My first thought when I saw Vilgax: "Hey! It's Cthulhu!"

I don't own Ben10 or any affiliated characters, yo.

Skin Deep Chapter 1: Something's Coming


The boy stood, motionless, as he surveyed the tranquil park. There was a stillness in the air, a feeling of calm. A slight breeze blew colourful leaves of orange and red lazily along the ground as the sun bathed everything in a warm glow. All seemed right in the world.

Benjamin Tennyson thought otherwise. The air held a feeling of uncertainty, not calm. The breeze was thick with the scent of dread as it blew the decaying leaves across the broken earth. Even the sun seemed to have lost it's glow, instead fading to a dull gray that made objects cast jagged, shifting shadows.

Normally, the twelve year-old did not see the world in such a way. No, he usually saw things in the happy perspective that was formerly mentioned. However, there were times when everything had an edge to it, a darker side. Over the last month, he had come to realize what this meant. It was a warning.

"Something's coming….."


Dear Diary,

The other day, Ben was attack by this alien called Vilgax. Funny, a month ago, I would have never believed in aliens. Then again, that was before a watch from outer space decided to latch onto my cousin's arm. And before he started morphing into aliens himself. Now, instead of having to deal with the annoying and immature antics of Ben, I have to deal with the annoying and immature antics of Ben, the super-powered prankster.

But, I'm getting off track. This Vilgax guy, Grandpa Max knew him! It was weird. He was all like "Tennyson!" and Grandpa was all like "Vilgax!" and Ben and I were like "Huh? You know each other?" And then Ben went and got himself captured. It's because he's never careful. I think he does it on purpose, to make everyone worry. It works.

Anyway, long story short, Grandpa and I saved him and then we got captured and then he saved us. It was all good in the end. Then Grandpa and Ben and me had a long talk about how Grandpa knew Vilgax. I'd tell you what he told us, but he said we were sworn to complete secrecy. I can see why. That's all for now. I'm gonna go look for Ben, I think Grandpa wants to get back on the road.

The red-haired girl saved the file and closed her laptop, looking up towards the front of the RV. Her grandfather was shifting impatiently in the driver's seat and tapping his fingers on the dash.

"Grandpa" she stood up and he looked back at her. "I'm going to go look for Ben, ok?" she was already heading towards the door.

"Alright, Gwen" the old man smiled kindly. "Hurry back, though; I want to be at the Lincoln Memorial in two days time."

"Will do!" with that, she promptly left the vehicle and went off in search of her cousin.


Ben simply stood there, eyes closed, as he listened to the world around him. Ever since that power surge on Vilgax's ship, Ben had felt….. Different. Not all the time, though. Most of the time, he felt the same as he always had. But, other times, times like now, he just felt…… in tune. Like an animal, able to hear and smell and feel things far beyond the human scope. It was the times like this he felt completely calm.

He smiled slightly as soft footsteps approached from behind. They were slow and deliberately quiet. They stopped just before reaching him. He nearly laughed at his cousin's pitiful attempt at sneaking up on him. He heard her slow intake of air as she prepared to yell in his ear.

"Hey Gwen." he greeted without opening his eyes or turning around. The yell in her throat died down to an annoyed sigh.

"Aw, man." she huffed. "I almost had you." Ben finally turned around, eyes opened and eyebrow quirked.

"Almost had me?" he laughed. "I heard you comin' a mile away." he crossed his arms over his chest, a look of superiority on his face.

"Oh, yeah right." his cousin scoffed, shoving him playfully. "You just got lucky."

Ben smiled. "Yeah, you keep thinking that." he turned back to the park. "Somethin' you wanted?" he asked.

"Oh, right." Gwen remembered her reason for tracking the brown-haired boy down. "Grandpa wants to get back on the road, pronto." she jerked a thumb over her shoulder, even though Ben wasn't facing her. "Come on." she turned to leave. After a moment, she realized that her cousin wasn't following her.

"Ben?" She turned back to find that her cousin was running in the opposite direction. "Ben!" she called as she ran after him. "Where are you going?" Ben looked back at her, over his shoulder, as he ran.

"It's Hero Time!"


"How much is this one here?" John asked, pointing to a sliver necklace with a brilliant emerald on the end. "Anniversary's coming up, wanted to get her something that would really wow her, you know?" He ran a hand through his midnight black hair. The elderly clerk smiled sweetly.

"The five-year, right?" she asked knowingly. John blushed in embarrassment.

"That obvious, huh?" he chuckled.

"Sweetie, when you've been at this as long as I have, you learn to read these kind of things." she gave a short, grandmotherly laugh. "Now, I'm going to let you in on a little secret." she leaned in close.

"Yeah?" the twenty-nine year-old was eager for any kind of advice he could get. The five year mark was a big one, after all.

"Necklaces are nice, make no mistake, but, if you really want to dazzle her, what you want to do is get her a bracelet."

"A bracelet?" John was a bit skeptical.

"Definitely." she nodded enthusiastically. "Women love baubles, but they especially love baubles that they can wear every day." she motioned to the necklaces. "Now, necklaces like these are the kind of bauble that can only be worn for special occasions, but…" she pointed to the array of bracelets. "A bracelet can be worn every day of the week, they're just as pretty, and they're cheaper to boot." She stood straight again. John mulled over this information. With everything he had set up for this anniversary, his wallet was starting to wear thin.

"That's some solid advice." he placed a hand on his chin. "You know what, I think I will go with the bracelet. Thanks." he smile politely.

"It's no trouble." the clerk returned sweetly as the front door chimed. "Oh, another costumer." she said to herself, shuffling over to the front counter slowly. She was quite surprised to find two armed thugs standing there.


"Alright, granny" Jason pointed his handgun at her. "We're here for one thing and one thing only." it was quite obvious that he would shoot her without a second thought.

"Whatever it is you want, please, just take it!" she cried fearfully, cringing away from the burly man.

"Oh, don't worry." he sneered, pointing the gun right at her forehead. "We intend to."

His partner stepped forward slowly and opened his mouth, speaking for the first time. "Meexyairna" his voice was acidic.

"No…" Meexyairna's eyes widened in realization. "Vilgax has found this planet?"

"That's right and he wants you out of the way, doesn't want your people involved any further than they already are; Tennyson is trouble enough." He growled from behind his mask.

"Then, he's already found it….." Her eyes narrowed as her frightened posture disappeared.

"Say goodnight, granny."



Ben stopped in mid-step. "That was a Gunshot!" he exclaimed to no one. "I better hurry up!" It only took him a moment to realize the obvious course of action.

"Duh!" he slapped his forehead, before clicking the button on the Omnitrix and selecting the form he wished to assume. "When it comes to speed…" he slammed the dial.

The transformation started instantaneously. It began with a tingling along his arms as they began to shrink, his hands turning into claws at the same instant. While this was happening, his legs seemed to extend, becoming long and muscular. He could feel the metal plates literally grow out of his blue-green scales and cover his head, arms and legs. And, finally, a long, powerful tail sprouted from the base of his spinal cord. The change was complete.

"Nobody" his reptilian voice rasped, "Outssspeedssss XLR8!"


"Looks like hero boy's gonna miss that anniversary." Jason laughed at the body of the would-be hero, smoke still wafting from the bullet wound in his forehead. The thug then redirected his attention back to Meexyairna. She was seething with anger.

"You….." she could barely speak through her fury. "You pawn!" she screeched. "You're just a human, you don't even know what it is you serve!" She leapt over the counter, backhanding the muscle-bound man. He flew into the far wall.

"I see you haven't lost your edge." the man's partner commented mockingly. This caused the enraged woman to focus on him.

"And you, Torgon" she snarled. "have not lost your twisted habit of manipulating those weaker than you." She raised her fist menacingly. The unnaturally tall man shrugged his shoulders.

"It's really more of a gift than a habit." he smiled, revealing his large, sharp teeth, causing Meexyairna to growl angrily. In response, Torgon raised his gun and unloaded a bullet in the direction of her face.

The flying metal pierced through flesh, before ricocheting off of the hard, cerulean skin underneath. Meexyairna stumbled back a step from the force the projectile exerted on her cheek. She straightened and placed a hand over the damaged area, feeling the extent of the rip. After a moment, she pulled her hand away, shaking her head in annoyance.

"Now you've gone and ruined my only disguise." she tsked. "Do you know how annoying it is to fix these things?" She fingered the ruby on her necklace.

"It's the least of your concerns." Torgon tossed the gun over his shoulder. There was a loud cracking sound as his face, or rather, his mask, split in half. He breathed a sigh of relief as the halves hit the floor. "You have no idea how good it feels to have that thing off." he cracked his double-jointed neck. "It was just killing my head-fin."

"Torgon" Meex pressed the jewel like a button. "It's the least of your concerns." her skin rippled like water, all of it being pulled into the necklace. In it's place was her true form. Blue, diamond-hard skin, glowing yellow eyes, and crystalline spikes. The alien adopted a fighting stance. "Because I'm going to be killing the rest of you."


"Gwen!" the red-head turned at the sound of her grandfather's voice. He brought the speeding RV to a screeching halt beside her. "Get in!" Gwendolyn did as she was told; she knew that his tone meant trouble. She dashed into the passenger seat and quickly buckled up.

"Grandpa, what's going on?" she asked worriedly as he slammed the gas. Maxwell Tennyson glared at the road ahead of him, willing the large vehicle to move faster.

"There's a button under your seat. Press it." he ordered.

"Just how may secret buttons does this RV have, anyway?" Gwen wondered aloud as she located and pressed the aforementioned button. There was a hissing sound as a video screen descended from the ceiling. Gwen stared at it in confusion.

"Run profile for Meexyairna, clearance Tennyson 28-4B." the not so ex-agent didn't even glance at the screen.

Three green dots slowly appeared on the monitor. They suddenly expanded and twisted until they formed the words 'access granted'. Gwen audibly gasped as the screen burst into color. Words went by at a thousand miles a minute, accompanied by hundreds of pictures until, finally, they reached the information requested. Gwen wasn't quite sure what she was looking at.

"It's Diamond-Head……. As a girl?" she raised an eyebrow in confusion. Indeed, the picture on the screen was that of an alien that was remarkably similar to Diamond-head. The major difference, however, was that this creature was decidedly female.

"Her name is Meexyairna." Grandpa Max clarified. "She's a Mikarin agent, working with my department."

"You mean the department that protects the watch?" the twelve year-old questioned.

"The same." he the old man nodded. "She just deactivated her disguise…. And activated a homing beacon."

"Why is that such a problem?"

"Because" Agent Tennyson grit his teeth. "She would only do that if she were about to die."


Okay, chapter one. Please review, k?