Within the depths of outer space, an important battle has commenced. A massive gray and red ship is attacking a much smaller teal ship, somewhere out near Jupiter. Inside the large ship are numerous individuals, working away at tapping and sliding their digits on a bright yellow holographic panel. At the helm, a robed figure sits on a throne, a pair of piercing red eyes can be shown through the darkness of the hood covering their visage.

One of the individuals, dressed clad in a darker silver uniform steps forth to the towering individual, slightly shaking. The figure looks down and utters a single word.

"Report." The individual commanded.

"Y-Yes, sire," the individual pulled up a holographic pad and scrolled to a specific point of data. "Hull damage: 20 percent, weapons system's still operational, however. We've toyed with them since they're departure, shall we end this futile chase on your command, master?"

The robed figure puts his hood down, revealing his spotted squid-like head, the deep dark blue devices on his head bubbled, the color changing from blue to a blistering red. A stifled sense of anger, dread and impatience could be felt by the whole crew.

"I have come too far to be denied now!" The figure roared out, the room shaking at the mere volume of his tone, "Fire upon the ship, leave no survivors! I demand to claim my prize!" The individual nodded at the figure's orders, turning to the few who seemed to be waiting on confirmation. They began to tap and work immediately, the sound of some kind of weapon was beginning to charge up. "The Omnitrix shall be mine, and there is not a being in the galaxy that dares stand in my way!"


Meanwhile, on Earth, a young boy, around the age of 10, sits in his classroom messing with a paper air-plane he just crafted. His messy brown hair shines in the light, his green eyes focus on the very thing he has created. His shirt was black and white, with deep blue accents on the sleeves and the collar. He lines up his trajectory towards the back of his teacher's head, and as he's about to throw it, he hesitates, but he doesn't know why. Instead, he decides to just lay the object of his amusement on the ground, and open a comic book about his favorite animal-themed superhero.

'Man, I'd like to experience a taste of the hero lifestyle, but I'm no hero. I can't even stand up to a couple jerks,' The kid thought to himself.

Before the kid could go deeper into that thought, the teacher stops writing on the chalkboard and sits down, clearing her throat as she gathers her students attention.

"Well class, I want you all to know that this was quite the year for all of us. Despite some of you being more trouble than you're worth," the teacher passes a glaring side-eye in the boy's direction, then at another pair of boys on the other side of the room. "Nevertheless, I'm happy to announce that in a couple minutes, you'll all be free to spend the summer however you choose," Everyone begins to pack their things, all while listening to the teacher. "But, for those of you who yearn for more of an education, and the benefits that come with it, I will be teaching summer school this year, and it's still not too late to sign up!"

'Pfft, yeah right, like I'm gonna go to summer school. This summer is gonna be my time to shine, teach.' the boy thought to himself, a small smug grin forming on his face. Soon, the bell rings, allowing for every single kid to exit their classrooms.

"Everyone, have a good vacation, and I hope to see you all again in the fall," As the boy was about to leave, he heard the teacher clear her throat again, causing him to turn around. "Benjamin, can I have a word or two with you before you go?" She asked, holding the same air-plane he made during class, yet never threw.

The boy, Ben, sulked and walked back into the classroom, expecting what he'd think was another earful from one of his teachers.

"Thank you, mister Tennyson," the teacher began, "It's nice to know at least one troublesome boy can develop some sense of restraint." Ben stayed silent, holding his head down. "Don't worry, Benjamin, you're not in trouble. I'm just surprised that you restrained yourself from causing trouble this year. Usually by the end of each year, it's always with the air-planes," Ben sighed as he continued to listen to the teacher. "You definitely buckled down this year, too. Your grades were phenomenal. Sorry for having to single you out a few minutes ago, by the way, Cash and J.T. just don't know when to grow up, so I had to start with you, then focus on them."


After talking with the teacher for another minute, Ben walks outside, taking in the sunlight and breathing in the fresh air. Ben begins to smile, ready to head on home to get ready for a road trip with his grandpa, until he hears the scared and frightened squealing of one of the other kids.

Two mischievous boys, Cash and J.T., were towering over a kid named Jamie, who was backed up against a tree. Cash was a very mixed kid, his hair was very short and kinda rugged, all while he wore a light blue t-shirt with a cash register on it. J.T. was Cash's partner in causing trouble. He was pale, very pale, always needed his glasses or he'd be more blind than a bat with hearing loss in the middle of the day. He usually wore a brown short-sleeved blazer with a bright yellow-orange t-shirt underneath.

Ben sighed and looked at the comic he stuffed in his bag, seeing his favorite superhero, Kangaroo Kommando, standing up to tyranny, saving the day, and taking down the bad guys. Ben gritted his teeth and hid his bag in the bushes, and proceeded to march up to the bullies.

"Alright, Jamie, here's how it's gonna go down today," Cash began. "Normally, we'd take your money and beat you up. But since it's the last day of school, I'm feeling a bit generous today, so we're going to give you a break. Now, simply just fork over the cash, so we can get out of here, and nothing bad has to happen to them ridiculous looking nerd goggles you got on your face." Cash brokered, trying to strike up some kind of deal.

"Leave him alone!" Ben yelled out. Cash and J.T. looked behind them, seeing Ben trying to look intimidating. Cash and J.T. looked at each other, and suddenly started to burst out laughing. Ben gestured to Jamie to just run while they were distracted, and that he did. Jamie ran from the situation, and all the while, Cash and J.T. were starting to come down from their sudden burst of laughing.

"Ok, that was rich," Cash remarked, wiping a tear from his eye as he calmed himself down. "Nice try, Tennyson, but you couldn't scare a puppy. Now, where were we-"

Cash noticed that Jamie was gone, along with the money he had on him. Cash calmed down much faster, and definitely seemed more annoyed.

"I can't believe we fell for that, Cash." J.T. said in disbelief.

"Don't you start, we can still salvage this, I think we can still get something out of this pint-sized zero. He cost us a major pay day, and he's gonna pay us back!" Cash stated, focusing his attention on Ben.

J.T. seemed a bit lost on what Cash was insinuating, until it finally crossed his mind, both the boys smiled in a sinister way as they approached Ben, who was starting to back-up as they got closer. Ben remembered the comic he read, and balled his hands into fists, no longer backing away, and was ready to throw down.


Things did not work out like he hoped, far from it, in fact. Ben was hung up on a tree branch by his underwear, as a squirrel squeaks and scarpers off. His cheeks were red, and he had a couple of small bruises and cuts on his arms, they weren't too bad though, but if anything was truly broken, it was Ben's spirit.

"Aw, man!" Ben yelled out in frustration. "Could this have ended any worse?"

And like a sudden test of fate, the branch that Ben was hung up on, snapped and he fell right on his butt. Ben groaned as he got up and limped over to the bushes to grab his bag, noticing that an hour had passed since he got strung up on a branch by his undies, until a familiar looking motorhome finally came into view.

"Well, better late than never." Ben muttered to himself, adjusting himself and dusting off the dirt and leaves on his clothes.

The motorhome came to a stop, and an elderly man with gray hair and a red Hawaiian shirt looked down at the boy. "The bullies gave you a hard time again, huh sport?" The old man asked.

"They were picking on another kid, like they always do. Once, just once, I'd like to be able to give them a taste of their own medicine, see how they like getting the wedgie of a lifetime." Ben remarked.

"Too bad, shrimp," A feminine voice rang out. Ben looked to his side, seeing a familiar face he wasn't in the mood to see. A girl with orange hair and green eyes, wearing a white shirt with a dark violet cartoon-style cougar on the front of it, and deep blue capris. "You'll always just be regular old Benjamin Kirby Tennyson, and nothing's gonna change that. I told you picking fights with those stronger than you was just gonna get you into trouble, but of course, no one listens to family advice, not anymore."

Ben blinked his eyes and stared at the girl for a few seconds, and finally felt his face become an expression of sheer confusion. "Ok, this is apparently happening. What are you doing here?" Ben turns towards his grandfather as he sets his backpack down in the empty booth. "Grandpa, what is she doing here?"

"Wow, really feeling that familial love and support right now," the girl sarcastically remarked. "This wasn't my idea, dweeb. My parents, oddly enough, cancelled my application to go to summer school this year, and told me I was going to go with you and grandpa on some road trip, because somebody said, and I quote, 'going camping for the summer would be a good experience for me'." the girl stated, staring daggers at the elderly figure, who smiled patiently.

Ben was quite literally shocked, one could say, astonished. "Grandpa, please. Tell me you didn't..." Ben began, only to trail off out of sheer lack of ability to process what is happening in this current point in time.

"C'mon Ben, where's your sense of adventure? I figured it'd be fun to invite your cousin Gwen along with us for the summer," Max saw the look on Ben's face, noticing it lacked any thought behind those eyes of his. "Is... that a problem for you both?" Max asked.

Ben and Gwen looked at each other, debating in their minds on what the right answer to the question was, and simply sighed. "No, Grandpa Max. Everything's fine, let's get this road trip started." They both said in unison, sharing a passive-aggressive glare to each other as Ben took his seat. Max smiled and began to drive along the road, making some serious headway to a campsite.


As the car ride progresses, with the setting sun becoming more and more prominent with the passing hour, Ben and Gwen continue to bicker amongst each other. It goes about as well as one would expect.

"Aw, I can't believe it. I wait all school year to go on this trip, and now the queen of criterias is along for the ride," Ben groaned as he glared at Gwen from across the table. "Could've asked cousin Ken to come on the trip instead, but nooo... the snarky smarty-pants had to come along, great."

"Hey, Dillweed! I had my own vacation already all planned out too, you know?" Gwen reaches into a black satchel and pulls out some type of colorful schedule board. "Each activity is color-coded, so I never do the same thing two days in a row."

Ben stared at the chart, and at Gwen, a look of surprise plastered on his face. "How on earth are you related to me?! That's so dull!" Ben blurted out.

"At least I had a proper plan, but now I'm stuck with you, my geekazoid neanderthal of a cousin, going camping for three months. I can already feel my IQ dropping just being near you." Gwen remarked.

"C'mon kids, let's play nice back there, okay?" Max called out.

"Geek." Ben quietly sneered.

"Jerk." Gwen quietly remarked.

Max looks back at his grandkids and back at the road, sighing as his smile falters to a more saddened expression. 'Something tells me it's gonna be a loooong summer...' Max thought to himself.

Soon enough, Max makes another turn, turning onto a road leading out of Bellwood, and onto Route 66.


After some time passes, the Tennysons get themselves situated at their campsite, with Ben and Gwen sitting down at the wooden table-bench. Max walks out with a couple of bowls in his hands, with the kids assuming it's food.

"It's chow time!" Max announces.

Max plops down the bowls, both of them filled with still-wriggling worms, to Ben and Gwen's disgust.

"...Okay, I give up. Grandpa, what- is that?" Ben cautiously asks.

"'Marinated Mealworms'. Hard to find them fresh in the States. Did you know, they're considered a delicacy in some countries?" Max asked with genuine interest.

One of the worms falls out the bowl and crawls on the table, genuinely grossing out Gwen more than she already was. "...And did you know, that they're totally gross in others?" Gwen meekly asked.

Max could tell judging by how green his grandkids' faces were getting, that obviously, mealworms did not sound appetizing. "Y'know, if these don't sound good to you, I've got some smoked sheep's tongue in the fridge?" Max asked.

"Or, and this is just me thinking out loud here, but uh... Couldn't we just have a burger, or something?" Ben suggested.

Max chuckled. "Nonsense. This summer's gonna be an adventure for your taste buds. -I'll grab the tongue." Max soon got up and went back in the RV.

Desperate for another option, Ben shuffles closer to Gwen. "Okay, I can speak for the both of us that this stuff could likely kill us if we tried it. I got a half-eaten bag of corn chips, a couple of cold orange sodas and a few candy bars in my backpack. What'd you got?" Ben asked.

Gwen gulped. "Some rice cakes, hard candy, and pomegranate juice." Gwen responded.

Ben thought about the stuff they had, and put together, Ben could only grimace. "We're not gonna make it to day three of our vacation, are we?" Ben worriedly asked.

Ben and Gwen silently sulk as the mealworm continues to inch across the table.


Back in outer space, the ships have begun to show some serious dents in their fight. The massive ship continues to unleash a barrage of lasers that hit the smaller ship, tearing holes in the hull that are becoming more and more detrimental to deciding who the victor in this fight could potentially be.

"Report." The individual commanded.

"Yes sire, their propulsion systems have been destroyed, and with the hull of their ship damaged, we might have won this little chase. Victory is in your grasp, master." The individual stated.

the figure smiled, showing off several jagged and monstrous rows of teeth. "Excellent. Prepare to board, now! I want the Omnitrix before any plumber forces catch on to our presence!" The figure commanded.

Before the command could be acted upon, however, the ship getting chased primes a laser blast and fires, directly hitting the massive ship's control room, blasting the figure across. But, immediately after the warship retaliates, blasting the ship to pieces, a small pod ejects down into Earth's atmosphere.


Back on Earth, Ben and Gwen were sitting on adjacent sides of one another. Ben is playing on some kind of handheld console, whereas Gwen is fiddling around with her laptop. Max comes out of the RV with a few metal sticks and a couple bags of marshmallows.

"Who wants to roast Marshmallows, maybe make a couple smores?" Max asks.

The two youth continue on with their respective actions, not responding in the slightest.

"Okay, um... How 'bout we tell scary stories?" Max suggests.

"Scarier than having to spend your summer with your geeky dork of a cousin?" Ben remarks as he laughs to himself.

"I'd like to, Grandpa, but I'm busy doing a web search on cures for 'untreated IQ decrease'," Gwen looks back at Ben with a smug smile. "Nothing yet, Ben, but let's not give up hope!"

"Aww, come on you two. We're all in this together," Max stated. "Now, you can mope around like this all summer, or we can have some fun. Now whadd'ya say?" Max asked.

"I vote for moping." Gwen states.

"I'm gonna take a walk and get some fresh air, smells too much like dork around here," Ben gets up and walks towards the woods. "Smell ya later, Gwen."

Max looks as Ben vanishes into the thick clearing, and Gwen keeps her face glued to her laptop's screen.

'I think they're starting to grow on each other, hopefully.' Max thought.


Ben walks through the woods, stuffing his hands in his pockets as he kicks a couple of pebbles and small rocks along the ground.

Ben groans and punches a tree out of frustration, only to immediately regret that decision as he realizes that it hurts really bad. "Aw, man. This blows! This is gonna be the worst vacation ever. I might as well have gone to summer school." Ben groans.

Suddenly, a bright flash of light shines in the sky. Ben looks up and notices a meteor shooting through the air. "Whoa! A shooting star!" Ben said.

Before Ben could try to make a wish on the 'shooting star', it instantly changes course, aiming straight for Ben. Ben felt a bit of air escape his chest as he turned tail and ran to avoid getting struck, but the meteor crashes behind him, the shockwave launches Ben, sending smoke and debris flying through the air. As the smoke clears and the meteor's white-hot light fades, Ben looks on at it, slowly getting to his feet so he can get a closer look.

Within the newly created crater, was a strange metal pod. "Looks like a - satellite or something. I should probably go get grandpa, tell him what-" but before Ben could go back to camp and get his grandfather, the ground he's standing on crumbles beneath him, sending him sliding down, closer to the pod. It opens itself before him, and a green light in the shape of an hourglass shines from it. Light extends from the hourglass, revealing it is attached to a cylindrical watch-like device, simply known by a rare few as, the Omnitrix.

"...A watch? That's what fell from the sky?" Ben crouched down to get a better look, so many questions ran through his head, and only one of those questions escaped his lips. "What's a watch doing in outer space?"

Ben smiles to himself, stepping closer to the pod, outstretching his arm to grab it. As he does so, the Omnitrix leaps from the pod and latches onto his wrist, attaching itself to him. Ben immediately begins to panic, trying frantically to rip the Omnitrix off his wrist, to the point of losing balance and falling over.

Ben starts to panic more and more, and immediately begins to try and remove the watch. He walks over to the pod it was in, trying to pry the device off, or at least let his wrist slip free, but the watch wasn't coming off. Ben tries to smack the watch against a few of the bigger rocks and the nearby trees, but the watch caused more damage to the things it was slammed against, rather than the opposite. Ben tries to pry the Omnitrix apart from his wrist with a stick, but the stick breaks, angering him even further.

"Augh! Why didn't I just go get grandpa?! What am I supposed to tell them when I get back, 'Hey grandpa, sorry for disappearing on you like that, it's just that a weird watch just fell from the sky and latched itself to my wrist, no biggie!' It's clearly a very massive biggie!" Ben retorted out-loud, his voice echoing to the sky as several birds fly away.

Feeling defeated, Ben falls to his knees, and starts fumbling with the device. He accidentally hits a button on it and its faceplate springs up.

"Whoa!" was all Ben could say in the moment. Ben cautiously glances around the woods, making sure no one could've heard or even see what was transpiring. The faceplate's hourglass morphs into a diamond encasing a black silhouette. The silhouette looked lanky, yet very stocky. "Cool! Maybe if I can figure out how this thing works, I could salvage this summer vacation, after all!" Ben told himself.

Ben looks down at the faceplate, and his eyebrows raise before pressing it back down. Ben suddenly finds himself in a void, a murky disgusting green moss-like substance and vines begin spreading across his skin, transforming him into something else. Eventually, Ben emerges from the void, now a tall, lanky, stocky swamp man.

"Ahhh!" The creature screamed, it's voice low and nasally.