The rings of Saturn were alight with explosions as a sleek black-and-green space ship swerved skillfully through the asteroid field, firing back at the massive cruiser that was plowing through the rocks behind it. The ship was many times larger than the one it perused, its appearance closer to the shape of a laser rifle with red electric beams running between it's two pincers and the glowing red orbs that dotted it's surface. The larger ship shot a single beam of red energy at the underside of it's target, seemingly able to slow it down before it was flying alongside the transport and fired their turrets at it's side. The smaller ship endured the damage and swerved away from it's pursuer, returning laser fire at the neck of the ship.

Within the command center of the ship, humanoid drones in armor of red and black with multiple diodes were buzzing between the multiple computer systems with extreme haste.

"Hull damage at twenty percent," a Drone reported in a mechanized voice, speaking to the bridge commander. "Weapon systems are still operational. What is your command, lord Vilgax?" The mechaniloid asked the imposing figure siting in the middle of the command center, a humanoid creature with murky-green skin and a head that closely resembled those of Earth's octopuses. The mighty and imposing Vilgax turned his burning-red eyes down upon the mechaniloid

"Continue the pursue we have to retrieve the Omnitrix. Once it is mine, there will not be a force in the universe that will be able to stand in my way complete domination" Vilgax demanded as his grand prize was in front, he wouldn't let it escape him, Not even If he has to retrieve it from the broken remains of the transport ship


Meanwhile, on Earth. A ten year old kid named Ben Tennyson is seen sitting in school, crafting a paper air-plane, proceeding to throw it at the back of his teacher's head.

the Teacher looks back at the class and more specifically Ben, who poorly pretends to read his book, his face in between the pages.

the classroom clock keeps ticking as Ben is waiting for the bell to ring anxiously

"Come on... Come on..." the 10 year old Ben says as he desperately looks at the clock, focusing on every little move of the clock's hands just waiting for it to reach 12

"And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up!" the teacher says

"Yeah, right." Ben sarcastically said before the bell rings. "Yes! I'm Outta here!" He said excitedly, he half haphazardly throwing his pencils and notebook into his schoolbag

"Everyone, have a good vacation, and I hope to see you all again in the fall." the teacher says as the students get up from their chairs and Ben walks towards the classroom door

"Benjamin, could I have a word with you before you go?" the teacher holds up Ben's paper airplane, Ben huffs and walks over to the teacher's desk read to hear a sermon

Meanwhile, outside. Two bullies named Cash and J.T. backs a kid in glasses to a tree

"Normally, we'd take your money and beat you up. But since it's the last day of school, we're going to give you a break. Now fork over the cash, so we can get out of here" Cash Said as he leaned over the kid soon to be victim, holding his hand out expectantly

"Leave him alone!" demanded Ben, appearing on the scene in a dramatic pose.

"Get lost, shrimp." J.T. said in annoyance, Moving his hand in a whooshing motion

"I said, back off!" Ben took a step forward with confidence

"Oh, looks like we got us a hero. Suppose we don't wanna back off?" Cash said tauntingly. He and his lackey marched over to Ben, looking down on him

"What are ya gonna do about it, Tennyson?" J.T. asked tauntingly as both him and Cash stare intently, then Ben runs towards them triumphantly

A few minutes later, Ben and the bully victim hung up on a tree next to the road hanged by their underwear in a branch

"Thanks a lot" The Bully victim said sarcastically

"I was just trying to help" Ben He argued to defend himself

"Next time you wanna play hero, make sure you can back it up" said the bully victim, crossing his arms and huffing, Ben bowed his head and groaned to himself

Just the a vehicle rolled up to were he was, an old RV that seemed sturdier than it looked, when the window of the vehicle went down, a smile appeared on Ben's face as he saw the driver

"Come on Ben, let's go! We're burning daylight. I wanna to make it to the campsite by nightfall" ben's grandpa Max says while he pulls up the rust bucket

"Uh, Grandpa? A little help here?" shouted Ben, pondering how his grandfather could not see the precarious situation he was in.

A couple minutes later after Grandpa Max pulled him down and his underwear was safely tucked back in his pants, Ben stepped into the Rust Bucket bursting with excitement.

"I've so been looking forward to this," Ben said excitedly, but his excitement quickly died off the moment he saw the red-headed nag that was his cousin sitting near the window with a annoyed expression that mirrored his own. "Gwen? What are – What are you doing here? What is she doing here?" He turned to his grandfather in horror

"Take it easy, dweeb, this wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me" Gwen said as she was leering at him before looking at grandpa Max

"Grandpa, please, tell me you didn't do this" Ben whined as he pointed at his red haired cousin in dismay

"I thought it would be fun if your cousin came along with us this summer," said Max kindly before furrowing his brow at them. "Is that a problem?" He asked the pair in a more strict tone

Neither one of them said anything, mostly because they didn't want to upset or disappoint their grandfather. Whatever animosity existed between them, they both shared a mutual love for Grandpa Max and begrudgingly made a silent pact not to argue for his sake….Which lasted all of about twenty minutes when they were already on the road past the town limits and heading up state towards Yosemite Park, which Grandpa Max had told them would be the first stop on their summer adventure. Ben and Gwen sat across from each other, trying to look anywhere except for their annoying cousin.

"I can't believe it," Ben complained as he held his head with his hands placed in his cheeks "I waited all school year to go on this trip and now the Queen of Cooties is along for the ride" He looked at Gwen with disdain

"Hey, I already had my whole vacation planned out too, you know!" Gwen argued back, pulling out a colorful sheet of paper from underneath the table "Each activity is color-coded so I never did the same thing two days in a row." Gwen said with a bit of pride at her organized schedule, Ben jaw literally dropped at the absurdity of planning out an entire summer on paper "Now I'm stuck going camping with my geekoid cousin for three months"

"Geek," hissed Ben

"Jerk," retorted Gwen

"Nerd" Ben responded

"Loser" Gwen replied

"Dweeb" once again Ben said

"Freak" finished off Gwen with a grim

"Something tells me this is gonna be a loooong summer," said Max as he drove the RV, suddenly starting to regret this entire trip or at least his decision of bringing both kids to it

After hours of being cramped together in the Rust Bucket with the Wonder Cousins glaring at each other the entire time, the Tennysons finally reached their destination in Yosemite Park by the time night had fallen. Grandpa Max parked their RV near the campsite and told Ben and Gwen to wait at the picnic table while he scrounged up dinner for them. The two cousins just sat there…silently judging each other….Thank goddess it didn't take long for Grandpa Max to come back outside with a bowl of…something.

"Chow time!" said Max in a good mood, he sets the bowl between Ben and Gwen, both of whom stood up and stared into the bowl…and the slimy, wormy white things that were crawling inside it. Suddenly, neither cousin felt very hungry.

"Okay, I give up, what is that?" said Ben, feeling a little squeamish as he looked at the still living bugs

"Marinated meal worms, hard to find them fresh in the States. You know, they're considered a delicacy in some countries" Max said as he picked one up and ate it like it was a string of spaghetti

"And totally gross in others," said Gwen, grimacing as one of the white things fell out of the bowl and started crawling along the table

"If these don't sound good, I've got some smoked sheep's tongue in the fridge," said Max as he pointed back at the Rust bucket

"Ugh, couldn't we just have a burger or something?" Groaned Ben as he and his cousin look to their grandpa hopeful of a normal option for dinner

"Nonsense, this summer's going to be an adventure for your taste buds. I'll grab the tongue" said Max as he walked back into the Rust Bucket

Ben sidled over to Gwen and whispered "Okay, I've got a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?"

"Some rice cakes and hard candy," answered Gwen desperately

"Think we can make them last the whole summer?" asked Ben despairingly as he hoped that their supplies wouldn't rot until they could refill in a convenience store

The Tennyson cousins stared down at the meal worms with a renewed sense of dread. This was gonna be the worst summer ever….


Meanwhile, the battle out in space continued to rage as the transporter ship passed by the red planet of Mars and flew towards the blue planet of Earth. But not too far behind was Vilgax's flagship, the Chimerian Hammer, dangerously close behind it. The massive warship fired relentlessly onto the smaller transporter until one shot successfully hit its tail, effectively stopping the ship in its place.

"Their propulsion systems have been destroyed," reported one of the Drones

"Prepare to Board!" commanded Vilgax as he slammed his hand on the arm rest of his throne "Retrieve the Omnitrix Immediately!"

"After so long, the most powerful weapon in the universe will finally be within my grasp" Vilgax hissed in delight as his ambition was coming into fruition

the transport ship took one last desperate shot at the larger ship. The green bolt of energy successfully smashed through the warship's walls and hit the bridge with a mighty explosion that consumed Vilgax and nearly half the Drones working inside the command center

But at the same time, the Chimerian Hammer charged its central cannon and fired a single shot on transporter, successfully blasting the spaceship to pieces so that only the front remained. As the smoldering remains of the transporter careened towards the Earth, a silvery capsule was catapulted from the side of the ship, it's presence masked by the debris, and hurtled toward the surface of the planet below


The Tennyson cousins were still on edge as usual. In an added effort to not to talk to one another, both of them occupied themselves with activities that would prevent them from interacting. Ben put all his attention into beating the newest level of his Sumo Slammer's game and Gwen was typing her latest diary entry in her laptop. That's when Grandpa Max walked out carrying a bag full of marshmallows, he wanted to give them something since they rejected the meal worms he so graciously offered

"Who wants to roast marshmallows?" asked Max. Despite his offer, both cousins refused to even turn around, much to Max's charging "Okay…um…how about we tell scary stories?" He asked again but was met with a similar result as before

"Scarier than having to spend a summer with your freak of a cousin?" said Ben tauntingly as he took a look away from his game console to stare at Gwen annoyed

Gwen glared over her shoulder and said, "I'd like to, grandpa, but I'm busy looking up cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope" She smirked at the boy after that quip, Ben responded by sticking his tongue out towards her

"Aw, come on, you two, we're all in this together. Either you can mope around like this all summer or we can have some fun. Now what do you say?" Max said as he waited for his grandchildren to respond

"I vote for moping," Gwen answered automatically while she kept her focus on her laptop

"I'm gonna go take a walk," said Ben, standing up and stowing his game before walking towards the forest

"Aw, man. This is gonna be the worst vacation ever, I might as well have gone to summer school" Ben said as he walked through the woods with his hands on his pockets, when suddenly a meteor shoots across the sky and catches Ben's eye

"Whoa! A shooting star!" Ben said in awe, the "shooting star" instantly changes course, aiming straight for Ben, who starts running away. The meteor crashes behind him, the shock-wave launching Ben and sending smoke and debris in the air. As it clears, Ben looks on at it, getting to his feet for a closer look

"Looks like a satellite or something" Ben said as he was able to see the meteor's better as the white-hot light fades. Ben leans in at the edge of the crater, but the ground he's standing on crumbles beneath him, sending him sliding down. Ben gets up as he now has a full view of the pod. It opens itself before him, and a purple light in the shape of an hourglass shines from it. Light extends from the hourglass, revealing it is attached to a cylindrical watch-like device

"...A watch? What was a watch doing in space?" Ben said confused as he didn't understand why was the thing he assumed was a weird watch doing inside a satellite. A few seconds later Ben smiles to himself, stepping closer to the pod, outstretching his arm to grab it. As he does, the watch leaps from the pod and onto his wrist, latching itself to Ben

"Ahh! Get off me! Get off, get off!" Ben screamed out as he frantically tried ripping the alien device off his wrist, to the point of losing balance and falling over. He quickly climbs out of the crater and starts running

"Grandpa!" Ben screamed out as he started to run back towards the camp while still trying to pry the watch apart from his wrist with a stick he picked from the ground, but the stick broke which only angered him. He falls to his knees in defeat, and starts fumbling with the device. He accidentally hits a button on it and its face plate springs up

"Whoa" he glances around the woods as if he thought someone would be looking. the face-plate's hourglass morphs into a diamond encasing a black silhouette of a tall creature with four pairs of arms "Cool!"

Ben moves the dial slightly to the right as another ghostly silhouette is put on display, he does it one more time before stopping in a humanoid with what seemed to be wild hair. Ben looks down at the face plate, and his eyebrows raise before pressing it back down. Ben suddenly finds himself in a void, crimson rocks spreading across his skin, transforming him into something else. He emerges from the void, now a burning creature with magma rocks around his body.

"Ahh!" Ben screams out as he looks at his hands for a brief moment running frantically from side to side while screaming in the forest.

"Aaah! I'm on fire! I'm on fire!" Heatblast screamed out as he tried to set himself out to no avail but he begins to calm down as he realizes that he didn't feel any sort of pain or burning

"Hey... I'm on fire -and, I'm okay... Check it out. I'm totally hot." Ben snickers at his own joke while contemplating his new form. He turns around to see a tree behind him that he immediately decides to use in order to test out any new abilities he might have now

"Oh yeah, uh-huh. Here goes!" Heatblast said as while slinging his wrist, Ben shoots a fireball out of his hand and it flies through the air until blowing a branch off the tree entirely.

"That's what I'm talking about." Heatblast had a confident smirk on his face as between his hands, Ben created a larger fireball. Heatblast slings the fireball, unexpectedly through three trees instead of one, causing a fog of smoke around him. Ben's smile drops as he sees the fire created by him spreading to other trees.

"Wait! Stop!" Ben runs to the fire, and tries stomping out a flame with his fiery feet, only for it to erupt into a larger one.

"...Uh-oh." Heatblast looked around himself as more flames began to grow as more trees caught on fire "Oh man, I am gonna get so busted for this."

Meanwhile Max is sitting by a campfire outside the Rust Bucket, as Gwen walks out, seeing the smoke from Ben's escapades in the distance.

"What's that?" Gwen asked as a smoke pile began flying above the tree tops of the forest in the direction she was looking at

"Looks like the start of a forest fire. We better let the Rangers' Station know. Probably some darn fool camper out there, messing around with something he shouldn't." Max said while getting up disappointed at whoever was irresponsible enough to start such a thing but Max then pauses, before he and Gwen come to a realization.

"Ben!" They said simultaneously as Max quickly goes to open a camping-kit and grabs two fire-extinguishers, passing one to Gwen.

"Better take this!" He said to Gwen as the two Tennysons ran into the Forest towards the smoke overhead. Meanwhile, Ben is continuing to try putting out the fire, unsuccessfully.

"This would be so cool, if it weren't so- not cool!" Heatblast comments as he tries to the best of his abilities to stop the fire from spreading but even he knew that someone made of fire wouldn't be of any help in this situation, Gwen putting out fires by spraying the extinguisher. Up until she shoots it at Heatblast's back, causing him to turn around to look at her which causes Gwen to scream at the top of her lungs.

"Look, I know I look weird, but there's no reason to be scared-" Gwen clobbers Heatblast round the head with the extinguisher before he could finish explaining, knocking him down. When he tries to get up, Gwen sprays him, knocking out the flames surrounding his rock-like head for a brief moment.

"Hey!" Heatblast said before coughing out the extinguisher foam

"I don't know what you are- but you'll stay down there if you know what's good for you!" Gwen warned him as she lifted the extinguisher above her ready in preparation for a swing in case of Heatblast trying to do anything. Ben stays down, gestures to Gwen's shoe, setting a small flame on it with a chuckle.

"Ow!" Gwen let out as she began hopping on one foot until she extinguished the small flame. Frowning at him while raising the extinguisher above her head "I warned you!"

"Don't even think about it, freak!" Heatblast said with a smirk and attitude all too similar to who Ben did as Gwen begins to click in her head that the humanoid fire being in front of her might actually be her cousin

"...Ben? Is that you? What happened?" Gwen asked as she looked at him dumbfounded and confused, Heatblast gets up and prepares to tell her everything that happened

"Well, when I was walking, this meteor fell from the sky and almost smudged me, except that wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist, and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire." Ben recapped everything he had done since leaving the camp as the fire dances around them in it's crackling blazes, before long Max is running up towards them

"Gwen, are you alri-" It's then that Max sees Heatblast standing next to his niece. "What in blazes?"

"Hey, Grandpa, guess who?" She points at Heatblast who is waving at him in a friendly manner

"It's me, Grandpa!" Ben said as he had a worried tone in his voice but was thankful to see his grandpa there to help with the situation

"Ben? What happened to you?" Max asked as he took a step back, entirely shocked by this development as his grandson now completely resembles a pyronite

"Well, when I was walking, this meteor…" Heatblast begins repeating himself before Gwen cuts him off

"Erm, excuse me? A major forest fire burning out of control, remember?" Gwen reminds them of the much more pressing matter at hands, as the fire didn't seem to be stopping any time soon

"What do we do?" Heatblast asked as their situation didn't look good and two fire extinguishers along with a living pile of magma rocks at blazes wouldn't be able to put out an ever growing forest fire, Max began thinking the best way to stop this, with only one option coming to mind

"Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?" Max gave Ben a determined but also serious look as this was the only thing they could do to stop the flames from enveloping the entire forest along with themselves

"Shooting flames? I can definitely do." Heatblast says confidently as all three run out. Ben finds trees some distance away, then shoots them with a blast of fire, causing a new blaze as he makes a perimeter around the original fire he caused. Later, a Ranger comes across the burnt out forest. Up above the Earth, Vilgax's ship has a damaged bridge, and an incredibly mutilated Vilgax in a stasis tank connected to life support systems.

"What do you mean it's not there? This battle nearly costs me my life! -And you say the Omnitrix is no longer on board the transport?" Vilgax orders the Robotic Lieutenant as he could still feel the burn in his flesh and the difficulty with every breath he took

"Sensors indicate a probe was jettisoned from the ship, just before boarding. It landed on the planet below." The Robotic Lieutenant responded as he showed up images upon the holograms displayed in front of Vilgax who showed an angered scowl in his eyes

"Go. Bring it to me." Vilgax commands another nearby bioid behind him who was much larger and menacing than the others present inside the room. The bioid, enshrouded in darkness, walks off as it prepares to travel to Earth's surface. Meanwhile The Tennyson trio is eating marshmallows by the campfire, Heatblast having just explained to Max everything about the Omnitrix before he started the fire.

"And you say that this watch just... jumped up and clamped onto your wrist?" Max tried to understand the entire story, seeing every detail to try and understand who this all happened as comets don't change course so suddenly like Ben describes, to Max it was like the pod actively changed course to go towards Ben which he still didn't understand why. Heatblast catches a marshmallow that Gwen throws at him.

"Hey, this time it wasn't my fault" he chewed in the marshmallow, who got stuck in his mouth. "I swear!"

"I believe you, Ben." Max said as he had to accept the situation at hand quickly to think of what they should do about their current predicament regarding Ben's form

"Think he's gonna stay a monster forever?" Gwen asked as his situation wasn't looking very good and they didn't understand even a single thing about the device in his chest to try to make it undo whatever it did to Ben

"He's not a monster. He's an alien." Max said rather casually as Heatblast and Gwen stare at him inquisitively, slightly confused as to why he would say something like that "I-I mean, look at him. What else could he be?"

"Yeah, I don't wanna be 'fire guy' forever. How am I supposed to play Little League this fall if I charcoal the ball every time I catch a pop fly?" Heatblast complains as the reality of being constantly on fire was sinking in, it would make life cooler but at the cost of being much harder to do anything he likes

"Don't worry, Ben. We'll figure this thing out." Max tries to reassure his nephew as the three begin hearing a beep coming from the Omnitrix on Heatblast's chest five times before a green energy envelopes Ben. In a flash of light Gwen and Max saw that now Ben was now a diamond creature with sleeveless spandex that was black on the right side and white on the left side, with two crystal spikes coming out of his back

"You changed into another alien?... How many more things are you going to change into?" Gwen asked as she looked at him, trying to understand why he had changed into a man made of crystal. Also wondering who he turned into as they had the impression he would have been stuck as a flaming head until now

"I don't know, this one is kind of cool and much better than being on fire" Diamond Head says more uplifted as he looked at his shining hands with relief from no longer being a fire hazard to the whole forest

"Ben... I think it's best if you stay here until we figure out how to turn you back, I will go check the meteor crash. Try not to destroy anything" Max Said as he grabbed a flashlight from the camping supplies and went to direction Ben had appeared

A pod shoots from Vilgax's ship above orbit, landing deep in the woods, next to the watch's pod. Revealing itself as a gigantic Mechadroid, it scans and promptly disintegrates the pod in the crash site, and ejects smaller flying Mechadroids from its shoulders to go find the watch

Back at the campsite, Ben was fiddling with his new form to see all it could do. Focusing on his hand, Ben is able to turn it into a blade with an excited smile on his face "Cool"

"Caught ya!" Gwen Surprises Ben from behind, with the ten year old boy letting out a little scream of surprise, which causes Gwen to laugh considering his current look invoking a more serious and stoic appearance

"Very funny. Like your face" Ben said sarcastically as he mimicked Gwen's laugh with his transformation's deep voice.

"Grandpa said to not do anything" Gwen says as she sees that Ben continues to play with his diamond hand at a slightly slower pace as he was distracted by her being a nag

"Yeah? So, what's your point? If I got turned into this at least I should know how to use it for something" Ben said annoyed as he kept trying to do hand gestures to see if they did anything

"Did your parents drop you when you were a baby or something?" Gwen said that as she watched Ben shake his arm violently to see something happening, with a dozen of tiny diamonds shooting out and piercing through a tree. Ben looked at his hand with excitement before seeing the huge frown on his cousin's face

"Don't give me that look. You have to admit this is cool and come on, You can't tell me you aren't a little bit curious about what else this thing can do?" Ben said as pointed at the Omnitrix symbol on the left side of his chest, he was sure that his geek of a cousin would be Just as interested in the watch as much as he was

"Not in the least" Gwen said as she turned her head away as she didn't see how being stuck in as weird aliens could be 'cool'

"You sure you're related to me?" Ben asked her with a look of confusion, questioning if she was truly normal like he was. Meanwhile Max observes the crash site, picking up a piece of metal debris and turning it around to see if there was any writing on it

"I don't like this one little bit" the old man said as he dropped the piece of metal from his hand, and pointed his flashlight at strange footprints on the ground

"Look, if I can figure this thing out, maybe I can become a super hero! I mean, it would be cool to stay as myself for a bit, but if I can control this... I could help people, like really help them. Not just, you know, make things worse or get hung up by the underwear. Plus who knows what else I can turn into? what if I can become a giant or something that can lift things without moving a finger, it would be the coolest thing in the world!" Ben talked with Gwen about his motivation as he kept trying to make the watch work again by trying to move it like a dial or touching the face of it with force but nothing happened

"So, what does it feel like going all alien planet like that?" Gwen asked as it must be a weird feeling or sensation since he turned into a creature from another planet that looked nothing like a human

"It freaked me out at first. It was like I was me, but it was also like I was somebody else, which I still am?... But I'm kind of getting used to it, still it-" Ben stops talking as the watch begins flashing green while beeping again

"Hey, do you think I'm going to get back to normal this time or maybe turn into an even cooler alien?" He asked as he waited for the next transformation the watch had in store for him

"I wouldn't count on it" Gwen said as she looked at Ben preparing for the worst

"No duh, you wouldn't." Ben said before he is completely enveloped in a bright light once more. This time, he's turned into an insectoid alien with the watch's symbol in the middle of his face

"First a flaming guy, then a pile of crystal, now a... Overgrown bug? What else is that thing gonna have?" Gwen asked sarcastically as there was no way that he would keep transform into another alien new alien every few minutes

"I don't care what else it has, as long as they are awesome!" Ben said as he began flapping his new wings to fly across the entire place in great speed

"Haha this is too cool!" Ben said before smelling something bad enough to make him flinch "Eww! What's stinking up the place?" Ben looked around before smelling his arm pity to see if he was the cause of it, which he in fact was

"Hey! Would you quit it and get down here before grampa comes back!" Gwen shouted to not only catch Ben's attention but to stop him from trying anything

"Get down? Why would I want to get down when I can fly!" Ben said enthusiastically as he did circles around the air, joy expressed around his bug face

I'm going to see what else this guy can do, smell ya later" Stinkfly said before starting to fly towards the deeper forest from above the trees, his faint laughter becoming more and more distant

"Ben! Come back here! Or I'll tell grandpa that you ran into the forest after turning into a big ugly bug!" Gwen screamed as she watched Ben go away into the woods before realizing what she just said "This is the weirdest day of my life"

Stinkfly hovers above the tree tops before diving under them, flying on a zig zag pattern between long intervals while performing aerial tricks full of excitement, he stops on a tree to get some air before turning his eyes backwards when he hears a weird noise, seeing one of Vilgax's Mechadroids targeting him

"Huh? What are those?" He asked as the drones approached, seeing small turret-like appendages come out of the drone, which begins to charge with red energy, Ben recognizes that this was some kind of attack, leaping away before it can shoot him. He flies around other trees quickly, evading the pursuing Mechadroid's lasers. He's able to sneak out of its sight, shooting mucus out of his eye holes as it not only spins the drone out of control as it crashes into a tree, getting stuck on it by the mucus as Ben uses this opportunity to stab it with his massive stinger to destroy it. The Omnitrix starts timing out as another Mechadroid shows up to battle destroy Ben, he flies towards it as Stinkfly ready to use his stinger once again before the flash of green turns him into a aquatic alien with biology not so different from a humanoid angular fish. Now transformed into Ripjaws Ben crashed into the Mechadroid as his claws sink into the metal as to not let him fall, the droid prepares a laser but out of instinct from the species he was now transformed in, Ben bites the laser gun out with his mouth which he then uses to try biting the Mechadroid's head off, with both of them headed straight into the side of a cliff thanks to the droid's now damaged flight controls. Ripjaws leaps off before it collides and gets up victorious

"Haha! Take that you piece of junk!" Ben said as he kicked the pieces of the destroyed drone, when suddenly a second Mechadroid arrives, looking down at him

"I took down two of your buddies what hopes do you...have..." Ripjaws falls to his knees as he tries breathing but feels unable to, as his skin seemed to become dry and the strength left his body

"I... I need... Water!" He said struggling as the Mechadroid has Ben in its sights, Gwen appears and hits it with a shovel three times before its visor stops glowing as she saves Ripjaws

"Ugh! Back off Sparky! No flying tree-trimmer is going to hurt my cousin!" Gwen said as she angrily hits the Mechadroid some more

"Never thought... I'd say this... but am I glad to see you" Ben said with a relieved sigh, as he struggles to get up on his own with Gwen coming to his side to help him on his feet, she could tell that he was a fish out of water in the literal sense.

The Mechadroid starts sparking and it's body begins to shake, Ben and Gwen run away before it explodes

"That was too close for comfort, let's go back before Grandpa Max sees that we left" Gwen says as they watch the burning remains of the drone and Ben awkwardly shakes his head in agreement. A few minutes later, Max arrived at the camp to see Ripjaws with his entire head inside the sink of the Rust Bucket, after Ben and Gwen told him what happened. The trio of Tennysons are sitting in the RV

"I was worried that you might get popular with that thing on you. That's why I asked you not to fool around with it until we know what it is" Max scolds Ben for being so careless and using the watch once again without his supervision, saying that those robots would never have gone after him if he hadn't transformed

"Sorry, Grandpa... But at least I figured out how it works. Every time I transform into one of these super-cool alien dudes there seems to be a timer before I change again, maybe we need a stopwatch to see how long it is" Ben explains as he looked down on the watch on his chest, tapping it

"What about staying as only one super-cool alien dude and not transforming into a different one, or maybe even go back to the plain old pizza-face?" Gwen asked, half as insult and the other half of genuine curiosity

"I haven't figured that part out yet" Ben said as he looked at Gwen, he actually didn't know If he would genuinely prefer to stay as a transformation instead of his normal self, he thought that maybe after he tested out the other forms he would have a answer but Ben would certainly want to know how to do it before going back home to his parents

"With a device as powerful as that watch clamped on you, my guess is we better help you learn, fast" Max said as he came to understand the type of situation his grandson was now in, a very dangerous one

"Mayday! Mayday! Somebody help us! We're under attack by some sort of - I know you're not going to believe me, but… robot!" A man's in a panicking voice over the radio alerts

"Sounds just like those things that attacked me, they must be looking for the watch" Ben says as he hears the sound of explosions and tremors over the radio

"If they are still looking for me there, then those people are going to stand no chance! I gotta get there and beat those robots" Ripjaws said as he got up from the seat and made his way to the door of the Rust bucket

"Er, you? What are you gonna do about it, Ben?" Gwen asked him, Ben stopped at the door as he turned towards his cousin and grandpa

"I'm going to turn into a super hero, a lot of them" Ben says as he lifts his arm up to his chest as the Omnitrix symbol on his chest glows a shine as if it was ready to go. Ben, Gwen, and Max all go into the woods for Ben's transformation. The watch beeps and flashes up red as Ben looks to Max, who nods in approval.

"Here it goes! Please be someone Strong!" Ben said as he looked over at the watch and transforms, in a flash of green light his body starts to change color and Ben starts to grow in size while two extra sets of arms grow out from his body, as he now is transformed into Fourarms

"So what does this guy do?" Gwen asks, wondering which abilities could this new alien have as it didn't look too special aside from being big and having more arms

"I don't know, but I bet it's going to be awesome" Fourarms says in a deep voice while clinching his fist with a confident grin emerging on his large face, the Tennyson trio arrive to see Vilgax's gigantic Mechadroid attacking a campsite full of RVs and people screaming

"Looks like daddy-robot came to town this time. I'll get Gearhead's attention, you two get the campers to safety" he comments while staring at both Gwen and Max waiting for a response from their part. Max nods as he and Gwen run off. Fourarms snaps his knuckles while lightly stretching his neck, running towards the giant robot as it grabs the Park Ranger, as he's helping one of the campers left behind, with the others running off screaming

"Leave him alone! You want somebody to pick on? Try me on for size!" Fourarms shouts at the robot as he strikes a battle pose, the machine turns its head as it begins scanning him and sees the Omnitrix, completely focusing on Ben and nothing else as the Robot drops the Park Ranger and blasts Ben away. He lands in an RV, which the robot also shoots at immediately causing the RV to blow up. Ben is underneath it, but manages to punch himself out with his new found super strength as the metal plate of the R.V is sent sky high

"Cool..." Fourarms says as he examines his arms with excitement, The robot starts walking towards Ben again with its three robot legs causing the ground to shake, Fourarms decides to see his level of strength as he picks up part of the destroyed R.V with two hands and then he throws the ball at the direction of the giant drone. The robot jumps in the air to avoid it, spinning its three legs and falling down on Ben.

"What is going on here?!" The ranger asks as he looks to see screaming campers run away in panic and fire covering all around the place where the RV once stayed "Is this an alien attack? What is that robot and who is that red man!" He states in disbelief the situation he found himself in

"You're not wrong but you probably wouldn't believe me if I told you. Now come on." Gwen said as Max and her got back to evacuating the other campers. The ranger hesitates as Gwen and Max run off, but he also runs once the giant robot throws Fourarms into his truck, just barely missing him.

As Fourarms is dodging various laser blasts of the giant robot, a stray one hits a tree causing it to fall down exactly where Gwen is standing. Gwen stands with her eyes wide open before branching for impact but it never hit she looks up to see as the tree was being held in front of her by Fourarms before he threw the tree at the giant robot, making it stumble back a little

"So, are we even?" Ben said as he rubbed his hands together to clean them, while also thinking up on how to defeat the robot

"Yeah...Even" Gwen Nods before resuming to evacuate with the rest of the people

"Now how do I shut that guy d- Uh-oh!" Fourarms grunted as the robot suddenly grabbed his entire body with one hand while he was distracted.

The robot lifts Ben up and clinches him tightly, it stares at Ben's arm where the Omnitrix would've been before moving it's other hand to pinch the Omnitrix in the shoulder. Fourarms struggles to free himself but is able to overcome the robot's strength as he opens the grip of the giant android while slightly damaging it's fingers hydraulics, so the robot simply shoots Ben away with the other hand.

"Ben!" Max shouts as Fourarms lands into a small forest ranger building as it collapses on him, Ben getting up from the wrecked wood plates with a slight dizziness

"Ugh... gotta give this guy a beating before I change into something possibly worse, but I gotta do it before it can react..." Ben says before noticing the electrical glow coming out of the robot's chest plates where the core was likely located in, which gives Ben the perfect idea as to where to aim for in order to defeat the robot

"Let's see you handle this!" Ben shouts as he picks up debris around him to throw at the robot while running towards the giant android, who retaliates by shooting lasers at the launched materials as Four arms jumps up towards it's chest area, grabbing on the metal with two hands as he begins to tear out the protective plates to expose the energy core. The robot grabs him with the already damaged hand and lifts him up to prepare a blast but for arms breaks the entire hand entirely this time as the giant android misses it's shot, falling down Ben quickly grabs on the exposed core of the robot as he positions himself to remove it with brute force, before the giant android can do anything, Fourarms removes the core with great effort as he lands on the ground with the robot beginning to lose its balance as all it's systems began to lose power drastically. With a smile Ben jumps up to the Robot's face holding the core as he uses the giant android's own battery to smash his face in as it explodes along with the core, Fourarms is thrown away but is able to break his fall by grabbing the ground with his four hands as he slides on the earth

"All right!" both Gwen and Max commemorate as the rest of the robot falls in the ground

"Way to go, Be-" Gwen stops as the saved campers stare at her and her grandpa "...um - Four armed guy!"

"Oh yeah! Who's bad?! Who's the baddest of the bad? Me!" Fourarms shouts while flexing his arms up and down in commemoration as this was his first time fighting a giant robot and he was beyond excited about it "Yeah!"

Gwen and Max silently try to wave at him to make him notice the people, then shake their heads in embarrassment when he does and almost trips on himself

"Well, I… think my work here is done... Bye" Fourarms said while doing a salute with his hand trying to save some face after his embarrassing display of attitude and commemoration, he then jaunts away

"What was that?" A camper asked the rest who were just as confused as him, Gwen and Max quietly tiptoe away, leaving them shrugging to each other

Meanwhile Vilgax's ship is being repaired by drones as the large brown ship floats around the atmosphere of Pluto

"It seems that the Mechadroid has been destroyed, he failed in subduing the earth being transformed in a tetramend form" the droid informed as he showed a quick P.O.V footage of the Mechadroid last moments on a holographic screen

"Failure?! Unbelievable!" Vilgax angrily said after having found out what happened to his Mechadroid, going into a small struggle to breath due to his injuries "The puny Earth creature that is keeping the Omnitrix from me will soon hang on my trophy wall" the Villain said as his gazed deepen into a frown


"Where's Ben?" Grandpa Max asked Gwen as both were packing the stuff from their campsite

"I haven't seen him since breakfast" Gwen answered, suddenly both of them heard some weird noises coming from the horizon, when they look into the direction of it they find a humanoid figure approaching the Rust Bucket before stopping a few meters from them

"Ben? Is that you?" Grandpa Max asked as he and Gwen looked at the velociraptor looking alien with black pearls on his feet

"Check this out!" In a few seconds all of their camping supplies were all gathered and put away in a blue streak

"Pretty cool right?" Ben said as he lifted his face mask . The watch begins beeping and flashing green before Ben gets turned into a small frog like alien named Grey matter

"This summer is going to definitely be something else" grandpa Max said under his breath as he went inside the Rust Bucket to start the engine so they can leave

"Where were you by the way? Didn't see you the whole morning" Gwen asked as it was weird for him to just go somewhere without even telling them

"Let's just say I did a little visit back home for... Payback" Grey Matter responded in a smug way as he confidently stepped towards the inside of the Rust Bucket


"Dude. How'd we get up here?" Cash Murray asked as he and JT hang on their underwear on a tree in the middle of a hallway towards Bellwood

"Uh, I'm not sure. It all happened so fast." JT responds as the events happened so fast they seemed to be a blur and he was in one minute fine while in the other he was there hanging in the tree

"Hey, somebody? Anybody? A little help up here, please!" Cash screamed out to passing cars who ignored him entirely.

[Author's Notes]

Leave your thoughts and opinions in the comments at it helps a lot for motivating me to focus on certain fanfics.

Recently binge watched the Classic Ben 10 series with my brother as it was a big part of my childhood, we decided to watch both the secret of the Omnitrix and Destroy all aliens movies, with the latter inspiring this idea onto my head. I wrote it down and I think it has potential, but some episodes are difficult to work around as Ben being constantly stuck transforming into his alien forms gives a major problem in any scene revolving around crowded areas with people, I will have to work around that but otherwise I would be very much open to writing more of it.

The main goal of the fanfic is shaking up the episode's plot by changing around which alien Ben uses in the scene, I am trying to limit myself with only one alien from the original episode appearing at the same time he was used as it leads to more interesting encounters, like Stinkfly instead of Wildmutt a d Fourarms instead of Diamond Head