(At Latveria Climate Research Station, an old man, namely Max Tennyson is seen soldering a radio together. Into the room, carrying a mug of coffee, is his grandson Ben Tennyson.)

Ben: Need a hand, Grandpa?

Max: I don't know, Ben. Sat link's out, internet and phone are down. Maybe this old ham can help us. You fitting in okay? People treating you well?

Ben: Let's just say people here aren't thrilled to live in close quarters with Ben 10, convicted Regime criminal.

Max: PARDONED Regime criminal. Give it time. They'll come around. (turns on the ham radio, adjusts some dials and speaks into the microphone) L-W Base, are you there?

Rook: Max Tennyson?! Thank God! Comms're down everywhere! These spaceships showed up, dropping a robot army on the city! They're killing everyone! (Barry approaches the radio to listen better) I'm not sure how long we can...(static)

Max: L-W Base! (no reply) How fast can you get to New York?

Ben: M-My pardon agreement was pretty clear on "no powers"!

Max: You think that matters when aliens are invading?! You helped tear down the Regime, Ben. THAT'S why Mr. Wayne asked me to take you in. And, if BATMAN thinks you earned a second chance, who are YOU to argue?

(He's right; Ben can't. In the blink of an eye, he activates his Omnitrix.)

Ben: It's hero time!

(Ben becomes XLR8 and sprints as fast as possible to New York. In the city, people are being rounded up by the Betas and scanned. Any resisters are vaporized. When one is deemed worthy enough, the Beta reaches out and grabs their head, ready to be "collected". One such man is about to be digitized... when Ben 10 comes and punches it into scrap metal. He does the same to other Betas in the are. Up in his ship, Kang watches this spectacle. Doctor Octopus, sans handcuffs, approaches him.)

Kang: As predicted, Ben Tennyson has returned to action.

Dr. Octopus: The task force is ready. They'll enjoy this.

(As Ben 10 (still as XLR8) runs to a metro station, Bullseye picks up a kunai and throws it at Ben. True to his name, Bullseye gets Ben right in the knee, causing him to stumble crash at the station. As he struggles to get up, Charmcaster approaches him.)

Charmcaster: Nice shot, Bullseye.

Bullseye: (over radio) Just get the job done.

Charmcaster: If I were you I'd pray for the Omnitrix to not be out of juice.

(Charmcaster chants a spell to trap Ben's legs in ice.)

Ben 10 (XLR8): For God's sake, Charmcaster. Look around.

Charmcaster: Yeah, crazy day. Kinda like when Spider-Man went nuts...and you went right along with him.

Ben 10 (XLR8): Punish me later! We have to help these innocent people!

Charmcaster: The same "innocent people" who cheered Superman when he executed my friends?! My UNCLE?!?

Ben 10 (XLR8): I'm sorry, Charmcaster. But you never hurt civilians. You're BETTER than that! (stands as his knee thaws)

Charmcaster: (throws Ben aside) Once upon a time, I was.

(Hindered by Bullseye and Charmcaster, Ben starts having clear disadvantage, but eventually he manages to overpower Charmcaster's magic tricks.)

Ben 10: (reverts back to normal) Guess we BOTH let each other down. (runs off)

(Meanwhile at OCKCORP, Catwoman is leading the robots in bringing the newly-awake Harley Quinn somewhere. Catwoman calls a halt... then winks at Harley as she slices her handcuffs off. Harley grabs a club and beats on the robots while Catwoman whips the others into shape. Soon, all the robots are on the floor.)

H. Quinn: Thanks, Kitty. I was hopin' you were Bruce's mole.

Catwoman: For all the GOOD it did. Octavius never trusted me enough to share the whole "futuristic invasion" plan.

H. Quinn: We GOTTA help Tim and Stephanie.

Catwoman: We will. First, we need to get back to Gotham... if there's anything LEFT of it.

(In another station in New York, Ben 10 (now as Cannonbolt) looks around to see a few Betas scanning for life forms. He then shields himself against a card which came out of nowhere, and sees Bullseye.)

Bullseye: Losing a little hang of it, Tennyson.

Ben 10 (Cannonbolt): Retirement'll do that to you. (Bullseye throws twi cards... but Ben watches them in slo-mo and easily shields himself. He then turns into a ball and charges at Bullseye, who barely dodges.) What's WITH you, Lester?! You should be FIGHTING this invasion!

Bullseye: Got no choice. Octavius put a nano-explosive in my brain. He's got the tendrils in the trigger. (Then he drops a grenade which blows Ben aside.) So, whether I like it or not, I gotta do Otto's dirty work!

(Bullseye proves to be a formidable opponent for Ben 10, and his Cannonbolt form doesn't help either, but he eventually got the hang of it and manages to defeat Lester.)

Ben 10: I know...it's just business.

(Before he can say another word, somebody shoots him down, sending him into the street. As Ben 10 catches his breath, a comes in, revealing to be Atomix, but in red instead of green. It's Albedo, who just reverts back to normal.)

Albedo: Octavius SAID you couldn't resist a good crisis.

Ben 10: (reverts back as well) Albedo? You don't belong in here.

Albedo: And miss the return of Ben Tennyson?

(Then both activate their Omnitrix and become XLR8. Ben runs off into traffic with Albedo on his tail. They race into the country and towards Gotham. Somehow, Albedo starts to catch- up with his counterpart. With a leap over a garbage truck, he nails Flash into a car. Then the fight truly begins as they trade blows amid traffic and bounce off cars. Soon, Albedo gets the better of Ben and tosses him into an alleyway. No sooner does Ben stand up than Albedo knocks him down with a punch.)

Albedo: (reverts back to normal again) I've been waiting long enough to hurt you, Ben! Especially after you got me trapped into this body.

Ben 10: You could simply try to get back to your original body, Albedo.

Albedo: (becomes Humungosaur and grabs Ben in the collar.) You think I haven't tried?! (throws Ben down) Your Regime buddies destroyed my original body... and now I'm trapped in this body forever! I can never become myself again... but at least, I can hurt you!

(As one might guess, this is an even match. Ben 10 has experience, though. It's a knock-down alienfest of a fight... but Ben 10 gets one over on his formerly galvan counterpart. Albedo manages to stand up and race away before he gets more of a pummeling.)

Ben 10: Dunno how many more reunions I can take.

(Suddenly someone taps his shoulder, and Ben turns around to see Powergirl.)

Ben 10: Karen?

(Powergirl cups his cheeks and kisses him in the lips.)

Powergirl: Welcome back, Ben.

????: (from above) Guess I could come back later!

(In front of them, comes Mega Man X... and they don't look happy.)

Ben 10: X?

Powergirl: (pouts) No... not today...

X: Nice to see you too, lovebirds.

(Ben and Powergirl blush at each other as someone points a sword behind him. It's none other than Slade Wilson, also known as Deathstroke.)

Deathstroke: Which scrapped reploid did you pry that armor from?

(Only then, the couple notices X wearing the Falcon Armor.)

X: You know it doesn't work that way. Doctor Light gave me that.

Ben 10: (becomes Rath) Let me tell you something. Was Thomas Light actually so dumb to the point of trusting you even after you bailed on the Maverick Hunters to join Sigma and killed your own friend?

X: The Maverick Hunters locked me up. But they also trained me to overcome my fears. I earned the second chance they gave me.

Ben 10 (Rath): Let me tell you something. The Maverick Hunters made a big mistake.

(As they fight, Gwen comes in along with Kevin and Zero, who is seen in his normal red armor.)

Zero: Is he always like this when he becomes that alien.

Gwen: Even though he accessed the Master Control, Ben was never any good at listening to people.

(The two former Regime members are still coming to blows. While X has the Falcon Armor, Ben 10 has the strength of Rath. In the end, Ben knocks X down... but he notices something about the whole affair and reverts back to normal...)

Ben 10: You were holding back, weren't you?

(Ben helps X up.)

X: I told you, I'm trying to make things right. I betrayed my principles, my world... (looks at Zero) and my friends. And that's the worst part.

Ben 10: All day, I've been reminded how I failed to be a hero... (looks at Gwen and Kevin) how hard it's gonna be to regain people's trust. Guess we're both on that path.

(Then the members of the Circle of Trust approach them.)

Deathstroke: You and X got a long way to go, kid.

Kevin: It'd be a lot easier if we're together.

(Powergirl holds Ben's hands while Zero taps X's shoulder. Later at Hyperion, the heroes are seen discussing about Kang's plan.)

Ben 10: We need help, don't we?

Shadow: Hmph. His? No, thanks.

Gwen: You guys gave BEN a second chance.

Daniel: Because he got his head straight and helped us to take down Peter. If he was still in charge, he'd still be a maverick.

(Suddenly, a heavy crate snaps from its tether and falls towards Edge, Before it can squash him, X grabs it with his bare hands.)

X: (as he puts the crate down) I'm NOT that guy anymore! Look, I get why you don't trust me. But you should trust the Maverick Hunters. This armor MEANS something. They put me through hell to get it back. (Batman says nothing) Fine. I've got my orders! Just thought it'd help if we cooperate. (turns and walks away)

Batman: X! (X stops and turns to Batman.) Maybe it's time I widened my circle of trust.

X: (walking back to the heroes) What can I do?

Zero: We're going to Gensyoko, you and me. Our "circle of trust" needs Marisa and her Guardians.

Ben 10: She would be willing help, if she wasn't in the middle of a civil war with Reimu.

X: (raises his hand) Um, both of them didn't like getting roped into the Regime by Spider-Man. Surely none of them will be happy to see ME.

Zero: (walks away) Get used to that.

(To be continued)