(Author's Note: Hello my loyal readers!

I'm…NOT in the best of moods as of late. Why, you may ask? Well…multiple reasons, but one of the main ones is the continued nonsense between Marvel and Sony. I don't want to start any kind of debate or argument about this stupidity, so I won't tell you who's side I'm on. All I'm going to say is…that Spider-Man needs to be put BACK in the MCU. Like…NOW!

But…onto other (more important) stuff.

That's right…another story. Let me do my thing, I've got plans to make it work. Why am I starting this story, you may? Well…I can't say. At least not yet. Let's just say…for what I have planned, it's best to start this story as soon as possible. Things'll become clear…at some point:/

And to make sure that things are clear, this IS a Ben 10/MCU crossover (as I've been known to..."confuse" people in the past:/)

And FYI, this is set AFTER Ultimate Alien...but Omniverse did NOT happen (because I don't properly know the show to use it:/).

Hope you guys enjoy:)

Chapter One: Everything Changes

It was dark…it was nighttime. But it was FAR from peaceful.

The town of Bellwood…had been attacked, and currently laid in a broken wreckage of its former self.

The buildings in the town (that weren't a pile of ash on the ground) had crumbled into pieces, littering the ground. A fire had broken out, and had grown to a MASSIVE size as it did it's best to consume the entire town.

But the most horrifying aspect of all? The corpses.

Hundreds (if not thousands) of corpses littered the streets in a river of blood. The corpses ranged from simply lying there with a hole in the chest…to literal body parts being scattered throughout the wreckage. And not all of these corpses…were human. Some were humanoid creatures with fangs, claws, and skin tones that ranged from dark red/orange to light green. Some were four-legged, dog-like creatures with light blue fur. Some creatures had pink(ish) skin, with bat-like wings and tentacles. Some were even robotic humanoids.

But the primary focus of our story…is the dark green car with black stripes that was currently speeding it's way through the ruined town. After about…two minutes of speeding, the car (rather suddenly) came to a stop in a ghost town of a neighborhood. The fires that were consuming most of the town had seemingly not reached…with the exception of a single house.

As the car stopped…three people came out. The first (stepping from the back) was a boy with fair skin and brown hair. He wore a pitch black shirt, a green jacket with white lines and a "10" on it, black pants, and white/black shoes. He also wore a green gauntlet-like object on his left wrist.

The second (stepping from the passenger side) was a girl with fair skin and red hair that reached the middle of her back. She wore a dark blue shirt with a white collar and white cuffs, a black skirt with a white line around her waist, dark red/brown(ish) leggings, and black shoes.

The final (stepping from the driver's seat) was a boy with fair skin and black hair that almost reached the bottom of his neck. He wore a black t-shirt over a grey long-sleeve shirt, dark blue pants, and black shoes.

These three were three of the world's greatest heroes/defenders. Benjamin "Ben" Kirby Tennyson (the boy with the gauntlet), Gwendolyn "Gwen" Tennyson (the redheaded girl), and Kevin Ethan Levin (the black-haired boy).

All three of them raced their way out of the car, stopping. In. HORROR as they came before the burning house. Unable to keep the dam from breaking, Gwen threw herself into Kevin's chest as tears were falling from her eyes. Kevin quickly wrapped his arms around his girlfriend, putting his head to her hair as he began to feel tears spilling from his eyes as well.

Ben collapsed to his knees as he stared at the flames with eyes the size of dinner plates. He shut his eyes tightly, not able to keep the tears from falling from his eyes. He clenched his hands into fists, feeling his nails beginning to dig into his skin. "Damn it," he whispered, before gradually growing later, "Damn it, damn it, DAMN IT!" He slammed his fists against the ground, feeling more tears beginning to fall down (despite his best efforts to stop them).

Not long after the battle in Bellwood had begun, Max Tennyson (Ben and Gwen's grandfather) had requested some be moved to one house so that they could be properly protected from the danger (which was MUCH more severe than expected). Along with he himself (Max), there were Carl and Sandra (Ben's parents), Frank and Natalie (Gwen's parents), Kenneth (Gwen's elder brother) Kevin's mother and his stepfather (Harvey Hackett), along with Ben's girlfriend Julie Yamato and her Galvanic Mechamorph pet Ship.

"Yes…it's a tragedy, isn't it?" The heads of all three teenagers shot up towards the flames, seeing a figure walking their way out of the fire.

The figure was not human. They stood nearly twice as tall as the teens, with dark green skin, a squid-like head, and triangular red eyes. They wore a black suit with red chest armor, blue bottoms with silver padding on his knees and bottom legs, and a black fingerless glove with a red orb on top of the palm. There was a golden armor piece on his left shoulder, and a large golden gauntlet with an equally as large yellow gen on top of the palm. He wore a golden belt with a red and silver pistol strapped to his waist, and had a large sword strapped to his back. He was also smirking, holding…something in his right hand.

"You," Ben hissed, pure venom in his voice as he glared at the being before him with the intensity of a thousand suns. Gwen and Kevin had pulled away from each other, each of them glaring with the exact same intensity as Ben. "You BASTARD!"

The being glanced at their glaring, tearing faces…and simply laughed, "This," he held his arms out, "Is your penalty. For ever thinking that I would not achieve my vengeance upon you, Ben Tennyson. After you three fall, the Earth will soon follow. All will fall to Vilgax, conqueror of…eleven worlds," the now-named Vilgax gloated as he chucked the object in his hand at the teenagers. The object bounced and rolling across the ground before coming to a stop a few feet before the three teens. As their eyes glanced down at the object, their expressions of rage were replaced with ones of HORROR!

It was a severed human head! The head had pale skin and grey hair, along with green eyes (1). This was the head…of Max Tennyson.

None of then moved, too horrified to do so. Eventually, however…it was Ben that did react. He glared at Vilgax with an intense that took even Vilgax off-guard (though he didn't show it), tears now pouring from his eyes. Without another word (simply heavy breathing), Ben grabbed the gauntlet on his wrist. A holographic image appeared from the device and Ben slammed onto it without hesitation.

The teenager disappeared in a flash of green light, Vilgax not looking away (despite the light). When the light died down…a completely different being stood in Ben's place. He was now a twelve-foot tall humanoid dinosaur, his outer body being dark orange and his inner body being a peach-like color. He had two triangular green eyes, a tail, and a symbol on his chest that had two green triangles that touched each other at the top and two black ones off to the side.

This "man-dinosaur" glared at Vilgax before grabbing the symbol on his chest, twisting it to the left, and slamming onto it again. In another flash of green light, he had…changed. He had grown taller and larger, with his dark orange skin turning dark green and his peach skin turning in almost purple/dark blue color. He gained a large shell with spikes on the side, a mace-like object on the tip of his tail, silver cylinders on his fingers, spikes on his chest that surrounded the symbol, and two horns the sides of his face. The symbol on his chest now grew spikes across it, forming an "X" on his chest.

Vilgax chuckled, "Ah…Ultimate Humungousaur, you aren't playing games this time Tennyson," Vilgax unsheathed his sword, "Fortunately…neither am I." Ultimate Humungousaur snarled before letting out a monstrous roar, charging at Vilgax like a pissed off bull. Kevin placed his hand on his car, green armor (the same color as his car) spreading over his body, his hand shifting into a mace.

In a flash of light, Gwen changed as well. She changed into a dark purple, humanoid being with pupil less eyes, pink energy strands for hair, and no clothes.

Vilgax raised up his gauntlet arm as Ultimate Humungousaur raised his giant fist into the air, a yellow rectangular force field appearing to block the attack (cracks in the earth forming and pushing Vilgax slightly into the ground from its force). Vilgax threw his arm to the side (pushing the evolved Vaxasaurian's fist away from him) and stabbed his sword point forward.

Ultimate Humungousaur moved his head to the side, avoiding the attack and showing impressive reaction time, and grabbed ahold of Vilgax's sword arm. He tightened his grip on the appendage (causing Vilgax to flinch in pain) before lifting him up, and slamming him into the ground. He then threw him into the air, to which Kevin quickly leaped up and slammed his mace hand into Vilgax's face.

As Vilgax's back collided with the ground, Kevin grabbed him by his tentacles and threw him towards the team's only female member. Gwen let out a yell as she threw her arms forward, shooting two massive beams of cracking energy that collided with the warlord. Vilgax went flying into the wreckage, but was only there for a moment before Ultimate Humungousaur went charging forward after him.

Ultimate Humungousaur tore through the wreckage until he found Vilgax, grabbing ahold of the his body and throwing him into the air. His hands then changed into two giant gattling guns, firing off dozens of missiles towards the warlord. Two of them connected with the tyrant, then another two…then another two, and then another two, until Vilgax was completely covered by a cloud of smoke.

Not choosing to wait, Gwen quickly flew towards the (dispersing) smoke cloud. Just as Vilgax was seen flying back towards the ground, Gwen quickly flew behind him and placed her hands on his back. The tyrant only had a moment to react/prepare before he was sent flying towards the ground when she fired a massive blast of energy (even larger than the first one) at point-blank range. The second Vilgax's body connected with the ground, there resulted in a MASSIVE explosion (who's smoke covered the entire area).

All three of the teenagers didn't waste anytime in charging forward towards the grounded madman. From the smoke cloud, however, shot forth two thin beams of energy. As they came towards Kevin, the Osmosian hybrid quickly sidestepped to avoid them…but the beams quickly turned and struck Kevin dead in the center of his chest, sending him flying into another lawn.

"Kevin!" Gwen cried out, quickly racing towards her downed boyfriend. Vilgax then shot out of the crater (that was made) and delivered a strong right hook to Ultimate Humungousaur's face…the sheer force of the attack knocking the hyper-evolved Vaxasaurian to his back.

Not long after, Ultimate Humungousaur grunted when he felt a boot slam onto his throat. He saw Vilgax standing over him, raising his sword into the air, "I'll take your head next!" As Vilgax threw down his blade, Ultimate Humungousaur quickly slapped onto the symbol…disappearing in a flash of green light.

Vilgax's blade collided with the ground, a…green substance suddenly flying behind Vilgax. As this substance touched onto the ground, it morphed into a humanoid shape. His skin was green and his possessed long(ish) fingers, green eyes, a long object extending from his right shoulder, a flying saucer-like object floating above his head, and the same symbol from before on his chest.

Without making a word, he threw his hands forward…shooting out two streams of…slime towards the warlord. Vilgax leapt into the air, dodging the attack (which simultaneously melted down the barely standing house behind him), and then shooting forth at the shape-shifting.

As he threw a punch, his opponent's entire body suddenly split apart…resulting in the attack completely failing. As the changeling formed back together, he slapped the symbol on his chest...disappearing in yet another flash of green light.

The figure that appeared this time was a humanoid being made of crystals. Most of his body (his lower and upper body, and even a portion of his head) was covered in indigo crystals with black lines and dots that covered them. His arms and face was coated in pale green crystals, along with two long spikes coming from his back and two shorter ones coming from his chest. His eyes were (once again) green, with the symbol being on his chest.

Vilgax chuckled as he stood up, "Diamondhead. Well…certainly a much better choice for combat than Goop. Wouldn't you agree?" Diamondhead just glared, baring his teeth (almost like fangs), as he held up his hands…which then formed into two razor sharp shards.

Vilgax then grunted in pain as he felt something…hot collide his back. He (somewhat) looked over his shoulder to see Gwen and Kevin running (well…the former was flying) towards him…just as Diamondhead ran forward as well.

Vilgax turned and shot a laser at Gwen from his fingerless glove, resulting in the young Anodite having to put up a force field to defend herself. He moved the laser onto Kevin, striking him in the chest…knocking him onto his back.

He then spun around, swinging his sword towards Diamondhead…who blocked the attack by forming a shield with his arms. Vilgax pushed his blade down with his other hand, trying to push his opponent down. Diamondhead pushed his own strength against the tyrant's, both of theirs seeming to be equal.

Diamondhead then pushed up, knocking away Vilgax's weapon shooting a strong punch to Vilgax's gut. He shot a forth a left hook to Vilgax's face as a razor sharp blade appeared his other wrist. He stabbed the blade forth towards Vilgax's face, but the warlord moved to side…enough to where the blade only left a cut on his cheek. Using his gauntlet hand, he backhanded Diamondhead away…causing the teen hero to be sent sprawling across the ground.

With a "battle yell", Kevin (who had recovered from Vilgax's attack) leapt through the air…with both of his hands had turned into razor sharp blades. Vilgax quickly spun around, deflecting Kevin's attack with his sword. Kevin then pushed against Vilgax, backflipping away and sliding across the ground.

Gwen quickly flew up, reaching out and grabbing Kevin's hand. She lifted him into the air, spun him around like a top, and threw him towards Vilgax like a rocket. Just after she did so, she charged up an energy orb (about the size of a car engine) and threw it towards Vilgax with all of her might.

Vilgax was blasted off his feet by the attack, before quickly being shot into the ground by the soaring Kevin. With the warlord beneath him, Kevin grabbed ahold of Vilgax's collar and began mercilessly punching Vilgax square in the face. The tyrant got barely a second to gather himself in-between each punch.

In-between this beating, Vilgax put his fist over Kevin's body…and firing off his laser at point-blank range. Gwen was quick to cover Kevin in a pink energy bubble, slowly lowering him to the ground. The young Anodite turned to glare murderously at Vilgax before shooting herself off towards Vilgax like a bullet.

Vilgax tightened his grip on his sword, and was about to attack…before suddenly lurching forward in pain. Looking down, he saw a pale green crystal sharp impaled through his stomach (letting him know exactly who it was who attacked him).

Gwen decked Vilgax across the face with an energy-infused fist, sending Vilgax's head to go crashing into the ground. Diamondhead was quick, getting on top of Vilgax and grabbing him by the throat. He raised his other fist as a sharp spike emerged from the wrist, and, with a yell, threw his (sharded) fist towards the face of Vilgax.

The larger creature showed impressive reflexes, however, catching Diamondhead's wrist at the last second…and shot off a (mighty) kick dead in the center of his opponent's chest. No less than two seconds after he'd sent the Petrosapien flying, his arms and legs were suddenly pressed together…very tightly. Looking down, he saw light pink lines wrapped around himself tightly.

He was then levitated off of the ground, coming face-to-face with the glaring and furious expression of Gwen Tennyson. Before he could even make a comment, he was roughly thrown to the ground. He was then lifted up, higher than before…before being slammed into the ground (again), even harder than before.

Holding out her hand, Gwen levitated Vilgax up so that he was looking into her eyes once again. Her open hand then began to close into a fist, causing Vilgax to grunt/snarl in pain as he felt the bindings surrounding his body tighten like an anaconda.

Shooting open his eyes, he fired off his laser vision at the Anodite. Gwen brought up both his hands to deflect the attack with a shield, resulting in the bindings around Vilgax to disappear. The tyrant then sped forward, throwing a punch using his gauntlet hand. As his fist connected with Gwen (still there) shield, the force caused it to crack drastically.

Just then…a flash of green light appeared and a tall shadow towered over Vilgax and Gwen. As they both turned to examine the new figure, they were met with a literal titan!

The titan of a creature stood at over one hundred feet tall, his skin being a mix of red and white. Red, "shard-like" objects came out from his arms, while he feet were red as well (with red stripes that ran up from his feet to his knees). His legs, hands, and body were white, with his shoulders and "upmost" upper body being red. His front face was white while the rest of his head was red. He had green eyes, a red/black fin sitting atop his head, and the symbol on his chest.

The titan's arms were crossed over his body…before he threw them out and let out a monstrous roar (one that would make the likes of Godzilla and King Kong proud) (2).

"Way Big," Vilgax muttered as he glared at the To'kustar that stood before him. Just then, he grunted in pain as he felt something large and hot colliding with his back (no doubt being caused by Gwen).

A split second later, Vilgax was grabbed into the large hand of Way Big…who wasted no time in trying to crush the villain in his hand. He then raised his arm (the one holding Vilgax) into the air, and threw his hand to the ground…opening his fist into a palm just before he made contact with the ground.

As Way Big lifted his hand up, Vilgax was there in a crater in the ground. He opened his red eyes, glaring merciless at the To'kustar and was about to fly out and slice that damn fin clean off …only Way Big proved to be faster.

Way Big (which a roar) punched Vilgax, pushing the madman further into the ground. Not wasting any time, Way Big threw another punch onto Vilgax's form. And then another. And then another…and another…and another…and another! All the while screaming/roaring like a feral animal, each punch forcing Vilgax further and further into the ground. The dead Bellwood was literally shaking under the sheer power of the rampaging To'kustar.

Now, normally…either Gwen and/or Kevin (most likely Gwen) would try to calm down Ben whenever they saw him going off against an enemy with such intensity.

But this time…they simply watched. Somewhat…impassively (3).

As Way Big mercilessly attacked Vilgax (without the slightest hint of hesitation or mercy)…he didn't realize that the symbol on his chest was no longer glowing green. Now? It was blinking red.

As Way Big brought both of his hands together to bring them down (hard) upon Vilgax's form…he suddenly disappeared in a flash of red light, only to be left in his human form. More than a hundred feet in the air.

And then…he started falling.

"BEN!" Gwen was quick to react, forming a protective energy bubble around her cousin's body before he could hit the ground. She lowered him to the ground, "Are you okay?" She asked, worriedly.

"I'm fine," Ben growled, despite trying to keep anger out of his voice (as to not make Gwen think that his fury was directed at her). He then stared at the watch on his wrist, fury in his green eyes as he saw the (mild) red glow from the device. "DAMMIT! Not now!"

Gwen didn't react to her cousin's anger, knowing the reason behind it, "Just stay here Ben. Kevin and I will hold him off until the Ultimatrix researches."

Just then, both cousins heard a groan. Turning around (or looking behind Gwen, in Ben's case), the two heroes saw Vilgax crawling his way out of the crater that had been made when he was attacked by Way Big. His armor was cracked and even broken off in multiple places, allowing them to see the bruises around his form. He had a (bad looking) black eye and cuts littered his face, as his right arm hung limply at his side. Vilgax then grabbed ahold of his arm and snapped it back into alignment, barely flinching at the sensation.

He lunged at the two cousins with a roar (very much like a wild animal)…but was stopped when Kevin (out of nowhere) rammed into his form. Kevin morphed his left arm into a larger version of itself, and began punching Vilgax in the face. He got about three hits in, before Vilgax caught his fist when he attempted for a fourth punch. He shot his forehead into Kevin's, stunning the Osmosian for a few moments.

Vilgax then grabbed Kevin by his head and tossed him to the side. As he was about to run after him, his arm was held back by a construct from Gwen. She lifted him into the air before him down (hard) onto the street not far away.

Taking to the sky, Gwen charged up two orbs of energy (the size of basketballs) before chucking them both at the downed Vilgax. As Vilgax crossed his arms over his face in defense, Gwen seemed to take that as a conformation to continue.

The Chimera Sui Generis warlord was bombarded with orb after orb of pure energy, the attacks being shot MUCH faster than Vilgax would have expected. With the warlord distracted by Gwen, he was unaware of Kevin quickly racing up towards him.

Being just underneath Vilgax, Kevin shot up and uppercutted Vilgax…the attack knocking Vilgax a few feet into the air. Gwen then shot out a beam to encompass Vilgax in a bubble of energy, before quickly tossing him into the air. Vilgax went flying into the air for about…five seconds, before Gwen shot out another energy construct that wrapped across Vilgax's leg.

Vilgax paused in the air for about…two seconds, before pulling roughly pulled back to the ground. Gwen and Kevin didn't even flinch as Vilgax came crashing to the ground, building up a massive cloud of dust. Kevin morphed his hands into blades as he slowly approached the smoke cloud coming from the (newly formed) crater on the ground, Gwen levitating slowly next to him.

Suddenly…a laser shot forth from the smoke cloud, coming straight towards Kevin. Gwen quickly projected a shield around her boyfriend, just as the form of Vilgax made his way through the smoke cloud. Holding his laser pistol (BTWs).

Gwen gritted her teeth before two small beans of pink energy shot from her eyes, striking Vilgax and knocking the gun out of his hand. As the two teens charged forward, Vilgax suddenly took in a deep breath…and let it out.

The sheer force of Vilgax's "breath attack" was so strong that the two teens were struggling to keep themselves upright, and stop themselves from sliding across the concrete. Kevin grabbed ahold of Gwen's waist as she was about to go flying, digging his fingers into the ground to keep themselves placed where they were.

Just then…Vilgax suddenly stopped his "attack" and charged forward like a bull. Just as he was about to slammed his fist down upon them, Ben suddenly came out of nowhere…leaping and kicking Vilgax in the face with both of his feet, before pushing himself off and backflipping onto the ground.

Vilgax shook his head a bit before glaring at Ben…said glare quickly changing into a smirk, "Really Tennyson? Do you truly think you can defeat me without the Ultimatrix?" Ben just maintained his glare, before putting his fists up. "Hmph. So be it." With a battle cry, Vilgax charged. As he raised his fist to attack (causing Ben to prepare to dodge), however…something suddenly latched onto his arm. "What the-?!" This was the thought running through Ben's mind as well.

At least…until he got a better look at Vilgax's hand. It was something sort of…black goo. With...green lines on it. Ben's eyes widened, It…can't be. Suddenly, a head shot up. A black head with green eyes and a green circle on its "face" (that acted as an eye)…and this being looked pissed as its glare bore into Vilgax. "SHIP!" Ben cried out happily, almost feeling like actual crying at seeing the little guy still alive.

Ship pulled Vilgax's fist (roughly) into the warlord's face, hitting him with his own hand…over, and over again. After about the…sixth or seventh hit, Vilgax grabbed ahold of the Galvanic Mechamorph and tossed him to the ground before stepping on him.

Or…trying to, as Ship quickly moved out of the way. He then shot himself towards Ben and, before the teenager had time to react, began wrapping himself around his entire body. Within seconds, Ship had covered himself around Ben in a literal suit of armor. This "armor" was pitch black in color, with green lines running along the body and arms. The upper body was massive, large circles on the shoulders and helmet protecting Ben's head with a green visor and a small circle on his forehead.

Ben looked at his own hands and body in amazement. So THIS is how Julie feels when he does this, the mere thought of his late girlfriend threatened to bring tears to his eyes…but he shook them out (as best he could), No time for that now. "Thanks buddy," Ben whispered to Ship through the armor.

"Ben!" Said shapeshifter turned to see Gwen and Kevin heading over to him. Kevin's eyes were wide, "Is that-?"

Ben nodded, tears still threatening to spill from his eyes. Gwen flew up a bit, gently placing her hand on Ben's shoulder with a smile on her face. That piece of the armor reacted, Ship's "head" emerging from Ben's shoulder to be (officially) petted by the young Anodite. Ben's smile turned into a frown as he looked back to Vilgax, who still looked stunned by this development. Ben then cracked his knuckles, before running forward like a bull, the others not far behind.

Vilgax shook off his "stunning", and charged as well. Ben ducked underneath Vilgax's punch and shot his fist into Vilgax's chin. Kevin leaped into the air and dropped down, slamming both of his feet into Vilgax's stomach. He quickly leapt out of the way as Gwen flew high into the air. She glared down at the warlord before placing her hands into the air, "TEMPESTUS IMPAETUS!" Suddenly, the sky darkened a split second before a bolt of lightning shot down from the heavens. The tyrant howled in pain as the (magically-enhanced) electricity struck through his body.

Vilgax had no time to recover after the lightning, as Ben ran up and grabbed Vilgax by his leg. Picking him up, Ben spun him around like a top before tossing him into the air. "Ben!" Kevin called out as he ran over to his (armored) friend. Ben (knowing what Kevin was planning) placed his hand out, allowing Kevin to leap onto said hand…before chucking his friend into the air, right after Vilgax.

Kevin grabbed ahold of Vilgax by his collar as he spun facing Kevin. Deciding to waste no time, Kevin began throwing his fist into Vilgax's face without mercy. Kevin enhanced his fist to punch Vilgax across the face, before quickly changing it into a hammer and "back fisting" Vilgax.

Soon…the two began falling.

Kevin began smacking Vilgax across the face with his "hammer hand" as the two of them plummeted. Vilgax (after a few more swings) caught Kevin's "hammer hand" and decked the Osmosian hybrid across his face. He then grabbed ahold of Kevin's entire face/head (large hands, and whatnot), and reversed their positions so that Kevin was closer to the ground.

Just then, however…something came out of nowhere and latched onto Vilgax's form. This "something" pushed Vilgax away from Kevin, and pushed him further into the air. Opening his eyes, Vilgax was met with the glaring expression of Ben. "You will never defeat me," Vilgax growled, blood coming from his lip.

"Will…you…shut up?!" Ben roared as he threw Vilgax even further into the air. His hands then morphed into two cannons, and he blasted Vilgax with a large beam of green energy (by placing his cannon arms right next to each other). Vilgax caught himself after a few moments, and threw his "gloved" hand out…shooting out a red laser to counter Ben's own.

The two beams of energy met in a violent collision of power, resulting in a shockwave to ripple through the (already wrecked) town.

After having rescued Kevin from falling to the ground, Gwen looked up to the beam clash between her cousin and her enemy. Rather slowly, she raised her hand into the air. Said hand was practically shining (and damn near sparkling!) with pink energy, before it clenched into a fist and fired off a mighty pink of energy. When the beam reached them, the attack seemed to…merge with Ben's, amplifying the (already powerful) attack to astonishing levels!

Vilgax's own attack could only hold back the combined power of Ben and Gwen for a few seconds, before their own beam (or beams?) overpowered his own. He placed his gauntlet hand in front of himself, forming a shield just before the beam struck.

The force of the attack easily pushed Vilgax back, seemingly threatening to destroy the gauntlet itself (if not his entire arm) as it pushed him back (rather violently).

I will destroy them all, Vilgax snarled in rage as he was pushed back.

[+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+]

Ben lowered to the ground, landing near Gwen and Kevin. "Do you think that got him?" Kevin asked, already suspecting the answer.

"No," Ben answered without hesitation. Ship's head emerged from Ben's shoulder, staring into the sky along with Ben.

"Yeah, thought that was a bit too much of "wishful thinking" on my end."

"We should go after him," Gwen stated, levitating into the air.

"No point," Ben, rather bluntly, stated. "He's still alive, and he'll be coming back any second now. If he actually wants to conquer the Earth, he knows that he'll have to kill us first…as he knows that we'll be his greatest threats."

Mere moments after Ben said that, Vilgax came flying back towards the heroes. The two sides glared at each other as Vilgax slowly lowered to the ground, near the wreckage of the house. Spotting his sword on the ground (after having lost it before), Vilgax picked it up. He turned to glare at the teens as his grip tightened on his sword.

Then…he was off.

Kevin was the one who charged off after the tyrant, changing his hands into blades. Kevin slashed his "hands" at Vilgax viciously, Vilgax deflecting the (surprisingly quick) attacks with his blade. Seeing an opening, he seized Kevin by the throat and slammed him into the ground. Ben stretched out one of his hands and decked Vilgax across the face, a few seconds before Gwen came flying in…blasting the tyrant away with energy blasts.

Just then, as Ben was about to fly after Vilgax, Ship's head appeared from Ben's shoulder and began talking, "Ship, ship. Ship, ship, ship, ship."

"What is it, boy?" Ben asked the Galvanic Mechamorph. Ben's arm raised a bit, before Ship "peeled back" (for lack of a better term)…revealing the now green glow of the Ultimatrix. Now Ben knew what Ship was saying. The Ultimatrix had recharged, or…at the very least, it had recharged enough to where it can be used.

Just then, staring at the faceplate of the Ultimatrix…an idea formed within Ben's mind as his eyes widened.

Idea in mind, Ben turned to the fight between his team and his enemy…and quickly raced towards them all. As Vilgax raised his sword overhead to slash down upon Gwen (possibly attempting to decapitate her), Ben quickly grabbed Vilgax's arm and morphed his free arm into a cannon. He placed the cannon about…three inches away from Vilgax's chest, and (without hesitation) blasted the warlord away with an energy blast. The attack forced Vilgax through the wreckage of the house and continued a while away through other houses (or…what remained of them).

"Ship," Ben patted his chest, "Off boy." Ship did just that, causing the armor that surrounds Ben to disappear as the small alien remained on Ben's shoulder. Ben turned to his friends, a complete serious expression on his face and in his eyes.

"Ben?" Kevin was the first to ask, "What is it?"

"I can fix this. I'm certain that I can," Ben replied.

"What do you mean?" Gwen asked.

Ben held the Ultimatrix out, "I need the keys from both of you. Now." Both of their eyes widened to the size of dinner plates.

Gwen moved up and put her hands on Ben's shoulders, "Ben, do you think that's alright? What're you trying to do?"

Ben took ahold of Gwen's forearms, "Gwen, I can fix this with Alien X. I can make everything back to like it was. I can bring everybody back and finally end Vilgax once and for all. But I need the keys from you guys." Gwen and Kevin shared a look of uncertainty. Technically…Ben wasn't wrong. Alien X was a Celestialsapien, a member of a species that exists outside of the universe and are capable of manipulating space, time, and reality with ease. He possessed near limitless strength and stamina, nigh-on invulnerability, practical endless creation and destruction, the capability of actually erasing beings from existence itself, and so. Much. More.

The power of Alien X was almost limitless. So Ben wasn't wrong in the belief/statement that he could fix…everything with Alien X's power. "Are you sure Tennyson?" Kevin asked, complete seriousness in his tone.

"Completely," Ben replied equally as seriousness, staring into Kevin's eyes with equal the intensity. His cousin and his best friend shared one final look before they reverted back to their normal forms. The two teens then took necklaces from around their necks, revealing small silver "chip-like" (for lack of a better term) objects in the middle of the necklaces.

A while ago, Ben had Kevin built in a security system into the Ultimatrix. This was done to ensure that, on the off chance that someone succeeded in taking the Ultimatrix, their enemy wouldn't be allowed access to Alien X. Or even worse, for Ben to accidently transform into him during battle. So…this security system would lockdown Alien X, unless unlocked by the two keys that Ben had entrusted to his cousin and his best friend.

Gwen and Kevin took ahold of the keys themselves as Ben held his "Ultimatrix hand" out. Gwen and Kevin placed the keys onto the matrix's core…and twisted them.

Suddenly…the Ultimatrix glowed bright green as an image of DNA emerged from the watch. "DNA Lockdown Overridden," the Ultimatrix "spoke". At that moment, unknown to the heroes, Vilgax had picked himself from his landing spot and was heading back to them. Vilgax was surprised when he saw the Ultimatrix glowing like it was. After a few seconds, the DNA disappeared…and took on the form of a humanoid creature. Vilgax's eyes in shock… because he knew that transformation. His glare reappeared and his grip on his sword tightened considerably. He charged forward just as the Ultimatrix said, "Transformation 10….Unlocked."

Just as Ben raised his hand to slam down on the faceplate…Vilgax leapt through the air, his blade pointed downwards.

Time itself seemed to draw to a standstill as the Chimera Gul Seneris warlord leapt through the air. All three teens seemed too focused on the Ultimatrix to focus…until it was too late. Ship was the first too notice something "out of the ordinary" as he turned to face the flying warlord. He tried to leap at Vilgax, just as he came ever closer to his enemies.

Vilgax drove his sword to the Ultimatrix as Ben's hand neared the faceplate. Gwen and Kevin noticed, and tried to stop him…but he was already too close for them to react to properly. Just as Ben's hand pressed down onto the faceplate, Vilgax's sword followed through as it stabbed the faceplate through Ben's hand…all others present being too slow or too distracted to act in time.

And that when all hell broke loose.

Vilgax's attack and Ben's pressing down caused a bright and fierce light to violently erupt from the Ultimatrix, even as the two warriors were sent flying to the ground…the result shockwave knocking down Gwen, Kevin, and Ship as well. A green energy beam/ray shot forth from the Ultimatrix and struck Vilgax with the intensity of a star. The warlord howled in pain as the energy of the matrix shot through his entire being, the energy causing Vilgax to levitate into the air. The screaming of Vilgax continued for a few moments as the light that surrounded him glowed brighter, until, eventually, the warlord completely disappeared within the light (from everyone's sight)...merely a few moments before that "particular light" faded away.

As soon as this happened, the light from the Ultimatrix glowed even brighter. Ben grabbed ahold of his left arm (ignoring the pain from his hand's new wound), trying to (seemingly) force him arm down in some attempt to keep the crackling energy under control. Ben was gritting his teeth as he tightened his grip on his arm, the energy seemingly growing more and more intense with each passing moment.

Just then…a beam shot out of the Ultimatrix, and struck the…air, only a few feet away from Ben himself. The beam itself just striking the space in front of Ben…before it formed a small green circle in the air. This circle quickly grew in size, growing from the size of a penny to the size (height) of a truck.

The portal was only open for a few seconds…before Ben began sliding towards it.

"BEN!" Gwen threw out her hand, summoning a pink energy construct to grab ahold of Ben's leg. Kevin then quickly ran up and took ahold of Gwen's hand as she started sliding to, before putting his hand to the ground. The stone on the ground coated Kevin's body as armor (like before, with the metal on his car), just seconds before Kevin shifted his (free) hand into a blade and driving it into the earth. Ship even jumped in to aid them, wrapping himself around Kevin's arm before stretching out and wrapping himself around a street pole.

The four beings were there, struggling as the portal attempted to suck them all in. Ben in particular was floating, staring on in shock and horror at the dark green portal that was barely a few inches away from him.

As time went on, however, Ship in particular was struggling to keep him latched around the street pole (which, in of itself, was beginning to crack). In spite of the Galvanic Mechamorph's attempts, the pole simply couldn't hold up.

CRACK!

All three of the young heroes yelled as they went flying through the dark green portal along with Ship…afterwards, the portal was only "stable" for a few more seconds before it slowly collapsed.

Then…it was all quiet.

[+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+]

Where Ben, Gwen, Kevin, and Ship were traveling through was…difficult to properly describe. The dark green they saw from the portal quickly faded away, and lead to…a pathway of indescribable shapes and colors. They couldn't describe what was before them even if they wanted to.

All they could do was yell as they were flung through this "pathway" like opening. After Lord only knows how long, they were eventually able to make out something that they could make out. There was something that they could only describe as a bright white light at the end of this "tunnel".

Suddenly, though…they were all (for lack of a better term) "thrown down" further then what they had to deal with before. This time, they were traveling through this "tunnel" at an even faster speed than before. They could all barely even keep their thoughts straight as it felt like they were moving at speeds that put even light to shame.

Then…everything went dark.

[+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+][+]

Ben slowly opened his eyes, only to immediately close them from the bright light that assaulted his eyes. After a few seconds, Ben was finally able to open his eyes…despite the sunlight. "Uh," he groaned, "My aching head."

"Ben?" Said hero's eyes widened, spinning around to see Gwen, Kevin, and Ship lying only a few feet away from him.

"Guys!" Ben quickly stood up and ran over to them. Gwen got up and met him halfway, throwing her arms around her cousin in a firm hug. Kevin (while not normally a "hugging person") was quick to join his team, wrapping both of them up in a hug with his two large arms. Feeling something nudging against his leg, Ben looked down to see Ship rubbing his head against his leg. Ben bent down and scooped the Galvanic Mechamorph into his arm…putting him in-between himself and Gwen, as Ship rested his head on Ben's chest. It took Ben a while to realize…that there were tears falling down his face. Not just his face…but down the faces of Gwen and Kevin as well.

So they all just stood. Holding onto one another…and crying silently, all weeping from their loses.

None of them knew exactly how long they just stood there…crying and holding onto one another. After…an undisclosed amount of time, the team finally pulled away from one another. Ship was left in Gwen's arms, who petted his head gently as he nuzzled closely into her.

"Where are we?" Kevin asked after a few moments of silence, looking around where they were. Now that they paid attention, the three teens (and the small alien) got a good look at where they were. It was…an alleyway. Ben stepped away from the others, to glance at the world before them. And he found….nothing.

Well…nothing out of the ordinary. He saw human beings walking around, simply living their lives. Literally…he couldn't see any difference from before. If he didn't know any better, he wouldn't even think that he wasn't on Earth.

But he was too smart and experienced for that. Something was out of the ordinary. He just didn't know what. "It doesn't look any different from Earth," he told the others.

"But that doesn't mean that it is Earth," Kevin replied as he stepped out to look.

"Could that portal have just transported us somewhere else on Earth?" Gwen stepped up with the boys, Ship hiding behind her (out of sight from outside views).

"It came from the Ultimatrix, who knows where it sent us?" Ben replied, staring at the watch on his wrist. "Maybe it's another timeline. Remember how Professor Paradox told us? When the older me showed up?"

"You mean a parallel universe?" His cousin asked, to which Ben just shrugged.

Kevin smacked his forehead, "Well that's just great. Now what're we supposed to do?" As soon as Kevin said that, Team 10 (and Ship) flinched as they suddenly heard and felt something pass by quickly. They quickly moved up, looking to the direction they heard the sound going. They saw a large, ship of sorts flying in the air. In a hurry, by the looks of it.

"Well…I guess that could be a good start," Ben commented.

"Ben...your hand," Gwen commented, finally seeing the wound her cousin had received from...him.

"I'll be fine," Ben waved off. He bent down and tore off a part of his pants (two inches before and above the knee, as well as on the knee itself) before tying it around his injured hand, "That'll do for now. Right now? We've got a ship to catch." Ben activated the Ultimatrix and disappeared in a flash of green light. Standing in his place was a red-skinned creature with a red tail and yellow wings connecting the bottom of his arms to his side. He had three fingers on each hand, two forward toes and one backward toe (as in, toe on the back of his foot) on his feet, and gills on his sides! He had two yellow horns, green eyes, and the Ultimatrix symbol on his chest…with two lightning-shaped black lines connected ring from the symbol over his shoulders and to his back. "JETRAY!" Jetray flew into the air before shooting after the ship.

"Always on the move," Gwen shook her head with a mutter.

"Ship, ship," Gwen and Kevin looked down to see Ship leap to the ground and jump a bit. He moved away from them, as he suddenly shifted into a…cube? This cube spun for a bit, gradually increasing in speed with each passing second…before he had suddenly morphed into a car.

"I love this guy," Kevin commented with a smile as he climbed into the driver's seat, Gwen soon following (after taking a moment to shake her head at her boyfriend) by climbing into the passenger's seat.

Within a few seconds, the car containing the two (three, if you wanna be "technical") sped off…following the Aerophibian, and the mystery ship.

(Author's Note: Annnnnnnnnd scene! I really hope this little "premiere chapter" was good.

(1): I assume that all Tennysons have green eyes:/

(2): In an episode of Omniverse, an alternate version of Ben transformed into Way Big and roared like a kaiju. So, I logically assumed that all To'kustars could do this:/

(3): Sounds pretty cool, but makes perfect sense when you know the history.

Aa you can see, I went with the "cliché" plotline of Ben Tennyson losing everything before being sent to another world. Though, personally…I never regarded this as a "cliché" plot point. Throughout the various Ben 10 stories and crossovers I've read, I've seen this plot point used…what? Three times? MAYBE four? If that even! But…I digress.

But yeah…the difference between those and this is that Gwen and Kevin came along with him for the ride. I've only really seen one other story featuring this plotline, but with Gwen and Kevin surviving with him (as they're usually two of the most important casualties). Originally, I had planned for only Ben to survive the attack. Then, after some thinking (and seeing said story that featured Gwen and Kevin surviving along with Ben), I decided to keep Gwen and Kevin alive as well. And Ship too (because he's just so cute)!

The scene that messed me up? Vilgax chucking Max Tennyson's head at the kids' feet! Plus…I watched a few episodes of the original series beforehand, and I now feel like a jerk:( For those who either don't know or haven't figured it out, that scene was actually inspired by a deleted concept for Avengers: Endgame. In said concept, the 2014 version of Thanos, before traveling to 2023 with his army, would actually kill all of the Avengers in his timeline….and even destroy their Earth. And instead of sitting there and waiting for the Trinity (Captain America, Thor, and Iron Man…in case you, somehow, didn't know) to arrive, he would arrived through a portal…with the ruins of the 2014 Earth in his timeline being seen behind him. And then, he would toss the severed head of the 2014 Captain America at the current (or "main") Steve Rogers' feet. As a mind game, showing why he's so certain that he'll destroy the Avengers…because he's already killed them before. Ultimately, however, the concept was cut for being "too dark". Would this really have been too dark for a PG-13 film? I have only so much understanding of movie rating specifics:/

Now…there is one thing I'd definitely appreciate other opinions on. Back when only Ben was meant to survive, one of my earlier ideas was to give him a harem. As a means of testing my able to write stories where the protagonist would have a harem (cause I have a few ideas like that). Now that Gwen and Kevin are surviving alongside Ben, I'm a little…uncertain about keeping that idea in the story. Plus, I've recently become even more uncertain that giving Ben a harem would be a completely…"appropriate" concept to use in this story in particular (given Ben's…recent love life, if you know what I mean). What do you guys think? Ben WILL find love in this story, but yay or nay on giving him a harem? Should I do it or not? And if latter, what are your reasons? I'll probably leave this open and except answers and opinions until a reach a certain point in the story.

Anyway…review, favorite, follow, and I'll see you guys next time:)