A robot was tossed through a sigh and landed on a gas station. Kevin jumped thru the sign and charged at the robot. Then Gwen fired a purple energy at the robot stopping it. Kevin jumped up on the robot and wrapped his arms around its head and then started to pound the robots head.

"Didn't we already destroy this thing before?" asked Star as she and Ben caught up with Kevin and Gwen.

"Not this one. Techadons are mass-produced battle robots."

The robot broke out of the purple energy knocking Gwen back and Kevin off him. The robot started to stomp on Kevin. Ben activated his omnitrix and hit it turning into Lodestar. Ben started to us magnetic powers to stop the robot.

"To bad, so sad. You just can't resist my magnetic personality." said Ben. Then he increased the power and the robot started to break apart. Then one of its arms dethatched. The arm then started to walk away.

"Don't let the gauntlet get away!" said Gwen

"I got it." said Star as fired at the gauntlet and hit it causing it to be destroyed.

Ben kept using his magnetic powers on the robot. Electric started to spark out of the robot. Then Ben was returned back to normal. "Okay what just happened?" asked Ben confused that he turned back to normal.

"Omnitrix must return to Primus." said the omnitrix

"Who's Prmus?" The robots only hand left turned into a plaster. The robot fired at Ben. Gwen quickly but up a shield to protect Ben. "Thank."

"Don't just thank me. Turn into something and fight!" said Gwen. Then Gwen fired hitting the robot sending it flying. Ben tried to us the omnitrix again but it didn't worked.

"That function is not available. Omnitrix must return to Primus." said the omnitrix

"What's that all about, Tennyson?" asked Kevin as he was beating up the robot.

"I have no idea. This has never happened before." said Ben. He tried using the omnitrix again but this time the aliens didn't came up. "Where are all my aliens?"

"That function is not available. Omnitrix must return to Primus." said the omnitrix

"Somebody named, Primus is jamming the omnitrix?"

"Never heard of him." said Kevin as he ripped of the robots head.

"Guys!" Then a green orb started to surround Ben.

"He's teleporting." said Gwen

Quickly Star, Kevin and Gwen jumped into the orb.

They soon found themselves on a another planet.

Ben fell to the ground with Star, Kevin and Gwen landing on top of Ben.

"Ow!" said Ben in pain.

"Sorry!" said Gwen

"Yeah, sorry! We didn't feel like behind left behind this time." said Star

"So, what is this place?" asked Kevin

"Not a clue." said Ben

"I will say this, I haven't seen anyplace like this before." said Star

They saw some mechanical bugs drinking from a river of green water before they flew up to the top of the mountain. Then the omnitrix satered to beep.

"What's with the flashing?" asked Kevin

"I have no idea! We'll add it to the list of things I don't understand." said Ben

Then those mechanical bugs started to head towards Ben, Star, Kevin and Gwen.

"Incoming!" said Kevin

They started to runaway from the mechanical bugs.

"This is a bad time for the omnitrix to stop working." said Ben

Some of the mechanical bugs flew in front of them. They were surrounded by the mechanical bugs.

"Kevin you handle those." said Gwen pointing to the group of mechanical bugs from the direction that they came from. Kevin hands morphed into hammers. Then he started to attack the mechanical bugs destroying the ones he battled. Star and Gwen both fired blast at the other group of mechanical bugs destroying them. Gwen saw a few were about to dive at Ben, Star and Gwen. Gwen quickly brought up doom to protect them.

"It looks like they are after the omnitrix!" said Star

"Well, good luck getting it off. The omnitrix isn't going anywhere without me." said Ben. Then omnitrix opened up and three green beams were fired each beam hit a mechanical bug. The mechanical bugs stopped there attack.

"What is the omnitrix doing?" asked Star

"I have no idea."

"Well what ever it is. It isn't destroying them. It's scanning them." said Gwen

"So it's taking a DNA sample?" Ben asked confused why the omnitrix would be doing that.

"Well, stop taking samples, and start taking names. You're Mr. Big-shot wielder of the omnitrix. Wield something." said Kevin

Then the green beams from the omnitrix stopped. "Omnitrix has returned to Primus. Ben Tennyson has fulfilled purpose. Omnitrix must find creator." said the omnitrix

"Wait, what?!" said Ben in a confused tone. Then the omnitrix was removed from Ben's wrist and floated up in to the air. One of the mechanical bugs grabbed it. Then the mechanical bug with the omnitrix and the others started to fly away.

"Quick! Don't let it get away!" said Star. Both Star and Gwen fired to stop the mechanical bug with the omnitrix. But they only hit the mechanical bugs without the omnitrix.

"The omnitrix is gone." said Ben. Then went into the forest to catch up with the mechanical bugs. Kevin morphed his hands to cut the vines in there path. "Azmuth is going to kill me for losing the omnitrix."

"Dude, he's already so mad at you, it couldn't get any worse." said Kevin

"Because of me." Star whispered to herself.

"Really?" asked Ben

"No." said Kevin. Then Ben tripped and saw a some destroyed mechanical bugs they were chasing. "Must be some of the ones that Star and Gwen trashed."

"Not a chance. We're over a mile from where Star and I was blasted them." said Gwen

Ben picked up a piece of the mechanical bug and checked it out. "Now that you mention it, these are scorched, like from a ray gun." said Ben

"It sound like we're not the only ones here." said Star

"There's no rust, no moss. The jungle hasn't grown over them." said Gwen

"Didn't happen vary long ago." said Ben

"Good reason to keep on moving." said Kevin

They kept going through the forest.

"I wish I could change into spidermonkey. He would be handy right now." said Ben

"Well, better get used to being you. What if you never get the omnitrix back?" asked Kevin. Bothe Star and Gwen stared at Kevin. "It's a legitimate question."

"I've got to get it back. I will get it back. Without it, I'm-"

"Just a regular guy." said Gwen

"I know, I know."

"Don't worry Ben." said Star

Then they found themselves in front of a bigger green river.

"It's gonna take all day to walk around this thing." said Ben

"No, it won't." said Star as she pulled out her dimensional scissors and open a portal. They went into the portal an appeared on the other side of the river. Star closed the portal once they got on the other side. They started to climb up the mount. They found a cave in the mount and walked into the mount. As they made there way through the cave the heard something in the distance. They soon saw Vilgax and what looked like Humongousaur fighting each other.

"I'd say somebody else beat us to the omnitrix." said Kevin

"It's got to be that Primus guy. He and Vilgax must be working together." said Ben

"Then why are they fighting?" asked Kevin

"Maybe they having a disagreement." said Star

The battle continued. "A valiant effort, but not nearly good enough!" said Vilgax. Then pulled his sword and fired a beam at the Humongousaur. A green light came from the Humongousaur and reviled that it was Azmuth.

"Give me a minute. I'm a little out of practice." said Amuth

"It's Azmuth." said Ben

"Should have known. The omnitrix kept saying it was looking for its creator." said Gwen

Vilgax picked up a bolder and tossed it at Azmuth. Azmuth activated the omnitrix and hit it. As the bolder landed on him. Azmuth lifted up the bolder in the form of Rath. "Let me tell you something, Vilgax, conqueror of ten worlds - Azmuth will defeat you! Azmuth will hunt you down, even though you're standing right here! You are no match for the awesomeness of Azmuth!" said Azmuth. Then he punched the bolder splitting it down the middle half. Azmuth tossed both halves of the bolder at Vilgax. Vilgax fired his eyes lasers destroyed both halves of the bolder. Vilgax fired his eye lasers at the roof of the cave and caused the stalactites to fall. Azmuth started to dodge, but soon got surrounded. Azmuth returned to normaol as he left the ruble and the collapse to the ground.

"We've got to help him." said Ben

Ben was about to charge when Gwen stopped him. "You can't fight Vilgax like this. Stay here!" said Gwen. Then Star, Kevin and Gwen ran towards Vilgax.

Vilgax grabbed Azmuth and lifted him into the air. "To the victor goes the spoils." said Vilgax

Kevin cam up to Vilgax with both his hands in the form of morningstars. "Sorry to spoil your spoils." Kevin punched Vilgax in the gut. Vilgax then grabbed Kevin and tossed him. Gwen ran up and fired a blast at Vilgax, but he was unaffected by it. But Star fired a huge blast at Vilgax on his side sending him into a wall. Vilgax came out of the wall without a scratch.

"If the three of you are here, then Tennyson cannot be far behind." Then he blow out a hug gust of wind at Star. Star was blown in the wall of the cave. Vilgax the blow out a gust of wind at Gwen and Kevin last. Vilgax took the omnitrix from Azmuth and dropped him. "At last, the omnitrix is mine.

"No." said Ben

"Behold, the power of the omnitrix." Vilgax tapped it, but nothing happened. Vilgax kept on tapping it, but still nothing happened. Vilgax grabbed and picked up Azmuth who was trying to crawl away. "Tell me how to use it."

"Um... no." said Azmuth

Vilgax then tossed Azmuth. "Omnitrix, I am your master now. I command you... Brainstorm! Big Chill!"

Ben snuck up and picked up Azmuth. "Ben Tennyson?"

"Azmuth. Everything's going to be okay." said Ben. Then patted Azmuth on the head.

"Did you just "there, there" me?"

"The omnitrix teleported me, Star and our friends to this planet."

Azmuth whipped out off the dust from his cloths. "Now you must gather them and leave this place while you still can."

"But the omnitrix -"

"Is no longer yours, Ben Tennyson. Vilgax has it."

"We can't let Vilgax -"

"I concur. But its operation is beyond his abilities. And I would die before revealing its secrets to him. Now go, before -"

"Ben Tennyson!" said Vilgax. This got Ben and Azmith attention. "I know you are here somewhere. If you ever wish to see your friends alive again, step forward." Vilgax was hold in his hand Star, Kevin and Gwen, all three were unconscious.

Ben was about to give himself up, but Azmuth stood in his way. "They're already lost. There's nothing you can do."

"I'll think of something." said Ben. Then he started to walk over Azmuth. "Vilgax! I'm here! Let them go!"

Sometime later Ben, Star, Kevin, and Gwen found themselves chained up.

"Ooh, good plan, Ben." said Kevin

"What? I couldn't let Vilgax finish you off." said Ben

"Now let figure a way out of this." said Star

Gwen eyes started to glow. Then Gwen's headband zapped her. "I can't use my powers." said Gwen

"The headbands - neural inhibitors." said Kevin

Vilgax walked up to them. "Tell me, Tennyson, is there a key? A magic word?" asked Vilgax

"You'd have to ask Azmuth, not that he'd ever tell." said Ben

"For your sake, pray that you are wrong. For if he does not, the great Ben 10 and his friends shall be fed to the codon stream."

"Codon stream?" asked Star

"That's bad, right?" asked Ben

"You amuse me to the vary end, Ben Tennyson." said Vilgax

Vilgax walked away as the floor below them opened up. They were dangling over the green liquid they have seen before.

"What's a codon stream? I thought that stuff was green lava." said Gwen

"Seriously? We're about to be boiled alive, and you want to learn vocabulary word?" asked Kevin

Then Azmuth reviled himself from the shadows. "The codon stream is the key to everything." said Azmuth

"Azmuth!" said Ben

"Quick, chew through our chains." said Kevin

"I am not a rodent." said Azmuth

"Could have fooled me."

"I just wished to thank you, all of you, for your service to the universe."

"What?" said Ben and Star

"We've had our differences, but I know your hearts are in the right place. Although, if it were my design, I'd move your heart a bit more to the center."

"You're not gonna leave us here?" asked Gwen

"What choice do I have? The power of the omnitrix must be kept from Vilgax at all cost."

"Why, you little -" said Kevin

"How about that Primus the omnitrix kept talking about? Is he a good guy or a bad guy?" asked Ben

"And can he help us?" asked Star

"Primus isn't a man. Primus is this whole planet - an organic machine of my creation, a verdant world where the codon stream contains the DNA of every sentient species in the universe. Haven't you ever wondered how I was able to collect a sample of DNA from so many like forms?" asked Azmuth

"Those flying creatures that attacked us and took the omnitrix." said Ben

"Volaticus Biopsis. I created those, too. They wander the universe, seeking the DNA of sentient life. In any event, when Vilgax arrived here, Primus felt threatened, so it summoned the omnitrix home."

""Omnitrix must return to Primus.""

"Exactly. And you were attached to it, so you came, too. Primus had previously alerted me to its distress, and I came here. I knew the omnitrix would not be far behind."

""Omnitrix must find creator.""

"The Volaticus Biopsis brought it right to me. Not the way I would have chosen to find out if the fail safe works. It's always better to test these things in the lab than out in the field."

"If all the DNA is here on Primus, what's inside the omnitrix?" asked Gwen

"Bright girl. The omnitrix is like a wireless device, communicating across the universe with the server that contains its database of DNA."

"Primus." said Ben

"Without Primus, the omnitrix is useless."

Then Vilgax started to walk back. "This world is important to you, eh, Azmuth? More important than your own life or those of these insipid children? That leaves me an intriguing option. Tell me how to activate the omnitrix, or I'll destroy the whole planet." said Vilgax

"No!" said Ben

"Ben!" said Azmuth

"Azmuth can't help you. He's just trying to protect me. I'm the only one who knows how to work the watch."

"That's not -"

"Button it, genius." said Kevin

"You'll make the omnitrix work for me?" asked Vilgax

"If you let Star, Gwen, Kevin and Azmuth go." said Ben

"We have an agreement. Teach me to operate the omnitrix, and I'll free your friends. But you, Ben Tennyson, will die."

"All right. I guess I have no choice."

"Ben, don't do it!" said Star

"Don't worry, Star." Then Ben gave her a wink.

Vilgax pulled him off the wall freeing him from his chains. "Show me... human." said Vilgax as he held his arm out that the omnitrix was on.

"See, when you turn the dial, you have to be pushing in at the same time." Ben activated the omnitrix and then hit it.

"Ben, no!" said Azmuth

Vilgax was transformed into Goop. Vilgax flew up in the air and use his acid to cut down a stalactite. Vilgax landed in front of Ben. "The power is unbelievable. I can do anything!" said Vilgax

"Almost anything." said Ben. Then he jumped over Vilgax grabbing the floating disc above him and pressed a button on it. This caused Vilgax to turn into a puddle.

"What did you do? I can't move."

"I know. I turned off Goop's artificial gravity." Ben walked over to Vilgax and started to pull of the omnitrix symbol off Vilgax. Once the omnitrix symbol was off Vilgax. He returned beck to normal and the omnitrix was on Ben's wrist. "It looks like my plan worked." Soon Vilgax got back up from the ground. Ben activated the omnitrix and hit it. "Cannonbolt! It feels good to be back." Ben rolled up in a ball and charged at Vilgax rolling into him a few times. Vilgax stared to fall into the codon stream, but grabbed Ben's leg pulling him down. Ben grabbed the ledge.

"If I go, you go."

"I've got a better idea." Then Ben kicked Vilgax hand. Vilgax let go of Ben's hand and fell into the codon stream. Ben pulled himself up and retunied to normal.

"You didn't do it on purpose, Ben." said Gwen

"The guy totally had it coming." said Kevin

"I'm just glade you are alright." said Star

Azmuth walked up to Ben. "Beware. It is not over. The bioenergy in the codon stream, combined with -" said Azmuth

"Ben Tennyson!" shouted Vilgax. Ben, Star, Kevin, Gwen and Azmuth looked and saw that Vilgax was growing to the size of Way Big. "Prepare to meet your doom."

"Yeah. I don't think so." said Ben. He activated the omnitrix and hit it. "Way Big!"

"I will destroy you!"

They started to fight both dodging and trading blows. Then Ben grabbed one of Vilgax's arms and started to punch him with it. "Stop hitting yourself. Stop hitting yourself. Stop hitting yourself."

Kevin was Laughing. "Classic." said Kevin

Ben then grabbed Vilgax's leg and started to spin around. Ben tossed Vilgax. Vilgax went through the roof of the cave and was sent into space.

Later after Star, Kevin and Gwen were freed from there chains. They all left the cave.

"I suppose I'll have to move the planet and hide it again." said Azmuth

"But now we've got a giant Vilgax out there somewhere to worry about." said Ben

"The effects of the codon stream will wear off shortly."

"meaning we've just got a regular-size Vilgax to worry about." said Kevin

"Azmuth, about the damaging the omnitrix. That was my fault." said Star

Azmuth let out a sigh. "This is the second time you damaged something I made." said Azmuth

"What do you mean by that?"

"You'll find out soon." Azmuth said with a smirk.

Author notes:

benalien100: I already have picked out the alien that Ben is going to turn into.

Dragon Storm: Sorry if I sound mad and to be honest they have changed or removed stuff in omniverse for example they removed Primus, Jetray, and Ken (Gwen's brother)

Guest: You will have to wait and see