The woods had always felt different at dusk. The air got a little colder, the light softened into deep oranges and purples, and the rustling of the trees took on a slightly eerie rhythm. Ben didn't mind it, though. Not tonight. Tonight, he was hyper-focused.
It had been a week since he woke up in this world—the Marvel Universe—and just a few hours since Grandpa Max picked him up in the Rust Bucket for a summer road trip with Gwen. It should have felt like a normal summer day. But it didn't. Not when he had memories of another life. Not when he knew what might be coming.
He kept glancing at the sky.
"Ben, seriously, you've been spacing out all evening," Gwen called out from the campfire. She sat cross-legged on a log, roasting marshmallows with surprising patience. "If you're trying to get out of helping with firewood, it's not working."
Ben blinked and shook his head. "Yeah, yeah, I'm on it. Just... thinking."
He grabbed the small hatchet and wandered a bit deeper into the woods, letting the firelight behind him fade into shadows. Grandpa Max had gone to gather some kindling just a few yards out. Not far. Ben figured he'd be back any minute.
As he stepped over roots and searched for fallen branches, his eyes kept drifting upward. The stars were just beginning to pierce through the twilight.
Then—
A streak.
A single flash across the sky. Bright. Fast. No tail, no sound. But he knew. His breath caught.
"That's it," he whispered, dropping the bundle of twigs.
He ran.
Branches whipped against his arms and face as he barreled through the underbrush. He kept his eyes ahead, toward where the object must've landed. His heart pounded, not from fear, but anticipation. If this really was it—if the Omnitrix existed here too—then it was the start of everything.
He slowed as he reached a small crater, steam rising from it, glowing faintly green in the middle. His body tensed, eyes wide.
There it was.
Not just a dream. Not just a theory. The Omnitrix sat embedded in the dirt like a fallen crown.
Before he could step forward, it launched.
"Wait—!"
Too late. The device clamped itself onto his wrist with a snap of metal and energy. Ben staggered back, nearly falling. A low hum vibrated through his entire arm.
And then silence.
He stared.
A grin crept onto his face. A real, full-body grin. For the first time since waking up in this strange world, he felt like something had clicked into place.
But there was no time to mess around.
He turned the dial slowly, watching the silhouettes rotate: Heatblast, Four Arms, XLR8, Upgrade... all ten were there.
He didn't activate it yet. Instead, he turned and sprinted back toward the camp.
Gwen was still at the fire, poking at a marshmallow that had caught on fire.
"Hey!" Ben shouted, running out of breath. "You—uh—you might want to see this."
She looked up, one eyebrow raised. "Did you just run a marathon for firewood?"
"No," he panted. "Look."
He held up his wrist.
Gwen squinted. "Cool... watch?"
"It's not a watch."
She rolled her eyes. "Okay, then what is it?"
Ben opened his mouth, hesitated. "I... I don't know yet. It just... attached to me. I think it came from space."
Gwen stared. "You're joking."
"No joke."
She leaned in. "What does it do?"
"I think... I can show you."
Ben turned the dial until the shape of Upgrade appeared. He didn't explain why he picked that one. Just in case there really were any tech-based threats incoming—like in the show—Upgrade was his go-to. No need to get physical if he could take control.
He pushed the core down.
Green energy flared over his body, liquid metal spreading like wildfire, shifting and morphing until his human form was gone. Instead, a smooth, black-and-silver alien stood where Ben had been.
Gwen gasped, standing up. "Ben?!"
His voice echoed, layered and electronic. "Still me. Kinda."
Then, without warning, a trio of small drones zipped out from the trees—sleek, circular, glowing red in the center. Too advanced for Earth tech. He didn't wait for them to speak.
Upgrade surged forward.
A tendril shot from his arm and latched onto the nearest drone. It convulsed, sparks flying, then went silent. The red glow turned green. Ben turned to the other two and repeated the move. Within seconds, he had taken control of all three.
They hovered in place, waiting.
"Ben! What the hell are those things?!" Gwen shouted.
"No idea," he said, controlling the drones like they were toys. "But I'm not about to let them sneak up on us."
He turned and began dismantling one of the drones on the spot, reshaping the metal. Two more tendrils worked with uncanny precision, like a 3D printer on overdrive. Gwen could only watch, stunned.
"What are you... building?" she asked, approaching slowly.
Ben didn't answer right away. A frame began to take shape. Wheels. Armor. A seat. A console. Sleek and futuristic, but solid. Practical.
By the time he stepped back, the new device was complete: a black, armored motorcycle with green LED lights running along its surface.
Upgrade shimmered and reverted back to human form.
Ben exhaled, rubbing his wrist. "It just kind of... happened. When I turned into that alien, I had ideas. Like, instincts. I just went with it."
Gwen stared at the bike, then back at him. "That's... you made that in under a 2 minute."
"Pretty cool, right?" he said, grinning. "It's fully covered, self-driving. Even has energy blasters with auto-aim. And a speed boost. Just in case."
Gwen narrowed her eyes. "You sure you're not secretly a robot too?"
"Ha. No. Just... guess I had it in me."
She looked at him for a moment, her expression softer now. "Okay. That was... impressive. And weird. But mostly impressive."
Ben rubbed the back of his neck. "Thanks."
She smiled faintly. "Still a dweeb, though."
He smirked. "Says the girl who can't toast a marshmallow without setting it on fire."
Just then, Grandpa Max appeared from the woods, a bundle of sticks in his arms. He blinked at the bike, then at Ben.
"What did I miss?"
Ben and Gwen turned to him in sync.
Ben pointed at the bike. "Uh... this kinda happened."
Gwen added, "He turned into an alien and built a bike from robots that attacked us."
Max paused, took a breath, and calmly said, "...Alright. Let's all sit down and talk this through."
Ben quickly stepped in. "It's safe. I made sure. Self-driving, reinforced. I thought... if we're going to be on the road, might as well have backup transportation."
Max looked at the bike again. "Well, can't argue with results. You sure it's safe?"
Ben nodded. "Yeah. I triple-checked the systems. Won't even activate unless I say so."
Max gave him a long, thoughtful look. "You've had one heck of a growth spurt, Ben."
Ben shrugged, playing it cool. "Guess I just needed the right motivation."
The three of them sat by the fire again, Gwen still glancing at the bike every few minutes. Ben felt her eyes on him, and each time she smiled a little, something in his chest twinged.
He hated it.
Well he did . His newer memories—the ones from the other guy—had a massive crush on Gwen. It was messing with his head. Every time she leaned close or nudged him with her elbow, he had to fight not to turn red.
Gwen didn't seem to notice. Yet.
As the stars filled the sky and the fire cracked quietly beside them, Ben leaned back, glancing at the Omnitrix on his wrist.
He didn't know what was coming.
But whatever it was... he was ready.