Hey so the last chapter was pretty short, so I decided to post this new one now instead of later, plus you could also see this as a little apology :) I was thinking that I might open up for pairings some time in the future, if you guys got suggestions about any of that, be sure to let me know, maybe give an idea about how you want them to meet too. I'm thinking that I won't do slash, I'm straight, so I wouldn't really know how to respectfully write a gay relationship, don't really wanna try it and look like a jackass.

Chapter 2: Same Problems, New Names

Part One: Lost and Confused

New York's Central Park was quiet and still. It was early in the morning, far too early for the usual mass of people that gathered at the famous park in their own leisure. Tucked away between the trees, the air harshly rippled, before settling just as abruptly. A rabbit's ear twitched, sensing something off but not quite knowing what. The rippling returned with even greater force and a few pops before once again settling. The rabbit was slowly creeping away, now knowing there was something wrong. It sprinted away when the rippling turned into a rumbling and sounds similar to gunshots were cracking throughout the park.

Suddenly, it seemed as though the air itself seemed to tear apart, or rather, it seemed as if it was being pulled open, if the inhuman fingers were any indication. Said fingers were reminiscent of outlets for some sort of electric plug. As the tear was opened wider, a head started to cram through. This head was narrow and angular, with a single, large green eye in the middle of its head and sharpened teeth contorted into a snarl. With a grunt of effort, this being pulled the tear apart as far as he could. The muscles along his inky black arms trembled with his exertion, and with one final grunt, the tear in the dimension expanded enough for a child, about thirteen years in age, to jump through. The bipedal, cycloptic alien followed after, with a little blob leaping though just before the unstable tear cealed up entirely.

The alien wobbled on his two legs before hunching over in exhaustion, "―that really *huff* sucked. Where...where are we?" The synthesized voice breathed out.

The pubescent voice of the thirteen-year-old replied, "Dunno, never heard of trees in the Null Void though."

"So, uh, where do we go from here?" The alien scratched his head, between the two antennae sprouting from the back of it. He began walking forward, his two pointed toes on each foot crunching leaves under every step.

"Hey, one-eyed, four-fingered alien! Doncha think that people might freak out if they saw you, genius?" The young teen said with an eye-roll.

He chuckled, embarrassed, as he rubbed his neck. "Yeah, probably." In a burst of green light, the alien's form was replaced by a shorter, twelve-year-old boy. "We should probably try to find out where we are. So...you decide, which way we goin' Kev-?" He stopped as he heard a couple quiet whines in discomfort.

He looked to the source and found the small blob, as dark as the previous form, with green piping, reminiscent of circuitry running all along its body. It whimpered, like a puppy, as it lay down, head on the ground.

"Aw Ship, you alright buddy? What's the matter?" The young brunette asked in concern while scratching at the base of the Galvanic Mechamorph's neck.

"They're synthetic aren't they? The dimensional energy probably just fried his system a little." Kevin answered with a shrug. The dark-haired boy wasn't too worried; he's seen Ship shake off much worse than this.

"Well, I'm gonna keep him off his feet until he gets better. You think you can turn into something like uh…backpack or phone or something?" Ship lazily began to mold into the shape of a circular backpack, which Ben immediately lifted and shrugged onto his shoulders.

He looked to Kevin expectedly. "Oh you were serious? I dunno, uh, that way?" He just randomly pointed at an opening between the trees which led to a random trail. He just shrugged and marched along, hands gripping the straps of his "backpack" with Kevin walking alongside him.

The two adolescents walked for what felt like forever to their hyperactive young minds before coming across as sign reading: CENTRAL PARK ZOO.

Ben commented, "Central Park, huh? So we're in New York? Heh, bring back any memories, my juvenile delinquent friend?" Ben looked up at Kevin with an annoying smirk.

"Well I remember you being just as much of an annoying twerp." He glared down, just making Ben's smirk grow wider. Kevin huffed before walking ahead of his younger companion. Ben chuckled and jogged up to match Kevin down along the pathway.

Even later into the morning, the boys saw an opening in the path leading out to the street, passing by some of the early morning joggers, street vendors, and others casually walking into the park.

"Hold up Kev, let's check this out real quick." He pointed his thumb towards a smaller stand selling all sorts of things, from snacks, to candy, and magazines. The boys walked up to see a large overweight man, with a mustache looking right out of Super Mario Bros.―snoring with one hand on a donut and the other subconsciously scratching his belly. "Hey! Sir, can I see a newspaper or something." The brunette rapped his knuckles on the desk, waking the man up with a jolt. He shook his head and took a bite of his donut.

"That's 8 bucks kid." Leftover crumbs dropped from his mustache as he replied, with Ben giving a look of disgust.

He tried to point out the crumbs, "Hey man you got―you know what, never mind. Can I just see like the top of a newspaper, I don't want the whole thing."

The man pretended to think on it before obnoxiously denying the boy. "Nah, you gotta buy the whole thing, that'll be 9 bucks."

"What?! But you just said it was 8!" Now Ben was strongly against using the Omnitrix on innocents, but this dude was really pissing him off.

"Yeah well that's for the 'waste of my time fee'. You either got 9 bucks or you can move for the paying customers." A line had indeed begun to build behind him. He felt a hand rest on his shoulder, looking back to see it was Kevin.

"C'mon Max, this dude's not sellin'. Let's just get outta here." Ben glared back at the fat man before skulking off with his friend.

"So, why'd you call me Max?" Ben questioned as soon as they were out of earshot of the greedy vendor.

"Duh, you never give your real name when you commit a crime." Kevin replied, as if it were obvious, while pulling one of the stand's newspapers from his back pocket. Kevin was smug at his successful theft, while Ben was indignant.

"Dude!"

"What? He was a jerk and you know it. Don't pretend like you weren't about to go all Humungasoar and smack him around a little."

"Maybe, but that doesn't mean it's ok to rob the guy!"

"Relax Benji." Kevin mockingly pat him on the head. "S'not like anybody was buyin' them anyway. Besides, look." He pointed to the top of the paper, right above the headline stating, CAPTAIN AMERICA FOUND ALIVE, whatever that was supposed to mean. The date read Saturday, June 23rd, 2012. "Hmm, what year was it when we first got stuck in the Null Void? 2007?"

Ben looked up in thought. "Yeah, it looks like we're 3 years further in the future than we should be." His stomach suddenly growled. "Yeesh, I forgot how long it's been since we last ate. Ooh! Maybe we can get a smoothie! I've almost forgotten the sweet taste of Mr. Smoothie's!"

"Yeah? You payin'? Cuz I have no money, I wonder where you found some." Can the snarky retort.

Ben just deadpanned, "Is the sarcasm really necessary?"

"I've got that covered too." He pulled out a couple bags of chips from under his shirt and tossed one to Ben. "What would you do without me?" He smirked as he tore open the bag.

"Probably not commit crimes." Ben snapped back, despite also tearing open his bag.

The boys walked along 5th Avenue, not really with any plan in mind. In truth, neither of them had any clue where to start, and if he was being honest, Kevin didn't really think they would make it this far.

"You have any clue where we are?" Ben was still looking around trying to see anything he remembered from his stop there in his summer trip two years prior.

"Memory's a little fuzzy, but I'm pretty sure we're in Midtown right now, pretty close to Times Square actually." He squinted, trying to remember; he spent most of his time in the subway or in alleys, not much time for sight-seeing.

"You ever been?"

"Yeah, a couple times, I liked seein' all the light at night." He smiled softly at the memories before remembering his company and clearing his throat. "Yeah it was cool or whatever."

Ben smirked, but chose not to comment or push the issue. He and Kevin spent a lot of time hating each other; they had both said and done things that could never be taken back. But they were moving forward, slowly (painfully slowly), but slowly nonetheless.

Incarcecon,

1 year, 7 months prior

Ben learned to follow a pattern every day: wake up, try not to comment on his cellmate's butt-ugly alien face, try to force down whatever slop they served for breakfast, leave everyone alone 'till lunch, do it again 'till dinner, then go to bed without wishing nightmares upon his cellmate. Following the pattern guaranteed a less painful day; not a good day, never a good day, but less unbearable. Of course, considering his luck so far, wrenches were constantly being thrown into the machine.

One day, Kevin might just try to pick a fight for no reason. Maybe he sics that Kwarrel guy and his gang on me to harass me. Maybe one of the guards is just feeling extra sadistic that day. It didn't really matter which, it all just blended together. Today was the day that Kevin was feeling extra bold, knocking him around a bit, singing the clothes on his back. Ben lay on the ground, staying human, as he knew what would happen when he tried to transform.

"Whatever you're gonna torment me with today Kevin, just get it over with." Ben glared, but didn't do anything in retaliation.

Kevin growled, "Tennyson this is just pathetic, it's not even fun anymore. Fight me!"

"Why are you doing this Kevin? Do you really hate me so bad that you were so quick to throw your life away! We're in this stupid hellish prison because of your stupid grudge against me! I didn't even do anything to you!" Ben grew louder and louder, venting the pain he hasn't been able to let go of for months.

"YOU DID THIS TENNYSON! You turned me into a freak! A monster! I can't even look at myself in the mirror because of you! YOU RUINED MY LIFE!" Kevin roared back.

"You did that by yourself! You just couldn't stop! You took more and more power and that power turned you into this! Why do you even want with this stupid power anyway?! All it's done is land both of us in this stupid place!"

"I don't know, ok! I can't help myself! After I touched your stupid watch I couldn't help it! Everything in my body just screamed that I needed more!" Kevin shoulders slumped. "I couldn't face my mother, not like this."

Ben sighed, he wanted to hate Kevin, he really did, but he just couldn't bring himself to. "Kevin I could've―would've helped you. If you'd just talked to me, I wouldn't rest until I found a cure."

In a second, Kevin's attitude quickly changed with a snarl. "Quit pretending like you care Tennyson! You would've done nothing!"

Ben looked unblinkingly at Kevin. "I never quit when people need me, enemy or not, quitting is not how I roll." He reached a hand out, hoping Kevin would return the gesture with a shake. To his disappointment Kevin huffed and rolled to his other side on his cot. Ben let his hand drop and lay on his cot, facing up. He thought that nothing he said had just stuck with Kevin; he'd be surprised to find out that it got through to him better than Ben could've ever imagined.

Ben always had a good sense for when something bad was about to happen, as if he could sense his bad luck rearing to knock him for a loop. It was about midday, Ben was complaining about neither of them having a plan, and Kevin ignoring trying his best to ignore him. Kevin heard Ben stop talking and looked over to see that he stopped a few steps ago.

"Tennyson, you alright?"

"Something's...I can't explain...Kevin be ready." His mind clicked, and for a moment, both of the boys' heartbeats drowned out the bustle of Manhattan.

Suddenly the air felt electric as a bright beam shot out from the top of an oddly shaped building. He could see an 'A', 'R', and 'K', but couldn't see the letters that came before it. Everybody looked up in fear, tracking the beam as it raced up to the sky, capping off the quick ascension with a wide portal, expanding and a slow, constant rate. Everybody froze and held their breath, before hearing the incoming roar of the alien army invading the city. Legions of alien ships shot through the portal, blasting every building in sight.

"We gotta do something!"

"Ben! We just got out of the Null Void and now you wanna get in another fight?!"

"Kevin, there are people in danger. I know you know what we have to do. Armor up."

Kevin groaned while pinching the bridge of his nose. "Ugh, why do I let you talk me into this stuff." He reluctantly walked to a nearby metal pole and slapped his hand onto it. It seemed as though the metal began to morph all over Kevin's body, covering his clothing and skin in the same metal. Some people noticed this, but most were focused on the flood of invading aliens. Kevin turned around at the flash of green to see XLR8 run up to him, grab him, and sprint over to the densest point of the invasion.

Captain Steve Rogers stood in front of Grand Central Terminal, alongside his two very recent allies, Natasha Romanoff, the Black Widow, and Clint Barton, Hawkeye. Two of the deadliest people in the world working for a top secret agency known as S.H.I.E.L.D. All of that alone was enough to make his head spin, but to make it even worse, he was facing an invading alien fleet, terrorizing the local population and slowly destroying New York. He shook his head, this was no time to let himself be compromised by his emotions, more was at stake than ever before.

Clint let out a grunt of surprise and Cap turned to see what he was looking at: a giant alien whale, unbelievably large in size. It seemed to fill the roll of a carrier, dropping off waves of enemy aliens as it flew along, destroying everything in its path.

"Woah, I don't think I've ever fought anything that big." His head jerked in the direction of the inhumanly raspy voice, seeing a thin creature. Its long, thin legs ended in black orbs attached to its feet, and his hands were made up of 3 clawed digits. Its head was elongated and pointed backwards. It looked like a helmet, but Steve had a feeling that it's how its head is actually shaped.

"Who...what are you?" Romanoff asked in suspicion, glocks pointed and cocked, ready to shoot at any sign of trouble.

He raised his hands in surprise. "Woah lady, calm down. Hey, leather crew, I'm here to help. My name's XLR8, this here is my friend, Kevin Levin. That's L-E-V-I-N, Levin." "Ben, you tool!" "He can touch stuff and put it all over his body, makes him strong and tough, he can really help you out. I'll be out there, doin my hero thing! Good work rookies!" With a laugh, he ran off, in a blur of motion.

In a second, it seemed as if dozens of these aliens were taken out by an invisible force, to end up with this 'XLR8' skidding to a halt on the other side of the downed bodies. He gave a hearty laugh before speeding away behind other buildings. He looked back at the boy that the odd creature dropped off. He seemed to be irritated by the behavior of his friend.

"Care to explain, son?" Steve fixed him with his classic 'disapproving stare' or so Bucky called it.

The boy's eyes flashed dangerously. "Don't call me punk back there was my friend, Ben. He gets all uppity when he goes hero, needs to be put in his place sometimes."

"Hey kid, focus. Who are you? Where are your parents, how did you slip under SHIELD's radar?" The boy squinted in thought.

"Like the punk said, the name's Kevin. Me and Ben...aren't exactly in contact with our parents. We're both pretty much homeless right now.

Steve starts thinking, coming up with a battle strategy to best defend New York with the few they had. He rested a hand on the boy's shoulder and in confusion, tapped the boy on the shoulder, feeling that it was actual metal. Somehow the boy and his clothing were completely made of metal! "So, your friend said you were strong, huh?" He nodded his head. "Alright kid, come with us." He walked back towards Romanoff and Barton, putting a finger to his earpiece. "Stark, are you seeing this?"

"Seeing, still working on believing…" Came the reply on the comms. "Where's Banner? Has he shown up yet?"

Steve was confused at the mention of their lost ally. "Banner?"

"Just keep me posted." And he cut off. He then remembered something.

"Here, kid, take one of these." He tossed a spare comms unit to the metal boy. Kevin caught it and looked at it, an idea coming to mind, before slipping it in his ear.

"Hello, testing, 1 2 3."

"Uh...anyone else hear a child on the comms frequency?" Tony's voice poked in.

"He's enhanced, we need all hands on deck." Was Steve's quick reply.

"Oh, I thought I was going crazy." Kevin was already sick of the sarcasm. "How 'enhanced' are we talking here?"

"The kid is pretty much made out of metal" Barton replied for Steve, seeming to be trying to wrap his mind around the concept himself.

"Steve, are you sure this is the right call?" She put on a mask of indifference, but beneath it seemed to actually be against the idea.

"I don't know, but we don't have much of a choice." He said grimly as he saw the boy sprint towards a group of aliens with a battle cry. He took a few steps forward in alarm but Kevin had already sprung into action. He jumped, higher than what should be possible for a boy his size and slammed in the ground between them like a meteor he began laying into everything still standing, attacking with a nearly feral tenacity.

"Damn, I guess the kid is strong." Clint said in surprise, before focusing on the task at hand. "We've got civilians trapped―" He was cut off by several small Chitauri cruisers speeding by and beginning to rain fire down on the civilian population in the street.

Steve gritted his teeth and growled, "Loki." He saw the mad god on one of the cruisers firing down. "They're fish in a barrel down there." They ducked down to avoid enemy fire. With Romanoff replying with shots of her own. At the sight of several foot soldiers crashing down onto overturned cars, Romanoff looked at Steve. "We got this. It's good, go."

"You think you can hold them off?"

It was Clint who replied, with a gleeful tone. "Captain," He loaded up one of his trick arrows. "It would be my genuine pleasure. He shot an arrow right through the skull of the frontmost alien, the trick arrow firing off smaller projectiles in a radius around it.

Romanoff smirked in mocking, "And when he runs out of arrows, we still have the metal child." Steve nodded and took off towards the railing of the bridge, vaulting it, determined to save as many as possible.

While this was happening Tony was flying all about Manhattan, Jarvis' scanners working in overdrive, constantly warning him about his flank and guiding his targeting systems to take down every alien in sight.

"Sir, you instructed me to alert you to any points of interest during the battle."

"Whaddya got for me J?" Tony asked his artificial intelligence as his brows furrowed in concentration.

"Several unknown enhanced entities have been seen throughout Manhattan. They are all linked with the presence of this symbol on their chest:" A green and black hourglass symbol appeared on his HUD. "In more than one account, these entities have been described as 'alien'."

"So we got more ET's to take care of? Point me in the right direction Jarvis."

"Well sir, the accounts actually state that these 'aliens' were assisting the endangered civilians. It seems like whoever these beings are, they're on our side."

"Yeah, for now. Still wouldn't hurt to take a look, where was the last sighting."

"Reports say that one of these aliens was spotted moving Northwest on 6th Avenue, near Bryant Park. Latest report was approximately 35.7 seconds ago. He probably hasn't gone too far."

"Thanks J. Keep me updated." He rocketed in the direction Jarvis had pointed out, scanning for any sign of battle or just general chaos. He sputtered and jerked back when a yellow and black ball flew by him at an insane velocity, ricocheted off the opposite building and bowling through a small fleet of the alien bastards. After a blinding green flash, a red, stingray-looking creature replaced the yellow and black ball. It had the ability to fly, possibly as fast as him with how swiftly and effortlessly it swept through buildings as if it were actually underwater instead of hundreds of feet off the ground. It seemed it was just a day of surprises, as Tony looked at the creature blasting enemies out of the sky with beams coming from its eyes and its tail. Tony shook off this surprise and flew after the creature, intending to help it out, not that it really needed it.

He called out to it using the speakers installed in the suit. "Hey, uh...I honestly don't know what to call you, I got nothin'. Are you here to help or what?" The manta-thing studied him at first before apparently deciding that he could trust him.

"Yeah, trust me I'm basically an expert when it comes to dealing with crazy aliens that think earth is their playground." It said before a flash of the same green light replaced the manta with a large, brown dinosaur that promptly dropped out of the sky.

The shockwave from his landing even threw Tony off a bit from his permission in the sky, but was too preoccupied to comment when he had to blast a few Chitauri perched on a nearby rooftop.

Ben, now transformed into the mighty Humungousaur smashed through the ever-growing army of aliens. With a single massive hand, he grabbed a nearby car and tossed it like a football through the Chitauri cruiser that flew by overhead. The area was quiet, apparently clear of aliens for the moment. Ben instantly shifted into XLR8 and lowered his visor, ready to sprint through that city at the speed of sound.

"Hey! Velociraptor! Care to fill me in on who you are? And oh, I don't know, how the hell you can instantly turn into different monsters?"

"Oh, well that's easy," The green flash came back, and Tony was really starting to get a headache from the bright light. In its place, he expected to see another monster, but instead found a brunette 12-year-old. "I'm Ben Tennyson, and I turn into awesome alien superheroes with this!" He gestured to the large black and white wristwatch, with the faceplate being the same symbol of the one that appeared on the aliens' chests.

Tony, being the scientist that he is, was astounded by the watch. A scientific wonder, being able to transform any living being into a different species with enhanced abilities. This was something far more advanced than anything even he's ever created, much less the rest of the world. "You're telling me that all these aliens that I've seen you turn into are out there along with these freaks?" He pointed a thumb at the downed Chitauri.

The boy simply shrugged. "I dunno. Kevin thinks that we're in an alternate dimension, which would make sense 'cause we weren't really thinking too much about where we ended up when we tore that hole in the Null Void. So maybe." Tony always knew what to say, but this time...he really had nothing. He kinda liked this kid, though, he was a fun change of pace from the uptight Capsicle, stoic agents, and clueless Thor. "Anyway, that's me, what about yo-" A roar shook the ground as a Chitauri Leviathan sailed overhead, tearing through buildings as if they were made out of wet paper.

"Got anything in that watch of yours to deal with that? Damn, I'm actually asking a prepubescent for help fighting an alien invasion."

"Ignoring that last part, I'm not really sure. I've got a few big aliens, but not that big."

"I might have an idea. There are a few other people, one of them is wearing this-"

"Brightly colored onesie, yeah I met 'em. My friend Kevin is helping them out." Tony snorted at the description.

"Well that makes this a whole lot easier then, try to find where they are and meet up with them." The boy nodded affirmatively and looked in the direction near his tower. "Uh, would comms even work with your aliens? A sentence I never thought I'd say."

"It probably would, but the Omnitrix can handle all that for me. Hey Omnitrix, can you get on their comms thingy, uh, what's it called?"

"Frequency." Tony supplied, curious to see where this would go.

"Thanks, yeah Omnitrix, join their frequency." A voice then emanated from the watch.

"Connecting to the nearest frequency wavelength. Firewall detected. Breaching."

Tony then got an alert from Jarvis on his HUD. "Sir, my protection protocol has been overridden. The AI in Mr. Tennyson's device is much too powerful for my system." Tony did what he did best, compartmentalize and push off any issues for later.

"Alright kid. Meet up with Cap, I'll fill you in on the rest later." He lifted up, hovering in the sky a moment before taking off after the Leviathan. He looked back to see the kid turn into what looked like a being of living fire and rock, and fought the urge to grab a really stiff drink.

I went over that Avengers prelude comic, Fury's Big Week, and the date before the epilogue seemed to match up with June 5th, 2011. The epilogue states that it's a year later when S.H.I.E.L.D. finds Captain American in the ice and sets up Clint Barton & Dr. Erik Selvig are at the base where they are experimenting on the Tesseract. By the end, Fury is seen leaving for a plane to the arctic. I assume that the opening event of the Avengers (where Fury is getting off a helicopter) is several days after Cap wakes up and talks with Fury, allowing him to get familiar with that gym he's introduced in. Because there's almost never been any concrete dates in the MCU, I'll just have the events of Avengers take place on Friday, June 22nd-Saturday, June 23rd, 2012. See ya in the next update!