Author's Note: Well this is a story I started a while back. I've been meaning to enter the X-Men franchise for a while. But I couldnt come up with a plot that really seemed to work. I've watched the X-Men shows since I was a little kid, but I've never really written for it before. I'm more of a DC Comics guy myself so this ought to be. I've also been meaning to write an Ultimate Alien fic for awhile since the latest version came out, so this is sort of a compromise. Let me know what you think of it.

X-Men: Evolution/Ben 10: Ultimate Alien

Culture Clash

At the Xavier Institute in the late evening, Professor Charles Xavier was watching television. For the past couple months now, the media has been covering the exploits of a recently discovered 16-year-old superhero named Ben Tennyson. Since then a media firestorm has ensued with people not only covering his every move, but a few of them scrutinizing him as well. No person has been more adament in his dogged persuit of Tennyson than political commentator Will Haraunge. Who has gone out of his way to prove to the world that boy is a menace to society. Xavier has been keeping close watch on both him and Haraunge, the latter of whom silently earned his ire. It was people like him that made life difficult for mutants, and it was for this reason Professor Xavier desired to keep thier exsistance hidden. Even though Ben himself wasnt a mutant, there was a number of simularities he shared with his students. The most obvious of which seemed to be his impulsiveness and lack of control. At least that's how Haraunge and others have spun it. And unfortunatly he did have a point, it seemed as though the fame had gone to young Ben's head, making him arrogant and at times reckless. It was time he had a word with the young Mr. Tennyson.

A moment later Logan came in behind him and saw what the Professor was watching.

"Ugh, This guy again?" he said annoyed folding his arms behind him.

"Yes, I'm afraid so. It seems to be the popular news topic at the moment." he said looking over his shoulder at him.

"They've been talking about this kid for months. I'm getting sick of it." he replied.

"Yes I know. And I think its time we have a talk with him. Logan if you would prepair the X-Jet." he requested.

"You got it Prof." he said turning away.

"Professor?" Jean asked from the doorway. Professor Xavier's chair swiveled around to face her.

"So your going to do it." she confirmed.

"Yes I'm afraid so. Due to all this unnecessary attention he's been getting its time we do a little damage control. I'm leaving you and Scott in charge until I get back." he instructed.

"Are you sure its a good idea to bring him here?" she asked apprehensively.

"I understand your concerns Jean. But I feel this needs to be done." he answered.

"Its not that I have anything against him specifically, but he's not a mutant." she stated.

"And your worried about how the other students might react to him, as well as the attention he might draw to the school. I assure you Jean, I know what I'm doing." he smiled softly. Logan came back into the room a moment later.

"The jet's prepped whenever your ready." he said standing next to her.

"Thank you Logan. I trust there will be no problems while I'm away." he said as he rolled towards them and stopped as Logan vacated the spot next to her.

"If anything does happen, I will take full responsibility for it." he said earnestly. And without another word he left the room as she watched him off.

"Hey Jean what's this about the Professor going somewhere?" Scott asked coming up behind her.

"He's going to get that Ben 10 they were talking about." she answered softly.

"The guy that turns into all those different aliens?" he replied. She nodded her head without looking at him. Scott ruffed his hair after hearing it.

"This should be fun." he said in mild sarcasm.

"Yep, And guess who he left in charge?" she replied.

A few hours later the X-Jet arrived in Bellwood, the rumble of the jet could be heard from inside the house and grew louder making it rattle.

"That's a little close." a red haired girl said.

Rushing outdoors, Ben and his friends were greeted by the sight of a large black jet touching down in the middle of the highway. The trio were on guard as they waited for the door to open revealing a man in a wheelchair to them. The guys looked at each other as Professor Xavier decended from the ramp, while a second man leaned against the entrance in a brown Stetson. The team lowered thier guard slightly as they met him halfway.

" I apologise for our rather unorthrodox appearance." he said.

"Who are you and what do you want?" a dark haired boy asked.

"Kevin!" a red haired girl scolded standing opposite of Ben.

"I'm sorry to disturb you this evening. My name is Professor Charles Xavier." He introduced.

"Your one of the world's leading experts on genetic mutations. What are you doing here?" the girl asked.

"He is?" Ben and Kevin said simotanously.

"I've been watching your exploits for quite a while Benjamin." he replied.

"Kind of hard not to." Gwen quipped.

"I know this may seem hard to believe, but I run a school for Gifted Youngsters. And I feel that you may stand to benefit from what our school has to offer." he said holding out his hands.

Ben cocked an eyebrow at the man seated before him skeptical.

"Thanks Professor but I dont think I really need any help." he replied politely. Gwen and Kevin coughed behind him in disagreement.

"It seems as thought your friends dont share the sentiment." he said humorously.

"If you've seen how big this kid's head has gotten...ow!" Kevin quipped before being elbowed by Ben.

"As much as I hate to say it, your friends as well as Will Haraunge are right. Since the time you've been discovered you've become reckless. I'm not saying that battles dont come without some collateral damage, but an inflated ego can be an equally dangerous thing." Charles stated.

"And what gives you the right to place me in your school? No offense." Ben replied defensive.

"Because I also teach students who have powers, real powers." the Professor countered.

"Let me guess they're mostly alien kids." Kevin added nonchalant.

"As a matter of fact, they're not. At least most of them arent. We have discovered that there is a mutant gene that activates at adolecence." he corrected.

"That's the same thing that I'm talking about. Most kids get thier powers from thier parents, one of which were alien. Those parents serve as interstellar cops called Plumbers- That's how they get thier powers." Kevin rebuttled.

"I see, and your one of them?" he probed. The boy scoffed as he looked back at him.

"Of course I am. I'm part Osmosian, I can absorb anything I touch into my skin." he said indignant.

"Intrestring and what about you my dear?" he asked turning to Gwen.

"I'm an Anadite, I can read and detect energy called Mana and can manipulate its power." she said in a more even tone. While he turned back to Ben who just shrugged and showed him a green gauntlet shaped device on his left arm.

"My powers come from this, its called an Ultramatix. It allows me to become all these different aliens and then if needed I can evolve to thier 'Ultimate' form when the regular guys arent strong enough to defeat my enemies." he explained.

"I see what a mavelous device." Xavier said in wonder.

"Still given the circumstances I would like for you and your friends to join us. I'm not going to force you if you dont want to." the Professor said.

"You mean all of us? Not just Ben?" Kevin asked.

"If you like." he said.

"Well we still have to talk to our parents, we're still enrolled in our own schools." Gwen stated.

"Of course." the Professor said. The team looked at each other quizzically, still not sure what to make to make of it.

"Well...ah. What do you think guys?" Ben asked.

"You said that, the people at your school have superpowers?" she asked Xavier.

"They do, but we keep that aspect of the school private. We still have the regular currircilum of private schooling, but we also have classes to train them how to use thier powers both effectively and responsibily." he concluded.

"Sounds like a regular snorefest." Kevin commented.

"You dont even go to high school." Gwen replied.

"And there's a reason for that." he countered.

"We also have a state of the art training center called the Danger Room." he said trying to entice Kevin.

The boy raised an eyebrow.

"Danger Room you say?" he asked.

"Oh yes, it is by far our most challenging survival class." he answered.

"You know, this could be intrestring." he smiled.

"I'm still not sure about this." said Gwen. Ben soon seemed doubtful as well and questioned him further.

"Are you sure this is necessary? I mean sure I may get into trouble from time to time. But I'm used to this sort of thing." he said.

"You talking about the action or the hordes of fans that now follow you?" Gwen asked in sarcasm. Her cousin glared at her over his shoulder.

"Yes well as I said our extra currircular activities are secret. If you dont feel like your ready for this, I understand. Alot of people look up to you, still I worry about the backlash that may result if something were to go wrong. You are still a young man, and have much to learn about how to use these powers responsibily." Xavier advised.

"Look no offense doc, but I've been doing this for a long time. I know what I'm doing, and nothing has ever gone wrong on my watch." he stated. Professor Xavier narrowed his eyes.

"And its that sort of additude that'll lead to problems down the road. I suppose there's nothing more that needs to be said then." he replied.

"If you'll excuse me." he said turning away from them. Kevin and Ben looked on, while Gwen went after him.

"Professor Xavier!" she called out. He stopped just short of the ramp as she came up behind him.

"I'm sorry for what he said, he hasnt always been that way. Ever since he saved the universe from an alien invasion he let it go to his head. He's been lording it over us ever since, then when the public found out. What I'm trying to say is that he's a really good guy, and he's a great hero...maybe he really does need this. It'd be nice to bring his ego down some. Just give him another chance...before something really does happen." she pleaded.

The Professor looked back at her over his shoulder before turning his chair around to face her and thought it over.

"Very well, but I still need to talk with his parents." he concluded.

Author's Note: All right, what'd you think of that? To put it simply in the Ben 10 universe, kids get thier powers from an alien parent as opposed to a mutant gene in X-men canon. Well that's pretty much all I have to say, I guess. Let me know how you like it and if you want to see more.

Please review,

Green Gallant