Disclaimer: I do not own Ben 10 or Queen's Blade. Ben 10 is owned by Cartoon Network while Queen's Blade belongs to hobbyJAPAN. This story is for entertainment purposes only and not for profit. Anyone who denies that will get their butt kicked by Rath.

Prologue: Hero No More

Benjamin Kirby Tennyson was not having a good day. First an atomic wedgie, followed by a pop quiz in History. Lunch was Mystery Meat Monday, and perhaps what he actually considered to be the only good highlight of the day, stopping a bank robbery as Four Arms after school.

However, just when he thought things were getting better, Eon appeared.

What Eon did baffled the eleven-year-old. Instead of fighting him, his time traveling adversary opened up a portal of some kind and quickly shoved the young hero inside without a word. When he entered it, he immediately passed out from some powerful, unseen force pushing against his entire body. He didn't know how much time passed, but he awoke upon landing hard on top of the Omnitrix, the alien device that allowed him to turn into different aliens, with his face.

"Oww… Pain…" Ben whimpered as he rolled onto his back and rubbed his forehead, specifically where it collided with the Omnitrix. His head repeatedly pulsed in pain, as if his head was used as a hammer multiple times.

"Initiating reset sequence…" a computerized voice announced.

The pain distracted Ben enough to not hear the announcement nor the triangular green hourglass of the Omnitrix turning into a deep blue.

When he finally opened his green eyes, he noticed that he was laying in a mountainous area, with almost no vegetation present at all. However, what he did see surprised him.

A blonde girl with two long braids of hair was fighting a girl who was wearing pink with what appeared to be rabbit ears coming from the top of her head. The blonde was swinging a sword with amateurish proficiency, however the other girl made no effort at all to avoid the weapon. The tip of the sword cut through the rabbit-eared woman's body with great ease, as if she was made of butter. The blonde gasped upon seeing her opponent laugh haughtily as her wounds healed at an extremely fast pace.

"You can't kill me with such weapons," the rabbit girl boasted before holding up her arm, which transformed into a translucent pink blade. She swung the blade at the blonde several times, who attempted to evade, only enough to only get multiple cuts on various areas of her body, mainly on the exposed areas of her legs and face.

That was enough for the young spectator to identify who was the villain. He held up his arm that brandished the Omnitrix and looked at the raised green screen that showed the silhouette of the different aliens he could turn into.

"I think this is a job for Heatblast!" Ben said as he slammed his hand down upon the raised cylinder, pushing it back into the device.

Within a flash of green light, stood a small pudgy green creature that vaguely resembled a rodent, and not a taller being who with a flaming head.

"Aw man! Upchuck?!" the transformed Ben cried out in annoyance. "Well, at least it isn't Grey Matter."

The alien looked around and smiled slightly as he saw several large boulders laying near him. He opened his mouth, causing four long adhesive tongues to stretch out like a frog's. The flexible appendages wrapped around one of the boulders and began to retract, dragging the giant rock along.

Upchuck's mouth stretched to accommodate the inanimate object before swallowing it. The alien's eyes widened slightly as his taste buds lit up in enjoyment.

"Wow… that was actually delicious," he commented before his pot belly grew in size, meanwhile glowing from within.

Taking a deep breath, the Gourmand regurgitated a glowing green projectile, launching it towards the rabbit-eared girl while belching loudly.

The two combatants, who were unaware of the spectator, were stupefied from the blech before one of them was caught in a small explosion, becoming shrouded within a cloud of dust.

Leina Vance, the blonde, was dumbfounded at what just happened. She only wore only a silver breastplate in which her breasts threatened to spill out, and a gauntlet that covered the majority of her left arm, stopping a bit above the elbow. Her right arm was covered in many brown belts while grasping the sword that she used. Her bottoms were only of a black thong with a red and blue decorative cloth hanging in the front from the bottom of the breastplate. Completing the outfit were the metal boots that covered her legs, only stopping mid-thigh. To an adult, she was very alluring, especially with her attire, but no such thoughts came through Upchuck's mind.

A pudgy creature ran as fast as he could towards Leina. The woman had never seen such a creature before, even considering it to be somewhat cute.

"Hey, are you okay there, lady?" it asked upon stopping.

The Vance heir was taken back by what she heard.

"What in the name of the Gods are you?" she asked.

"The name is Upchuck. I'm just your everyday superhero," the creature announced smugly with a smirk. "I saw you being attacked by that weird rabbit-eared girl, so I decided to save you."

Leina blinked in confusion at what it said. However before she got the chance to speak up, two sprays of white acid came out of the dust cloud, one towards her with the other aimed for the pudgy Upchuck. Leina crouched to evade while the creature ran as fast as possible, only narrowly missing the stream.

"I have never seen a demon such as yourself," Melona spoke to Upchuck as she walked out of the makeshift smokescreen. "But still, both of you are naive, letting your guards down like that."

Leina gritted her teeth while raising her sword while Upchuck turned towards an outcrop of stone. Melona watched closely as the mysterious creature opened its mouth to launch four tongues towards the protruding stones, each one wrapping around one before pulling it into its mouth. However, she immediately turned her right hand into a sword to parry Leina's attack.

"What did you say about letting one's guard down, monster?" the blonde remarked.

Melona's eyes narrowed while gritting her teeth in fury.

"How dare you call me a monster, you lowly little-" she screamed before three small projectiles interrupted her , exploding upon colliding with her body. A black smoke cloud was formed from the fourth projectile.

"Bull's-eye!" Upchuck cried out proudly as he smirked. "Exploding barf always works!"

Leina involuntarily grimaced upon hearing the pudgy being's comment.

"I can't believe there's a demon that's so disgusting, but deceptively dangerous," Melona's voice said as the smoke cleared.

What Upchuck saw shocked him.

The entire right side of her head was missing completely, while her left arm was missing from the shoulder down. But what the alien hero couldn't help but look at was the large gaping hole in her upper torso. He couldn't grasp what he was seeing. He didn't mean to cause such injuries, but he also never expected the pink girl to not only survive, but act like it was nothing to have such normally lethal wounds.

Melona smirked the best as she could as her body began to turn into a pile of pink slime.

"I think I should be on my way, this is quite an interesting development… She would definitely will be interested in this," she said before finishing her transformation.

"Yeah, you better run!" Upchuck taunted before the Omnitrix began to flash red several times, signaling the time out.

"I won't let you leave with your life!" Leina cried out before swinging her sword one last time.

The tip of the blade connected with the rock as the slime launched itself into the air, momentarily brushing against the Omnitrix, in which the hourglass turned yellow for a moment.

Leina watched the slime retreat into a crevice before noticing a flash of green light from the corner of her eye. She turned to see a young boy wearing unusual clothing standing in the place of the pudgy creature called Upchuck.

"What are you doing here, young boy?" she asked. "Have you seen a peculiar demon that called himself Upchuck?"

Ben frowned a bit at Leina calling Upchuck a demon.

"Hey, not cool! I was Upchuck just a moment ago!" he said in annoyance.

Leina's eyes widened at this. Her mind jumped to a conclusion based on what he just mentioned.

"Prepare yourself demon. You will not defeat me so easily," she warned while holding her sword up again.

"Hey, can't we just talk about this?" Ben asked in fear while reaching for the Omnitrix, trying to get it to activate again. However, the stupid watch had other ideas.

His answer came in the form of the sword being swung at him.

Left with little choice, the young hero was forced to run for his life, chased by the tired blonde. Leina swung at Ben several times before her fatigue took its toll on her body. She began to slow down while panting heavily.

"Who…was that… boy?" she asked in between gasps as she came to a stop. Her eyes focused on the brunette as he kept on running without taking a moment to look over his shoulder.

Three days passed, and Ben was beyond his limits at this point.

He was wandering in a forest, his stomach growling loudly in protest while his throat felt like sandpaper. He had very little sleep, due to having to keep a careful eye out for any animals. His encounter with a bizarre tentacle monster taught him that. Worst of all, he just narrowly escaped an angry mob who attempted to kill him.

His t-shirt was covered in stains of different types and full of holes of various sizes, barely holding on. His pants were in a similar state, but managed to keep him decent.

"Why do they hate me so much?" he asked himself weakly.

He looked down at his left arm, which had a long red line across his forearm, blood oozing out of the fresh wound slowly, some dripping onto the side of the Omnitrix. It wasn't deep enough to be life threatening, but it did add further stress to the already exhausted child.

The wound came from the man he rescued from a pack of wolves as Wildmutt, but when he approached him, the Omnitrix timed out, scaring the man as he repeatedly cried out "demon" hysterically. He pulled out a knife and tackled Ben to the ground. The man swung the knife, cutting into his savior's arm as it was raised to shield himself from the weapon.

When some villagers came, they pried the man off him. However, when he said that the boy was a shape-shifting demon, everything went bad really fast.

The cut on his arm was not the only wound that was inflicted upon him. Ben attempted to be the hero for the past few days, but no matter what, the same thing happened to him. People saw him as a monster, or rather, a demon and not a hero as he hoped. Bruises covered his chest from a beating after thwarting a caravan robbery by bandits, a black eye from a rock thrown by a child the same age as himself that he saved from a mugging,

When he entered a village as just himself, and asked for food and water, the merchants just ignored him, seeing him as only a homeless beggar. He was forced to flee after transforming into Four Arms to apprehend a thief.

He knew that he was in an unfamiliar place, as he was mortified to learn that there was no television, cars, video games, and the one thing that shook him to the core, no Sumo Slammers.

Ben's eyesight began to blur as the fatigue began to overtake his weakened body. He slumped to his knees while trying hard to remain awake.

"Grandpa… Gwen… somebody… help!" he cried out before he collapsed to the ground, slipping into unconsciousness.

The last thing he could make out was the sound of footsteps coming towards him before succumbing to his fatigue.

Airi sighed as the last man fell to her scythe, joining the collection of corpses that littered the ground.

"To think that humans are capable of such malice towards a young child," she said in a calm manner, even though her face showed her disgust towards the mob she had just slain.

The wraith who was dressed in a French maid outfit was sent to expand her mistress' domain by transforming forests into swamps. She stopped when she saw a young brown-haired boy no older than eleven running from a group of men who were brandishing swords and other weapons.

"I was saving him! Why don't you believe me!?" he had cried out as he looked over his shoulder.

Although she often killed people on orders, Airi was not one who enjoyed the act. She would prefer to avoid taking a life if it wasn't necessary. This was not carried over to when she needed to feed. Whenever it came to her draining the life energy of another, she enjoyed it greatly, especially when it is from a young maiden. The mouth was the easiest method of extracting one's life energy, especially through a kiss. It was through this action that she earned her title as the Infernal Temptress.

She then remembered Melona reporting of an unusual and powerful demon who could take on the form of a young child with green eyes and brown hair. He also was said to wear clothing that was of an unusual style not found anywhere on Gainos.

The boy who was fleeing for his life matched the description perfectly. The Infernal Temptress had orders from her mistress to secure him as soon as possible, by any means necessary. They were secondary, but she was told to act upon them immediately should she encounter him.

Airi had made swift work of the bloodthirsty mob without alerting the boy. She would've let them live if she was certain that they weren't so determined to kill the boy. That and the fact that the supposed demon was obviously at his limits.

Once she knew that all the men were dead, she began to walk in the direction of where the boy ran. She knew that he couldn't have gotten very far in his current state. It was not imperative to have the boy be alive, as her mistress was a highly skilled necromancer, therefore she could just simply resurrect him.

However, Airi concluded that it would be better to bring him in alive, should he be a child. Then perhaps she could raise him, mold him to be of use for her mistress as he matured. The Swamp Witch usually considered little use for children, but Melona's report sparked her interest.

She walked for several minutes before she caught up to the boy, who she saw slump to his knees, followed by him call out for his grandfather and some person named Gwen, then collapsing soon after.

Airi slowly walked towards him, being cautious should any of the people he called out to were nearby. When she felt certain that there was no one else around, she picked up speed and knelt beside the boy before gently rolling him onto his back.

She was taken aback by the bruises and wounds that covered his body, with the most concerning be the cut on his arm. She knew that even impoverished war orphans were in much better shape than the boy was.

The wraith grasped her skirt before tearing off a long strip of fabric from it. She then began to wrap it around the boy's arm, using it as a makeshift bandage. As she tended to him, the torn portion of her skirt began to restore itself, generating new fabric to replace the missing amount.

Once she finished, the maid carefully picked the boy up and carried him in her arms, taking him to a safer place should more people come after him.

Ben awoke to the sound of fire. He groaned slightly as he came around. He slowly opened his eyes and noticed the starry night sky. It took him a moment to recall what happened earlier, causing him to immediately scramble to his feet and look around.

"You can relax, you are not in any danger, young man," a voice said from behind him.

Ben turned around to see a girl with red hair tied up in twin tails and wearing a maid outfit sitting against a tree. The light of the fire illuminated her blue-green eyes, which showed no ill will towards him.

"Uhh, who are you?" Ben asked. "And why are you dressed like that?"

Airi smiled softly and shook her head a little.

"My name is Airi, and I wear this because this is in relation to my profession," she replied in a dignified manner.

"Your what?" Ben asked, confused by what she said.

"Never mind, may I ask who you are?" Airi inquired after releasing a soft sigh.

"Ben Tennyson," Ben replied as he sat down once again before his stomach growled again. "Umm, do you have any food?"

Airi nodded and pointed to the campfire, in which there were four cooked fish propped up nearby it.

"I figured you will be hungry, Ben. We are also near a river if you require a drink."

Ben's eyes lit up in joy as a large grin formed on his face.

"You know, you're actually the first person who's actually been nice to me since I wound up here," he admitted .

Airi's eyes widened in surprise at what she just heard. She was feared and despised by many as the Infernal Temptress, the most devout servant of the infamous Swamp Witch, who even most demons were wary towards. She was used to the negative feelings that came with her nefarious reputation, having to experience it on a constant basis.

Never in her dreams she would be called "nice" by anyone. Either this child was naive, or he was not native to the continent, coming from a distant land that was beyond even Hinomoto. Somewhere where tales of her mistress' villainy haven't yet reached.

"Helloo~. Anyone home?" Ben asked while waving a hand in front of Airi's face.

The wraith's train of thought stopped as she came back to her senses.

"Oh, sorry, I… don't hear anyone saying that about me much," she explained calmly.

"Can't blame ya there, I don't get these people," Ben said before going into a small rant. "I mean, I help people out, save their lives, and all I get in return is them calling me a 'demon' while they try to kill me! How stupid can these people be?!"

Airi closed her eyes and smiled slightly. She could actually relate to the brunette's frustrations slightly. He was alone, and obviously troubled by how others were treating him, as if this never happened to him before.

"I mean, you don't even have Sumo Slammers here for crying out loud!" Ben continued. "I can deal being without TV for a while, but no video games?! What's up with this place?!"

The twin-tailed girl blinked in confusion as she listened to the child as he spoke of things that she was completely clueless about. However when she gave a quick glance to the fire, she opened her mouth to speak.

"Umm. I don't mean to interrupt you Ben, but I think you should start eating before the fish get burnt," she said while pointing to the skewered fish.

Ben panicked and grabbed one of the now smoking fish hastily, only to yelp in pain, retracting his hand from the searing heat that radiated from the flames. The wraith smiled in amusement as Ben repeatedly attempted to grab the fish, only for the heat to foil him every time. She took notice of the Omnitrix as the hourglass emblem within the center of it turning from a rich scarlet to a light green.

"Excuse me, but what is that armband you are wearing?" she inquired out of curiosity. "I have never seen such a thing before."

Ben stopped to look at the Omnitrix before raising his arm to show the device off.

"This is the Omnitrix, and with it, I can become a superhero," he boasted as a proud smile formed on his face.

"Superhero? I never heard of that term before," Airi said while raising an eyebrow.

Ben's face faltered significantly upon hearing that. "Are you kidding me?" he asked in disbelief. "Are you saying you've never heard that word before?!"

"I am not," the wraith replied bluntly.

Ben groaned and placed a hand against his face. "I can't believe this is happening," he muttered incredulously.

Hello everyone, and thank you for taking the time to check out this story. This was done in response to a challenge issued by fellow author, Bigby the Big Bad Wolf, and when I saw it, I just had to jump at the opportunity as soon as I could.

I know for those who've read a lot of the Queen's Blade fanfics are aware of the general "outline" for most plots, which involves a male protagonist being sent into the QB universe through some supernatural means, save the world and later down the road, a harem is formed.

As for Ben 10 Crossovers, most of them involve Ben being a teenager. It's understandable, as it's much easier to work with Ben that way, especially for ones with romance involved. That and he has more aliens to choose from.

Well, I am one who likes going against the norm. It's fun and challenging to do things people don't tend to expect in fanfiction. I know some of you may have read my other works, like Kamen Sentai Rideranger or the Incursio Votum series, may have a better understanding of what I am talking about.

Before I continue, I want to point out that some of the ideas I've used, like having Ben be younger, came from a suggestion by Pyromania101, and I would like to thank him for that and for his assistance as a beta. I wouldn't have gotten this far so soon without his contribution. Also, I'd like to thank Bigby for allowing me to take on this challenge.

First off, there is going to be no romance in this story. That also means no harem. However, in keeping in spirit of Queen's Blade, expect some Yuri (Lesbian) scenes in the future and some fan service, but no lemons.

Then there's the Omnitrix resetting. Even though I'm having Ben be eleven years old, don't expect me to use aliens that appear in Omniverse like Feedback. I'm only going to use ones who wouldn't be seen as overpowered, like Upchuck.

As for the plot, my lips are sealed on that. But I will tell you that the story is set during the original Queen's Blade storyline, before Rebellion. That and just expect a lot of fight scenes and chaos that only Ben can create.

As for updates, I wouldn't advise you to have high expectations for me doing it on a scheduled basis. As with many other Authors here, I too suffer from what is known as Real Life… That and juggling between seven other stories I'm currently working on, I got a lot on my plate. I don't think I've bitten off more than I can chew, so I'll try to update this on a monthly basis.

Well, I could keep blabbering on for a while, but I think now's a good point to stop for now.

If you have the time, please leave a review with some feedback, suggestions or constructive criticism that you may have. Anonymous reviews are acceptable, just please give a name that I can identify you by when I give credit for any ideas. Flames shall be ignored, or deleted.