Here is a new Fic called Ben10+VampirexTitans and as it says its a three way cross now its Ben10 meets Rosario+Vampire, meets Teen Titans, This first chapter is about Ben meeting his new team mates of Starfire Cyborg and Raven. BB and the Boy wonder will come in a later Ch after were already in the Rosario+Vampire world. Ben and his team will go to Yokai academy shortly after this. So Disclaimer all three shows belong not to me but there respective owners.

In the parking lot of a restaurant a young man with brown hair and emerald green eyes sat on the hood of his car, he wore a green leather jacket with a 10 on it over a black shirt, a pair of jeans and sneakers. on his left wrist he had a large Green Watch like device the watch face had symbol that looked like a green hour glass. His name was Ben Tennyson 16 year old hero of the universe. He was currently drinking a smoothie made of carrot and chocolate?

"Good as ever." he said drinking his strange beverage. then behind him a small blue light materialized a little figure behind him.

"Ben Tennyson." he said, getting his attention.

"Azmuth?" he asked confused looking at the small Galvan.

"Yes I am here to talk to you." he said, "You see I have been watching use the frail copy of my Omnitrix and have realized it is not good enough for you, now don't let that go to your head." he joked. "I have figured the the boy who saved the world several times should have a more perfect copy So I took it upon my self to make you this." he said as he summoned some strange Omnitrix core. He then pulled the core out of Ben's Ultimatrix and put his new one in it. "there we go." he sighed as it was done, the next thing to happen the Watch glowed black and green like it was Upgrade, it then thinned out to become form fitting, and less bulky. It now covered his hole forearm with a fingerless glove look and became black in color with Green neon tubes around it, set just behind his wrist was the circular dial of the new Ultimatrix.

"Wow a new Omnitrix?" Ben asked in shock and aw.

"No a new Ultimatrix I figured that Albedo's idea was a good one but his creation was pathetic, so I made a new one, it now has a link to my home combat simulation computer, a more reliable power source with solar quick charge. And it can make any and all of your forms into a Ultimate form." he explained. "Its ready for use now but refrain form going into an Ultimate form till the charge is ready. Which should be a few hours to tomorrow." he warned. "I also added a new trick, its a boost option that can give you an energy boost to your form, but it will only last for a max of two minutes. And will shorten you transformation time."

"Wow Azmuth thank you this means a lot to me." he said, in total thanks to the creator of the Omnitrix. "So out of curiosity what would happen if I went Ultimate right now?"

"Simple it will reset and you roster of transformations will most likely reset. And you will have a new set of Aliens." he answered.

"Okay well should be easy enough today's seems like a quit day." he said not knowing what would happen.

A space ship was flying threw space, just pass Earth. Inside said large ship several Lizard like Aliens where walking down a hall with many different Aliens all inside of prison like cells. The Lizard man where Blue in color with fins all over there body and all had black and gold helmets as well as carrying gold trident spears. They walked into a room with several more like them, the whole time some thing that sounded like screaming and loud banging on metal could be heard inside of a locked metal door.

"The door will hold?" one of the Lizard men asked, his comrade.

"It has to." he replied

"The Alien will be delivered on schedule. Lord Trogon has commanded it." another said, as he got ready should the door fail.

"And if this thing gets out?" another of the four asked.

"Then zorg help us all." he answered

At that moment the glass window on the door cracked as a pair of green eyes flashed. The four Alien Lizard guards then backed away in fear. And the next moment with one last scream the Door flew off its hinges and fell to the floor with a loud crash. The smoke from the crash should the pair of green eyes stalking closer to them. It then revealed a girl with the appearance of a young and beautiful Human girl with long red hair was dressed in a purple body suit with a black tank top, skirt and thigh high boots over it She had a head piece that rested on her forehead and went down the side of her face with a M like look. She also had armor on her shoulders and her arms where covered in large cuffs that covered her entire forearms, and hands.

She was speaking in a alien language that could not be understood. She then went and slammed her cuffed arms into one of the guards face sending him flying into a wall. She then knocked back two other guards. The last Guard came in and tried to slam his spear but she blocked it with her cuffs breaking his weapon, shocking him for a short time. Taking advantage of his confusion she jumped up and delivered a tornado kick to his face. Sending him into a control pad on the wall activating the alarm.

"Esqa Rou!" she hissed as the alarm's went off. She then burst a hole in the ship and escaped into space with out need for a space suit. She then made her way towards a planet. A large Blue one with several landmasses.

Back on Earth a man was running down an ally, with a crow bar and a bag full of money. He was running until he came to a stop at the end of the ally. "hah that was easy." he said until a strand of web took the bag from his hand. "Hey!" he shouted as another one took his crowbar. He then looked to see a figure standing on a fire escape. "Who are you?"

The figure then jumped down, he revealed a Blue and black furred monkey creature, with four eyes and arms, his blue and black striped tail had a set of spinnerets at the end, on his chest he had a silver circle with a glowing green hourglass shape. "Spidermonkey!" he called in a high-pitched voice.

Spidermonkey is an Arachnichimp, from the planet Arachna. As the name suggests, Arachnichimps are six-limbed monkey-like aliens, with four eyes and blue fur, that live in villages built unto tree canopies to evade the numerous predators that live on the ground below. Possessing superhuman agility and able to latch to any surface, Spidermonkey can shot webbing from his tail, though he can get tangled by its own web. There skill in hand to hand combat is very impressive using there agility to there advantage with alien martial arts skill. There known to be mischievous in nature but kind non the less.

"Didn't your mother ever tell you, you shouldn't steal from others?" he joked as he jumped at him he tried to punch him but he rolled over his fist and then delivered a ax kick to his skull that made him stumble back, Spidermonkey then punched him square in the jaw, he then spun a round and delivered a reverse round house to hit his face again. He then finished it with an uppercut that knocked him out cold. "Monkey just made a fool of the mugger." he joked to him self. "Ah no fun when your on your own. Man why did Kevin and Gwen have to leave on a job to deep space the weekend when I got the new Ultimatrix. I wanted to rub it in Kevin's face that Azmuth gave me and upgraded Ultimatrix." he joked as then covered the thief in a web straight jacket. And hung him by a light pole. "Now you wait here like a good bank robber and let the cops come take you to jail." he said as he jumped off. He then landed near the restaurant where his car was parked. Right in front of Mr. Smoothies.

He then landed in front of his car and changed back to his human form with a green flash of light. "Ah now as a reward for stopping the bad guy another smoothie, Maybe Mango Blueberry, or Lamb Sardine." he said, wanting one of the strange flavors he eats often. He then noticed a light flash over him then a green light crashed into the ground no more the several hundred feet away. "Well there went my night." Ben said as he raised up his new Ultimatrix. He then popped up the faceplate and the hologram of Spidermonkey appeared, "No lets try someone with more oomph." he said as he shifted through his transformations as he ran to the crash site.

Green smoke pored out of the crater as the girl from before came out muttering something in her alien language. She looked around and saw all the people gathering around her. She started to yell in her alien language and looking at everyone with her cuffed arms in the air. On person then accidentally flashed his camera making her mad. "RAH!" she screamed as she smashed her hand into the ground making a small crater. She then proceeded to smashe everything from benches, cars, street lights, and buildings. She then started smashing it into a steal beam of a building.

"Hey angry girl!" a ruff almost technological voice said as she turned around to see a crystal fist connect to her face sending her skidding back across the floor. She looked up to see who hit her. "Lets see if you can beat Chromastone!" he said pumping his arms. He was tall and slender with a body made of purple stone with his lower arms made of Magenta crystal. He's Cycloptic with a green eye and more crystals around his body. Mainly on his back and two on his chest, and one on the top of his head. He had the Ultimatrix symbol on his chest.

Chromastone is a Crystalsapien. Chromastone is Cyclops alien made of an extremely durable crystal, and has several shards of magenta crystals. He is almost indestructible with his crystal skin; has great strength and an ability to fly; he is able to absorb kinds of energy like a conductor and channel it into ultraviolet laser blasts or less-intense natural light, he can also allow it to pass harmlessly through his body via refraction, or can be blasted back at the foe; he can seemingly produce blasts without having to absorb energy, though it may be due to absorption of radiant energy like sunlight, or streetlamps or just ambient energy; however he is unable to absorb energy when not expecting it or is too weak to do so. Chromastone, is the sole Crystalsapien, in the universe.

The girl then rushed him and tried to smash him with her arms, but he dodged to the left and then punched her again making her tumble back. He then jumped back and fired a multi colored beam from his eye at her making an explosion that sent her flying back but she landed on her feet next to a car, unnoticed by both they where being watched from the shadows by a figure in a blue cloak with a hood covering there face. The alien girl then kicked up the car next to her and kicked it at Chromastone. He then ducked under the car as it slammed into a building. "Wow! Stronger than she looks." He said as she charged at him and slammed her arms into his face making a dent in the ends of the cuffs and sent him flying back. But Chromastone flipped around and skidded to a stop. She then came in to slam her arms into him but he fired another blast from his eye that sent her back. "Nice try girly." he said as he charged and punched her in the gut then he spun around and delivered another punch to her face that sent her into a car.

"Hope he's covered against psycho Alien chicks?" Chromastone joked. She then got up and cracked her neck.

"Zouta." she said in a language he didn't know.

"Excuse me if that's a curse word in you language watch it lady I got a reputation to up hold" But he was caught by surprise when she slammed her cuffs into his face several times making more dents she then kicked him in the gut but her foot took more damage she then slammed her fist into his head and finished it with one more hit that sent him flying into a building.

"Well that hurt." he said as he rubbed what would be his chin. He then noticed that she some how picked up a city bus with her cuffed hands and decided to toss it at him. "Uh-oh!" he said as he braced for impact as she lobbed the gas guzzling bus at him. But a figure got in between him and the bus catching it. He was a tall muscular man with a dark gray hoody and sweat pants, dark shoes, and black gloves. From what could be seen of his face under his hood, he was African American, his right eye was solid red while his other eye was normal and blue.

"Hey who's messing up me neighborhood?" he asked in a angry voice.

"Hey she started it by smashing it up." Chromastone quipped as he got up next to him. "Thanks." he said as he got ready to face the girl as she got closer. She then slammed her hands down on the ground making a tremor that shook the two. The upper parts of her cuffs then fell off revealing her hands but her arms where still stuck together. She then put her arms up and charged green energy in them and fired it at the two making a large explosion where they stood. But the two she aimed at ran around as to dodge more of her shots that cause a lot of collateral damage to the area. Many buildings where burning. After some time she slumped down tired her hands smoking from her volley of energy.

Chromastone and the man stood behind a bus to catch there breath. "Girls goanna wreck the whole city." he said next to Chromastone.

"We can't let that happen not to rope you into this but were the only ones at the moment that could stop her. Further more I don't think my transformation will last much longer." he said, "I'll have to wait no can't my power isn't enough for that yet."

"What?" he asked as he looked around.

"At the moment a bad idea that could get us killed if it fails so lets try and fight fire with fire." he said as his arms glowed. "Ready?"

"Pretty much." he said as he was ready to run. They did so only to face more shots that Chromastone absorbed. As they ran. "Nice trick." he said.

"Thanks." he said as he aimed his hand at her, only for a large wall of black energy to appear in front of him. "What in the world?" Chromastone said.

"Maybe fighting is the wrong course of action." a female voce said. They both turned around to see a short girl in a dark blue hooded robe looking at them, not much could be seen of her as her robe covered her entirely showing only her feet and her lower jaw.

"Well that be a good idea if she weren't smashing my town." The man said.

"He has a point and you have a point lets try the ladies idea first." Chromastone said as he slammed down his Ultimatrix. In a flash of light he became a creature that was pure black, with green circuitry lines. He had one eye in the center of his blob like head. "Upgrade!" he said.

Upgrade is a Galvanic Mechomorph. created by the Galvans from Galvan Prime's moon, Galvan B. Originally an uninhabited moon, Galvan scientists were mining the resource-rich world for its raw materials, but accidentally misused an experimental self-replicating nanotechnology, which bonded with Galvan B's minerals and imbued the fertile ground with sentient consciousness. Because of their make up, Galvanic Mechomorphs can reshape their bodies at will, the ability ranging from evading physical contact to forming simple constructs and offshoots. The Galvan Mechomorphs' primary ability is to merge with any technological object, advancing it and usually in control of it if the machine has low artificial intelligence. The only weaknesses they have are electricity and any form of metal corrosive. Another downside is that a Galvanic Mechomorph cannot bond with pure organic life forms, thus Ben's transformation is incomplete in terms of his voice remaining the same, aside from the more computerized tone behind it.

Upgrade then walked up to her. She raised her hand up at him in anger but, he put his hand up to show her he meant no harm. "Wow, wow." he said, "I'm not here to fight I'm here to try and make peace." he said putting his oversized hands up in a V shaped peace sign. She only put her hands up to his face making his one eye bug out and look bigger. "Wow I said I'm here to fight anymore." he said waving his hand. She put them down slowly seeing him panic. He then put his hands to the lock and his hands mixed with them making it open up, and fall down with a loud clank. He then reverted back to his normal appearance of Ben in a flash of light that shocked her. "Now look I'm sorry for attacking you. My name is Ben Tennyson." he said as she was massaging her wrists. "I was hopping we cou-" he said cut off after she pulled Ben into a kiss making the boy blush bright red, she then pushed him away after a minute.

"If you wish to keep your life then don't follow me." she warned in English shocking Ben.

"Ah…" he said still in shock as she then flew away.

"Well girl sure knows how to make an impression." the man said as he watched.

"I'll say." Ben said as he got up and dusted him self off. "Any way my name is Ben and again thanks for the help." he said going up to him. "What happened to that girl with the cloak?"

"Don't know later." he said.

"Hey wait how did you do that are you part Alien?" Ben asked trying to get to know the guy who saved him earlier.

"No." he said as he walked of Ben then followed.

"Hey hold on you want to hang-" he started but then ran into him with a metallic clank.

He then pulled down his hood to show his face the right side of his face was blue with circuits and his right cheek bone was covered with metal under his red eye and he had metal on his chin. The rest of his head looked more or less normal. "There take a good long look. I had an accident and now I'm a monster a cyborg." he said annoyed.

"Cool." Ben said in a child like tone. "So your like this awesome but kicking cyborg guy."

"You're a weird dude you know that?" he said sarcastically.

"Yeah I know." Ben said as he scratched the back of his head.

"So this doesn't bother you?" he asked him.

"No not really I'm a freaky monster most of the time any way." he joked. "Come with the job of being able to turn into over a million aliens." he said.

"A million aliens?" he said as he looked at his left arm.

"Yeah I can use my watch here to turn into any of the Aliens I've unlocked." he said. "Its really cool. Plus you seem more normal than other people I've met."

It was then that the two noticed a large shadow over them blocking out the moon light, making it even darker.

"Oh man!" Ben said as he slapped his forehead. "If its not on thing its another."

"Looks like Alien chick has friends." the cyborg man said.

"Or enemies." Ben said.

The ship then flew over to a large lake with a small island and dropped a pod over it. It then made a hologram of one of the Lizard aliens only his helmet had larger horns. "People of Earth, we come to you planet hunting an escaped prisoner. A very dangerous prisoner. Do not interfere and we will leave you city with only minimal damage. But if you attempt to assist her you destruction will be absolute." he finished as his hologram vanished and the pod opened to show a large army of Lizard men like him, they all then flew out into the city, with there fin like wings.

"That's a big ship." Cyborg said.

"That's a lot of Aliens." Ben said more serious.

"They told us not to interfere." the girl in the hood said coming out of no where making Ben freak out and jump into the Cyborg man's arms. He then dropped Ben down.

"Your still going after her aren't you?" Ben's new Cyborg friend asked.

"Yup but I could use some one who is big strong and know his way around computers." he said looking at the Cyborg who grinned. "And I suppose a girl who know her way around magic." he joked at the girl who also smirked as Ben and The Cyborg started to walk away. "What's wrong?" he asked.

"I'm not the hero type. Trust me if you knew what I really am you wouldn't want me around." she said as she turned the other way.

Ben then put his hand on her shoulder. "Lets see you helped me you seem nice I think I know enough." he smirked. "I'm Ben." he said.

"Raven." she replied.

"Just call me Cyborg." Cyborg said.

The Lizard Aliens where scouring the city messing up buildings and blowing up stuff in there way unaware of Ben and his new friends. Lurking around searching for the same person. The new trio where looking in a ally to see if they could find her.

"Okay we need some way to track…" Ben started.

"She's near." Raven said. Earning strange stares from the two. Making a bead of sweat appear on her head. "I can sense tings."

"There's a sonic analyzer built into my arm, if she's around I'll hear it." Cyborg said showing his arm that was made of white metal with the same blue circuits. He then pressed a button on it making it open up slightly, "I can hear her heart beet." he said as it showed the beet on a screen on his arm. They then ran off in the right direction.

After that short run they found themselves at a video store with a hole burned into it. Sure enough she was inside and at the food section of the store, with a hungry look on her face. She licked her lips looking at the food. She then started to scarf down the food.

"You know they taste better with out the wrapper." Ben said behind her. She then turned around and charged two green energy spheres in her hands. "Wow its okay where friends remember." he said as him and his new friends where freaked out.

"Friend? Why for what purpose did you free me?" she asked as she walked up closer to them.

"Just trying to be nice." he said, scarred a little.

"Nice?" she asked him. "We do not have this word on my planet. Closest is Rutha, weak." she said glaring at them.

"Well here nice means nice and if you want us to keep being nice you better tell us why the lizard king took you prisoner." Cyborg said to her.

"Not prisoner." she said as her eyes faded to normal with her white having a green tint. "I am prize. The Gordanians, deliver me to the citadel to live out my days as there servant." she explained as she looked down.

"And the citadel is?" Raven asked.

"Not nice." she answered looking back up.

"Then you won't, not while I'm here." Ben said. "I'm a member of the intergalactic peace force the Plumbers dumb name but I can't change that. I'm Ben Tennyson hero of the universe the one who beat Vilgax, and stopped the Highbreed." he explained pride in his words.

"Ben Tennyson?" she asked as is she knew his name. "The Ben Tennyson."

"Is there any other?" he joked.

"You seem confident." Cyborg said.

It was then the wall exploded and several Lizard Aliens were seen outside. "Seize her!" there leader said, as the four got ready to go and attack.

"Hero time!" Ben shouted as he slammed his Ultimatrix. In a flash of light Ben was transformed into a large Dinosaur Alien the resembled a Brontosaurus, with brown scaly skin he had a square face and a tail swishing behind him. "Humungousaur!" he roared.

Humungousaur is a Vaxasaurian from the planet Terradino. Humungousaur is a 12 feet tall humanoid Dinosaur-like alien, and Ben's current favorite alien; he possesses a great strength and a thick layer of skin that provides vast resistance to injury; he also has the power to increase his own body size and mass growing up to 60 feet in height, his strength increases as he grows, and his dinosaur features become more pronounced, growing Stegosaurus-like plates on his back, a crest from his forehead, and spikes on his tail; Humungousaur also has proven to be durable enough to survive in space for at least a few minutes.

"Wow." Raven said as Humungousaur smashed at the Lizard men.

"A Vaxasaurian impossible." one of them said only to have a metal fist meet his face.

"Hah!" The Cyborg man said as he punched his way through them all. The Alien girl did the same while the girl in a cloak fire out black energy at them making them all fly back. The wall exploded as the Alien girl flew out with some of the lizard Aliens following her. She fired her energy blasts at them making them all fall but one got the drop on her and slammed her into the ground making a small crater.

He then landed above her with his spear pointed at her. But he was hit by one of his team mates courtesy of Humungousaur. She smirked at the Dino-Alien, as he punched out more of the Aliens. She then fired at one who tried to sneak up on Humungousaur, while Cyborg was busy with one who he was grappling with.

He was then tripped by the lizards tail, and fell back he was then fired out but dodged several of them until he was bombarded by an endless stream of them. His close where now torn and revealed, his robotic armor. He then punched one breaking through his spear and he then tossed him into a group of them. He was fired at by more shots until Humungousaur got in-between him and the shots, his size growing to its max as spikes and more armor appeared on his body. He then roared at them.

"Come on that all you got?" he asked, as he pulled out a street light and slammed it into a group of them. Making them all fall. Then others where all blasted by energy blasts or knocked out by a controlled street light by either Humungousaur or Raven. They all got tired of it and made a break for it.

"I believe you expression is thanks." the Alien girl said as Humungousaur flashed back to Ben.

"Ah man my suit." Cyborg said as he looked at the tattered close.

"Its not that bad." Ben said.

"Thanks but I don't think a guy that turns into Alien monsters can give me fashion advice." Cyborg said.

"Hey just trying to help." Ben replied. "But either way this isn't over not by a long shot."

"Trogon will strike harder." the alien girl said. "It is only a matter of time…" she started but the large Hologram came back.

"Fools! The Earth scum where warned. Your insolence will not be unpunished. Your city will be destroyed!" he said as his ship flew over the city. It then lowered a large gun, at the town.

"Great." Raven said.

"So know after destroying the most of down town and a perfectly good video store now the large Gecko want to blow us to kingdom come!" Ben shouted.

"Go team." Cyborg said dryly.

"All the fault is yours." The Alien girl shouted at Ben. "I commanded you leave me alone but you insisted on the being nice!" she shouted at him.

"My fault, Woah , first off you land in my home town, then you wreck stuff then you blow stuff up. Attack me, you blast me, you kiss me. Yet you fail to mention they have a Particle cannon they could use to kill us with!" he shouted back at her with red electricity shooting from there eyes. All there bickering eventually getting on Raven's nerves.

"QUITE!" she shouted getting the two to stop and Cyborg to watch in shock. "Hi." she said nervously.

"Look where not going to solve anything by fighting each other. We need to work together to solve this." Ben said, as they all nodded in a agreement.

Aboard the Ship the Aliens all where walking back and forth, getting things ready but they failed to notice a black dome of energy appear inside and inside it was the fore teen heroes. "No offense Raven but that dark energy send shivers down my spine." Ben said as he shivered.

They all then walked down the hall to there destination, but Raven stood there. "Hey what's wrong?" Cyborg asked.

"Just feel out of place here." she said depressed.

"Hey I'm half metal, he can become any Alien alive probably, and she's from outer space." he listed the other and him self. "You fit in just fine." he said putting a hand on her shoulder to reassure her.

Ben an the Alien girl were rounding a corner. "I bring you apo- apology." she said.

"Don't worry about it, I'm sorry about yelling too." Ben said with a smile.

"And again you are nice. On my world only my Kanorfka has shown me such kindness." she said.

"Well not like I know what that is but here on earth it's a normal thing to do and its just well the nice thing to do; be nice to others." Ben replied. She then blushed at Ben.

"Hey guys we got company." Cyborg said as several of the Gordanians appeared behind them.

At that moment The cannon was charging up. "Lord Trogon the cannon is ready." on of the soldiers in the control room said. As the chair turned to show the leader.

"Then start the firing sequence." he ordered. As the count down started. "Soon the earth will learn it will take more than four juvenile heroes to stop me even if one is the great Ben 10." he said as he stood up. The door then exploded as Humungousaur, Cyborg and Raven along with the Alien girl stood there.

"Wrong my friend where a team." Humungousaur said as he got in a tackle ready pose. Trogon roared at the same time as Humungousaur and the two fractions charged at one another. Cyborg took out several of them, by making a shock wave by slamming the floor. Raven pushed them all back with her magic and The Alien girl hit them sending them all flying back. Mean while Humungousaur and Trogon traded blows with there dead even strength. He hit Trogon in the face making him stumble back he then turned around so as to slam his tail into his face making him fall back, he then smashed one more punch to his face making him hit the control consol.

"Impressive for a simple Vaxasaurian." he said as he punched him back, he then jumped up and kicked him, and then slapped him with his tail making him stumble. He then Punched Humungousaur making him fall back again, he then continued to pound Humungasaur making him stumble back with each hit. "Nice try Ben 10." he said as he punched him one more time making him fly into a wall over the Alien Girls head. Humungousaur then slumped down the wall.

"Ben!" she shouted as she got mad. She then flew up and punched him with her glowing fist making him stumble back again. He then turned around to see Cyborg who punched him making him stumble back. Cyborg and the Alien girl then delivered a double punch to his face followed by a double uppercut to his face.

"Insolent pest!" he roared as he punched the two out, he then slammed Cyborg into a wall followed by The Alien girl. He then turned to see Raven. He then attacked her as she used her power to make a shield of energy but he kept hitting it till it started to crack. As he tried one more punch his fist was caught by Humungasaur.

"You shouldn't hit girls Gecko-boy!" he said as he punched him in the face making him stumble back. He continued to punch him making him stumble back with every hit. He then delivered a powerful uppercut to him that sent him flying into his own chair. "That's for hurting my friends." he said. "You okay Raven?" he asked as he helped Cyborg up.

"Fine thank you." she said to Humungousaur.

"Don-t…" he started but was grabbed in a head lock while more troops flooded in. Trogon then held him in a head lock while the others fought the others soldiers.

"Your time has come Ben 10." he said as he choked him.

"I have one option left but Azmuth said I would end up resting my transformations roster I'll get stuck with a whole new set of heroes." he thought to himself. "Guess I got no choice!" he figured, as he elbowed Trogon then he head butted him making him stumble back.

"I was hopping I wouldn't have to use this but looks like I'm out of options." he said, as he twisted his Ultimatrix, he then slammed it making four prongs pop out making it look like an X. A green wave of energy then surged through his body, making him change, his skin turned green with a black shell on his chest and back, with gray horns on his head, arms, chest and back; with a spiked black mace on his tail, he has gray armor over his fingers excluding his thumb, he now had a black helmet around his head. "Ultimate Humungousaur!" he said with a roar that caught everyone's attention.

"What is this?" Trogon asked.

"Woah!" Cyborg said as the girl nodded in attention.

"I hope your ready Gecko-boy." Ultimate Humungousaur said as he punched him square in the face making him fly into the wall. As he got up Humungousaur reformed his hands into Bio-Gatling, he then fired bone fragments at him each shot exploding on impact making him fly back again a smocking mess. And as he got up he looked up to see a mace ended tail coming at his face knocking him out. "Strike thee your out!" he said. As he flashed back to normal.

"Ultimatrix will now reset please wait 12 hours." his watch said.

"Oh man!" Ben said. Trogon seemed to stir a little, "Dang it." he cried as the ship shook.

"Aw man the ship is unstable." Cyborg said.

"Then I will take you all out now." Trogon said, as he charged at them knocking them all down. "Now I will kill Ben 10 and steal his Ultimatrix." he said as they all hit the ground. As they got up Ben noticed Cyborg's arm change a little.

"Hey Cyborg think you can turn that into a weapon. Cause I'm all out of juice in my watch." Ben said as he gripped his side.

"I can try but it will take a whole lot of rewiring." he said.

"No matter what you planning it wont work." Trogon said, as his claws grew out.

"Leave my friends alone!" Raven said angry. "Azarath Metrion Zinthos" she chanted as a burst of dark energy enveloped the ship.

The whole thing then fell into the water with the whole roof gone. Everyone was on the ground in pain.

"Raven next time worn us when your going to blow stuff up like that." Ben gripped as he pulled him self up on a computer.

"Sorry." she said as she was helped up by the Alien girl.

"RAGH!" Trogon roared behind Ben but was then shot by a blue blast of energy. And fell down out cold. Everyone saw Cyborg with his right arm now in the form of a cannon.

"I'm only goanna say this once. Booyah!" he said with excitement.

"I like it." Ben said as he got up. He then kicked Trogon and then went over to the others.

After the whole thing Ben called in the Plumbers to pick up there sorry butts the sun was just about to rise.

"A few minutes ago we saved the town. And now its all over." Ben said, "I know what I'm doing now hitting Mr. Smoothies." he said putting his hand in the air. "Want to come?" he asked his new friends, of Cyborg and Raven.

"Sure thing." Cyborg said.

"Why not." Raven replied.

"Hey where's Alien girl?" Ben asked. They then noticed her walk in behind them with a new outfit. It looked the same as her previous outfit only with out the purple suit underneath, now her shirt, skirt and boots where bright purple. She wore arm bands up to her elbow and her head band was now gone showing two red marks on her forehead.

"Do I look nice?" she asked them.

"Sure." Ben said. "You know we don't even know your name." he said.

"In you language it would be Star Fire." she said.

"Well then welcome to earth Starfire." Ben said.

"Thank you and I would like to asked permission to stay here?" she asked nervously.

"No problem." a new voice said they all turned around to see an elderly man dressed in a jeans with a Hawaiian shirt, he had short military cut gray hair.

"Grandpa!" Ben said.

"Grandpa?" Cyborg asked.

"Hey Ben so a Tamaranian an Cyborg and a another Sorceress." he said looking them all over. "You sure know how to pick a team don't you." he said.

"Thanks Grandpa." Ben chuckled as he scratched the back of his head.

"So as I was saying Ms. Starfire you can stay here on earth your actions have made up for the property damage. And The Plumbers would also like to Invite you all to join our ranks." he said.

"Huh go back to doing nothing all the time or become a space Plumber." Cyborg said pondering. "I'll take the Plumber job."

"Sure why not." Raven said.

"Thank you sir." Starfire bowed.

"Well then looks like this new team is set." he chuckled.

"New team?" Ben asked confused.

"Well Kevin and Gwen will be gone for a while longer so and you need a team and you four work together just fine." he explained. "So all of you will take care of Earth together." he said as he gave them all Plumber badges. "I already got your first job too." he said with a wink.

They all looked at one another. "So now where a team." Ben said looking at them.

"Looks like it." Cyborg said.

"Yup." Raven said.

"Well looks like I couldn't ask for a better group of friends." Ben said earning a smile from everyone.