On the planet earth, in the city of Bellwood, we see several alien species walking side by side with humans. Ever since the defeat of the incurseon empire the earth civilizations have gained peace with all species throughout the galaxy.

And like regular life there are bound to be hiccups, like for instance (CRASH!) the big alien pig that was just thrown through a window of Max's plumbing. "(Squeal!) I thunder pig shall invoke vengeance upon you Ben Tennyson!" The swine said.

And stepping out of the store's window, the all powerful alien shapeshifter himself, Ben 10. Currently in the form of his only alien, but still unstoppable form, Omni. "Don't even think about it Thunder Pig, you couldnt last more than an hour against me before" The Omnisapien taunted before morphing his arm into Wild Vine with the hand of Diamond Head.

"Compared to you I'm A-Mace-ing" Omni quipped before swinging hit new mace arm at the space pork. And gave him a real nasty right hook, "really, trying to break into the plumber base only to forget it's in space?" Ben scoffed.

"Not so fast Tennyson" a voice called out behind him, looking back the alien lizard saw Rojo riding towards him on her hover bike. "When I'm done with you the doctors will be confused which end is up during the autopsy!" She yelled.

Before the biker girl could get close Ben had already turned his tail into Spider monkey's and shot a web snare at the bike. Tethering it to the ground, "Yeah no" Omni said before goin intangible letting her pass by harmlessly. Then sling shot her back into a mailbox, "Tennyson, I will... Blaargh?!?!?!" Animo was about to say.

Had it not been for Ben who blasted water at him curtesy of Water Hazard's Arms and knocked him off the mutant he was riding. "I'd like to say, chill out" Omni quipped before using Big Chill's ice breath to freeze both the scientist and his creation solid.

"Is it just me or do we even need to be here?" Gwen asked leaning against the wall of Max's plumbing. Ever since graduating from college a month before Ben gained his Omni form, she moved back to Bellwood with Kevin tagging along to help her cousin. But now it seems like with his new powers Ben's been handling things a lot easier, "I also share the same opinion Miss Tennyson. Ever since Ben Dude had gotten his new Omnisapien form, it is like he is able to handle almost every situation that happens which gets picked up on Plumber Radar" Rook replied.

"Eh just leaves more relaxing time for us" Kevin remarked watching the fight, then all three winced as their friend had just grabbed Trombipular by his trunk and swung him around like a sling. "And that's why you should always cheer up, never want a long face" Ben chuckled dusting his hands off. "Or nose", Kevin then checked a timer he had, "Rook you owe me fifty bucks" he was "w-w-what?! Why do I owe you money?!" He exclaimed.

"Remember our bet? if Ben beats all these bad guys in less than fifteen minutes winner gets fifty bucks" the Osmosian replied. "And just for the record, it's been fourteen minutes Rook just scowled, then took out the money and handed it to Kevin, "you two can be so childish" Gwen remarked. "And here you were eight years ago saying that about me" Ben laughed as he reverted back to human, "well you still are a bit of a kid, but you also make a better hero cousin" Gwen replied.

"Thanks Cuz, So anyone up for..." Rook then, out of nowhere handed Ben a smoothie "got them on the way here" Kevin said as they all started to down their drinks. That's when Max appeared "great work team, you're improving on your versatility Ben" he said.

He shrugged "it's nothing big, after all you've all seen Skurd. My powers are basically the same". "Similar, since you have more control Ben you are able to change on reflex" Rook commented, then threw a random can at Ben's head. The hero saw it coming and dodged it, then turns his shoulder into Lodestar's and made the metal fling back at him. Right into the Prototool he was holding also might I had

"Rook's right, the control over your powers has increased" Gwen commented, "I guess, it is kinda lonely having only one form though. Would nice to have extra variety again" he said when a loud explosion was heard, "I believe I can do that for you Ben" a familiar voice said from above. Looking up they saw Charmcaster in the same attire she wore during the original series.

"Charmcaster?!" Gwen gasped looking at the voodoo bag her enemy owned, "thats right I escaped Gwen, and now that I'm out, I'll be taking your cousin's power for myself" the silver haired witch said. Then formed a magic circle in the air "really you tried to take my power already when we were kids Charmcaster" Ben remarked before becoming Omni again and hovered to her height. "Do you really think you're gonna be able to do that again?" He asked again, "you know the saying, when all else fails try and try again" she replied before shooting a mana bolt at him.

The alien lizard dodged before using Echo Echo's mouth to release a devastating sonic scream at her. Charmcaster winced at it, but then used a spell that rebounded the blast at him, "I've improved my bag of tricks" she smirked before creating a pink magic circle above her hands. "And here's he part where..." the sorceress was cut off when the team on the ground was firing at her, "pesky pesky pesky".

He then snapped her fingers making the group scatter at a mana explosion, "now this is the part where... OW!?!?!" She exclaimed as Ben tackled her down back in human form. As well as break her magic circle, "what was that you were saying?" He asked pinning her down, the girl's scowled before realizing her enchantment circle was broken. "No! What have you done?!" She gasped, looking up Ben saw the damaged glyph, then out of no where it sparked with pink lightning and struck them both.

"No!!" Max and Gwen exclaimed seeing that their villainess's plan may have succeeded, and after an explosion which sent each person flying to either side of the street. "Ben! Ben are you okay?!" Max said rushing over to his grandson, "owww... still alive..." his voice replied. And then the sound of flesh being manipulated, "maybe he's transforming to heal faster" Rook suggested.

"Okay Charmcaster, fess up! What did you do to my cousin?!" Gwen yelled at where the magic used had landed. No response came, but there was a small "ribbit", bewildered and confused the team looking to where she landed. And all that was there were her clothes, "where is Charmcaster? And why are her clothes here?" Rook asked, "you don't think she may have stripped and ran do you?" Kevin asked curiously. Only to receive a slap to the back of the head by Gwen, "OW?! What was that for?" He yelped rubbing the back of his head where she hit him. "If you so much as think of her naked I am going to hurt you" Gwen warned.

That's when the frog call was heard again, looking to the robes where Charmcaster once stood, they saw a small frog jump out of the neck hole. "I think we found her" Max said as rook picked up The sorceress turned amphibian and placed her in a jar.

"Though I doubt she'll start talking anytime soon" Gwen commented as Charmcaster made a rather rude gesture at her. "Did you just see that?! She... she gave me the..." the annodite gasped enraged seeing the amphibian flick her one.

"Talk about having a frog up your throat" a female voice said behind them, looking back they saw a teenage girl, looked about eighteen. With long, oddly gorgeous brunette hair, radiant emerald eyes, and the most oddest feature she was wearing the same clothes Ben was wearing. "What?" She said slightly wobbling, "Uh... who are you?" Gwen asked, she tilted her head in confusion, "really Gwen, you don't recognize your own Cousin?" The girl replied.

Everyone stood there stunned, "Ben?!" "Duh? Who else do you know who has this?" She asked pointing to the Omnitrix. All stood flabbergasted at who the girl really was, "uh you may want to look in the mirror Ben..." Gwen said, "Ben" cocked a brow in response, then went over to a window. "Why? Do I look different?" She asked before looking and went wide eyed, "no... no no no" she repeated feeling her hair and saw it was longer.

Then felt around her waist and realized it was more thinner and slender "please tell me I'm still unconscious from getting knocked back by Charmcaster..." the girl pleaded before feeling her torso... and found that her former manly pecks was now a pair of rather large womanly assets. And he didn't even want to check another to make sure, "I... turned into a girl!" The now girl Ben muttered.. then fainted.

"We should probably get her inside" Rook said as he and Max lifted up the Hero turned Heroine and carried her to the rest and they were teleported up to Plumber Base.