Ben 10:Ultimate Marvel

The steady hum of the RV engine served as background noise as Ben sat cross-legged outside in an empty lot, a scattered mess of parts and tools surrounding him. The midday sun beat down on the open field, but he didn't seem to care. Old electronics, broken drone shells, gutted control panels everything he'd gathered with XLR8's speed over the last few days was laid out like a treasure hoard.

Ben was focused. unusually focused for a twelve-year-old as he peered into the hollowed-out remains of a rusted computer tower he'd salvaged from a landfill. The thing was ancient, full of bloated capacitors and dead dust-coated circuits, but it didn't matter. His fingers hovered over the Omnitrix. One press, one flash of green light, and the young boy was gone replaced by the tiny, big-brained form of Gray Matter.

As the Galvan, Ben wasted no time. With sharp clarity and precision, he began drawing few last diagrams on a notepad Gwen had given him, filling the pages with tight sketches and calculations. Notes from previous transformations danced through his thoughts processor layouts, voltage optimization, interface modularity. Combined with what Upgrades analysis shown earlier, he knew exactly what to do.

When the notes were complete, he swapped to Upgrade, the liquid metal alien fusing directly with the dead hardware. Circuits restructured. Busted chips were remade at the nanometer scale. Power draw was reduced. Components that once needed space the size of a shoebox now fit on a chip smaller than a fingernail. Upgrade did what would have taken anyone years of Development and high tech machines in minutes.

The result was a sleek, black laptop. Flat, no logos, Custom ports. It didn't look like much, but it booted instantly into a custom OS Ben had thrown together from open-source frameworks and his own modifications stripped down, A 2025-level machine built with alien tech and salvaged junk, running quietly in the middle of nowhere.

Ben grinned, flipping it open and tapping at the keys. The interface responded smoothly. This was his now. Made by him, not borrowed or bought, finally he can be free from Microsofts Servilance in this life atleast.

With the laptop done, he turned to the next project the ORBs.

Lining up parts he had stripped from other machines ,wiring, camera lenses, and a pair of blasters he'd ripped off the motorbike he began assembling. The motorbike itself had been built from the remains of the first three drones that attacked him, fused together using Upgrade's body during the heat of battle. Now, he was pulling pieces back out of it.

The power supply came out first. Small, compact, but reliable. The blasters were dismantled next repurposed to smaller form the core of his new project. As Gray Matter, he used his vast knowledge of material science to instruct Upgrade in reshaping the scavenged metals at a molecular level, more efficient structures. It wasn't literal titanium or carbon fiber — but it was close enough in strength and weight.

Piece by piece, the ORBs took shape. Smooth, seamless black spheres, just larger than a baseball. No exposed wires, no fragile joints. Inside each was a tight arrangement of reconfigured electronics: hover stabilizers made from repurposed drone bots, thermal sensors, night vision and infrared modules, and a functional EMP pulse core. Even basic LIDAR was installed for environmental mapping.

By the time the sun dipped below the horizon, the first two ORBs hovered silently in the air in front of him, softly humming with internal power. They spun slowly, sensors adjusting, scanning the area with passive routines. To

Ben leaned back in the grass, sweat on his forehead, but a grin on his face.

The ORBs hovered in place with a gentle hum, their matte black surfaces gleaming in the sun as they slowly rotated and adjusted their sensors. Ben stepped back, watching them run their diagnostics with quiet satisfaction. Everything was stable. They hovered smooth, no drift, no overheating. A damn good start.

Behind him, the RV door opened with a soft creak. Gwen stepped out, holding a bottle of water, squinting a bit from the sunlight. Her gaze immediately caught on the two floating spheres.

"They're active?" she asked, walking over with interest.

Ben nodded, not looking away. "Yeah. First test run. Hovering is smooth, no wobble. Sensors are all online."

She came closer, eyes scanning over the orbs' clean, seamless surface. "These look... solid. What'd you use for the outer shell?"

"Reshaped alloys using Upgrade," Ben replied. "I didn't have actual titanium or carbon fiber, but I restructured the metal at the molecular level—Gray Matter helped with the designs. It's not perfect, but it's strong, waterproof, and light."

Gwen whistled softly, circling around one of them. "And these are the prototypes?"

"Yeah. I stripped parts from the bike mostly the blasters and power unit—and scavenged everything else. The internals are repurposed drone tech: hover stabilizers, thermal and infrared sensors, even a basic EMP pulse core. LIDAR too, for mapping."

"That's insane," Gwen said, eyes wide with excitement. "And they're running stable already?"

"So far." Ben gave one of the ORBs a quick signal, and it shifted position mid-air with perfect control. "Still a lot to refine. But not bad for the first gen."

She smiled and offered him the water bottle. "You've been at this all day."

"Thanks," he said, taking it. "Worth it."

Her eyes drifted toward the nearby crate where the laptop rested, screen still glowing softly. "That the new system?"

"Yep." He walked over and flipped the screen fully open. "Built it from scratch. Used Upgrade to fabricate custom boards, Gray Matter's design principles to streamline it. No wasted space. Runs clean, fast, no spyware, plus probably like 5000% faster then your current laptop"

Gwen leaned in, scanning the interface. "This looks... way more advanced than even what we saw on the field trip to Stark Labs last month."

Ben nodded, pride sneaking into his voice. "Not a surprise. Those guys are brilliant, but they've got budgets, and they probably have it just not released yet , plus I've got alien tech, ."

She gave a short laugh, then tapped one of the icons. "Still thinking of adding medical diagnostics to the ORBs? Like we discussed?"

He paused, then shook his head. "Not yet. I want to, definitely. But I need better sensors, medical datasets, and a lot more testing. Right now I'm just getting the basics stable hover, scan, recon, internal mapping."

Gwen nodded. "Makes sense. No point overloading them before the core systems are locked in."

"Exactly," Ben said, glancing at the two ORBs still gently rotating in the air. "One step at a time."

They stood together in silence for a few seconds, just watching the machines hum through their routines. The sky was beginning to shift to gold and orange. A quiet kind of satisfaction settled between them.