Disclaimer: This is a parody inspired by the works of Joss Whedon and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Buffy the Vampire Slayer or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Zeppo 10

"So any ideas why I still have this thing or why it's still working? Not that I'm complaining, it's really on the cool side, all considered." said Xander, the day after Halloween, looking at the thing on his wrist. He had wanted a toy gun to go with his soldier costume. Instead, something caught his eye and made him think it was a better idea.

"Not sure, other then Ethan having invoking the spirits of Chaos, which as we all can expect are not the most stable collection of spirits. What confuses me the most in how this... 'Ultimatrix' had gotten into the store. Especially since this box is marked MMXI." said Giles as he used the box the toy had come from.

"Which means for the rest of us who didn't live in Ancient Rome or study it in class?" asked Buffy as the blond slayer sat with the collective of friends in the school Library after hours.

"M stands for thousands, X stands for ten and I stands for one. So two M, one X and One I equals two thousand and eleven. A decade or more away from us living in the ancient what I can tell, it's from a cartoon Ben 10 about a kid who can change into a number of aliens by scanning and duplicating their DNA." said Willow as she read the box from her sit next to Giles.

"I know that, still go some of his memories in my head. Not sure how that works with a fictional character. Know some codes, how to use it, the fact if you set the self-destruct for days you can blow up the universe with it..." said Xander as he waited and saw the looks develop on the others.

"Blow up the universe? Okay, who's for destroying the thing right now?" asked Buffy as she raised her hand as did Willow. She turned to Giles and asked a question, "Giles, why don't you have your hand up to destroy the universe ending device?"

"Because it was made into existence with the power of the spirits of Chaos. The fact it seems to have gone beyond the spell used to make people the mask they wore, it is likely they have an active interest in this... bit of fun by their standards. The last time someone tried to ruin their fun against the rules, flaming toads which explode into liquid hydrogen seems to explain the texts on the topic.

So we need to study it until we know what the rules are bring used by the spirits. As long as Xander is in control of it, it should be safe enough. It could even be a benefit, if this fire 'alien' and this fire planet 'alien' on the manual is true. Vampires have a great weakness to fire. Of course, ice and electricity will also cause less permanent harm on them yet it could cause more harm on certain demons." finished Giles as he pointed out the flaws in Buffy's plans.

"Without the codes, this thing is not going anywhere soon. I know from memories it's bonded to my DNA. Going to need to slice off the arm to get it. Have to remember to avoid that from now on. Not sure if it still needs the keys for Alien X or not, have to check that out two." said Xander as he thought of the most dangerous alien in the batch.

"Alien X? Please tell me thata cute fluffy bunny alien?" asked Willow looking hopeful this wasn't a bad thing.

"Humanoid with three horns made of stars with the power to alter time, space and reality with a single whim. Basic ultimate power over everything, which was one of the reasons it was locked on Ben's Ultimatrix. Another is the fact it also contains two different personalities who are totally self absorbed and to do anything like moving or changing back would require at least one of the siding with me on that. Another good reason it was locked out." said Xander, accesing Ben's memories of his aliens and the power they held.

"Okay, how many of the aliens would be qualified as gods and major threats?" asked Buffy, as she got a dark and pained look on her face. Likely thinking of the things she could face if the Ultimatrix got out of hand.

"At least one million, nine hundred and ten aliens... double that if each one has an ultimate form." was his reply, as he was guessing what was next.

"Ultimate form?" asked Giles, as he tried to understand this news.

"The Ultimatrix was created by an enemy of Ben, shoddy work according to Azmuth who created the Omnitrix. It uses an algorithm which creates a planet wide civil war for thousands or millions of years till the DNA of the aliens changes. Survival of the fittest, so mega-combat potential. However, the terrorified Ben for some reason. I'm guessing for good foreshadowing reasons.

I know this is going to be one of the most powerful devices, so it being safeguarded is going to be of major big things we ever do. What I'm worried about is the fact if I was given this power by chaos spirits, what else are they going to do? You don't make a hero without villains to counter them, so who are my villains going to be?" said the dark haired boy with the new alien device.

Elsewhere...

Aggregor had no memory on how he had gotten on Earth, or how he had regained the powers of the five aliens he used to find the Map of Infinity. He was in the middle of a cemetary and was trying to figure out what was going one, when he was surrounded by some kind of humans. Yet he could detect something different between them.

"Looks like we have a new demon here. Wonder if he's a winner or if he's dinner?" asked one of the humans, dressed in black leather or whatever they called animal skins. Then the humans faces changed with hairless browridges, golden eyes and long pointy teeth. Which made him wonder what kind of human alien hybrids they could be.

They rushed him, with some kind of advance super strength. Which still made them inferior to his own strength. They attempted to put the bite on him with their fangs, which broke on his armored body. He decided to test to see what elements they were subjective to. He shot one with water with little effect, niether did the power of wind. Earthquakes had little effect as well, and even a tombstone thrown as them had little effect. Electricity did seem to have the power to slow them, but when he used the power of fire... they combusted like paper.

He proceeded to kill all of them, save one. To see what kind of power they had, he tried to absorb this one's life force. Only to find that life was not animating this one, only some kind of energy. Powerful energy which was making his skin itch, and giving him a great hungry. It also was giving him an overwhelming sense of power.

"If only a tenth of these beings are giving me greater power, I wonder what a hundred percent of their power would allow me to do. Also if these things exist here, I wonder what other wonders exist here.

Since I don't have a ship and no access to the map, I could stick around here for a while. To make a full... examination of the environment." said the alien chimeria as he looked at the city it was in.

Aggregor was working to find a place to hide during till he could learn more.

Hidden in the same graveyard...

Spike had been coming home from some hunting, when he had saw the small gang of vamps who had faced what he assumed was a demon. One kind of demon he had yet to see before, but given how many demons existed on alternative planes it was not impossible. The fact it had so many elemental powers was interesting.

"Wonder what the new bloke is doing here, and what he wants? Demons always have have a plan cook, even chaos demons. Usually death and destruction in their cases, but a plan. I think I'm going to have to find a way to introduce myself to him. Of course I'm going to need a way to avoid being turned into a smokey marshmallow first.

Dru might be able to shed some light on this when I talk to her... if I can understand what it is she is saying. Still, a man like that around might be able to help take on the Slayer." said the vamp to himself, as he moved forward after the demon left. He noticed the single vampire left alive, or what looked like life for an undead corpse.

It was withered and shrunken, if it ever held life it now looked like it had been sucked out of him. Reaching to life an arm, Spike discovered it was extremely brittle as the arm broke off his hand. Which seemed to prove the demon was some kind of vampire, sucking not blood but something else. Like energy or life force.

"If it feeds, I might be able to influence it with some neat treats... like Slayer under fist."