Disclaimer: This is a parody inspired by the works of Marvel/Disney and Man of Action. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Avengers or Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Avengers: Earth's Mightiest Aliens

Chapter One

"Just like old times, hunting for some kind of alien thing in the middle of the night. In a sewer once again. Only this time we're in New York instead of some place like Bellwood." said Ben Tennyson, wielder of the Omnitrix, as he was spending time with his team of his cousin Gwen and her boyfriend Kevin Levin. Kevin took the lead as he was the one who discovered the tech network.

"The guys smuggling the tech have some kind of underground base under an old warehouse which is linked to the sewers. They use the underground waterways like a highway to run in and out the technology. We just have to find one of the access ports of the place so we can sneak in. Hopefully something small and unnoticable." said Kevin as he held a smartphone size device which he was using to detect the technology being used by the criminal elements.

"Do you have any idea who the buyers are for the tech?" asked Ben, as he marched through the sludge of the underground.

"Not sure other then they are paying major earth coin to get the stuff. Seems they have been stepping up to replace many of the orders the Forever Knights had before the whole Diagon thing. After that mess, the order seems to have splintered and gone underground until they decide what it is they are doing. These are some new guys and their buying habits are a bit different." answered the taller black haired young man as his red haired girlfriend ask the obvious question.

"Different how, Kevin?" asked Gwen as she tried to stay neat and clean in the mess surrounding them.

"The Forever Knights bought warfare tech. Weapons, armor, war machines, or anything they can turn into a weapon or help them win battles. The new guys are buying that but they are also buying up any and all technologies. Even simple translators, which the Knights never bought. Mainly because they didn't want to talk to aliens, just blast them. But they have been buying medical technology, power souces and more.

And one of their warehouses are somewhere under the city hooked up to this sewer... right... here." said Kevin as he pushed his hand against the wall, only for it to shimmer in the way which revealed a hologram.

Also in the sewers...

Tony Stark didn't like the fact he was in the sewer system, but he had to get down and dirt with the fact his technology had been stolen by someone which he had managed to track to some kind of subterrainian base connected to these sewers. He looked at the fellow Avengers which he had asked for help tracking down the lost technology.

He had selected Black Panther due to his stealth skills and knowledge of advance technology, which would help him avoid notice and be able to detect the tech when they looked for it. Wasp was also invited due to her ability to shrink and avoid notice, plus energy blasts didn't hurt either. Hawkeye also had training in stealth, even if the man seemed to be... less then suited for stealth most of the time. Add Tony in his new armor built for covert missions in mind, and they should have a team which could sneak into the compound and sneak out quickly with the stolen information.

"Everyone know what it is we're doing. In and out. If we get into trouble, I have some of the other Avengers prepared for back up duty." said Tony from within his black and dark red armor.

"Yeah, but why are were doing the whole sneaking thing instead of the busting in and taking your stolen information?" asked Wasp, curious of the mission type.

"Because it becomes easier to deal with who is stealing Iron Man's technoology if the thieves do not know we know about them. As long as they know nothing about us, we can collect intel on them, or even give them false intelligence which could hinder their plans." answered the Black Panther as they moved into the sewers.

"So how are we going to get to them if they are such great crooks as to steal a drive with all of Stark's tech on it? Unless Iron Man has something up his sleeve we're not being told about?" asked Hawkeye, trying to keep his bowstrings dry as well as his arrows.

"I built this armor for the sole purpose of stealth missions. It includes stealth chameleon circuits which cause it to blend in with the surroundings, making it visually invisible. Electronic jamming with makes it electronically invisible. Sonic dampeners based on Vibranium, generously supplied by Black Pnather. With all of that invisible cloaking technology, I had to include the most advance sensors of any of my armor, as well as the most advance hacking technology. What ever tricks they are using to hide are going to be... wait, there's a door there cloaked by some kind of hologram. Makes it look like the rest of the wall, give me a few seconds and..." Tony stopped talking long enough for the hologram to collapse and reveal a metal door.

"Volia, a door which shouldn't be in a sewer. Interesting holographic technology. Not something I would have expected. Might want to study it if I had more time. Anyways, let's get in. Quietly." said Tony as he used his armor's computer to hack the door.

Elsewhere in New York City...

A man in a business suit was being alerted by a silent alarm to a breach in the warehouse. Two breaches by the information of the computer.

'Warehouse Delta is one of the warehouses in the country which is houses one of our tech collection. We have been collecting technology from New York City as well as all of the alien technology we have been able to get our hands on. In the facility, technology is scanned and data files are uploaded to our lab facilities for experimentation and construction. Where we eventually have the equipment we need to rebuild the cumbling world superstructure and replace it with our new order of the ages. Added by the wisdom of the heavens.' thought the man as he began to try and remotely access the types of invaders who are entering the storage facility.

"The Avengers and the Plumbers, interesting. Looks like our mission at Stark's was not unnoticed, nor was our collection of alien technology. Breach protocols have begun to be initated. All data files are to be sent to other facilities and tech is to be teleported or destroyed. Only a matter of time before the warehouse is sterilized. Still this might be a good chance to test some of our prototypes in field." continued the man as he activated a remote phone signal which was bounced around the world in multiple directions to scramble the source.

"Warehouse Delta, activate prototypes Beta-Q2DW." he gave the command as he watched the video feed of the base, also bounced and scrambled to keep it from being traced back to him.

Warehouse Delta...

Tony had the majority of the team with him as Wasp and Hawkeye were following behind him. Black Panther had slipped secretly into the base, which he had done before to great benefit like when they had gone into the Cube. So Tony was not very worried as the time as they moved down hallways to find his technology. He found a huge blast type door and hoped they were keeping his tech behind the most secure door in the place.

"Nothing I can't hack and... Open Sesame!" said Tony as he opened the door... to what looked like a storage space. Except for what it was he found inside the place. Tony was stunned even when they Wasp spoke up.

"Any of your tech here, Iron Man?"

"I wish. All of this technology is either as good or more advance they anything I make. Maybe they anything anyone on the planet makes, include Mr. Fantastic or Dr. Doom. I'm also detecting Skrull and Kree technology somewhere in this place. And some kind of massive power source which is flashing on and off quickly. I get the feeling this is bigger then even my tech. Let's sneak up on that flashing power source." said Tony as the hide in the shadows as they moved up to the whatever it was.

Which turned out to be a machine which men were loading more of the alien technology into before it looked like it was disintergrated. The signature hinted at something else.

"A teleporter, what are they doing with a teleportation device?" whispered Tony as they tried to avoid notice.

It was then things turned south as a giant dinosaur-man, a young woman with glowing hands, and a young man covered with metal like the Absorbing Man moved into the room. The men in the room responded... with their weapons which were some kind of plasma blasters. Shooting at the group gather, only for the redheaded lady to cover them with some kind of pink forcefield.

"Anybody else figuring out what is going on? And should we join the fun?" asked Hawkeye as they looked at the battle before them.

"Not sure who those guys are but it looks like the aren't on the side of the thieves, so I think we have to at least stop the guys who were loading the teleporter. If not the weird guys as well." said Tony softly before shouting out the words which his team waited for.

"Avengers Assemble!"

On the other side of the room...

Ben had lucked out on the Humongosaur transformation and gotten what he had wanted, or at least something which could fight.

'Even if it looks like something like Chromastone would be better in this situation given the plasma fire. He could have soaked up all of the energy fire being shot our way and blasted it back at them. Got to go with what the Omnitrix gives me.' thought Ben before he heard the words, "Avengers Assemble!"

"The Avengers are here? Heard they lived in New York and all, but this is too cool." said Ben as he knocked over one of the guys with the blasters.

"Little less fanboy Ben and more stompage." said Kevin as they bobbed and weaved around the plasma users. Which were getting less and less numerous as there hadn't been that many of them here in the first place. Kevin then continued, "Because it's only a matter of time before we make enough noise to make them send in..."

There was an sudden sound of an opening of a door and a pounding followed by another pounding, with a metallic echo to it. Like giant metal foot steps. Shelves were knocked down as two eight foot robots entered the room. Kevin then finished his sentence, "...The big guns."

The robots too aim at the two groups of heroes before them and aimed their arms which contained some kind of blaster arm, shooting out larger and more powerful plasma blasts. Gwen had her mana energy shields absorb the energy from the attacks. Kevin spoke up, "We have to get them out of here. There are too much tech in this room which could have really nasty effects if it gets hit by a plasma blast."

"How bad?" asked the the man in the black armor which Ben guessed was the hero Iron Man, from what he had read and seen on TV.

"Massive explosions or implosions, could take out a couple of city blocks bad. We have to get the bots to a room without delicate stuff like this." said Kevin as he smashed open a hole in the wall big enough for the machiners, heading to the walls of the storehouse. He then asked everyone, "Follow me. The robots seem to after us, so if we leave they will."

"Avengers, do with metal boy says. I don't even know what the heck would happen when all of this stuff is hit, so keeping it from getting it is a game plan." said Iron Man as he lead the Avengers out.

Ben decided to make it easier, by moving around and picking up one of the robots and chucking it out of the room through the hole. He charge after it as the second robot followed him as well. Into a room which looked like a vehicle garage where there were what looked like boats with simple motors and trucks of all kinds.

'Still a chance of explosions but less likely in a destroy the city way, plus one of us should be able to put out any flames before the become a danger.' plotted out Ben as he engaged the machines.

Also in the Garage...

Tony was still trying to figure out the new guys, but they seemed to know what they were doing. So he was following their lead for now. The robots troubled him as he recognized some of the components in them as being based on his designs. Not his exact designs but more like they seen what he had created then tried to reverse engineer it from sight and an idea of what it was suppose to do. It gave him a bad feeling as it made him think of how many other evil geniuses could build something based on what Tony showed to the world. Or how those inventions could go wrong.

'More importantly, they seem to be incorperating technology which is alien to human society. Those plasma blasters are not of human design. Which begs the question on where they got it?' asked Tony as he tried his repulsers on it. He cursed the fact he had created the stealth armor with less powerful weapons to make use of technology to hide and observe things.

"Let's try this. A liquid nitrogen arrow followed by explosive arrows." said Hawkeye as he pulled out a set of arrows, fired, reloaded and fired again. Th first set of arrows hit one of the machine warriors and froze it before it was hit by the second arrows which made a massive explosion. Pieces of the robots fell on the ground. It looked like the machine would be going down. Except...

"Is it me or is that machine regrowing itself?" asked Wasp as she continued to fire at the second attack droid.

"Looks like these guys have Techadon Robots technology in them. Going to be much harder if they can regrow themselves when ever they are damaged. Ben, can you bring out Upgrade or something to take them down? They might have Techadon nano-regeneration but they must have some kind of CPU, Earth made or otherwise, which is telling the nanites to rebuild itself." asked Absorbing Man junior as he sliced off the arm of the second robot, only for it be start growing back the missing arm.

"Yeah, but I'm still have trouble with the Omnitrix. I don't know if I can get the alien we want. Still better to try then keep this up till we're tired." said the Dino-man as he hit the round object on his sash like object. He flashed and was replaced by a familiar young man in green and black.

'Ben Tennyson, the kid who can turn into all kinds of aliens. As well as constantly being slammed by Harangue almost daily if he can manage it. Like he did to me and the Avengers till I convinced him my lawyers would love a talk with him about slander and libel laws. It might explain how the kid knew so much about alien devices and technology. I need more information. Must remember to get JARVIS to scan the net and all computers he can reach on this.' thought Tony as he saw Ben once again transform into another alien form, which Tony hoped would be more of a use on these robots then a dinosaur.