I don't think anyone saw this fic coming. Not even I saw it coming.

Ben 10 is my all time favorite animated series of all time.

And Code Geass is...well, I wouldn't say it is one of my favorite anime/manga of all time but...

I thought Code Geass characters, political intrigue and plot to be pretty great and well done.

Ad of the time of writing this fic, I have rewatched a bit of Code Geass's anime a few months back and like not even a week ago I've read the manga adaptation of Code Geass for the first time.

There's not any real reason for crossing these two franchises over other than the fact that I thought it would be cool to have Ben and co. be implied into the events of

As with Ultimate Chainsaw, this will be an AU merger where Ben and the other characters of Ben 10 live and were born in the same universe as Code Geass.

I do not own either one of Code Geass or Ben 10. Both series belong to their respective owners. All I own is this fic and its possible original characters and events.

Without further ado...enjoy!

6-years old Ben Tennyson is seen laughing as he runs around in circles and playing with a toy plane while his parents work in a lab. His parents, Carl and Sandra Tennyson, were scientists from the USA, but recently decided to work with the Empire of Britannia on something that may help the world.

What Carl and Sandra have been working on those past weeks were studying and recreating an alien device known as The Omnitrix that the Empire on Britannia found on a crash testing site while a construction was getting built.

"Ben, honey, don't go too far, okay? You know that the Royal Family doesn't like when you…bother them." Sandra said to the young boy who was without a care in the world and was ready to get out of the door quickly. Though he stopped once he heard his mother calling for him.

"Leave the kid be, Sandra. C'mon Ben, go on ahead, you can go play with Nunnally and Lelouch for a bit while mommy and daddy are doing work. Okay?" Carl said to his wife before turning to the young Ben and nodding.

The boy's bummed look suddenly turned upside down as his eyes filled with light once more and started jumping up and down excitedly.

"Really? YAY!" Ben chimed with happiness as he grabbed his toy plane again and started running off the door and into the castle's halls, reading to reach the room where the other kids(in this case Lelouch and Nunnaly) were.

However, on his ways to the halls, what sounded like a gunshot was heard from outside the palace. Ben didn't really pay any attention to the sound, thinking it must've been the floor creaking or something, and continued to make his way to the other room, only for Lelouch to sprint right past him.

"Oh! Lelouch! Wanna play? We can go with Nunnally and-" Ben started saying with a smile but Lelouch ignored him and pretended as if he didn't hear him. When the boy noticed the grimace on the prince's face, his smile fell and decided to follow after Lelouch to see what this was all about.

Lelouch went ahead towards the castle's doors, but once he opened them…he let out a horrified scream. Ben slightly walked through the door behind Lelouch, he let the toy plane fall to the ground and he couldn't even let a scream out of his mouth once he saw what left Lelouch frozen in horror.

One of the many queens of the Empire of Britannia and Lelouch's mother was standing on the ground, unmoving, blood was everywhere and her body was above that of Nunnally, seemingly having protected her with her life. A group of 5 soldiers wielding guns were seen standing above the corpse, ready to also end Nunnally's life.

"W…w…what is…GOING ON?!" Ben let out a weak shout, his voice wasn't audible at all though, luckily the soldiers didn't hear him but Lelouch sure did.

Lelouch's purple eyes targeted the brown-haired boy, as his face slowly contorted into shock. "Tennyson, you…! G…get out…Get out of here now! Before the soldiers-!" Lelouch exclaimed towards Ben once he noticed him. He talked in a low voice hoping that the soldiers that killed his mother wouldn't hear him but unfortunately.

"Capture the prince and bring him to Charles Zi Britannia-sama at once!" One of the soldiers, most likely the leader shouted, causing the soldiers to approach Lelouch menacingly.

"Sir! What about the other boy?! What do we do with him? If he speaks of this…!" Another one of the other soldiers exclaimed once he noticed the fact that Ben was there as well.

"Kill him. And if he tells someone about this…kill them as well. We can leave no witnesses of this alive!" The leader soldier yelled, as once he heard that, Lelouch instantly grabbed a hold of Ben's hand and shoved him onto the floor of the hall and closed the door soon after.

"Ben! Go! Tell someone about this…get help! W…who knows what will happen with me and Nunnally if you don't!" Lelouch yelled from the other side of the door as Ben got up from the floor and started running back on the way he came from as tears started falling down his cheeks.

When he arrived back at the lab of Carl and Sandra, it was too late for Ben to even explain to his parents what was going on. The parents did ask Ben what was wrong once they noticed the fact that he was breathless and crying but before he could answer, 4 soldiers ran inside of the

"W…what is the meaning of this?! W…we're scientists working with the emperor lest you forget…and I want to know why you are holding me and my family at gunpoint." Carl said with a growl as he approached the soldiers.

"Your son really saw something he shouldn't have. And because of that…all three of you shall pay with your lives for it." The leader of the soldiers said, causing the eyes of both Carl and Sandra to widen in horror upon realizing what that meant.

"I…I don't care what Ben saw! Y…you can't really want to kill us! After all that me and my husband did for you?!" Sandra joined on with her husband to stand up to the soldiers, who already were holding the trigger at this point.

"We know that…and we are thankful for your service. But…don't forget…your deaths will help our nation in the long run." The leader of the group of soldiers said as all of them pulled the trigger at once.

Seeing that, Carl and Sandra jumped in front of Ben and hugged him…followed by the sound of gunshots and red splashing into the ground and on the walls.

Ben's face contorted into a grimace of horror as he felt something warm and wet against his skin. Looking down a bit…he noticed that said warm liquid was…blood.

And on the ground…the bodies of his parents laid still. Ben's mind finally realizing that his parents were dead and that the blood on his skin and clothes…was that of his parents.


A few weeks later, Lelouch and Nunnaly were stripped of their royalty title and exiled to Japan. Ben was left alive and sent with the two royalty children, the trio now spending their days peacefully in the country of Japan only that…it didn't last.

Lelouch and Ben are seen walking through some beautiful plains located between a forest of trees, they struggled to get up over a rock to see what was going on. Seeing how they couldn't, a third boy looking a lot like Ben going by the name of Suzaku grabbed the arms of both boys and helped them get on the rock as well.

What they saw…shocked them beyond relief. War airships were flying left and right, dropping explosives into the cities below. Soldiers were killing innocent Japanese citizens left and right without discrimination and fearsome machinery was seen cutting down what defenses the country had left.

"Suzaku, Ben…I want…I want to…" Lelouch muttered with anger in his voice and trembling body. He folded his palms into fists as a glare of pure rage appeared in his eyes. He had enough of this already.

"I want to…"


And that day…was the day when the hatred and anger towards the Holy Empire of Britannia settled deep within the hearts of the three boys…Suzaku Kururugi, Lelouch Vi Britannia and Ben Tennyson.

Imperial Calendar Year 2011 Summer.

The Holy Empire of Britannia invaded Japan with the use of fearsome mechanical armors dubbed Knightmare Frames by the military.

Britannia's advanced technology and war tactics eventually overcame Japan.

And in not even the span of a single month, the utterly destroyed Japan was taken away from their freedom and rights and became part of Britannia's territories. They eventually even stripped the country of its own name…

Leaving it to be known as Area 11 of the Britannian empire.

My name is Ben Tennyson…and that day…in 2011…my whole world and normality was shattered…

All because of…

Them. The Empire of Britannia.

And soon…with the help of the Omnitrix…

I plan to change everything…and bring the war, blood and loss of innocent lives to a close…

As a hero for the people…


BEN 10.

This was the prologue chapter of Code Geass: The Omnitrix of Rebellion.

I hope that you guys have enjoyed this chapter and if you did, please review, follow and favorite.

The possible love interests for Ben in this fic are:

Kallen Stadtfeld

Euphemia Li Britannia


Nunnally Vi Britannia

Shirley Fenette

Milly Ashford

Marybell Mel Britannia

Oldrin Zevon

(I put the last three girls there just because, I haven't yet read the Oz so I don't know a single thing about either Marybell or Odrin but I said to put them there just because)

And that's about it. This entire chapter snd fic was a Christmas gift from me to you all, and I did after seeing how some of my favorite youtubers and writers dropped videos and chapter on Christmas so I said why not.

Until next time...

Have a Merry Christmas and a Happy New Year!

P.S.: The cover is just a place holder. A video opening MAD for this fic will be released on my youtube channel Tibi1234, so keep your eyes our for that.