Omarnosian10: Hello, readers. As promised, I made my own version of Teen Titans, replacing the core members with other heroes with the same traits.

Ben: I replace Beast Boy as the shapeshifter and Robin as the leader.

Felicia: I replace Starfire as both the beauty and the leader's crush.

Randy: I replace Robin as the Martial Artist and Beastboy as the jokester.

Wanda: I replace Raven as both the sorceress and the girl who betrayed her father.

Max: I replace Cyborg as the half-human mechanic, and Starfire as the alien.

Steel: Same with Max.

Omarnosian10: So you can see that this will take longer because I have to replace Teen Titan villains with villains from Ben 10, Max Steel, RC9GN. and Marvel.

Steel: There's so many choices.

Omarnosian10: And in the end of each chapter, I'll tell the appearance of the Marvel characters. ON WITH THE SHOW!

Chapter 1: Go!

(Jump City)

On one of the most remarkable nights in history, nothing very remarkable had yet happened. Most people were going through their nightly routines.

Two halves of one hero were typing into a computer, running some diagnostics on the UltraLinks that were left behind during an invasion.

One changed out of her casual clothes and put on a black catsuit and mask, and jumped out her window, ready to pound any criminal she found, and trying to distract herself from the memory of the home she had just left.

One was running over rooftops patrolling the city. He moved here after the final defeat of The Sorcerer, and the Nomicon guided him here for some unknown reason.

One is flying above the city through the clouds after quitting the Brotherhood.

One in particular is patrolling the city by the streets by a black motorcycle with green highlights and a green hourglass symbol on the wheels.

These five aren't aware of each others presence for the moment, until the coming moment.

(Jump City Plaza, Nighttime)

"RAWR!" roared a red-armored 'juggernaut' as he bulldozed through the streets and backhanded every car in his way.

"WHERE'S WANDA?!" roared Juggernaut to the sky as he stopped rampaging.

"NINJA SCARF SLAP!" cried a famous voice as a red scarf came out of nowhere and repeatedly slapped Juggernaut in the face. Juggernaut caught the scarf before pulling it back and revealing the owner of the scarf, who turned out to be a black ninja (the clothing, not skin! I'M NOT RACIST!) with some red highlights and a mask only revealing his blue eyes.

"The Ninja?! But you're supposed to be in Norrisville!" snorted Juggernaut.

"I finished my job there, so I thought 'Hey! Why not go somewhere and mark it your hero territory?'." shrugged Randy, the Norrisville Ninja as Juggernaut delivered a right hook.

"NINJA DUCK! (ducks as the punch goes over him) NINJA JEWELS KICK!" cried Randy as he kicked Juggernaut between the legs... only to yelp in pain as he holds his hurt foot while jumping around hysterically.

"OW! What's that armor made of?!" complained Randy as Juggernaut reared back his right fist. Randy looked at the massive fist with wide eyes as Juggernaut swung it until...

"GO TURBO! STRENGTH!" cried another famous voice as a white/silver bulky robot-like humanoid the same size as Juggernaut leapt behind Randy and towards Juggernaut and swung his massive fist toward Juggernaut's face and making impact, sending him to the side of a building and making a crater in it.

"Oh. My. BRUCE! You're Max Steel! Copper Canyon's home hero!" realized Randy as he puts his now healed foot down and looked up to Max Steel.

"Oh, great! Not one day in this new city, and already we have a vigilante as a fan." groaned a voice as the neon blue M on Max Steel's chest flashed for every word.

"Did that M on your chest just talked?" asked Randy as Max Steel nodded nervously as Randy shrugged.

"Wait! You're not amazed or weirded out by it?" asked Max Steel.

"Trust me when I say, I've seen weirder stuff than that." answered Randy before Juggernaut roared as he charged toward the duo.

"NINJA TRIPPING BALLS!" cried Randy as he threw small black balls on the ground toward Juggernaut as he waved his arms by the side frantically while slipping on the balls and finally falling backwards to the ground.

"Well, that was easy." shrugged Max Steel before Juggernaut stood up and tackled Max Steel through some lamp posts.

"You had to say that." shook Randy as he took out a chain with a blade in one of the ends.

"NINJA CHAIN TRIP!" cried Randy as he swung his chain toward Juggernaut's ankles as it wrapped around them before Juggernaut tripped and face-planted on the ground as Max Steel stepped back and put a foot on Juggernaut's head, keeping him down.

"Juggernaut, do you yield?" asked Steel. Before Juggernaut could reply, a blue/white blur covered him as he disappeared before the blur stopped in front of the heroes, revealing a male teenager with silver hair, blue eyes and is wearing a blue/white suit.

"Um, who are you?" asked Max Steel confused before the teen snarled.

"Name's Quicksilver, and you've seen nothing yet!" smirked Quicksilver before he super-sped towards Randy and gave a barrage of punches. Randy managed to block some of them, but the rest made contact as Quicksilver stopped before super-speeding towards Max Steel.

"OH NO YOU DON'T! GO TURBO! SPEED!" cried Max Steel as he flashed blue before changing. His suit is now more human, with a Kineceleran-like helmet and neon-blue tennis shoe-like soles. This surprised Quicksilver long enough for Max Steel to super-speed towards him as they clash with their fists everywhere in a blur of white and blue. While Randy looked at the clash in awe, he failed to notice Juggernaut charging at him from behind, until...

"GRAVATTACK!" cried another famous voice as Juggernaut suddenly began to levitate mid-air.

"WHAT THE JUICE?!" yelled Randy as another famous hero appears a few yards away from Randy while his hand has a green aura around it. the hero is a large, bulky, brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body. His feet are tan with three toes. He has three fingers and one thumb on each hand. He wears black shorts with green stripes and a green belt with white stripes. He has a well-known green hourglass symbol on his forehead. Max Steel and Quicksilver suddenly appeared by Gravattack and began to levitate in mid-air and slowly orbit the Galilean.

"What's happening?" asked Quicksilver angrily.

"A Galilean? Why is he here?" asked Steel before noticing the hourglass symbol along with Randy.

"OH MY BRUCE/GOSH! YOU'RE BEN 10; THE SHAPE-SHIFTING ALIEN SUPERHERO THAT SAVED THE UNIVERSE COUNTLESS TIMES!" synced Randy and Steel as Gravattack sheepishly scratches the back of his head.

"Aw, shucks. You're making me blush. (chuckles) Now let's give these guys a lift." smirked Gravattack as both his hands gain a green aura before Max Steel landed on the ground gently while Juggernaut and Quicksilver became levitated towards Gravattack as the Galilean entered Planet Mode (when Gravattack becomes more planet-like). Suddenly, Juggernaut and Quicksilver began to orbit around Gravattack at high-speeds. In a few moments, Gravattack launched them towards the night sky as a small white flash took over, indicating their defeat.

"Wow, you beat, um, what are they?" asked Max Steel while changing to Base Mode as the M on his chest ejected from said area, revealing the being as a black/white mechanical alien with a blue eye, shocking Randy as he widened his eyes.

"According to N-Tek's non-human database, they're mutants." answered Steel.

"They don't look anything like the mutants I met before." commented Gravattack before reverting, remembering the Morphoid invasion when he met the T.M.N.T and a few other mutants in their universe.

"That's because of a special gene in their bodies called an X-Gene that they're classified as mutants." answered Steel as the others nod.

"That's right, I heard about those guys! They're members of a mutant gang called the Brotherhood, despite having a few girls in it. But they mainly operate around New York. Why are they here?" asked Max Steel.

"Before you guys came in, Juggernaut was looking for someone named Wanda." informed Randy after recovering from his shock.

"That'd be me." sighed a female voice as they look behind a car to see a green-eyed auburn haired teenage girl around their age wearing a red suit with a waist cape, covering everything but her head and showing a minimal of her cleavage, causing Randy and Max Steel to blush under their respective head-hiders while Ben looks at her in slight suspicion, remembering most of his enemies wearing red or have red eyes.

"And you would be?" asked Ben politely but slightly suspicious.

"Wanda Maximoff, but my alias is Scarlet Witch. My 'dad' sent those 2 here to force me to re-join the Brotherhood." informed Scarlet Witch before something massive uncloaked in the sky as they look up to see a black massive ship.

"What. Is. That?" asked Randy with wide eyes, being the only one who hasn't seen a ship that large before. Suddenly, a transmission began playing as a man wearing a red helmet with purple highlights, and a suit with the same pattern appeared in a hologram.

"Attention, people of Jump City! Three heroes here have managed to defeat two of my Brotherhood members, who were seeking out my daughter. You have 1 hour to deliver my daughter here, or else... " trailed off Magneto while ending the transmission as a cannon came out of the ship as it fired a large pod onto a rocky island not that far from shore.

"I'm detecting high levels of radiation emitting from the machine." informed Steel as he displays a holographic graph.

"It's a nuclear bomb currently counting down to 58 minutes and 30 seconds." read a female voice as they turn to see a girl approaching them. The girl has long white hair and blue eyes and is wearing a black domino mask and a black cat suit showing her figure and some of her cleavage, causing the male heroes to blush under their head-hiders, (except Ben, who has nothing to hide the blush).

"Um, who are you?" asked Ben nervously.

"My name's Black Cat, former cat burglar and resident of New York." introduced Black Cat.

"What the cheese is it with New Yorkers coming to Jump City?" groaned Randy.

"Ditto." nodded Max Steel.

"Ahem! (the others look at him) Instead of socializing with each other, shouldn't we, oh I don't know, GET RID OF THE GIANT BOMB THAT CAN BLOW US TO KINGDOM COME?!" panicked Steel as the others cringed at his voice.

"The M machine is right! We have a common enemy. I say we team up to take Magneto down, deactivate the bomb, and save the city. So what do you guys and girls say? Team?" grinned Ben as he put out his hand, the girls looking determined while Randy and Max Steel's expressions are hidden in their head-hiders before they put their hands on Ben's, forming a star.

"Team!" nodded the others in unison before everyone retreated their hands.

"Everyone who could fly, raise your hand." ordered Ben as Max Steel and Scarlet Witch raised theirs while Black Cat and Randy look down sadly.

"Um, Ben, can't one of your aliens teleport us in the ship so we can be more stealthy?" asked Steel confused.

'Mystar can do that, but Azmuth has the code key.' thought Ben sadly, remembering locking the Fairy form in case Albedo makes his own Omnitrix or someone brainwashes him.

"Sorry, no." sighed Ben sadly.

"I could teleport us there if I knew a teleportation spell." informed Scarlet Witch as Ben widened his eyes in realization before searching the inside of his jacket.

"Maybe this can help. (takes a brown book out of his jacket before handing it to Scarlet Witch) This is Gwen's old spellbook. She gave it to me before she left for college." informed Ben before Scarlet Witch nodded surprised as she took the book and opened it.

(Brotherhood Ship)

The Brotherhood ship was a hive of activity. Mutants raced around frantically, trying to finish what ever job they were doing so that they could rush down a corridor to find another job to frantically rush through. So naturally the heroes pop up in a completely deserted corridor in a pink energy field, with no one around.

"Coast is clear." whispered Steel, now in Max Steel's chest as the energy field disappears before Ben stumbled and swayed on his feet.

"Are you okay, Ben?" asked Black Cat concerned as she holds Ben up.

"Yeah, just gonna need some time to get used to teleporting without Gwen or Paradox." nodded Ben as he stood up straight, Black Cat still having her hand on his chest while blushing, feeling the muscle tone under the shirt. Black Cat slowly leaned against Ben's arm, causing him to blush upon feeling the former cat burglar's cleavage on his arm.

"Um, I hate to ruin the juicy moment, but we've been spotted!" warned Randy as he pointed behind the blushing duo as everyone turned to see many teenage mutants in purple/red suits surrounding them. Ben grunted as he activated the Omnitrix and slammed down the dial as soon as the face-plate slid back before bathing himself in green light before transforming into a magma-based lifeform whose body is composed of a bright inner magma body covered by dark red rocks. His feet has a slight oval-like design with only two toes and one back toe. The Omnitrix symbol is on his chest.

"HEATBLAST!"cried the Pyronite before taking a fighting stance.

"Whoa, he looks like Fire Elementor." commented Max Steel before cracking his knuckles.

"Yeah, but he's not the only one who can heat things up." quipped Steel as Max Steel nodded.

"GO TURBO! HEAT!" cried Max Steel as he flashed blue before his suit changed. His suit became more bulky, but less than Strength Mode and is carrying a container on his back as two tubes extend from the bottom, one on each arm cannon and some orange glowing highlights are found on the suit. Max Steel rotated his cannons as heat began to charge up in them while Randy takes out a sword, Black Cat entered a cat stance with her built-in claws shown, Scarlet Witch's hands are glowing pink, and Heatblast prepared a fireball.

"Attack!" ordered Heatblast as he and the other heroes charge in.

(Brotherhood Command Bridge)

"Master Magneto, the bomb is now counting down to 5 minutes." informed one of the mutants as Magneto frowned, sitting on his throne seat while the mutants worked around the ship.

"I see my daughter is still as stubborn as ever to betray her father. (grins) However, the human fools will learn that it takes more than five juvenile heroes to defy the might of Magneto! I will be unstoppable when these gems become unearthed." laughed Magneto as he motions toward a stone tablet with 5 gems embedded in it in a star shape; the top one green, the upper left one pink, the upper right one blue, the lower right black and the lower left one , the door behind him exploded. Surprised, he spun around to face the team, Ben still as Heatblast and Max Steel still in Heat Mode.

"We're not 5 heroes. We're one team." spoke Heatblast menacingly.

"Attack!" ordered Magneto as the mutants charge toward the heroes.

"NINJA TRIPPING BALLS!" cried Randy as he threw down multiple black balls toward the charging mutants as some of them slip and fall while others avoid them or fly over them. Black Cat pounced toward a couple mutants as she claws their faces, making them temporarily blind while she sweep kicks them to the ground before three mutants charge toward her from behind. Black Cat turned around as they fire energy blasts at her before a stream of fire blocked the blasts, creating miniature explosions. Black Cat tilted her head to see Heatblast with one arm aimed at the mutants that attacked her while using his other arm to block fire blasts from other mutants. Before the mutants could blast again, Black Cat delivered an uppercut to one and kicked the second one in the face before jabbing the last one in the knees, making him fall. Black Cat stopped her assault to admire her work on the unconscious mutants before looking over to Heatblast and seductively winked at the Pyronite. Heatblast's blush became hidden in his flames as he sent a wave of fire toward the 5 mutants. 3 blocked with their flaming hands while the other 2 got sent back unconscious.

"Time to crank up the heat!" glared Heatblast as his flames became more hotter while he hovers on a fireball like a board. Heatblast leaned forward with his knees bent and fists out as he glides toward the mutants in a fiery blur. Before the mutants could react, Heatblast butterfly kicked the one in the middle while shooting streams of fire at the other two. The mutants got sent to walls with burns on their suits as they lay unconscious.

"EAT MY TURBO FIRE!" cried Max Steel as he spun around in a fiery vortex and spun towards 5 running mutants. One by one, the mutants got pulled into the fire tornado with minor resistance. The fiery vortex burst as Max Steel pumped his arms in a power-up fashion while the mutants skid on the floor, now with burn marks on them. Suddenly, Max Steel began to daze while putting his arm cannon against his head in dizziness.

"You okay, Max?" asked Steel concerned.

"Don't worry, Steel. If I can survive Air Elementor's tornadoes, a little spin won't hurt." assured Max Steel.

"NINJA SWORD CUT! (sword cuts a fire blast in half) NINJA THUNDER STARS!" cried Randy as he threw multiple shuriken with electricity surrounding them while cutting multiple mutants and shocking them to unconsciousness. Randy grinned behind his mask, unaware of 2 mutants sneaking behind him.

"NINJA BACKHAND PUNCH!" cried Randy as he backhand punches the mutants behind him, knocking them out to the floor.

"What spell should I use to finish this quickly?" wondered Scarlet Witch while searching through the spellbook as mutants blast her.

"Maybe this will work. Bretov Alagoria!" chanted Scarlet Witch while holding her free hand toward the mutants as random machinery was thrown on them, forcing them to huddle together as the machinery piled on them. Scarlet Witch looked at her hand then to the machinery then her hand again then her new spellbook before excitedly squealing. Suddenly, a stream of fire was shot at Scarlet Witch, who avoided it while another one was heading toward Black Cat and Heatblast. The Pyronite noticed the attack and stood protectively in front of Black Cat as he absorbed the fire within his body. Randy jumped in the middle of the group as they gasp to see Max Steel with his arm cannons aimed at them.

"Steel, what's happening?" asked Max Steel frantically, meaning that he's moving against his will.

"The cannons are being manipulated by a magnetic field." answered Steel before the cannons fired another stream of fire, which is now absorbed by Heatblast's palms.

"MWAHAHAHAHA! (hands are glowing purple) With my magnetic powers, I can control you Max Steel. So.. (aims arm cannons toward Max Steel's head) surrender my daughter to me or Max Steel will burn himself." ordered Magneto as the heroes glare at him hatefully. Sighing sadly, Scarlet Witch stepped forward until a blue flash occurred.

"GO TURBO! SPEED!" cried Max Steel as he enters Speed Mode, cancelling the magnetic powers with the Turbo Energy burst. Before Magneto could use his magnetic powers again, Max Steel zoomed toward him and uppercut him, sending him flying towards Randy.

"NINJA BICYCLE KICK!" cried Randy as he bicycle kicked Magneto to the same direction towards Black Cat, who used her enhanced strength to double jab Magneto in the gut as he flew towards Heatblast.

"Get ready to feel the heat!" smirked Heatblast as he threw a beach ball-sized fireball at Magneto's face, burning his face as he skid toward his adoptive daughter.

"Goodbye, 'dad'. Badickinis Metalalurca!" chanted Scarlet Witch as metal pieces wrap around Magneto in a cocoon, completely concealing him.

"Good work, team! (smirks before frowning in realization) Oh no! The bomb!" shouted Heatblast in worry before Steel ejected from Max Steel's chest and flew towards a panel and ferociously typed on it.

"You might want to hurry, Steel. We got 5 seconds!" warned Max Steel.

5

"I'm working as hard as I can!" snapped Steel while continuing to type.

4

"Maybe I can- (reverts) OH COME ON!" complained Ben towards the Omnitrix.

3

"I guess this is it." smiled Black Cat sadly, glad to meet these people but regret not knowing more before death.

2

Randy crossed his fingers, Scarlet Witch and Black Cat hug each other worried, Ben continued tapping the Omnitrix face-plate angrily, and Max Steel sighed under his helmet.

COUNTDOWN ABORTED

The heroes look up relieved to Steel, who finished typing while folding his arms and looking at the heroes pridefully with his one eye.

"Told ya so." nodded Steel before everyone noticed something glowing. They turned to see the stone tablet with the gems glowing brightly.

"Um, what the cheese is that?" asked Randy curiously as the group walked toward the tablet and looked down on the gems. As if in a trance, they each took out a gem; Ben taking out the green one, Black Cat taking out the black one, Randy taking out the red one, Scarlet Witch taking out the pink one, and Max Steel taking out the blue one.

"Steel, do you know what these are?" asked Max Steel confused while looking at the blue gem curiously under his helmet.

"They must be the Dino Gems I heard about." guessed Steel.

"Then why is there a pink one, and if I recall correctly, there is no Pink Dino Thunder Ranger?" asked Scarlet Witch as Steel rubbed his head.

"Their energy signatures are all the same, yet so different." wondered Steel. Before anyone could reply, the gems began glowing brightly as they embed themselves into the heart area while energy began traveling around the heroes in their respective color before they each heard voices in their heads.

"The Transforming Officer." said a childish voice in Ben's head.

"The Beautiful Heroine." said a beautiful voice in Black Cat's head.

"The Martial Artist." said a teenage voice in Randy's head

"The Destiny Sorceress." said a monotone voice in Scarlet Witch's head.

"The Cyborg Mechanic." said a semi-robotic voice in Max Steel.

"Guys, what's happening?" asked Steel confused as the energy traveling around the heroes fade away towards their hearts. Once it stopped they look at each other confused while checking their heart area.

'What was that?!' thought the heroes and heroines.

(Bomb Site)

The next day, the five heroes and heroines were still standing on the island in the bay, gazing over the city

"That's quite a view." commented Scarlet Witch.

"Somebody aught'a build a house out here, because this. Is. The Cheese!" replied Randy with his wrists behind his head.

"We made a pretty good team, don't we?" asked Black Cat.

"Yeah, maybe it can be permanent." answered Ben while looking at Black Cat smiling.

"Ben's so crushing on the cat girl." whispered Max Steel toward Randy and Scarlet Witch.

"Anyway, to make sure we keep in touch, Ben and I made these." informed Steel as Ben took out 5 yellow communicator discs with a white T in a black circle on the front.

"Wow! I never thought of you as a tech kind of guy, Ben." commented Scarlet Witch as she took a communicator, along with the others except Steel.

"Well, with a large roster of aliens, one of them is bound to be super smart." grinned Ben as he put his communicator away.

"Guys and girls. (others look at him) If we're going to be a team, then maybe we should tell our secret identities to each other." suggested Randy sadly as the others look down except for Ben.

"The Ninja's right. What's a team without trust? I'll start first. (helmet disappears to reveal blue eyes and brown hair, similar to Ben's style) My real name is Max McGrath, and my hero alias is Max Steel." introduced Max, surprising the others, except for Ben.

'He's like Danny Phantom.' mentally compared Ben, remembering Danny Fenton's hero alias.

"I'll go next." nodded Randy while he took off his mask as his suit became bandages before they retreated to the mask, revealing Randy to have purple hair in a mohawk-like fashion and blue eyes a little darker than Max's and wears a grey hoodie with a red shirt under it, black jeans and purple sneakers.

"I am Randy Cunningham, the Norrisville Ninja." grinned Randy as the others gawk at him.

"IS THAT YOUR ACTUAL HAIR?!" yelled Max while pointing at Randy's hair as Randy face-palms.

"Oh my Bruce. OF COURSE IT IS! WHY DOES EVERYONE SAY THAT ABOUT MY HAIR?!" complained Randy, remembering the comments he received when he became a High-school Freshman.

"Well, sorry. Purple's a very uncommon color for hair." nodded Steel along with the others.

"You guys already know my I.D. Ben Tennyson a.k.a Ben 10." introduced Ben as Black Cat look at him sadly, reminded of another Ben that died.

"I haven't politely introduced myself. I'm Wanda Maximoff, a.k.a Scarlet Witch." introduced Scarlet Witch before everyone looked at Black Cat. Black Cat sighed before removing her domino mask while her hair changes to platinum blonde, surprising the others.

"My real name is Felicia Hardy, the Black Cat." introduced Felicia as Ben leaned in while gazing at Felicia's eyes.

'Felicia, what a beautiful name.' swooned Ben as Max, Scarlet Witch and Randy rolled their eyes.

'So into her.' thought the three before Steel fake-coughed, getting their attention.

"Now that I have your undivided attention, I should tell you that we could get our house built sooner than you think. (the others smile) Ben, do you have any aliens with super-speed? (Ben nods while giving a peace sign, signalling two) Alright, here are the blueprints for our house. (displays holographic blueprints) Think you could build this?" asked Steel as Ben nods while activating the Omnitrix, sliding down the face-plate before slamming down the dial, transforming into a semi-armored Velociraptor. He has black wheels on his feet and wears a black helmet with a visor resembling a blob X. He has 5 blue stripes on his tail. He wears the Omnitrix symbol on his chest.

"XLR8!" cried the Kineceleran as he began zooming to the mainland and back several times.

"His helmet looks like my Speed Mode's." compared Max as Steel nodded while XLR8 continued his work.

Yep, this is the start of the greatest superhero team ever made.

Omarnosian10: Alright. Here's the appearances of the Marvel characters in the Marvel Wiki.

Felicia: Earth 92131, except for the collar and my eyes are blue.

Wanda: Earth 616

Pietro: Earth 616

Cain: Earth 6109

Magneto: Earth 11052

Omarnosian10: Alright, now for the other 3's explainations.

Randy: Possible future where I defeat the Sorcerer.

Max: Possible future after Season 2.

Ben: After Ultimate Alien, but the Omnitrix kept the Evolutionary Function.

Steel: Speaking of Omnitrix, is it possible for Ben to turn into an Ultralink, like me?

Omarnosian10: Yes, but it won't be shown for a few chapters. TITANS, OUT!