I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

Well, I'm back, and it seems that I don't have a lot of caring fans. But seriously, a thousand points to ShadowWing13 for the very Ben-ish name of Allipuke, and another thousand points to dragroar for the official order of chapters 9, 10 and 11(Hyde and Seek, Through the Looking Glass and Godhead, in that order). Thanks for playing, you guys.

Sorry this one's so late. I've been out of town for a while, and have consequently not had all that much time to write. Also, I am currently working on five projects pretty much simultaneously. As such, it may take a little longer for me to finish chapters and get them posted. Please be patient, I'm not giving this up, just juggling a little.

"We agreed. I get you the tech, and you pay me for it. Now, where's my money, Enoch?"

Joey spat out Enoch's name like a curse. She'd busted her butt to get this . . . this whatever it was, and he was holding out on her. Her left hand, the one she kept close to the weapon she'd scavenged out of the cache she'd found about a month ago, was starting to twitch. If these "Forever Knights" weren't going to pay her, she was going to take her money by force.

"Consider this. If you join us, you will have access to resources you can't even imagine. All I ask is that you forgo your finder's fee for this item."

"Yeah, right. I don't want to be part of an organization, you creep. I want my money, and I want it NOW!"

Joey's hand shot down, grabbing for her weapon. She got it up about halfway before something smashed into the back of her head. She was unconscious before she hit the floor

Ben 10

Tech Wars

"Who's next?"

Allipuke stood in the center of the intersection, facing off against an odd-looking group. One was painted up as a mime while another was dressed in a lion tamer's outfit, complete with whip and lion. A third, the one hanging from the light pole, was wearing a tight acrobat's outfit. The fourth, lying at Allipuke's feet with a massive lump on his head, was dressed in a strongman's outfit. These goons, who had announced themselves as the Crime Circus, were in the middle of a bank heist when Ben had seen them and turned into Allipuke to fight them. The strongman had been a bit of a workout, but the rest of them didn't look like that much of a fight.

The lion tamer cracked his whip, and the lion rushed at Allipuke. His chest inflated, and he shot a glob of swamp muck at the lion, knocking it back at the lion tamer. The lion tamer jumped behind the mime, which began moving his hands as though he was trapped behind an invisible wall. The lion rammed into the supposedly invisible wall and fell to the ground. Before he could try and reinforce it, Allipuke rushed up and punched through it, hitting the mime square in the jaw. The mime's head snapped back, catching the lion tamer in the nose. Both dropped to the ground, and Allipuke turned to see the acrobat chained to the light pole. Probably Gwen's work. He turned around and began walking away, changing back into Ben as he did.

_____________________________________________________________

"So, what's so important about this Le Petomane guy, Grandpa?"

Ben and Gwen were sitting in the Rust Bucket as Max drove through the city. There wasn't much of a view; this street, like most of the others they had driven through, was nothing but warehouses. Max was navigating it with a purpose.

"Well, he was one of the Plumber's best tech guys, and I need something fixed. His machine shop should be right about . . . there."

Max turned to one of the warehouse doors. There was an old-style speaker next to it. Instead of talking into it, Max put his palm on it. The box around the speaker opened up, revealing a packed mass of technology. A small arm with what looked like a robotic eye unfolded, moving to stare at Max. It swept over his body, and then shifted its attention to Ben and Gwen. As it scanned them, Max spoke up.

"Bill, it's Max. I need something fixed."

The robotic eye swiveled back to Max, and a voice issued from its pupil.

"Max? Really? Leave the little brats you've got outside and we'll talk."

"They're not brats. They're my grandchildren, and they have as much right to see this place as your wife did back in the old days."

There was a pause for a moment, and then the voice came back.

"Fine, they can come in, but I reserve the right to close off certain parts to them."

The eye retreated back into the speaker, and the door of the warehouse opened. Ben and Gwen walked in, immediately noticing the downward incline of the floor. When they got to the first support pylon, the floor dropped out from them. Gwen squeaked at first, but calmed down quickly. After a minute, the floor stopped. Ben and Gwen were stunned. An array of different things, probably all some kind of alien technology, were scattered around the room. It took a moment to notice the two people standing in the room. One was a middle-aged man, possibly European, with a bit of a bend to his back, probably from hunching over pieces of otherworldly tech. The other was a girl about Gwen and Ben's age, with raven-black hair and bold yellow eyes. The man walked over to Max with a scowl firmly plastered on his face.

"Listen, Bill, I can explain-"

"Ten years, I go without hearing anything from you. Ten years. And when you finally do show up, it's a favor you're after. Just like everyone else. I'm not good enough to be anyone's friend, but look where you come as soon as you need some new weapon, or repairs, or any other kind of technology issues. I should-"

The girl leaned over and whispered something into Bill's ear. His scowl slid slowly from his face as the girl whispered. By the time she leaned back, Bill had relaxed visibly.

"I apologize. It's just been so long since I've seen another Plumber, and my manners have atrophied considerably. Will, show these two around. Max and I have business to attend to."

Bill turned and began walking away with Max in tow. The girl walked over to Ben and Gwen, extending her hand.

"I'm Will. You are . . . ?"

"I'm Ben, and this is Gwen. What kind of name is Will for a girl, anyway?"

"Ben!"

"What? It's a valid question. Anyway, it's short for something."

"What's it short for?"

"I'd rather not say. It's a little embarrassing. Anyway, come on. You've got to see some of the stuff we've got in here."

_____________________________________________________________

" . . . and this is the storeroom. We keep most of the tech down here, alien, futuristic and home-grown. Like these, here."

Will picked up a pair of massive gauntlets. They were blocky, and looked like they would barely fit Boltneck or Diamond Head. When Will turned them over, they saw that they were mostly material; the hand-holes were only about the size of a human forearm.

"So, this is something you guys built here?"

"What? Oh, no. These were captured from some alien back in the seventies. Dredge, or Drack, or-"

"It wouldn't happen to be Drooge, would it?"

"Yeah, that's it! How'd you know?"

Ben and Gwen looked at each other, trying to figure out how to explain it. Will probably had no idea about the Omnitrix, and the fight with Allipuke's base template wasn't exactly public knowledge.

"Our grandpa told us some stories about his Plumber days. Drooge came up a couple of times."

"Oh. Okay. Anyways, these things were part of Drooge's enviro-suit. Guy needed a pretty exact atmosphere, and Earth didn't deliver. These are the only part of it that we know what they do. They make you strong. Wanna see?"

Will was slipping the gauntlets on when an alarm sounded. Will said something in a language neither Ben nor Gwen understood and took off, Ben and Gwen in tow. They stopped in front of a very thick door. Will spouted out more indecipherable words, and the door opened. The thing that had set off the alarms was standing in the middle of the room. Ben recognized her immediately.

"Gwen, it's Joey! She's stealing something!"

Joey looked up and grinned.

"Not stealing. Stole."

A large red battlesuit came tromping up next to her. It stood about thirteen feet tall, and every part of it was massive. There weren't any obvious weapons on it, but it didn't look like it needed weapons. Joey crossed her arms.

"Come on, let's see if you can beat me now, chump."

"You're on! Boltneck, coming right up!"

Ben immediately knew that he wasn't Boltneck. He was smaller. A lot smaller. There was only one alien in his roster that was this small.

"I'm Gray Matter, aren't I?"

"Actually, no. You look kind of like Megawhatt."

"If I look like Megawhatt, then maybe I can . . . "

Ben shot forward in a blur. His vision changed in a second, from regular vision to blackness shot through with copper flashes. He knew immediately what was happening. He was riding the latent power supplies of the alien tech scattered around the room. He popped out two feet in front of Joey, ready to blast her with electricity. Before he could fire it off, the mech backhanded him across the room. His shot went wild, coming within an inch of hitting Gwen and Will. He hit the wall, and got up a little woozy. As he watched, Will came flying off the landing she had been standing on, wearing the massive gauntlets. She punched the mech, rocking it back on its heels. Will landed, ready to rush in and wreck the mech. Before she could, she got blown back by a burst of energy. Ben looked back at Joey, seeing the she had a gun of some kind in her left hand.

"You think I'm that slow? Think again, freak. Gotta blow. See you later!"

Joey jumped on top of the battlesuit. It turned and strode deliberately towards the wall. Before it got there, it raised an arm. Something popped out of its forearm, blowing the wall to shrapnel. With the path cleared, it began to run. No one had the energy to try and stop it.

_____________________________________________________________

"Ow. What did she hit me with?"

Will groaned this as she lay on the floor. Ben had timed out, and was helping Gwen, who had fallen off the landing when Joey had blown up the wall. Will struggled to her feet, staggering a little as she walked. Gwen waved Ben off, motioning to Will.

"It looked like some kind of concussion bolt. They don't make those on Earth, do they?"

"No, they don't. Thanks for the assist, by the way."

"Hey, I-"

"You stood back and left me and him to try and contain one of the most powerful weapons here! You could at least have grabbed something and tried to get it to work!"

Gwen shot her hand forward, and a bolt of energy flew from her palm. It went a little wide, slamming into something that looked vaguely like a morningstar. It vibrated, and then started shooting the spikes on the head in all directions. Will grabbed Ben and yanked him behind the first pile of alien junk she could get to. Gwen threw up an invisible barrier, but she didn't expect it to hold up for very long. Fortunately, she didn't have to hold it up for more than about a minute; either that particular device was designed to hold less ammunition, or it had been low when they got it. Will came out from around the pile of tech and threw a punch at Gwen.

"Are you trying to get us all killed?! Do you know how much damage that thing could have done? We could all be dead, and then how would we get the mech back?"

"How, indeed?"

All three of them looked up to see Max and Bill standing in the doorway. Bill looked angry, while Max looked worried. Ben, Gwen and Will looked at each other. How were they going to explain this?

_____________________________________________________________

"So, how much trouble are we in, anyway?"

Max was about to answer, but Bill saved him the trouble.

"Trouble? No trouble. You only lost us one of the most dangerous weapons in the galaxy!"

"It's not their fault, dad! I was just-"

"You be quiet! You knew full well that you weren't allowed to take them in there!"

"What was I supposed to do? It's not like she snuck in with them! She was already there when we got there!"

The argument between Bill and his daughter soon slipped into(as far as Ben and Gwen could tell) the same language Will had used to open the door to the mech's storage center. Gwen looked at Max.

"So, what are we supposed to do now? I mean, he's going to throw us out, right?"

"Not necessarily. Bill was always like this, even when the Plumbers were still active on Earth."

"I've got to ask, what language is that? I mean, I think it's offensive to talk in some alien-"

"It's not alien. It's French."

"Oh. You know, we know who stole the suit. Maybe there's a file on her in the Plumber databanks. Plus, these two should know some kind of weakness the suit has."

"There aren't any weaknesses. We were given the suit to destroy it. Nothing we tried worked, and we eventually just locked it up down here so no one could get at it."

Ben nodded at Bill. Bill walked towards him, and Gwen noticed that Will was close to tears. She took a step towards Will, who turned and ran away. Gwen looked at the males, and then followed Will down the hallway.

_____________________________________________________________

"Joanna Hartsford. She's a Plumber's kid, apparently. Graduated MIT when she was 16, then dropped off the radar. We ran into her when she melded with one of Vilgax's probes. Since then, she's become a pretty good technology thief, specializing in 'exotic' weaponry, which mostly means alien. She must be the one that's been hitting up the caches we used to maintain."

"And no one thought to track her down? This would never have happened in the old days. Back then we would have-"

"Back then, we had the manpower to do that. Nowadays, we're just too spread out and old to keep track of all that."

"So, where's she going next? I mean, a thirteen-foot mech suit shouldn't be that hard to track, should it?"

"We won't be able to track her unless she actually gets into the thing. I mean, without a pilot, all it can do is move around and swing its arms at people. None of the weapons work when it's being remote-operated."

"Weapons!? That thing needs weapons?"

"Doesn't really need them. It has them, but it doesn't need them."

Ben buried his head in his hands. Bad enough that this thing was on the loose, but it had weapons? It was hard enough to fight with just physical attacks. He didn't think any of his aliens could beat the mech if it started using weapons. All of a sudden, he found himself wondering where Gwen was. She might be a pain in the rear, but she would still be more helpful that he was in planning strategy.

_____________________________________________________________

Gwen found Will in one of the storage rooms. Her back was to the door, and her shoulders were heaving almost imperceptibly. Gwen started walking towards her, ready to offer some sort of consolation.

"Leave me alone."

"But, you looked-"

"Just leave me alone, all right? You weren't helpful earlier, and you won't be helpful now."

Gwen ignored this and walked closer to Will. When she got closer, she saw that Will was tinkering with something. It looked like an inordinate amount of emitters attached to a cable frame. From what Gwen could tell, she was trying to attach the cables to the strength-enhancing gloves she'd used against the mech.

"What are you doing?"

"I told you to leave me alone. I'm working on something, and I don't want anyone else nosing around in my business."

"I'm not nosing around, I just-"

"Leave me alone! What's the matter, can't understand English? I can say it in other languages, if you don't. Cachek ni'ida. S!zz xnzz. Drrhn-"

Gwen slapped Will lightly across the face. It only occurred to her after her hand was moving that hitting someone wearing strength-enhancing alien tech was probably a bad idea. However, Will didn't throw a punch back. Instead, she began to cry a little.

"Look, I'm sorry I hit-"

"He doesn't even know what most of this stuff does! I'm the one that figures all of it out, and then he takes the credit for it! I'm sick of it!"

This was all she got out before she started bawling. Gwen looked around, trying to figure out a way to get out of there without Will noticing. Not finding any, she wrapped her arm awkwardly around Will, who was heaving with her head in her hands. Hopefully, this wouldn't take long; she wanted to help catch Joey in the worst way.

_____________________________________________________________

"Got a signal. Go north for five blocks, and you'll find her."

Max turned the Rust Bucket north and started counting blocks. In the back, Ben was going through the aliens in the Omnitrix, trying to figure out which one he would use to fight Joey and her mech. He needed something powerful and durable; the only reason they could track the mech now was because she'd figured out how to get in and pilot, and that meant there would be weapons involved this time. Gwen was sitting on one of the beds, while Will, who had succeeded in attaching the emitters to the gauntlets, paced in a small circle in the middle of the common area.

Max turned into the parking area in front of another large warehouse. The mech suit was walking around slowly. As they watched, a panel opened on its arm. Some sort of muzzle poked out, firing a stream of energy at one of the nearby buildings. A slightly mechanical whoop was uttered by Joey.

Ben was out of the Rust Bucket first, changing in a flash into Diamond Head. Will was next, with Gwen close behind. Max paused only to grab the heaviest weapon he could find. When Joey next turned their way, the four of them were standing, weapons and abilities ready.

"Wow. Four little meat puppets against the best weapon in the galaxy? This is gonna be rich."

"Stand down, Joanna. We only want to-"

"It's not Joanna. It's not even Joey anymore. I am the Mech Wrecker! Now, fry!"

A panel on the other arm opened, and a trio of rockets shot out at the group. Diamond Head reacted almost immediately, generating a crystal barrier in front of them. As the third rocket exploded against it, Will rushed around, charging Mech Wrecker. She got close enough to swing, and rocked Mech Wrecker back a step. It was a momentary distraction, and before Will could move out of the way, a blast of energy shot out from Mech Wrecker's chest, blasting her across the parking lot like a ragdoll.

"No! Gwen, get her out of here, now!"

Diamond Head vaulted forward to provide cover for Gwen. He launched three quick volleys of crystal shards at Mech Wrecker. They bounced off like raindrops. She laughed at this.

"Is that the best you've got? This is even more pathetic than our rumble when I stole this thing. Don't you have anything new to throw at me?"

This isn't working. I need something that can take out her weapons. Something small enough that she can't get a good shot at it. I need Gray Matter, or ThunderVol-

There was a flash of purple light, and Ben found himself a lot smaller. He looked at his hands, which were black with stubby fingers. Flicking his hands forward, he unleashed a bolt of lightning.

"How did I do that? I can't switch aliens like this. Can't I?"

"Ben, hit Mech Wrecker now!"

ThunderVolt shot forward, grabbing onto one of Mech Wrecker's fingers. As soon as he did, he found himself dragged into the circuitry of the mammoth machine. As he shot around, he began unleashing small amounts of energy, burning out weapon systems as he passed. Suddenly, he found himself out of the circuits, face-to-face with Joey. She had her arms and legs wrapped around with what had to be the control units for the systems he had been burning out. She looked a little stunned to see ThunderVolt there.

"Wha – you little freak! You're the one toasting my weapons! Fine, I don't need them anyway! I'm freaking invincible! I never want to leave this thing!"

"Then don't."

ThunderVolt turned around. Will was on the viewscreen, looking exceptional, considering the fact that she had been blown into a building with no defensive measures. As he and Joey watched, she grabbed something off-screen and yanked it off. Then she held it up, a tangled mass of wires and circuitry.

"I've just torn off the controls that open the escape hatch. You're stuck like this now. Forever."

ThunderVolt didn't have time to see Joey's reaction; the Omnitrix was beeping, and that meant time to get out. He jumped into the nearest bit of circuitry he could find, and managed to make it out in the nick of time. Once he switched back, he ran over to Will, who was wobbling a little on her feet.

"Wha . . . how . . . ?"

Will grinned and indicated the emitters all over her body.

"Impregnable force field. Covers the entire body. It shorted out after I stopped moving, but I think I can fix it."

There was a THUNK from behind them, and both turned to see Mech Wrecker thumping her fist into her other hand.

"You're dead. DEAD!"

She started to charge, but a blast of energy shot up from behind them, catching Mech Wrecker in the chest. She staggered back as a web of energy spread across the battlesuit. When the energy stopped writhing over her body, she staggered back, and Ben imagined that Joey looked pretty surprised on the inside of her mech.

"Wha . . . what did you do? Nothing's working!"

"We built this one as a failsafe. It's supposed to knock out most of the advanced systems on alien weapons. You still have life support and basic locomotion, but that's about it. Didn't want to use it while the kids were fighting; we don't know what it does to people yet."

Mech Wrecker stood still for a second, trying to decide what to do. Then, far faster than she had any right to be, she turned and ran off. Will waved after her, and then slumped against Ben, exhausted. Time, he guessed, to call it a day.

_____________________________________________________________

"I hope we get to see each other again. I honestly think I'm going to miss you."

Ben said this to Will as she gave him a hug. Max's device had been fixed, and the Tennysons were getting ready to leave. Ben actually felt bad about leaving Will. He'd really gotten to like her, and didn't want to leave.

"It's all right. I get the feeling that we'll see each other again, someday."

Ben and Will released each other. Her eyes shifted a little, and then she came in and kissed Ben on the mouth. She lingered for a few seconds, and then pulled back, blushing a little. Not as much as Ben was, though.

"Well, anyway . . . bye, Ben."

Will turned around and ran back to the warehouse under which she and her father lived and worked. Ben stood there for a few seconds before turning around and walking back to the Rust Bucket. Gwen had a little smirk on her face, which Ben tried to ignore.

"So, picked up a girlfriend, have we? Honestly, I never thought it would happen, but-"

"Knock it off, Gwen."

"Oh, come on, it's cu . . . what's wrong with the Omnitrix?"

Ben turned his arm over so he could get a look at it. The dial was up, as though he was going to select an alien with it. However, the diamond in which the alien silhouettes appeared was flashing purple, with one of the aliens in the center. Ben squinted, and found he recognized the silhouette. Head on upside down, long claws for fingers, waist dwindling down to a tail-like appendage. There was only one alien who fit that description. Ghostfreak. This meant nothing but trouble. Big trouble.