Ben 10 - Ultimate Series

The Tennysons' RV pulled up in front of a luxurious hotel, its golden lights reflecting the grandeur of New York City. Ben stepped out of the vehicle with a yawn, while Gwen seemed ready to bounce with excitement. As always, Max was calm and prepared to guide his grandkids through another urban adventure.

"Welcome to New York!" Max announced enthusiastically, turning off the engine. "Let's make the most of our time here!"

As they entered the lobby, Gwen's eyes lit up. "Wow! This place is amazing! Look at this—huge chandeliers, red carpets...!"

Ben, clearly unimpressed, scoffed. "It's just a hotel. Why are you so excited about a place where we're just going to sleep?"

"Two words, doofus: room service," Gwen replied with a sarcastic smile. "Also known as something way better than Grandpa's alien leftovers."

Ben perked up, now much more interested. "Okay, that's a good reason."

"There's also a pool, a spa... not that you'd care. When's the last time you took a proper shower? You smell worse than Stinkfly." She pinched her nose dramatically.

"Hey! I showered yesterday!"

"Swimming as Ripjaws in a lake doesn't count."

Ben rolled his eyes. "Fine, I'll swim as Ripjaws in the pool. Happy?"

Gwen facepalmed. "Why do I even bother?"

Max returned with the room keys. "All right, all set. Let's head to our room. Remember, we're only here for one night, so let's try to make the most of it."

On the way, Ben noticed a screen displaying the newest game in the Sumo Slammers X: Ultimate Edition series. His eyes gleamed with excitement.

"Check this out! They've got the new Sumo Slammers game here! And it's a closed beta event!" Ben exclaimed, stopping in his tracks.

Gwen rolled her eyes. "Seriously, Ben? We're in New York, one of the most incredible cities in the world, and all you can think about is video games?"

"It's Sumo Slammers, Gwen! It's more than a game; it's art!" he argued. "I bet I'm good enough to get in there and show them who's the best!"

Max chuckled, handing out the room keys. "Okay, Ben, you can go check it out. Just don't cause any trouble."

"Got it, Grandpa, I promise!" Ben said, running off toward the screen.

When he tried to get past the security guard, the man crossed his arms, blocking the way. "VIP pass?"

"Uh, sure! I'm, uh... one of the professional testers!" Ben fumbled, pretending to search his pocket. "Oh, I must've left it inside."

The guard didn't even blink. "Nice story, kid. Not happening. Next."

Frustrated, Ben trudged back toward the room, hands in his pockets, kicking at the ground as he walked. But as he reached a quieter corner of the hallway, he glanced at the Omnitrix on his wrist, its familiar glow almost daring him.

"I could solve this easily," he muttered to himself, already twisting the dial. The Omnitrix glimmered as he scrolled through transformations. Maybe Four Arms could deal with the guard, or XLR8 could sneak past unnoticed.

But Ben hesitated, his hand hovering over the dial. He took a deep breath, closed his eyes for a moment, and reset the Omnitrix to disguise mode. "You know what? It's not worth it," he said with a resigned sigh, continuing to his room.

When he entered, he shut the door harder than he meant to. Max looked up in surprise, and Gwen, lounging on one of the beds, raised an eyebrow.

"Well, that was fast," she remarked. "Let me guess: the security guard stopped you?"

"Let's just say I made a sensible decision for once," Ben replied, sounding a bit proud.

Gwen tilted her head, suspicious. "You? Sensible? That's a first."

Max, however, let out a warm laugh. "Good job, Ben! Looks like you're finally learning. I'm proud of you, kid."

After dinner, Gwen dragged Ben out of the room with the excitement of someone who had just won a golden ticket to explore the world. Ben, on the other hand, trudged along, clearly less thrilled.

"Come on, Ben, the hotel is amazing! This is New York! How can you be so lazy?" Gwen exclaimed, stopping mid-hallway to glare at him.

"I'm not lazy. I just don't see the point in wandering around looking at... I don't know, fancy decorations and rooms that smell like weird perfume," he retorted, pointing to a sign directing guests to the spa.

Gwen rolled her eyes, tugging him along again. "You really need to broaden your horizons. Maybe, just maybe, trying new things could be good for you."

They arrived at the spa, where Gwen practically lit up at the sight of the elegant reception and services. "Okay, Ben, I'm heading to the relaxation room. You can... I don't know, try a facial mask. Might help with your alien mud-bath look."

"Ha-ha, very funny," Ben replied, crossing his arms. "If I wanted to sit around doing nothing, I'd go back to the room and watch TV. But you know what? I'll prove this is a waste of time."

Thirty minutes later, they were in the relaxation room. Gwen lay on a comfortable chair, a warm towel over her eyes, a satisfied smile on her face. Ben, next to her, shifted constantly, visibly uncomfortable.

"This is just... a warm room with elevator music," he grumbled, pulling the towel off his face.

"That's the point, Ben," Gwen replied without even opening her eyes. "Relax. You're like a hyperactive toddler."

"Maybe because I'd rather be doing something fun," he shot back, trying to adjust his seat again. "I don't know how you enjoy this."

"Because I'm mature and know how to appreciate the finer things in life," Gwen said teasingly.

Ben scoffed. "Oh, sure. Maturity is wasting time in a place where nothing happens."

After the spa, they finally headed to the pool. Gwen admired the serene atmosphere, but Ben immediately brightened up. He ran and cannonballed into the water, splashing everywhere.

"Ben, seriously?" Gwen yelled, wiping water off her face as he laughed.

"You said to relax! I'm relaxing my way!" he replied, swimming in circles.

"You relax like a tornado," Gwen muttered, jumping into the pool after him.

Later, as they walked through the hotel lobby, Gwen turned to Ben. "So, what do you think about exploring New York for real?"

Ben hesitated. "New York is huge, Gwen. And Grandpa said not to stray too far from the hotel."

"Oh, come on! We have phones; we know how to get back. Plus, I read about an amazing bookstore a few blocks from here. And you can stop at a comic or video game store on the way," she argued.

Ben thought for a moment. "Okay, but no boring museums, deal?"

"Deal. And no using the Omnitrix to impress the locals," Gwen warned, pointing at him.

Before they could leave, Max appeared in the lobby, carrying a bag of supplies he'd bought at the hotel store. "Where are you two off to?" he asked, raising an eyebrow.

"Just exploring the city a bit, Grandpa," Gwen answered casually.

Max frowned briefly but then smiled knowingly. "All right, but stick together and stay on busy streets. New York is amazing, but it's easy to get lost. And be back before dark, okay?"

"No problem, Grandpa," Gwen assured him.

"Fine, but if something goes wrong, I'm blaming Gwen," Ben joked, earning a sharp glare from her.

"If something goes wrong, it'll be because you did something stupid," Gwen shot back, pointing a finger at him.

"And you because you never stop talking," Ben retorted, pushing through the revolving door as the two stepped outside.

Max just shook his head with a smile, watching his grandkids disappear into the vibrant streets of New York, ready to explore everything the city had to offer... even if they spent half the time bickering.

_________________________________________________________________________

After stopping by a bookstore, grabbing a few hot dogs, and strolling through the streets of New York, the cousins stumbled upon an old arcade that looked like it had stepped straight out of an '80s movie. Neon lights flashed, and the classic sounds of arcade machines echoed through the space.

"Finally, something fun!" Ben exclaimed, a wide grin spreading across his face, his eyes sparkling with excitement.

"Ugh. An arcade? Seriously?" Gwen replied in a tone dripping with disdain, clearly unimpressed. "If you want to play video games, we could just go back to the hotel."

Ben chuckled and gave her a wink. "Hey, you picked the last thing we did. Now it's my turn."

Gwen grimaced, like she'd just fallen into a trap. "Oh, right. I almost forgot." She let out an exaggerated sigh of resignation. "Fine. Arcade it is."

Ben eagerly fed tokens into one of the machines, excited for the prospect of a new challenge. However, before he could even start, the arcade screen flickered and flashed "Game Over."

"Hey! I just started!" Ben yelled indignantly, banging on the machine. "This thing ate my tokens!"

The arcade attendant, overhearing the complaint, walked over and pointed to a sign on the wall. "Read the sign, kid," he said, motioning to a note that read: 'Play at your own risk.' With a shrug, he turned and walked away, leaving Ben fuming.

"This place is such a scam, you know that?" Ben muttered irritably to himself.

"You're right. The games here are garbage," said a voice behind Ben, making him turn around. He found himself face-to-face with a boy a little older than him, with messy black hair, a sleeveless black shirt, ripped jeans, and equally worn sneakers.

Ben smirked sarcastically. "Heh, yeah, but not as bad as the guy running the place. Serious case of sewer-mouth there."

The boy laughed, tapping the arcade machine. "You're funny, you know that?" He then touched the machine, a spark flashing in his hand, and suddenly, the machine spat out tokens. "Here, now you owe me one," he said with a mischievous grin.

Ben's jaw dropped. "Whoa. How'd you do that?"

The boy shrugged casually, like it was no big deal. "I've got a few tricks up my sleeve."

As Ben bent down to gather the tokens, Gwen walked over, her expression cautious and wary. The boy smiled at her and greeted her with a casual, "Hey."

Gwen, still on edge, responded curtly, "B-back off! Ben, we can't take these. They're not ours."

Ben, grinning mischievously, grabbed a handful of tokens and, ignoring Gwen's protests, said, "They are now. Thanks, man." He turned to the boy and introduced himself. "I'm Ben. Ben Tennyson."

"Kevin," the boy replied, his tone short and to the point.

Gwen, still suspicious, raised an eyebrow. "Kevin, huh?"

Kevin nodded, a sly smirk forming at the corner of his mouth. "That's right."

Trying to change the subject, Ben suggested, "Hey, wanna play air hockey?"

Kevin glanced quickly toward the arcade entrance, spotting a group of gang members approaching. He sighed lightly. "Nah. Sorry. Got some... business to take care of. See you around." With a casual wave, he turned and walked off quickly.

Gwen, still unsettled by Kevin's demeanor, muttered, "He's nothing but trouble. We shouldn't talk to him again."

Ben, wearing a playful grin, replied, "He seemed cool. Just having some fun."

"Whatever," Gwen said dismissively.

As Ben and Gwen were about to leave the arcade, Ben glanced back and noticed Kevin being cornered by two thugs in an alley beside the arcade.

"Hey, Kevin, long time no see," one of the thugs said, a smug, menacing grin on his face.

"Where you headed, freak? Back home to recharge your batteries?" taunted the other, as Kevin visibly tensed, his muscles coiling like a spring ready to snap.

Ben watched the scene unfold, glanced at his wrist for a moment, and thought to himself, "I can handle these idiots on my own. No need to use the Omnitrix for this." His gaze hardened as a wave of confidence washed over him. Without hesitation, he dashed toward Kevin.

"So, how's that broken jaw I left you with?" Kevin asked sarcastically.

"Still healing," the leader growled threateningly. "But you're gonna pay for that."

"He's not paying for anything," Ben interrupted.

In a swift move, Ben punched one of the thugs, sending him sprawling to the ground, dazed. The other thug, caught off guard by Ben's speed, hesitated just long enough for Ben to elbow him in the face, making him stumble backward.

Kevin seized the opportunity, landing a solid punch on the last thug's face, knocking him down as well.

"Let's go before they come back with reinforcements!" Kevin shouted, and the two bolted down the bustling streets of New York, the sound of their footsteps fading into the distance. The thugs, too stunned to react, were left behind, fuming and defeated.

Kevin let out a nervous laugh, still catching his breath. "Not bad, kid. Didn't think you'd be that good in a fight."

"Not just a kid, man. I'm Ben 10!" Ben replied with a confident grin.

Kevin looked at him, surprised but genuinely grateful. "You have no idea how much you just helped me. I didn't think someone like you would stick their neck out for a freak like me."

Ben smirked and replied playfully, "If you're a freak, then I'm a full-on monster."

Kevin furrowed his brow in confusion. "What? What kind of monster are you talking about?"

Ben hesitated for a moment, glancing around, then lowered his voice. "I'll show you something, but you have to promise to keep it a secret."

Intrigued, Kevin nodded. "Yeah, sure. You can trust me."

Curious, Kevin watched as Ben fiddled with his watch. In an instant, the Omnitrix revealed its true form. Ben activated it quickly, pressing the panel, and a bright green light flashed. Kevin, wide-eyed, looked around, trying to make sense of what had just happened.

"Wait... did you just go invisible?" Kevin asked, glancing around in confusion.

"No, I'm down here," Grey Matter revealed himself.

Kevin looked down, stepping closer for a better look. "You... you're just... tiny? Wow. That's actually... cool. You're like an alien frog!"

Grey Matter, now wearing his signature wise expression, looked at Kevin with a confident air. "I'm not just an alien frog, my friend. I can transform into 10 different aliens, each with entirely unique powers. This is just the beginning!"

Kevin, amazed, nodded his head, impressed. "You can turn into 10 aliens? That's... incredible!"

Grey Matter, with a smug grin, turned his back to Kevin, as if preparing to do something extraordinary. "Now, if you touch the symbol on my back, I'll turn back to normal, okay?"

Wasting no time, Kevin touched the symbol on Grey Matter's back. But instead of the expected result, nothing happened. Grey Matter remained small and irritated.

"Oh, seriously? It's not working!" Grey Matter exclaimed, visibly frustrated. "If I had known I'd get stuck like this for so long, I would've chosen a different alien. This form isn't meant for show!"

Kevin, laughing at the situation, asked curiously, "So, what's this alien's power? What can you do besides, you know, being... tiny?"

Grey Matter, still grumbling, answered with an air of superiority. "Intelligence, Kevin. I'm the smartest of them all. It's not just about being small—it's about strategy. I'm a tactician, a brain!"

Kevin, with a mischievous grin, paused for a moment before a bright idea popped into his mind. "Interesting... I think I've got an idea for you, then."

Grey Matter gave him a curious look. "Let's hear it, my friend. Anything is better than just sitting around doing nothing with my... brilliance."

"Trust me, Ben, this is going to be so much fun! You just need to trust me one more time! Partners?" Kevin said, flashing a mischievous smile and extending his hand.

Grey Matter hesitated for a moment, glancing around, still uneasy about the idea. He hadn't planned to cause trouble, but Kevin's tone was so persuasive... maybe this could be a chance to have a little fun.

"Partners," Grey Matter said as he extended his tiny hand.

Seeing that he'd finally convinced Grey Matter, Kevin grinned ear to ear. "That's the spirit! Now listen, the first thing we're gonna do is hack the street billboards. The whole city's gonna see the craziest stuff in broad daylight!"

Grey Matter raised an eyebrow. "Okay, but how exactly do you expect me to do that?"

Kevin, already walking into a nearby internet café, approached a computer. "It's simple, Ben. You're a genius, right? I want you to mess with all the ads in New York. Replace them with useless, funny stuff. Like, 'Buy a flying chicken for $5!' Or something like, 'Free bananas for anyone who dances in public!'"

Grey Matter, still cautious, stared at the screen. "Kevin, won't this cause trouble? People might... I don't know, hate us?"

Kevin chuckled nervously. "Oh, come on, Ben. It'll be hilarious! Just think about how people will react! And after this, no one will ever forget you."

Grey Matter sighed but began typing furiously, quickly gaining access to the city's ad systems. Within minutes, the giant screens across the city were displaying absurd and bizarre messages.

A luxury car ad was replaced with: "Adopt a dragon for $10! Offer ends at midnight!"

Another movie promotion now read: "Revenge of the Living Foods! Pizza vs. Burger—The Battle Begins!"

Grey Matter started to enjoy himself as he watched people's reactions on the street. Some were laughing, while others stopped to take pictures.

Kevin's eyes were gleaming with excitement. "This is gold, Ben! People are losing their minds!"

Before Grey Matter could reply, the Omnitrix beeped loudly, and a flash of green light enveloped him, transforming him back into Ben. He stumbled off the chair, startling a few customers in the café.

"Ugh, really? I was just... Grey Matter... and now it's out of charge again?!" Ben groaned, looking at the screen still showing the hacked ads.

Kevin, laughing, slapped Ben on the back. "That was epic, Ben! Next time, let's—"

Before Kevin could finish, the café door burst open. Gwen stormed in, visibly irritated. She scanned the room and zeroed in on them. Her eyes landed on the screen, now showing the ridiculous ads.

"Ben! What are you two doing here?!" Gwen demanded, her tone sharp. "Do you even realize the chaos you're causing in New York? These ads are insane!"

Ben chuckled nervously. "Relax, Gwen. It's just a prank. No one got hurt—it's all in good fun."

Gwen, slightly calmer but still frustrated, rolled her eyes. "Fun? You think people will find it 'fun' when they start looking for a dragon in the streets? We're fixing this mess. Now."

Kevin, sensing the tension, tried to intervene. "Hey, come on, Gwen! No need to get mad. It's all under control, see?"

Gwen crossed her arms, clearly unimpressed. "I'm telling Grandpa. He's going to love hearing about this... 'prank.'"

Ben shot up from his chair, panicking. "No, Gwen, please! I just wanted to have a little fun!"

But before he could say more, Gwen was already heading out, leaving them behind. "You'll see, Ben. I'm done cleaning up after your messes."

Kevin watched her leave, then turned to Ben with a mischievous grin. "Well, if that didn't work, we'll just move on to the next thing... I know! Let's make some quick cash. What do you say?"

Ben, exasperated but resigned, glared at Kevin. "Oh, come on! I'm pretty sure whatever you're planning will only make things worse."

Kevin patted Ben's shoulder reassuringly. "Relax, Ben. This time, we'll do the right thing... just with a twist. Follow me, and I'll show you how to make easy money."

Ben sighed, knowing he was once again being dragged into another one of Kevin's wild schemes. "This is going to end badly. I just know it."

They walked for a few minutes until they reached a secluded trail. The distant sound of train tracks echoed, disturbing the silence of the fields and trees around them.

"So, where do you live?"

Kevin shrugged, crossing his arms casually. "I crash at an abandoned metro. Alone."

Ben glanced at him, intrigued. "And your family?"

Kevin averted his gaze, his eyes fixing on a distant point. "Back in another state. My stepdad kicked me out after I burned the house's wiring."

Ben froze for a moment, feeling the weight of Kevin's words. He tried to say something but managed only a sympathetic murmur: "Wow... I'm sorry, man."

Kevin just shook his head, forcing a smile that didn't reach his eyes. "It's fine. It just means I answer to no one."

Ben glanced around again, trying to change the subject and lighten the mood. "You know, it doesn't seem so bad to me. You've got... total freedom here."

Kevin let out a short laugh. "Yeah, more or less."

The two fell silent for a moment before Kevin picked up a twisted piece of metal and began fiddling with it absentmindedly. He broke the silence: "So, why was that gang after you? What'd you do?"

Kevin chuckled mischievously. "I kind of trashed their hangout spot. They didn't like that too much. But what about you? You seem like you had a fight with that girl, Gwen."

"Well, it's always been like that, I guess. We're cousins, but it's more like siblings," Ben said, pausing as he recalled the past. "We were born on the same day, practically did everything together. We got along, but we're so different. She's always strict and nags about absolutely everything!" Ben added, a bit frustrated.

"Huh, sounds cool. I think it'd be nice to have someone who cares about you like that," Kevin said, sounding slightly melancholic. "But, changing the subject, what else can you turn into, and... how?"

Ben hesitated for a moment, showing the Omnitrix on his wrist. "The watch, the Omnitrix, it sends out this special energy so I can transform into ten aliens for 10 minutes. I pretty much have one for every situation—XLR8 for speed, Four Arms for strength, and others."

"Well, perfect. Over there, check it out," Kevin said, nodding toward a nearby lamp. "Give me a boost—I need a recharge."

Ben clasped his hands together, lifting the dark-haired boy closer to the lamp so he could touch it. Kevin quickly absorbed the lamp's energy until it went out, then jumped back to the ground with electricity coursing through his arms.

The mutant boy leaped onto the train tracks, with Ben cautiously following behind, glancing up and down the tunnels to check for any approaching trains.

"What are we doing exactly, Kevin?" Ben asked uncertainly.

Kevin smirked mischievously, his eyes glinting with dangerous excitement. "There's a train loaded with cash that passes through this trail. And when it collides with the passenger train coming the other way... Boom! Instant jackpot! You go XLR8, and we're outta here before anyone even notices."

Ben stared at him in disbelief. "Wait... what? Hundreds of innocent people will die if we do that!"

Kevin shrugged nonchalantly. "Hey, no pain, no gain."

Before Ben could react, Kevin used his powers on a machine to alter the tracks, creating a direct path to collision. Horror washed over Ben as he witnessed the scene. He shouted, "You can't do this!"

Kevin laughed, indifferent. "I already did. Now it's just a matter of time."

Ben shook his head, resolute. "I'm not letting you go through with this, Kevin."

"We agreed on this," Kevin said in a dangerously low voice. "We're partners."

"No, this is too far, Kevin," Ben said firmly.

"Then try and stop me, alien freak," Kevin hissed.

"I thought you were my friend... I thought we could have fun together..." Ben's face shifted from sadness to anger. "But you don't care about anyone but yourself."

Kevin laughed, a low and menacing sound. "Oh, you don't want to make me mad!"

Ben looked at the tracks, his heartbeat quickening. He couldn't let this happen. Closing his eyes for a moment, he murmured to himself: "You don't want to make me mad either." Opening his eyes, his expression was determined. He slammed the Omnitrix on his wrist. "Let's change the track back. Time to go—Upgrade!"

A green light illuminated the area as Ben transformed into the tech-based alien. His body now composed of shimmering nanites with glowing green circuits. Wasting no time, he leapt toward the machine Kevin had tampered with, merging with it to restore the tracks to their original position.

Kevin roared in frustration. "You just have to ruin everything, don't you?" He raised his hands, firing energy bolts directly at Upgrade.

The blasts hit Upgrade's body, destabilizing it. Pieces of his form fell to the ground like a pile of inert nanites. Kevin, seeing his opportunity, approached with a triumphant grin.

"Looks like the big hero ran out of juice," Kevin mocked. With a swift motion, he extended his hand to absorb the scattered nanites, but this went beyond expectations. His body glowed as he merged with the alien technology. Stripes resembling green circuits spread across Kevin's form, his left eye glowing brightly with a luminous green circle.

Admiring his new form, Kevin flexed his now-metallic arm, firing an energy bolt that obliterated a nearby wall.

"This is incredible," Kevin said, his voice metallic and echoing. "I'm invincible now!"

Upgrade, managing to reclaim some nanites, partially reformed himself, still unstable. "Kevin... how...?"

"I absorb energy, remember?" Kevin said maliciously. "You didn't think it was just electricity, did you? I can absorb energy from anything—even people."

"You don't have to do this, Kevin," Upgrade tried reasoning, his form flickering as he regained stability.

"I don't have to—but I want to," Kevin snarled. His voice metallic, his presence commanding. "It's time I finally get what I deserve."

"Then let's settle this," Upgrade replied, his circuits glowing intensely green. "Right here, right now."

Upgrade immediately merged with the nearby railway control panel. His form glowed with an intense green light as wires and cables around him came to life, moving like metallic serpents. He wielded them as weapons, sending them hurtling toward Kevin. The cables shot forward with speed, aiming to immobilize him.

Kevin, however, held his ground. His reflexes, enhanced by Upgrade's powers, allowed him to move as if he anticipated every attack. With a swift motion, he dodged one cable, grabbed another, and reconfigured it in his metallic hand, using it as an improvised weapon to strike back at Ben.

Upgrade staggered momentarily but quickly retaliated. He focused his energy into the internal system of the panel, charging a powerful laser in his eye. With a fierce glow, he fired a beam directly at Kevin, the energy slicing through the air with a deafening sound.

Kevin smirked wickedly. He raised an arm and channeled his own alien energy, creating a defensive field that absorbed the laser. "You think you're the only one who can do that?" he taunted. With a flick of his wrist, he redirected the laser back at Upgrade, who barely dodged it, causing an explosion on a nearby wall.

Kevin's expression grew increasingly manic as he raised both hands, connecting with the surrounding electrical and mechanical systems. Wires and cables were drawn to him, and energy surged toward his body like rivers of bright light. Each new energy source made his body glow more intensely, shifting the absorbed parts of Upgrade's green circuitry to a vivid blue as his power grew alarmingly.

"You don't get it, Ben," Kevin said, his voice growing more metallic with each word. "The more energy I absorb, the more unstoppable I become!"

Upgrade tried to subdue Kevin, launching more cables and even firing another laser, but Kevin countered everything with raw energy. He stepped forward, his arm now fused with the surrounding energy system. From his hand, he unleashed a massive laser that collided directly with Upgrade's. The two beams clashed, creating a brilliant explosion and a shockwave that shook the ground.

For a brief moment, it seemed Upgrade might hold his ground. But Kevin's laser intensified, overpowering Ben's. The energy overwhelmed Upgrade's systems, and the alien was violently thrown backward.

Before Upgrade could recover, Kevin raised his hand again, now glowing with an almost blinding energy. He unleashed a colossal beam, a torrent of pure power that struck Upgrade head-on. The impact was devastating, burning through Upgrade's circuits until the nanites of his body began disintegrating before their very eyes.

Kevin watched as Upgrade's body fell apart, a triumphant grin on his face. "That's it, Ben. You tried. But you never stood a chance." He turned away, satisfied with his victory, still drawing energy from the systems around him as he began to walk off.

As Kevin disappeared into the horizon, Upgrade's form started to fade, revealing Ben in his human form, unconscious on the ground. The Omnitrix flickered weakly, its green light now replaced by a faint red glow.

_________________________________________________________________________

It was already nighttime, and the dark sky, dotted with only a few visible stars beyond the city lights, loomed outside the window of the Rust Bucket 2. Ben blinked slowly, his eyes adjusting to the dim light of the room. His body felt drained, but what bothered him most was the strange sensation coursing through his nerves—a phantom pain that seemed to spread through every part of him, as if his body wasn't entirely his own.

Beside him, Max was tucking a blanket over him, while Gwen sat at the table, flipping through the pages of a map with a worried expression. When she noticed Ben had woken up, she immediately set the paper down and approached him.

"Finally," Gwen said, her tone a mix of relief and concern. "You're awake."

Ben tried to sit up, but a sharp pain shot through his body, forcing him to lean back again. "What... what happened?"

"We found you by the tracks. You were unconscious, but there wasn't a scratch on you," Max replied, his voice deep but filled with concern. "You've been out cold for five hours. What happened out there?"

Ben lowered his gaze, the weight of what had transpired pressing down on him. "Kevin... He wasn't who I thought he was. He tried to hurt people, and I... I tried to stop him, but he absorbed Upgrade's powers and... defeated me with them."

"You shouldn't have trusted him!" Gwen exclaimed, frustration lacing her voice. "I warned you! He was trouble from the start!"

Ben raised a hand to stop her, his face apologetic. "I know. I know I made a mistake, Gwen." He paused, taking a deep breath. "I'm sorry for arguing with you... I was wrong."

Gwen looked surprised by his sincerity, but her expression softened, and she simply nodded.

"I thought I could trust Kevin," Ben continued, his voice weak but full of regret. "I thought he was... different. That he just needed someone to stand by him. I thought we could be friends."

Max, who had been silent until then, let out a deep sigh and sat beside Ben. He placed a comforting hand on his grandson's shoulder. "Ben, sometimes we want to believe we can help people, that we can save them from their own mistakes. And sometimes, it works." He paused, his gaze drifting off as if recalling distant memories. His expression grew melancholic, his words now tinged with personal weight. "But... other times, no matter how much we try, some people just choose a path we can't change."

Ben noticed the shift in Max's expression and wondered what his grandfather was remembering, but he said nothing. Max shook his head slightly, brushing the thoughts away, and continued, "What matters now is that you learn from this. It's not wrong to try and help someone, Ben. But when that fails, the only thing we can do is stop them from hurting others."

Ben nodded slowly, still processing Max's words. "I know, Grandpa... You're right. Kevin's caused enough trouble. We have to stop him before he hurts anyone else."

He looked up at Gwen and Max, trying to think of their next move. But before he could say anything, a faint noise outside caught his attention.

"What was that?" Ben asked, frowning.

Gwen approached the window, pulling back the curtain to peer outside. The city lights were flickering, creating an irregular pattern of blackouts spreading slowly across the skyline. "This isn't good," she muttered, crossing her arms with a worried look. "He's attacking the city's power grid."

Ben frowned. "Why is that so bad? It's just a blackout. It's not like the world's ending."

Max shook his head, his expression serious. "It's not that simple, Ben." He took a deep breath before continuing. "The last time this city went without power for more than a few hours, it was utter chaos. In 1977... People panicked, looting started, and no one respected the law anymore. It turned into complete anarchy. And that was just a temporary blackout."

Max looked directly at Ben, his expression even graver. "Now imagine the disaster if the power was out for longer. Emergency services would shut down. Communications would fail. The entire city could collapse into chaos."

Gwen turned back to them, the map still in her hands. "If Kevin's absorbing energy on this scale, he's not just getting stronger... He might be dooming the entire city."

Ben struggled to his feet, ignoring the pain in his muscles. "Then we need to act fast." He raised his wrist, activating the Omnitrix. "We can't let that happen."

He spun the Omnitrix's dial but hesitated before slamming it down. "Wait... Neither XLR8 nor Stinkfly would stand a chance against Kevin right now. I need a different approach."

"Then take me with you," Gwen suddenly suggested, her tone firm.

Ben stared at her, surprised. "What? No. It's too dangerous!"

"You'll need help out there," Gwen argued, pointing at the map. "I can guide you there, I can reset the Omnitrix if you need to switch aliens. And besides, you know I won't just sit this out."

Sighing, Ben relented and turned the Omnitrix dial. "Fine, but stay back when the fight starts." He slammed the watch, activating the transformation.

A green light illuminated the interior of the trailer as Ben's body shifted into the sleek, fast form of XLR8. His slender legs and sharp claws began moving instinctively, ready to sprint. He extended one clawed hand to Gwen. "Hold on tight."

She climbed onto his back, gripping him firmly. "Let's go."

XLR8 opened the trailer door and darted outside, leaving only a trail of dust behind. As he sped through the city streets, Ben slowed slightly and glanced over his shoulder. "Where exactly are we headed?"

"Long Island City," Gwen replied, pointing east. "In Queens. That's where the power plant is—it powers most of the city."

XLR8 nodded, picking up speed. "Alright. Hold on tight."

The metallic sound of his claws scraping the asphalt echoed through the night as he weaved around cars and obstacles. In the distance, he could see the city lights going out one by one, leaving a growing trail of darkness that seemed to creep closer and closer.

Taking a deep breath, he focused on the path ahead. "This time, Kevin... I'm not letting you win."

_________________________________________________________________________

The power plant was shrouded in flickering shadows, lit only by the dancing sparks from exposed cables and the bluish glow radiating from Kevin's body. He moved forward with slow, deliberate steps, each motion heavy, as though his metallic form was fighting against gravity. The nanites had completely consumed him, transforming him into a monstrous figure. Light-blue circuits pulsed beneath his jet-black metallic skin, and his eyes burned intensely, two blue flames blazing in the darkness.

Kevin stopped in front of the imposing metal door leading to the main boilers. A crooked grin spread across his face. "Almost there. Once I'm done, the entire city will be mine."

Before he could take another step, cyan crystals erupted from the ground, blocking the entrance. The glow from the crystals contrasted with the pulsating blue of the nanites, flooding the space with a blinding light. Kevin took a step back, startled.

"You'll have to get through me first," said a firm voice from the shadows.

Kevin turned, and there stood Diamondhead, emerging slowly from the darkness. His crystalline figure shimmered under the plant's erratic light, and his confident stance reflected the determination of someone who had faced far greater battles.

Kevin narrowed his eyes, disbelief crossing his face. "You… you're alive?" After a moment of shock, an arrogant smirk curled his lips. "Not for long."

Kevin raised his arm, which transformed into an energy cannon, and fired a blinding blue beam. The attack struck Diamondhead square in the chest, causing an explosion that shook the ground. But as the smoke cleared, Diamondhead stood in the same spot, completely unharmed.

"That's not going to work," Diamondhead said, before charging in the blink of an eye. He delivered a direct punch to Kevin's face, sending him flying like a rag doll.

Kevin tumbled across the floor but quickly scrambled to his feet, now visibly enraged. "You think you can stop me with those glass tricks?" He charged forward, his arm morphing into an electrified metal blade.

Diamondhead raised a crystalline blade to block the attack. The clash of their weapons sent sparks flying, illuminating the room as the two exchanged brutal, unrelenting blows. Kevin's attacks were ferocious and heavy, but Diamondhead moved with calculated precision, dodging and blocking every strike.

"It's not glass, Kevin. These are crystals sharp enough to cut through diamond," Diamondhead replied.

Kevin laughed, swinging wildly. "Good! Because I'm not made of diamond!"

Diamondhead parried the blow and countered with a quick thrust, forcing Kevin to retreat. As they fought, Diamondhead continued to expand crystals throughout the area. They grew from the floor, walls, and ceiling, surrounding Kevin and restricting his movements.

Kevin roared in frustration, using his blade to shatter the crystals around him. "Enough of this!" He lunged with a brutal swing, but Diamondhead sidestepped and drove a crystal spike into Kevin's shoulder from the ground.

"What's wrong, Kevin? Running out of energy?" Diamondhead taunted, encircling him with more energy-draining crystals. "Gwen was right about this. Using Diamondhead to ground your power… genius."

Kevin ripped the spike from his shoulder and fired another energy blast, but Diamondhead pressed forward, unphased. He formed blades on both hands, launching a flurry of quick strikes that pushed Kevin further back.

"You don't get it, Kevin," Diamondhead said, his voice steady as he forced Kevin into retreat. "Every time you touch these crystals, you're only weakening yourself."

Kevin, now stumbling, growled, "No! I won't lose to you!" He tried to summon more energy, but the circuits in his body began to flicker. His metal blade grew sluggish, and Diamondhead's relentless strikes became harder to fend off.

Finally, Kevin fell to his knees, panting, as the nanites in his body began to shut down.

"This… won't stop me!" Kevin snarled, trying to rip the crystals off himself.

"You've already lost, Kevin," Diamondhead replied, raising another crystalline blade and advancing with a powerful strike. Kevin blocked with his remaining blade, but the impact knocked him back. He stumbled, colliding with more crystals on the ground, which drained the last remnants of his strength.

The glowing blue circuits on Kevin's body started to flicker erratically as he wavered, visibly weakened. "No… I won't lose to you!" He raised his remaining arm, trying to fire another blast, but only faint sparks emerged.

Diamondhead approached him slowly, his imposing stance unshaken. His tone was calm yet resolute. "Kevin, it's over. You need to stop before this gets worse."

Kevin collapsed to his knees, his metallic arms trembling as the failing nanites sparked sporadically. His breathing was labored, and the bright blue glow in his eyes began to dim. He looked up at Diamondhead, a mix of frustration and exhaustion on his face.

Diamondhead stopped in front of him, his crystals gleaming under the flickering lights. He extended a crystalline hand in a gesture of truce. "I don't want to hurt you anymore, Kevin. Let me help you."

Kevin hesitated, his face a mix of doubt and regret. "Maybe… maybe I went too far with all of this. I don't have anyone like you… or Gwen. No one to help me."

Ben, still in his Diamondhead form, tilted his head slightly, his voice sincere. "There's still time, Kevin. You could join us. We could do some real good together, fight for people instead of against them."

Kevin looked up, studying Ben for a few moments. "And what's in it for me? I don't see what I'd gain."

Ben gave a small smile, not lowering his hand. "For starters? You'd have people by your side, Kevin. People who understand what it's like to be different, to be seen as strange… but who can still make a difference."

For a moment, Kevin seemed to consider Ben's words. His glowing blue eyes flickered, as though an internal struggle was raging within him. He looked at the extended crystalline hand and sighed, appearing ready to accept.

But then, his expression shifted. The smile that crept onto his lips wasn't one of surrender but cunning. "You're right… but the only thing I really need… is this."

Before Ben could react, a third metallic arm suddenly emerged from Kevin's torso, lunging in a swift and precise strike. The arm shot directly for the Omnitrix on Diamondhead's chest, grabbing the device tightly.

"What?!" Diamondhead exclaimed, trying to pull back, but Kevin's arm was already connected.

The Omnitrix glowed intensely, emitting a blinding green light as Kevin began absorbing its energy. The nanites in his body reacted instantly, pulsing with light and regenerating at an alarming speed. 

"Ah... now this is real power," Kevin said with a maniacal grin, as the Omnitrix beeped frantically in alarm. "Thanks for giving me exactly what I needed, Tennyson." 

Diamondhead tried to break free, yanking Kevin's arm, but the strength he radiated seemed to grow with every second. "No! Let go of it now!" 

The Omnitrix let out a piercing sound, followed by a burst of green energy that exploded across the room. The crystals around them shattered into pieces, and Kevin was thrown backward, crashing into a wall with force. 

When the light faded, Kevin was lying on the floor, his nanites now deactivated, and his body returning to normal. He looked dazed, confused, but still furious. 

"Aaah... it's over, Kevin!" Diamondhead shouted angrily as he ran forward, aiming to slash Kevin with his blades. But just as he was about to strike, the Omnitrix glowed intensely red, emitting a shrill beep as it reverted him back to human form. Ben barely had time to process the transformation before his fist, now lacking the strength of the crystal, landed harmlessly on Kevin's chest. Both froze for a moment, shocked by the sudden change. 

"Crap," muttered Ben, realizing how vulnerable he was at that moment. 

Kevin took advantage of the opening and delivered a violent uppercut, sending Ben flying backward. The impact launched him into a broken control panel, cutting his lower lip. 

Ben spat out some blood as he tried to stand up. He smiled, even while staggering. "Let me guess..." he said, panting. "You never... fought in school before, huh?" 

Kevin lunged at him angrily, but Ben countered, landing a direct punch on Kevin's mouth that knocked out one of his teeth. "Take that!" Ben yelled before grabbing Kevin by the shirt and kicking him straight in the stomach, forcing him to stumble backward from the impact. 

"See?" Ben said, trying to catch his breath. "I don't need the Omnitrix to take you down!" 

Kevin wiped the blood from the corner of his mouth and growled. "You talk too much, Tennyson... For someone who's never been in a real fight!" He bent down, picking up broken shards of Diamondhead's crystals from the floor. With a swift motion, he hurled the fragments straight at Ben's face. 

"You cheater!" Ben shouted, instinctively covering his face as the crystals grazed his skin. Kevin seized the distraction and tackled him, slamming Ben brutally onto the ground. 

"Now it's my turn," Kevin said, straddling Ben and delivering a series of punches directly to his face. Ben tried to block the blows, but Kevin's strength was overwhelming. 

At that moment, Gwen burst through the open door. "Ben!" she screamed, grabbing a broken chair from the floor and hurling it with precision at Kevin. The chair struck Kevin on the side of his head, making him stagger, giving Ben the chance to kick Kevin hard in the stomach, sending him flying backward. Kevin hit the ground with a dull thud but quickly got up, enraged. 

"Now you're gonna see what a real fight looks like!" Kevin growled, charging forward again. 

Before he could reach Ben, Gwen stepped in front of him. "You want a fight? Then try me!" She assumed a karate stance, challenging Kevin. 

Kevin laughed, underestimating her. "Seriously? You think you can stop me?" 

But before he could react, Gwen delivered a sharp kick to his ribs, followed by a punch to the side of his face. Kevin staggered momentarily but quickly recovered and lunged at her. Gwen dodged nimbly, landing another precise strike to Kevin's leg, causing him to falter. 

"You're fast, I'll give you that," Kevin said, wiping blood from his mouth. "But that's not gonna stop me." 

He rushed at Gwen again, but this time she surprised him with a sweeping kick, knocking him to the ground with force. Before she could press her advantage, Kevin struck her leg with a low blow, making her collapse with a cry of pain as she clutched the injured spot. 

Kevin stood up, laughing. "Did you really think you could take me down with that pathetic little dance?" He kicked Gwen in the stomach, making her grunt in pain. "I barely even felt that." 

"Kevin!" Ben yelled, furious at the sight. He lunged at Kevin, landing a solid punch straight to his jaw with all the strength he could muster. The impact made Kevin stagger backward, stunned. 

"That's my cousin, you jerk!" Ben shouted, delivering another punch that hit Kevin square in the stomach, doubling him over. 

Despite the pain, Gwen managed to get back on her feet, her eyes burning with determination. "Ben, let's take him down together." 

Kevin tried to recover, but before he could react, Ben and Gwen attacked in unison. Ben delivered a kick to Kevin's side, while Gwen, spinning gracefully, landed a punch to his temple. 

Kevin attempted to counterattack, but their coordinated strikes kept him off balance. They alternated attacks, with Gwen using her karate skills to target vulnerable points and Ben relying on brute force. 

"This is for everything you've done!" Gwen shouted, delivering a powerful kick to Kevin's chest, sending him crashing to the ground. 

Kevin tried to rise, but Ben grabbed him by the shoulders and shoved him back down. "Stay down! You're done!" 

"Enough!" Kevin roared, his voice echoing through the room. Suddenly, his eyes glowed red, and his body lit up, emitting a blinding light that filled the entire space. 

"Ben, watch out!" Gwen yelled, shielding her eyes. 

The red light was so intense that it blinded them for a few seconds. When the brightness finally subsided, Gwen and Ben looked around, blinking as their vision adjusted. 

Kevin was gone. 

Ben collapsed onto the floor, exhausted and breathing heavily. "Oh, great... He got away," he said, frustrated. 

Gwen looked around cautiously. "This isn't over, Ben. He's still out there. We need to be ready when he comes back." 

The power plant fell silent for a moment, with only the sound of Ben and Gwen's heavy breathing echoing through the space. The flickering lights cast dancing shadows around them, contrasting with the chaos that had just unfolded. 

Ben looked at Gwen, still sitting on the floor, his face marked from the fight. He sighed, running a hand through his messy hair. "I should've listened to you, Gwen. From the start... You said he was dangerous. But I didn't. And look where that got us." 

Gwen crossed her arms, her expression serious. "Ben, I'm not surprised. You have this special talent for getting into trouble because you think you know everything." 

Ben grimaced, but before he could defend himself, Gwen softened her stance and gave a small smile. "You're an idiot who, at least, has a good heart. And, you know... you're not that bad." 

Ben raised an eyebrow, surprised by the backhanded compliment. "Wow, Gwen. That almost sounded like a compliment. Are you feeling okay?" 

She rolled her eyes, laughing lightly. "Don't get used to it. It's only because you didn't annoy me as much today... or maybe I'm just too tired to complain." 

Despite their exhaustion, the atmosphere lightened for a moment. They both seemed to appreciate the break after the tension of the battle. 

Ben tried to stand but collapsed back onto the floor, groaning in pain. "Oh, man... I can barely feel my body." 

Gwen walked over, extending her hand with a teasing smile. "Come on, lazy. Let me help you." 

Ben grabbed her hand, and Gwen pulled him up with some effort. "You're heavier than I remember," she joked. 

"It's all muscle," Ben retorted with a tired grin, wiping some blood from his lip. 

Gwen just shook her head, supporting him by the shoulder. "Let's get out of here before more trouble shows up." 

The two walked away slowly, leaving the center of the power plant behind. The cool night air greeted them as they stepped outside. Gwen glanced up at the starry sky, deep in thought, while Ben focused on the road ahead, already planning what to do if Kevin struck again. 

Despite their exhaustion, there was something comforting about the moment. They were together, as always, ready to face whatever came next. And for now, that was enough. 

_________________________________________________________________________

The fine rain fell incessantly over New York as Kevin raced through the streets at lightning speed, transformed into a creature that resembled nothing more than a blur in motion. He was partially in the form of a Kineceleran—a sleek, agile figure with contours that evoked a semi-armored velociraptor. His visor glowed a fierce red as he weaved through avenues, fleeing from the humiliation and defeat he had just endured.

Every step seemed to slice through the wind like a razor, but inside, Kevin felt something strange. The transformation didn't feel stable. His claws echoed against the wet asphalt as he moved, leaving deep marks on the ground. His thin, elongated arms swayed as he ran, but his body began to emit unstable sparks.

Finally, he stopped in a narrow, deserted alley, gasping for air. The red glow of his eyes flickered as the transformation began to fade. "Damn it... damn it!" Kevin muttered, collapsing to his knees. The rain pooled around him, reflecting his partially transformed figure.

With an intense red flash, the transformation started to reverse. The black blades that formed his legs and arms compressed back into his body, while the visor on his head disappeared, revealing his exhausted, troubled face. He let out a long, heavy sigh, now back in his human form, raindrops streaming down his face.

"Damn it… damn those Tennysons," he muttered, stumbling onto a sidewalk and nearly falling. His red eyes still flickered faintly, as though the last remnants of energy were draining from him. He turned into a narrow alley, trying to hide in the shadows.

But his body couldn't hold out any longer. Kevin dropped to his knees on the ground, his heavy breaths echoing in the confined space. He pounded the ground with his fist, groaning in pain and frustration. "This isn't over," he shouted, his hoarse voice cutting through the silence of the night. "I'll make them pay! I'll—"

His cry was cut off by a sharp groan as he clutched his right arm tightly. A searing pain shot through the limb, as if a thousand needles were piercing his flesh. Kevin screamed, arching his back as his eyes flickered frantically with red light.

"Ahh! What the hell is happening?!" he shouted, trying to ease the pain by holding his arm. But what he saw made him freeze.

Slowly, black metallic tendrils began to emerge from his wrist, twisting like living snakes. The structures shimmered under the alley's dim lights, appearing both organic and coldly mechanical. Kevin watched in horror as the tendrils extended, pulsing as if they had a life of their own.

"No… no, no, no!" he yelled, trying to pull the tendrils out of his skin, but they wouldn't budge. Instead, they seemed to root themselves deeper into his body, spreading gradually from his wrist like an infestation. He fell onto his back, fighting what felt like a living nightmare.

"This isn't real… This isn't real!" Kevin repeated, his voice trembling between panic and pain. But the sensation was all too real. He could feel the metal fusing with his flesh, as if he were being consumed by something far beyond his control.

The alley fell silent for a moment, with only the sound of Kevin's labored breathing and the faint clinking of shifting metal breaking the stillness. He tried to stand, but the pain was unbearable. At last, he collapsed back to the ground, his face contorted in desperation.

The tendrils began to intertwine, forming a solid, recognizable structure. Slowly, they stabilized into what looked like a device—a sinister shape resembling a gauntlet that encased his forearm. At its center, a core pulsed with a crimson glow.

Kevin stared at the "device" on his arm, panting. "What… what is this?" His voice shook, a mix of anger and fear. The red light in the core pulsed steadily, casting a menacing glow across his battered face. "What… what is this?," he murmured, his eyes fixed on the device. "If this is what I think it is… I'm going to be stronger than ever."

His voice echoed in the alley as he struggled to his feet, bracing himself against a nearby wall. He glanced at the pulsing red glow on his arm and smirked, though his grin was crooked and worn from exhaustion. "This isn't over," he vowed, before vanishing into the city's darkness.

_________________________________________________________________________

Well, I decided to rearrange the order of the original chapters to make more sense for the narrative I wanted to create for the first season. I also moved the episode "Side Effects" to the second season and added a heavily modified version of "The Visitor" to this one. It just fits better with the story I had in mind, and I think it turned out well. The chapters now look like this:

Season 1

And Then There Were 10

Washington B.C.

The Krakken

Kevin 11

Tourist Trap

The Visit

Lucky Girl

A Small Problem

Last Laugh

Permanent Retirement

Hunted

The Alliance

Secrets

So, does anyone have any suggestions for combos Ben and Gwen could do together? Like 1 alien + 1 spell = a powerful combo to finish off the villain. This is something I really hoped would happen in Alien Force, but instead, they downgraded Gwen from a mage to a generic and weak Green Lantern knockoff. They made her one of the most powerful beings as an Anodite but did nothing with it.

I want to make Gwen more like a classic mage, with elemental attacks that can combo with the aliens' powers, plus heal and buff abilities to strengthen them. Basically, having them fight as a team, LOL.