I DO NOT OWN BEN 10 OR AVENGERS EMH

Hello im a new writer and this is my first ever FanFiction. I have always wanted to try this and now I'm finally doing it.

Special shout out to The Incredible Muffin, Ultimate10 and Darth Terminus for inspiring this story.

ok enough talk and on with the show.

Chapter 1: The Arrival

Ben Tennyson thought he would be ready for anything. He had faced criminals, alien invaders, intergalactic warlords and even an inter-dimensional god. But nothing could have prepared him for the day when he failed.

The day he lost his family.

It happened a week ago. Ben had gotten an alert and he jumped at the chance to go hero and skip out on a boring family meeting. But it turned out that meeting was the last.

Now the wielder of the Ultimatrix was staring down at the graves of those he loved. And those he lost. Mom, Dad, Grandpa, Gwen, Kevin…Julie. He stared at their graves trying to picture their faces. But all he saw was their lifeless broken bodies.

"I'm sorry," the teen hero choked. "I'm sorry I failed you. I thought I could be there for…" He tried to say more but the memories were too painful. With a heavy heart the eighteen year old walked away from the graves, a tribute to his greatest failure.

Ben made his way to his car, a green and black sports car that Kevin had made for him complete with state of the art alien tech. Now it was just a reminder that he, like the others, was gone. He opened the trunk of the car. Inside were all the souvenirs that Ben had collected over his hero career. A box in the corner contained the souvenirs that he collected on that fateful summer all those years ago. Now however they were just painful reminders.

He took off his green jacket, a green long sleaved leather jacket with the number 10 embezzled on the left side. Ben frowned and threw it into the trunk. That jacket, along with everything else in that car, belonged to a hero. And he was no hero.

The former hero then looked down to the device on his left wrist. The Ultimatrix, the bane of his existence. It was because of it that all this had happened. Ben wished he could just take it off and throw it away just like the rest of the junk of his former life. Sadly, with the Ultimatrix tightly bonded with his DNA, there was no way to remove it. So he'd just have to settle with destroying the rest of this junk.

The teen then got in his car and drove. Drove away from the pain, away from the heartbreak, away from Bellwood. Ben continued to drive until he reached a clearing by a cliff. It was a clear 100-foot drop down to the bottom. Ben actually considered jumping in order to end the pain, but he new his family would never forgive him for that. So he would live on, just not as a hero.

He turned and faced his car, the last piece of his hero life contained inside it. Ben raised the Ultimatrix, hesitated for a moment, and then activated it. The familiar sound of its activation beeped to life as a green hologram of an alien appeared. Ben turned the dial, each turn a different alien on the display, until he found the one he wanted.

"The one who started it all," he muttered to himself. "And the one who'll end it," he finished bitterly. And then slapped the dial down.

Green light illuminated the area. When it died down, standing in Ben's place was a tall being that seemed to be made of magma. Its hands and forearms where over sized and fire engulfed it head. "HEATBLAST," the alien yelled. The transformed teen looked toward the car, then raised his hands towards it. A fireball formed in each hand as he prepared to launch it at the vehicle.

"Goodbye," Heatblast whispered and he prepared to destroy the memories.

Suddenly the wind picked up and a large gust started to blow all around the fiery alien. Heatblast looked around, instincts on high alert, knowing something was not right.

The clouds formed a ring right above him as the wind got stronger and stronger. Then a white light shone out of nowhere blinding the teen hero, as he was forced to cover his eyes. The light got brighter and brighter as it closed in on the fire alien. And everything went dark.

When Heatblast eventually got the spots out of his eyes he saw that his surroundings had changed. He was now in a forest clearing similar to the campsite where he first got the Omnitrix.

The alien then looked around. "Ok. What was that about," he wondered aloud. He then noticed that his car was gone. He looked around trying to catch a glimpse of it. But no luck. "Well that's just… perfect," he mumbled.

At that moment his thoughts were interrupted by a loud growl. Heatblast turn the find the source of the noise coming from the mouth of a very big monster. The creature stood at least ten feet tall and looked like a cross between an ape and a lion. It had large clawed hands and white, bushy fur that covered its body. It glared at the fire alien through black soulless eyes and growled through vicious sharp teeth.

"Don't suppose you want to talk about this. Right?" the transformed teen nervously asked.

The creature only roared in response and then charged at the flaming target.

"Guess that's a no," he said, as he blasted fire in to the ground, propelling him over the white beast and landing behind it.

The beast turned to face its prey. The two opponents looked each other down. Locking their eyes. Waiting for an opening.

The beast roared and charged again. Heatblast let a cry escape his throat as the charged towards his opponent.

The beast raised its arms in an attempted to crush the alien. But Heatblast shot fire out of his feet and flew towards the furry monster like a rocket, with his fists stretched out. He collided with the beast with enough force to stun it. Then he ignited his fist with fire and continued his onslaught.

Heatblast couldn't believe what was happening. He lost everyone he loved and now he was trying to move on and have a normal life. Then some bright light teleported him to the location of a feral Bigfoot. At this point Heatblast was beyond angry. He let his rage flow into his fight, punching, kicking, and blasting whatever he could reach. Then when the beast staggered back, burns covering most of its body, the fire alien raised its hands above his head, a massive fireball forming above him.

"Burn," he snarled as he hurled the inferno at the beast. A massive explosion sounded throughout the forest, shaking the ground and scaring off a flock of birds. A huge smoking crater was now where the beast originally stood.

Heatblast walked towards the edge of the crater. The beast lay at the bottom, its body now one big burn, with a couple patches of singed fur hear and there. It groaned weakly, Heatblast knew from the beating it gave it earlier that the beast could take a lot of damage. His first couple of hits barely did anything to it at the start. Only his rage allowed him to heat himself up to the point were he could actually hurt it. If he were fighting a regular human when he was that angry, he would have vaporised that person to ash with one hit.

Heatblast grunted, confident that the creature wasn't getting up any time soon. As he turned to leave he was suddenly surrounded buy the sound of guns clicking.

A few dozen men surrounded the crater. Some of them were wearing dark blue uniforms, with a badge on the front that had the image of an eagle on it; they were armed with some pretty futuristic looking guns. However what caught Heatblast's attention was the rest of them. The other dozen were clad in some sort of high tech suit of armour, with what looked like laser cannons on each arm. The suits all had helmets with glowing blue optics. Heatblast was stunned; those weapons looked really advanced, while not alien advanced but advanced even by most human standards.

All the soldiers surrounded the transformed teen. Heatblast also noticed some men moving into the crater with a large container that they were going to put the beast in.

"By order of S.H.I.E.L.D.!" a synthesised voice called out. "Power down now!"

At that point Heatblast knew the man was talking to him. The soldiers closed in on him, weapons raised. The fiery alien got into a fighting stance, his fire glowing dangerously hot.

Then one of the men approached him, seemingly unafraid of the magma creature in front of him. He was a Caucasian male with brown hair and blue eyes. Unlike the other soldiers, he wore a business suit. He looked at the magma-based lifeform, then to the beast that his men had just loaded into the crate. "I assume you're the one that took down the Wendigo?" he asked the fire humanoid.

Heatblast looked back at the 'Wendigo', then back the man and nodded.

The man grinned. "Impressive. On behalf of S.H.I.E.L.D., I personally thank you." Then his grin turned into a frown. "Now I'm gonna have to ask you to power down and kindly come with us." His tone made it a demand rather than a request.

The fiery alien narrowed his eyes. He didn't know what Shield was. There wasn't any branch of the Plumbers with that kind of name. In any case he knew going with them might be a bad idea. He already had enough trouble with people trying to take the Ultimatrix.

"Yeah. I don't think so," Heatblast replied.

In response the soldiers charged their guns, aiming directly at the fire creature. The suit man raised his hand and they lowered their weapons.

"Now you don't understand," the man said. "We can't leave a Mutant as powerful as you running around the forest. You're liable to start a forest fire."

Wouldn't be the first time, Heatblast thought. But then something caught his attention. "Mutant?" he said confusingly. "I'm not a mutant. I'm an alien." He said as if it were obvious.

The suit wearing man chuckled. "Well then that changes things," he corrected himself. "We can have an alien wandering around Earth unsupervised. Now you're gonna come with us or things are gonna get... complicated," he added smugly.

Heatblast's eyes narrowed, his patience already wearing thin from the fight with the Wendigo. "Not. Gonna. Happen," he snarled.

The man sighed, like he expected that response. "Alright then," he said, then proceeded to take out his pistol. "Take him," he ordered.

Thanks to years of experience, Heatblast quickly reacted, creating a smoke screen that took him out of sight.

The soldiers and the armored suits fired a barrage of blue laser blasts blindly into the smoke. However they missed every shot as Heatblast rocketed out the top of the smog. Blasting fire out of his hands, he flew away, trying to put as much distance between him and these S.H.I.E.L.D. guys as possible.

However, just as he thought he was in the clear, a large aircraft suddenly rose infront of him. It resembled a jet, but it had a large under carriage and had thrusters that enabled it to hover. Its sudden appearance caused Heatblast to sharply change his course. Taking him directly over the clearing again.

This time, the S.H.I.E.L.D. soldiers were prepared. The dozen power armored men activated their jet boots and flew until they were above Heatblast. With no time to move, the armored men fired their cannons at the teen hero. While the blue lasers didn't pierce the fire alien's magma skin, they still stung and packed enough punch to force the alien hero back to the ground.

One soldier rose what looked a bazooka and fired a high tech disc, which stopped and floated above the fiery alien. With a hum, a white energy shield surrounded and then completely encased the transformed teen in a bubble of energy.

The suit wearing man then walked up to the shield until he was face to face with the alien. "Like I said," he smugly stated. "You're coming with us."

Now it was Heatblast's turn to grin. "You have no idea who you're messing with, do you?" the fiery alien said rather cockily.

The suit-wearing agent laughed. "That bubble is pure energy. What are you going to do? Walk through it?" He chuckled; a few other soldiers grinned as well.

"That's exactly what I'm gonna do," the alien hero smugly replied. With that he raised his hand and slapped the Ultimatrix dial. A green flash spread out over the clearing. Everyone present had to shield their eyes. When they opened their eyes, all mouths were open with shock. Standing where the fire alien was, was what looked like a blue phantom. It was wrapped in a cloak, with a hood that covered a ghostly face and bright green eyes. "BIG CHILL," the phantom called out in a raspy chilling voice.

True to its word, the creature became transparent and walked right through the energy bubble. It put itself inches from the suit man's face. "Now will you just leave me alone?" the phantom known as Big Chill said, as its cloak unfolded into a pair of wings, revealing a skinny body with the same strange symbol on its chest like the fire creature. Big Chill then took to the sky and just before the suit wearing man could give the order of pursuit, the creature vanished from sight.

The men were stunned; they had just seen an alien made of magma transform into a phantom moth man in a flash of green light. The suit wearing agent was frozen to his spot; that thing had been inches from him. And from the way it sounded, it could have ended him right then and there.

"Agent Coulson," another asked as the approached the suited man. "What do we do now sir." 'Coulson' shook his head to clear it.

"Contact Director Fury," he responded. "Tell him we've got an alien on the loose."

Big Chill flew invisibly over the canopy of trees as he avoided the Men in Blue. He couldn't get over the fact that Plumber intelligence could let some rag tag group of people like that wander around earth, with that kind of tech. And the funny thing was that they didn't seem to recognise him. Granted he was keeping a low profile and hadn't changed for weeks but come on, everyone new the famous Ben 10.

Big Chill shook his head. He wasn't Ben 10 anymore; it was probably best those guys didn't know who he was. Made it easier to lose them.

Big Chill then noticed a city in the distance. As he got closer he realised it was New York. Somehow he had been teleported half way across the country. Deciding to wonder about it later, the moth-like alien flew into the city. No one saw him due to Big Chill's invisibility. He landed in an ally, and then slapped the Ultimatrix dial.

In a flash of green light Big Chill turned back to the human form of Ben Tennyson.

Ben peaked out of the ally and looked around. This seemed like the normal New York City he was used to. But something felt off about it. He looked at a nearby dumpster and saw a newspaper hanging out of it.

Pulling out the paper, with a title that said 'The Daily Bugle', Ben saw a picture on the front page showing a man in a red and blue skin tight outfit with a web pattern all over it. Apparently he was called Spider-Man, and he was apparently, to quote the article, "A Menace." Ben didn't understand. He had never heard of anyone named Spider-Man. He looked through the paper and saw there were others. And apparently they were all superheroes.

Other headlines read 'Iron Man Saves UN', 'Ant Man and Wasp take down Whirlwind' and 'Thor Defeats the Wrecking Crew' Thor? Really, the guy couldn't come up with anything original so he copied Norse Mythology? Ben thought to himself. But as he looked, he realised this was a legit paper. Which meant that all these heroes were real. But he'd never heard of them. That could only mean one thing.

He was in another Universe.

Ben walked out of the alley, not caring were he was going. "Another Universe," he muttered to himself. "I'm trying to leave the hero life behind and now I'm in a universe full of them." Then he stopped. A realisation then hit him in the head. A universe full of heroes, that would mean he could live a normal life. He could settle down right hear. Use his aliens to forge a new identity and start over. The other heroes could save the day and he could start a new life.

He was so lost in thought that he didn't notice that he'd reached the harbour. He noticed that there was a large shadow currently gliding across the top over the water. He looked up. And his mouth fell open. Above the water the water was a giant flying fortress. It looked like a high tech aircraft carrier, except it had 4 giant turbine engines.

Ben looked around and noticed hardly anyone was looking at it, some would take a glance then go back to their business while other would just ignore it like it was some regular occurrence that some giant battleship would fly across New York bay. The teen watched it in awe. With something like this defending the world. Ben thought to himself. The world would hardly need some one like Ben Tennyson. The thought almost made him sad.

Suddenly a loud rumble was heard coming from the aircraft. And before Ben's eyes an explosion ripped across the upper deck and what looked like a section of a building grew right out of the side. The vehicle shook some more as several building structures grew out of other parts of it like a sprouting seed. The sudden damage caused the engines to fail and the entire aircraft plunged into the bay.

At that moment Ben did think about what to do or why. He reacted on pure hero instincts and ran in to an ally. He activated the Ultimatrix

"Its Hero Time" he said, out of habit, and slammed the dial down "BIG CHILL" the moth alien cried out. He then unfurled his wing and took of towards the downed aircraft.

Thats all for now. please review honestly and anny advice you wish to give me feel free to PM me, i will take any help i can get

Untile next time, CaptainRex75 out.