Ben 10:Ultimate Marvel

The morning sun filtered through the curtains, casting soft lines across the cabin wall. Gwen stretched, her body still sore from yesterday's chaos. Her mind wandered back to the fight with Animo, the X Co. squad, and how Ben—as Four Arms—had shut it all down like it was nothing. Things were changing. Fast.

She rubbed her eyes, slipped on her hoodie, and padded barefoot into the main cabin of the Rust Bucket. It was quiet, except for the soft scribbling sound coming from the small table near the window.

Gray Matter was hunched over a notepad nearly the size of his torso. His tiny three-fingered hands moved fast, jotting something down in tightly organized clusters.

Gwen blinked, stepping closer. "You're up early."

Ben didn't look up. "well i could not sleep i has so ideas."

She raised a brow. "What are you doing now?"

"Designing," he replied, finally glancing at her. His large Galvan eyes were focused, serious in a way Ben rarely was when he was human. "Plans for something long-term. A support system for emergenies."

Gwen leaned over the table, eyes narrowing. There were dozens of sketches and flowcharts. Spherical drones, labeled with functions: "Target ID," Proton cannon," "EMP Pulse," "Formation Blast," and more. A tiny AI module was boxed in the corner with lines connecting it to each sphere.

"What are these?"

Ben sat back on the pen cap he was using as a stool. "The Omnitrix is amazing, but it has that stupid time limit. If it times out when I'm in trouble, I'm toast. And Upgrade can help me build stuff so i was thinking about making stuff of my own,so I had this idea last night about having Back up helpers

As you already know I got involved in situations some were even close calls or overwhelming."

Gwen stayed quiet, listening.

"So," Ben continued, "I want to make something to cover my weaknesses. This Drones. Autonomous, pre-programmed. They can scout, hack into systems, provide cover fire, even attack in a coordinated swarm if needed. And most important—protective AI. Not real intelligence, just advanced programming. Smart enough to distinguish friend from threat, act on its own when I can't."

She crossed her arms. "Like bodyguards that follow you around."

Ben shrugged. "More like floating Swiss army knives with brains. They link up too—if I'm down, they can attach and fly me away. Last resort kind of thing still working on it tho i have to make special arrangements and cloths maybe so they can attach to me easier."

She was quiet for a second. Then: "You've really changed."

Ben blinked. "What?"

"You didn't use to think like this. You were more... reckless."

"Still am," he muttered, rubbing the back of his tiny head. "But this isn't just fun anymore. Too many close calls. I need to be better plus i can't know what I can't see right now I need more eyes around."

Gwen studied him, noticing how awkward he was acting. Not with his words, but the little ways he avoided eye contact. Fidgeted. Paused too long when she spoke.

She tilted her head. "You're being weird around me."

Ben looked up, startled. "What? No, I'm not."

She didn't push. Internally, she made a note of it. Maybe it was puberty. She had read in Biology about this. Boys his age started acting harmonal around girls. She shook the thought off, as her mind was going in weird place she does not want to think about.

"Okay, genius," she said. "You want to build a system like that? You got any idea how you will do it."

Ben nodded. "I figured. Upgrade can integrate tech, but he can't just... manifest code. I need to understand computer logic, security protocols, how to build a reliable AI module that won't glitch or get hijacked."

"So you're asking for help ?"

He sighed. "Yeah, yeah. You know any good books?"

That brought a small smile to her face. "Well i don't study machines more physics,.But i think you need to study about , Software Engineering, Machine Learning for Robotics, AI Design Models, Embedded Systems. Also some physics texts. You'll want to understand drone flight algorithms and fail-safes."

Ben was already scribbling a list. "Can you tell where can I get those books or notes

I am not that big of a nerd to know where can I get all that?"

"Sure. And I recommend checking out a few

Authors from MIT I will make a list of it , and i hurd that Reed Richards, Hank Pym,or tony Starks have some of Their theories and work are public. You might learn a lot."

Ben made another note. "I'll keep it in mind."

Gwen pointed at the sketch of the orbs. "You should add a medical scan feature. And a backup route planner. Something that scans surroundings and creates an escape path automatically."

Ben looked at her for a beat. Then nodded. "That's actually really smart Gwen you will be the best partner in crime."

She smirked. "Told you."

He hopped off the pen cap. "Alright, I need parts. And some other books."

In a flash of green light, Ben morphed into XLR8. "Back in ten. Maybe fifteen if I stop by that tech scrapyard."

She stepped aside. "Just don't bring back another microwave."

"No promises."

He was gone in a blur.

Gwen sighed, standing alone now. The Rust Bucket was silent again.

She glanced at the table. His notes were all there—detailed, layered, planned out in a way that didn't feel like the cousin she used to argue with over video game controllers.

She walked to the kitchenette and pulled out the leftover potatoes from last night—soft, peppery, still warm enough to eat. Ben had made them from a recipe he'd watched with Aunt Sandra.

As she ate in silence, Gwen looked out the window.

Everything was changing. But maybe, just maybe, they were figuring it out together.