Inside a record store in Japan, two employees are stacking CDs. "who's this Ricky Mathis Chump anyway?" One asks, "I don't know but his fans sure seem to like him, can't keep his light pretty boy single on the shelf" the other said.

At that moment numerous fans start beating down the doors. All of them screaming "RICKY! RICKY! RICKY!", a second later before the two knew what happened the doors opened and they were trampled by fans.

Right now Ben Tennyson, wielded of the Omnitrix and savior of the universe, well another universe was waking up on his bed. Ever since he joined the World Organization Of Human Protection or WOOHP, he's been going on numerous missions with his three friends Alex, Sam and Clover. Three girls native to this universe.

He checked his clock to make sure he wasn't late for school. Like always, Ben never like school, honestly who wouldn't? However due to his regressed age Ben had to, apparently that portal managed to regress his age back to 16.

"5:40? Huh not a bad time to rise and shine" he said getting out of bed and stretching. He decided to get a house in Beverly Hills to be closer to his spy roomies, in the event something bad happen and he could rush to their location and help out.

Be it one Ben or another, no matter what he can't help but be a hero or help people. After getting taking care of basic hygiene, getting dressed and eating breakfast he walked out of his house and drove to school.

After getting to Bev high he managed to find his three spy mates and friends."hey girls" he greeted running up to them. "Hi Ben" Alex said, they all walked down the hall.

"So Sammy, any chance I could borrow your cashmere belly sweater tomorrow?" Clover asked, "sure that's what best friends for" Sam replied. "Hey what about me?" Alex retorted, "oh don't be ridiculous Alex, we can't both wear Sam sweater at the same time" the blonde said.

"We'll totally stretch it out", Ben face palmed but smiled at the humor they produced. "No Clover, I meant aren't I your best friend?" Alex asked, "awe well of course you are silly, that's why I'm gonna borrow your leopard print sandals tomorrow" Clover replied.

Ben sort of cringed, funny thing, on one of their previous missions they were baby sitting a baby leopard. While the girls were sorting out a problem that occurred, he was in charge of babysitting.

Little to say he grew close to the little wild cat and WOOHP allowed him to keep it. And now every time he sees leopard print he thinks that's his poor little Erza.

(A/N: the Ben's in the other universes sometimes share small memories and information. Our Ben happen to catch the Fairy 10 Ben's memory of how much he loved Erza and that's why he named the leopard that.)

"Girls please remember that I have a leopard and I don't want to remember almost seeing her made into a scarf" he said. "Oh right Ben, sorry" Alex said, "yeah oh and how's little Erza doing?" Clover asked.

"I still can't believe how much that leopard loves you" Sam said. "Right, any way she's doing fine. Funny thing she started to bring me my slippers in the morning reflexively" the shapeshifter said remembering the little kitten.

(This is how it looks)

"Awe how cute" Alex said, Ben then caught sight of Clover who was staring blankly out the window. Her subject of interest, Ben assumed, was a blonde guitarist.

"Yeah what's with all the drool?" Sam asked concerned. "Uh do you need something?" Ben asked. "Guys, I think I'm in love" she said. 'Like no one saw that coming' Ben thought, throughout his adventures in this world, or his everyday school days he's always seen Clover fawn over a guy.

"His names Daimon, I've seen him around, plays the guitar well" Ben said. Clover then rushed over to talk to him. "Is it just me or does Clover fall in love faster than" Sam said when Ben finished. "Mandy maxes out her credit card?" He said.

Sam giggles at how he finished her sentence, Alex laughs. They then saw said she devil appear in front of Clover and the guitarist. "Sorry Clover but Daimon's already got plans for after school" she said when Ben dashed over to hep him from almost falling in the fountain.

"Hey thanks Ben" he said, "no problem dude" the shapeshifter said giving him a fist bump. "He's going to the mall with yours truly", "oh yeah I forgot" Daimon said.

"As always you crush dreams" Ben said softly, Mandy turned to him "well I'm happy to change plans if you're interested..." Ben cut her off. "Fat chance" he said sternly, "the chances of me dating you are a million to negative one".

At that moment a small blur of yellow and black spots charged Mandy down and landed in Ben's arms. It turned out to be a small leopard, "meow" it chirped, "hey Erza, what're you doing here?" The shapeshifter asked cooing to the kitten.

"Awe Erza looks so cute" Alex said petting her head, "yeah no duh" Clover said. Sam also tickled the feline under her chin, soon all the girls around the fountain fawned over Ben because of his caring nature for Erza.

"Huh cute cat" Mandy said, Erza looked at her menacingly and hissed. "Seems like Ben's not the only person who doesn't like you" Clover taunted. Mandy growled and stomped away, the blonde then walked away with her dreams shattered.

"Don't worry Clover, I'll buy you that Latte after school" Alex said. "Or if you like I can... take you" Ben said sheepishly. "Beside wouldn't you rather spend time with us then that dimwitted musician?" Sam asked.

"Yeah I guess, also thanks Ben, you're too sweet" Clover said, "thanks". Erza then jumped onto Clover's lap and purred, "and she's the evidence, I remember when we got her, she always snarled at us, but thanks to you she's way more tamed" Alex added petting the leopard cub.

"It's just that I can't help but like Daimon, I just have a thing for musicians" Clover said, Erza jumped back on Ben's lap. "And she's back" he said as his kitten climbed onto his shoulder.

"I just have to find a way to get his attention off of Mandy and on to me", and after that the ground opened up beneath them and they all WOOHPED. Ben transformed into Omni and used Cannonbolt's powers and rolled into a ball after grabbing everyone so they will have a safe landing.

"Is it just me, or do our missions occur during major personal crisis?" Clover asked getting dizzy. They landed in Jerry's office, Ben uncurled releasing them. said British baldy was standing in front of them.

"Hello you four, nice of you to drop in" he said. Ben chuckled from his play on words, "nice for some of us" Clover said.

A screen then appeared and showed a picture of Ricky Mathis. "Ricky Mathis?  Never heard of him" Alex said. "That's because he's an over night musical sensation" Jerry said.

"In fact only today he's only released one single" he added on. "the optimistically titled rock legends", Ben sat up "he must be proud of his quick fame" the shapeshifter said.

Pictures of people foaming at the mouth appeared on the screen, "which makes it even more unsettling when there have been similar occurrences that have been happening around the globe" Jerry went on as Alex was making shadow puppets.

Ben chuckled at his friend's child like humor. "Something's up we just not sure what" Jerry said looking towards Alex, she stopped when he noticed the shadow puppets. "So where do we fit in?" Sam asked, "your mission is to go under cover to be the opening act on his world tour" Jerry said.

"In order to find out what makes his fans so fanatical", Clover then lit up, "you mean, we're gonna be in a real band?" She asked. "A real pretend one" Jerry answered, "this is so perfect, when Daimon finds out he'll toss Mandy like a day old muffin and come running straight to me" she said.

"He'll see me as his musical equal, I'll be irresistible" she went on. "Now all we need is a name", "actually ladies and Ben, we've already taken care of your name" Jerry said.

Later in the sky in the WOOHP jet it had the name Spiesx10, "but Jerr, that doesn't make any sense, there are only four of us" Sam stated. "True but the 10 part is for Ben, being his old hero name was Ben 10" Jerry explained. "Nice, maybe we can say that we play as hard as ten and members" Ben suggested.

"Hey look at these cool instruments" Sam said pointing to them, Ben walked over to the bass and started strumming. To his luck he wasn't bad, he was actually pretty good, great even.

Unfortunately for the girls they weren't so lucky, "glad Grandpa's guitar lessons  came in handy" Ben said. "Perhaps now isn't the best time for you to eh.. practice" Jerry said. The sound managed to break his glasses, "oops".

A voice then spoke up, "ow, that really hurt my ears", another voice spoke, "tell me about it". Ben looked behind the captains curtain to see his friend and cousin Gwen and Kevin.

"Hey guys" Ben greeted high fiving Kevin and hugging Gwen. Jerry then snapped his fingers and their gadgets appeared. "This weeks line is the expandable cable bungee belt" Jerry said.

Kevin then picked up a blow dryer, "the wind tunnel 9,000 tornado blast hair dryer" he said. Gwen then kicked her leg up and showed she was wearing heels with suction cups on the bottoms. "The suction cup bottom go go boots".

Jerry then picked up an earring, "the ultra sensitive earring microphone, and my personal favorite, Upwati" he said. "Upwhati?" Alex asked, "no Upwati, underwater""power walking""apparatus that's" "inconspicuous" they all finished the last line.

"Clever if not confusing name" Ben commented, "now good luck spies, or as they say in show business, break a leg" with that hey were all dropped at the bottom of the plane.

They drove to the London hip hotel in a limousine, "whoa look we have fans already" Alex said while the crowd mobbed the vehicle chanting "Ricky Mathis". Then stopped realizing their mistake. "Rude much" Ben said little did he know the guitar case holding the girl's Gadgets was starting to shake.

"Hmm?" When he did notice Ben opened it up and Erza jumped out and nuzzles him. "Erza why were you in the guitar case silly Leopard" he said cuddling the kitten.

When they got to their room the girls were astonished by the overall appearance. Even Erza jumped on the bed and started purring comfortably on contact with the sheet.

"I can't wait to tell Daimon about this" Clover excitedly said. Ben sat on the bed next to his cub and pet her, "still let's remain focused here" he said. If you're wondering how he managed to get her through hotel security Erza posed as a stuffed animal by lying still.

"Is that all she thinks about?" Sam asked. Clover then picked up the hotel phone and called said musician. Ben turned his focus to his leopard, "hey, Erza, want to be a deputy spy?" He asked.

His kitten vigorously nodded, "then do me a favor, I want you to explore the area wearing this special collar, and press it when you see something suspicious" he said attaching the collar to her neck. "Got it?" He asked, Erza did a cute paw salute, at that moment a chubby man with long back hair walked in.

"You must be the spies" he said, "spies that's ridiculous" Alex said panicky. Ben shook his head, "the band spiesx10 then yes we are" he said. The man then shook his hand and kissed Clover's, "I'm Phill Jinkins the tour manager, Ricky's very anxious to meet you" he said.

"What do you say we head up to the penthouse?" He said. They all obliged and fallowed him, when they got there said over night sensation was strumming on his guitar. "Nice song" Clover commented, "thanks I just wrote it" he said.

While the manager talked Ben opened up his jacket's inner pocket to reveal his wild cat and set her down. "Okay, now be very stealthy for daddy" he said as the cat ran off into the air vent.

"Hey you guys should come over to the recording studio, it'll be a blast" Ricky said. Erza then came back out and jumped back into Ben's jacket. "Uh sorry Ricky but your recording sessions are strictly off limits" Phill said.

Clover intervened saying that it sounded like fun. "Okay folks let's not keep those hungry fans waiting", Clover got off the couch and accidentally knocked over a stack of CDs. One fell out of its case and was glowing, being suspicious Sam took one as a sample.

As they were walking down the hall way Sam took the CD out. "That's weird since when do CDs glow?" She asked. Later on they arrived on stage readying their costumes and instruments. "Here goes noth... Clover stop listening to that" Ben said noticing said Blonde listening to Ricky's CD.

"Yeah Clover, I got that CD for evidence. It could be something dangerous" Sam said removing the ear buds from her friend. "Too bad, I kinda liked Ricky's music, it's kinda infectious" Clover responded.

The curtain opened up and they started playing, "hey we're pretty good" Clover said. "That's because the music has been prerecorded. Why else do you think we're not singing and our instruments aren't even plugged in" Sam said.

Clover took an awkward look at her guitar and confirmed what her friend had said. Then looked at Ben's and saw that it was plugged in, "then why is Ben's plugged in?" She asked. "Not sure" he answered, "how 'bout because he actually can play" Alex retorted.

After their show they were sitting back stage, "looks like they won't be wanting an encore" Sam said. Ben nodded in agreement holding Erza on his shoulder.

"Nice job with the lip syncing you guys, Took me forever to get it right" Ricky said walking up to them. "You lips Sync?" Clover asked, "I don't like to but Phill says I can't sing live, I guess I can't argue with success" he then walked on stage. "Something doesn't sound right" Sam said, "yeah, first we thought Ricky was normal, then we found out he lip syncs, his CDs glow" Alex added.

"I think we should pay his manger a visit" Ben suggested as he gently put Erza into his Jacket's inner pocket. "Let's try that luxury box to get a better view" Sam said, "you go ahead, I've got a perfect view here" Clover said.

"Looks like she's a victim of the music" Ben said as they ran up to Phillip's viewing area. They showed the guards their backstage passes so they could get in. When they got in Philip was startled by them and when the music started playing he closed the door and the room was sound proof.

"So what's with the sound proof room?" Ben asked. "The music gives me a headache and keeps me up some nights" he answered.

Scene change, side of elevator going up hotel.

The girls and Ben are in the elevator discussing the case. "So let's review, Ricky's fans are nuts" Sam said, "his CDs glow" Ben added, "he doesn't sing and" "his manager sits in a sound proof booth during the show". Usually it's always the red head and the shapeshifter who contribute to the analysis of the case.

Both because of Sam's gifted intellect and Ben's alien intellect. "Getting freaky" Alex commented, "what do you think Clover?". The blonde was staring blankly into space, "I think Ricky is an incredible, so talented, I could listen to him all night" she said.

Ben cringed "great now she's brain washed" he said to the other two. When they got to their room a bouquet of flowers was on Clover's bed. She walked over tossed it off and  sat on it. Ben, Sam and Alex sat on three chairs.

"Okay this is getting weird, maybe we should check it out with Jerry" Sam suggested. Ben turned his attention to the TV in the room and saw said supervisor on the screen. "No problem hey Jerr" he greeted waving at the screen.

"Hello there, I hope rock startum hasn't gone to your heads" he said. "Hasn't for me Jerry" Ben said, "yeah but if we keep getting showered with roses at night" Sam said. "Oh those, they were sent by a mister Daimon Reynolds", said musician's picture was displayed.

Alex walked over to Clover and pulled her ear bud off "Hey Clover the flowers are for you Daman sent them". "Please, now that I'm involved with Ricky, I'm like so over Daman" Clover said. "It's getting worse" Ben said, "she's very fickle, anyway Jerr, what can you tell us about a Mr. Sebastian?" Sam asked.

"Oh, well he used to be quite the guitarist before losing an arm in a freak pyrotechnics accident" Jerry replied while playing a video of the incident. Ben had to cover Sam and Alex's eyes so they wouldn't see that.

"Now he's an eccentric recluse producer who lives on a remote island off the coast of Brazuela" He added before signing off. At that moment Ricky came into their room asking if they were ready to head to the recording studio in Brazuela.

Ben Alex and Sam had nervous looks on their faces...

Time skip

They were now on the island, Sam was wondering about the satellite dish on a nearby yacht. Alex mention that Ricky said it was to broadcast the concert live but of course none of them believed it. Seeing as how many guards were watching over the satellite dish.

About now the group was inside a recording studio, "that was great Ricky" Phill said before Clover shoved herself and grabbed the Mic. "Yeah Ricky, that was great" she said while crushing Phill in the process. Her fellow spy mates had groaned at her action, Erza even face palmed or rather faced pawed provided the fact she didn't even have palms.

"Okay n-now let's lay down the lyrics" Phill said nudging Clover out of the way while walking into the studio giving Ricky sheet music. Same then used the ultrasonic earring microphone to listen in on them.

"My name's Ricky and I'm your master, follow me as I spread disaster? Take over the government and do as I say, I'll rule the world and you'll obey?" Is what she heard over the frequency. "Okay, I'd say that goes under the special lyrics department" Ben commented as the background turned into a gag strip of a Chibi version of him opening a filing cabinet and putting a file labeled lyrics in the cabinet.

"All the lyrics Ricky sings are special" Clover said dazed, "I'd say some spy work is in order" Sam said tying her hair in a bun.

"Right behind yah" Alex said as she and Ben fallowed... "Uh Ben, why're you bringing Erza with us?" Sam asked as he had the aforementioned cat in his arms. "I'm certainly not gonna leave her alone unsupervised, we all know how Clover is with pets and now that she's dazed" he explained. Both nodded at his logic and went out to find out what was going on.

As of right now all three of them were handing upside down in a hallway from the ceiling. Sam and Alex were using the Suction cup bottom go go boots while Ben was using Spider monkey's arms to both stick to the ceiling and hold Erza. "I like it when fashion has a purpose" Sam commented as two henchmen passed by.

The scrunchy That was holding her hair in a bun had fallen off and nearly landed on one of the henchmen's heads. Lucky Ben was able to catch it with Spider Monkey's web tail before it landed, after they passed the three ran into the next hallway. And were met by a dead end, "Okay, the secret lab has to be around here somewhere" Sam said.

Alex leaned on a wall and Ben leaned with her, then both fell through as a door opened. "Nice work" Sam said, "no prob" Ben muttered as he was currently unable to breath with Alex crushing his lungs.

They entered a lab when the door on the other side opened to reveal Phill and a scientist. They ducked under the control panel, "Ricky's new CD is finished" the scientist said as a new voice spoke up. "And?" "The frequency has also been included".

The new voice was from a middle aged man with silver hair wearing a white suit and had a mechanical arm. "I'm guessing the guy with the scary hook is Sebastian" Alex commented. "And something tells me he doesn't play guitar much these days" Sam added.

They told a henchmen to take a seat inside a sound proof pod and listen to Ricky's new CD. Only when he came out he repeated the lyrics Sam heard earlier, "that song must've hypnotized him, no wonder Clover's been acting like those fans" Ben said as Erza growled.

"It must be some subliminal mind control" Sam said, "the first song rock legends was about rockstar worship, making the fans worship him" She went on. "That means if Ricky performs at that concert the fans'll end up doing whatever the lyrics say!" Alex exclaimed as both Sam and Ben tried to keep her quiet.

Unfortunately she unintentionally gave their hiding spot away as Sebastian's mechanical arm reached under the panel. "Stay close" Ben said before turning into predator and roar bursting out with Sam and Alex riding on his back away from danger. Alex happened to be holding Ben's precious leopard in her arms.

"Get them!!" Sebastian yelled, Ben and the girls rounded a corner where some guards were waiting. Only for Ben to barrel past them using Crab Dozer's horn.

"Think they can hold me? Not a chance" he roared before breaking through the wall of the building and escaped into the jungle surrounding the place. Only they had been pursued and were almost caught by the henchmen at every turn.

"How is it they keep finding us?" Alex asked as Predator climbed a tree, "not sure... but why is Erza irritated out of her mind?" Sam asked as she noticed Erza's reaction. The leopard had indeed looked rather irked, she was covering her ears with her front paws while yowling in distress.

"Wait" Ben said as he listened, then growled "that's it, it's some sort of weird sonar. You two may not hear it But me and Erza can because of our enhanced hearing" Predator explained.

"Oh no, the poor little kitten just can't stand the sound" Alex cooed, "but I do have a way to neutralize it, Sam here I sorta kept my guitar from our little performance earlier" Predator said turning into Omni and giving her the instrument. And after grew Echo Echo's ear phone, "plug it into my pack and start strumming on a note at the opposite end of the sound spectrum" he added.

Sam did as requested and once the note hit Erza stop distressing, and was once more a happy kitty. "Looks like they lost their sonar" Sam smirked as she, Ben, Alex and Erza flew down to shore.

Once there the girls put on the Upwati and dove underwater with Ben following. Alex was kind enough to let Erza squeeze inside her water proof air sealed bag, "wow this Upwati is really great" Sam said as they swam rosary's the docks.

"I have a way to get their faster" Ben said smirking, Omni has turned his arms into several long cephalopod like tentacles. And after used them to pull two water ski's down, and after reassemble them into a fast underwater vehicle. "Ladies your chariot awaits" he said as two got on, "My what a gentleman" Sam said as they all have a laugh.

Finally they arrived at the Brazuela megastadium and sneaked backstage, "hey Ricky" Alex called as the rockstar turned to them. "Hey what're you guys doing here? You're supposed to be out there playing" he said.

"Would be if your manager and villain hadn't chased us around his island while using a sonar to track us along with hitting my cat's ears" Ben said. Ricky looked shocked from hearing that,

"You two keep Ricky safe, I'm gonna go Humungosaur on that satellite dish" Ben said before turning into Predator. "Did I say Humungosaur? Odd because I eat him for breakfast, literally! Breakfast!" He added growing to Tyrannopede size.

He had ran onto the stage and was about to tear down the machine when a helicopter blasted missiles at him. Looking back he saw the chopper with Phill and Sebastian inside it "I am not letting that freak lizard get the better of me" the former guitarist said.

"Let's see about that" Ben said before crouching down, and after jumped up attempting to bite it. After that failed Ben threw an energy web and successfully hit them.

The web zapped the copter's controls and made it move right in front of the dish. And oddly right when it activated, "it seems the satellite activated prematurely, we've caught the signal of Ricky's song" Phill said panicked.

That was Ben's chance to charge in and take down the machine, and lucky break it worked. "Now who says the old style's snow?" He joked breathing heavily, "I used a dinosaur to take down new technology" he adde trying to catch his breath.

He later changed back and met up with the rest, Clover still slightly hypnotized as she was hugging Ricky. "Thanks a bunch Jerry, these vicious criminals were about to force Ricky to sign their concert t-shirts" Sam joked.

"We still think he's a bit scarred though" Ben commented pointing to Ricky's still freaked out face.

Time skip

Now at Bev High we see our protagonists outside sitting on the grass, "I can't believe I fell for Ricky Mathis" Clover said. "I'm so embarrassed" she added, "no worries Clover, you just weren't thinking straight is all" Alex replied.

"Come On, so what if you were a bit mind controlled, heck I was when I was 10. Though sooner or later you may build up an immunity to it" he said. Then Daimon came up to her asking her out but she turned him down saying to the girls that she doesn't have to fall for any boy with a guitar.

"That's very mature of you Clover" Ben said as Erza ran up to him, "Hey Erza" he said tickling her. She purred in satisfaction, "thanks, after that mission I've learned I don't have to like every guy who holds a guitar... though you're the exception Ben" Clover said.

"That is something we can all agree on" Sam said when Alex replied with "no doubt". Hearing that Ben blushed, his spy mates giggled and kissed his cheeks making his blush worse.

Clover Interview

Clover; Okay I admit that I may have a problem with how fast I want to hit on boys. But it's not something to be surprised about, I mean lots of girls my age like to go on dates. Besides I do more than ask guys out, I go shopping, surfing, watch movies, roller skating....

Ben: (pops head in) Uh Clover, are doing this interview to admit your flaws like an adult or are you using this as a ruse to get dudes o ask you out? (Smirks).

Clover then blushes as she was figured out then tries to block the camera.