Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures

Chapter 2

Tony Stark/Iron Man

"That was weird."

Tony, Rhodey and Pepper had watched the RV spread wings and take off, traveling at speeds to escape the Earth's gravity.

"I've never seen an RV just take off like that," Rhodey commented.

Pepper had removed her helmet.

"I gotta tell you that that was awesome!"

Tony and Rhodey look over at her.

"That was strange. I hope that was the last time we see them."

"Awwww! Come on! That girl was pretty cool!" Pepper complained.

"She's an alien."

"Duh! That's why she's cool!" Pepper said, walking to the launch tunnel. She replaced her helmet and dove into the opening.

"She kinda has a point," Rhodey said as soon as Pepper was out of sight.

"I knew it!" Pepper yelled.

Ben

"Ben Tennyson."

Ben looked at the upper stands. Azmuth stood there with his tiny arms crossed. They had taken Ben's Ultimatrix.

"On what grounds did you have to mercilessly beat Vilgax?"

Ben's jaw dropped.

"You saying I should have just let him get away with hurting Helen?"

The said Kineceleran stood by the door. She was in her alien form, shifting uneasily from foot to foot.

"What did Vilgax do?" the Galvan asked, looking at Helen.

"Nearly killed me."

Azmuth looked at Ben.

"Why?"

"Have you not heard the news?" Ben asked walking over to Helen. "We got engaged."

"What about the earth girl, Julie Yamamoto?"

"We broke up months ago. I had started getting feelings for Helen long before even then. I popped the question a week ago."

Azmuth looked between Ben and the Kineceleran.

"But did it require you to nearly kill Vilgax?"

"I was trying to."

There was muttering around the room.

"Calm."

The one word brought quiet to the room.

Azmuth breathed out a frustrated sigh. "For your harsh actions, we are sorry to say that your rank as a Plumber has been terminated and your memories will have be erased. Sadly this will also include your memories of Helen Wheels."

Ben held Helen close.

"No. I accept the part where I lose my rank, but there is no way in Hell that you will ever erase my memories of Helen. I'm not going to allow it."

Helen glared at the Galvan.

"You're not getting anywhere near Ben!" she yelled. "I won't let it happen!"

She grabbed him around the waist and in an instant, both her and Ben were out of the building, Helen grabbing the Ultimatrix on the way.

"Let's get out of here," Ben said as he got behind the wheel of the Rustbucket.

"You cannot get away, Ben Tennyson."

He looked at the Ultimatrix. Azmuth's image was floating above the dial.

"You want to ruin my life! I'm not staying here!"

He thought about the metal man he had met a few hours ago. If luck was on their side, they'd make it to New York and get that guy's attention.

"Floor it, Ben!"

Ben jerked out of his second and a half trance and pulled the throttle all the way back. They took off with a speed that pushed them back in the seats.

"Sorry, Helen!"

"Don't worry about me! Worry about them!"

He looked in the rear display and saw five ships on his tail.

"I'm punching it!"

She held out her blue hand. He took it.

"Get us out of this place."

Ben engaged the hyperdrive and the Rustbucket took off into space towards Earth.

Tony Stark/Iron Man

"Tony? We have a strange reading."

Tony looked over at Rhodey.

"What?"

"That RV we saw take to the skies is about to land right on top of the Armory."

"Let them land."

Rhodey shook his head.

"That's not what I meant. It's about to slam straight into the Armory."

Tony got his suit on and flew outside to stop the RV's decent.

"This is gonna hurt," he said just before it slammed into him hard.

Just as he thought he was going to slam into the roof of the Armory, two more pairs of hands helped him slow and stop the momentum of the RV.

"Thanks guys," Tony said, glad for assist.

They sat the RV down before looking in through the windshield. Both the guy from before and the blue lizard creature were holding hands. Both were out like a light.

"Let's get them up to S.H.I.E.L.D.. They might be able to help," Tony suggested.

"No. You remember the thing that guy became when he was showing off. I'd hate to see him mad at us."

Tony looked over at Pepper.

"Don't even ask. This is the one time I'm with Rhodey and don't want to involve those guys. I'm sure they'd take her, and try to dissect her."

"Then what do we do? It looks like this thing has taken some heavy damage."

Rhodey looked at down and around before looking back at Tony.

"What about the Armory? We can get this thing into that opening in the back, right? I mean, the entire wall is down."

Tony looked at Pepper.

"Perhaps I can help."

Tony looked around for the voice.

"Down here."

Tony looked down and a little gray creature became known.

"I am Azmuth."

"Okay... Azmuth."

"Ohhhh! He's so cute!" Pepper gushed. "Can I keep him? Oh, please?"

"I am not a pet. I am a Galvan from Galvan Mark II. I have come with Ben Tennyson. I fear for his safety and have come to assist him."

Tony looked at the little creature.

"Is this thing for real?"

Azmuth climbed up War Machine and started working on the suit.

"H-Hey! Stop that!"

"I can't believe this thing is even functional. So many problems."

"Uh, Azmuth? Please leave that armor alone. It took me months to build it."

Azmuth looked over at Tony.

"You built this hazard?"

Tony crossed his arms.

"Yes. I built that armor. Now if you don't mind, War Machine and I need to take that RV into the Armory."

Tony placed his hand closed to Azmuth and the little Galvan jumped onto his palm.

"Now please don't start taking my armor apart."

He placed Azmuth on his shoulder.

The little gray Galvan just stood there with his tiny hands behind his back.

"Okay, Rhodey. Let's get this moved."

"On three."

"One, two, three!"

Both Tony and Rhodey lifted the RV and moved it to the Armory.

As soon as the RV was on the ground, Azmuth jumped off of Tony's shoulder and onto the RV.

"I must now assist Ben Tennyson. Please do not move them or this vehicle."

Tony looked over at Rhodey and Pepper.

"Until we meet again," Azmuth said, stepping on a spot on the hood. He then slowly lowered until he was out of sight, the hood closing after his head.

"This is not a regular RV."

"Really? It looks normal to me. Only it can sprout wings."

Pepper face-palmed her metal head.

"I don't know about you two," Tony said, walking away, the armor retracting into his backpack, "but I'm as sleepy as the Sandman."

Pepper took off her helmet.

"I'm with you," Pepper said, stifling a yawn. "The bad guys have been hitting everything hard."

Rhodey walked with Tony.

"I think I'll stay here and keep an eye on Azmuth. Make sure he doesn't completely take the Armory apart."

"Good idea, Rhodey. If anything happens, give us a heads up."

Rhodey nodded.

"Will do."

Ben

Ben woke up rather suddenly when he felt something crawling on his arm. When he slapped his arm, he hit something small but not a bug.

"Ben Tennyson!"

"Azmuth?"

"Yes. Now if you would be so kind as to let me up? I'm trying to disable the tracking beacon in the Ultimatrix."

Ben just took the Ultimatrix off and set it down.

"Why are you here, Azmuth? You know I'm not going to allow you to erase my memories."

"That is not the reason I am here. It seems that the council has been corrupted by an unknown source."

Ben watched as Azmuth started fiddling around with the Ultimatrix.

"Could you unlock the Master Control?"

"Seeing as we know nothing of our enemy, I suppose it would help our cause. But I will reset it after this affair has been resolved."

Ben looked over at Helen.

"Give me one alien. Give me the Kineceleran. Let me be able to become that alien anytime I want. Even without the Ultimatrix."

The Galvan looked at Ben before shaking his head.

"Very well, Ben Tennyson. I shall use the Ultimatrix to mix your DNA with that of a Kineceleran. But I must have the Ultimatrix back after this is done."

Ben nodded.

Azmuth fiddled with the Ultimatrix for a moment and then pulled off the faceplate. He then climbed up Ben's leg and up his chest. He placed the faceplate over Ben's heart.

"This will hurt."

Ben nodded and braced himself.

"What's going on?"

Ben looked over at Helen.

"I'm about to do something crazy. Now Azmuth."

"Azmuth?"

Ben then cried out in pain. The faceplate was shoved into his chest. In a matter of seconds his body was starting to change into that of a Kineceleran. Once it was over, he looked over at Helen.

"Congratulations, Ben Tennyson. You are now half Kineceleran."

Helen looked at Ben. He lifted his hands and looked them over.

"Now we're the same," he said holding out his hand to Helen.

She grabbed it and watched as Azmuth, holding the faceplate, jumped from Ben's knee to the floor to work on the Ultimatrix.

"Why?"

"So we can go the same path. And also so I don't have to worry about not being able to go hero. I can go hero anytime now."

Helen jumped up and over to Ben.

"That was stupid. You're already a hero."

"Yes. But I wanted to be with you, the same way you are. Besides, ever since I proposed, I was going to ask Azmuth to do this anyway."

"I see it was a request before these events."

Ben grinned down at Azmuth.

"How much longer?"

"I need to get some new materials."

Ben focused on his human form and slowly his body returned to human. Helen did the same.

"We are the same now," Helen said as she soundly kissed him.

Here it is. Chapter 2. I hope it's good. Please read and review.