I've always enjoyed fanfics where the aliens had more of an involvement in Ben's life rather then just being strands of DNA...I mean Ghostfreak came out didn't he so why not the others? Oh and sorry if I made Manny sound like Cyborg from Teen Titans its just that when I was writing him he just seemed to come to mind. Just a heads up this is eventually going to be BenxKevin but not right now, so please enjoy the fanfic and review! Suggestions and Criticism welcome as well.


"Hey Kevin, do you want to come over to watch the FIFA world cup with me? It's us against England and-" Ben started excited but Kevin cut him off before he could finish.

::Look Benji, I got a lot of cars to go through today…I have to repair three of them and figure out why one won't start even if the guy says everything's all there:: Kevin growled back over the phone, clearly frustrated.

"Oh…w-well I can record it and then we can watch it later after you finish work then?" Ben asked a bit downed that Kevin wouldn't be able to watch the game with him.

::By that time I'll be too tired Ben….look I have to go, I shouldn't even be talking on the phone during work.:: Kevin stated as he quickly ended the call before Ben could say anything.

The brown haired teen blinked when he heard the dial tone and pulled the phone away from his ear and stared at the phone.

"Okay then…" he said quietly putting his phone away as he sat on the couch to watch the game, not as excited as he was before. "Maybe we'll be able to do something tomorrow…."


::I'm pretty much on my own here, with the exception of the manager Benji. One of the guys called in sick and there aren't any other people they can call in so I'm here all day::

"What about during your lunch break? We could meet at Mr. Smoothie or someplace closer to the body shop…we could even go after your work…" Ben tried frowning.

::I'm completely swamped here, I won't be able to leave and I have other things to do after work that needs my attention, I'll talk to you later…maybe:: Kevin stated a bit annoyed, before hanging up on Ben before he could get another word in.

"Maybe Gwen will want to go with me…" He said to himself as dialed his cousin's phone number. He waited a few seconds before he heard Gwen's voice on the other end, "Gwen? Do you want to come with me to Mr. Smoothie?"

::Sorry Ben I got a huge chemistry exam coming up and I need to make sure I have enough time going over everything…besides shouldn't you be studying as well? You still have classes too::

"I know but I just though…" Ben tried to argue with his cousin, but Gwen wouldn't let him try any of his excuses.

::Take some time to study your books. There isn't going to be an alien attack everyday and you did get a C on the last test in biology.:: she reprimanded.

"I guess so…"

::Good I got a lot of notes to study so please don't call unless its important.::

After that Ben heard the dial tone and tossed his phone onto his desk before he flopped onto his bed clutching his pillow in his arms, "maybe tomorrow…."


::Ben! I'm late for my karate practice I have to go! I don't have time for you at the moment!::

::I'm in the middle of something important here Tenneyson…I can't talk right now!::


::This better be important Ben, I'm in the middle of my study session and looking through college applications…what? Ben I have better things to do then mindlessly hang at Mr. Smoothie! Honestly, you really need to grow up Ben!::

::Dammit Tenneyson you have the absolutely worse timing! You nearly cost me the new alien tech and armor!::

"Um-sorry..I didn't think…" Ben apologized but winced at the scathing tone of the osmosian shot back at him.

::You sure as hell didn't think you moron! Now for the last freaking time get this through your thick head…DON'T CALL ME UNLESS ITS IMPORTANT YOU STUPID BRAT!::


It had been three days since Ben had last picked up his phone and called Gwen or Kevin. He had tried several times to call them but then he would remember how their last conversation had gone and dropped his phone, preferring to sulk on his bed. He laid on his bed with his pillow over his head as the conversations from the past few days were ringing in his head, especially the ones from yesterday.

"I didn't mean to bother them…its just that its been slow with the alien activity…" he mumbled to himself as he peeked out of his pillow to look at his phone.

He reached out to grab up but then retracted his hand, as if he was afraid to pick it up and call Gwen and Kevin. He shook his head and sighed holding his pillow tightly, he never noticing his omnitrix glowing briefly….

"Our master isn't very happy…" a tall blue lizard with wheels for feet stated frowning as its mask lifted up as he gazed at the screen that showed Ben on his bed with his pillow over his head.

"That is a very obvious conclusion." A small galven alien said sitting on the shoulder of a familiar red four-armed alien, "from my observation it is because of the lack of companionship of his comrades…"

"There is that Grey Matter…" stated an orange crustacean scuttling up to them to make his own point, "and from previous conversations between our master and his friends, each time has been more unpleasant then the last to the point he's afraid to call them once more in fear of the retaliation."

"Was it really necessary to call master those names though?" Ditto asked frowning as he folded his arms as the duplicate across from him was trying to figure out his move in on the checkerboard in front of them.

"They were just frustrated, I mean you heard how they sounded." Diamondhead defended only to get a snort from a blue monkey hanging upside down from a trapeze above the petrosapien.

"That still doesn't give them the right to bite our master's head off, I mean its not like the device is a camera where they can see each other and what the other is doing." Spidermonkey retorted.

"So what do you all propose we do about the situation?" a bored swampfire asked throwing fireballs at Heatblast flying around the green void," we're trapped in this bloody device and its not like we can just appear out of thin air to help our master!"

"Says who you bunch of morons?" a dark voice hissed behind them.

All the aliens present stopped talking and turned towards the familiar ghost alien that was bounded by several rings of green energy along with being behind several bars of green energy that formed a cage around it.

"Just what are you talking about Ghostfreak?" Four-arms asked frowning at the rebellious alien.

"It's a rather simple solution…just take over the stupid human's body and you'll be out." He stated.

"That would defeat the purpose of us 'helping' our master you felonious specter…" Brainstorm retorted tartly, narrowing his eyes at the ghost.

"Then I'm afraid you are stuck here for eternity…" Ghostfreak sneered.

"Unlike you ya poltergeist, we like our master and don't want him killed." Four-Arms replied dryly.

"Actually…there could be a way we could leave the omnitrix…" Grey Matter said rubbing his chin, "but it would require us find…them"

"Wait wait wait….dude you're not talking about those two!" Heatblast exclaimed staring at the galven and then quickly crossed his arms and shook his head furiously, "bzzzttt wrong answer! no way! That is NOT happening in this lifetime or ever!"

"What possible reason could you have against this? Its very possible its in their power." Grey Matter stated.

"I'll give you three reasons why this is wouldn't work, " Heatblast replied holding up three fingers, "1. They're as annoying as ditto is hyped up on sugar, 2. you can't ever get two words in when you actually find them and 3. They won't listen to anyone but master…more or less"

"For once the over-grown fire pit has a point…" Swampfire said snickering as Heatblast glared at him.

"Hey! Who are you calling an over grown fire pit you wildvine wannabe!" Heatblast shot back.

"Do not bring me into your ridiculous petty arguments…your both hot heads and that's final." Wildvine said dryly. "But insults aside what other plan can we do concerning the master?"

"Besides not talking to them? " Diamondhead asked, "I'm not sure…"

"Maybe we can appeal to the AI of the omnitrix?" a black and white blob asked forming in front of Four-arms and Grey Matter.

"Huh? What do you mean by that Upgrade?" Swampfire asked, but the Galven on Four-arms's shoulders realized what the mechomorph was talking about.

"I get it, due to the recent changes to the device, the Omnitrix has become more sentient, meaning it can think for itself in one way or another." Grey Matter stated slapping his head as if it was an obvious solution, "because of that it should have some sort of form here where we can appeal to it and actually talk to it and see if it'll allow us to leave the omnitrix."

"But the whole point of the omnitrix was for it to be a housing device for our DNA, wouldn't us trying to get out of it be against its prime command?" XLR8 asked frowning.

"I believe that as long as we can make a satisfactory contention that it is propitious for our master, " Brainstorm said clicking its claws, "we may be able to come to an accord with the AI to alleviate our master's pain."

He was met with several blank looks that were only broken by a gaping Ditto who looked dizzy trying to understand what Brainstorm had just said.

"Okay…repeat what you just said but in a language we can ALL understand please?" the duplicating alien asked looking dizzy.

"What the crab basically said, is that we need to give the AI of the omnitrix a good reason in why we want to leave the Omnitrix in order to comfort our master." Grey Matter translated.

"Oooohhhhh…." Was everyone else's response.

"Why didn't you just say in the first place?" Ditto asked looking at the orange crustacean.

"I did…." He replied rather irritable and folded his claws in front of him as he glared at Ditto.

"Okay so we should split up and try to find that AI so that we can-" Grey Matter said but then they stopped when they heard some noises coming from the screen and saw that there was someone on the computer on Ben's desk.

"Hey its that child version of four-arms!" Ditto said.

"I believe his name was Manny." Swampfire correct.

"Of course you would remember since you fought him." Diito retorted and moved away as Swampfire sent him a look.

"Yo Ben! You there? Heeeeeyyyy I know you haven't had any missions so where are you?" Manny called from the screen as Ben sat up on his bed and walked over to his desk.

"Manny? You know you could've just used my plumber's badge." Ben replied sitting down in his chair.

"Yeah but I thought this would be more fun." Manny replied grinning from the other side of the screen as Ben raised an eyebrow.

"How exactly did you hack into my computer anyway?" Ben asked.

"It was easy, piece of cake since I've been doing this for a while." Manny replied arrogantly.

"…..Helen did it for you didn't she?" Ben replied amused as Manny choked and sputtered, suddenly looking nervous.


"Alright so why did you call me?" Ben asked.

"Just wanted to know if you were interested in taking a mission with me and Helen?" he asked, "Pierce got called away to some mission with the Wrench so Helen, Alan and I got stuck with duty here."

"Alright sure…what's the mission anyway?" Ben agreed.

"Dr. Animo, he was seen taking some dangerous chemicals and we were told to spy on him to see what exactly he's plotting and to stop him." Manny recited.

"Animo huh…haven't heard from him in a while…" Ben replied, wondering what plot the doctor came up this time.

"Great let me just get Kevin and Gwen and then we can-"


Manny was taken back by volume of Ben's voice along with the fearful look on Ben's face when he mentioned Kevin and Gwen.

"L-look it should be fine with just the four of us taking care of Animo…there really isn't any need to call Kevin or Gwen…." Ben said nervously.

"Alright then, you do know them better…so anyway meet us over by the abandoned gas station at the corner of Cambridge and chateau around 4pm, we should be there around that time." Manny said before he ended the call.

Ben leaned back against his chair rubbing his head before he stood up as he looked at his clock.

"3:30…. it shouldn't take more then a few minutes to get there…" he said quietly to himself as he headed for his window.

He activated his omnitrix and set the dial to Big Chill but just before he was about to press down on the switch he looked back at his phone on his bed. He bit his lip, considering if he should actually give Gwen and Kevin a call but quickly shook his head.

"I shouldn't bother them," he said quietly before he slammed his palm on the device and in a flash of green the humanoid moth alien stood where Ben stood and quickly flew out of the window to the meeting place.

"So we just have to check this guy for why he's using these chemicals for?" Alan asked as they snuck around a building they had drove to where Dr. Animo was hiding in the desert.

"Well you can never tell what that whacko is going to do." Manny hissed, "I say we bust in there and just grab him."

"What part of 'spying' did you not get Manny?" Helen asked exasperated, "we check before we do anything now hurry up."

Manny just grumbled, as his fingers were getting itchy to shoot something as the four of them huddled near a window to see what exactly what Dr. Animo was doing.

"Hey shouldn't Cooper have come with us?" Ben asked wondering where the technopath was.

"Back at the base, someone had to stay behind in case Max and Pierce came back from their mission." Helen replied before she peeked through a window, "Hmm…it looks like he's just mixing up some formula…"

"Well duh…what else would he be doing?" Manny grumbled under his breath and winced when Helen glared at him.

"Wait…I see a formula on a chalkboard behind him…" Helen said frowning, "Ben can you go in there and try to hear what he's doing?"

"Sure… "Ben said as he was still in his Big Chill form and went intangible as he phased through the walls of the building and floated near Dr. Animo to hear what he was up to.

"Yes my new concoction is almost complete." Dr. Animo said gleefully as he held up a small test tube. "With this new formula I'll be able to bring back any ancient animal like the glorious dinosaurs without the use of the helmet like last time or even revert a modern animal to their ancestral form!"

'Well that's enough to warrant storming this place…but this has to be his craziest plan to date…' Ben couldn't help but think to himself as he flew out of the building and told the others outside what Dr. Animo was doing.

Before Helen could stop Manny, the four-armed alien smirked and rammed the front door down, practically having it thrown half way inside the building. Animo turned around and glared at the intruders.

"You little brats how dare you interrupt me!" Dr. Animo shouted and pressed button that opened the back storage units of the buildings and a few of his genetic experiments came out to distract the team while he tried to gather his experiment and escape. It was pretty much a stampede of the bizarre mixture of animals against the four of them.

"Dammit how many of his 'pets' does he have!" Manny exclaimed as he shot several times at a snake that was several times larger then normal and taller then him. He dodged several times as the beasts tried to dog pile on him, before he blasted it from the front while Alan got it in the back.

"Who cares, just knock them out and stop Animo!" Helen shouted trapping a few creatures in a spinning whirlwind and sending them crashing to the floor making them dizzy allowing Manny and Alan to knock them out.

Ben nodded and flew over the chaos of the fighting and landed near animo just as he was about to escape and quickly froze his legs so he couldn't run away as he landed in front of him.

"Going some where Animo?" Ben said in the ghostly voice of Big Chill.

"Curse you Tenneyson!" Animo growled trying to free himself without dropping his mixture.

"I'll just relieve you of this, and stop you from making another mess." the blue moth said as he took the mixture out of Animo's hands and froze him up to the neck, "now how do you stop your little minions?"

"I'll never tell you stupid bug! They'll squash you before you could get them!" Animo shouted back at him smirking maliciously before laughing in Ben's face.

"We'll just see about that…" Ben replied as he flew over to the lab table and placed the mixture there.

He was about to join Manny, Helen and Alan in stopping Animo's little pets, unfortunately he never saw Alan jumping above a desert tortoise e tried shooting his fireballs at it but the flames bounced harmlessly off of the shell but sailed over his head towards the table covered in the variety of chemicals.

Helen saw the trajectory of the fireball and her eyes widen as she sped away from a creature trying to trap her.

"Ben! Move out of the way! " Helen shouted but she could only watch in horror as the fire balls sailed over heading straight for the table.

She grabbed Manny and Alan once he was in his normal form and pulled them far away form the table and practically outside of the building as the fireballs collided with the chemicals on the table causing a huge explosion the shook the entire building and the trio started coughing when smoke started to pour out of there once the building stopped shaking.

"What the heck happened!" Manny exclaimed coughing as he tried not to inhale too much smoke, "and what about Ben!"

"I'm not too sure, but the fireballs were already too close to Ben! He should be fine because he was in his alien form…right?" Helen asked nervously keeping her mask down so she wouldn't inhale any of the smoke.

"He's not invincible when he's alien…" Alan said meekly as he looked back at the building and staying close to Helen.

"Come on we better find him or we're going to be in trouble…." Manny said grimacing.

The three of them moved back towards the building once the smoke had dissipated into the air letting them see a bit more clearly. They gawked when they saw the beasts that Animo had unleashed on them unconscious.

"At least the explosion did us a favor by knocking these guys out." Manny said nudging one with his foot.

"Focus! We have to find Ben!" Helen hissed before she sped around the floor trying to find Ben.

"Ben! Ben where are you say something please!" Helen cried out looking around frantically.

Manny and Alan were doing their best to look around for the older plumber but to their horror Manny had spotted a prone form on the ground but before he could get to it and see if it was either Ben or Animo. But apparently one of the monsters missed the blast because it was hiding in its shell. The desert tortoise poked his head out of its shell and looked down at the prone form and looked like it was about to stomp who ever it was until a bright green light flashed and two figures came out.

One stopped the foot from crushing the figure and tossed the tortoise onto its back while the other one tossed something at him that knocked the creature out as the three of them tried not breathing in whatever it was that knocked out the tortoise.

"Did one of you call for back up?" Manny asked looking at Helen and Alan. They shook their heads making him suspicious at who exactly came to their rescue. When the smoke cleared the three of them moved closer to the figures slowly but stopped a few feet when they stared.

"Uh…Manny was your dad planning on visiting us?" Alan asked, as he couldn't take his eyes off one of the figures.

"That isn't my dad Alan…" Manny said surprised himself.

"Is that…a mobile plant?" Helen asked as she moved her mask up to rub her eyes.

What the three were staring at was an older, bigger and taller version of Manny along with what looked like a living plant with six legs and seeds growing out of its back. The tetramand looked at them surprised as he stared back before he rubbed his head with one of his four arms.

"Wow…we're...actually out…" he couldn't help but mumble.

"Enough of that take a look at our master!" the other alien hissed.

'Master?' the three thought at the same time and moved closer as the plant alien gently picked up the prone figure on the ground with his arms.

There were expressions of shock on both of the alien's faces and the plumber's helpers as they saw who exactly was lying unconscious in the green alien's arms.

The silence between the two groups was broken by a loud exclamation from the younger four-armed alien.

"What the hell happened to him!"

What the five were staring at was Ben Tenneyson…the only thing was he wasn't a teenager…instead he was a ten-year old in his teen's clothing.

"Uh…Wildvine…last I checked wasn't he a bit…older?" the tetramand asked looking nervous.

"Yes by human standards he should be in I believe his teen years…but to become this…" Wildvine said unsure what to do. He blinked when he saw four guns pointed at his face.

"Okay greenie you're going to explain how Ben is suddenly a kid again!" he growled out.

"I'd watch who'd your threatening brat…you hardly have an experience compared to us." Four-arms growled back moving to stand in front of Wildvine.

"Why should I trust you! For all we know you could be some alien bounty hunter sent to get rid of Ben! Now hand him over!" Manny retorted, "not to mention how the hell you got in here in the first place!"

"You probably wouldn't believe us." Wildvine said dryly.

"Helen what should we do? We need to clean this all up before the creatures wake up and inform what happened to Ben as well!" Alan said.

"I already contacted the plumber base to take care of the creatures and Animo." Helen replied, "help should get here soon."

"Help has already arrived." An elderly voice said making everyone turn towards the entrance as several other plumbers came in to bind the beasts and put them in holding cells.


"I immediately got a signal from Cooper when he got your signal from your badge that you needed backup." Max explained as he walked towards the group but stopped when he saw the two aliens. Unlike Manny he knew them but he was confused on why two of them were there.

"Ben? Why are you four-arms and Wildvine at the same time?" he asked.

"Uh Max what are you talking about?" Helen asked.

"These are some of the first forms Ben took when he used the omnitrix when he was younger. But what I don't understand is how he's two different aliens at the same time." Max explained.

"I believe I have figured out the reason but…I think we should get him some medical attention first." Wildvine said moving forward and showing Max the younger Ben. Max's eyes widened as he took Ben before they hardened.

"I want to know everything that happened here when we get back to the base…everything…"