Ben 10: Alien Rebirth

by B.E.A.T.N

It started with an alien device that did what it did. It stuck itself upon his wrist with secrets that it hid. Now he's got super powers, he's no ordinary kid. He's Ben 10! My retelling of the Ben 10 series, with various changes throughout the story, including: mild cursing, some mild violence, skipped and altered episodes, etc. Find it, Titans: Elemental and other stories on AO3!

34. Chapter 34

Ben 10: Alien Rebirth

Chapter 34: The Visitor

We open in an arctic landscape. We see two men riding snowmobiles come across a strange pod in a snowbank.

The same one that had crashed to Earth at the beginning of the Summer!

The men look around, as if expecting someone to claim ownership over the pod.

One of them shrugs and touches the pod.

They accidentally open it, and they see some sort of alien creature in the shadows! It has three glowing pink eyes, and the sight of it makes them become afraid and run away!

….

Meanwhile in a park in St. Louis, Gwen is flying a kite she had gotten, and was now wearing her glasses.

Gwen, "ah, this is nice. Just relaxing with a fun activity."

And then WildMutt runs in and steals it.

Gwen, "HEY!"

Hope walks over with a snow cone and says, "looks like Ben is having some fun again."

Gwen, "oh yeah? Well…."

Gwen points at Ben and her eyes glow as she says, "Amorous Infecta!"

The spell she casts on him causes the dogs in the area to be attracted to WildMutt.

WildMutt stops as he sees the dogs all looking at him with the gills on his neck.

He quickly drops the kite.

All of the dogs in the park quickly took off running after WildMutt as fast as they could!

They swarm over him and WildMutt runs as fast as they chase him.

Hope can't stop laughing with Gwen as this happens.

WildMutt climbs a tree in order to escape his canine pursuers.

He thinks he's safe as he sits on a branch, but it breaks just as the watch blinks and reverts him back into Ben!

He yells as he falls, and the dogs all swarm Ben. He tries to get them off as they lick all over his face and arms.

Ben, "Gwen! Please make them stop!"

Gwen, "only after you apologize for what you did to my kite."

Ben, "okay! I'm sorry! Just get them off!"

Gwen smiled and snapped her fingers. The dogs lose interest and walk off as Hope helps Ben up.

Ben, "another mental note, never steal from Gwen when we're in a park."

Hope, "maybe just don't steal from Gwen at all?"

Ben, "alright, fine."

As the kids looked over at Max, their amusement and irritation grew into worry. He was watching an older couple, walking together with happy loving looks.

Max sighs as he holds his hat for a moment.

Gwen, "Grandpa? Are you okay?"

Max, "huh? Oh, yeah. I'm fine. I uh, just gotta go check the gas on the RustBucket..."

As Max walks off with his hat back on his head, Gwen, Ben and Hope glance at one another.

Ben, "why does Grandpa seem so bummed out?"

Hope, "yeah, he's usually in a good mood."

Gwen, "mom told me that Grandpa Max and Grandma Verdona met in St. Louis. After she left, Grandpa and Grandma Xylene spent a lot of time in St. Louis together. I guess Grandpa just misses having someone to grow older with."

Suddenly, the kids at the playground begin to panic!

Ben, Gwen and Hope turn to see who or what was causing such a panic.

Standing there was the alien that had exited the pod.

We now see them in their entirety.

She was tall, wearing a dark blue, skin tight jumpsuit. She had a tail and bi-pedal looking legs. She had a strange looking head that looked like they were two tentacles, with three pink eyes and black lips.

Hope, "can't we go one day without an alien attack?"

Suddenly, this alien woman grabs Ben using some sort of telepathy, enveloping him in a pink glow as she forces him closer.

She growled, "where did you get the Omnitrix?!"

Ben, "so you know what it is too? Huh?"

The woman, "of course I do! Now hand it over!"

Ben, "ain't gonna happen!"

Ben is able to dial the watch and transform into HeatBlast!

This pushes the alien woman back, as she is unable to hold him for much longer, and he begins shooting balls of fire at her. She uses her telepathy to block the attacks with walls of pink energy.

She then sends a blast of pink energy into HeatBlast, knocking him into the nearby lake. He crawls out, his flames mostly extinguished, his head looking like a bald red rock, and steam rising off of him.

As the alien woman approaches, Gwen forms a wall of pink magic in front of them.

The alien woman looks at Gwen as she says, "don't touch my cousin!"

As the alien woman tries to run around the wall, Hope steps forward with hands sparking with magic.

She says, "I wouldn't do that if I were you!"

The alien woman growls as she throws her hands forward, launching them away as she tries to get to HeatBlast as he rises to his feet.

But the woman is nearly hit by a laser shooting into the ground in front of her!

Max is there with his Plumber gear ready to attack.

Max, "who's attacking my- X-Xylene?"

The woman, Xylene, "Max?"

Gwen, "wait…. Xylene?"

Ben, "woah…. Wait, does this mean what I think it means?"

Hope, "I think it does…."

Max and Xylene approach one another.

Xylene and Max, "it's so good to see you!"

Ben, "uh, Grandpa, care to explain?"

Xylene, "wait, Grandpa? Max, are these…?"

Max, "yeah. Xylene, this is Gwen, Frank's daughter. And this is Ben, Carl's son. And Hope, we took her in a while back."

Xylene pointed at Ben and said, "he's my Grandson?!"

Ben pointed at Xylene and said, "she's my Grandma?!"

Ben falls backwards in Hope's arms as she blushes slightly.

Gwen held her hand up and said, "I have so many questions."

Max said, "let's, uh, head back to camp, and I'll explain everything."

….

Meanwhile, back at the snowbank, the snowmobilers, along with others, go to the site of the pod.

But their search of the area is cut short by the ground shaking!

Suddenly, one of Vilgax's robot drones emerges and attacks them!

They all run off as fast as they can as the drone begins to dismantle the snowmobile.

….

We see the Tennyson family sitting at the campsite Max had set up.

They were all sitting at a table, with Max and Xylene happily eating the gross food he had prepared.

Max, "well I'm glad somebody likes my cooking."

Xylene, "you just know what I like to eat."

Ben, "so, my grandmother is an alien?"

Max, "yeah. After Verdona left, and I joined the Plumbers, I met Xylene during training. After working together for a few years, we got married and had Carl."

Gwen, "well how come Uncle Carl and Ben don't look like her?"

Xylene, "it's how my species works. All the females look like this, while the males resemble the father. So if Carl had been a girl, they would have looked like me."

Hope, "eh, makes sense."

Ben, "how come we haven't met you before?"

Xylene, "well, my work as Plumber, combined with how my species more often than not is self reliant. But I always made time to visit Max and Carl whenever I could. It's been a long time though."

Ben, "I'll say. I'm 12 and don't remember you visiting."

Xylene, "my apologies. I regret not visiting more often."

Max held his hand out as one of Xylene's tentacles on her head took it.

Max, "so, Xylene, I'm happy to see you, but why are you on Earth so suddenly?"

Xylene points to the watch and says, "that."

Ben, "you want the Omnitrix!?"

Xylene, "no. I came to make sure it didn't fall into the wrong hands after I sent it here."

Hope, "wait, you sent the Omnitrix?"

Xylene, "indeed. I was tasked to bring it to Earth, but I was attacked by Vilgax on the way. I had to make an emergency landing after sending it near Bellwood. I only recently awoke from suspended animation in a snowy area, and tracked it down. I'm just glad it didn't end up in Vilgax's clutches."

Max, "you can thank Ben for that. He was able to send him to the Null Void."

Xylene, "I'm sure he had your help to do so."

Hope, "hey, we all worked together to stop him."

Gwen, "yeah, so please give us some credit."

Xylene, "well, I'm sure you all played a part, but Max was one of the best Plumbers I ever trained with, on top of him being the one who took down Vilgax in the first place."

Gwen, "thank you. So, now that you know the Omnitrix is alright, what're you gonna do now?"

Xylene, "I need to send word to Azmuth and the other Plumbers that the Omnitrix is safe. My ship will be here some time tonight. In the meantime, I'd like to catch up with Max."

Max, "gladly. Can you kids clean up while we take a walk?"

Gwen, "sure thing Grandpa."

Hope, "yeah, totally."

Ben, "fine."

Ben seems uneasy about Xylene being there as she and Max walk off.

As Hope and Gwen start to clean up, using some magic to float things around, Hope notices Ben fiddling with the watch and says, "Ben, what're you up to?"

Ben, "I'm gonna follow Grandpa and Xylene. I've just got a strange feeling."

Gwen, "Ben, I think it's alright. She and Grandpa spent a lot of time together. And she is family. Maybe we should give her a chance."

Hope, "yeah. And it's nice to see how close they are. You don't see love like that very often."

Ben, "I'm just worried is all. I'll let you guys know what I learn."

Ben transforms into WildVine and races off.

….

We see Max and Xylene walking through the woods together.

Max, "it's so great to see you again."

Xylene, "the same to you. You haven't changed a bit from the last time I saw you."

Max chuckled, "well, I wouldn't go that far. I've got some gray hairs after all."

Xylene, "I think they make you look more handsome."

WildVine's head pokes out of a tree, and he whispers, "ugh. If this keeps up, I'm gonna start hurling sap."

Xylene, "you know Max, I'm probably going to have to go back to doing my job as a Plumber. And I was wondering if you wanted to come with me?"

Max gave an unsure look as WildVine gasped in shock!

He quickly sped off to get back to camp.

….

Gwen and Hope had just finished cleaning up the campsite, when Ben came back, being human once again.

Ben, "guys! Guys!"

Hope, "what? What?"

Ben was about to explain what he heard, when they all heard a rather loud noise.

All three turned to see what had made the noise. And it was the giant Vilgax drone! It quickly begins to attack the three of them! Hope and Gwen form shields around them as the drone tries to hit them.

Ben quickly made his way up a tree as the watch powered back up.

Ben got onto a large branch and yelled, "hey! Metal head!"

The drone turns its gaze towards Ben as he fiddles with his watch.

He runs to the edge of the branch, and jumps off as he slams down on the watch, transforming into Frankenstrike and yelling, "you want a fight? You got one!"

Frankenstrike slams his fists on top of the drone and jumps away as Max and Xylene arrive back at the RustBucket.

Frankenstrike sends the drone back with a blast of lightning, and Xylene uses her telepathy to trip the drone up.

Max shoots it with one of his weapons as Gwen and Hope yell the spell, "Emocha Objectia!"

It electrocuted the drone as Xylene grabbed them with her telepathy. She tries to fling them away, but the drone manages to shoot at her, forcing her to dodge the blast and unintentionally flinging the drone into the RustBucket.

Xylene exclaimed, "sorry!"

The drone starts to grab parts from the RustBucket and adds them to itself before advancing towards the group, much stronger now!

It starts advancing towards Gwen, Hope, Max, and Xylene, but before it can attack them, Frankenstrike grabs hold of its tendrils and holds it back.

Frankenstrike, "somebody shoot this thing before I lose my grip!"

Max quickly uses his blaster to shoot the drone with a laser!

This causes a good chunk of it to explode and Frankenstrike quickly throws the flaming remains through the air, and out of sight, accidentally damaging the RustBucket in the process.

Frankenstrike turned to Max as he and the others regrouped.

He said, "sorry about the RustBucket Grandpa."

Max, "it's not your fault, Ben. Come on, let's get this mess cleaned up…."

….

But as the family regrouped, none of them noticed the remains of the drone crawling through the woods.

….

Later, we see Hope, Diamondhead, Gwen, Max, and Xylene working together to put the RustBucket back together.

Gwen and Hope were using magic to repair the tires as Xylene used her telepathy to repair one of the walls to the RV.

Max was fixing up the tech on the top of the RustBucket.

Xylene, "are we sure that thing was destroyed?"

DiamindHead, "if the explosions didn't kill it, the fall surely must have."

Hope, "we better keep an eye out for the drone though."

Max, "good idea Hope."

….

Meanwhile, at a ranger station, the drone has begun to repair itself by stealing parts from cars.

….

As the rebuilding of the Rust Bucket continues, DiamondHead is gathering parts of the RustBucket.

He's lifting the RV up so Max could look over the bottom of the vehicle.

Xylene stepped up and said, "you know, a Galvanic Mechamorph would've been a better choice to fix the RustBucket."

Max, "she means Upgrade."

DiamondHead, "right. Well, you know how much this watch gets my choice of aliens wrong."

Max, "calm down Ben. Since Xylene sent the watch, maybe she could help you?"

DiamondHead, "you're taking her side?"

Max, "that's not what I mean."

DiamondHead, "no, I get it. I'm just a screw up who needs help figuring this out. If I'm such a screw up, why did I end up with the watch anyway!?"

Xylene, "because it was supposed to go to Max."

Max, "what?"

DiamondHead, "what?"

Gwen, "what?"

Hope, "what?"

Xylene, "since Max was one of the best Plumbers in the galaxy, Azmuth thought the Omnitrix would be safe in his hands. So he keyed the Omnitrix to Max's DNA, so no-one else could wear it. I was going to deliver it personally, when Vilgax shot my ship and I had to make an emergency landing. The reason you can use the Omnitrix is because you and your cousin share Max's DNA."

DiamondHead gives a shocked look as he turns back into Ben.

Ben, "this whole time…. I wasn't even supposed to have this thing…."

Xylene, "well, I didn't plan on giving it to you, but-"

Ben, "then go ahead and take it back! And go ahead and cruise around the universe with grandpa!"

Ben runs off in anger with slight tears in his eyes.

Gwen, "Ben, wait!"

Hope, "come back!"

Gwen and Hope run after Ben as Xylene gives a remorseful look.

….

Ben is sitting on a log, as Hope and Gwen approach them.

Gwen, "are you okay?"

Ben, "I dunno. I mean, I figured the watch wasn't sent to me on purpose…. But it's like a wakeup call to learn the truth about it…."

Hope, "it doesn't matter whether you got the watch on purpose or not, what matters is that you've used it to help so many people."

Gwen, "me, Grandpa and Hope are proud of you. But…. I can tell it's not just the watch, right?"

Ben, "right…. Xylene offered to take Grandpa with her when she leaves…. And I'm worried that there won't be anything keeping him on Earth…."

Hope and Gwen give worried looks at Ben's words.

….

Xylene, "I'm sorry Max. I should apologize to Ben. I guess it's just my species' instincts. We're left to fend for ourselves as soon as we hatch. I'm one of the few who stuck around for Carl while he was growing up before going back to work."

Max, "it's fine Xylene. I'm sure Ben will forgive you. He's really grown over the Summer."

Xylene, "I hope you're right. I've been giving him flak for how he uses the Omnitrix, but I keep forgetting he's only a child. I'll…."

That's when they hear another loud noise.

Suddenly, the drone smashes through the trees and sets its sights on Max and Xylene!

Xylene tries to use her telepathy on it, but it's able to move faster than her, and knocks her into the forest!

Max, "Xylene!"

Max tries blasting at the drone, but the drone moves too fast for him and grabs him!

It starts dashing away with Max struggling to get out of its grasp!

Xylene gets back to her feet and rushes to the RV, looking around for any sign of Max and the drone!

That's right when Ben, Gwen and Hope ran back to the campsite.

Gwen, "what happened? Where's Grandpa?"

Xylene, "that drone was still active. It took Max!"

Ben, "what?! We've gotta get him back!"

Xylene stopped Ben and said, "they're luring you into a trap, so they can get the Omnitrix."

Ben, "I don't care! I'm not letting that thing hurt my Grandpa! So if you're not gonna help-"

Xylene, "you think I want him in danger? I'm trying to say that we need a plan!"

Hope, "what do you suggest?"

Xylene, "the drone will go somewhere secluded with technology around in order to lead us into a trap."

Gwen, "there's a dock a few minutes away from here. "

Xylene, "then that's where we're going."

Ben smirked and said, "and I know the best way to get there fast", before pulling out the hoverboard Tetrax gave to him.

Xylene, "did Tetrax give you that?"

Ben nodded and said, "and it's about to come in handy!"

….

We see Ben racing towards the docks on his hoverboard, while Xylene, Hope and Gwen were following close behind.

Ben stops on top of a storage crate, and sees the drone hooked up to Max's plumber suit!

Mad sees Ben and yells, "Ben! It's tapping into my suit! Do whatever you have to do to destroy this thing!"

Ben hides behind a crate as the drone shoots at him!

Ben holds out the watch and yells, "I'll trade you, ya bucket of bolts! My Grandpa for this stupid watch!"

Hope, Xylene and Gwen soon arrive to hear Ben yelling this!

Max, "Ben! No!"

The drone aims to grab Ben, but Xylene rushes forward and grabs her grandson, pulling him to safety.

Gwen and Hope push the drone away on a forklift using a huge gust of wind!

Xylene runs forward and uses her telepathy to free Max and use the controls to the forklift to crush the drone with a crate.

Just as Max and Xylene try to get away, the drone merges with a tank that was in the crate and regains control of Max!

Xylene and the others are forced to take cover as the drone uses Max and the tank to attack them.

Xylene, "you need to destroy that thing."

Ben, "I'm not sure if I've got an Alien that can take care of that thing. It might take control of Upgrade, and BuzzShock wouldn't be much good against it."

Xylene, "I think I know just the alien, if you'll allow me to see the Omnitrix?"

Ben held out the watch, and Xylene started fiddling with it, until a new alien symbol appeared on it.

She said, "try this one on for size."

Xylene presses down, and in a flash of green, Ben looks upon the new alien he's turned into.

A short, bright green, frog-looking alien with a tail, and bulbous gut.

The new alien asked, "what's this one called?"

Xylene, "the Perk Gourmand."

The new alien asked, "and what's it supposed to do?"

Xylene clarified, "you're going to eat it."

The new alien, "excuse me?"

Xylene explained, the Perk and Murk Gourmand's can ingest almost any object in the galaxy and spit it out as energy. So eat the drone!"

The new alien nodded, and leapt onto the drone as fast as he could!

He starts grabbing pieces of the machine and gulps them down like candy, and quickly jumps on top of a crate and shoots a ball of green energy from their mouth, hitting the drone dead on!

Gwen, "ugh! Great…. Like you weren't disgusting enough already!"

The new alien yelled, "cool! I've got Upchuck powers!"

The newly named Upchuck jumps back onto the drone and starts to eat it as Xylene and Hope work to free Max.

Upchuck eats the original drone and the drone deactivates as Upchuck ingests the last of their components and burps a large burst of energy into the remains of the drone, blowing it to kingdom come for good!

The others walk over to Upchuck.

Hope, "nice work Ben."

Gwen, "yeah. For as gross as that power is, you really came through for us there."

Upchuck, "thanks."

Xylene, "I think the Omnitrix is in good hands. Well done dear."

Upchuck smiled before reverting back into Ben, who burps out some remaining parts of the drone.

Ben, "uh, I wasn't expecting that to happen."

….

Later, at the RustBucket….

Ben, "I wanna apologize for my attitude earlier. You're family, so I should try to be nicer to you. And if you make Grandpa happy, you're alright in my book."

Xylene smiled, "you're so much like Max. More than I thought. The Omnitrix is in good hands. Promise me you'll look after it?"

Ben nodded.

Xylene smiled and then stared at her ship as Max said, "I guess this is goodbye?"

Xylene was silent for a moment before saying, "you're going to stay on Earth, aren't you?"

Max, "Ben, Gwen and Hope…. They're my whole world. I could never leave them."

After a few moments, Xylene turns to Max and says, "then they're my world too."

Everyone gave wide-eyes as Xylene pressed a button on the wrist of her suit, and the ship took off into the sky.

Xylene, "leaving our family was one of the hardest things I had to do. I can't do it again. Hopefully the Plumbers will understand."

Max gives a heartfelt smile as he and Xylene embrace, and the two share a tender kiss.

Ben and Gwen look a little grossed out by the kiss, but are very happy for their Grandpa.

Hope watched as Max and Xylene walked into the RustBucket together. The couple was beyond happy to be traveling together again.

Hope, "man, I hope I have a relationship like that one day."

Ben heard this, and took a deep breath before saying, "Hope?"

Hope turned to Ben and said, "yes?"

Ben mustered all of his courage as he went in and quickly kissed Hope on the lips. As Ben stepped back, both of them had huge blushes on their faces and eyes as wide as dinner plates.

Hope, "B-Ben…."

Ben, "aw jeez. I uh, I screwed up, didn't I?"

Hope, "Ben-"

Ben, "why would a pretty girl like you like a dweeb like me, huh?"

Hope, "Ben."

Ben, "I mean-"

Hope, "BEN!"

Ben, "huh?"

Hope leaned in and kissed Ben right back.

They both separated again as Hope said, "you're my dweeb, you know that, right?"

Ben grew a dumb grin on his face as the two hugged one another tightly.

Ben, "I…. I like you, Hope."

Hope, "I like you too Ben."

The two held one another for a few more minutes after they had confessed their feelings. Gwen was watching from behind the corner of the RustBucket, smiling at the sight….

….

Meanwhile, we see a familiar face in a prison.

Rojo!

She was dressed in gray prison clothes as she laid on her bed.

As she lay there, she stewed over the anger she kept for the Tennyson family after they got her arrested.

But suddenly, she heard her cell being unlocked as a prison guard said, "congratulations Rojo. Your bail's been paid."

Rojo was confused as she walked out of the cell, and was led towards several men dressed in trench coats and medieval masks.

One in particular was a man with a black goatee.

He said, "hello, Ms. Rojo…. My name is Driscoll…. We have a proposition for you…."

….

Reviews:

Guest: I hope to have Ben eventually find more Necrofriggian's Big Chill had Overflow IS Water Hazard. He's literally the same alien with a different design.

Monkey D. Conan: well, I'm happy to hear that.

lenoravampire1: sort of. I plan on continuing the story after Omniverse. This 5th installment; Ben 10,000: Alien Rebirth, would basically show Ben and his friends and family, older and such, going on more adventures.

Guest: I dunno. Why is Daredevil called Daredevil if he never was a daredevil?

OMNISENSE95: thanks.

JohnaMan: 1. I'm glad you're glad I included The Unnaturals. Cash will bring up "saving the day" in Alien Force. 2. I'm glad you liked the change of Ben not getting Ghostfreak back yet. 3. Ben will give one liners when transforming, rather than yelling the names out. That will be how you can tell the difference between him and Albedo.

epantoja521: glad you liked the chapter. And I plan on using Frankenstrike way more in canon. Same goes for the other monster aliens.

Ushindi: thanks. It's one of my favorites too. I'm glad you liked what I'm doing with Viktor. 1. It was an interesting idea. 2. I think he'd be much cooler if he was used more often. 3. Maybe. We'll definitely see more Ben 10 AU's in this story in the future….

Omnicaster: thanks. And yes, I will.

Guest: yep. He's here. And yeah, Kuro the Artist was a big inspiration for future arcs. In Alien Force, I'm gonna establish that the Zs'Skayr in Alien Force will be a copy of Zs'Skayr who was caught and imprisoned by the Plumber's for years. But yeah, here's the conclusion for season 3!

….

And we finally get to the Visitor!

Xylene was one of my favorite characters that only got one episode!

And so I decided to have her stick around with our heroes.

And what do you guys think of the reveal that Xylene is Carl's mom and Ben's Grandma?

Now the updated alien list:

WildMutt

FourArms

GreyMatter

XLR8

DiamondHead

RipJaws

StinkFly

Upgrade

Cannonbolt

HeatBlast

BuzzShock

Wildvine

TenTen

Detro

SilverFang

DoomStone

Frankenstrike

And now; Perk Upchuck.

18 aliens thus far!

Next chapter will be an original one, showing when Max first began his training as a Plumber, met Xylene, Phil and a few other characters. Including a villain who will be very important eventually….