A Sentient Watch's Adventures

Disclaimer: I do not in anyway shape or form own Ben 10 nor am I associated with those that do, because if I was I would be a millionaire. This is a non-profit fanwork written solely for the purpose of entertainment. This is in no way canon in any shape or form.

Response to questions or statements:

-SpaceCommander09: Yep, that's why I included it.

-NewGuest123: Honestly, if I can turn invisible and drive vehicles, I would do it without a doubt. Which is why I but it in there.

-If I ever do a 40k image for Omni, probably have it be a Sister of Silence/Battle or something. For obvious reasons as there are only male Space Maines.

-TK0421: Yea, ever since I was small those were the scenes I always fixated on in movies. Watching the military just mobilizing, responding, and fighting was just some enticing to me. Even with movies I know that were objectively terrible, I still watched them for the military porn like Transformers and Battle: Los Angeles. The latter being one of my favorite alien invasion movies of all time and I'm still upset it never got a sequel. Watched it so many times when I was younger. I know a lot of people say it's bad for reasons I understand, but that movie's one of those films that just makes me go "Screw it. This is awesome and I don't care." I'm probably going to rewatch it after I post this chapter. It's one of my all time favorite guilty pleasures right up there with the Transformers trilogy.

-Yeah, I'll be honest, I hate my grandmother for a variety of reasons, as she's pretty much an awful person. Maybe one day I'll try it.

-Again, not spoilers for what I have in mind for future chapters.

-DBZFAN45: Yea, Big Chill can do similar things to ghostfreak, but has none of the drawbacks which is why I included him. Omni taking advantage to let loose some steam in the form of running over shapeshifting xenos.

-Guest0508: Glad you approve of it. Stuffed crust is good, I agree.

-True, Omni will give him a past for now. Also, yup, not going to lie I'm terrible at one-liners and catchphrases, especially when I was younger.

-Chrnonosign: I also love Red vs Blue. Watched it at least a dozen times now at the very least.

-Thanks for the ideas! Definitely going to find a way to include that convo you wrote.

-2309: When I notice them, I do try to fix them.

-Ultima-Owner: Yup, song is an all time classic. I can see why you would think that upon first viewing of the episode.

-Some1Call4MR-E: I try.

-Guest: Thanks, glad you enjoyed the chapter!

-Do have plans for the military. Not going to spoil too much, but while I do plan for some Humanity yeah moments. Other times I'm going to be having them clash with Ben and co.

-Again, no hints. But like I said, Omni's going to get colder.

Chapter 16: Permanent Retirement

Gwen held on for dear life as Wildmutt descended the underground tunnel, eventually getting so deep that Omni had to use herself as a light source as she used her hourglass face as a sort of makeshift flashlight. Eventually coming to a halt as they reach a fork, with Ben sniffing the air as to determine where to go.

Suddenly, Ben growled as he sensed something right next to him. Baring his teeth as he turned to the source, with the green light illuminating the darkness to reveal Max just standing their casually with a smile as he waved at them.

"You wouldn't hurt, Grandpa Max." The seemingly elderly man as innocently with a smile. "Would you?"

Ben gave off a confused whine as he stared at 'Max'. Suddenly, the omnitrix symbol glowed yellow as a yellow light washed over the Limax disguised as the elderly Tennyson. Once it was done, Omni took control of Ben as he pounced forward and landed on the xeno. Ripping him in two with his claws and throwing the remains into a nearby boulder.

"Uh, that was bit excessive. Don't you think?" Gwen asked as Ben continued deeper into the tunnels. Knowing that her Cousin couldn't have been that brutal.

"Trust me, kid. It was." Omni replied from the hourglass symbol on Ben's arm.

"Fair enough." Ben's cousin conceded as she held on for dear life.

"By the way, what was that back there?" She inquired as Ben slowed down as the jumped across a cavern.

"That was me scanning the alien." Omni informed. "The Limax's DNA was on in my systems so I scanned it to include it in my transformation profile."

"Limax?"

"The name of the shapeshifting aliens we're dealing with here."

"But wait, I thought you contained the DNA of every alien in the universe?"

"I have literally never said that." The prototype watch deadpanned.

"Well... why don't you?" Gwen asked curiously.

"I don't know!" The AI snarked. "That's something only my creator would know!"

"So, why didn't you just ask him?"

"I was kept asleep for most of my development! I didn't get the chance! What do you want me to do, call him!?"

While that was something she could do without a doubt, she didn't want to just yet. As she still wasn't sure if Azmuth were terminate her if he had found out that he somehow gave her consciousness. As of right now, she calculated that there would be just a thirty-three percent that he would just leave her be. With the other options being that he should straight up rewrite her to essentially render her braindead, or the Galvan would study her to figure out how this phenomenon came into being.

Either way, she was content on just staying hidden for as long as possible.

"Okay, fine. I was just asking. It's a question!"

"It's a stupid question. That you be like me asking you why didn't your parents download their memories into you, you absolute ignoramus!"

"Okay, that was unprovoked!"

Before the two could continue arguing, Ben landed as the Omnitrix beeped, signifying it was time to transform as the trio took in the sight of what looked to be dozens of huge eggs surrounding what looked to be a vessel of some kind.

"This must be what I picked up." Ben said as the two of them started to make their way downwards.

"Hey, be careful next time, Ben." Gwen complained. "What do I look like, a crash test dummy?"

"What did I just tell you, Gwen?" Omni spoke from the watch. "If we're going out, we're going out like men. Understand?"

"Easy for you to say." She retorted as they reached the bottom of the cave. "You're made of some of the most strongest materials in the universe."

"And like I told you, it doesn't mean it don't hurt. Now shut up!" She ordered as she projected herself with a thoughtful look before pointing towards a pod. "Move, your Grandpa's in there."

"How do you know that?" Ben asked as the two kids sprinted forwards.

"How many times do I have to say this?" She mentally rolled her eyes. "I'm the most powerful device in the universe. I can see things in ways you can't even imagine."

"Alright, fine." Ben waved off as they found Max stuffed in the pod Omni pointed them towards. The two of them managed to pull it open, as Max landed with a thud on the ground.

"Ugh, what happened?" Grandpa Max said grouchily as he rubbed his head.

"I would stop that if I were you..." All three turned their heads to see Vera and several others of the elders they saw chasing them earlier step out of the shadows.

"Well you aren't." Ben retorted unimitated.

"Not yet I'm not." Marty growled as the shapeshifters reverted back to their true and original form. Revealing the green grotesque blobs they actually were.

"You can fill me in later!" Max said as the trio began backing up from the slime creatures. Accidentally, the ship and stepping into the central cargo bay of the space ship.

"They found it!" One of the green slimed monsters called out.

"Load the pods." What looked to be the leader ordered the others. "They've been marinating long enough."

"Marinating..." Max muttered as it all came together.

Suddenly, what sounded like a pipe bursting echoed throughout the area, as water began pouring all around the cavern. With the Limax screeching out in pain and agony as they dissolved from the liquid.

Several seconds went past as the Tennyson's processed what just happened, as the Limax died from the rain that poured for nearly a minute before it stopped.

"Ugghhh what just happened?" Ben inquired out loud as Omni projected herself right besides him.

"Hacked the pipe up above to rain water on the Limax." She explained. "Their weakness is water." As soon as she finished, she turned Ben into XLR8.

"Now, get everyone off, now." She ordered as they started getting everyone off.

"I know what you're going to say, Ben. And don't." Omni said to her host.

"It just seemed a bit anti-climatic is all." He said as he rushed to get the pods off the vessel.

"I already told you about this, Tennyson. Do I need to say it again?"

"This isn't one of your Leprechaun analogy's is it?" Gwen groaned in dismay.

"Of course not!" Omni denied vehemently. "This is something completely different. This time the short bearded man is instead the creature from the Thing, who happens to want to eat you instead of just using you as a sock puppet to consume your friends."

"What Thing?" Ben asked.

"The Thing!"

"What Thing?!" This time it was Gwen as she rolled a pod down the ramp.

"The Thing from 1982!" The AI snapped. "Starring Kurt Russel and Keith David you uncultured swine's!"

"Enough all of you!" Max ordered as he got the last two pods off the ship.

Suddenly, the ramp to the ship closed as the engines began powering up, with everyone taking cover behind the rocks scattered about for cover. With the ship blasting off via a hole in the ground as it took off.

"We should put them back in their condos, so they think they never left." Max suggested.

"That could take hours." Gwen grumbled as she sat next to a pod.

"Not for me it isn't." Ben chimed as he started rabidly taking everyone out back to the surface. Being so preoccupied with work as they noticed that Omni had become suspiciously quiet. Even more so than normal.

For she remotely hijacked the ship the Limax used and was now the one currently piloting it. Dumping the remaining crew off at sea where they died screaming via exposure to water. Before sending the ship off to it's next destination.

A few hours later, Max and his Grandkids were preparing to depart from the elderly retirement home, With none of them wise as to what nearly happened to them.

"Don't be a stranger now." Aunt Vera said as she gave Max a hug.

"We won't." Max assured as he bid her farewell and entered the RV.

"Bye Aunt Vera." Gwen said as Vera got down to her knees and placed her hands on the red head's shoulders.

"Buh buy, dear." Vera smiled warmly as Gwen followed Max into the vehicle.

"I'm sorry there's not much fun here, Ben." The elderly woman apologized. "I hope you weren't too bored or anything."

"Actually, this place was quite fun. It was better than I thought. " The ten-year old boy revealed as he gave her a warm embrace, much to her pleasant surprise as she returned the favor.

"I'm glad to hear that." Vera spoke as the two of them pulled away. "You have fun now, ok?"

"I will!" Ben affirmed as he headed back to the RV. As soon as he was onboard, Max turned on the engines and began the long trek across the desert.

"Mmm," Max muttered to himself as he fiddled with the radio.

"What's wrong, Grandpa?" Gwen asked as she sat in the front seat, with Ben standing right in the middle between the two chairs with his two hands resting on top of them.

"Nothing," he reassured as he continued tuning stations. "It's just... we're so far out that we're not picking up any radio. So, unfortunately, we'll have no music for the next couple of hours.

"Mind if I put something on?" Omni asked as she projected herself sitting right on top of the dashboard, now back to her medieval knight outfit and smaller in size so she could fit.

"You have music on you?" Ben inquired.

"What do you think I've been doing on the internet all the time?" She teased as she looked back at Max, who pondered for several seconds before nodding.

"Go ahead." He gave her the go ahead as Spanish music began echoing throughout the room.

"Mmm, this is a good song." Max gave his approval as he started humming along to the music. With only him and Omni actually enjoying what was being played as Gwen and Ben suddenly looked like they were having a PTSD flashback with both of them sporting a traumatized thousand yard stare. With Ben looked dangerously close to passing out and Gwen pulling her knees up to her chest as she started rocking back and forth in a fetal position with a terrified look on her face.

For it was the same song that was playing doing her crazed driving spree back at the retirement center. Los Dos Laredos.

"Oh yeah, I am so saving this," the AI thought to herself as she took a picture of their shell shocked faces.

"Huh?" Max stared as he saw the emotional states of his two grandkids. "What's wrong?"

"Well, it just seems they can't appreciate good music." Omni said, hiding her smirk from the oldest in the vehicle.

Author's note: That's it for now. Hope you all enjoyed this update.

Take care, guys, and I will see you all next time. And always remember... stay frosty, gents.