I don't own Ben 10 or Justice League

The city was quiet at night, looking down on the street-lights from the rooftops almost reminded Ben of the view from his headquarters… boy, was he a long way from home. The buildings were all retro, the vehicles looked like they did when he was ten, and he couldn't see a single illegally parked alien ship in the dark skies. Taking a step back from the ledge, he turned and looked up at the glowing neon sign reading 'Stark' in big blue letters.

With a long sigh, he glanced back down at his thin-green wristwatch, pulling up an emerald holographic map with just a thought; the data took only a few seconds to process but, the results were as he thought.

Ben groaned and dispersed the hologram, lowering his watch back down to his side, "No Plumbers, no Bellwood, no headquarters, and the most concerning… no Omnitrix signals."

He muttered to himself, there wasn't anyone to relay this information to but, he figured it wouldn't hurt to review his options out loud… call it force of habit. He took a few more steps back and leaned his back against the stairway roof access door, pondering on how he got to this point.

…

B-Prime Timeline; Bellwood; November 15th 2028; 2:00AM

Looking over holographic blueprints, displayed by a circular control-center, for the reconstruction of Downtown Bellwood, following the third Vilgaxian invasion, it was an incredibly late night for the hero of heroes; he sipped a cup of hot-coffee to keep his energy flowing, reaching out to interact with the hard-light hologram, shifting buildings into more appropriate places.

"Are you going to turn in for the night, sir?" A man in a two-piece black and white suit, sporting an ear-piece in one ear, asked politely as he approached the exit.

Ben fought back a yawn before responding, "Actually, I was going to finish this up first, you can head out though."

"Are you sure, Mr. President?"

Ben almost rolled his eyes, he'd never get used to that, he only took the job so that in times of crisis he could command Earth's intergalactic-response military effectively.

"I'm only going to be President for a few more weeks, besides, I'm Ben Tennyson. Do you really think I need secret service watching me twenty-four-seven?"

The guard chuckled before reaching for the handle and opening the door, "I guess not, sir, goodnight!"

"You too!" Ben shouted over his shoulder to him as he turned to continue his work on the reconstruction of his beloved city; he dispersed the entire map looking down on the hourglass symbol emblazoned in the center of his headquarters. Taking his time, he stepped over with long strides to a small table containing a dozen bottles of expensive liquors.

"Ya know, each one of these were delivered to me by a different country; thanking me for stopping the entire invasion by myself," he took a glass and dropped a few cubes of ice into it before pouring himself some dark-brown whiskey, "So, what confuses me, is why you'd think it a good idea to attack me here, in my own headquarters!" he turned around with his drink leisurely in his hand.

From the shadows stepped two figures; one dressed in all black, combat boots, purple armor, and a helmet disguising his glowing face. The other was a female dressed in a very inappropriate pink silk garb wrapping around her rather large bust, pelvic area, and periodically down her legs leaving much skin exposed. She used her long staff, as tall as herself with the skull of bird-like creature attached, as a walking stick tapping the ground with it with every step.

"Eon and Charmcaster; to what do I owe the pleasure?" Ben sipped his drink with a satisfying exhale, "Where are my manners, want something to drink?"

They were stale and disconnected, narrowing their eyes at him, "Hope," he addressed her, closing his eyes and thinking back, "I remember you were a… vodka cranberry type-of-girl, right?"

"Enough," Eon announced surrounding his hands with purple energy and clapping them together, doing-so summoned eight men in black armor and helmets kneeling before them.

Charmcaster didn't hesitate either, only smiling and lifting her hand where pink electricity struck the ground in front of them, "Actually, I prefer my vodka on the rocks…"; from the concrete and steel holding up the skyscraper, six bulky rock-creatures imbued with pink magic engraved into their skin formed and stood alongside Eon's warriors.

"Really? We can't talk this out? Just this once? It's really late and I've got things to do," Ben chided nonchalantly putting his glass down on the metal-tray table, "What is it exactly that you two want… other than to kill me?"

Charmcaster aimed her staff at him, "It's not that complex this time, Tennyson, we just want you gone!" from the eyes of the decapitated bird-skull came a bolt of yellow lightning flying towards the hero whom only barely reacted.

"Contigo!" he formed a pink-barrier which deflected the electricity giving him enough time to reach for his Omnitrix; he twisted the dial activating it and sending a bright green wave of energy across his entire body leaving the hourglass symbol on his chest. His muscles bulked up, he suddenly formed an eight-pack, and he grew four or five inches in height, "Fourarms!" he shouted as he dispersed his shield, slammed his fists into the ground sending his opponents off balance, and charged into the crowd of ninjas and creatures.

Eon and Charmcaster split up going around the room in opposite directions leaving Ben surrounded on all sides by minions of one form or another, "Come on!" he shouted as they all approached at once. With all the strength of a Tetramand he punched right through a rock-creatures head, sending it to its knees, and turning to round house kick an armored ninja in the chest hitting the control console with an explosion. One of Eon's soldiers swung a purple-energy blade with the intent of cutting Ben's head off but, failed as it only took three fingers for him to shatter the blade, sending the solider flying with a single palm strike to the chest.

Eon met with Charmcaster behind the fight that was currently taking place, "They can't handle him, that's obvious, right?" she noted folding her arms across her chest, her staff staying up-right without being held.

They watched as Ben held one of the men by his helmet, off his feet and over his head with one hand whilst simultaneously plunging his fist through the chest of a magically animated creature with the other.

"This Ben Tennyson seems to have mastered a different set of abilities than the ones we've seen so far…"

Ben tossed the incapacitated thug across the room hitting several others and knocking them over giving him the perfect opportunity to slap the symbol on his chest unleashing another wave of green energy across his body. As the wave spread across his skin, the muscles deflated but, his forearms were encased in violet-crystals up to his elbow, "Chromastone!" he used the durability of his fists to backhand a creature's head clean off its body, the others stepped back in hesitation.

Charmcaster scoffed and grabbed her staff, pointing it at the surrounded hero, "Don't just stand there, kill him!"

They all prepared to dog-pile on top of him, Ben stood letting them approach as they grabbed his arms, legs, and neck attempting to restrain him. However, suddenly all the magical energy in their bodies drained slowly, the mystic-scripture carved into their stone torsos faded completely. Ben opened his eyes glowing a rainbow cascade of colors, using Chromastone's ability to suck the energy out of them leaving them as empty husks.

Without effort, he pulled on his arms and legs shattering their stone bodies like glass, leaving them to crumble into a pile of discarded rubble.

Charmcaster became aggravated quickly, pointing her staff at him once again and firing off a beam of purple mystical energy; Ben simply put his palms up absorbing the attack, magenta-lightning cackled around the crystals across his arms as he absorbed it. Only taking a few seconds, he redirected it into her chest pushing her off her feet, hitting the wall and denting the metal with her back.

"This has gone on long enough," Eon lifted his hands at Ben, surging them with purple-electricity, his trademarked time-prowess prepared to age this Ben Tennyson into dust, "I'm ending this."

"Good idea," Ben smiled and slapped his hand on the Omnitrix symbol still emblazoned between his pecks, "Clockwork!" he shouted as a golden-metallic substance stretched over his skin replacing the diamonds only reaching further up his arms into his shoulder blades.

Between his palms, Ben formed an emerald spark which soon surrounded both of his hands in the same manner as Eon, energy tailored specifically to manipulate time-itself, both fired beams of that energy simultaneously colliding with a shockwave rupturing the building. The shaking woke Charmcaster from her brief unconscious state, sitting up and brushing her long silver hair back behind her shoulder; she reached a hand out summoning the Staff of Ages back into her grasp from across the room never taking her eyes off of the battle in front of her.

Intense green energy cascaded together with purple sent a navy-blue light shinning through the room, so bright it could be seen from the ground floor, "You can't win, Eon!" Ben shouted as the beam-struggle suddenly took a turn in his favor.

His boots scuffed the floor as he was pushed back on his heels, trying desperately to match the power of the Omnitrix but, failing all the same; seeing this happen, Charmcaster narrowed her eyes gripping her staff with both hands and stabbing the concrete with it, "Abeo Exorior!" Eon gleamed with a pink-hue outlining his entire body, the energy mixed with his own causing an entirely new phenomenon. His energy changed and thus did the beam-struggle he was still locked in with Ben; cracking open space and time ignited an explosion of concussive force, leveling the entire floor and blowing out the windows of the sky-scraper.

Ben barely managed to maintain his balance, holding tightly to a support-pillar in his normal form, dusting off his grey-short sleeved shirt and making sure the white hourglass insignia wasn't stained, he analyzed his surroundings and found a portal sitting in the center of the room. It surged with black electricity and pink glowing energy, although; he couldn't tell where it would lead.

Eon dusted himself off and gave Charmcaster his hand helping her to her feet, "This Tennyson is far too difficult to persuade, there must be other allies we can manipulate," they both spotted the portal at the same time; Eon only took a few seconds to stare at it before realizing what it truly was, sensing the sotobro effect in time itself. He didn't hesitate to pull on her hand leading her towards it, "I sense powerful evil through here, perhaps we can complete our plans elsewhere…"

Ben took a step towards the portal immediately realizing his ankle was injured and likely sprained in the explosion, he reached for his Omnitrix but, Charmcaster held her hand out at him, "Freeze, I blast you once in this form and you'd be unconscious out that window," he drew his hand back in response to the pink fire billowing from her palms; she stepped slowly through the portal behind Eon whom seemed less concerned with Ben suddenly. Once out of sight, Ben quickly slapped his wrist without looking only he didn't mutate, rather, the transformation was slight and located on the backs of his shins where small spiked grew. His foot changed shape in miniscule ways that allowed him to withstand intense friction.

"Fasttrack!" He dashed through the portal microseconds before it closed, he felt an odd combination of sensations; a flash of bright colors from every direction until it all became something else instantly, a dark ocean. No, there was air, he was falling through the sky; a flood of adrenaline and anxiety rushed into him as the ground approached quickly.

Quickly he slapped his Omnitrix symbol creating a green silhouette of a phantom followed by a bright flash; his skin turned a ghostly pale and his eyes flooded purple-black, "Ghostfreak is definitely not one I like to use often," he muttered in a raspy voice as he stopped his momentum mid-air, making his way to land atop the nearest rooftop which was a massive building as he was still hundreds of feet up.

…

Marvel 616 Timeline; New York City; November 15th 2014; 2:25AM

It was still the middle of the night but, something else was wrong; the skyline was different, the cars looked older and still drove on wheels, and definitely wasn't in any city he'd seen thus far.

He knelt down feeling his ankle with his right hand, it was swollen and would likely need a day or two to heal; he leaned his head back, exhaling an exasperated sigh which he could see due to the cold air in the city. With no time to think, an alarm blared from down below, a bank being robbed at that very moment only two blocks from him.

Putting his hands against the wall he pulled himself up and cracked his neck, "I guess it's always hero-time no matter what Universe you end up in…"

He reached for his Omnitrix and twisted the dial once again sending waves of emerald genetic energy through his body, "Jetray!" His eyes turned bright green and his forearms grew crimson scales and with the strength of a hundred men, his injury felt miniscule proceeding to leap off the edge of the rooftop, diving head-first toward the streets.

Mere feet from certain death he turned at a right angle flying above the side-walk without aid, his speed was impressive enough for people to point as he passed, even in the dead of night people were still around enough to see the spectacle, "This city sure has a lot of night-life…" he muttered as he levitated toward the scene of the crime.

Four men approached a get away car with a fifth suspect in the driver-seat, it was an inconspicuous four door sedan but, it was all they needed. Once they had piled in but before the driver could peel away, green neuro-blasts carved into the now smoldering asphalt. Ben floated down gently landing in front of the car blocking its path, "I'm not from around here but, I highly doubt that was a legal transaction."

The driver panicked hitting the gas and accelerating dangerously into him, however; the bumper was crushed on impact with Ben's kneecaps, stopping the car in its tracks. He put a hand-out and rested it on the hood with a smug grin; the man in the passenger seat grabbed his weapon and opened the car door, triggering his partners to do the same from the backseat.

Ben took a few steps back and pounded his Omnitrix causing another flash of green light to briefly stun the thugs but, they recovered quickly enough to notice the hero's transformation. He was taller, bulkier, and his muscle mass had grown significantly; his veins popped all across his arms leading to jutting singular claws from his knuckles. With the powers of an Appoplexian, he was strong and fast enough to take them all on at once but, he could tell they weren't smart enough to attempt that.

The driver was stunned, not getting out of his seat or even unbuckling his safety-belt; the lead thief cocked the barrel of his glock and pointed it up into Ben's face not hesitating to fire a round at point-blank range. The gun-smoke cleared in seconds but, he never fell or even flinched, he stood there with his mouth slightly ajar. Once the thief could see what happened, he dropped his arm taking a step back; with his lips parted they could clearly see Ben's sharp canines with a smoking bullet caught between his teeth.

He spat it out into the empty street, "Is that all?"

He raised his weapon back up to eye level and shot again this time unloading his clip, however; Ben moved with genius precision and feline-grace dodging the bullets and pouncing into the lead thief, pushing him off his feet and into the hood of the car. The driver nearly peed his pants as the other two men aimed and open fired on Ben who jumped twenty feet in the air, stunning them both, and landing between them backhanding one on the right into a pair of trashcans by the curb. The one on the left pulled his gun back up toward the hero of heroes but, he wasn't in the least bit intimidated. He swiped across the air, slicing the barrel of the weapon from the base, clattering on the ground as a hunk of plastic.

Ben finger flicked the man in the forehead with equal force to that of a professional boxer's right hook knocking him off his feet and unconscious; the driver took his back turned as his best opportunity to book it, peeling off towards the open road.

Ben slapped his chest once more, "Artiguana!" his fangs were the only part of his body that didn't change back into its regular size, growing gills into his neck and claws from his fingertips. He was quick enough to exhale a blast of glistening blue energy from his lungs, freezing over the road and causing the get-away car to slide into a lamp-post.

Green waves of energy practically sucked the mutation and its power back into the Omnitrix on wrist flashing as it did so; putting his hands on his hips, Ben looked around noticing the sirens in the distance he figured his work was done.

From the upper-atmosphere, something broke the sound barrier as it approached ground levels; it was a metallic humanoid figure, his chest and hands shun bright-blue as did the cold eyes silhouetted by darkness. Using some sort of propulsion from its hands, it slowed its approach yet still managed to crack the asphalt with its landing.

"Impressive, though regular old bank robbers are usually the cops job," the man was obviously sentient and in some sort of armor, the face-plate opened up seamlessly, obviously far more advanced than anything else around, "Thanks for the assist…" he left the end of his sentence open for an answer.

Ben looked over his features, he was a white-man with jet-black hair, incredible jaw-line and cheek-bones, and a dashing goatee almost similar to his own; the confidence wafting off of him in waves was similar to his own, "Ben Ten Thousand, I assume you've never heard that name though."

"Doesn't ring a bell…" The man looked puzzled, "And you look just as confused as I am so I'll go out on a limb and say you don't know who I am."

"I'm a little far from home and could use an assist; are you a hero around here or a super-cop or something?"

He chuckled, "Oh boy, yea," his face-plate closed up as he started looking Ben up and down, "I'm getting some off the charts tachyon-radiation coming off of you, and whatever that thing on your wrist is…" he stopped for a second as his face-plate opened up again and the man took a step closer, "My name is Tony Stark; I'm a hero named Ironman, how far exactly did you say you were from?"

…

Avengers Tower; New York; November 15th 2014; 3:40AM

"This is my lab," Tony swung his arms open at his work-space including a rather large computer, several work-benches, six glass pods each containing a different unique armor-type, and scanners of all varieties, "This is where I create these powerful suits to help man-kind… while looking awesome."

"I have something like this back home but, I'm no genius, most of the time," Ben was caught gazing around the room when Tony reached over and grabbed his wrist, "The scanners in my suit can calculate to the duodecillionth decimal and they couldn't even get a read on how many joules this thing is putting out."

Ben chuckled letting Tony look it over for a moment, "I have reason to believe I accidently landed in an alternate universe, or timeline…" he pulled his hand away and lifted his wrist to show off his watch, "In my reality this is the most powerful device in the Universe, it has the genetic code of every alien species in the cosmos stored away so that I can access them whenever I need to."

Tony was wide eyed, taking one step at a time, "You are radiated with tachyons, what you would hypothetically find in a time-machine; and that device is definitely beyond anything I've ever seen."

"Not only crossing through special-dimensions but also through time, this Earth is not nearly advanced as mine, I left twenty-twenty-eight at night and it still seems to be night-"

He facepalmed, "You're about fourteen years ahead, pal."

"I didn't just come here randomly; it was an accident caused by two villains from my reality, if they're out there-"

"Slow down, who are they, what can they do?"

Ben rubbed his chin and though back, "Eon has the ability to control time and Charmcaster is a sorceress with all kinds of abilities."

"They came here through the same portal that you did?" Ben nodded as Tony turned back to his massive computer monitor, activating a holographic key-board display and typing in certain command codes, "That means they were irradiated just like you, I can use my satellites to look for those particles and boom we've got your guys."

Ben felt relief, leaning back on a work-bench incredibly exhausted, "I'm guessing it could take a while to pinpoint them, right?"

Tony nodded, stepping back over and putting a hand on his shoulder, "You look like shit, why don't you rest for tonight and tomorrow we can help you get these guys?"

"We?"

He chuckled, "I guess I didn't mention, this building? It's Avengers Tower, I'm the leader of Earth's mightiest heroes."

Ben was stunned for a moment as Tony led him by the shoulder towards the exit into a corridor of elevators, "Jarvis, prep room eighteen-b for a guest," he announced to the ceiling.

"Of course, sir."

Ben nearly jumped at the artificial voice that came from the ceiling in a British accent, "Maybe some sleep wouldn't kill me; are you sure it's okay?"

Tony smiled and shrugged, "I saw how you stopped those thugs and everything about your story checks out, plus; my suit's been reading your heartbeat for irregularities the entire time so I'd know if you were lying."

"Well, I'm glad to have met another hero to help me out," Ben extended a hand for Tony to graciously take with his iron-grip.

"Likewise."

…

Ben woke suddenly, ripping the blankets off and giving the room a quick scan; he felt his own pulse for a second, also feeling the sweat that collected on his skin.

"Good morning, sir. It's November fifteenth, twenty-fourteen; the average temperature for the day in New York is a crisp sixty-two degrees Fahrenheit," Jarvis, the British A.I, didn't startle Ben this time having remembered him from the night prior, as he spoke the entire right wall vanished giving him a perfect view of the city below, "It is currently ten-thirty-seven in the morning and Mr. Stark has requested you meet with him in the main hall at your earliest convenience."

"Thanks… Jarvis," Ben muttered swinging his feet over the side of the bed, pressing his soles against the cool-tile; he looked out over the hustle and bustle of the city through the highly advanced glass, "At least this reminds me of home."

After taking a hot shower, Ben re-entered the room to find his clothes neatly stacked on the bed, folded perfectly, "I took the liberty of washing and pressing your clothes, sir."

With wide eyes, Ben grabbed his still warm from the drier shirt and held it against his face, "You rule."

…

Ben followed basic instructions from Jarvis to navigate through the halls making his way into the lounge where there were other strangers besides the one he met last night going about their business.

Tony was in his armor once again, opening his face-plate once he noticed him, "Oh, cool your up," he was currently at the kitchen counter working on a thin gauntlet with sawdering equipment; he didn't take his eyes off of the project, "The satellites haven't found anything on Earth about your two villains but, I've turned on the deep-space scanners so, maybe we'll find something that way."

The other two slowly caught notice of him and approached; "These are some of the 'Avengers' you told me about?"

"Aye," the biggest, bulkiest one of them stepped forwards first holding up his grey hammer, he motioned towards him grabbing Ben's hand in an ungodly grip; he was nearly eight-feet tall, ripped as a body-builder in silver armor and a crimson cape, "I am Thor Odinson, God of Thunder; I hear you are a great hero from your world!"

Ben tried his best not to squeal as he gave his best handshake through the pain, "Yea, heh, that would be me."

Thor pulled away with a wide smile, "If that's true, you'll fit in just fine here," the woman next to him gave him her hand, noticing the slight pain he was in, she held it with both hands, "I'm Captain Marvel, Carol Danvers, if you don't wanna go by code-names," her hands lit up with yellow ionic energy, coating Ben's own hand with minor healing properties, "My powers can help to heal, among other things..." she chuckled at his response to his minor bruise being instantly combated.

"Like portable ibuprofen..." He announced holding his wrist as she pulled away.

He looked into her eyes and saw an ocean of blue, her golden blonde hair cut off at the shoulders where her blue hoodie started, "My real name is Ben Tennyson, I lost my secret identity ages ago so, I'm not too worried about code names."

"You're also from another dimension so, no one knows who you are," Tony added from the back as he tested the gauntlet by powering it on remotely, "And considering that, I figured it wouldn't matter anyways unless you plan to stay?"

Ben put his hands up in defense, approaching Tony with his restored hand, "No, I'm technically still President of Earth, I can't just stay…"

"Uh… repeat that?"

Ben opened his mouth to respond but, before he could explain, Jarvis interrupted, "Sir, there has been activity on your deep-space satellite scan for tachyonic particle-residue."

Tony left his counter-top project, opening his palm into an area of open space between him and the other three, projecting a holographic display of the scans, "Where is it coming from?"

"After factoring out natural phenomenon, the closest source is on a satellite moon orbiting Saturn, intergalactically referred to as Titan."

"Odin's beard," Thor gasped heavily as Stark displayed the Planet to them in detail, "Could it be him that plagues us again?"

Tony didn't want to think about it, dispersing his hologram by walking through it, "Guess we'll find out, wont we?" he moved on to his gauntlet still sitting on the counter, prepping it so that it pointed directly at them.

"Is there something I'm missing here?" Ben folded his arms as Carol stepped up next to them.

"Titan is the home-world to one of our most powerful enemies, Thanos; if this guy you're after is with him, we might be in for a show."

Tony opened his armor entirely, revealing his actual body for the first time since Ben had met him; he stepped out of the metallic-shell nonchalantly in a t-shirt and denim jeans, "Jarvis, deploy model forty-two," as the mechanics in the building audibly shifted, they followed the genius with their eyes as he strutted across the room, "I also figured Jarvis would locate your evil-doers within twenty-four hours so I took the liberty of modifying an old prototype teleportation device to my armor."

"As cocky as ever," Carol muttered with a short smile, "Should I get the rest of the team?"

"Rest of the team?"

Tony put his hands on his hips, "Titan is a dead world, even Thanos doesn't live there anymore; maybe this Eon character is just after some Titan tech or artifacts…" He approached the far wall on the other side of the room, next to the fully stocked bar, where a suitcase was deployed from a compartment on the wall.

Carol put a thumbs up, "Whatever you say, fearless leader."

Tony put the suitcase down on the counter next to the gauntlet, he put his finger on the lock but, instead of opening the case, it scanned his fingerprints. Within seconds, a smart-liquid nanotech suit enveloped his body, slowly covering his entire person in onyx-black armor with golden-trim and a crimson glowing arc-reactor core powering it. Several bright-red power sources lined the armor at every major joint, including a large one in the center of his chest. The faceplate melded over his head, forming a helmet with glowing red eyes, "I think us four can handle a simple recon mission, hopefully."

"You don't sound too confident…" Ben muttered as Ironman reached for the gauntlet, sliding it over his arm; the nanotech armor melded with the gauntlet, taking control over the tech within it.

Tony shrugged, "Coincidentally, everyone here can breath in space; so, might as well wing it since I don't feel like giving everyone life support tech."

Ben twisted the dial on his watch sending waves of emerald energy over his body, "Big Chill!" his entire right arm grew thin and frail, turning blue as the mutation spread up over his half of his face and torso.

Thor backed away for a moment, "He shares the cold magic of the frost-giants, are you another one of Earth's wizards?"

"No, it's just an alien shapeshifting device," Ironman said, almost sounding a tad envious as he fitted his new gauntlet, typing coordinate commands into the side of it.

Ben shrugged as Carol poked his arm from behind, "You have got to get me one of these, Stark."

Thor reached his hand out to the side, willing something with his mind as an object flew from across the room with blinding speed, perfectly placing itself in his hands. A thick grey hammer with mystical inscriptions and a brown handle sent surges of electricity across his body, layering him with armor from thin-air.

"Is everyone ready?"

…

Couple notes:

This is Ben 10,000 from the Ultimate Alien episode "Ben 10K Returns" with the only difference being that his Omnitrix gives him slight mutations instead of transforming. It always bothered me that he mutated to fit Humungusaurs abilities but, didn't change physically for any other alien.

We never discovered what type of life this Ben 10,000 lived so we don't know if he's married or has any children, for the sake of the story, I'll say he's single.

This isn't any specific Avengers media, like the MCU or a specific timeline or comic-run; there isn't any specific media im going to emulate, and because of that, this Avengers team is going to be a composite. Certain characters might be around, even if it wouldn't make sense for them to be in the same time and place as another character. Think of this AU as one completely unique Marvel-616 reality amongst the infinite possible timelines that exist.

I choose Ultimate Ben because I personally think he's been shit on too much because of the way he was showcased in Ultimate Alien; he's still Ben Tennyson and I really enjoy his power-set, making him almost Superman-esque in a way.

The way his powers work here are pretty plot based, the mutations will never limit him or hinder him, like making him small when trying to access Grey Matter's brain-power; his mental connection with his Omnitrix allows him to instantly decide what power he needs, what he needs it for, and what minor mutation serves that purpose best.

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