First Transformation.

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In the diner, No-Watch Ben finished his chat with friends and started heading back home while drinking a smoothie.

Suddenly, he looked back. "Huh, strange things are happening at Mr. Smoothies tonight."

Throwing the smoothie into a trash can, he walked into an alleyway.

"Hey, if anybody's following me, I already spent my allowance on smoothies, and some dude already stole my stupid watch today."

Turning back, he saw no one.

No-Watch Ben: "And now I'm talking to myself."

He bumped into someone.

Bad Ben: "No, now you're talking to yourself."

No-Watch Ben looked stunned.

Bad Ben: "I wouldn't have believed it if I didn't see it with my own eyes. It really is you."

No-Watch Ben, still surprised, muttered, "That smoothie must have been past its expiration date."

Bad Ben: "Hah! I knew you were gonna say that."

No-Watch Ben started looking Bad Ben up and down, pointing at him.

Bad Ben: "Go ahead, it's like looking into a mirror."

"You… you're me," No-Watch Ben said, shocked.

Bad Ben: "Don't bother stammering in confusion. I know exactly what you're thinking, but—" Clenching his fist, he spoke in a threatening voice, "You have no idea what I'm thinking."

Suddenly, Bad Ben threw punches at No-Watch Ben left and right. No-Watch Ben dodged as best as he could, but eventually, a kick landed on him, sending him crashing onto some trash bags.

"What is wrong with you, dude?!" No-Watch Ben said, frustrated.

Bad Ben smirked arrogantly. "You must be taking the same self-defense classes I did. I didn't give you enough credit. Then again, you are Ben Tennyson. You can do whatever I can do—except this."

He dialed his Omnitrix and slammed his hand onto the dial, transforming into a ghostly, shackled figure.

No-Watch Ben's voice trembled. "How did you… w-what are you?"

Ghostfreak (Bad Ben) spoke in a chilling voice, "I have come a long way to find you, Ben Tennyson. To find you… and end you."

A shiver ran down No-Watch Ben's spine. "This is impossible."

Transformed Bad Ben scoffed. "Hardly. Though I realize none of this makes sense from your point of view. If I were a nice guy, I'd explain why you must be destroyed, but… I'm not a nice guy."

Suddenly, shadowy tentacles burst out from Ghostfreak's body, lunging toward No-Watch Ben.

Dodging quickly, No-Watch Ben sprinted into a store, shouting, "Help! Help!"

People inside turned to stare at him like he was crazy.

Then, a ghost phased through the wall.

Screams erupted as everyone ran out of the store in terror. No-Watch Ben bolted outside, hiding behind a car—until he heard a voice.

??? "Hello, Ben."

Looking up, he saw a kid version of himself—with white hair, red eyes, and a red T-shirt with black stripes.

"AAAAAAH!" No-Watch Ben screamed, stumbling back—only to see a zombie-like figure with purple wiring.

Benzaro: "Boo."

"AAAAAH!" No-Watch Ben screamed again, running in panic.

Jumping off the car and landing beside Benzaro, Albedo laughed. "Hah! I like this guy. I almost feel bad for what we have to do to him. Almost!"

Albedo slammed his hand onto his Ultimatrix, flashing red before transforming into Ultimate Humungousaur, letting out a beastly roar.

Benzaro pressed his Omnitrix, transforming into a Frankenstein-like creature. "It's fun."

Both of them charged at No-Watch Ben, who barely dodged before running into an alleyway.

At the alley's entrance, Ultimate Humungousaur reached in to grab him while Frankenstein approached from behind. Panicked, No-Watch Ben crashed through a wooden fence, landing on the ground.

"This is a nightmare. This is all a nightmare. I'm gonna wake up any second now."

Frankenstein burst through the broken fence. No-Watch Ben scrambled to his feet, sprinting down another alley, hiding behind a building.

Peeking out, he checked for pursuers—only to be yanked back by someone grabbing him from behind.

"AAAAH! Why are you doing this to me?!" No-Watch Ben yelled.

??? "What? Saving you?"

Blinking in confusion, No-Watch Ben looked up—only to see two versions of himself. One wore a T-shirt, while the other had a hoodie similar to his. Both had Omnitrixes.

Staring at their wrists, No-Watch Ben muttered, "You two have those same weird watches to transform into monsters and smash me?"

The two Bens exchanged amused glances.

Ben X: "We're not gonna try to smash you."

"Oh, that makes me feel so much safer," No-Watch Ben said sarcastically.

Suddenly, Ultimate Humungousaur and Frankenstein appeared at both ends of the alleyway.

The two Bens quickly pulled No-Watch Ben into an empty alley.

Dialing his Omnitrix, Ben Prime said, "As for the 'monster' part…"

He slammed his hand onto the dial, transforming in a flash of green light into Spider Monkey.

Ben X: "Cool… okay, you take him. I'll distract them."

Spider Monkey (Ben Prime): "Can you?"

Ben X: "Don't worry. I've got this."

Spider Monkey nodded, grabbed No-Watch Ben, and swung away using his webbing.

As they soared between buildings, No-Watch Ben screamed, "AAAAAH! Who are you?! Why did we leave him there?! And what is going on?!"

Spider Monkey: "Don't worry about him. And… I don't know how to explain, but—I'll take you to someone who can."

Watching them swing away, Ben X sighed, muttering nervously, "Time to be a hero."

Stepping out of the alley, he saw Ultimate Humungousaur and Frankenstein searching for No-Watch Ben.

Ben X: "Hey, ugly face! Over here!"

Waving his arms, he got their attention before bolting down the street.

Both villains charged after him. Ultimate Humungousaur fired missiles, while Frankenstein shot lightning. Ben X barely dodged, escaping by a hair's breadth.

Suddenly, something flew overhead.

BOOM!

Ultimate Humungousaur came crashing down from the sky.

As the smoke cleared, Ben X coughed, seeing both Humungousaur/Albedo and Frankenstein/Benzaro in front of him.

Humungousaur/Albedo: "Give up, Ben. You can't escape."

Ben X scrunched his nose. "Dude, don't you ever brush your teeth? Your breath stinks."

Albedo clicked his tongue. "Tsk… even without the Omnitrix, you're still annoying."

Ben X smirked. "Who said I don't have an Omnitrix?"

He raised his left wrist, revealing an Omnitrix.

Both Humungousaur and Frankenstein looked stunned.

Taking advantage of their shock, Ben X placed his hand on the Omnitrix dial and smirked.

"It's hero time."

With a green flash, he transformed into a sleek, reptilian humanoid with black and blue coloring, a smooth helmet-like head with green visor slits, digitigrade legs with wheel-like feet, and a thin tail.

Ben X grinned, looking at himself.

"Hey, I know this guy from memory. His name is XLR8."