It all starts with a young Max Tennyson and an anodite name Verdona, they had two boys. Each had a child on the same day and only a few minutes apart. The oldest of the two grandchildren was Gwen and then there was Ben.

Gwen was treated as a star she was book smart, popular, and talented she excelled in sports like karate. Ben on the other hand was not book smart, he was also awkward, and show no real great talent. He always fell in Gwen shadow and when both of the started to show promise of being an anodite. Verdona was thrilled she started to train Gwen immediately but Ben fell to the side lines. Her excuse was that a male anodite would never reach the skill level of a female.

The only person who did not compare him to his cousin was his grandpa Max. That was until the omnitrix ended up in Gwen's lap.

It all started with the last day of school before summer vacation. Ben was in class not paying attention it was the last day of school so what was the point. His teacher went on about summer school which she directed at Ben specifically. Finally the bell run ending school and starting summer. How ever before Ben could leave his teacher pulled him aside for a paper airplane which he didn't even throw. She always had it out for ben since the beginning of the year, thankfully this was his last lecture from her.

When he finally got out the school bullies Chas and JT where waiting for him. He try to get past them with out a fuss but they were not going to have that. The two bully stalled his backpack and start to play keep away from Ben then the bulling escalated, to physically pushing Ben around. Then he landed in a mud puddle as Cash and JT laughed on, Ben started to get angry.

His eyes begun to glow pink. "Bam" Cash and JT were both nocked down to the ground confused. Ben ran and got his bag and then headed to the RustBucket, his Grandpa's camper. Praying along the way he would not get into trouble for losing control of his powers again.

When he got inside the RustBucket Gwen was waiting their to give him a lecture about not using his powers "Ben, you can't use your powers out in the open or on humans for that matter." she said with a smug look on her face.

"Good to see you too Gwen" Ben said sarcastically.

"Now Gwen, Ben would have better control like you if he had the same training." Max told his granddaughter.

"Even if he can't control what little power he has, he should at least be able to control his temper." Gwen retorted.

That comment made Ben blood boil for a second before the truth that she was right reared it's ugly head. The fact he would never be as good as Gwen or as powerful just like everyone expected from him, just plain hurt. He took the seat as far away as possible from Gwen, at the front next to his grandpa. Her words world around his head as the sky started to rain.