Ben 10: Cosmic Encounters Chapter 3, a ben 10 fanfic

By The Cthonaut

Ben 10 Fanfiction

All rights to Ben 10 belongs to Man of Action and Cartoon Network, including majority of characters

Authors Notes

Here we are!!! Chapter 3. Now it's time to kick it into gear. I don't want it to be too much filler like Omni-Legacy was, which I plan to FULLY rewrite from scratch in the future. I also decided to give you all a longer chapter to hold you off until I get some other stuff up to date. But for now, we have this. I hope you all enjoy and please share the story.

Chapter 3: Shattered

Ben was barley standing as he held his side. Blood coming from his chest. Damn, he got struck good. His clothes were torn and the Omnitrix was cracking and spitting, basically on it's last legs, He slowly looked up as Vilgax approached him. "This is the last time, Tennyson. Our final battle. Your pathetic transformations and your friends will not save you this time…"

Ben spit out a glob of blood. "So…let's go all out…for old times sake, Squidface…" He smirked as he held up his fists.

Vilgax smirked and charged at Ben, with the hero doing the same.

But…how did these two get this way? Let's rewind back to the beginning of that very day.

*Hours Earlier*

Ben and Helen arrived at the base by teleportation, hand in hand. A few years back, the base was under attack by Rook's former mentor, Master Kundo. To prevent him from infecting the entire base's technology, the Plumbers launched it into space, where it became a space station.

Anyway, back to Ben and Helen.

The two were in love now. They had discussed what had happened and decided to go forward with their new relationship. Helen was ecstatic as she held onto Ben's arm, with him smiling and he gave her a kiss on the forehead.

They walked into the main room, where Max was talking to Rook. The Magister had returned from honeymoon and was ready to get back to work.

Rook turned and smiled. "Ben."

The two shook hands.

Ben smiled back. "It's good to see you, Rook. It's been quiet without you here. Now that you're back, we can get back into action."

Rook chuckled. "I look forward to it. I have missed our…"butt-kicking" adventures as you call it."

Ben nodded.

Helen spoke up. "How was your wedding, Rook?"

Rook began to tell her about how the ceremony went. "It was lovely…our families got together to give their approval. We said our vows and joined in matrimonial prayer. Then…we kissed."

Ben smiled. "Congratulations, partner."

Helen chuckled and nudged Ben. "Maybe that'll be us one day."

Ben blushed.

Rook then asked. "So…you two are in relationship?"

The couple smiled and nodded.

Rook did as well. "I am glad two of my friends have found happiness in each other."

Then Ben asked. "So how's the living arrangement going to work? You moving back to Revonnah?"

Rook sighed. "Me and Rayona have talked…we are moving to Earth. The people we trust are there in case anything happens. Shar is going to be moving to Earth as well."

Ben nodded. "We could always use more friends to our circle." He smiled.

Rook smiled. "I am sure they will appreciate the gesture."

Ben said. "Now…ready to get back to work."

Rook nodded. "Always. I assume Helen will be joining us?"

Helen replied. "I'd love to but I'm helping Manny and Alan train the new Rooter recruits while Kevin and Gwen plan the wedding."

Ben pouted a bit. "It'll be hard to be away from you."

Helen giggled as she kissed his forehead. "Don't worry. We'll have… all night after work." She smirked

Ben smiled. "I can't wait…"

Helen smiled back and went off to begin her duties.

Max walked up to Ben and Rook. "First assignment of the day, boys, and it's one I don't think you two will like."

Max handed them the data pad and the two began to read it.

Ben's eyes widened.

They were to be bodyguards for two royal ambassadors and it was two they were familiar with.

Princess Looma Redwind and Empress Attea.

"It has been a while since we have seen the Princess and Empress." Rook said as he read the file.

Ben remembered the last time he had seen the two women. It was on that horrid game show where they competed with him as the prize. It was also the day that Ester had revealed she was dating Antonio. What a painful day, but in all fairness, he was terrible to her. It made him think…

"Ben?" Max said.

The watch wearing hero snapped out of it. "Huh?"

"I said will you be able to handle this?" Max repeated himself.

Ben nodded. "Of course I do."

"Alright then. They are in the docking bay. They have requested to go to Earth, so you will be escorting them. As a bonus, they have also expressed interest in paying you both for the job." Max added.

The two nodded. Ben turned to Rook. "Let's get going, partner."

The duo made their way to the docking bay.

In the bay, there were two spacecrafts.

One was red and black with gold accents and large thrusters.

The other was green and purple with a sleek design.

The occupants were standing around, arms crossed as they stared daggers at each other:

On the right was a green skinned woman with a purple flight suit, gold and green scarf, a purple cap and goggles.

The left, a tall, red, muscular woman with four arms that had leather braces on the forearms. She wore a fur cape and a black crowned helmet with gold on it.

The two were talking and giving backhanded compliments to the other.

"So, Empress, I see you finally started to dress like your title." Looma smirked.

Attea mockingly laughed. "Well at least I can find clothes that fit me."

Looma growled.

"Alright, you two. Let's try and keep it clean here." Ben said as he got between them.

Attea gritted her teeth. "Let me take down this…hussy. "

Looma gasped. "Hussy??!!"

Then there was a flash of green as Ben had transformed into the rocky alien, Gravattack.

He used his gravity powers to make both women levitate. "Enough!!" He said in a commanding voice.

Both of them shut up as Ben put them down.

"I don't care what you two do to each other off-world, but when you're here, you act civilized. Because how you act is a reflection of how others see your race. And I'm not dealing with an intergalactic incident because you two can't act like fucking adults."

The two nodded as they listened.

"Now...let's at least act like we have some decency and go have some fun on Earth." He smiled

The two women looked at each other and smiled.

"Show us around then, Tennyson." Attea said slightly, still glaring at the Princess.

"We will let you lead." Looma added. She stuck her long tongue out at the Empress.

Ben looked at Rook, not noticing the two still having a little backhanded reaction towards each other. "That's all it takes." He told his partner and walked with the two women to the teleporter.

Rook sighed and followed. "I have a very bad feeling about this…"

*Meanwhile*

Vilgax was in his ship preparing for the battle ahead. He was tired of this insolent boy constantly humiliating him.

Vilgax had lost everything now. The planets he conquered and his reputation. No one feared him as much as they used to.

But he would change it today. He had upgraded his enhancements with countermeasures against all of Ben's aliens. Not only was he going to slaughter Ben Tennyson, but he was going to make the universe watch it.

He picked up a large syringe, full of an orange liquid. It was a nanite substance that would heal any injury he sustained. Basically giving him the ability to heal on the spot.

"Today…the universe will once again fear the power of Vilgax…" The Chimeran said to himself.

He stabbed it into his body and injected it. He took a deep breath and got up, leaving the room.

The cloaked figure was waiting. "Vilgax, I have held up my end of the bargain. Now it's time for yours…"

The figure removed its hood, revealing a female armored figure. It was EightEight, the Sotoraggian bounty hunter. In order for everyone to understand her, she had installed a translator in her helmet.

Vilgax turned to her. "Yes. You wanted the release of your brothers…the deal had changed. They will stay locked up."

EightEight gasped. "But you-"

"The deal was when I kill Tennyson, they will be released. As it stands, he still lives."

EightEight growled and pulled her blaster out but Vilgax just laughed. "Go ahead, but you best make that shot count."

The bounty hunter was about to pull the trigger but was interrupted by an explosion.

The ship's alarm began to go off as panic set in amongst Vilgax's troops. EightEight ran down the ship's corridors as the squid faced villain was distracted.

She hit on her comms. "You didn't have to go THAT hard in the distraction!!"

A voice on the other end replied. "You wanted something big, so I gave you a big one."

The bounty hunter rolled her eyes. "Have you found my brothers?"

"Yes. They are at the end of the hall. Make a sharp left and their cell is right there."

EightEight did as instructed and appeared at a large steel door. She blasted the lock and the door opened, revealing her chained brothers, SixSix and SevenSeven.

They wore similar armor to their older sister but different colors. SixSix was red and black while SevenSeven was a crimson color.

They spoke in an unknown language to her as their translators were broken.

EightEight spoke back in that same language, pointing to the corridor.

The two brothers nodded and they began to make their exit with their sister as guards began to chase them.

After a ton of blaster fire, the trio escaped through a maintenance duct, ending up in the vacuum of space, where a familiar ship picked them up and sped off.

SixSix and SevenSeven were checked for injuries while EightEight went to see the pilot.

When the door opened to the cockpit, it revealed Tetrax Shard, a Petrosapian bounty hunter wearing black armor.

Tetrax said. "That was a tight exit, but we pulled it off. Now we know his plan and you saved the team."

EightEight nodded. "What's the plan now?"

"We have to warn Ben of the impending doom…"

EightEight replied. "What if it's too late?"

Tetrax told her. "We must try…"

*Back on Earth*

Ben had brought Looma and Attea to one of his favorite places for lunch: Burger Shack. He wanted to show them Earth's best food, at least to him.

Rook, of course, had his own lunch: a Meatball Sub. He was almost addicted to them as Ben was to Chili Fries.

Ben also ordered Looma and Attea a batch each.

Attea was very apprehensive. "It looks like slop. Who would eat this?"

Looma, however, tried a fry and her eyes widened. She was in nirvana. "This is one of the best foods I have ever had!!" She ate more.

Attea sighed and reluctantly tried one. She felt euphoric. She used her long tongue to eat more.

Ben smiled. "How is it?"

Both women had finished their trays.

Looma replied. "I require more."

Attea agreed. "And to go."

Ben chuckled and got them another serving.

As they ate, Ben asked the women questions. Basically, he wanted to get to know them.

Rook had to take a call from his wife, as they were making

Attea went first. "Well, you've basically seen my life. Terrible father, mother in cryo stasis. He even put me in a cryo tube."

"Well to be fair, you did try to replace him as ruler of the Incursean Empire." Ben added.

Looma interjected. "Wait, you actually started a rebellion and succeeded?!"

Attea smirked and nodded, feeling proud of herself.

Looma nodded. "I am slowly starting to like you. Slowly but I am."

Ben turned to Looma. "Why don't you tell me about you?"

Looma nodded and started to tell Ben about her childhood. "My mother passed away during a rebellion…I was actually born during the battle and my mother fought with me still attached to the umbilical cord…by the time my father found her...she was dead from blood loss…" A tear formed.

Ben slowly touched her hand. "I'm sorry…I didn't mean to make you relive that..."

Looma smiled softly." It's not your fault…I've never really had anyone interested in me…well, no one really asked about me but rather were interested in my title…"

Attea touched her shoulder. "You're actually pretty cool. When you pummeled that sandworm, I was impressed."

Looma chuckled. "And your agility is impressive. I respect your skill and abilities."

Ben listened to them bonding and had a smile. These two hated each other earlier and it seems they were slowly becoming friends.

Then the girls turned to Ben.

"But…we owe you an apology the most…" Looma said.

Attea nodded. "We never took the time to actually get to know you….we were too interested in what you had…" The Empress added.

Ben nodded. "It's no big deal…in honesty, I was a terrible person. I was too invested in myself and selfish…and to be honest, I'm still trying to improve…"

Looma and Attea touched his hand.

Attea smiled. "And we thank you for spending time with us, regardless of how we have treated you…"

Ben blushed. "Well…it's nothing. Just doing my job."

At that moment, a ship landed nearby, sending a breeze that hit the group. Looma held Attea and Ben so that they wouldn't go flying as leaves and trash flew by.

Ben looked and it was Tetrax's ship. He got free of Loomas grip and ran over as the hatch opened, revealing the diamond bounty hunter.

Tetrax said out loud. "Ben, we must talk?"

"Tetrax?" Ben asked surprised.

Behind Tetrax, was the bounty hunter trio.

Ben lifted his wrist to transform but Tetrax stopped him. "Wait!! They're here to help?"

"What?! Do you know-" Ben was cutoff by Tetrax.

"Vilgax is on his way here. We've delayed him but not by much. You must prepare." Tetrax warned.

Ben began to laugh. "Vilgax? You know how many times I've beaten Squidface? This will be easy as pie." He smirked.

EightEight then said. "He has found a way to counter the Omnitrix. All of your transformations, all of your moves."

Ben scoffed. "I can handle him."

Looma and Attea walked over.

"Ben...that's why we're here.." Attea told Ben.

Ben turned to them. "Wait, what?"

Looma looked down. "Vilgax has invaded my world…and destroyed the Incursean fleet…"

Ben's eyes widened. "But doesn't the Incursean Empire have the largest fleet in the galaxy?"

Attea replied. "He has something that tore through our defenses…there was only a handful of survivors…a few thousand civilians but our military is torn apart…"

Looma rubbed her shoulder. "Vilagx then invaded Khoros and wiped out powerful clans...my father barely evacuated ours...he survived but he was injured severely…"

Ben was beyond shocked. He knew Vilgax was powerful but…not like this. What has happened to him?

"As far as we know…you are the only one who can take him down." Tetrax explained.

Ben rubbed his forehead. "I...I don't-"

At that moment, the sky began to get dark as a large ship came down. It was Vilagax's warship. It was bigger and more menacing. It reflected the evil within.

Rook ran over. "Ben, I-" He saw the ship. "I see you already found out..."

Ben nodded. "No dip…"

A pad came from the bottom of it. Vilgax was on it as it came down. He had a new armor set, fashioned from a tough metal from Khoros.

Looma's eyes widened. "He stole that from my home!!" She ran towards Vilgax to hit him, but the Chimeran grabbed her arm and slammed her against the wall, knocking her unconscious.

Vilgax growled. "Stay down, you brutish insect."

Ben ran to Looma. He felt her pulse. She was alive, but out like a light and hurt.

Attea was on the other side. She looked at Vilgax. "You destroyed my empire…prepare to die!!" She pulled out her blaster and fired.

It bounced right off him and Attea had an 'Oh Shit' look on her face.

Vilgax raised his hand as a blast of energy came from it. It launched towards Attea.

She closed her eyes as it got close but it didn't.

Ben had jumped in front of her as Feedback. He caught the energy blast and redirected it towards Vilgax. It launched the bad guy backwards.

Ben looked at Attea. "Get Looma and go to the Plumber Station. I'll handle Vilgax."

Attea nodded. "Be careful…please..."

Ben nodded and looked at Tetrax. "Get them to the Plumber Station. Have Looma checked for injuries and get reinforcements."

Tetrax said. "I'll get it done."

Everyone except Ben loaded the ship, helping to get Looma on board and took off just as Vilgax got out of the rubble.

The two stared at each other.

"When will you get it through your head, Squiddy? No matter what you do, it always ends the same: me kicking your ass." Ben told Vilgax.

Vilgax chuckled. "Oh, I have learned from my mistakes. I've studied every last one of our battles and many others. I will make sure you are dead. As well as the entire galaxy. And when I kill you...I will pay your friends and family a visit. Starting with that hybrid girlfriend of yours."

Ben clenched his fist. That was too far. Going after him was one thing, but going after his loved ones…that was it.

Vilagx gave an evil smirk. "No jokes, Tennyson? No heroic catchphrases."

"Just one. I'll make sure you stay down this time." Ben growled as he transformed into FourArms.

Vilgax pulled out an orb. It transformed into a camera which began to broadcast to the entire galaxy.

Everyone began to tune in.

"Citizens of the universe. I am Vilgax, Conquerer of Ten Worlds-"

Ben interrupted by throwing a car at Vilgax. "Dude, you lost that title a long time ago. Let's get to fighting."

Vilgax growled and charged.

*Meanwhile at the Plumber Station*

Helen ran into the medbay when she got word of Rook arriving with Looma and Attea.

When she got in the room, the medic was checking over Looma.

Rook turned to Helen. "Helen, it is good we found you."

"Where is Ben?" She asked worriedly.

Before he could answer, Max entered the room. "You all need to see this." He turned on the TV and it showed the epic battle between Ben and Vilgax.

Mazuma was training in the battle simulator when she looked up at a TV and saw the battle happening. She sat down to watch.

Gwen and Kevin were in their lair on the couch. They were surrounded by wedding notes and invitations when they tuned in to watch the fight.

Carl and Sandra were watching from their couch as well. They had not seen their son fight in a while so this was a bit of a shock.

There were a lot of other familiar faces watching as well. Ones that will get revealed soon.

Ben was swapping between transformations as Vilgax had figured out how to counter them.

First Ben had changed to Heatblast but Vilgax's armor was heat-resistant and could withstand high temperatures.

The next transformation Ben tried was Articquana. Vilgax was able to stay heated up.

He charged towards Ben as the hero had transformed into Armodrillo and the two clashed so hard it sent a shockwave. Several windows were blown out.

Ben knew he had to get Vilgax out of Bellwood. He nodded and transformed into Astrodactyl.

"SQUAK, let's take this outside, BWUK!!"

He took off.

Vilgax growled and began to run and jump very high. It shook the ground as he jumped.

Ben led Vilgax outside the city, where he was grabbed by the larger enemy and tackled to the ground. It caused a loud boom and explosion.

Ben turned human as he was scuffed up. He groaned but was grabbed as Vilgax stood up. The squiddy villain scowled. "You are very annoying, brat."

Ben chuckled. "That's the charm, isn't it?"

Vilgax extended his claws. "Not for long..."

Everyone watched on edge.

Helen said. "Come on, Ben..fight…"

Ben kicked Vilgax in the face. When he got free, Ben pressed the dial and turned into Swampfire. "Let's do this!!!"

The battle went on for hours as Ben used what he could.

Unfortunately, Ben was vastly unprepared. The Omnitrix was starting to sizzle and crack.

His body was beaten and bruised, clothes were shredded. Vilgax had slashed his face and stabbed one of his talons into Ben's side.

Now we're back to the beginning…

Ben spit out a glob of blood. "So…let's go all out…for old times sake, Squidface…" He smirked as he held up his fists.

Vilgax smirked and charged at Ben, with the hero doing the same.

Ben threw a punch but his arm was grabbed and Vilgax grabbed Ben's throat.

Ben was getting strangled as he struggled. He tried to scream, but his vocal cords were damaged from Vilgax trying to suffocate him. He could barely breathe. Then he saw the villain raise his fist and strike him.

Vilgax began to pummel Ben's face to the point it was beaten and bloody, making him unrecognizable.

His friends and family watched in horror as Ben was finally taken down. Vilgax had done the impossible: defeated Ben 10.

The hero could barely move as he laid there. Vilgax stepped on Ben's arm, shattering all the bones. He tried to get a better grip on the watch.

But before he could remove the Omnitrix, it started to beep. It flashed all colors then…

BOOM!!!!

Vilgax was launched backwards. His armor was destroyed and chunks of it were embedded in his body. He groaned as he got up.

The Omnitrix was finally deactivated. It looked incredibly damaged.

"Good riddance,Tennyson…the universe knows of your humiliation…you have lost." His ship appeared overhead. Vilgax was transported aboard it and left.

Ben lied there, barely breathing. His body was broken, his mind…his psyche…broken.

He could feel everything but could not scream. Could not move.

This was it…..

Or at least he thought it was when he saw a ship land.

Help was on the way…..

Authors Notes

And cliffhanger!!! I know, I've already done the injured Ben thing before but as I said, this is heavily influenced by OL and others stories. Plus I have a planned arc for Ben to put himself back together, to become a better hero. His new look is in the cover image. Taking huge inspiration from other media sources. Im going to try to keep this one going as long as possible. Hopefully it'll go on for years like some others I've read. Maybe it won't but I do have more stories releasing and I can not wait for you all to read them. It's going to be great!!! I hope you all enjoyed it!! Peace!!!

Editor Notes:

Mistake count: I lost track at 10… but good chapter. I can't wait to edit and read the next one. *Kisses* Happy Day/Evening everyone! Till next time Ruby out!