"Run!! Move! It's a testament!!!!" The young voice said, Ben then saw two people run past him. One was an older girl the other was a young boy, and both had green hair.

"The heck what's a testament?" Ben asked himself when he looked to what they were running from. It was a quadruped machine covered with shining silver armor.

"Oh that's what a Testament is!!" Ben yelled running away and had caught up with the two. "So is there anyway to escape these things?" Ben asked them, "not unless you can fly" the girl said.

"That I can do Ma'am" Ben said as he grabbed the two of them and grew Stink Fly's wings and started flying. "Okay didn't expect that" the boy said then cringed "oh man what is that smell?!" He complained.

"Sorry that was my Stink Fly wings" Ben apologized, "eww.. Stink Fly is right" the girl said. When all of a sudden the Testament blasted them, the alien winged hero had reacted fast and ducked under dodging the blast.

"Don't worry I'll slow it down!!" The girl said getting out of Ben's grip, "Wait sis no!!" The boy yelled. "Head down that tunnel and Keep my brother safe, don't come back for me no matter what" she said before running.

"Wait!!" Ben said about to fly back until she went to punch the machine. "HEAT!!! EXPLOSION!!!"

The two forced collided "SISTER!!!" "Not again" Ben said then shook his head "Come on we have to go" he said before pulling the boy underground.

"Sister" the kid whimpered, "listen kid I'm sorry, I wanted to stop her but she stuck us both down the hole" Ben said. "I'm more disappointed in me for letting this happen again".

The boy looks to Ben "again?" He inquired sniffling a bit, "I was too late to save my family. And from that day on I made a promise that I wouldn't let any other families get torn apart for any reason" Ben replied. "It looks like I didn't do a good enough job" he said as the two stopped and took a short rest.

"Mr. If you don't mind, who are you?" He asked, "my name is Ben Tennyson, believe it or not I'm from an alternate universe. Back in my home I used to be a hero protecting those who couldn't defend themselves" Ben said.

"I can show you if you like" the alien powered teen then showed the boy his memories using Brainstorm's powers. "Wow... you... you're pretty amazing" the boy said to Ben, "I appreciate the praise kid, but right now I couldn't even save someone from being blown up" Ben said.

"Well... you may haven't been able to save sis... but... you did prove that she was willing to sacrifice herself... a noble thing to do... and you did save me" the green hair said. "Thanks" Ben said smiling, "by the way, I told you my name but I didn't catch yours" he said walking over to him.

"Oh my name is Cruz, Cruz Schild" the boy said, "nice to meet you Cruz, since we both lost our families why don't I build yours up again" Ben said. "From now on, if you like, call my bro" Ben said, "uh... well... thanks... bro" Cruz said.

"Now come on, we need to find an exit to this sewer" Ben said, "yuck no matter what world you land in these places always smell bad" he commented. "Yeah there's probably no doubt about that" the green hair replied.

That's when the testament bursted through the ceiling, "this thing again?!" Ben said as he turned his arms into Diamond Head's. "Cruz stay behind me" Ben ordered as the two backed away from the machine.

Then another figure appeared, it was a tall muscular man with bluish white hair. He was wearing a dark cloak with a red inside, black pants, a sliver collar around his neck, a cross on his neck, a visor and a small oval shaped gem on his fore head. He crashed down right in front of the two, "if that testament is chasing you two, that means either one of you or the both of you are Needless right?" He asked Ben and Cruz. 'A priest?' The two thought at the same time.

"Uh not sure" Ben said then whispered "mind filling me in on what Needless are later?" He asked. Then the two's eyes widened "Mr. Priest!!!" Cruz yelled pointing to the Testament as it began to roar.

"Look out" Ben yelled before he turns his arms back and used Echo Echo's powers to blast the machine back with sound waves. "Come. On. We. Have. To. Move." Ben said in Echo Echo's dialect.

"Not so fast, the thing'll easily fallow you two, I'll distract it" the priest said jumping on he robot and smashing its top in. "I've been waiting along time to use this" he said opening a book which actually held a grenade in it.

And after he grabbed the bomb and thrusted the arm he was holding it with into the machine. "A suicide tactic!! Not this time!!!" Ben yelled before using Snare-Oh's bandages to grab the priest and pull him away as the grenade went off.

"Man that was rough, is he okay?" Cruz asked, The two got an answer when the dude suddenly bled and passed out. "Well... come on let's get him out of here" Ben said, he then grew a third eye between his own and picked up the guy with telekinetic powers.

"I'm really glad I remembered Humatrix's notification telling me that I have new alien powers" he mused to himself. Then he and Cruz went to find a way out of the sewer to find where the guy lived. Coincidence when they found their way out they found a church nearby and brought the priest there hoping that's where he lived.

And thank god they assumed right, there was a scientist there who recognized the priest and patched him up.

About now Ben was sitting on the steps of the church, Cruz was a few feet from him. 'What kind of world did I end up in this time?' He asked himself, That's when he saw the man from earlier come out. "Oh you're okay" Ben said which caught Cruz's attention, "AHH?! Mister Priest!! Are you better already?" The green haired boy asked.

"Yeah I'm fine, wasn't a big deal" the man replied nonchalantly "not a big deal you nearly bled to death" Ben retorted. "It's pretty impressive though, you two managers to track me all the way out here" the man said to the two.

"It was actually pretty easy to find a church here despite the whole terrain looking like the bad lands" Ben said. "It's a big pain though" the priest said, 'is this what he calls a thank you?' Ben asked himself, then the three heard a motorcycle. Looking to the source they say a teenage girl with long blue hair in... rather revealing clothes riding towards them.

"Eve?" The priest said looking a little... worried... Ben blushed a bit 'so this is why my predecessors told me to be ready if I ever landed in a universe where there were extremely attractive girls in showy outfits' he thought. Then noticed she was about to hit his little pal.

"CRUZ LOOK OUT!!!!!!" Ben yelled super speeding right towards the boy before the girl nearly ran him over. "Woah man" the older man said, "too close" Cruz said trembling.

"Blade!!" The girl called out running towards the priest, only to have him lift his leg enough to block her advance with his foot. "Hey watch what you're doing!!!" She yelled, "you to, yah nearly hit that kid" the man presumably Blade retorted pointing to a pale Cruz in Ben's arms.

"Oh... my bad" the girl said, 'I can tell we may not get along' Ben thought, they later lead the two into the church. "We should introduce ourselves" the man said, "my name is Blade, this is Gido, a scientist, I owe him a lot dating way back. And this is" Blade then gestured to the girl, "my name is Eve Nueshwanstien, it's pretty long so to make it easier why not call me honorable Miss Eve Nueshwanstien" Eve said confusing the two new comers.

"That's Longer longer!" Blade retorted, "and what are your names?" Gido asked Ben and Cruz. "Well, the kid is named Cruz Schild, and mine is Ben Tennyson" the alien teen answered. "I'll call green hair there Yamada for short" Eve said.

That made Cruz's pride break, "you're out to get him aren't yah?" Blade deadpanned "I'd rather you not belittle my bro please" Ben said patting Cruz's back in support. "Wait how can he be your brother? You two don't even have the same last name" Eve commented, "he lost the only family he had left recently and I ran into him. And I also lost mine, so I took up the mantle of being his protector and sibling figure" Ben explained.

"So tell me, why was that Testament chasing you two?" Blade asked, Cruz was the one who answered first "I am, a member of the rebel group who attacked Simeon's leader" he said.

"Simian?" Eve inquired, "Simeon" Blade corrected "a pharmaceutical company that has moved up province the last three years" Gido explained. "They've placed their building in the middle of the Black Spot, their leader"...

"Adam Arclight" Cruz said, "everyone, aside from Ben, have you heard of Needless hunting?" He asked. "Yeah I've heard of it, you mean the Needless are being targeted by someone or something right? Some turn up with missing parts stolen or pieces" Blade said.

Ben felt the small urge to throw up, "yes, and what's more innocent bystanders are getting caught up in this and killed" Cruz added. "An unfortunate case of unconcern for life" Ben said, "a lot of times people are ridiculed because they were different from the rest in the past. And because of it were slain, examples were people having slight birth defects affecting both their physical form making them appear different or their mental thinking making them behave in different ways".

"And in a lot of cases, other people who wanted to be different at their own will, the ones who were responsible of killing those who were different also went for those innocent bystanders with no concern for their life". Blade observed Ben "being able to know that I assume you've had your fair share of experiences" he asked the shapeshifter.

"A few, you're looking at a guy who traveled back in time to earlier years in history" Ben replied. "How is that even possible?" Gido asked, "it's better if I show you" Ben said turning his skull into Brainstorm's while opening it up.

No surprise everyone was grossed out to see brain, besides Cruz as he already saw it, then his head sparked with electricity and he zapped their heads. "Oh wow... and oh ow" Eve said clutching her head "Why is my head hurting?" Blade asked.

"Sorry I forgot to warn yah that happens" Ben apologized, "so you're originally from another universe entirely?" Gido asked. "That's right, and I used to be a hero helping those who couldn't themselves" Ben added.

"It's true I saw his memories" Cruz said, "Well I have to say I'm impressed" Eve said. "That's still doesn't excuse you from giving Cruz that nickname or nearly turning him into road kill" Ben said patting the boy's head. "You're standing up for him, if you haven't forgotten thanks to his rebel group more of those testaments are gonna he sent our, with any luck none of the surrounding towns in the black spot won't be burned to the ground" Eve grunted.

Then Ben butted heads with her "oh you think it's his fault?! Try showing his sympathy his sister died right in front of him!!" Ben yelled. "Sister shmishter!! Like I give a damn!" Eve shot back, "you know you're really getting on my nerves Bluey!!" Ben growled pushing her back.

"Oh are you jealous?" Eve said, "why would I be jealous of you?!" Ben yelled "Well you are the green eyed monster" Eve said smugly. "Making fun of my eye color that's rich!! At least my cousin wears less skimpy things than you do!!" Ben shot. "That's it! lets throw down!!!" Eve shouted at Ben, "outside!!" He yelled.

"Looks like they'll be arguing in the future" Gido said, then he noticed Cruz looked a little down. "Uh Cruz, if you're feeling a little down maybe you should take a walk to clear your mind" the scientist said to the child. "Okay, Thanks" He said walking out, "Well on the bright side I found someone to keep Eve off me" Blade said.

"Like you could take me on!!" Eve yelled as she pushed against Ben. "I can take you on any time" Ben argued pushing against her, "I'm not even using my powers" "same here".

This continued on for a while, as of right now they are still going with their strength contest inside a lab of some kind. "If you must know I found out something about the Testament before you destroyed it Blade" Gido said to the priest.

"Oh yeah, lay it on me doc" Blade replied, "blue headed menace", "green freak", "admit it you could never stand against me" "I know who you are but what am I?"

"Will you two quiet down, we're trying to do some actual work here" Blade said, "oh stay out of it" Eve retorted. "Hey I've noticed that Cruz has been gone for a while" Ben inquired, "Hey you're fights with me not him" Eve said, "that's it" Blade then pushed their faces together and held their heads in that position which for some reason made them shut up.

"Finally, Anyway what did you find out Gido?" Blade asked the old man. "The Testament Rigg you brought back, before it ceased functioning it sent out a location and a current image" the scientist explained pointing to a computer.

"If they think they're Testament was destroyed for letting a member of the resistance go they're sure to send more"... then Blade was punched by two fists, each of which had individually belonged to Ben and Eve. "Ow..." he groaned, but didn't notice that their faces were both red.

"And in any case, they may send something more powerful than a testament" Gido spoke up. "So that means it has to be a Needless then... wait what if Cruz is caught?" Ben said panicked. "Then we better hurry, and lay done some Devine punishment on them" Blade said as they all rushed out. "Sounds Fine by me" Ben said.

Then noticed Eve standing close to him as they walked 'why are you standing so close to me just shoo!! I'm already embarrassed enough!' He thought turning red. 'Why is he so close go away!!' Eve thought blushing also, Ben then turned his head into WildMutt's.

"Fortunately I can sniff anyone out with this" the Vulpimancer headed hero said sniffing the air. "He's this way! Wait... there's someone else here" Ben then roared and ran towards the direction he tracked Cruz in.

"This way" he yelled as they followed, Gido then approached him "by the way, in the event Simeon happens to get curious about your Omnitrix you'll need to pass it off as a fragment or power" he told Ben. He nodded in cooperation.

They found their way to Cruz who was currently being held down by some other guy. He was wearing a big yellow tiger striped coat and had several nearly transparent strings flowing from his hands. "HEY LEAVE HIM ALONE!!!" Ben roared tackling the man off Cruz. "Bro get out of here now" Ben ordered, "no argument" Cruz said before Ben faced him.

"Okay you thread fingered freak, what's your deal tying up my little buddy there?" Ben asked. "I was only looking for that priest fellow that destroyed our testament, and because you know him that means you know where he is also" the man said throw by those threads at Ben.

"KANDATA STRING!!!" In a second Ben was tied up by those millions of strings. "Hey what the... ack!?" At the moment the shapeshifter was being squeezed by the strings, pulled any further and he might be cut. "You May have courage but it's ultimately useless, nothing can break these strings. Nothing except... GOD ALONE!!!" The man yelled.

"Well well, what are you doing to my pal there" Blade said as he and Eve appeared above the cliff. He then jumped down to help Ben out only to e caught in the same strings. Ben then chuckled "unbreakable string that's only snapped by God Eh?" He asked.

"Well now you just gave your own weakness up" Ben then glowed green as his arms and head started to darken. "Hey what's Ben doing?" Cruz asked, "it seems he's using the powers of another alien" Gido said to himself.

At the moment the strings around Ben started to push away from his body, "what!?" The man yelled in surprise. "You said these stupid things were only breakable to God right? Well here's the thing, ever heard of man trying to play God and create life? Well the role is reversed in my case, I'm not a man who plays god" Ben then flashed green and his arms had turned into Alien X's and his face gained the same space appearance.

"I've been playing human this whole time!!" In that moment Ben's bindings snapped freeing him. The enemy was visibly shocked "you're messing with the absolute boss now punk, prepare feel the full impact of my power. THE OMNI-TOTAL FRAGMENT" he shouted as he transformed.

When the bright emerald flash of the Omnitrix dissipated, standing in Ben's place was a seven foot tall pale light green reptilian alien with a long lizard like tail and dark green hair wearing a sleeveless full body jumpsuit with multiple omnitrix symbols located throughout his body.

Name Omni

Species Omnisapian

Description Omni appears as a large humanoid lizard with pale light green skin. He also has dark green hair along with emerald green eyes. The uniform provided to him by the omnitrix is similar to four arms except less bulky. The torso of the outfit resembles Ben's shirt, the pants area resembles diamond head's but has a hole in the back to compensate for his long tail. On his face, shoulders, elbows, hands both palm and back, knees, feet, top only, and on the dorsal surface of his tail are numerous Omnirix symbols. The omnitrix itself located on his chest.

Powers Omni is equipped with the powers of all the aliens of the Omnitrix. He can transform his features into those of the aliens and has the power to use their abilities. These capabilities that he has are what make him the most powerful being in the universe. Omni can also combine the powers of different aliens to create stronger powers along with making weapons out of alien DNA as inspired by Skuurd. He can even use the powers of a celestialsapian. Due to his unique powers Omni is far stronger compared to any other alien race.

Other knowledge this unique transformation Ben has gained was the result of an accident with the omnitrix. When Azmuth called Ben op Galvan Prime to give him an update on the omnitrix a few way bads appeared. After promptly defeating them The omnitrix malfunctioned and all the DNA got erased except for one from an unknown life form. As it turned out a few of Ben's bad guys planned to finally destroy him by erasing the omnitrix. After a slight trauma Ben turned into his new alien which had all the powers of all his aliens. Though he missed all the transformations he originally had, he was glad their demise hadn't been in vain, they were used to create a new member of his arsenal. So to put it in a way, Omni is the only one of his kind.

"Ben's Omni-total Fragment allows him to gain endless abilities at random. And allows him to use them at their maximum potential, and in that form his power exceeds that of his normal form" Gido explained Ben's fake Fragment.

"And ben's not the only one who's full of surprises" Blade said as he broke free also " how?!" He asked shockedx "got that right" Cruz said suddenly appearing behind the man. "What?! Stay where you are or the kid gets it".

"Go on and try" Blade said, he then swung his clawed fingers at Cruz only for his nails to meet almost Steel hard skin. He was indeed surprised, all of a sudden Cruz's voice was heard on the cliff "Hey, why am I over there?!" He exclaimed.

Omni looked back to see him safely next to the scientist, "Wait if he's over there then who's this" the enemy asked as the Cruz behind him started to turn silvery and a liquid like. What happened next was what Ben didn't expect that fake ended up turning into Eve.

"Wait doppelgänger?", "That's right, this is Eve's power, so long as there isn't a major shift in mass Eve can take any form" Gido explained. "I snuck in and took Yamada's place while Ben and Blade were breaking out" she explained as she rushed forward and her arm turned to metal.

"METALIZTION!! EVE CANNON!!!" In a flash Eve sent the string dude flying into a building. She then approached Ben and Blade "I'll let you two handle things from here" she said.

"For a pain in the neck that power of yours was impressive" Ben said, "not too bad yourself" Eve replied. "Anyway, time to serve this guy his Devine punishment" Blade said facing mr. Spider.

"Couldn't agree more" Ben said cracking his alien knuckles, "let's see you do it again KANDATA STRINGS!!!" The man, who finally I'm calling Kafka because I'm getting sick of this, threw another onslaught of strings.

Omni created an Alien X Blade in his hand and slashed half of Kafka's strings while Blade some how snapped them on his own. "It's easy to break these, all you've got to do is loop them a few times and they'll snap instantly" the priest explained.

"So all you did was twisted my strings a with each other did you? Well let's see you both keep your eye on all these strings" Kafka then leaped into the air and shot down endless strings at them. "TEMPEST THREAD" Ben created an Alien X shield to block and snap them while Blade took the blow.

Then got back up "learned it" he said, then leaped into the air and did what Kafka did "Wait, don't tell me your power" he said bewildered at what he was about to endure.

"That's right, Blade's ability allows him to learn his enemy's ability, his power is the Zero Fragment". "I've got to get out of here!!" Kafka said about to run for it when he was caught by bandages. He followed them to the source until he saw Ben. "Like I'm allowing you to get away, straight from Egypt's past BINDS OF ANUBIS!!!!" Kafka was then fully held together by Snare-Oh's bandages.

"TEMPEST THREAD ZERO" he then struck Kafka with his own power "I see it now, he didn't manipulate my threads, he canceled out my skill with a skill of his own! Doppelgänger, Zero and Omni-total? Who are these people?!"

At that moment the spider guy was down and out "judgment! Death sentence!".

"Okay that was pretty awesome Blade, we should spar sometime" Ben said giving Blade a high five. "Yeah"...

An hour later Ben and Cruz had joined with Blade, Eve and Gido to help end the Needless hunts. Although something bugged Cruz for the rest of the day though. Why had Ben and Eve been blushing when around each other, Well time for an explanation.

Remember when Blade pushed their faces together? Well inadvertently the priest had accidentally made their lips meet as well. And because he just kept pushing them together that lip touch ended up turning into a full on lip lock.