A/N: Now I'm gonna be honest this, the seaon 2 finale Back With A Vengeance and ofc when Ben and Hope (Who hasn't been seen since the Lucky Girl chapter) finally realize how much they like each other are/will be my favorite chapters don't get me wrong, i love every single chapter I've written but this one and BWV (Back With A Vengeance) were my two favorite episodes. Kinda sad that Hope spent so much time hating Gwen, flirting with Kevin, and getting used by Micheal to not see anything in Ben. To answer your question Conan, will we see more potential love interests? Ofc it wouldn't be a Ben 10 story without them. Kai will appear in my BenWolf chapter which i renamed 'The Girl Who Cried BenWolf' it'll be season 3 episode 4 which would be chapter 23, now i won't say anything about that chapter, but it's gonna be awesome. Lucy, not really feeling her too much but she will also appear. Helen idk I'll have to see how i write her up. And Julie, to me, just me and this is my opinion. I never liked Julie. I always thought she was his worst love interest, but will we see her in the story? Maybe, maybe not. Once Season 3 begins, I'll start incorporating Alien Force into the mix.

Chapter 14: Grudge Match


It was a bright and sunny day, but something was amiss. The Rust Bucket was flipped onto it's side with smoke leaking from the hood. Inside the Rust Bucket Gwen and Max were in the front seats, semiconsicous to the attack that occurred a few minutes prior, but someone was missing.

Out in the nearby field, an ongoing battle was taking place. As Ben Tennyson in his Crystalsapien form known as Chromastone went flying backwards colliding into one of the windmills. He groaned in pain before his assailant made himself known.

"You are one sorry sight douche stone." Replied the voice of Kevin Levin who was trapped inside his mutated body of Ben's aliens.

"The name's Chromastone, and speaking of sorry sights have you looked in the mirror lately." Chromastone glared before getting back up and readying himself for Kevin's next attack.

Kevin glared darkly, "It's payback time for turning me into a freak."

"You were always a freak, Kevin. Now the ugly's just on the outside. Plus I tried repeatedly to help you, not my fault you don't take handouts." Chromastone retorted which didn't bode well with Kevin.

"Diss me all you want! I'm still ten times cooler than you! I've got all your powers plus my own! I'M ULTIMATE KEVIN!" He declared boldly before launching a beam of UV rays at him. The attack collided with the Crystalsapien who absorded the attack like it was nothing before glaring right back at the walking tank of a hybrid.

"Too bad that each of one of those is only a TENTH as powerful as mine!" Chromastone soon begun his advance on the alien who unleased a web from his unhinged jaw trapping the alien hero.

"Seriously!" He glared before burning the webbing off as Kevin charged forward his cape and hood taking the appearance of an antenna and moth wings. He grabbed the distacted crystallized alien before flying high into the air with him. Then twirling him around before letting him go as he watched him collide with one of the windmills below.

But Kevin's victory was soon shortlived when Chromastone had one of the windmills turbine blades in his hand and hurled it at him like a ninja star. Kevin went wide eyed before trying to fly away when the turbine collided with his midsection. Chromastone watched as he crashed landed into the field.

Kevin soon climbs back onto his feet before the two lock eyes. A slient nod is exchanged between them before they both charge at each other head on. As soon as the attacks were to be exchanged a large red beam appears from above, enshrouding them before lifting them away.

Gwen and Max climb out of the RV, having recovered enough to help when they find both Ben and Kevin gone, "Ben?"


In a dark room, the beam releases hold of Chromastone. The Crystalsapien gazes around before a spotlight lands on him, "What's going on?"

"Ladies and gentlement, it seems our challenger is from Earth!" A voice announces, Chromastone gazed around repeatedly for either his surroundings or Kevin.

The lights soon come on around the arena, Chromastone gazes around to find himself in the middle of the arena. He sees various alien species seated in the stands cheering loudly.

"Something tells me, I'm not in Kanas anymore." Chromastone retorts. When someone smashed into his distracted frame.

Chromastone rolls along the arena floor before righting himself to see who was trying to attack him. He catches sight of a droid with two scythes for hands. In another section of the arena, Kevin is also found battling the same droid.

Chromastone dodges one of its slices before catching the large appendage. He balled up his fist tightly before punching the scythe and shattering the blade into pieces, "Hm, usually I have to hold back when I fight to avoid killing someone, but I guess I can let loose every now and then." He took a stance before throwing his hands up infront of his face.

The opposing droid said nothing as it charged towards him, but Chromastone was faster and soon blasted him in his chest launching the droid backwards, "Made you look." He laughed as the cheering got louder.

In an adjacent arena from his, Kevin was scene dominating the scythe droid, he grabbed him with his crystallized arm before his vine tendril hand morphed into a blade and shoved it into the droid's skull. The droid stopped moving, when Kevin ripped its head clean off. He dropped the body before his mouth opened wide and a sonic scream followed soon after destroying it's body into pieces.

The crowd soon cheered for the mutant hybrid as the teenager boasted his strength for the whole ship too see. Back in Ben's arena, he was dodging various strikes sent to him by the droid. He stuck his hand out before catching the blade. The droid pulled hard trying to free itself when the Crystalsapien cocked his arm back and his body started shining brightly with multi colored lights.

"Die." He muttered darkly before shoving his glowing and radiating fist into the droids head. His fist passed straight through the droids head before using the unstable radiation and made the droid's head explode into pieces.

He dropped the droid before hearing the announcer, "The challengers from Earth seem to be unstoppable! BUT LET'S SEE THEM CHALLENGE THE RAMPAGING MONSTER!"

Chromastone raised an internal eyebrow before hearing something roar loudly. His badge started flashing red and soon reverted back to normal in a red light. Before Ben could even comprehend what was happening the lights that were shining away from him and towards the opposite end of the arena where the walls dropped. Ben could see a bewildered Kevin.

"Tennyson." Kevin glared before striding towards the human.

"Levin." Ben returned the glare as the two met in the middle

"Seems the Challengers from Earth know each other, but do they know this CHALLENGER!" The announcement broke them from there staredown to the lights shining behind them.

Tennyson and Levin gazed behind them as the doors started opening the two watched curiously as footsteps drew closer, "What's happening?" Ben asked.

"I don't care, bring him out!" Levin replied boldly before a middle-aged man came out. He had wrinkled aged skin, red blood shot eyes, long black hair with a beard to match. He was lean with a faded four pack. His ribcage was showing brief signs of hunger. He had nothing to wear, but pair of long orange pants, that was covered in black and red stains, his feet were bare as he dragged himself along. Ben could make out a black device strapped onto his right pectoral.

"GIVE IT UP FOR ONE OF OUR REIGNING CHAMPION'S: ABOMINATION!" The announcer responded before the lights reigned down on the old man.

Ben's eye's went wide, first in fear and then in shock, "Uh-oh." Ben soon started backing up when Kevin started laughing hard, "Kevin, this is bad! Stop laughing!"

"It's an old man! I can take him with both arms tied behind my back, blindfolded!" Kevin boasted before the wall the mutated teenager walked through closed tightly. The wall behind the old man named Abomination shut tightly aswell.

Kevin kept on laughing as Ben was panicking, "This is bad, we need to get out of here! KEVIN THIS ISN'T A FUCKING JOKE! STOP LAUGHING!"

Kevin laughed even harder as his gaze fixated on the old man never wavered. He sighed in contempt before glaring at the old man, "Whew, that was a good laugh, but now it's time to die."

The old man's lips widened until the duo saw his yellow teeth. He smiled sadistically, "I couldn't agree more." He croaked. He gritted his teeth before he dropped to his knees in pain. He growled loudly before Ben and Kevin heard the bones in his body snap like toothpicks.

Ben backed up in fear as he and Kevin watched the transformation happen. His sickly pale skinned turned a pale faded green, his body grew ridiculously large, his small arms grew longer with yellow claws. His arms looked like the size of a tree trunk. His bloodshot red eyes turned a sickly yellow color. His spinal cord grew outwards. His orange pants shredded to pieces as his large legs extended outwards putting him over at least 6'8. The bones in his elbows, knees, and Achilles heel extended outwards. On his ears were fish like fins. He was twice Kevin's height and about the size of a redwood tree. After the gruesome transformation ended he roared loudly.

Ben's skin turned white as a sheet of paper, even Kevin didn't say anything, his eyes were wide as saucers from seeing the old withered man transform into a gruesome monster, "Still...think...this...is...a...joke?" Ben whispered stuttered.

Kevin was backing up aswell, "What do we do, Tennyson?" Ben knew there was only one thing they could do, he grabbed hold of his favorite jacket before tearing it off from his body. He threw it onto the floor as he grabbed hold of his white T-shirt and pulled it over his head before dropping it onto the floor along with his jacket, "What the hell are you doing, Tennyson?! This isn't the time to be taking your clothes off!"

"It isn't like that, dickhead! I don't want my clothes getting damaged during the fight." Ben replied cracking his neck and loosening his muscles.

"You're joking right? You actually want to fight that thing?!" Kevin baulked.

"Kevin, I know we both hate each other, but we're gonna have to put our differences aside in order to defeat him." Ben kept his face stern as the Abomination chuckled menacingly.

"You must be out of your mind if you think I'm gonna work with you! Need I remind you, I have all your powers. I can take this guy myself!" Kevin boasted before shoving Tennyson out of his way.

"No you don't! You're not gonna win, Levin! LISTEN TO ME!" Ben shouted angrily as it fell on deaf ears. Ben sighed before watching the mutated teenager charge forward, "Fucking idiot, one person in the universe, I have to fight with and I'm stuck with him." Ben soon activated the Omnitrix before gazing through his playlist.

Abomination roared angrily before charging forward aswell. Neither monster slowed down as they leaped they met halfway, but Abomination proved to be stronger as he punched the mutated teenager off his feet. The large monster growled as he watched the mutation scramble back to his feet. He then blasted him with balls of flames, Abomination charged swiping through the flames of fire before grabbing hold of the Methanosian arm and punched him straight in the gut making his heart skip a beat. Kevin grasped his chest in pain before the large monster reeled his large arm back and smashed it into Kevin's face. The teenager collided with the ground face first before a large foot was slammed onto his chest.

SpiderMonkey swung through the air on his webs, he reeled his arm back and punched the large monster. Abomination turned around slightly at the unflinching punch he felt, "Shit." The Arachnichimp's head blared to life as the large arm was launched toward him. SpiderMonkey flipped over him before webbing his face. Temporary blinded, Abomination reached for the webbing and tried to tear it off. Kevin soon recovered before slamming his Methanosian arm into the ground. Thorn like tendrils erupted from the ground around the beasts arms binding him tightly. Kevin raced off first and punched him hard in the face, SpiderMonkey cocked back his arms and punched him aswell. Abomination blinded and restraint felt the blows of his opponents increasing by every strike.

Abomination tore through the tendrils like paper, grabbed the webbing and ripped it off before seeing Kevin launch his next attack at him. The large monster caught the punch before seeing the mutated teenager go wide eyed. Before he could try and punch him, Kevin opened his boxed amplified mouth and let out a massive sonic scream. SpiderMonkey covered his ears in pain, his senses were going berserk due to the Sonorosian sonic scream.

The large beast released his hold on Kevin, before dropping to his knees and covering his ears in pain. SpiderMonkey tried to move or attack, but the Sonic Scream was overloading his senses, 'Damn, my heightened senses. Gotta get closer.'

Abomination roared in pain as Kevin intensified the scream, SpiderMonkey was gritting his teeth in pain as his ears felt like they were bleeding, knowing he couldn't take this kind of pain. He slowly reached for his badge before tapping it.

SpiderMonkey started shrinking and was soon engulfed in a white containment suit. A pair of headphones rested ontop of his head, with a grey visor with his emerald eyes shining behind them. The headphones were connected to a backpack on his back with the number 10 on it. On his legs resembled cassette tapes. On his forearms were grey bands with green sound holes in them. A large black line took up most of his face went down his face and towards his neck where it stopped. His fingers were black, as a black line encircled his knee and the bottom of his feet. On his shoulders were two black lines as they raced down his back and resumed around his waist and formed a giant black circle in the middle of his chest where his Omnitrix badge resided, "ECHO ECHO!" The Sonorosian exclaimed as four clones hopped out of his body.

The Sonorosian glared at Kevin. He soon duplicated himself from five to twenty, "You guys know the plan, get to it!" The main Echo exclaimed before ten went after Kevin and the other ten went after the Abomination.

Kevin noticed a faint green flash and was soon surrounded by ten Sonorosian clones. He soon released his attack on the beast, "What do you think your doing?!"

"You're going too far!" Echo #2 replied.

"It's either him or us!" Kevin yelled.

"That doesn't matter." Echo #5 exclaimed.

"Get out of my way, Tennyson. Just because we're working together doesn't mean, I won't kill you next." Kevin glared.

"We'd like to see you try." Echo #10 answered before the group of Echoes raced off to keep Kevin pinned down.

The Abomination looked paler than before due to the color being drained from Kevin's unrelenting attack. Until he noticed he was surrounded by small suited aliens that looked the same, "Why are you helping me? I'm the enemy."

"You may be the enemy, but you don't deserve to die." The main Echo answered before Abomination started getting back to his feet towering over the tiny sound alien.

"That was a bad choice." Abomination glared before slamming his large tree trunk arms into the ground.

"I wouldn't be too sure on that!" Echo Echo replied before they all launched onto him, "Got you! Got you! Got you!"

Kevin blasted UV rays from his left palm and reduced the Sonorosian clones into ash. He turned his attention back towards the Sonorosian's who were being tossed around by the large monstrosity. Kevin charged forward before shoulder tackling the monster in his back, flinging the Sonorosian clones onto the ground. The clones rebounded before watching as Kevin drew his attention away.

Abomination glared at both of them before they both exchanged silent nods towards each other. The remaining three Echoes stood side by side before they let out a massive sonic scream as did Kevin from the other side. Abomination roared in pain again, trying to cover his ears to drown out the ear shattering sound. Kevin punched him hard in his jaw sending the large monster into the arena floor. Echo Echo tapped his badge as he was transformed yet again. Humungousaur soon took his place before roaring loudly. He gritted his teeth in anger before his armor grew denser, stegosaurus plates grew from the top of his head running down his back. He grew till he was also sixty feet tall.

He slammed his fist into the beast repeatedly. Kevin stepped back as another punched landed right ontop of the Abomination and then another and another. Humungousaur roared as he started destroying the arena floor as he beat the monstrous beast into submission. He only stopped due to the Omnitrix reaching it's limit. He stepped back before as he was soon engulfed in a flash of red light. Ben stood over the beaten old man who was reverting back to normal.

Inside the control room, he watch in fascination at the teamwork these two demonstrated, "I want us traveling at lightspeed in the next three minutes. And get those two some food, bet there hungry."

The subordinate nodded before carrying out his orders. Down below in the arena, Ben dropped to his knees clutching his chest tightly as he felt himself hyperventilating. Kevin watched from above when the two enemies were soon beamed away. Kevin and Ben landed inside a darkened room, it had a row of table with seats to the left. Ben didn't say anything as he put his shirt and jacket back on.

When the droids in the room rushed over to the duo holding lances and attached two circular objects onto there chests. And soon went back to entrance as nothing happened. Kevin glared at Ben before snatching the teenager off his feet and slamming him into the wall.

"This is all your fault!" Kevin yelled angrily which made Ben's expression harden.

"My fault? It's my fault we got beamed up here and almost killed by an insane monster?" Ben was getting fed up with Kevin.

"Anything that's happened to us is your fault!" Kevin yelled as he conjured up a flame, "Since no one's here to stop me, I get the pleasure of finishing you myself!" Before he could even burn him, Kevin felt an electric discharge course throughout his body which forced him to let Ben go.

The doors to the other side of the room soon opened as other challengers piled into the room and collapsed. Ben gazed at the variety of prisoners before gazing at Kevin.

"We need to get out of here." Ben responded firmly.

"Sorry to disappoint, but this is your home now." One of the prisoners answered.

Ben gazed out the window at the floating blue and green planet below when suddenly the ship rocketed forward at blinding speeds. The stars looked to be extending like lights, "NO!"

"Seems we've left your planet's atmosphere." One of the challengers replied as Ben deflated in sadness.

"Grandpa Max. Gwen. I'll never see them again." He mumbled as he slumped against the table before a siren echoed out into the room.

"What's that noise?" Kevin asked.

"Lunch time." The challengers and Kevin soon climbed onto the table as purple trays dispersed from the ceiling as purple piles of goop landed onto the tray.

"Ew, what is this?" Ben asked before watching as the other challengers started gulping the slop down.

"Better eat soon, before Technorg demands for his offering."

Kevin raised an eyebrow, "Who's Technorg?"

Before any of the other challengers could respond heavy footsteps echoed out through the corridor. The challengers, Ben, and Kevin watched as the doors slid open as the footsteps drew heavier and closer. They soon dropped to their knees, bowing there heads.

"Aside from Abomination, the other reigning champion is Technorg." He explained, "It'd be wise to show respect."

Ben saddened by his situation didn't wanna cause any problems, okay that was a lie, he just needed to find a way to get off this ship. So he hopped from the table and bowed his head in respect. Kevin didn't even move an inch when Technorg walked into the lunch room. Ben looked him up and down.

Technorg is an average looking Detrovite. He has yellow eyes with dark orange around them, two horns growing out of his chin, sharp teeth-like lips, a strap around his torso, grey metallic pants with black lower legs, and a very muscular orange body. He has a large mace in place of his left hand with a cybernetic implant covering his left shoulder and pectoral.

'He looks alot like Vulkanus, they must be of the same species.' Ben thought before Technorg took the tray and gulped down the slop in a literal second then crushed the tray before grabbing the next one and slurping it down soon crushing the tray. Technorg grabbed another tray and slurped it down and launched the tray away. Kevin smirked evily before using his Arachnichimp's tail and grabbing Ben's tray and slamming the slop into Technorg's face.

Everyone went wide eyed in horror when Ben glared at Kevin, "Woah, major disrespect. You gonna take that from him." He pointed at the Omnitrix wielding teenager. Technorg growled before grabbing the teenager tightly. The Detrovite brought the teenager up to his face glaring at him.

"Look, I don't wanna-" Ben was soon cut off when Technorg blew compressed air into his face. He then tossed him along the table. Ben went sliding against the table colliding against the trays and hitting the wall and slamming onto the floor. Kevin chuckled lightly as Technorg advanced on the teenager. Ben wore a dangerous glare, "Thats it! You wanna fuck with me? Then I'll give you the beating you'll never forget!" Ben soon activated the Omnitrix and slammed his hand onto the faceplate.

A bright emerald light flashed throughout the lunch room, as Technorg was soon punched backwards. The Detrovite slid backwards when he caught sight of Humungousaur who glared darkly at Technorg. Humungousaur tightened his fists and urged him forward. The Detrovite raised his large wrecking ball hand and charged the Vaxasaurian. Humungousaur soon charged as well the two meeting in the middle, before they including Kevin were beamed back into the arena.

Ben was losing his sanity, first Kevin shows up and attacks them, Him and Levin were then beamed off to be Gladiator's for someone's entertainment, he beat the Abomination into submission, the ship leaves his atmosphere and he has no way of getting back home, and Kevin was working his last nerve.

Humungousaur looked up before finding himself back in the arena with Kevin and he looks down to see there feet handcuffed together and Technorg was standing across from them.

"Greetings earthlings, I am Slix Vigma! I brought you here to fight! Let's hear it for our earthling challengers they took down one of our champions, but can they defeat our other champion Technorg!" Slix wears a long robe to hide his small legless robot body. He has long arms with incredibly long fingers/claws that are also hidden under his robe, along with his small tail like appendage. He also wears a small cloth over his voice box.

Humungousaur gazed at the robot who was basically in charge of this place, 'After I put him down maybe if I use JetRay, I should be able to get home, but I don't know if JetRay could survive the vacuum of space.' He thought before he gazed down to see the energy chain on his foot and Kevin's foot.

"Great, I've grown a dork." Kevin mumbled before trying to separate his foot from Humungousaur

"Kevin, right now, you're working your way up to number 1 on my ever lasting shitlist. If I can't get home, I'm gonna spend however long beating the ever loving shit out of you." Humungousaur glared.

"Tennyson, I'm gonna make you eat those words!" Kevin yelled, but before they could even fight each other Technorg beat them to the punch tackling the both of them.

"You will never escape this place!" He smashed his large wrecking ball into Humungousaur's chest before spinning around and slamming it into Kevins face. The duo was soon launched onto the other side of the arena.

"Hey dumbass. Why don't you use Big Chill's intangibility and phase out of the cuff." Humungousaur retorted before Kevin glared at him.

"Shut up! Don't tell me what to do!" Kevin yelled before his large body disappeared from sight, Humungousaur watched as Kevin reappeared next to him out of the cuffs.

"See, easy right." Humungousaur retorted before Technorg slammed his large hand into the wrecking ball, but it seemed his Tennyson Luck never ceased to amaze him because his badge started flashing red and in a red flash, he reverted back to normal.

"Great, thanks for timing out!" He glared at the Omnitrix before watching as Technorg charged towards them. Kevin soon met him halfway before the two started trading multiple blows with each other. He soon activated the Omnitrix before circling through his playlist before landing on his selection.

He slammed his hand onto the faceplate before becoming engulfed in an emerald light. Kevin and Technorg paid Ben no mind as the Detrovite smacked the mutated teenager onto the floor. Kevin's eyes started glowing green before neuroshock lasers collided with the Detrovite's chest.

Ben's face and skin was turned a dark blue with black racing stripes around his emerald eyes and fanged mouth. His head extended outwards by six feet becoming wrapped in an armored cone helmet. His attire was morphed into a black and white sleeveless jumpsuit. The collar around his neck was white, he gained black shoulderpads attached to his lean shoulders. On his elbows were extended sharpened bones. On his hands were three long black claws. His legs were armorfied as both of his clawed feet stood on two circular black orbs. On his back he had two blue dorsel fins, with three smaller ones racing onto his black tail which had five blue stripes. His visor soon slid over his face, the visor like the rest of his head was black, but there was blue screen that could see his shining emerald eyes. The Omnitrix badge appeared in the middle of his armored chest, "XLR8!" The Kineceleran exclaimed before his visor slid downwards and was soon off in streak of black and blue.

Technorg pushed through the neuroshock blasts before grabbing hold of the mutated teenager's face. He lifted Kevin off his feet who kept throwing punches into his chest. Technorg raised his wrecking ball and was about to hit Kevin with it, when a blur smashed his clawed hand into Technorg's face. The Detrovite wobbled back as Kevin's phased out of the Detrovite's grip before rematerializing and kicking punching the Detrovite hard.

Technorg groaned in pain before XLR8 jumped up and kneed the large alien in the face then whipping around and smashing his tail into his face. Kevin opened his mouth and out came another sonic scream that collided with the Detrovite's back. XLR8 raced around the arena as Kevin kept him pinned down as the Kineceleran built up speed. Kevin punched Technorg hard before sending him wobbling back when XLR8 flew past him and slammed his clawed into the Detrovite's face knocking him out.

XLR8's visor slid upwards before Kevin joined him, he then got a good look at the newest alien, "Well looky here, your not a one trick pony."

"Hahaha, funny." His replied as Slix's voice erupted out.

"BEHOLD OUR NEWEST CHAMPIONS! But we have no use for losers, end him." Slix boasted and gestured for them to kill Technorg.

Kevin smirked menacingly, before his hand morphed into a tendril sword, "Gladly." Kevin soon advanced on Technorg when XLR8 was infront of him in the blink of an eye.

"What do you think your doing?!" XLR8 questioned.

"Gonna finish him. That's what winners do. Now get out of my way." Kevin replied.

"I won't let you kill him, Kevin. Stand down."

"I don't take orders from you, Tennyson. Now get out of my way or you'll be next."

XLR8 had no intentions on moving. He slid his visor downwards, "Then I guess you'll have to make me move." Kevin and XLR8 glared at each other daring the other to make a move.

Slix watched in fascination before becoming bored, "Alright enough you two. He can live for now." Slix then beamed the three aliens into the cells down below.

XLR8 found himself in a prison and across from him was Kevin. The Kineceleran gazes around quickly trying to analyze everything inside the cell. He gazes over to the pacing mutated alien, "Kevin, I have a plan to escape."

"Oh goodie, this should be interesting to hear." Kevin remarked in a sarcastic tone.

"Hey! If your planning to escape let us in on it!" One of the prisoners yells and soon everyone agrees to initiate the escape. XLR8's badge starts flashing red before he reverts back to normal.

"Alright, when we're released for lunch, here's what we'll do..." Ben says.


Once inside the Lunch Room, Ben slinks off to the corner of the room. When Technorg walks over to him and bows, offering his food, "What are you doing?"

"You saved my life, i will serve you as my master." Technorg replies before bowing his head.

"Don't, we'll be escaping soon. So get ready, alright?" Technorg nods before Ben looks around the room and nods to Kevin. Who soon starts rampaging around the lunch room when the aliens soon pile ontop of him. The gaurds abandon there posts to break up the brawl.

With the gaurds distracted Ben soon activates the Omnitrix and slams his hand onto the faceplate. Ben's skin turned a violet, dark blue, and black color. He grew an additional third emerald eye above his nose. His hands turned into claws and his feet into talons with only three toes; two in the front and one in the back. His entire body was wrapped in an old raggedy dark blue cloak and hood with light blue spot patterns scattered around which then unfurrow and become his wings and antenna. His shoulders, chest, and thighs grew armor plating on them. The Omnitrix badge appeared in the middle of his chest, "BIG CHILL!" His eerily ghostly voice erupted.

Big Chill turned intangible before rushing towards the gaurds and freezing them in place, "You all need to chill out. Me and Kevin will go out and take out the gaurds in the corridor. Till i give the signal, you will all wait here."

The prisoners nodded before Big Chill and Kevin turned intangible and flew out the lunch room. The Necrofriggian and the mutated teenager flew and froze various robots. It had been ten minutes before the duo stopped infront of a door before the two of them rematerialized.

"You ready for this, Tennyson." Kevin looked towards the Necrofriggian.

"You can say that, but I just wanna get home. So let's make this one count." Big Chill lifted up his fist and Kevin hesitated before returning the fistbump. The duo phased through the large steel doors before finding themselves in them control room.

"What are we looking for Tennyson?"

"The escape pods. They should be here." Big Chill answers before the giant window displays the entire arena. The duo glanced around the control room searching for the escape pods when Slix's voice echoed out to them.

"Seems we've got two pests running around the ship." Slix glares from the large screen. Big Chill and Kevin walk towards the window to see Slix's face on the large monitors, "Sorry to disappoint, you pathetic worms, but you'll never escape this ship. Alive that is!"

He then showed them the trapped aliens, "Let's see if you can save your associates or escape."

Soon the doors behind the pair of aliens were more drones, "You deal with them, I'll rescue the aliens." Levin nodded firmly before rushing off to deal with the approaching drones.

Big Chill gazed down at the trapped aliens and knew exactly how to help them. He phased through the window before freefalling below, he blasted ice from his hands and slid down it like a slide. Big Chill used the ice to freeze the approaching droids.

"Run!" Big Chill replied before leading the alien prisoners to the escape pods he found. As they approached the arena's doors. Big Chill blasted a thick coat of ice at the door before Technorg smashed through it shattering it like glass.

Big Chill flew above them as he lead them towards the escape pods after ten more minutes, the prisoners soon boarded each of the escape pods. Big Chill landed on the ground before reverting back to normal in a red flash of light. Technorg was by his side, "You should go back home Technorg. Your free."

"My place is by your side, i live to serve you, Ben Tennyson." Technorg answered.

Ben smiled, "As your master, I order you to escape."

Technorg gazed at him before nodding and climbing into one of the escape pods. When he did Ben was about to climb into one when Slix appeared and grabbed the teenager.

"YOU! I WILL PEEL THE SKIN OFF YOUR FLESH!" Slix gripped the boy tightly before a large vined hand gripped Slix's head tightly and melted it. Ben dropped to the floor to see his rescuer.

"Kevin? You saved my life?" Ben questioned skeptically.

"Sure, why do you think I put up with all you losers. I just wanted the pleasure of waxing you myself." Ben's eyes widened in shock at the revelation before running but a thick coat of webbing launched from Kevin's mouth, hitting the brunette as he collided with the wall, "Your lapdog Technorg isn't here to save you!"

Ben's arms bursted through the webbing trying to get the Omnitrix working, "After I kill you, I might take the watch for myself so anything you can do. I CAN DO BETTER!" His Methanosian arm morphed into a tendril sword.

"WORK!" Ben yelled before Kevin pulled his blade back and thrusted it forward. The faceplate soon launched upwards. Without hesitation Ben slammed his hand onto the device becoming engulfed in an emerald light.

"You can't do anything better because I've still got a few tricks up my sleeve." Ben's gruff voice responded as he shielded himself from Kevin's attack who backed up in shock yet again, "I don't you've been introduced to CANNONBOLT!" The Arburian Pelarota climbed off the wall and rolled himself into a ball.

The armored ball rolled around the room before Kevin blasted a turrent of flames at him, who dodged the attack and soon hit the doors to the empty pods and started bouncing off the very walls. Kevin started swinging wildly in the air before getting angered at him, "HOLD STILL, CREEP!" Kevin yelled.

"New game it's called dodgeball!" CannonBolt yelled before he came flying straight at Kevin hitting him straight in face. Then colliding off the wall and hitting him in the back.

CannonBolt hit the door before hitting Kevin straight in his chest sending him crumbling into the wall. CannonBolt had seen all the pods had been taken. He looked over to find a recovering Kevin. He rolled himself back into a ball before colliding with Kevin head on and knocking the mutated teenager unconscious enough for him to escape.

CannonBolt tapped his badge and switched into Humungousaur before gripping one of the doors tightly and prying it open before seeing the vast open air of space. He knew the gamble's and the risk on this, but he had to get back home and hopefully this plan would work. He leaped into the vast wonders of space before watching the door behind him slammed shut. Humungousaur tapped the badge before turning into the red, black, and white manta ray alien. The horns on his face closed in around his mouth before he zipped off.

JetRay went wide eyed as he could fly around in space and smirked happily knowing his plan had worked. Now to get home! Soon the Aerophibian zoomed at breakneck speeds before a hole appeared infront of him. He zoomed through the possible wormhole or something he created before coming out the other side and the blink of an eye. He looked down to see Earth below and zoomed towards the planet.


"Grandpa, where did Ben disappear off too?" Gwen asked worried for her cousin.

"I don't know, Gwen." Max was equally worried. Ben had disappeared over a week ago and he hasn't shown any signs of returning.

Max and Gwen had decided to stay in the field where they were attacked incase Ben turned up. Max had used his Plumber connections to search for Ben through the Omnitrix, but nothing came up.

"It makes no sense on how he disappeared!" Gwen yelled grabbing her hair and pulling it tightly.

Max hadn't called his son or his daughter in law about there sons disappearance. He was beyond worried and had no idea how to get intouch with his grandson. When a ping noise gained the duos attention. Max and Gwen gazed at each other before rushing outside when a manta ray came flying towards them. Max and Gwen went wide eyed in shock as they rushed towards him.

"BEN!" JetRay soon landed before reverting back to normal where he was engulfed tightly by his grandfather and cousin.

"Ben, where've you've been?!" Max questioned the boy.

"It's kind of a long story, how long have I been gone?" Ben replied sheepishly.

"Ben, you've been gone a week." Gwen answered before Ben went wide eyed at the revelation.

"A we-week! No way! I was only up there for a few hours!" Ben stuttered.

"Up where?" Max asks.

"In space." Ben answers as they both went eye wide, "Come on, I'll explain the story." The trio soon climbed into the Rust Bucket and Ben began his tell of his journey in space.


On Slix's ship, the old man was nursing his bruises and broken bone, before a faint orange spark flickered infront of him. He watched as a large orange portal opened infront of him. The old man scoffed before two figures stepped through said portal.

"When you gave me this mission, I thought you were bullshitting, but that kid can pack a punch." He chuckled before hissing in pain.

"Well, what can we say, he's a rambunctious one." He chuckled lightly.

"Yeah, now you tell me-" He shuffled his long black hair from his eyes, "Paradox."

"My, My, Emil, we told you didn't need to hold back." Paradox reminded.

"I didn't. The kids partner hit me with a sonic scream and basically it was lights out for me." Emil replied firmly.

"Ah Kevin, is he still here?" The second person asked.

"Yeah, taken over the ship. Why so curious, Strange?"

"No reason, we need Kevin here to meet Vilgax." The reknown Sorcerer Supreme; Doctor Strange answers.

"Why is it important that psychopath meets the crazed warlord?" Emil raised an eyebrow at them, "What are you two planning?"

"Let's just say, a war is coming. Now we need our two kings to meet and then it'll set the stage for our next piece." Paradox replied hinting at certain upcoming storm.

"Sounds like a crazy thing you two are planning." Emil replied before standing up.

"Precisely, now shall we get you home, Emil?" Paradox offered.

"Yes, get me out of here." Emil demanded before Paradox chuckled.

"Wanna do the honors, Stephan?"

Strange said nothing before opening a portal back to New York and helped Emil through it before Paradox himself stepped through. The orange portal soon closed behind the three men.


To Be Continued...

A/N: Now ik what your thinking it feels abit rushed believe me the flow of the chapter does but it's not. The ending alittle rushed. So what'd you think of Emil Blonsky's cameo in the story. Ben's little melt down and Kevin basically testing his patience. I did twist the chapter abit some things to expect some you wont expect. Like for example in the og series; Ben made it to the escapepod before they hit lightspeed. Mine already hit lightspeed so he was trapped on the ship. Technorg saves Ben from Kevin's wrath. Mine Technorg didn't appear. Instead i had Ben knock him out so he could escape. Then we got our first look into Jetray's hyperspace ability. Also the fact that Ben was missing makes it better since time moves differently in space. Btw Technorg will return.