A/N: This happens when Ben was 10 years old.

The Tennysons were doing their own things inside the Rustbucket. But little did they realize the trouble that was about to come to them.

In one of SERN's laboratories, a certain time travelling villain had teamed up with SERN itself. -Eon. He wanted revenge on Ben for foiling his plans the last time he faced him, he was testing out the Phonewave lookalike with the people of SERN.

"The device is ready for it's second test boss."

"Fire it up."

BEEP!

KZZT! CRACKLE-CRACKLE-CRACKLE-CRACKLE!

The Phonewave lookalike started up, white light and sparks started emerging from it. Eon then set it to transport certain people back to the prehistoric times. Specifically, the Tennysons!

Back at the Rustbucket, the Tennysons found themselves being sucked into another portal.

FLASH!

"H-Huh?!"

"Not this time!"

FLASH!

Ben turned into Ghostfreak and tried to stop himself, Gwen and Max from being sucked into another portal. But even with his intangibility, he got sucked in along with them anyway.

"AAH!"

"AAH!"

"AAH!"

FLASH!

When the Tennysons got transported somewhere else, they looked around. "Ungh... Wh-Where are we?" asked Ben. Then, he looked at himself. He saw that he was back in his human form. This was surprising since he never intended to switch back to his normal form. "That's weird..." he said, before he, Gwen and Max kept on looking around. After the Tennysons looked at the surroundings some more, they realized that they were in Africa again. "W-We're in Africa again!" Ben said in surprise, "Look! It's Pride Rock!" said Gwen as she pointed at the familiar rock structure. "Wait, why did we end up in the Pridelands?" Ben asked further, suddenly

"If it weren't for you, your father would still be alive! It's your fault he's dead! Do you deny it?!"

"No."

"Then you're guilty!"

"No, I'm not a murderer!"

"Oh Simba, you're in trouble again. But this time, daddy isn't here to save you. And now everyone knows why!"

There were two lions communicating with each other. One was dark brown with a black mane, a thin build and green eyes with a scar on the left one. He looked familiar to the Tennysons. The other lion had a lighter shade of brown for his fur, his mane had more of a reddish hint to it. His build was larger and more muscular than the other lion, and he seemed to be kind of familiar to the Tennysons as well. Suddenly, Ben remembered both of them. The dark brown-furred lion was Mla Mtu! The same lion that terrorized the African natives a long time ago! And the lion with the lighter fur and the mane with a reddish hint seemed to be Simba. But it hasn't been that long, Simba grew too fast for a lion. Unless...

"W-We time traveled again didn't we? And I think it's in the future too."

Gwen and Max nodded in agreement to what Ben just said, as it had been too soon for Simba to appear the way he did right now.

CHAKK! CHAKK!

ROAR!

"And here's my little secret. I killed Mufasa."

The animals aren't actually talking, just given dialogue for the story. And Mla Mtu who was actually called Scar whispered his little secret to Simba. -What he did a long time ago. If Ben was near, he'd be able to understand him using the Omnitrix's translator. But he wasn't.

Simba remembered what happened years ago. He saw his father get thrown off the cliff. Scar had done it, but it wasn't until the moment he told him that he did it did he find out about it.

"AAH!"

"NOOO!"

"NOOO!"

FWOOSH!

THUMP!

"Agh!"

"MURDERER!"

"-NO SIMBA PLEASE-"

"TELL THEM THE TRUTH!"

"Truth... T-Truth is in the eye of the behol-"

Simba was angry now that he found out about the truth. He immediately got enough strength, energy and motivation to get back up the top of Pride Rock and pin Scar to the ground. When Scar tried to talk his way out of possibly being killed, Simba pressed his paw with its claws out hard against his throat.

"Ghh-Ghh-Ghhlk-Ghhlk! A-Alright! Alright! I did it."

Scar said the last three words softly to himself. However, Simba forced him to say them out loud by adding "So they can hear you.". After being left with no other choices, Scar finally shouted "I KILLED MUFASA!".

Immediately, the hyenas he teamed up with pounced on and started attacking Simba. However, the lionesses were there to help him and got them off of him.

GRRAR! RRARRR! RRARRR!

ROAR!

CHOMP! CHOMP! CHOMP!

ROAR! ROAR! ROAR!

CHOMP! SLASH! BAM! SLASH!

The lionesses managed to get enough hyenas off of Simba for him to be able to get back up again. One of them was a lioness named Nala, his cubhood best friend and now girlfriend. She slashed at a certain hyena named Shenzi who was the leader of the hyenas who were operating under Scar's rule.

ROAR!

SLASH!

YIPE!

Meanwhile, two friends that Simba had made when he left the Pridelands as a cub helped him in the fight. Their names were Timon (a meerkat) and Pumbaa (a warthog).

"YAAH!"

"YAAH!"

BAM! BAM! BAM! YIPE!

"'Scuse me. Pardon me. Comin' through. Hot stuff."

"AWOO! AWOO!"

"AWOO! AWOO!"

After Timon and Pumbaa managed to take down some of the hyenas, they went in different directions. After they did, Simba ran towards the spot where they just were and was trying to get more hyenas off of him.

ROARRR!

FWOOSH!

YIPE!

"RAAAHHH!"

BAM!

"HOO-RAAAHHH!"

Suddenly, something managed to knock out the last hyena that was trying to attack Simba. It was a big stick. And it belonged to a mandrill. His name is Rafiki, and he was one of the residents of Pride Rock. He shook his staff and screamed, before jumping down. After he jumped down, he was surrounded by more hyenas. But that didn't faze him, he still fought them anyway. And it turns out, he was particularly great in combat.

GRRR...

FWOOSH!

BAM!

"HOO-WAAH!"

BAM! BAM! BAM!

"HOO-WAAH!"

BAM!

"YAAH!"

BAM!

"RAAH!"

Rafiki managed to take down the hyenas that surrounded him awhile ago, knocking them all out in the process. The other hyenas started running as the lions beat them up and mauled them in the battlefield. Meanwhile...

"Now this is a meal I've waited my whole life for."

"I've been waiting too. And I'm not a cub anymore!"

ROAAARRR!

HAHAHA!

Nala and Shenzi ended up on a one-on-one fight. They both clawed and bit at each other. But eventually, Nala managed to bite Shenzi's back before throwing her off of Pride Rock.

CHOMP!

YIPE!

ROOOAAARRR!

FWOOSH!

Shenzi fell from a great height, so she ended up breaking her back and being injured. Then, Nala joined the other lionesses and Simba in the fight against Scar and the other hyenas.

ROAR!

SLASH! SLASH!

HAHAHAAA!

CHOMP!

ROOOAAARRR!

SLASH!

YIPE!

SLASH! SLASH!

Meanwhile...

THUMP!

"Oomph!"

"Hahaha! The strong dominate the world, and the weak perish Ben Tennyson!"

Ben, Gwen and Max were thrown to the ground by future versions of Dr. Animo and Black Jack. Black Jack had started the flames that were starting to surround Pride Rock, while Animo was planning on taking some of the animals from it so that he would have mutants at his disposal. Animo then took some injured hyenas who were running away. "Behold!" he said, before injecting them with a substance that would mutate them.

"NO!"

FLASH! FLASH! FLASH! FLASH!

YIPE! AWOOO!

"NO!" yelled Ben as Gwen and Max gasped in shock. After the hyenas mutated, they looked towards the Tennysons before growling at them.

GRRR...

GRRR...

GRRR...

Ben activated the Omnitrix before slamming down on it. He turned into Wildmutt, before starting to fend off the mutant hyenas that were trying to attack him, Gwen and Max.

BAM! BAM! BAM!

ROOOAAARRR!

HAHAHA!

The Tennysons tried fighting the mutant hyenas as much as they could, but Animo kept on making more and more until eventually their numbers were too much.

ROOOAAARRR!

SLASH! CHOMP! SLASH!

FLASH! FLASH! FLASH!

PEW! PEW! PEW! CHAKK!

"Th-There's too many of them!"

"I got it."

FLASH!

"Fourarms!"

BAM! SMASH! BAM!

Ben turned into Fourarms, before helping Gwen and Max get the packs of mutated hyenas off of them. Just then

FWOOSH!

"AAH!"

"Hahaha. Let's see you hold your own against this!"

FWOOSH!

BOOM!

"Agh!"

THUMP!

Black Jack used his sword to send fire towards Ben, making him fall. Ben gained a big burn mark on one of his arms, "Agh..." he said as he held that arm in a bit of pain. Just then, Black Jack teleported towards Ben before sending him flying using a negalomaniac energy-charged uppercut.

FLASH!

"RAAH!"

BAM!

"AAAHHH!"

CRASH!

Ben ended up crashing into the ground hard, "GET AWAY FROM MY GRANDSON!" shouted Max before he tried firing at and slashing Black Jack. However, Black Jack was able to dodge all his attacks and send him flying with an energy-charged punch.

"RAAH!"

PEW! PEW! PEW! FWOOSH! FWOOSH! FWOOSH!

"RRAGH!"

BAM!

"Agh!"

CRASH!

"GRANDPA!"

Max ended up crashing into a tree, he became weakened from hitting his back hard into it. Gwen became angry, before trying to kill Black Jack with magic blasts. Unfortunately, he was able to dodge those as well and managed to slash the side of her neck with his sword.

FLASH! FLASH! FLASH!

FLASH! SLASH!

"AGH!"

The cut managed to weaken Gwen and make her scream in pain, it was painful as well. Black Jack then walked over to Gwen, before raising his arm up to try and stab her in the head.

"RAAH!"

FWOOSH!

FWOOSH!

BAM!

"Agh!"

THUMP!

Luckily, Gwen managed to roll out of the way just in time and make him fall using her feet. After she managed to get back up, she saw more hyenas run towards and past her. Then, she looked above and saw Scar knock Simba down on the ground.

SLASH!

"Agh!"

THUMP!

ROOOAAARRR!

Scar then jumped at Simba, who kicked him off using his hind legs and made him fall off of Pride Rock.

FWOOOSSSHHH!

THUMP!

"Agh!"

Scar was severely injured and weakened from the fall. It was from a great height from the top of Pride Rock, so he was really hurt. His back was broken and he was limping.

"Ungh..."

After Scar looked across, he saw some of the hyenas approach him.

"Aah, my friends."

"Friends? I thought he said we were the enemies."

"Yeah! That's what I heard. Ed?"

"Hehehe. Hehehe."

SLURP!

"No, you don't understand! No, I didn't mean to- No, NO, NOOO-"

"Hahahahaha..."

Just as the hyenas were about to attack Scar from every direction, Black Jack and Animo walked towards them. "Who are these guys?!" asked Shenzi, "I dunno, they're new to me." replied her friend named Banzai.

"It won't matter who we are soon, because your lives will belong to us in a matter of seconds." replied Black Jack, before adding "Do it.". "With pleasure." replied Animo smirking, before he grabbed Scar and every hyenas that he could. Just then

CHAKK! CHAKK! CHAKK! CHAKK!

YIPE! ROOOAAARRR!

After Animo injected them with syringes that had mutation liquid in them, Scar and the hyenas were mutated.

GRRR...

GRRR...

GRRR...

"Uh oh..." said Ben, as he saw Scar and the hyenas walk towards him, Gwen and Max. "Get them!" Max yelled, before he, Ben and Gwen started fighting against Scar and the hyenas.

BAM! BAM! BAM!

"Sonoris Aeros!"

FWOOOSSSHHH!

PEW! PEW! PEW!

The Tennysons tried fighting back against Scar and the hyenas as much as they could. However, they were too much and stronger than ever before.

"HEEYAAH!"

FWOOSH!

BAM!

ROOOAAARRR!

While Black Jack and Animo were watching, Animo said "Let's get some more animals for our experiments.". Black Jack nodded, before walking off with Animo. Just then

ROAR!

Simba managed to get down from Pride Rock safely. However, he saw Black Jack and Animo. Then, he saw the Tennysons fighting against a mutated Scar and some more mutated hyenas. "That one will be perfect." Animo said menacingly with a wicked grin on his face, Simba didn't like this and growled at him. Just then

"RAAH!"

ROAR!

"Oomph!"

THUMP!

Animo tried to grab Simba, but the lion jumped on his face and managed to avoid him. "Oomph!" said Animo as he fell down on the ground. Black Jack tried to capture him using his powers, but he was met with a huge fireball to the face.

"RAAH!"

FWOOSH!

BAM!

"Urgh!"

THUD!

Ben just threw a huge fireball at him, then he switched forms once again.

FLASH!

"Terraspin!"

FWOOOSH!

"AAGH!"

"AAAHHH!"

Ben sent winds strong enough to send both Black Jack and Animo flying into some rocks. Simba then realized that Ben was on his side, however...

GRRR...

Scar and the hyenas surrounded him! When Ben saw this, he went Fourarms and stood next to him. Suddenly, a familiar feline face came into the scene.

"Simba!"

"Nala?"

ROOOAAARRR!

ROAR!

SLASH! SLASH! SLASH!

Ben, Simba and Nala started to fight Scar and the hyenas. After a while, Dr. Animo and Black Jack managed to get up again. Gwen and Max focused on them. "Untusa!" Gwen kept on yelling, changing Scar and the hyenas back to normal. However, Untusa was one of the spells that would take up more of Gwen's energy than usual. So she had to use it wisely.

FLASH! FLASH! FLASH!

"NOOO!" Animo shouted, before picking up chunks of the ground and throwing them with his strong, mutated white gorilla body. However, Max was able to destroy them with his blaster.

PEW! PEW! PEW!

Ben ended up on a one-on-one fight with Black Jack. Black Jack tried to slice Ben, who quickly ducked as XLR8 before giving him a surprise punch as Heatblast.

SLASH!

FWOOSH!

FLASH!

BAM!

"Argh!"

THUD!

Ben decided to use the finishing move by transforming into Ghostfreak and making Black Jack faint by phasing his hands through his head while he was distracted from the pain.

FLASH!

FWOOSH!

FLASH! FLASH! FLASH! FLASH!

"AAAHHH!"

Black and white flashes began to cover Black Jack's vision, before he fainted. After Black Jack fainted, Gwen dealt the finishing move towards Animo.

"Solaris!"

FLASH!

"Argh!"

CRASH!

She sent a huge burst of light, sending him flying into a huge rock. It shattered on his weight and some of it's pieces ended up flying high into the air before falling down and hitting his head which was encased in a small glass container filled with special blue liquid.

FWOOSH! FWOOSH! FWOOSH!

SMASH!

"Argh!"

Animo's protective head cover was shattered, the blue liquid inside it spilled out. As his head was separated from his body, it dried up before he died. "Well, that's the last we'll see of future Animo. For a while." said Gwen, "Hold it, our problems are not over yet. There's still fire blocking every possible way outta here." said Ben as he pointed to the huge flames that surrounded Pride Rock and the surroundings near it. They were getting bigger and bigger. "I got it." replied Gwen, before she yelled "Sonoris Bumbargos!".

FWOOOSSSHHH!

Immediately, huge waves of water covered the area dousing out the huge flames. Pride Rock and the Pridelands were safe once again, but the surroundings were charred to a crisp. Trees were burnt and some of the rocks had burn marks on them. Scar and the surviving hyenas had all ran away, the hyenas ran off in a different direction. "Looks like our work here is done." added Gwen.

Some Time Later...

Eventually, the Tennysons were able to fix everything up. Just then, they were being teleported again.

FLASH!

"Wh-What's happening this time?!"

"Wherever we're getting teleported, I hope it's home."

FLASH!

The Tennysons were teleported back to their timeline, they were finally home. It turns out, Okabe managed to locate where one of SERN's laboratories were and stopped their operations involving the Phonewave lookalike. He then set the Phonewave lookalike to take the Tennysons back to their timeline. After that, he sent the Tennysons a message about what he did. And they were grateful for that.

A Few Hours Later...

The Tennysons returned to their normal everyday routine. However, Ben's Omnitrix suddenly beeped repeatedly.

BEEP! BEEP! BEEP! BEEP!

"Uhh... Guys?"

"What's wrong with the watch?"

"That's just it, I don't know."

A few seconds after Ben said that, the Omnitrix stopped beeping. He, Gwen and Max were relieved, but this got Ben thinking a bit. However, he didn't think about it too long and soon returned to what he was doing along with them.