[I DO NOT OWN Ben 10 OR Marvel's Avengers JUST THE STORY I HAVE WRITTEN.]

A/N: Hello all you lovely readers, TheFlamingAnchor has been lowered and here to give you a story.

Now I am new to writing fanfictions, since this is my first story, but I do hope you enjoy what I have for you.

Now I would like to point out some things both Ben 10 and Marvel's Avengers before we get started.

Ben 10 notes:

This takes place after Ultimate Alien but before Omniverse.

Ben has the new Omnitrix as well as the evolutionary function because it just seems like a waste (also it might not be used as often but I figured I'd add it anyway).

The Omnitrix can't be hacked.

The Omnitrix does not have Master Control.

The Omnitrix cannot scan new sentient life from other universes.

Depending on how I feel, Ben's transformations will have their original design.

Marvel's Avengers notes:

Story is basically the same as the game but with a new POV, some missions taken out as it might not be important to my plan, and a new story afterwards.

Takes place around the time Kamala goes looking for the resistance.

Some of the important parts of the story will be the same whilst others will be different. (For example; Kamala's speech to the Avengers will still be there but Tony's comment about a suit having attitude will be done by Ben.)

The Avengers will treat Ben as the same they do for Kamala.

'Thoughts' and [comms].

Alien name shouting.

With that all said, let's get right into the story.

…

Omni – Avengers

Book 1: Heroes

Chapter 1: Origin

…

Far above Earth's orbit

The Chimerian Hammer

Positioned high above Earth's orbit, far out from basic human detection, was a large and strange brownish alien warship with a rifle-like appearance. The front half of the warship was shaped like a large tuning fork, red-orange glass-like orbs on the ends of tuning fork-like structure, and a continuous red electrical energy flowing in between them. At the rear of the ship was a claw-like structure with a glowing energy sphere in the centre which seems to act as the ships main thruster, atop that is the helm of the ship, with multiple red-orange orbs and rounded tubes surround it. Attached to the underside of the rear was an unusual looking cannon with the same colour scheme as the Hammer, but the overall design was clearly different.

This ship belonged to the most feared and ruthless warlord in the known universe, Vilgax. Vilgax is the ruler of his home planet Vilgaxia, the inhabitants are a squid-like humanoid race, the Chimeria Sui Generis. This enormous warship was the pride of the Chimerian fleet.

…

Inside the Hammer in a control room near the cannon

In the large circular control room stood four menacingly looking figures, three standing side-by-side to each other whilst the larger figure stood in front of a control panel with a screen above it. At the centre of the room was a large energy core with a white-red crimson shine to it, connected to the unusual cannon described before. This was a Galvan Mk. V blackhole warp drive, it allowed the user to rip open a path through space to any destination wanted and travel to it almost instantaneously.

Two of the mysterious figures looked similar in shape and appearance, these were the Sotoraggian bounty hunter brothers, SixSix and SevenSeven.

SixSix was humanoid in shape and was wearing purple armour with a grey chest plate and some black shoulder pads, helmet, and a belt with little purple pouches. The black mask had four diagonal ominous, glowing purple lines acting as eyes and a mouth.

SevenSeven is the older brother of SixSix. SevenSeven wore a black armour with a dark magenta chest plate, shoulder pads, gauntlets, boots and belt. On the sides facing outwards on both gauntlets and shoulder pads, were these little grey pads that held some secret firepower in them. He had a mask similar to his brother but coloured magenta with red diagonal lines acting as the eyes and mouth.

The other figure beside both brothers was another bounty hunter named Kraab, a cybernetically-enhanced Piscciss Premann. Kraab at first glance, was basically a half-humanoid/half-fiddler crab android-like being. His amour was of a golden brown-colour, with four scythe-like legs and a large, mechanical pincer with a blaster barrel at the stump for his left hand. He had orange lines that ran down his body, a sideways closed mouth and bright yellow eyes.

And last but definitely not least was Vilgax, conqueror of ten worlds and intergalactic warlord, whom was overlooking the final adjustments to his latest and quite possibly, greatest weapon against all who oppose him.

Vilgax stood at an imposing fifteen feet tall, accompanied with a large, silver sword which was sheathed on his back, ready to be used in a moment's notice. His body wore multiple pieces of different looking amour, most likely from the many worlds he has conquered. His chest was adorned with a red armour plate with a black skin-tight material underneath. On his legs were blue suit-like amour with his thighs and shins padded with silver pads. Vilgax's left arm was outfitted with a yellow shoulder pad with a red 'V' overtop a black circle and boasted with a golden gauntlet. His right arm however was devoid of any armour which revealed green, muscular woven rope-like skin with a black fingerless glove and a red gem embedded into the back of it.

Vilgax's head was the most imposing thing out of everything. He had a bald, squid-like head with green tentacles hanging from his chin, black murderous lips, and red devilish eyes that when looked at you, you knew you could feel death.

"Finally, after all this time my plan to rid both this planet, and it's saviour from the universe will be complete." Vilgax spoke in a dark and deep voice, with a tone that he had not used in a long time, satisfaction. "To think that the makers of the universes greatest defence, would also be the makers of their own destruction… ironic."

"I can't wait to rid of this mudball. After all the pain and annoyance this place has given me, I'm glad I can remove it from my star charts." Came the mechanical voice of Kraab.

"Hguoht I lliw ssim eht smaercs esoht stcesni ekam." Spoke SixSix in an incomprehensible language with slight disappointment. And strangely with a raspy voice to boot.

"Sey tub ew nac raeh eht smaercs fo srehto taht ew tnuh erehwesle rehtorb." Answered in the same language as his brother, SevenSeven.

"You know, sometimes you two annoy me more than these earthlings do with how loving you are to each other." The robotic crustacean interrupted with a mocking tone.

"tel em wohs uoy woh gnivol I nac eb!" The purple hunter retorted as he pulled two blasters out, aimed at his head.

"ENOUGH!"

All bounty hunters turned and started to slightly tremble at the sight before them. Vilgax, his eyes glowing with a dangerously red light and his hand gripped tightly to the swords hilt, still sheathed on his back.

Slowly both hunters returned to a more relaxed posture with SixSix holstering his blasters and Vilgax letting go of the sword whilst, his eyes returned to their natural demonic red glow.

"There is still that child to worry about." Vilgax reminded them with enough venom to kill hundreds. "He is most likely making his way here as we spe-"

Thud

The three bounty hunters simultaneously turned around to face the door behind them, whilst Vilgax merely tilted his head towards the noise.

Thud Thud

"Uoy dah ot xnij ti." SixSix mumbled quietly to himself.

Thud

There was a moment of suspenseful silence. Until…

Knock knock knock "Vilgax?" Knock knock knock "Vilgax?" Knock knock knock "Vilgax?" Came the sound of a deep and gruff voice.

While the three bounty hunters were confused by this, Vilgax was just irritated by his's antics. Then suddenly the door crashed to the floor as a very large, mysterious figure made its way through with three other companions.

The two on the giants left are Gwen Tennyson and Max Tennyson. Whilst on the right is Kevin Levin.

Gwen Tennyson was a teenage girl with Caucasian skin, long auburn hair that was tied up into a pony-tail, and bright green eyes. She wore a red vest and underneath was a white collared shirt. She also wore some black dress shoes, stockings, and skirt to boot. As she stood there, glowing pink orbs rested in her hands, ready to fight. Gwen had learned during a summer vacation, the mystic arts and became quite a quick learner in fact. Although this was mainly due to her alien heritage, as she was one-quarter Anodite, a race of beings capable of manipulating life-energy, or mana as it is mainly referred to.

Max Tennyson was an old Caucasian man, late sixties, with short grey hair and a rotund figure which was non-existent with the armour that he wore. His entire torso section was white with three red spots on the upper section, and a silver line that wrapped around to the back on the lower half. He also had white gun holsters, shoulder pads, boots and a belt with little pouches at the front with a red spot acting as the buckle. This was his Plumber suit.

The Plumbers were an intergalactic law enforcement that help protect and serve all planets and their inhabitants in the universe. Max Tennyson was a Magister of the Plumbers, one of the highest ranks in the all of the Plumbers. He has saved and fought many different aliens and planets alike and has been known as the greatest Plumber in all history. He eventually retired to enjoy the good life but joined back in as soon as the universe needed it.

Kevin Levin was a teenage boy with a very strong, muscular body with long, black shoulder-length hair. He was a Caucasian, although it was hard to tell at that point considering that, his entire body was encased in a grey, concrete-like substance. Kevin had this enate ability to absorb energy and materials to either gain new abilities or a quick and easy armour respectively. For most of his childhood, Kevin was a psychopath that gave a certain individual a hard time, due to the fact that he absorbed too much power. But after some time away and a very quick change of heart, decided to help fight the good fight. With some small business on the side.

And at the centre of the group was a twelve-foot-tall bipedal dinosaur with a hard, brown reptilian skin exterior and a tan underbelly and underarms. It's feet were short and stubby like an elephant's and had a long brown tail. At the centre of its chest was a strange, grey badge-like device with a green hourglass in the middle.

"Hey there Vilgey, you're about to be, Humungasaur!" Bellowed this fierce combatant, ready to kick some butt.

"Was the knocking really necessary with your entrance?" Gwen quietly asked before anything else.

"I was just giving it a try, never done it till now." Humungasaur retorted nonchalantly.

"Yeah and I'm sure Vilgax is quaking in his boots from that." Kevin added on with a slight glare.

"Now's not the time kids! We've got some business to take care of right now." Max silenced them to attract their attention to the mission at hand.

Vilgax decided to make his way to the front of his group to address the trespasser's. "Well look who finally made it to the end of their pitiful world and existence. I'm going to enjoy tearing you. Limb. From. Limb." Vilgax declared as he slowly closed his right, fist making the gem embedded into his glove shine with power.

"We'll see about that, squid breath!" Kevin shouted as a threat to Vilgax with a hint of sass.

As each combatant charged at one another, Humungasaur reared back his right fist as Vilgax reared back his left. And the moment the fist's collided, the scene changed to something new.

…

On Earth

Bellwood

Located in a small, and suburban area of Bellwood was this one-story house. It had everything needed to live a happy and simple life, a spacious front lawn with a driveway connected to a garage, a back yard with a tree, three bedrooms and a bathroom, kitchen and dining room, and a basement. Truly this is a home that you could spend the rest of your life in and feel safe and warm. And someone seems to think that as well.

In the back yard of this house a teenage girl was playing with her pet waiting for someone to come back home. This girl was Julie Yamamoto. Julie was an Asian girl who had black, chin-level hair and wore a pink, zip-up hoodie with a black top underneath, and a white skirt and shoes. Julie was a professional tennis player who was adored and respected by everyone in Bellwood by her talent. Until a few months ago, Julie was only focusing on her career and studies until one faithful night where she came across something that would demand more of her time with. This was her pet Ship.

Ship was like a dog. Except at the same time not a dog. Ship was this small creature with two stubby legs at his front, with a slug-like rear. His entire body was black with the exception of bright green circuitry lines running down his body. He also had a green circle on his head acting as an eye that connected to the circuitry.

Ship had just transformed back from a large, green and black forklift upon Julie's request.

"Ship!" He said in the only way he can very happily.

"Good boy Ship! How 'bout you try a… oh, a barbeque!" Julie asked with a bit of both excitement, and curiosity.

"Ship, ship." Ship responded and immediately began to change into a barbeque. However it did not last long as the barbeque began to shiver, and immediately changed back into Ship.

"Ship… what's wrong buddy?" Julie asked as she began to become concerned with her pet.

"Ship, ship ship ship! Ship ship shi- "

"Whoa, slow down there Ship! Start from the beginning ok?" Julie quickly tried to calm down Ship to make sense of it all.

"Ship! Ship ship!" Ship screamed with worry and emergency of what was wrong.

"Wait he's in trouble! ...We have to go and help him! Alright Ship, battleship mode!" The caring teenager spoke in a tone of determination to help her friend.

Ship shook his head and before Julie could comment, Ship leaped towards Julie and surrounded her with him, expanding and morphing into something. When Ship was finished, he had changed into a large, green and black exo-suit with circuitry running along it. A green transparent visor on the head aloud Julie to analyse what had happened.

"Of course, this way we can get to him and have the element of surprise! Good thinking Ship." As Julie connected the dots, Ship morphed two rocket boosters on the suits back and shot into the sky to their friend's location.

"Don't worry, we're coming." Julie mumbled quietly to herself as she was worried for her friend. But she should be more worried about what waited for her and Ship.

…

Back inside the control room

Humungasaur collapsed to the ground slightly bruised in various places, and a very annoyed look on his face as he gazed up at his opponent. Vilgax.

"Come on Vilgax, how many times have you tried to destroy the world AND me but failed every time? Three? Ten? I've kinda lost count at this point." The Vaxasaurian questioned with slight hint of boredom.

"Make all the jokes you want child this time is different! Finally I will be rid of you AND this world, then nothing will stop me from ruling the entire universe." Vilgax retorted with an evil and malicious grin as he made his way to Humungasaur.

"Not if I've got something to say about it!" Humungasaur announced as he swung a right hook into Vilgax's jaw, sending him sliding across the floor a few feet. "Now! Where were we?" Popping his knuckles as he said that.

As Humungasaur moves to charge at Vilgax, we see Gwen and Kevin fighting off against the bounty hunter brothers. And they appeared to be having slight trouble in doing so.

SevenSeven performs a summersault overtop Gwen's mana wall, landing quickly behind her and pulling out an energy sword to slice at the girl. But before he can, Gwen summons a small pink disc to counter the attack, effectively stunning the hunter. "The last time I remember Vilgax hiring bounty hunters was back when I was ten. Why do you think he did now?" Gwen asked her boyfriend, Kevin, whilst he tangled with SixSix.

"Don't know, maybe he wanted someone to blame if things went south." He replied as he dodged several laser blasts from said hunter.

"Ew yam evah deliaf erofeb ni gniveirter eht xirtinmO tub siht emit lliw eb tnereffid. Uoy lla t'nod dnats a ecnahc tsniaga eht gnimoc noitcurtsed." The bounty hunter said in a treating tone.

"…I have no idea what you just said but I'm gonna take that as an insult tin can." Kevin remarked and then leaped at SixSix, pinning him to the ground. After he did a small blaster connected to a long cord came out of the hunters shoulder and aimed itself at Kevin's chest.

"Uh oh."

The blast sent Kevin flying into the wall behind him leaving a large dent in the structure. Slowly rising to his feet, Kevin morphed his fists into large mallets and charged at the hunter with rage. On the other side of the core, Max was fighting against Kraab with a single blaster and holding his own for the time being. Just as Max thought he had immobilized Kraab, said hunter smacks Max away disarming him in the process. "You should have stay at the retirement home old man." Kraab mocked as he stood above the Plumber with his large claw raised.

"Sorry, no can do! Besides…" Max retorted then aimed his fist at Kraab as a small barrel emerged from his suits gauntlet, blasting Kraab and sending him flying then crashing to the ground with a loud thud. "…I needed my morning walk before nap time." He said in a slight old man voice to mock the robo-crab.

Max then proceeded to handcuff the bounty hunter whilst he was out cold and pull out his Plumbers badge which had that same hourglass symbol, to call for backup. [We're… making our way to you now Magister. Most of us… are dealing with Vilgax's forces both outside and in, it… may take us a while before we reach you.] A Plumber agent responded a bit out of breath.

"Take your time, although we can hold Vilgax and the others for a little while longer, we could still use the assist. Max Tennyson, out." Max responded and tucked his badge away. He then turned to see how the others were doing but immediately, jumped out of the way of a rouge eye blast from Vilgax.

Humungasaur was not doing so well against Vilgax. The former had thrown two punches at latter, missing both times as he ducked underneath and sent two powerful jabs at Humungasaur's gut winding him in the process. Once the bruised Vaxasaurian had collapsed to the ground, Vilgax reared back his leg and kicked him into a wall where a load grunt could be heard.

"Face it hero, there is nothing you can do to stop me." Vilgax declared as he slowly made his way to finish the job.

"Ugh… at least things can't get any worse." He mumbled as quietly as possible so that the universe might not hear him.

It did.

…

A hallway in the Chimerian Hammer

Multiple small, black humanoid drones with black and red turtle-like backpacks, are walking through the hallway to carry out their masters orders of keeping the Plumbers at bay whilst he destroys the planet. As the drones were walking to their respective stations, the side of the hallway suddenly exploded with green energy, suck the drones in the area into space. Then immediately after, Julie with Ship, acting as an exo-suit, flew into the hallway before the hole is cut off by an energy field securing some oxygen.

"Phew, that was close. Now all I have to do is find out where he is and make sure he's safe." Julie says with concern still in her voice but not as much as before as she was determined to help.

"Ship, ship?" Ship asked even though he knew what she'd say.

"Ship, you and I both saw how it was out there, the Plumbers need help, and you're the one to do that. But I have to make sure he's okay and see if I can help in any way I can." Julie said with solemn expression and a caring tone to boot. She knew that doing this could in fact put her life and other's lives on the line, but she needed to do something to help protect her home and the ones that live there.

Before Ship could comment, footsteps could be heard approaching their location at a rapid pace. Next thing they knew there were several drones with blasters aimed at the intruders and ready to fire.

"Keep them busy Ship! Then go help the other Plumbers!" Julie Shouted as she started running away from the drones looking for her friend.

"Ship!" Ship said with determination then proceeded to change into a mounted gatling gun that took aim at his new opponents and started firing non-stop. As Ship was doing that, Julie was making her way through corridor after corridor, making no headway as to where her friend could be.

"This is taking forever. Where could he be?" Julie questioned as she began to worry some more about her friend until…

THUD

As the ship violently shook from whatever made that initial thud, Julie fell to her hands and knees on the ground from the shockwave. Once she got her footing right, she immediately had a realisation of what that was. "That way." Then she took off in the direction of the sound to where she would find who she was looking for.

…

Back inside the control room

Gwen and Kevin had taken care of the bounty hunter brothers and restrained them with some mana tendrils. Afterwards the had only one opponent left to take care of. And he was by far the most challenging of the four.

Vilgax takes a mighty, green right hook to the face sliding a couple feet away before having a grey, mallet fist connect with his chest making him crash into the wall. After regaining his footing, Vilgax retaliates by firing his eye blasts at the mallet fisted annoyance for sending him into the wall.

"KEVIN!" Gwen shouts as she rushes over to check on her boyfriend's condition.

Then Vilgax pulls out his large silver sword that catches fire and throws it at the owner of the green fist only for it to immediately be swatted away.

"Just give up Vilgax, it'll make this a lot easier on both you AND me; you because I won't have to beat too much sense into you and me because then I can go back to sleep after all this." The Vaxasaurian groaned as this was getting slightly tiering. Although this Vaxasaurian looked very different to how he did before. This dino-man was twenty feet tall and had the appearance of a bipedal Ankylosaurus with green skin and a mace-like tail to boot. He wore a navy blue, gladiatorial-like helmet on his head, shell on his back that had spikes on the edges, and underbelly tiny spikes on the sides with that same hourglass badge at the centre, but this time it had four diagonal prongs sticking out of it. on the knuckles of his very large hands were silver barrels and tiny claws poking out at the ends of his fingers. This was Ultimate Humungasaur, a hyper-evolved Vaxasaurian.

"…Never. I will be victorious and you all will perishes and my feet. Just. You. WAIT!" Even though Vilgax was outnumbered, he still had a few tricks up his non-existent sleeves for his enemies. He then pressed a button on his belt which flashed for a few seconds before several panels on the celling of the control room opened up and from them dropped hundreds of Vilgax's drones. All of them focused their attacks on the Plumber and the two teenagers whilst Vilgax had U. Humungasaur all to himself.

"Let's finish this once and for all, boy!" Vilgax spat towards his opponent with enough venom to kill him.

"Wouldn't have it any other way, Squid-face." U. Humgansaur returned with a cocky grin to boot.

They both charged at each other; one ready to tear the other apart limb-by-limb, the other hoping the former wasn't ready to tear him apart limb-by-limb. Some mighty strong punches had been thrown at one another in hopes to knock the other down a size. Vilgax landed a right hook to U. Humungasaur's jaw making him stumble a few feet, although he became ultimate and can dish out what he can take, that punch still had some force to it and stung a bit. Slightly enraged by the hit, U. Humungasaur morphs his hands into two bio-cannons that immediately fired a volley of missiles straight into Vilgax's chest. Or so he thought. When the dust cleared, Vilgax was seen with his golden gauntlet raised and producing a yellow energy field that blocked the attack. Then retaliated with a red laser beam from his gem-embedded glove, U. Humungasaur raised his left forearm to block most of the attack as he closed the distance between him and Vilgax and deliver a powerful shoulder charge that sent him into the wall. After regaining from the initial shock of the attack, Vilgax glared hard and long at U. Humungasaur and to grab him by the neck but his hand was caught by his opponent, he tried a second time by meet with the same results. Both hands interlocked with each other and struggling to gain control over the other, Vilgax and U. Humungasaur were at a standstill.

"Once I'm done with Earth, you will have my undivided attention. Everything you ever loved will be lost, your family, friends, home, all of it will be taken away from you! And it will be all. Your. Fault!" Vilgax growled every word to weaken the spirits of his enemy to a 'T'.

U. Humungasaur said nothing as he was now tired of this and wanted him to shut up. So he pulled on both Vilgax's hands and spun him around in a tight circle faster and faster until he let go and sent Vilgax straight for the power core. As Vilgax collided with the core, the control panel short-circuited and exploded while the glass surrounding the core cracked open and exposed the energy within. The entire room was shaking as a result and it looked like it could blow at any minute.

"Dude if that thing blows, it'll suck in everything in the entire system! We need to either drain it or somehow slow it down long enough to fix it… which doesn't look like an option right now!" Kevin Shouted from the other side of the core whilst dealing with ten drones at once.

"Change into Chromastone! He might be able to absorb the energy!" Gwen added on a suggestion whilst facing the same odds as Kevin.

"On it!" U. Humungasaur said and immediately slapped the badge on his chest turning him back to regular Humungasaur, then slapped it again but this time what stood in his place was most peculiar.

What stood there was a large, copper-coloured toy-like robot with long, thick arms and stubby legs. On top of its head was a clock winder with an expression-less face. The hourglass badge was positioned at the centre of a green hole in its chest that showed a gear-like mechanism inside ever turning.

"Clockwork? I was going for Chromastone but I guess this could work." The new being dubbed Clockwork spoke in a German accent. Then he began to turn his clock winder clockwise three times before his chest glowed with green light. Then all of a sudden, his chest fired an emerald beam directly at the core infusing itself with the energy within, green and red sparks flying everywhere as the copper robot continued to stand his ground.

"…Ugh …NO, WHAT ARE YOU DOING!" After Vilgax had regained consciousness, he tried to stop the Chronosapian from doing what it was doing until he was immediately knocked out by Kevin with his mallet fist.

"Dude be careful, Clockwork's time powers combined with the warp drive core could be bad news for us!" Kevin spoke with both cation and fear for what might happen if things went wrong.

"Relax, I've got everything under control. As long as I stay focused nothing will-" Clockwork began to reassure his best friend until he was cut off by a familiar voice which made his heart drop out of fear.

"Ben?"

Clockwork turned his head around to see Julie standing a few feet into the room with a concerned look on her face.

"JULIE!? WHAT ARE YOU-" Clockwork questioned until the core went off, blinding everyone and everything with a bright white light that lasted for what felt like hours until it was sucked back into the core, leaving a scorched control room and nothing else.

Minutes after it went off, a Plumber agent entered the room with Ship in tow as they had just dealt with Vilgax's remaining forces and were looking for the others to provide backup. Once they got there, they saw what waited them and had a sicking feeling in their chest about what might have happened.

"What the hell happened here?" The agent spoke with confusion and despair in his voice.

"S-s-ship?" Ship stuttered with even more despair than confusion as he had quite possibly lost the two most important people in the universe to him.

Little did anyone know that they would be not only be alive but become a part of something much bigger than themselves. If only they were able to assemble the right people for the job.

…

A/N: Wow. Now that was something. I don't think I've written anything else that long before. Well I hope you all liked my first attempt at writing a fanfiction and that you might stick around to find out what happened to these people in the coming future.

Also shout out for chapter 2 to the first person who spots the reference in this chapter.

With all that said and done, TheFlamingAnchor has been raised and will be back with the next chapter of the story titled: Assemble?

[I DO NOT OWN Ben 10 OR Marvel's Avengers JUST THE STORY I HAVE WRITTEN.]