Totally Spies Ultimate Alien Spy

Chapter 3: Alien in WOOHP

(A/N: hello my Matrixians, to Rexcrash1333 again thanks for letting me adopt your story. I know I said it about three times already including this time, but I really thank you, now I can cross adopt a fanfic story from another author off my writer's bucket list. And from this moment on, unless I feel like it, this is the last author's note in the beginning of these chapters, please enjoy)

As of right now, Ben had explained everything, first the idea of Infinite universes then how he was from one. Then the story of how he gained the Omnitrix and the events that lead up to when he got the Ultimatrix.

And finally the battle that landed him here, he explained how Vilgax used a new weapon to destroy his home world. How he was forced to watch his friends and family die right in front of him.

"Then after I finally ended Vilgax, the beam he shot opened a vortex and sucked me in. Then I woke up leading to this conversation now" he explained.

As expected Alex, Sam and Clover had tears welling up in their eyes, Jerry had a shocked look on his face. The young man had been a hero for so long selflessly helping people, then losing everything he had in the blink of an eye thanks to a warlord. "I can't believe it... why would the universe let something so... awful happen to a person so... heroic?" Alex asked.

Ben looked down with a sad frown "sometimes the universe has different plans. Sometimes it helps" he said looking at the gauntlet on his wrist "and other times it's the absolute worst" he adds putting it down. After regaining her composure Sam had approached Ben and pulled him into a hug "in so sorry you had to endure that Ben" she said.

The super hero had been shocked by what the red head had did, but leaned into it. "We all are" he heard Clover and Alex say as the two hugged him from behind, though Ben had just suffered a major loss that didn't mean his hormones aren't in check. His face looked like a tomato, "thanks girls, I'm glad I'm not alone anymore... but what should I do now?" He asked.

A voice then spoke up "we may have an idea", looking to the source everyone had spotted five people. A nineteen year old girl with red hair and brown tips in a white blouse that had a black stripe down the middle with a green skirt and black and white boots. And she wore two black gauntlets on her forearms.

The second girl was fifteen, had brown hair with red tips and wore a black shirt with green highlights and brown trousers rolled up the the thighs. The last three had actually looked like Sam Alex and clover only with slight hints of brown in their hair.

"Um... who are you?" Jerry asked "greetings we are members of an inter dimensional society named the Council of Infinite Tens, our soul duty is to assist, protect and aid Amy and all Ben Tennyson's in the multiverse. Hello there my name is Ezra Titania Verdona Tennyson it's a pleasure to meet you" the tall girl said Bowing. "The girls next to me are my sisters Kelly, Alice, Clarissa and Selena" she added.

"Uh nice to meet you" Ben replied, "if you are wondering why we are here we have come... we're here to remind you who you are" Ezra said. "What do you mean by that?" Clover asked, the girl who looked like Clover, Clarissa, then spoke up "earlier Ben had just asked what should he do now, that's an easy question for any Ben Tennyson" she said.

"Live your life, we know you lost your family and friends thanks to Vilgax and I do apologize for not stopping him, the problem was that something prevented us from interfering" the Alex looking girl Alice said. "We would've saved everyone if we could have, but the universe wouldn't allow us, so we had no way" she added.

"I'm not blaming you for what happened, besides it's my fault for letting all that happen" Ben said until the girl with red tipped brown hair Kelly grabbed his shoulder and shook him. "Earth to Tennyson, don't blame yourself" she said "do you remember you're Ben Tennyson, wielder of the (looks at his arm) Ultimatrix, savior of millions of lives. You've kicked so much bad guy butt your feet should hurt. If you stop being living up to your name everyone's death will be in vain" she said.

Ben looked at her with wide eyes "she's right, even though your family and friends are no longer with you, doesn't mean they're gone for good. Each one of them lives within you, and if you stop what you do best their deaths will be in vain" Ezra explained. "I... I never thought about it that way" he said, she then stepped up to him and kneeled to his eye level "I know the family you once knew may not exist anymore. But the way to make sure they live on is to live yourself. If you continue being the hero you are, those who stood by you will stay live through you" Ezra said. Ben took what she said into account, and after that sunk into his head he smiled and nodded.

"You're right, the way to make sure my family stays alive now, is to make sure I live my life from this point on" He declares as the girls looked at him surprised. "Like the Phoenix of legend, though you may fall and burn in the fire of despair. you shall arise from the ashes and be reborn" Ezra said, 'please say we can tease him now sis' Kelly asked telepathically.

Ezra had a puzzled look on her face then smirked and nodded "thank you Ezra I needed to hear that" Ben thanked, "its no trouble" she replied then giggled. "Daddy"... that last part made everyone silent "what did you say?" Ben asked "did I forget to mention, we're all the daughters of multiple different Ben Tennyson's. Or to be specific the Omni Ben's" Selene said bringing out a picture of her father.

"The ultimately most powerful Ben Tennyson there is" she explained, "Okay... I admit he does look impressive" Ben said. "Well He is you" Clarissa joked making everyone laugh, "also, Selene, Kelly" Ezra said as the two turned into Nanomech.

"We're also going to give your Ultimatrix an upgrade, because let's face it Azmuth is to pompous to recognize the flaws in his own design" Kelly squeaked as she and Selene flew into the Ultimatrix. Ben chuckled "who's Azmuth?" Sam asked "the creator of the Omnitrix" Clarissa answered.

"And a giant pain in the butt as a teacher" Alice added, "I hate to admit it but Azmuth isn't that keen on listening to others" Ezra added. The two then. Flew out of Ben's watch "Okay that should do it, I fixed the stupid glitch where you skip to a random transformation every time you bang on the faceplate" Kelly said wiping her hands.

"That explains a lot" Ben muttered "and I allowed your Ultimatrix to connect to the different Primuses of different universes. That way you get to ah e a bigger arsenal" Selene added, "and who doesn't like master control?" Ezra said which made Ben's grin wide.

"Well our job is done, we'll see you around Ben... or if you get into a big pickle" Alice giggled before they left in a green flash. Ben looked at his Ultimatrix and smiled "anyway maybe it's time to introduce ourselves" Jerry said gaining the youth's attention.

The Brit explained where Ben was and what Woohp was, after consideration Ben had asked to Join Alex, Sam and Clover's Spy team. No doubt Jerry had agreed and allowed him to join after an examination of skills and combat training.

Little to say the girls were impressed at how adaptable Ben was in his alien forms. Clover especially loved Diamond Head as diamonds were a girl's best friend.