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"Darn it, darn it, darn it..." Ben muttered to himself, creeping from hall to hall within the vast spaceship.

It was the usual story, bounty hunters hired to get the Omnitrix from him. Fortunately they didn't seem to be working for Vilgax; not quite so fortunately, they weren't as stupid as the ones he was used to. They had apparently cloaked their ship and waited overhead until he was apart from Gwen and Grandpa Max, then abducted him. That was bad enough, but... he glanced down at his wrist, at the pale patch of skin where the Omnitrix used to be. He HAD to get it back!

Footsteps caught his attention. He immediately froze and pressed himself against the wall, keeping as much of him out of sight as he could. He peeked out just enough to see one of the bounty hunters stride past. Its purple eyes glanced around suspiciously, its face tentacles writhed in irritation and its tail banged on the floor. They must have realised he escaped and were on alert. Thankfully it didn't notice him and kept walking down the hall.

Ben let out the breath he hadn't realised he was holding and hurried down the corridor. He tried to make a mental map of the ship as he moved, but the purple and blue halls were all identical. He stopped at one of the doors, pausing to ensure no sounds were coming from it, and peered inside. Judging from the fancy-looking equipment and machinery, it was some sort of lab. And in one of the machines, being poked and prodded by several mechanical arms was...

...the Omnitrix!

Ben's face lit up and he fought the urge to cheer, settling for a quiet "Yes!" and a fist pump. He ran over and grabbed at his beloved watch, but the various metal appendages clutching to the device refused to let go. He grit his teeth and with one mighty pull finally wrenched the Omnitrix free, pulling several of the arms from the machine with it.

Immediately a siren filled the hallways of the spaceship. Ben gulped; no doubt they knew he was here. But that didn't matter. He didn't know what they were doing with his watch, but he finally had it back! He wasted no time and tossed the Omnitrix onto his wrist. The black straps automatically wrapped around his arm, merging together as the watch-face rose and glowed green with a familiar beep. Ben grinned. He was back in business!

He quickly turned the watch face, seeing the familiar silhouettes forming and showing him his choices. Four-Arms, Diamondhead, XLR8, Stinkfly, Wildmutt... he frowned. He couldn't find Cannonbolt or Wildvine, or indeed any of his more recent aliens. Oh crud... he was back to his original ten again!

Unseen speakers blaring inhuman voices in a language he didn't understand snapped him from his train of thought. No time to worry about that now, they were coming for him. He turned the watch the familiar shape of Heatblast and smirked.

"Alright, it's hero time!" he announced to no one in particular and slammed the Omnitrix's face down, filling the lab with green light.

Ben opened his eyes. Something didn't feel right. He was taller, as was expected when he took on Heatblast's form, but something was... off. He looked down at himself. Instead of the red and yellow magma-like torso of Heatblast, his body was now a shiny blue colour, looking like it was carved out of crystal or... ice. That was a big enough shock on its own, but what really got him was the shape of his new body. Namely the noticeable curve of his chest and hips on his otherwise slender build, long legs extending down to the floor, ending in digitless feet that were forced onto their tips. The floor beneath his en pointe feet had frozen over slightly. He was nude yet featureless, much like Heatblast, but jagged and unpolished crystals grew over his chest and down to his pelvis, forming a rough approximation of a leotard.

Ben turned to the ship window, his reflection visible against the starry view. His face was thin and delicate, formed of the same smooth glass-like ice as the rest of his body. His almond-shaped eyes were a shining pink, and aside from his mouth they were the only facial features he had. He lacked a nose, ears, anything. A pale grey mist clouded around the back and side of his head, resembling hair.

The final confirmation that this was actually happening and wasn't some sort of stress-hallucination was the familiar black and white symbol sat on this alien's chest, just above his... er... bust.

"What... the... heck!?"

Ben's hands flew to his mouth at hearing his new feminine voice. What the hell was going on? He had picked Heatblast, he was sure of it! And yet now he was some sort of ice alien? A GIRL ice alien at that?

He sighed and prodded the dial on his chest. "Stupid Omnitrix. Guess even those aliens couldn't fix these dumb glitches."

He didn't get to considering it further as the pounding of footsteps on metal filled the halls. He looked at the door, those bounty hunters would be bursting through any second. Darn it, what was he going to do? With Heatblast, he might have been able to fight them off, or at least weld the door's shut, but this alien...

He gave his body another glance then looked back at the door.

"Here goes nothing..." he muttered before throwing his hands forward. A bright blue beam flew from his palms and in an instant the door was completely frozen over. The aliens that had captured him could be heard cursing in their native tongue and began banging against it.

"Nice!" Ben said with a wide grin. "Okay, that's bought me some time, now I just need to get out of here..."

His pink eyes ran over the room, and he found his key to escape; a large air vent near the top of the far wall, the cover hanging off to expose a gap just big enough for his current alien to fit through. Perfect! He quickly made his way over, but wobbled and stumbled, taking a few moments to get used to his unusual limbs. The heck kind of alien was this, walking on her toes all the time like some kind of ballerina? Regardless he reached the vent and glanced over his shoulder, seeing the dozen or so small ice puddles left on the ground where he had stepped. Great...

He shook his head, that wasn't important. He pulled himself up into the gap and crawled inside the vent. He moved quickly, seeing multiple grates leading to other rooms on the ship. He looked down into each one as he passed. More labs, no... the sleeping quarters, no... the escape pod bay, yes!

He placed his hand on the grate and pushed against it. To his surprise, the metal froze rapidly and simple shattered against his touch, letting him fall through and into the bay. Thankfully, none of the bounty hunters had thought to guard the area, so he hurried to one of the pods as quickly as his new form would let him. The pod must have sensed his approach, as the front part of it automatically folded back to allow him access.

"Finally, about time something worked out..." he grumbled to himself as he sat on one of the pods seats. A smooth voice began to speak to him... in the aliens' own language. He slapped his hand against his forehead

"Of course...!" Ben groaned, randomly pressing at the touchscreen in front of him. "Darn it, isn't there a way to get this in English? I just want to go to EARTH!"

At that moment, the pod instantly folded back over, sealing him in. The panel he had been tapping showed an image of the planet Earth, and the pod sprung alive. Through the pod's window, Ben saw the bay's doors slam open and his kidnappers pile in, but they were too late. He was launched from the ship, and blasted off straight back towards Earth. Ben could see the alien ship get smaller and smaller, until it was gone completely.

He sighed and flopped against his seat in a very unladylike manner, the emblem on his chest flashing red as an all-too-familiar beeping rang out. In a flash of red light, he was himself again.

He frowned and looked down at the Omnitrix, once again on his wrist. "Great. What's the problem with you now?"

* * * * *

"...and that's what happened."

Ben was sitting at a picnic table, recounting the tale of his escape to his cousin and grandfather. Both of them had been obviously sick with worry after his disappearance, but thankfully the escape pod returned him to the same campsite he had been kidnapped from. Grandpa Max hadn't even had time to contact the Plumbers and prepare a rescue.

The older man let out a heavy sigh, his arms folded. "Well... you're back home now, Ben, safe and sound." He gave a warm smile to his grandson, the relief obvious on his face.

Gwen meanwhile had her elbow on the table, propping her chin up with her palm, trying her best to look disinterested. She didn't want to admit how worried she was about her cousin, though she had kind of given the game away when her first action was to hug him tightly when he first stepped out of the pod.

"Yeah... but you said you when you used Heatblast, you had ice powers?" She asked, raising an eyebrow. "What, like when you had that cold?"

Ben blushed. He might've skipped over some of the details. "No, uh... not exactly. I ended up with a whole new alien, one I'd never seen before."

"A new alien?" Max asked, glancing at the Omnitrix, then at Ben's face. "Can you describe it?"

"Well..." Ben scratched the side of his head, trying to remember what he saw in his reflection. "She was blue and made of ice or crystal, kinda like Diamondhead, but smoother, and-"

"Wait," Gwen cut him off and a smile slowly spread on her face. "Did you just say 'she'?"

Ben froze and his cheeks slowly went a redder colour before he gave his cousin an angry glare. "I... so what if I did?"

But Gwen didn't acknowledge his look, instead grinning ear to ear. "Ben..." She sat up, fighting the urge to giggle. "...do you have a girl alien now?"

Ben swallowed nervously. This was exactly why he'd skipped over that part. "...yeah."

Immediately Gwen burst into laughter, clapping her hands together. "Oh my gosh, I knew it! I knew it was just a matter of time until you got a female alien!"

"It's not funny, Gwen!" Ben snapped back angrily, his cheeks burning in both temper and embarrassment.

"You said you got this alien when you tried to use Heatblast, right?" Max asked, trying to get back on subject and ignore his giggling grandaughter.

"Yeah, that's right." Ben looked down at the Omnitrix with a scowl. "Lousy watch must be glitching again."

"Maybe, but..." Max stroked his chin, eyeing the watch himself before looking back at his grandson. "...try changing into one of your other aliens."

"Huh? Alright..." Ben stood up from the bench and turned the Omnitrix's dial a few times before settling on the familiar silhouette of Upgrade. He slammed his palm down on the Omnitrix, and there was a flash of green light.

Ben slowly opened his eyes, seeing both his cousin and grandfather through the familiar green wash over his vision. Okay, so far so good... but then why were Max and Gwen looking at him like that? And why did he have to look... up them...

"Oh no..." Ben spoke in a high pitched electronic voice. Gwen collapsed into another fit of cackles. The corners of Max's mouth twitched, but he coughed and pretended he wasn't holding back a laugh of his own.

"O-okay, Ben, um... you might want to take a look at yourself," He said, gesturing to the Rust Bucket's mirror.

Peering into it, Ben's hands impulsively flew to his mouth in shock... or at least, where his mouth would have been. Just like Upgrade, he had become a mechanical alien; skin had become metal, nerves had become circuits, and so on. But that was where the similarities ended; this alien was more of a obvious robot than Upgade, their body made out of shiny white metal with black rubber coating the joints. Ben's new body was less voluptuous than the ice alien's, having a smaller and chubbier build that gave it a more child-like appearance, but it was still quite clearly female with wide hips, and a pair of curved metal protrusions from his head that Ben could swear were metallic pigails. Most notably, where Ben's face once was there was now a large green LED screen, with two light green circles on it forming eyes. The Omnitix was set upon the robot girl's forehead.

"What the heck!? I'm a girl again!" Ben yelled... or rather, shrieked thanks to his new voice. He shook his head in panic, and though he didn't notice it, the image on his face changed from "O O" to "> <".

"Just... just calm down, Ben..." Max said, calming himself as he turned at his other, still-laughing grandchild. "Gwen, that's enough!"

"I-I'm sorry..." Gwen choked out between her laughter. "But... but he's just so cute!"

Ben pouted (or rather, his LED face changed to "o\ /o") and he stamped his foot childishly. "I am NOT cute, you meanie!"

"Oh my gosh!" Gwen squealed and suddenly lifted Ben up. "You even ACT like a little girl! It's adorable!" She couldn't help but twirl, holding her transformed cousin in the air.

"Gwen, stop! Stop it!" Ben pleaded, his face switching back to "> <" as he kicked his legs and flailed his arms. He was thankful his new face couldn't show it properly, but he almost felt like he wanted to cry. "Th-this isn't fair...!"

"Aww..." Gwen smiled tenderly, stopping her twirling and, much to Ben's surprise, she pulled him into a hug. "There, there..."

Ben blinked (as in, his LED changed from "O O" to "- -" and back again) in surprise at his cousin's behaviour, but he found himself returning the hug, and feeling calm again. He sniffed a little and instinctively wiped at his screen, despite there being nothing to wipe away, before looking up at Gwen.

"Feel better?" She asked.

"U-Uh huh," Ben answered with a little nod.

"Good..." Gwen smiled and sat down on the steps to the RV, still holding Ben close and sitting him on her lap. Ben instinctively cuddled close against her, feeling calm and safe.

Max watched the display silently, an eyebrow raised. Once the two children were settled, he cleared his throat to get their attention.

"Alright," he said. "I think we can say for certain that you're NOT Upgrade. Galvanic Mechamorphs don't have gender the same way humans do, so there'd be no such thing as female one."

"Oh..." Ben looked up at his grandpa. "D... do you know what I am, Grandpa Max?"

Max sighed. "Not off the top of my head, Ben... but the Plumbers database should have some information. Even as vast as the universe is, there's only so many robotic lifeforms." He squatted down and gently placed his hand on his grandson's head. "I'll see what I can find, okay?"

Ben looked down shyly, the LED screen changing to show "#v v#" as his grandfather pet him. "Okay, Grandpa... thank you."

The older man smiled and nodded, standing up and walking into the RV, leavng Ben and his cousin outside. Gwen giggled, hugging the tiny mech close again. "So... how do you feel now?" She asked.

Ben was still "blushing" on his LED screen, looking down and gently kicking his legs back and forth. "I... I don't know, Miss Gwen... I feel a little bit better, thank you..."

Gwen's own cheeks began to glow and another giggle escaped her lips. "Aww... Ben, you're such a little cutie now..." She leaned close, giving Ben a gentle peck on the forehead.

Beep... beep... FWOOSH.

Gwen opened her eyes and realised that Ben was back to normal... as she pulled her lips from his forehead.

"EW!" Ben screamed, shoving his cousin away and falling off her lap, rubbing at his forehead with his forearm. Gwen herself had turned away to spit the taste out of her mouth. "Now I've got your dumb lip balm on my head!"

"You think I wanted your boy germs in my mouth?" Gwen snapped back, standing up. Ben glared at her and opened his mouth to speak as Gwen leaned over and pointed at him.

"Don't you dare tell ANYBODY, got it!?" they yelled in unison.

They both paused and stared at each other, only to turn away and pout as a blush warmed their cheeks.

Ben scowled and glanced down at the Omnitrix. "Dumb malfunctioning watch," he said with a sigh, flopping down on the bench near the RV.

Gwen folded her arms and walked over to him. "Hm... I wonder what other aliens you have now," she mused, a smile forming on her lips. "If they're all as cute as that little robot..."

"Gwen, knock it off," Ben folded his arms.

"I'm serious!" She suddenly grabbed a hold of his wrist.

"Wh-hey!" Ben yelped.

Gwen ignored him and began turning the Omnitrix, looking at all the silhouettes. "Okay, you've gotta show me this ice alien, or maybe see what Diamondhead gives you? Ooh, or Wildmutt! XLR8! Grey Matter!"

"Gwen!" Ben roughly pulled his wrist back, but his cousin just smiled wider.

"Come on, Ben! Let's see what Grey Matter does now!" she said, clapping her hands like an excited child. She had a sparkle in her eyes that Ben wasn't used to, and a smug smile he was oh so used to.

A beep alerted the two that the Omnitrix had recharged as the colour changed back to green. Ben scowled and rolled his eyes.

"Fine, if it'll get you off my back!" he said, before he slammed the watch face down. Another green flash filled the campsite.

When the light faded, Ben looked down at his cousin. Okay, so he DEFINITELY wasn't Grey Matter if he was actually taller than Gwen now. Heck, there was at least half a foot of a difference now. He pressed his lips together and looked down at himself.

First off his body was much slimmer than before. Slimmer and more pliable to be exact, being soft and squishy while his grey skin was moist and clammy to the touch, almost like a slug. Unlike his previous two forms, this time he was actually dressed in something, namely a skin-tight white leotard with a black stripe running down the centre and the Omnitrix situated on his back. From his slim torso extended four long and slender limbs, as supple and flexible as the rest of him, each ending in a diamond-shaped extremity that completely lacked fingers, toes, or any recognisable digits. It was like instead of arms and legs, he just had four tentacles that were being used in place of arms and legs. Looking into the Rust Bucket's mirror, he saw in his reflection a single eye peering back at him. The other was hidden behind even more tentacles that flowered out of the top of his head in place of hair and draped across his face and shoulders, with a small mouth peeking out.

Gwen grinned and immediately began to point and laugh.

"...this is Grey Matter?" he asked in his new nasally voice. A rubbery, goofy-looking, gangly tentacle girl? At least the ice girl was kinda cool (no pun intended) and had elemental powers like Heatblast, and the robot was still technology like Upgrade. But this was practically an insult! There was nothing cool about this one, she didn't even have opposable thumbs, and he didn't feel any smarter or anything! And Gwen's laughter WASN'T HELPING!

His temper flared, and at the same time the tentacles on his head rose up while his eyes flashed green. "THE HECK DOES THIS HAVE TO DO WITH GREY MATTER!?"

Instead of an answer, a pulse of raw force emanated from his body. Strong enough to rock the Rust Bucket. Strong enough to launch the picnic table twirling through the air.

Strong enough to knock Gwen ten feet backwards.

"Gwen!" Ben's head twisted around to see his cousin flying through the air, and without thinking he reached out to grab her before she hit the ground. His tentacle-arm wrapped snugly around her waist lifted her up, before he gently set her down.

It slowly dawned on him that he had done so without leaving his spot by the Rust Bucket. His arm had simply stretched over to her.

"Whoa..."

He didn't get to contemplate it further before the door to the RV swung open and a very dishevelled and coffee-drenched Max stepped out. Ben gulped and gave a nervous laugh.

"S-Sorry, Grandpa..." he said with a timid wave. "New alien, you know..."

Max frowned but smoothed his damp hair back with a hand.

"No time to worry about that, Ben. Come inside, there's something on the TV you need to see."

Ben and Gwen exchanged a look before following their grandfather into the vehicle. Sure enough, the television (though knocked slightly askew) was showing police battling a very familiar chimera.

"Kevin!" Ben gasped, leaning in to listen.

"...despite attempts by the authorities to apprehend the creature, all efforts have proven useless. So far the casualties amount to seventeen, with three in critical condition. More information as the story unfolds."

Ben and Gwen shared a look, before they both turned to look at Max as he wiped his face with a towel. He gave a nod as he got into the driver's seat.

"Fasten your seatbelts, kids."

* * * * *

Kevin's fanged mouth drew into a smile at the destruction he had wrought. Roads were shredded, buildings were in ruins, and the police officers who had tried to stop him were cowering in fear behind their cars.

Just what he wanted. That's what they get for underestimating him!

He leaned back and let out a roar, mixing all the sounds of his components to create a haunting, inhuman sound that echoed through the streets.

Poking out from behind a corner, two faces watched the events unfold.

"Yeesh. He's really mad today," Gwen said.

"Yeah, well mad or not, I've gotta stop him!" Ben activated the Omnitrix and turned the dial until a four-armed silhouette was visible. "Okay, dunno what you've been changed to, but..."

He slammed it down, and filled the street with green light.

"Huh?" Kevin glanced up and saw the flash behind the corner. Of course, he should've guessed that little twerp would show up. No matter, he was ready to confront whatever alien Ben had this time...

...or at least he thought he was. He was NOT prepared for the giant woman that stepped around the building.

Standing around twenty, thirty feet tall, Ben's new alien was quite different than his previous selections. As opposed to the willowy ice alien, the bottom-heavy robot and the lanky tentacle alien, this one was absolutely ripped. Muscles bulged under his scaly red skin, his arms alone were as thick as Kevin's entire body while sturdy legs led down to three-toed sauroid feet. Spines ran down his back and down the long, thick tail he dragged behind him. In spite of the dinosaur-esque body Ben possessed, his stance was still distinctly humanoid, as was his face from which cold orange eyes glared down at the alien amalgam. White hair draped across the giant's shoulders and down his back, thick and wild. Despite clearly being a reptile, a pair of ample breasts extended out of his chest, which was covered by a bra in his usual white and black colours. A matching loincloth draped across his pelvis, and matching bands covered the beast's wrists and ankles. The Omnitrix was placed on his right shoulder.

"KEVIN...!" the giant roared, the surrounding buildings shaking from the sheer force of Ben's voice, something that put Kevin's own call to shame.

"Tennyson...?" Kevin asked in shock, staring up at his opponent. He'd gotten used to Ben showing off new aliens since the fight with Cannonbolt, but he'd never seen this before. Part of him wanted to make fun of his counterpart due to the womanly appearance he was sporting, but that part was too cowed by the sheer size, roar, and aura of power Ben was giving off.

Kevin didn't have long to think before Ben moved forward, swinging one of his enormous fists forward. Kevin quickly dashed out of the way, thanking his lucky star for XLR8's speed. Ben's new form was not by any means the fastest, but its long stride made up for it. Kevin readied a fireball in his Heatblast arm, preparing to strike Ben from behind before he could reposition himself...

...only to be smashed into the ground by the hero's tree-thick tail.

Lifting his tail, Ben turned to see Kevin pulling himself out the crater he had formed. The younger boy wasted no time and rushed forward, his fist swinging low before he brought it up and nailed Kevin with an uppercut.

The chimera-boy was launched into the air, but his wings buzzed to life and stopped his momentum. He growled and shot straight for Ben, who through punch after punch at Kevin. In turn, his opponent zig-zagged with Wildmutt's agility to dodge his blows and shooting past his head. At the right moment, just as he passed by Ben's face, Kevin released a stream of green ooze from his mouth. With a loud squelch, it splattered over Ben's eyes, blinding him.

"Got you, Tennyson!" Kevin said triumphantly, just as one of the van-sized hands smacked him to the ground like an over-sized bug. He growled and sat up, but smirked when he saw Ben struggling to pull the goop from his face. Perfect. Stinkfly's slime was always super-sticky, so even with all of his new form's strength it'd be a struggle to get it off.

Which gave Kevin the perfect opening. He formed his Diamondhead arm into a blade, before using XLR8's speed to shoot forward. He readied his arm-blade, preparing to slice his heroic counterpart's ankles and cripple him, at which point he'd be easy pickings! He swung his arm and struck...

...nothing.

His three eyes shot wide open and he turned his gaze skyward, where Ben had jumped upwards. From a small hole in the slime, just enough to reveal an orange eyeball, Ben peered at Kevin and smirked.

"You lose."

With a crash, both feet slammed down on top of Kevin, his own momentum combined with the giant alien's weight smashing him deep into a crater. The entire street rocked from the sheer force given off.

Ben stepped out and looked down at his opponent, complete unconscious in the crater. He grinned and let out another roar, this one of triumph, almost drowning the out the tell-tale beeping of the Omnitrix. In a flash of red, the giant alien vanished.

* * * * *

Ben sipped his soda, looking down at the Omnitrix. It had been a few days since the fight with Kevin, and he and his family had taken a stop at the nearest mall. Grandpa Max needed to run some errands, so Ben and Gwen had the day to relax.

Speaking of the devil, his red-headed cousin took a seat beside him.

"So..." she said, leaning back slightly. "Any luck with the other aliens?"

"Nothing yet," Ben replied, twisting through the selection. By this point, the familiar ten shapes he'd gotten used to had disappeared, replaced by the ten new counterparts he now had. "They have to still be in here somehow. I just wish I knew how to access them..."

"And what about the ten you have?" Gwen asked, slowly smirking. "Are they all-"

"Girls." Ben scowled and shot his cousin a look, even as she chuckled to herself. "Pretty much, yeah. Lousy alien hackers..."

He slurped down the last of his soda before tossing the cup into the nearby trashcan.

"But still, aside from the gender issue they all seem pretty capable. It'll just take some getting used to is all."

Gwen opened her mouth to tease him some more, but was cut off by a crash from the nearby pet store.

Turning their heads, the pair saw several animals with visible mutations hopping, crawling and slithering out, with the largest being a hideously warped parrot. Sat upon its back was Dr. Animo, who let out an evil cackle.

"Yes, my little friends! Terrorise those that would keep you caged to your heart's delight!" he announced. The parrot let out a screech, spreading its wings and flying through the roof.

Gwen and Ben shared a look, before both smirked at each other.

"It's hero time!" Ben slammed his hand down on the watch.