A/N: Sorry for not updating as much, my computer can be slow at times and can be difficult to upload chapters. Here it is, the winner is...

Ultimate Spider-Man! I hope you'll enjoy this chapter.

Disclaimer: Ben 10 and Ultimate Spider-Man belong to their respected owners.

Warning: This will take place in an alternate time line in the Ultimate Spider-Man Universe and will feature Ultimate Alien Ben Tennyson. Also, Ben broke up with Julie in this AU timeline of UA.

Crossover: Ben 10/Ultimate Spider-Man Crossover.

Chapter 1

A new universe pt 1

We come upon the streets of Bellwood as well as the famous Mr Smoothy's. There we come upon a young man with short brown hair, green eyes, peach colored skin, he wore a green leather jacket with white stripes and the number 10 emblem on his left breast of his jacket, dark blue jeans, and black sneakers, what really stood out was a green gauntlet on his left wrist that had a strange hourglass emblem on the dial, this was Benjamin Kirby Tennyson AKA Ben 10 by his fans and everyone that knew him. Ben was sipping a smoothy after a good fight with Dr. Animo and was board because nothing was happening (Especially with Gwen and Kevin on their third date).

"Man, I wish something would just happen already..." Ben said with another sip of his carrot flavored smoothy. But then a flash of light appeared behind Ben which didn't seem to faze the teen hero. Ben turned to see what (or who) it was.

"Professor Paradox?" Ben said as he walked up to the man with a white lab coat, goggles, and slicked back black hair.

"Hi Ben!" Paradox said with a chuckle as he took out a gumball. "Gumball?"

"No thanks." Ben politely declined his offer and decided to get to the topic at hand, "Why are you here, Professor?"

"I have a mission for you, young Ben!" Paradox said with a grin, Ben face grew a smile.

"Cool, Eon at it again? Vilgax trying to take of the universe?" Ben asked the Time Walker eagerly, Paradox shook his head.

"No, but it will involve you in helping team of teen heroes such as yourself."

"Teen heroes?" Ben asked surprised, he never thought of another team of heroes in the multiverse. "So who are they?"

"No Spoilers." Paradox said simply, Ben sweat-dropped at him.

"I hate it when you do that." Ben said as he and Paradox vanished in a flash of light.

(Unknown)

In another universe we come upon a group of teenagers, the first was a young man wearing blue and red tights and a mask with two white holes for eyes to see, it was Spider-Man AKA Peter Benjamin Parker by people who was close to him, He was swinging across the streets of New York City and landed on the edge of a building.

"Nothing like a good swing to wash the cares away." Spider-Man said while watching the people of New York, "How are things on your end, guys?"

Mean while, his team where catching up to him, the first was a young woman who wore all-white tights with tiger marks on them, this was White Tiger AKA Ava Alaya, the second was flying and wore what looked like blue tight with a golden helmet, this was Nova AKA Sam Alexander, the third was a Caucasian young man who wore a yellow bandana and green tights, he was Iron Fist AKA Daniel "Danny" Rand, and the last was an African American young man, he wore shades and yellow and black armor, he was Power Man AKA Luke Cage. They where patrolling the city for anything strange.

"Nothing here!" Nova spoke.

"Same here." White Tiger said as well.

"The same with me as well." Iron Fist said.

"Me two." Power Man also said.

"Keep looking," Spider-Man said as he started to swing to his next destination.

(Back with Ben)

Ben woke up on the bench, he looked around confused.

"Damn it Paradox..." Ben whispered annoyed to himself, he then got up from the bench to see his surroundings clearly, he was surprised by what he saw.

"I'm in New York?" Ben said shocked, this was not strange for him. "I thought Paradox was going to send me to another dimension and not another location..."

Ben just shrugged and said, "Well, I guess I can see what I can find to help me..."

But then a news paper hit Ben in the face.

"Ahh!" Ben yelled as he took the paper from his face and looked at it. He was surprised by what he saw.

"The Avengers? Spider-Man? Who the..." Ben was about to say something, but was interrupted by a loud sound. He looked to see strange people destroying everything in their wake. The first was a very attractive woman, but was very aggressive and braking anything in her path, the other was a man with weapons shooting everyone with goo trapping them, the other was a man in purple armor and was floating and using anti-gravity as a weapon, and a guy that was using a claw like device on his left hand shooting energy projectiles at everyone and everything. Everyone was running for their lives while Ben was confused by what was going one.

"These guys are new." Ben said shocked by who these guys where, "Looks like it's HERO TIME!"

Ben went into an ally and a flash of green light appeared out of the ally, what came out was not Ben, but a green goo like being with a flying UFO on his head.

"Goop!" The creature yelled its name with a squeaky voice, Goop then came in front of the four baddies ready to fight.

"What are you, creature?" The woman yelled as she charged at Goop, but he molded on to the floor and formed back to his original shape.

"Sorry, but you can't hit goo!" Goop/Ben yelled, he than turned to the other three crooks.

What is that thing?" The bald man with the weapons asked shocked.

"I don't know, but it's a menace!" The man in the purple armor said, "Destroy it!"

The bald man agreed and began to shoot at it, but it just kept dodging his attacks. Goop/Ben moved to a safe distance.

"I might need a little muscle." Goop/Ben said as he slammed the hourglass symbol on his chest which caused a flash of light which the four covered their eyes from, as the light disappeared the goop-being was gone and was replaced by a huge dinosaur like creature.

"Humungousaur!" The dinosaur creature roared, everyone was shocked by what they just witnessed.

"Did it...just transformed?" The man with the claw said bewildered by the dinosaur like being in front of him.

"Time for a pounding!" Humungousaur said as he cracked his knuckles with a grin.

(Minutes later)

Spider-Man and the gang made it to the spot where they were supposed to be and came upon a shocking site.

"What happened here?" White Tiger said shocked, the saw the Frightful Four beaten to the ground.

"Who did this?" Nova said almost as shocked as White Tiger.

"I don't know, but will find out eventually." Spider-Man said as he checked the Frightful Four vitals to see if they were alive.

(Elsewhere)

Ben was now walking in a crowed of people and was wondering about something.

"Wonder if a Mr Smoothy's exist in this universe." Ben said in thought with a growling stomach. "And Chilli Fries."

A/N: Sorry if the chapter was a little rushed and short, but I hope you enjoyed it anyway. I'll try to make them longer, but it will take time.

Also, follow my community Ben Tennyson's Omniversal Harem Stories if you every pass by.

See ya and please review!