After Ben had landed he saw what he suspects is Los Angles California. "L.A. Huh? Well might as well find a new home in this new world" he said.

However, before he did walk around he saw a red blip which electrified him. He saw that it was the Nemetrix. The Omnitrix then flashed and he turned into a new creature.

Ben looked at himself, baffled by his new transformation. "Huh I'm a predator and I'm not insane. Nice a new transformation and double the arsenal" he said. "I'll call this guy Predator" he said.

In the transformation Ben's clothes were replaced with a jumpsuit similar to Omni's except the legs were replaced with shorts and was Ruby red. The new creature was similar to said hybrid alien as well except it had red skin and dark red hair. It's eyes were ruby red and it had sharp fangs. It's hair ran down its back taking the shape of dorsal fins. In addition multiple Nemetrix symbols appeared around the new alien's body and the Omnitrix's symbol was replaced by the Nemetrix's. Ben's hands then turned into four fingered claws and his legs looked similar to a dinosaurs'. When the transformation was complete the new alien roared and got down on all fours.

He walked around his surroundings now in human form. Little to say the L.A. In this world was quite eccentric. "Not alien like on my earth but it's got a few bizarre things" he commented when he saw a person talking to her dogs on a phones.

He walked into a Gym thinking a good work out would be good after his battle. "Hi there a just looking to relax a little had a rough day" he greeted. A dark skinned black haired girl then walked in. "Hi I'm new in town, I was wondering if your Gym offered Pilates classes?" She asked

"Relax!? Pilaties!? Buddy this gym offer the latests in cutting edge training regimen" the Gym proprietor said. "We got submersible hydrocycling" he said gesturing to a man on a cycling machine under water. Then trying to peddle faster in order to avoid being bit by a piranha.

"Zero grav power lifting" he added gesturing to a man trying to lift a barbel in a wind tunnel.

"Uh never mind" they said walking out. "This town is tough" Ben said, "tell me about it they really take their work out seriously around here". The girl said. Ben then extended his hand to shake, "uh Ben" he said. "Alex" she said, "see you around" Ben said as he ran off.

Ben then went into a library he wanted to remind himself of Gwen as he went in. Looking aroud he saw that there were no books.

A red headed girl then entered as well, she was just as confused as he was. "Uh" she spoke up, "your just as confused as me why there are no books right?" Ben asked her. She looked at him and nodded. "Yup" she said.

"Name's Ben" he said, "mine is Samantha, but call me Sam" she said. They then shook hands.

An employee of the store then came up to them. Sam then came up and asked, "pardon me, where do you keep your books?" She asked. "Yeah isn't a book store supposed to have books?" Ben added.

"Oh we don't carry books anymore they scare the customers away" he said. "You know print is so last century" he added. Ben cringed at that, "but we do have these twenty four carrot book marks" he said gesturing to said book marks.

"Pure silk runway ready book bags and our five star gourmet reading cafe". Ben was starting to miss his old world, "and for you sir how about a..." before The employee could finish Ben and the girl ran out.

"Might as well run to someplace else" he said speeding off. He stopped outside of a shoe store. "And why did I stop out here again" he asked himself.

He then saw a blonde girl shouting "oh I Just love Beverly Hills". "That makes one of us" Ben said in response, "oh how could you not like this totally chic place?" She asked.

"Easy to much accessories" Ben replied, "hmm, Names Clover" the blonde said. "Uh Ben" they then walked to a nearby sushi restaurant.

Else where.

On the side of a building, two window washers were observing Alex Sam and Clover. "Assets will reach target in t-minus 10 seconds" a computer voice said. "Cluck cluck the chickens have left the roost I repeat the chickens have left the roost" one of the washed said as he used the window as a screen and his washing tool as a stylist.

"Time to put operation sushi roll into effect" the man from earlier said. "Are you sure about this sir" the other one asked. "As sure as tea time is 4pm." He replied.

Back to scene.

Ben and Clover walked down and said alien teen spotted the two girls from before. "Hey Sam hey Alex" he greeted, "hey Ben" they both said. "Oh you know him too?" Clover asked.

At the moment the two men washing the windows saw them talking to Ben. "Huh stop, who is that" one of them said. "Not sure but scans are picking up something unique about him. Quick add him for our roster" The British voices one said.

Back to Ben and the girls, they were conversing when the two decorative chopsticks above the restaurant fell next to them. "Whoa what happened?" Ben asked before the sushi roll on top fell as well.

"Oh no my bags" Clover screamed as she threw them in the air. Ben decided to be nice and speed up and catch her bags before the Sushi roll hit the ground. It then rolled off, "we are so lucky that we didn't just get pummeled" Sam said.

Ben "I hear yah, also Clover I caught your bags" he said giving the blonde her bags. "Hey thanks, even the Sushi has attitude in Beverly Hills" she said.

"Well maybe it's trying to find its way back to the ocean" Alex said. "Alex that was salmon if any case it wants to go to fresh water" Ben joked. "Well apparently it's this way" Sam said as the Sushi rolled back towards them.

"WAAAAAHHHH!!???!???" They all screamed. "Run for it!", the decoration then knocked all four of them on top of itself. "Whoa jeeze" Ben said as they clamored together to get better footing. "Not the strangest thing I've done but it's on the list" he said.

Alex then looked down, "uh oh we're not the only ones in trouble, look at that poor little piggy" she exclaimed seeing the swine run away. "Come on. We better stop this thing or it'll turn all five of us bacon" Sam said.

Ben couldn't agree with her more. He then brought out Snare-Oh's bandages. "Okay we're gonna need a long piece of rope" he heard Sam say. He immediately tried to display his tendrils. "Here my belt" Clover said, he then intook his bandages and brought out Wildvine's tendrils. "And how about some vines?" Ben asked.

"Good now we just have to figure out how to hook one end on to the roll, and the other onto the mat arch way" Sam continued. "Well I can handle the arch way no probs" Alex said, "Same here" Ben added.

As they got closer Alex leapt on to the arch way while Ben turned his legs into Crash Hopper's and leapt with Alex. After landing Ben shot his tendrils into the roll while Alex tied her end of the belt on the arch way.

They both gave a thumbs up, but Ben circled around the structure a bit more so his vines had a firm grip on it. "Okay it's on tight" he called out.

"Time to bail" Sam said as she hooked the belt buckle into the sushi roll then jumped off. Alex then spotted the pig and went to rescue it. Mean while Ben had detached his vines from his fingers and held them tight.

As the sushi started to spin around the Arch, Ben grunted trying to hold his vines in place. After getting closer to the center the sushi disintegrated on contact.

Ben then sighed in relief, "whew glad that's over" he said walking up to the girls. "I guess after that bizarro experience we should probably introduce ourselves" Sam said. "I'm Sam".

"Hi I'm Alex you rocked back there" Alex said. "Thanks I'm Clover, and aside from the major Drama we just went through it's a total pleasure to meet you both" clover said.

Ben in the mean time was cleaning up the sushi. Using Upchuck's powers, he was stuck in space for two weeks with awful food his grandfather made him to eat. What'd you expect?

"Well I really should say three" clover added pointing to Ben who had finished the last bit of Sushi. "Sorry Ben" Sam apologized, Ben then faced them and swallowed.

"It's fine" he said. "You know we can go and have a ginger avocado milkshake to forget about our emotions" Sam said. "Okay" Alex said while Clover said "Sounds good". "I'll take anything at this point I hadn't eaten much recently" Ben said.

The four were then walking into a shopping center when Clover went back to get her belt. Which was entwined with Ben's vines. "Oops almost forgot" she said. "Accessories like these don't grow on trees" she said.

"Good rhyme" Ben said, "also why were you carrying these vines?" Clover asked. Ben then asked them to speak quietly, after they were in a discreet area Ben told his story to them.

They were skeptical at first that was until Ben proved himself by turning into Omni and used various alien powers. Little to say they were very surprised. "Surprised huh?" He said. they all nodded, "whatever you do" he started to say.

He then dropped to his knees and started to beg. "Please don't tell anybody about my powers" he said. "If anybody finds out they'll turn me into a weapon, or try to mob me for autographs" he added.

The three looked at each other and back at him. "Okay" Sam and Alex said. "We promise not to tell anyone" Sam said. "Don't worry we'll keep your secret" Alex added. "However I want you to do something for us" Clover said.

"What exactly?" Ben asked thinking this was going to end badly. "Considering how cute you look maybe... we could go on some dates sometime" she said with a blush. "Oh um well, I guess that would be alright" he said blushing.

Sam and Alex then blushed as well. "Well I guess I should try to find a place on this world" Ben said. He then walked off sending his friends a wave and a warm smile.

Just then his phone rang, "hello?" He asked. "Excuse me, but you have won a contest for a chance to enroll in Beverly hill high" the voice on the phone said.

'Huh a high school? Wait did I revert to my sixteen year old body? Oh well I've been given a chance and I'm gonna take it'. "Thank you so when do I enroll?" He asked.

A few days later Ben was walking to his new high school. He had to say that it was very classy. He then spotted a girl with black hair with velvet highlights. She was demanding any boy who saw her to do some sort of work for her.

Though Ben admitted that she looked attractive it was going to take a lot more than that to win him over. "Not being controlled by popularity" he said to himself as he used Chamalian's powers to turn invisible to stay out of sight.

The teen shapeshifter jumped on top of a nearby tree and waited for the rest of the students to enter the class. All of a sudden the intercom went off. "All new students need to report to the principal's office like ASAP" it said.

"Guess that's my cue" Ben said as he used Ghost Freak's powers to phase through students and get to the office faster. "And I thought I get creeped out by Ghost Freak" he commented as he kept flying down the hall then went back to normal.

He was about to enter when he met up with three surprises. "Ouch hey... YIPE!? Okay who's hand is that on my behind!?" He said. "Wait Ben is that you?" A girl asked, "huh Sam, Clover, Alex? Your going here to?" The stern hero asked.

"Yeah I just transferred" Alex said before they all fell. "Hey so did I" Clover added, "same here" Sam said. "Just got here by mere coincidence, also SERIOUSLY WHO'S HAND IS TOUCHING MY BUTT!?" Ben said.

"Oops sorry" Clover apologized getting off him. The rest fallowed but Ben got the chills from looking at the principal. "Yeesh, she could make Vilgax shiver' he thought.

Sam gave a long introduction that made Ben's head spin, but also impressed him. With her impressive curricular how could the principal not like her. However that thought was short lived when the hag in question mentioned something about her not liking grade grubbers.

Little while later they exited the office. Ben was very ticked at how the principal or miss Scritch was treating his friend. He took a look around the cafeteria of his new school. Like the rest of L.A. It was very eccentric.

He turned his head to avoid looking up the Cheerleaders' skirts by accident. "Is it just me or is Miss Scritch a real Witch?" Sam asked. "Tell me about it, I bet she can Make Vilgax cry, oh he was one of my former bad guys" Ben explained.

"Let's just say she's as friendly as a jail guard" Clover commented. They all laugh from the comment. "Boy I hope some of the other VHP's here are nicer than she is" Alex said.

At that moment the girl from earlier was back and stepped in front of the group. "Hola newbies" she greeted, "I am Mandy, in crowd ambassatries of Bev high" she added on.

Her groupies behind her giggled. Ben cringed, 'I got a bad feeling about her' he thought. "I insist you let me buy you a first rate double soy mocha chai at the in school late bar, and as for you handsome" Mandy said looking at Ben. "Maybe something else to work on those tone muscles" she added.

The super hero really started to cringe now. "Sure thing""Hey thanks""great" Alex Sam and Clover said. "I really have a bad feeling" Ben whispered to Clover.

"Are you kidding, I can't believe we've already been here for ten minutes and we're already in the in crowd" Clover said. Ben groaned at what she said, despite what he said to her.

All of a sudden the machine Mandy was using started to rattle. Ben caught sight and put himself in front of the girls. H turned into Omni then changed his arms into Diamond Head's to shield them from a mocha chai blast.

However the force knocked them all back and they hit a tree. Ben turned back, luckily no one saw his transformations. "Well this isn't the worst thing that has happened" he commented as they came off the tree. "In fact compared to my original life that was actually a normal person's day" he said.

Everyone then started laughing at him, "okay shows over people enough laughing or else" Ben said as he punched the ground which made it shake violently.

"Welcome to Bev High losers, I'll still set my eye on you handsome don't worry" Mandy said before walking away. "Okay gonna throw up" Ben said making gagging noises. "Okay it's official" Sam said

"I'm completely humiliated" she added, "luckily we still have each other" Alex said flipping into her knees. "You guys are like my total NFBFs" she said. The others looked at her confused, Ben at the same time was trying to separate his hand from his hip.

"NFBFs?" Sam asked quizzically, "new found best friends" Alex explained. "Awe I feel the same way" Clover said, Ben spoke up, "Kevin'll probably make fun of me if he heard this but I kinda feel the same" he said.

"So do I" Sam said as Ben helped her up. "Which is why I vote we stick together" she added. They hugged Ben shrugged it off and decided to throw his arms around their shoulders.

"Ah who cares if this looks girly I'll hug to that" he said. But soon realized his mistake as they tried to separate but got stuck from that drink that splashed them. "Oh man I forgot" he said as they finally got pulled off.

They all laughed, "I guess that double soy chai really thrashed our threads" Sam said. "Ew now I know how it feels to be a chilly fry" Ben said as he licked his arm. "Hmm does taste good though" he said.

"No worries I am totally prepped for such an unfortunate sitch" Clover said as she lead them to her lockers. She opened it to reveal multiple different outfits.

"I have at least ten different outfits stashed in my locker" she said proudly. "Ten outfits?" Sam repeated, "now that's what I call resourceful". "My lucky number" Ben said as he picked an outfit choice.

"Yeah Clover your like a one woman wardrobe department" Alex said. "But before we change shouldn't we do something about Mandy?" She asked. "Oh we'll deal with her later" clover stated coming out in a new outfit.

"When she like least expects it", "I would rather retaliate immediately but they do say revenge is a dish best served cold" Ben said now in a white jacket with black lines. With green bell bottoms that had brown trims and a black shirt with green highlights.

"Wait I'm not wearing girls clothes am I" Ben said embarrassed. "No I also had these in store in case I had a date who needed an outfit change" the blonde explained.

"Whew" the hero sighed. When all of them were done the ground started to shake. "I don't like this" Ben said, when all of a sudden they opened and one was sucking them in like a vacuum.

"Whoa no" Ben exclaimed as he grew a blade like claw on his hand similar to wolverine and bored it into the ground. "Come on Rath don't fail me now" he said as he anchored himself more. "Quick make a human chain" Alex said as they grabbed hands and Ben shot a web shot at Alex's hand who was at the beginning of the chain.

"Hey what do you know my plan actually worked" she said. However a nearby fountain sprayed them and the vacuum succeeded in pulling them in. At the moment they were all sliding down slides and then landed in an office. Green slime fell on them but Ben was nowhere in sight.

"Hey where's Ben" Sam asked, "right here sorry" a garbled but recognizable voice called out. Sam looked at the slime on her and quickly realized. "Ben... is that you on us!?" She said, then said alien peeled off and started to reconstitute.

"Yeah Sorry immediate reaction for me" he said. They looked around the office they were in that was very high tech.

"Whoa what is this place?" Clover asked. Alex then spoke up, "I don't know but is anyone catching a weird alien vibe?" Asked. "I'm technically an alien and I know how that vibe feels so no I'm not" Ben said.

"I doubt it has anything to do with E.T.s Alex" Sam said. The red head then walked over to the desk, "but whatever the vibe is it's definitely spooky" she added.

Clover then gasped, "wait a sec, I bet we are on one of those reality TV prank shows, we are in L.A. after all" she said. "Oh I hope not" Ben said hoping the cameras didn't see him transform.

The blonde checked herself out of a mirror. "I'm so not camera ready" she said. "You look camera ready to me" Ben said. On the other side of the mirror two figures were watching.

"I'm not sure that these girls have what it takes to be spies Jerry" one said. "I agree that they're a bit rough around the edges but I assure you they are WOOHP worthy and our tests confirm that they all have the spy gene".

"The only jeans these girls have are designer genes" the other said. "Nonetheless their typical school girl profiles is the perfect cover".

"as for the young man he apparently comes from another universe" Jerry said.

"The device on his chest allows him to transform into various alien life forms, according to our scans at least" he added.

Alex the checked out a few pictures on the wall and Ben joined her. "The sweat sensor lie detector?" She said. "The human memory eraser?" Ben added. "The Glo.S.S Global satellite surveillance system" both said at the same time.

"I don't know girls I get the feeling this place is no joke" Alex said. "I'm getting the same feeling" Ben added. "Whoa check this out" they heard Sam say as they rushed over.

"A bunch of office supplies well looks can be deceiving" Ben said. As he picked up what looked like a lead pencil. He clicked it and it turned into along whip, "whoa mama!" He said.

Sam picked up a pen which turned into a satellite dish. Then Alex picked up a stapler which turned shot a laser when she fiddled with it. Everyone was in a panic until Ben absorbed it inusong Chromastone's powers.

"Alex please be careful" he's said. All of a sudden the doors behind them opened up to reveal two black figures. "AAAAAHHHHHH!!!?" The girls screamed while Ben got into a fighting stance.

"I TOLD YOU WE WERE ABDUCTED BY ALIENS" Alex exclaimed. The lights toned down to reveal a balding British man and a younger man both in suits. The British man pressed button on the remote. "Actually the aliens are down in the freezer" he said as two areas opened up to reveal two aliens on containment pods.

"Yeesh" Ben groaned at the sight while the girls screamed. Clearing his throat the man spoke up again. "We're agents" he said while the other younger one greeted them. "Hi girls and sir" he said which Clover went Gaga over.

"Oh ooh la la" she said. "I have a feeling this is going to be a thing with her" Ben said while Sam and Alex sweat dropped in agreement. "Oh I wish I'd remember head shot".

"We're not talent agents, we're secret agents" the younger one spoke again. "I'm jerry and this is Tad" The older one said. "Welcome to WOOHP".

The girls and Ben looked at each other then started laughing. Ben kept a straight yet confused face. "I don't care who you are" Sam said, "I demand to know why we've been brought here" she added.

"And I demand to know what a woohp is" Alex said. The two agent smirked at each other then Jerry turned on his monitor. "Woohp stands for World Organization Of Human Protection" he said.

"A top secret institute aimed at fighting global crime" Jerry continued. "Your here because you have been chosen to join out elite group of covert international spies".

"Yah right just because we live in Beverly Hills now doesn't mean we're stupid" Clover said. "Very true Clover, after monitoring you, Sam and Alex for years I've determined that you have an aptitude for espionage" Jerry said displaying videos of Sam quickly solving a rubics cube, Clover secretly snatching a book from her mom, and Alex doing some impressive moves on the monkey bars.

Ben whistled at what he saw, "you three are indeed something" he said. "As for you young man you seem to allude us, after scanning the surface of your body we have found out that it has traces of a sub spacial transport energy signature that theoretically can be found if one travels through worlds" Jerry said.

"Impressive, yes I indeed come from another world another version of the earth" Ben said. "Mine happens to have aliens walking side by side with humans like they're neighbors" he continued.

"Hmmm so there are species of extraterrestrial life that don't want to invade and take over" Jerry said. "But that's only in my world, here there might be some but I'm not sure" Ben added.

"And so not only have I arranged for all of you to be transferred to Bev High, but I also arranged for that sushi test you took earlier" the brit added.

"Doing which you displayed a tremendous amount of potential". "Though I am upset about this I can't help but say I do my best at what I do" Ben said.

"OOOHH YOU MONITOR US, hello creepy much" Clover said. "Okay that's it I'm calling the cops" she said as she brought out her phone. However Jerry's face was on her screen.

"If you four don't want to be spies you don't have to" he said. "Oh that's good, because we so don't" Alex said. "As much as I like reliving my glory days as a hero, I'm not willing to be torn apart by fans again" Ben said.

"Moving to a new city is stressy enough" Clover said. "City? Try universe" Ben said, "they all had awkward faces remembering he's from another world. "And besides a whole other cuticular of spy work does not fit into my schedual" the blonde continued.

Ben then used Big chill's moth wings and his intangibility. "And speaking of schedules we really need to be getting back to school" Sam said. "Yeah I got a feeling the teacher will be surprised to see a moth man ghost creeping up from behind him" Ben said chuckling in his ethereal form.

"I understand, hmm but before I let you go I have something for you" Jerry said before Tad gave clover a wallet. "It's a woohp wallet phone, in case you have a change of heart you can use it to contact Jerry" he said.

"I'll take it under consideration" Ben said to himself. "One more thing, under no condition are you to mention what you have seen or heard from here to anyone". He stated, "or what, you'll have us eliminated?" Clover asked laughing.

"Don't make the situation dire" Ben said. "Oh of course not, we stopped doing that in the nineties" Jerry laughed. "Well have you one way teleported to Siberia" he said which made all but Ben jump.

"You can't contain me even if you tried" Ben mused. "Ta ta" Jerry said as they all got sucked down a hole in the floor. They appeared back at school in multiple areas.

Clover and Alex fell out of vending machines, Sam was stuck in a trash can and Ben was thrown out of the floor but used Gravattack's gravity powers to land safely.

"Hello losers" Ben heard Mandy say, he initially but discretely coughed up one of ball weevil's gooey balls and rolled it towards Mandy. Once at a safe range it detonated and sent anyone within range flying.

He helped the girls up then used XLR8's speed to clean the trash up. "Done and do... oh no principal alert" Ben said as he used Goop's shaping power and Chamalian's camouflage to hid himself and the girls.

She looked around, and then walked down the hall. "Officially the worst day ever" Clover said. "Believe me it can be worse, you could've lost your family" Ben said as he walked to class.

'Like how I lost mine'.