"Looks like we beat the crowd," a man stepped out of a seemingly old RV, stretching his body from the long ride that he'd made.

"Yeah," a girl peeked from behind him, short red hair clipped to her side and green eyes staring around confused and bewildered, "You sure we are in the right place Grandpa?"

The old man smiled and answered, "Tomorrow, this place will be crawling with Gator-Fest fans." With that he continued walking forward allowing the young girl to take a step out, the latter hesitating as she looked at the dreary and doomy swamp that they were waiting at. For as far as she could see, there was no hints of life except for the croaking of frogs and the bubbling of water.

She took a step forward and instantly regretted it the moment her shoe landed in a puddle, drenching her sole and socks. To make matters worse, she saw a small shrub moving with what seemed to be an animal. Nevertheless, she was not interested in discovering what the source was.

Walking to the front of the RV that they called Rust Bucket, she noticed her cousin carrying a screwdriver as he began tweaking on the device that was attached to his hand. A watch with a wide band sat on his wrist, the faceplate having a green hourglass symbol surrounded by grey faceplate.

"What are you doing?" she asked, frustration seeping out of her voice.

Without even sparing a glance, the boy replied, "Who knows how many more alien hero dudes are inside this thing. I just have to figure out how it works."

"You shouldn't mess around with that thing, Ben," she said, gesturing at the watch, "You're just asking for trouble."

"Just chill out! I know what I am doing."

"That'd be a first," she retorted as the old man stepped behind her and noticed Ben fiddling with the watch.

He began, "Gwen's right, Ben, I want you to promise me that you'll take it easy on the Omnitrix."

Sighing, Ben conceded, "Ok grandpa."

"Now, don't stay up too late," Grandpa Max smiled as Gwen and he retreated back into the RV, "Tomorrow's a big day. Goodnight."

As soon as they were out of eyesight, Ben began prying into the edge of the faceplate of the Omnitrix and with immense amount of pressure, popped the faceplate off the Omnitrix. Green lightning flashed across the faceplate as it landed on the ground and Ben felt proud of making progress till the tower of the Omnitrix snapped out of the band and rotated 180 degrees and an ball of blinding green light erupted from it, encompassing the entire area with green light.

Within a millisecond, the light disappeared, leaving behind traces of green lightning that seemed to be powering the faceplate that stuck itself on the ground. The force and surprise caught Ben off guard as he tripped and fell on his ass.

Looking at his watch, that seemed to be stuck with a partial diamond formation, and the faceplate that had green lightning flashing around it repeatedly, he thought out loud, "Aw man, I am gonna get so busted if anybody sees this."

Right on cue, the duo rushed out of the Rustbucket and Grandpa called out, concerned, "Ben!"

"What was that?" Gwen asked as the two walked towards Ben. The latter quickly picked up the faceplate and faced them as he hid the Omnitrix and faceplate behind his back.

"What was what?" Ben answered sheepishly as he tried to weasel his way out of getting busted.

However, Grandpa Max continued to question him, "What was that noise?"

"Uh, lightning?"

"There is not a cloud in the sky," Gwen quipped back as she looked at him suspiciously.

"Uh," Ben pondered, "lightning got rid of them."

"He's up to something Grandpa," she declared finally.

Ben groaned and complained, "Ugh, you're so paranoid. She's just trying to get me into trouble!"

"Okay, that's enough! Let's go, both of you. Bed time."

As Gwen and Grandpa Max turned to return to the Rustbucket, they heard a loud crash nearby. Turning to look at Ben and seeing his shocked expression, they headed towards the source of the noise. The two began sprinting while Ben, forgetting that the faceplate was detached from the Omnitrix, pressed the activation button and, without looking, slapped the tower back in the body. There was a burst of green light and Ben found himself running faster than ever.

The three looked at his form: the mask that covered his face glowed blue almost like flames and he felt the flames breezing on the tip of his head as well, although, it wasn't hot. It felt more like static or electricity. His torso was armoured with green strips – the same as the strips on Upgrade. His wheels on his foot were enlarged and almost reached his knees with static flames covering it as well.

"Oh what?" Ben exclaimed as he looked at his form, "Is this a new alien?"

"Ben!" Grandpa Max called out.

Gwen continued, "We gotta go and check what that crash was."

"Right, on it." The visor covered his face and he sped out of the clearing towards the direction of the noise, faster than he ever had been with XLR8. As he got closer to the spot of noise, he tried slowing but he was too fast and he tripped and crashed into a tree.

"Ow," he groaned as he timed out and turned back to Ben, rubbing the back of his head, "not cool."

Rushing to a crater in the middle of the clearing, Ben noticed a figure sprawled in the middle, unconscious and smoke coming from him. There were charred marks on his chest where the orange t-shirt that the boy wore was ripped and his pants were close to burning with the last of the flame extinguishing.

Ben asked, in surprise, "What the hell?"

His raven hair that was a mess with tanned skin gave Ben the impression of a swimmer. The vague shape of abs on his abdomen made him jealous as he pouted. There was movement along the edge of the clearing and Grandpa Max and Gwen rushed in, panting heavily.

"Next time dweeb," Gwen began, "don't rush without us."

"Who's that?" Grandpa said as he got straight to the point and slid down the crater, next to Ben. Gwen followed shortly after, keeping a distance from the body, although her eyes did occasionally glimpse at the toned body that was visible from under the remnants of his clothes.

"I don't know," Ben answered, "I just got here and he was lying unconscious down here."

"Do you think its because of the lightning?" Gwen asked.

Ben didn't notice the trap as he asked, "What lightning?"

"Oh you know," Gwen smirked, "the one you lied about just before."

Ben stepped back, surprised before narrowing his eyes and was about to say something but Grandpa Max butted in, "Stop it both of you. He is breathing so lets take him back to the Rustbucket. He is the only one who can answer the questions. Also," he paused to look at Ben's Omnitrix, "we will talk about the Omnitrix."

A/N: Prologue completed. Blame Orioles2131 and Silver1119 for encouraging me to write this. Check out their works. They are going to be linked future in the story so make it easier to get familiar with each other's stories as well. Please follow, favorite and drop a review. It would be highly appreciated. The episode that this chapter started for OG Ben 10 series is Dr. Animo and the mutant ray. It will span for a few more chapters so hang with me.