me with the tastiest food I've ever eaten."

During his time in space, Zeno has never eaten anything that good like hay before.

"Uhm, you're welcome big guy..." Jonathan felt a little bit weird for anyone so comfortable to eat hay.

Zeno's species, the Triceratons, are all vegetarians. They eat mostly vegetables or plants.

Then Titano came to the barn. "Yeah, I think it is more appropriate for me to watch you buddy".

Titano and Zeno have been inseparable friends ever since they've worked together and escaped from a space prison years ago.

The next day, Ben, Rook, and Ester came down from bed and went down for breakfast. Martha was cooking pancakes. Ben hasn't been eating Earth food for a while and forgot what it tastes like.

"I hope you all enjoy pancakes." said Martha

"We appreciate your meals Mrs. Kent." replied Rook, while eating with Ben and Ester.

After finishing their meals, Ben, Rook, and Ester brought dirty dishes towards Martha.

"Need some help?" asked Ben

"No thanks dear." replied Martha, reassuring him. "But you can help out with Jonathan outside."

"Sure thing." said Ben, as he, Rook, and Ester went outside.

Then Ben, Rook, and Ester went outside to see Jonathan, Titano, and Zeno. So Jonathan has assigned Ben, Rook, and Ester with their chores. Ben was helping out Jonathan to move up the tractor by transforming into Humungousaur, Ester was picking up apples with her stretchy limbs, Titano and Zeno were building fences, and Rook was picking up the eggs from the chickens.

Meanwhile, up in the air, Supergirl and Superboy are flying back to their home, the Kent Farm.

Supergirl was wearing a white shirt, with the familiar S-Shield symbol on her chest but was cut really short, revealing nearly her whole midsection as well as her arms. She had on a similarly short, dark blue skirt that barely reached her knees and a pair of red boots that reached up a little past her ankles. While Superboy is wearing a spandex, with black and blue colored on his long-sleeved upper body along with a familiar S-Shield symbol on his chest, with red gloves, red pants, and black boots.

They spotted Humungousaur and Zeno, seeing them as a threat. So, they swooped down and attacked those two "dinosaur-like" aliens. Supergirl tackled Humungousaur while Superboy tackled Zeno.

"I dunno what you are, but you're making a mistake to come here and threaten my uncle," said Supergirl.

"No Kara, wait!" Jonathan halted his niece, causing Supergirl to halt for a while. "These aliens are friendly, Clark brought them here to stay with us for a while." Jonathan Kent explained to Supergirl. Then it didn't take long for Humungousaur to recover from Supergirl's attack.

Meanwhile, near the fences, Superboy has taken down Zeno. "Your kind, really dunno how to give up dontcha?" said Superboy.

"Back off pretty boy." warned Titano while pointing his guns

"Or what, you'll shoot me?" Superboy doesn't look intimidated with guns.

"Guys, stop!" yelled Supergirl, while she began carrying her adoptive uncle and Humungousaur was seen running towards them as well.

Then, Jonathan began to explain everything, including why Clark Kent, also known as Superman, told them to stay on the Kent Farm for a while.

"I see." said Superboy, then turned his attention towards Zeno. "But what's his story?" Superboy points to Zeno the Triceraton.

"I betrayed my species, because of their plans to destroy and or enslave any form of life." said Zeno, explaining to Kara and Conner why he did this. "They used to fight for honor but they have changed their way."

Zeno continues his story "I was once a respected Triceraton warrior, but I disagreed with my Emperor's plan to destroy planets. Because there is no honor in a weapon that destroys worlds from afar."

"So you betrayed your kind because their methods are too extreme?" asked Supergirl.

The renegade Triceraton nodded, "Yes, and now the Triceratons have lost the war." continued Zeno. "I assure you, they will no longer invade this world."

"Besides, we're kinda stuck on this planet since our ship was destroyed during the Triceratons attack, and the Justice League headquarters was destroyed." Humungousaur finished Zeno's explanation.

"Great…" Superboy groaned, as he face-palmed himself.

"As long as you aliens don't cause any trouble,'' warned Supergirl.

"Ow I'm not actually an alien." explained Humungousaur, while pressing his Ultimatrix dial on his chest, then transforming back to Ben.

Supergirl and Superboy were surprised to see that the previous "dinosaur-like" alien was Ben Tennyson, a human wearing a black jacket, white t-shirt, blue jeans, and a pair of black and white sports shoes. "Who are you?" asked Superboy.

"The name's Ben Tennyson, or Ben 10 as everyone in the universe has been calling me." Ben replied, telling them about who he was. "I'm the leader of the Galactic Guardians, Zeno, Titano the chimp, Ester and Rook Blonko."

Superboy raised his eyebrow in bewilderment, while Supergirl was attracted to Ben after seeing his human form, but didn't want to show it. "You see this?" Ben rolled up the sleeve of his jacket while showing his Ultimatrix. "It's called the Ultimatrix, a device that is capable of transforming me into various alien life-forms, but it can also evolve them into the "more powerful" versions of several of my aliens."

The two of them both looked at each other at the same time, "Ultimatrix? Wow, that device sounds a little nifty." said Superboy. He then apologized for his behaviour, "Sorry for attacking your friend here, we thought you were a threat." he said to him. "I'm Superboy, Superman's clone made with his DNA and that of Lex Luthor's. But he adopted me as his younger brother, so you can call me Conner Kent."

"Nice to meet you, Conner." said Ben, shaking hands with the Kryptonian/Human hybrid, before he got a good look at the blonde. "So who are you?" he asked her.

"I'm Supergirl, but here on Earth, I go by the name Kara Kent." she revealed. "Superman's my cousin."

Ben was wide-eyed in shock at this. "Whoa, whoa, hold on." said Ben, feeling baffled. "Superman's your cousin?" he received a nod from her. "Wow!"

Even Supergirl, who's originally from Krypton, never heard of such a device. Even in Krypton, no one has ever achieved such technology that transforms into various alien forms.

Unlike Supergirl, Superboy was not born and raised in Krypton. He was created by Lex Luthor illegally within a LexCorp secret facility, intending to create a Superman clone or possibly an army to serve him at will. When Lex visited the site he was told by one of the scientists that the clone was nearing completion. Superboy was based on Superman and Lex Luthor's DNA; All Superman's powers with Lex Luthor's intellect. Superboy was taught tons of education implanted on his brain. After finding out Superboy's true purpose was to replace Superman, Superboy leaves Lex Luthor and then Superman allows Superboy to live in Smallville, along with Jonathan and Martha Kent, and their adoptive niece and Superman's cousin, Kara Zor-El/Kara Kent/Supergirl. Superboy took an Earth name as Conner Kent, and a Kryptonian name as Kon-El.

"Okay." said Jonathan. "Since now you guys know each other, I think you all should go back to do your chores."

Continuing their chores, Ben transforms into Jury Rigg, then quickly repairs the tractors.

"Wow, that was quick for a little fella." Jonathan was impressed with Jury Rigg's repairing skills, despite his size as a dwarf.

"I'm smart and crazy. Ahahaha." Jury Rigg responds with a maniac laugh, then transforms back to Ben.

"Uhm guys?" Rook was holding a couple of chicken eggs while his blue-armoured suit covered with a chicken's feathers, and a hen was sitting down on Rook's head. Ben, Supergirl, and Jonathan Kent just giggled.

When the sun was almost down, Ben was lost in thoughts while Kara, wearing her casual white shirt and blue suspender shorts, approached behind Ben.

"Gotcha!" Kara surprises Ben by grabbing him by the face.

"GAH!" Ben was surprised by Kara. But Ben doesn't mind that Kara was just teasing.

"Aren't cha gonna go inside?" asked Kara, who noticed Ben was daydreaming.

"Sorry, I was… uhhh…" Ben wasn't sure what to answer, but Kara felt that something was on his mind and she did not know what it was.

"Wanna talk about it?" Kara was doing her best to comfort Ben, and knew something was going on.

"Okay, sure." Ben said, as Kara grabbed Ben's hand and flew up to the barn's roof.

"So?" Kara asked, hoping Ben would talk, grabbed and up the barn's roof. "What's on your mind, Ben?"

Letting out a sigh, "It all started when I was ten years old, I was walking with grandpa at a park, then a small pod crashed into the park. I was curious, so I decided to get close to the pod. So it was revealed to be a watch from outer space, the Omnitrix. The watch jumped on me and stuck onto my wrist." explained Ben's origin, making Kara a little stunned by this.

"After I discovered that the watch can transform me into aliens, my grandpa warned me not to tell my parents about it to avoid conflicts and any dangerous threats."

Ben let his head down, but then Kara raised her eyebrow in confusion. "Where are your parents now?" she asked.

Ben started to feel like he was gonna cry. "They died in a car crash a few days after I got my Omnitrix" he said to her, as he revealed his tragedy to Kara.

Hearing that made her gasp in shock, "I'm so sorry Ben." said Kara, who felt sorry about Ben while giving him a hug and wiped his tears away.

Ben smiled while blushed a little. "That's okay, it was years ago."

"I know what it's like to lose a family too." Kara told him.

"You do?" asked Ben,

"Yeah. I was born and raised on a planet called Krypton. But my planet is on the brink of extinction, so my parents quickly send me and my cousin, Kal-El, who you know as Superman, to Earth." explained Kara.

"I'm so sorry you lost your family too." Now it's Ben's turn to feel sorry for Kara.

"That's okay, I was glad that I had a new home and a new family to look after me." said Kara

"I know what that feels like too," replied Ben. "Me, Rook, Titano, Zeno, and Ester? We're like social rejects, outcasts, and orphans. But we've created a family together. Well even though we're somewhat "dysfunctional", but still a family though."

Kara smiled a little, glad that Ben had a new family and giggled at how handsome he looked, but didn't want to show it.

"So how did you end up in space?" asked Kara, hoping Ben continued his story.

"The aliens called Sixsix and Kraab abducted me because I have the Omnitrix. But I got rescued by an alien bounty hunter named Tetrax, he brought an orphan, Rook Blonko." told Ben.

"Rook? That blue alien earlier?" Kara wanted to be sure it was the same "Rook".

"Yup," said Ben. "I was upset that I don't have a family anymore, so I decided to leave Earth and join Tetrax and Rook for a really long road-trip. Except there's no road in space."

"You mean "space trip"?" corrected Kara

"Yeah." said Ben, as he let out a chuckle. "I kinda learn a lot of things such as flying a spaceship, firing a gun, fighting skills, surviving harsh environments, and others."

"That sounds exciting." replied Kara, thinking how Ben's life is so cool. "Your life is so cool, compared to my life I'm kinda stuck living on a farm. I know I got superpowers, but my cousin told me that I need to adjust my life on Earth. This "adjustment" and "patience" is driving me crazy."

Ben had no clue that Clark was figuratively holding his cousin back. "Well, living in space isn't as fun as you think. I always got hunted by a bunch of bounty hunters, and I was 10 years old back then."

"Whoa. That young?" Kara is surprised to hear that Ben had such a rough childhood but manages to pull it through.

"Yeah. I've been away from Earth too long, I almost forgot what the sun is like, and how much Earth has evolved over the last several years." said Ben.

Then Kara began to be curious about Ben. "Do you ever miss your family? she asked.

"Sometimes, I might actually think that they are much better off without me. Because I've always put myself in danger, so I began to wonder if I might put my family in danger if I ever dared to return home." Ben replied, feeling that he may have been gone for the better. "But since my ship was destroyed, I'm kinda stuck on this planet, my home. Maybe it was destiny for me to return back home?"

"Destiny or not, you've gotta see your family again." Kara said to him, as she wanted to encourage Ben to go see his family again.

"Yeah, I guess you're right." Ben replied to her with a small smile.

Kara put Ben down from the barn's roof to the ground. They walk back to the farmhouse. "Aside from your parents, is there anyone else in your family?" asked Kara.

"Well, there is my Grandpa Max, and aside from him there's also my cousin, Gwen and her parents, my uncle Frank and aunt Natalie as well as her brother, Ken." Ben replied to the blonde Kryptonian.

"Hopefully, I'll get to meet them." Kara can't wait to meet the Tennysons.

"Yeah…" Ben didn't feel as enthusiastic as Kara, because Ben had left his family for 8 years.

"You don't look excited to see your family." It didn't long for Kara to notice Ben's unenthusiastic face.

"Look, I ditched my family for a long time. What if they didn't want to see me again?" Ben was worried about that.

Then Kara holds Ben's hand, causing him to look her in the eyes. "They will if you tell them why you did so, and if they understand, then it'll be alright." she said to him. "But if they don't, they can take it out with me." she added, showing her defensive side.

Ben blushed a little when Kara held his hand. But when they let go, they felt embarrassed and let go of each other's hands. Then Kara walks back to the farm house.

"So what, did you tell her that you like her?" Titano appears behind Ben.

But Ben is in denial. "C'mon man, I just met her and-"

"Yada, yada, you're attracted to her." teased Titano "She's not even my species but I'm attracted to her."

"I'm supposed to take advice on love from a monkey?" teased Ben.

"Dick!" muttered Titano and walked back to the barn.

Back at Kara's room, she went to her phone and contacted her best friend, Barbara Gordon, who's currently living in Gotham. Kara, as Supergirl, did team-up with Barbara Gordon, also known as Batgirl. When Batman was away from Gotham, Batman did contact Superman's home number at his apartment in Metropolis, but Kara is house-sitting for Clark Kent while he himself is out of town. On the phone with her foster mother, she reports that, much to her disappointment, crime in Metropolis is slow that week. Then Batman telephones the apartment, asking for Clark Kent. Without giving his name, Batman advises Clark that Livewire is loose in Gotham, and if Kent wants to "get on top of the story", he should head there, immediately. With Superman gone, Kara immediately dons her Supergirl outfit and flies to Gotham. Together, Supergirl and Batgirl team - up, defeating Livewire, Poison Ivy, and Harley Quinn. Then their friendship became solid.

"Hey Kara, how's it going?" Barbara greets her friend from a phone call.

"Not much…. Okay you know what, I just met a boy." Kara is excited to tell Barbara about a boy she likes, but she doesn't want to admit it yet.

"A boy huh?" Even at the phone call, Barbara's already suspicious that Kara's had a crush on this boy.

"C'mon Babs, it's not what you think." explained Kara "I just met him."

"Ow, I see." replied Barbara from a phone call. Even though sometimes Barbara and Kara did talk about boys, mostly it's because how "ridiculous" boys can be. Barbara did open up about her relationship with Dick Grayson, but it's the first time for Kara to open up about a boy that she begins to like; Ben Tennyson. "You know Ben has these alien friends and they stayed at the Wayne Manor once right after the "dinosaurs" invaded Earth."

Kara understood the dinosaurs Barbara meant were the Triceratons, an alien that looks like a Triceratops (a dinosaur species). Then she gets suspicious about how Barbara knew about Ben. "Wait, how did you get to know about Ben?"

Now it's Barbara's turn to get embarrassed. "It's not what you think!" replied Barbara from Kara's phone. "Look, I just think that Ben was a cool guy, but he had a rough childhood in space with his friends."

"He's a really cool guy isn't he?" said Kara, as she admires Ben. "I wish I could help him."

"OW MY GOD!" replied Barbara with a shock. "You like him, don't you?!"

"What?! Ow God, no Babs. I was just-"

"Yes you do! Don't deny it…" told Barbara "You get all "jealously-suspicious" mode when you heard I knew about Ben. Then you sound "dreamly" like you admire him!"

"Ugh, I'm not talking anymore Babs!" Kara quickly hung up her phone, as she's embarrassed that Barbara figures out that Kara likes Ben.

"Figures that you like Ben." It was Ester, wearing Kara's borrowed sleeping gown, crossing her arms while smirking. Ester was currently sleeping in Kara's room. Kara on the other hand, was blushing and embarrassed.

"Ow gosh!" Kara was surprised while embarrassed at the same time. "How long have you been-"

"Long enough." explained Ester, as she walks inside Kara's room. "Ben's a good person, even though he has rough edges."

"I know, Ben told me about his adventures earlier." said Kara, letting her know this. "Why would you break up with a good-looking guy like him?"

Ester sighed and began to explain, "You really wanna know?" she asked, getting a nod from Kara. "Okay, I'll tell you. We were part of a mission in the Alpha Centauri quadrant. Ben was being arrogant and almost got himself killed against Mongul on the Warworld." she stated to the blonde Kryptonian, making her raise her eyebrow.


(FLASHBACK) WARWORLD, ALPHA CENTAURI QUADRANT, OUTER SPACE

2 Years ago….

Ben and the Galactic Guardians were fighting their way through the Warworld, shooting down the drones and trying to outmaneuver Mongul, the one in control of said place. Ben was 16 years old at the time. Zeno stomped down a few attack bots while Rook used his Prototool to take down some capture droids. Titano helped Rook out against the droids and Ester, she stretched her limbs to knock them away. "Eat shit, asshole!" said Titano, taunting the machines.

"That was the most impressive blast, Titano," said Rook.

"Eh, I try to make a good impression, Rook!" Titano said, giving him a high-five.

Mogul then spotted Ben and ran him over, but then, Ben got up and used the Ultimatrix to transform himself into Four Arms to fight against Mongul.

"Ah, a Tetramand!" said Mongul as he locked up with Four Arms. "So you're the famed Ben 10 I've heard so much about, and "feared" these long Earth hours." he added, feeling unimpressed.

"Yeah, and you are about to get slammed, Four Arms style!" said the Tetramand, as he began to toss him into the air and delivered a body slam to Mongul. However, the leader of Warworld then tripped Four Arms and then got out his next batch of robots to take Ben down, however, Ben decided to switch things up a notch.

He then pressed the Ultimatrix and switched his alien form to Feedback and he said, "Okay, now give these bots the Shock of their lives!" he joked as he charged up an enormous amount of electricity and shocked the robots so much that they began to overload and then *KABOOM* They all exploded. "No mechs now, eh Mongul!" he taunted.

Mogul, feeling very angry at this, decided to get something out of a capsule and he pulled out a giant bazooka. Ben switched again to an alien that could absorb the blast from the bazooka, so he changed it to Frankenstrike and Mongul blasted a laser at Ben, but he absorbed it and shot it back at the tyrant, but he dodged the blast after he rolled out of the way.

The Warworld leader fired another round, but it also got deflected back at him, so he tried a smaller blast and hit Frankenstrike in the shoulder, making him wince in pain. Mogul smirked, "Aha, seems you are not as invincible as I thought you to be." he taunted Ben.

"Ughh…" Ben struggled to get up, but his shoulder was a little stung. "Don't count me out just yet, Mongul!" he boldly declared. "The clock hasn't run out for ME yet!" He switched the Ultimatrix to something else this time. He switched it to Humungosaur and then Ultimate Humungosaur and he started smacking Mongul with his hammer tail creating a massive shockwave that sent Mongul flying.

Ester turned around to see this, Mongul was blasting away at Ben, she was horrified by this and raced right over there. Mongul laughed evilly and then Ester stretched her arms so long that she knocked Mongul out of the blasting station and into the storage hangar.

She then turned her eyes over to Ben, who had reverted back to his human form, then walked towards him in tears. Surprisingly, Ester slapped Ben on his face, causing the rest of the team to be speechless and surprised all at once.

"YOU SON OF A BITCH!" she yelled at him. "What the hell were you thinking!? You could've gotten yourself killed!"

"I...I just wanted to make sure he didn't aim it at you!" Ben countered at her.

"Maybe this all could be avoided if you hadn't been such an arrogant, insolent and overactive jackass!" she insulted him, making them all gasp.

Ben felt like his heart had been broken. "I'm sorry, you mean my arrogance did kick-ass and save the day!?" Ben was acting sarcastically while irritated.

Ester said, slapping him in the face again. "If you're really putting your selfishness before us, then maybe there is no room for our relationship anymore!"

"Well, maybe I would be better off without someone like you, telling me what to do!" he yelled back at her, making her gasp in horror.

"That's it, you and I are through!" Ester said, punching him in the jaw.

The two of them got angry and growled at each other, but then Zeno shouted "ENOUGH!" and grabbed them by the heads and slammed them in the foreheads, making them both bleed a little bit. "KNOCK IT OFF! BOTH OF YOU SHITHEADS!" he yelled. "This isn't the time or the place for you two to be fighting, and I don't give a damn about what he did and why you, Ester, are letting it get the better of you!"

The two were frightened of what Zeno had just done to them, they were so scared of him right now, they didn't even bother to yell back at him or each other for that matter.

"If you two don't get your act together, you'll both be dead!" Zeno snarled at them, however Rook showed that he would handle this. "You got that straight?" he demanded, getting a frightened nod from both of them.

"Good." said Rook, "I agree with what Zeno just said, now, let's keep focusing on the task ahead. I'll take charge this time since you two seem too emotional." he said to them, wanting to lead for once.

"Go ahead, lead on Rook." Ben said, in complaint.

"Ben and I argued, which led to the "break-up" as it were. However, Rook got up in both our faces and told us that if we didn't get our act together, we'd die. After cooler heads prevailed, Ben and I decided to stay just friends." Ester narrated.

End Flashback...


(BACK TO PRESENT) KENT'S FARM, SMALLVILLE, KANSAS

Kara was a little bewildered and yet at the same time, she sputtered when she was gonna speak. "Ouch!" she said, substituting a swear word. Then Kara was in deep thoughts. "I think Ben is just willing to sacrifice himself for the greater good. I know that you cared for him and I know that I just met him. If I have to guess, Ben was arrogant to hide his fear. I know a thing about arrogant people, like Connor for example, he's being arrogant to hide his fear."

Ester was impressed that Kara understood about Ben. "Wow, you know I'm really impressed. I think you and Ben are suited for each other." Ester smirk

Kara's embarrassed as her cheeks went red. "WHAT!? I-"

Ester giggled, as she held her laughter.

"It's okay." replied Ester is comforting Kara. "Your little secret is safe with me."

Kara then replied to her with a small smile "Thanks Ester."


THE TOWN OF SMALLVILLE , KANSAS

The next morning, Ben, Kara, Connor, Rook, and Ester, are taking a trip to Smallville, while Titano and Zeno voluntarily stay at the Kent Farm. Rook and Ester used a holographic projector to disguise themselves as humans.

"So, how are you adjusting to disguises?" asked Conner.

"They're doing very well, Conner," said Ester, telling him that the disguise is perfect.

Then Kara met her friend from Smallville high, Elena Validus.

"Kara!" Elena was happy to see Kara.

"Elena!" Kara ran towards her and they hugged. Kara introduced her new friends to Elena

"Guys, this is Elena, she's a close friend of mine." Kara introduce Elena to her friends

"Hi guys." Elena greets Ben, Rook, and Ester, but Elena already knows Conner, as he also lived in Smallville long enough.

"Hello there." said Rook and Ester.

Elena then got a good look at Ben, "Hmmm, you look familiar to me." she said, putting her hand to her chin in thought.

"Oh, I'm Ben Tennyson." he introduced himself. Ben got a look at her and felt a stroke of remembrance come into his mind, "Wait….Elena Validus!?"

"Ben Tennyson!?"

Kara, Conner, Rook and Ester all looked at each other in confusion. "You two know each other?!" they all asked in unison.

"Yeah, back when we were kids, we used to play together all the time." said Ben. "Where have you been?"

"My parents moved to Smallville to get away from the big city congestion and start anew." Elena replied, telling him about her move. "So, where have you been? I haven't seen you in so long."

Ben wanted to tell her, but it would be best if Elena did not know the truth about Ben's trip to space. "I moved away" he lied, but that made her suspicious.

"And why didn't you try to contact me for 8 years?" Elena was a bit cross with him, hopefully that Ben has a good reason

"Because, I was caught up in what I was doing."

Elena raised an eyebrow and asked, "So what brings you to Smallville?"

"Oh, he's living with me, Connor, Aunt Martha and Uncle Johnathan." Kara said.

This made Elena shocked, "You're….LIVING with her!?" she asked.

"As are we." said Rook, adding to that.

"Oh, well, that makes sense, I suppose." Elena said, playing along with this. "Well, I'd better head back home and spruce the place up." she said. "Come visit anytime you'd like." she said, hugging both Ben and Kara.

Kara and Conner understood why Ben had to lie, in order to leave Elena out of this "hero business" to keep her safe.

After finishing up with her new friends, Elena walks away and secretly leaves the town as she rides on her motorcycle. Little do they know, she planted something that looked like a hive somewhere.


CAVE, OUTSIDE SMALLVILLE, KANSAS

At this cave outside of the town, Elena met Queen Bee, also known as Zazzala, an extraterrestrial conqueror from the hiveworld called Korll. It was revealed that Queen Bee had already brainwashed Kara and Ben's old friend, Elena. Queen Bee wear's black and yellow stripe tights, stingers on her wrist, spiky black hair, a pair of bug-like eyes, and wings like a bee.

"Elena my dear, it izzzzz good to zzzzzee you." she said, in a monotone voice.

"My Queen." Elena kneels before her queen.

"How izzz it going? Izzz the plan izzzz zzzzet in motion?" The alien - bee asked.

"Yes, my queen." replied Elena.

"Well done, my dear zzzubject." Queen Bee was pleased with Elena's contribution, then she continued "Zzzzoon, with your abilitiezzz azzz a nanochip, it will zzzpread all over Zzzmallville, then it will zzzpread all over the world!

A few days after the Triceratons invaded Earth, a small pollen just hit through Elena, she resisted the "hypno pollen" but Queen Bee gave Elena more hypno pollen in order for Elena to completely submit to Queen Bee.

However, little did Queen Bee know, her control over Elena was starting to be lost little by little, but the control was fighting back.


BACK TO SMALLVILLE, COFFEE SHOP

Ben, Kara, Conner, Rook and Ester are at the Coffee Shop called the Smallville Beanery, it was the place where Clark had his first date with Lana Lang.

But then, as Kara and Connor giggling at Ben's jokes, Kara and Connor quickly heard something suspicious thanks to their "super - hearing" as they heard something.

"Did you guys hear that?" Kara asked as she heard a buzz-sound.

Then, in came some nanachips that almost got to Ben, Rook, and Ester. But Kara and Connor quickly grab the nanochips with their fast reflexes and crush it. But the customers and even the coffee shop workers did get stung by the nanochips. Ben, Rook, Ester, Kara and Connor noticed that everyone got stung, then they all acted like "zombies", as they all marched away.

"Now that's creepy." said Ester.

Ben, Rook, Ester, Kara and Connor immediately went outside the coffee shop, watching all the Smallville citizens walking outside the town.

"Uncle Jonathan, Aunt Martha!" Kara was worried if her foster uncle and aunt were brainwashed. "We gotta go back home!"

"Right!" Rook agreed immediately.

They quickly ran into the alley in order for them not to see their "true selves". Kara and Connor quickly dons their Supergirl and Superboy outfit by running back and forth with their super-speed, Rook and Ester deactivate their holographic projector into their original forms (as aliens), while Ben transforms into XLR8. Then XLR8 ran back towards the Kent Farm while Supergirl and Superboy quickly flew off back to the Kent Farm as well while carrying Rook and Ester, hopefully Jonathan and Martha Kent are alright.


KENT'S FARM, SMALLVILLE, KANSAS

Back at the Kent Farm, they saw back to the barn where Zeno is carrying the hay to help out Martha Kent, while Titano is helping out Jonathan Kent to fix the cow milking machine.

"Kara? Connor? Kids? You guys went back home early" Martha was surprised to see her adopted niece, Kara, and her adopted son, Connor, returned so quickly.

Supergirl hugged Martha. "Thank Rao, you're okay." she said it with relief.

"Uhm, hate to interrupt but do you mind if you guys give us a heads up here?" asked Titano to know what's going on.

"There's a bunch of nanochip bugs that are infecting the whole Smallville." explained Superboy. "We just need to make sure that we all do not get infected."

Then they heard a buzz from a few nanochips flying inside the barn.

"Look out!" Supergirl warns, as she and Superboy are using their cold breath to freeze the nanochips.

But more nanochips are flying inside the barn.

"I got this." said XLR8, then he pressed the Ultimatrix dial from chest and transformed into Nanomech. "Fly like a butterfly, sting like a bee." *PEEWWW-PEEWWW-PEEEEWWW-BZZT-BZZZT-BZZZT* As Nanomech flew towards the nanochips and fired the nanochips by using his bioelectrical energy from his hands and eye.

It didn't take long for Nanomech to destroy all the chips. Then Nanomech transforms back to Ben.

Ben picks up one of the nanochips then turns his attention to Rook. "Rook, can you scan one of these nanochips?"

Rook uses his Proto-Tool to scan the nanochip, then he finds something from his Proto-Tool; the location of the origin of the nanochips. "I've got it!"


CAVE, OUTSIDE SMALLVILLE, KANSAS

Thanks to Rook's Proto-Tool that was able to scan the location of the nanochips, the gangs arrived in the cave, where they saw a pair of civilians acting as a guard, guarding outside the cave.

Rook was looking towards the guards behind the bushes while looking towards the guards with his binoculars, while Titano was on the opposite side of the bush.

"You ready?" asked Rook to Titano with his ear-comm.

"Yeah, yeah, let's just get this over with." Titano is being impatient.

"Fire!" muttered Rook with his ear comm. As Rook's signal, Rook and Titano use their tranquilizer gun to make the guards unconscious.

"Okay, now it's my turn." said Ben while contacting his team with his ear-comm, as he activates his Ultimatrix then transforms into Chamalien. The Merlinisapien then makes himself invisible as he snuck inside the cave. Then Kara and Connor, dressing up in their civilian outfit, are sneaking inside the cave, pretending to be brainwashed.

"Exzzzzellent" said Queen Bee, as she and Elena are standing next to each other.

Kara was surprised to see her close friend was standing right next to the "alien-like" bee, but she rather tried to stay calm and not to react.

"Now bow to your queen!" as Queen Bee commands, the rest of the citizens bow, including Kara and Connor, who were just pretending to bow.

But Elena detects with her "senses" that there's someone who is not being infected. "My queen, I've detected there's a spy among us."

Kara and Connor were surprised, as Chamalien, who's still invisible. Not taking any risks, Chamalien gave the orders. "NOW!"

Smoke bombs are thrown to blind the brainwashed civilians, as well as Elena and Queen Bee. While everyone was blind, Kara and Connor used their super-speed to run outside the cave, then returned back to the cave donning their Supergirl and Superboy outfit, while Chamalien switched his alien form by pressing his Ultimatrix dial to transform into Terraspin.

Terraspin quickly rushed forward, then whacked some of the brainwashed civilians, but fortunately, they were only knocked out, any harder and they would be dead. Ben values life, not death. He then used his wind powers as Terraspin jumped a few feet into the air, then his head disappeared into his shell. His arm-flippers straightened out at an angle, while his feet-flippers joined together, to form a third "blade". All in all, he looked like an "O" had been placed over a "Y". Then the blades began spinning, and huge gusts of wind blew out of the holes in his shell. All of the brainwashed civilians, including Elena and Queen Bee, are blown away.

"Elena, please, stop this!" Supergirl said, urging Elena to stop. "It's me, Kara! This isn't right!"

"I've known you since we were young!" as Terraspin transformed back to Ben, trying to get through to her. "If you're in there, fight it! Don't let her control you!"

Supergirl and Ben had no choice to reveal themselves. They rather let their secrets be exposed rather than lose their close friend, Elena.

Queen Bee laughed at the two of them, and Elena shot something at them, they were in the shape of diamonds and she said, "You foolzzzzz! That izzzz not the real Elena Validuzzzz, she izzzz made of some nanozhipzzzzz I zzzzwiped from Victor before I killed him!" she revealed to them.

Supergirl and Ben were both shocked to hear that Elena's father was killed by Queen Bee before she used her nanochips to make her into a monster and mixed their emotions in shock and anger.

As the truth was revealed, Elena snapped back in anger towards Queen Bee. She slammed her up and down the cave and all around too. "YOU KILLED HIM!? she snarled, as she gripped Queen Bee's throat. And was about to kill her, making them all shocked. "YOU BITCH!"

But then, Supergirl put her hand on Elena's shoulder. "Elena, listen to me!" Supergirl hopes her friend will not be consumed with vengeance. "I lost everyone, it makes a hole in your heart. But you can't fall into it, you have to fight! Do not throw away who you are."

Then Rooks steps in too. "I know what it's like to lose everyone I loved too. A madman tried to conquer my homeworld. But when my people tried to resist, the madman made a sample out of it, by destroying my home planet."

Supergirl was also shocked about Rook's past too. Both aliens have lost their homeworld. Ben then said to her, "Please, Elena, don't give in to vengeance! Seek only the good!" he urged, holding her in comfort. "You are not a monster!"

And with that said, Elena let go of Queen Bee's neck, making way for Superboy and Zeno to keep her restrained. Elena then felt something trying to override her thinking, it caused her pain and then what happened was a tragedy. Supergirl and Ben rushed towards her and hugged her while Elena was in tears.

Then Cyborg, Superman, and Green Lantern (Hal Jordan) arrived at the cave.

"Where the hell have you been?" complained Titano.

"Uhhh, traffic?" Hal responds with his sarcastic manner.

Ignoring Hal's sarcastic manner, Superman and Cyborg approach Ben, Supergirl, and Elena. "Elena Validus?" asked Superman. "What happened to her?"

"Queen Bee, that's what." Superboy replied. "She killed Elena's father and turned her into one of her drones."

"Yeah, but now she's fighting back, and I think she might be losing!" said Ben.

"I got this," said Cyborg. Using his technopathy, he was able to break her free from the programming of Queen Bee. Elena reverted back to how she looked before and fainted in J'onn's arms. "There we go."

Meanwhile outside the cave, as Superboy and Zeno holding Queen Bee in her restrained, but then Martian Manhunter approaches.

"Hold still." commands the Martian, as he held his hand to Queen Bee's head.

You will forget this, as J'onn uses his telepathy to wipe out some of her memories to make sure she forgets Ben and Kara's secret, as well as Conner's. After she fainted, they let her down and then J'onn used his intangibility to remove the device in Elena's head without harming her inside the brain.


KENT'S FARM, SMALLVILLE, KANSAS

The next day, after the crisis was over, Ben, Rook, Kara, Ester, and Connor went downstairs for breakfast. Martha had provided them chicken and waffles for breakfast.

While eating their breakfast, they heard a phone ring. Martha picks up the phone.

"Hello, this is the Kents residence." Martha replied. After a few words from the phone, Martha turns her attention towards Ben.

"Ben, it's for you." as Martha was about to pass the phone to Ben, he stood up from the chair and reached the phone.

"Hello?" Ben asked.

"Ben, we need to talk." said a male voice, answering. It was revealed to be Bruce Wayne.

END OF CHAPTER 2


Note: I purposely change a bit of Elena Validus' background. Like in the Ben 10 series, she's also made out of nanochips too. The only difference I've made is that she moves to Smallville to get away from big city congestion and start anew. She's also a close friend of Kara Kent at Smallville High.