Me: Hello and welcome to surprised next crossover of the series, The Cross-Dimensional Adventures of Ben 10. Originally, I wasn't planning on this crossover, but then a reviewer asked if TMNT 2012 will be the next crossover. But I said no to that and let my plan for the series to continue. That is until I thought of this story and decided to do my first two-shot(I have no idea what it means). Before you read this story please note that this is my first TMNT 2012 crossover, so some characters might be out of character. There might also be some spoilers from TMNT 2012 season, cause I added a few references from future episodes. And before you read, don't think the crossover with the teen titans is done. I'm still working on it and it will only be finished if I've listed it as finished. And lastly, for those who haven't read the previous crossover, this is a thirteen year old Ben that has the recalibrated Omnitrix. If you want to know more then read the previous crossover. Well now that's said, On to the chapter!

Chapter 1: Hero meets Ninja Turtles

Distance away from the city of New York, on a remote island and raining heavily, stood a castle. The sea rustled and bustled against the island shores as the wrath of the weather was furious. Rain poured down heavily, forcing the sea to rustle in rage. It was a good thing the castle stood strong, thus the force of the wind did no effect. At the almost top of the castle was a word of ownerships, pride and strong. The word was 'The Shredder'.

Within the castle, the halls and passageway were filled with strange look alike ninjas. The security was tight like they knew something was going to happen. However, in a hall, a few ninjas walked away unaware of a fast blur jumping to the ceiling and back to the ground. The figure was silent and ran down the corridor while being careful not to alert any ninjas.

The figure reached an open window, looking around frequently in a hurry.

'Where can there be keeping them?' the figure thought out, as it took the time to stroll down.

Just then, the mystery figure stopped as he heard familiar footstep behind. His senses were correct and he quickly spun around, dogding a few daggers. The figure acted quickly to bring out his sword and glared the owner of the daggers.

"Karai!" The figure yelled.

"Leonardo." The woman standing before him smirked, "We were expecting you'll be here."

"Where are my brothers!?" Leo demanded, his hands gripped tightly at his dual swords.

Theme song

Insert Teenage Mutant Ninja Turtles 2012c Theme song here

Theme song

Karai grin at the demand. To Leo's surprise she chuckled with an untrusting laugh, "You have a lot of guts demanding from me. Remember back when I asked for your trust. I trusted you to help me fight the Kraang, but you didn't trust me enough?"

Katanas in hands, Leo swung them to a better fighting position, "I'm sorry for that, but I won't let you or your father hurt my brothers." Immediately, Leo dashed at Karai and swung both his katanas at her. However, Karai was swift as she dodged the attacks and brought out a dagger. Again, as Leo sent his katana at Karai, she swiftly ran under his attacking sword, easily dodging the blade and got behind him. No sooner, she spun around just to fire the daggers she had prepared.

But Leo was alert as he turned behind him. He saw the daggers coming and swung his katanas against the upcoming attack. Then he dashed at her, striking his katanas at her. Karai back flip from the upcoming katannas blades. She continued to back flip from the upcoming katana attacks, before coming to a stop, a few distance from Leo.

Karai stood with a smug look on her face before running off. Leo was shocked at the sudden retreat, but pushed it behind him and followed her. The chase continued as Karai ran passed a few Foot ninjas. The guiding Foot clan saw Leo coming and brought out their swords. But rather than fighting them, Leo swiftly jumped on one of the foot ninjas faces and launched himself into the air. He did a flip in the air before landing erfectly on the ground behind the foot soldiers. Then with a sprint he continued to chase Karai.

Karai in sight, Leo dashed faster. The space between him and her was beginning to close. He could feel himself getting close. As he drew closer, the two entered a large hall. Then the most suspicious thing happened. Karai stopped at the middle of the hall and turned back at Leo with a smirk of her face.

"Smoke bomb!" Karai shouted and threw down three pink balls. The balls created a pink smoke that covered Karai's entire body. It soon cleared away to reveal Karai gone.

"Karai!" Leo growled. Very mad, Leo glared around him, "Where are they?!"

"Why look for her while I'm here." A dark sinister and evil voice spoke.

Leo could feel himself slightly tensed as he heard the voice. He knew who spoke and quickly to the direction with his katanas in his hands. Standing a few feet from him was none other than The Shredder himself.

"Shredder!" Leo snarled.

"Welcome to your death." The villain said.

Immediately, Shredder charged at him, his gauntlet blades sharp and ready. Leo watched as the villain quickly charged him and swung his katanas against the upcoming blades. For a few seconds, the two tried to overpower each other, with the shredder winning. Leo grew more strained as Shredder continued pushing his blades against him to his face. Then with all his strength, Leo pushed Shredder's blades back, causing the villain to stumble backwards.

Just as he stood, Leo noticed a shift in the air which made him suspicious. Quickly, he spun behind just as an upcoming dagger headed straight for him. He quickly swung his katana against it and narrowed his eyes at a wall. The wall slide opens like a door and Karai walked out.

"Did you miss me?" She smirked.

The only response from Leo was an angry forced groan at her. For a while, Karai and Shredder got into fighting stances as they got ready to fight Leo. This also became a problem for Leo as he stood at the middle between the two. A side of his body was turned to Karai as he had a katana at his right, then a left at Shredder. His eyes kept moving from one opponent to the other, watching who would make the first move.

Karai was the first as she swiftly threw a dagger straight at Leo's head. But Leo caught the sight of the dagger and swung his sword against it. However, this was a distraction as the Shredder charged at him and sent his right gauntlet blades straight at Leo. Leo saw him coming and swung his katanas against Shredder's blades, causing his weapons to clash with the enemy's weapon. But then, Shredder forcedly kicked him, forcing him to stumble back.

As Leo stumbled back, Karai shot another dagger at him. But the turtle swung his blade at the weapon again. To get the upper hand, Leo leaped backwards to get a better view of his two foes. Leo now got a better view of the two villains as they stood by each other. The two nodded at each other, having the same thought in mind and turned towards Leo. They stood got into their fighting stances and charged at Leo. Leo got ready as the two approached him and fought back as much as he could.

The fight became a battle as Leo fought both powerful foes. The duo was strong, but Leo knew to fight back. However, there were times Shredder got the upper hand due to better fighting experience and sometimes Karai due to her swift attacks. Despite the two combined strengths, Leo was a good defense fighter, using it to his advantage against their harsh attacks. But eventually Leo could feel himself weakening due to exhaustion. His offence began to weaken, forcing him to defend himself as minutes became almost an hour.

Karai could see the ninja turtle weakening and used that as her opportunity. Instantly, she stopped her advances at Leo, allowing her father to Leo. She brought out a metal star that had circuit lines on it and held it firmly. Then with a last glance at the star, she looked back at Leo who was defending off against Shredder.

"Heads up!" She shouted and threw it straight at Leo.

Leo and Shredder immediately stopped what they were doing. Likely the Shredder knew what was coming and jumped out of the way of the flying metal star With Shredder out the way, the star attach it's to Leo's front shell and sent a painful electric shock to his entire body. Due to the painful shock, Leo screamed out in pain, his katannas dropping off his hands. The electric shock soon ceased allowing a weakened Leo to drop to the ground.

Leo lay on the ground, too weak to get up. He could feel pain racing through his body, but tried to get over it. The sounds of footsteps could be heard and he looked up to see the Shredder. The Shredder kicked Leo to his back and glared down at Leo.

"So this is how it ends." Shredder chuckled evilly, "I always imagined myself standing triumphantly on a pile of you filthy turtles. But I guess this is good enough. When I kill you and those other turtles, no one shall dare interfere with my plans again. Then I kill that you're sensei and finally have peace." At this point Leo tried to get up, but the Shredder placed his foot down on his shell and pushed him down as he continued, "And the best part is no one is here to save you."

"That's what you think." A young male voice echoed the room.

The voice came as a surprise as the three were the only once in the room. Confused by the voice, The Shredder and Karai looked around the room for where the voice came from. Then suddenly a bright flash of light appeared at a corner of the hall, creating a blinding light. The light was so bright that the Shredder and Karai had to use their eyes to shield their eyes. The light formed into a portal to reveal a human figure walking out. The figure fully came out of the portal and the portal instantly disappeared. With the blinding light gone, both Shredder and Karai looked before them to see a thirteen year old boy with brown hair, green eyes and dressed in a white black striped shirt and brown cargo pants.

"Did someone call for some back up?" The brown haired boy smirked, his hands crossed over his chest.

Looking at the boy, both Shredder and Karai began to laugh in humor. Clearly, the boy didn't seem like a threat and didn't have much to show for himself. Just remembering what the boy said made the villains to continue laughing. Eventually, Karai and Shredder stopped and took a serious look at the boy.

"So this is your backup?" The Shredder said, pointing to the boy.

"I wasn't done talking." The brown haired boy interrupted. His left hand came upon a strange green watch on his wrist and a hologram pop up to reveal a strange hologram, "As I was saying. How about some Feed backup." Immediately, the boy slammed the top and was engulfed in a bright green light. Again, Karai shielded her eyes with her hand, but her father did not. Instead he stared at the blinding light with a serious look.

As soon as the light completely died, Karai gasped and Shredder's eyes became wide eyed at what stood before them. No longer was a brown haired teenage boy, but a creature with a black and white scheme that has one green eye in the middle of its head, two antennas and two hands and a tail with plugs on their tips.

"Feedback!" The creature bellowed.

The creature known as Feedback smirked at the two as his fist surge electricity, "Oh Yeah! It's hero time!"

Suddenly, Feedback fired a powerful electric blast at Shredder, knocking the armored villain to a wall. The former tension immediately disappeared as Karai glance at her unconscious father and then glared angrily at Feedback. Angrily, she brought out a two daggers at each hand and threw them straight at Feedback. The alien saw the dagger coming and fired a blast of electricity at the daggers, destroying them to pieces.

Karai no longer stood as she charged at him. She threw a punch and then a roundhouse kick, but each were dodged. Feedback had his smirk on his face as he dodged jumped out of the way of another skilful kick. He admitted the girl was very good, but not good enough. Then as she dashed at him again, Feedback leapt over her, doing a flip airborne. He landed behind her and turned back to let out a snicker. Karai turned behind her and threw a direct punch at Feedback. But the alien grabbed her fist and sent her firm kick to her stomach. She grunted in pain from the kick and stumble back while holding her stomach.

Before Karai had the chance to fight back, Feedback dashed at her and held her shoulders. His plug like finger tips attach firmly on her as his hands generated electric, sending it straight at his finger tips. It wasn't long before Karai screamed as the electricity raced through her body. The pain was unbearable that she couldn't think of a way out. She soon felt the shock leave her and unconscious took over. The last thing she saw was Feedback's feet as she fell unconscious.

"Karai!" A voice gasped.

Feedback turned behind him to the source of the voice and saw Leo. The ninja turtle had a worried look on his face as he got back to his feet. It was like all pain from before was forgotten. Feedback stood confused and only watched as Leo ran to Karai. He immediately got down on his kneeling position and positioned Karai to rest on his knees. Worriedly, he searched her pulse and sighed out in relief as he felt a response.

"Did I do something wrong?" Feedback asked, staring at him.

Again, Leo sighed, but not because of relief. Knowing that the alien came to help him would want some answers. He carefully dropped Karai back to the ground and turned to say something to him. But then he saw something that immediately caught his attention.

"Behind you!" Leo shouted urgently.

Feedback quickly turned behind and moved backwards to avoid a blade to his chest. He then took a few steps backwards and got a full view of Shredder getting attacking him again. The Shredder charged at him, throwing a series of advanced punches and kicks. Feedback was able to dodge some his attacks thanks to his flexibility. However, The shredder was a good fighter as he was able to strike a blade to Feedback's wrist.

The alien hissed in pain and gripped wounded his arm. But then the shredder sent a double kick to his chest, knocking the Feedback to a wall. The alien fell unconscious as he slide to the ground. Moments later, Shredder walked to the unconscious alien, examining his appearance. He bent down to take a better look including coming close to his face.

Suddenly, Feedback's eye snap open as a smirk appeared on his face, "Peeka Bo!" He shouted and sent a strong kick to Shredder's metal chest, forcing him to fall to his back. The shredder was never known for given up as he instantly got back to his feet. He stood and watched as Feedback got back to his feet and cracked his knuckles.

"Who do you think you are attacking The Shredder?!" Shredder shouted out of anger.

Feedback snickered, "First off what stupid name is that? Two, I'm Ben Tennyson and Three, don't you have some office papers to shred."

The shredder instantly grew angry at the remark. Before he was intrigue at the alien, but now wanted to rip him apart. Immediately, he charged at Feedback, his gauntlet blades sharp as ever. Feedback smirked and charged at him, his hands charging electricity. The distance between the two closed as the two fast approached each other.

Then the Shredder sent both blades at Feedback. But as they came, Feedback flexibly dodged each blade before throwing a punch at Shredder. However, he moved his body slightly aside and sent a powerful round kick to Feedback stomach. The force of the kick sent Feedback a few feet away, but not to the ground.

"Dude, is that all you got?" Feedback taunted, not showing any sign of pain.

Angrily, The Shredder let out a battle cry and charged at Feedback. His hands clutched to a fist, his gauntlet blades spikes grew larger and the anger on his face snarled at Feedback. He threw blades straight at Feedback with a powerful thrust. But Feedback took a few steps backwards to avoid the attack. The Shredder kept sending more attacking, even powerful moves.

However, Feedback was able to dodge them all. His enhanced agility and flexibility gave him the necessary skills to avoid them. While the Shredder was good at his skills, that could even knock Leo and his brothers unconscious, Feedback was waiting. He had been trained for this and of course when Shredder sent stronger hits he avoided them.

Then the moment was right. The Shredder stopped as he glared harshly at Feedback while heavily panting. Feedback grew a mischievous smile on his face and dashed at him. Despite his exhaustion, the Shredder sent a fist at Feedback. But rather than avoiding it, Feedback grabbed it firmly and then swiftly held his other shoulder with his other hand. Immediately, he sent a powerful electric shock through his hands and straight at Shredder. He villain cried out in pain as the shock spread to his entire body. Every single part of him was hurting that he found it hard to escape Feedback's grasp. But then the shock began to cease and he felt his body weaken before falling to the ground unconscious.

"Oh yeah! Who's the baddest butt kicker?" Feedback smirked as he stood proudly.

"Wow." a voice said.

Feedback turned behind him to see Leo with wide eyed look, "No worries, he's still alive." Feedback assured him. However, Leo was not convinced. To prove his point, Leo swiftly grabbed his katanas and got into a fighting position. Judging by how the turtle acted, Feedback understood and raised his hands above him as a sign of peace, "No need to do that. I'm with you." He clutched his right hand to a fist and directly hit the symbol on his chest He was then engulfed in a green flash of light before it died down to reveal the same brown haired boy from before, "See. I'm just a normal harmless dude."

Leo stared at the boy in disbelief. Even if he was harmless there could still be something bad about him. Leo will admit that now that the boy was in his normal form(or what he thinks is his normal form) he looked harmless and vulnerable. But since he had fallen into things similar like this, Leo knew to be cautious and careful.

The boy had put his hands down at this point. He seems unsure of Leo, but didn't do or say anything. Instead he waited for a response and alert in case he had fallen into a trap. Leo looked all around the boy from where he stood. Indeed the boy looked normal, but what he did was incredible. He glance towards his left wrist and saw what he knew turned the boy into alien earlier. On the boy's wrist was a green watch which made Leo to think more skeptical

"What's your name?" Leo asked, sounding more as a demand.

"Benjamin Tennyson. But you can call me Ben." The boy answered.

"How and why are you here?"

The boy known as Ben walked forward towards Leo. But didn't get much as Leo shifted his left katana to Ben's direction. Ben sighed, understanding that the turtle didn't trust him so he answered right away, "Look I'm not a threat to you. I was sent here by a time traveling guy called Professor Paradox. In another dimension he told me that a ninja would need my help. I wasn't sure about what he meant, but when I came here and saw you on the ground defeat I guessed it was you."

"Time traveler huh?" Leo said, dropping his skeptical look, "I've heard a lot of stories and that sounds really weird." Having gotten his answer, though he didn't believe much, Leo made his decision. He put his katanas back in their place and turned away from the boy, "Thanks for the help. But I can handle saving my brothers."

Suddenly an alarm went off as the room blubs became flashed red. Before Leo could make it to the door, Foot soldiers filled the room by jumping down from the ceiling and coming out of secret entrances. As the Foot Soldiers, flooded the hall, Leo took a few steps backwards while keeping himself on the offence. He stopped at his steps as he came in contact with Ben's back.

"Now you trust me?" Ben asked, running to Leo's side.

Leo glared at the Foot soldiers and brought out his weapon, "Yeah. Just help me out of this and I'll be sure to trust you."

The two stood back to shell, mostly cause human and turtle's backs aren't alike. They glared sharply at the numerous Foot soldiers. For a moment, no one, not even the foot soldiers moved, but then that changed. Swiftly, the foot soldiers brought out their weapons and then charged at the duo. But then a flash of green light occurred causing them to stop at their tracks. The light soon ceased and standing in Ben's place was a humanoid plant like alien that had an overall green and black body colored body mostly with a flame patterned head and root-like feet seemingly holding rocks.

"Swampfire!" Ben bellowed.

The moment of pause was over and the foot soldiers continued their tracks. Leo brought out his katanas, ready for an offence and Swampfire flames radiated flames, ready for a fight. When the space between them and the foot soldiers was about to close, the duo attacked. They began beating as many Foot soldiers that came their way. Swampfire threw and shot a lot of fire balls and blasts at them and Leo fought mostly with his ninjitsu skills.

Eventually, the battle was getting too much. More Foot soldieries were rushing into the room, replacing their fallen comrades. Even with their combined powers, Leo and Ben knew that they couldn't fight forever. But then Leo caught a glimpse of an open door. He fought off a few Foot soldiers before motioning Ben to follow and ran to the door. Swampfire ran right behind him, shooting down a few Foot Soldiers as he followed Leo. However, even when their passed through the door, the foot soldiers followed them.

"Their gaining at us." Leo said urgently as he led the way.

"Not for long." Ben smirked. He stopped running and turned back at the hundred Foot soldiers running towards him. Confused, Leo stopped and looked back at the alien as he faced the aliens.

"What are you doing?" He asked.

"This." Ben replied and brought out some seeds. Before the Foot soldiers could proceed forward, he threw the seed forward to the ground. Then the seeds sprouted and grew large that it blocked the entire entrance in a matter of seconds.

Leo stared at Swampfire's work, wide eyed at what just happened. But then he literally shook it off, having seen weirder things before, "C'mon we're stalling time." He called out to Ben before running off. Ben complied, his body again engulfed by a green flash as he changed back to normal. He soon met up with Leo and the two ran off.

The two made their way through different halls and passageway. Though it may look like they didn't know where they were going, or that what Ben hoped. He glances by his side where Leo was and saw the turtle had a strange device in Leo's hand. The device was almost like a GPS and a phone combined together.

With Leo leading the way, they came upon a metal door. Strangely, the door wasn't guided and seems mostly abandoned. Leo took another glance at his T-phone before putting it behind. He then motioned Ben to stay still and advanced to the door. The door slide open to reveal a large high tech lab. From the door post, Leo looked around the lab with the skeptic look in search of any guards. Fortunately, there was none, but that made Leo more suspicious.

After a few more search, Leo gestured for Ben to come in. The two walked into the lab and glanced at their surroundings as they walked inner into the lab. All around them, different types of high technology were placed in different places. Chemicals were placed in shelves, large capsule were to different parts of the wall and other things that Ben and Leo didn't know were placed in other places. Though Leo wasn't much into advanced technology, he could see some machines that mostly from the Kraangs.

"I found them!" Ben shouted, pointing at a few objects

Leo followed where his finger indicated and gasped slightly. In large see through capsule, Leo saw his brothers unconscious in each capsules. Immediately, he ran to his captive brothers with every intention to save them. But just a then, two large figures dropped down from the ceiling and landed right before him. The smaller figure sent his claws at Leo, but he leapt backwards to avoid it.

The figure was further identified as DogPound and Baxter Stockman. The two were obviously been expecting them as Stockman was within his giant high tech battle suit and DogPound snarled at Leo.

"You pesky turtle." Dog pound growled, "I'll make sure you regret ever encountering me."

Silently, they glared at each with angry glares. Leo whipped out his katanas, Ben's hand was over the Omnitrix, ready to dial up another alien. No one made any move until…..

"Wait? Why are we just standing here?" Stockman asked, confused.

In reply Dogpund growled before charging at Leo. As he fast approached him, his claws grew long and sharp. But as he sent both claws at Leo, the ninja turtle swung his katanas against them. Then he proceeded with a kick to DogPound's stomach, causing him to fly backwards, but landing on his feet.

"C'mon Humongousaur." Ben grinned, his game face obviously showing. He twisted the dial and a hologram appeared. He twisted the dial some more before coming to a hologram of Humongousaur. Then without a second thought he slammed the watch, causing his entire body to be engulfed in a green light. When the light died down, standing in Ben's place was a nine feet tall alien that resembled an orange and white bipedal tiger with one claw coming out of each wrist and he had no tail.

"Rath?!" The alien shouted, confused. Then he growled in frustration as he glared at DogPound, "LEMME TELL YOU SOMETHING LITTLE PUP, RATH MAY NOT BE HUMONGOUSAUR, BUT RATH IS GONNNA MAKE YOU HUMONGA-SORRY!"

Suddenly, DogPound anger was back, "What did you just say!"

"DOESN'T MATTER, HAIRY PUNCHING BAG CAUSE RATH IS GONNA KICK YOUR SMELLY BUTT!"

At that moment, Dogpound growled out loud in anger and fiercely charged at Rath. Same thing went for Rath as he charged at the raging mutant. As the two charged at each other, they clashed at each other and tackled each other to the ground. The two began wrestling each other on the ground, trying to overpower the other in the process. They rolled on each other, bite and even tried strangling.

Leo watched as Rath and Dogpound were fighting all out on the ground. To him it was silly when he looked out of context. But knowing the two had anger issues, especially Ben for some surprising reason, Leo knew Ben had DogPound. So with that thought, he ran off to save his brothers. But then he heard a winding sound of a machine and acted quickly as he jumped out the way from a blast to his side.

His attention went from his brothers as he got into a fighting stance to face Baxter Stockman. The human within the suit looked down at Leo with an angry glare, "No way am I letting you go." Stockman said.

"Get out of the way or I'll make you, nerd." Leo

"Nerd?!" Stockman yelled angrily, "Ok you've just drawn the line!"

Stockman dashed at Leo and sent his foot down at him. The ninja acted quickly and somersaulted out of the way. He immediately got back on his feet and dashed at Stockman. Just then, Stockman turned to his him with a serious nerdy look on his face. Both his mechanical hands turned into plasma cannons and he turned them to Leo's way.

"Eat plasma!" He shouted.

Immediately, he fired at Leo, multiple plasma blasts. Seeing the blasts coming for him, Leo snicker at it and ran faster at Stockman. He cleverly dodged the blasts as he ran pass a few and leapt out of the way of some. The adrenaline he felt increased promoting him to reach Stockman sooner.

Baxter was too busy at shooting Leo that he was fast to actually hit him. Leo smirked at the poor aiming skills of the villain before he finally drew close. Then with the much speed from the start, he fell to his shell front and slide through between Stockman battle suit. Stockman stopped at what he was doing and bent himself to look through between his feet. He saw Leo at the other side who had a smile on his face as he waved at him.

"Why you little…." Stockman began, but was interrupted. Leo advanced from behind and leapt onto the mechanical back. He then pierce both his katana into the back causing the entire suit to spark. Then with a final thrust into the machine he pulled out and jumped back to the ground. He smirked as Stockman turned to him with a scared look, "How-but…what did you?"

"Seriously Nerdster, you need a girlfriend." Leo replied with a smirk.

"How does that…." Before Baxter could finish the suit exploded. Luckily, from the blast Baxter was sent flying to Leo's feet. His entire body was covered in minor burns and his clothes were almost burnt. He looked weaken to Leo and muttered, "Curse you." Then his head slumped down unconscious.

"Like I haven't heard that before." Leo sighed as he rolled his eyes.

He looked away from the defeated Stockman and looked forward at his captive brothers. Then without a minute to waste, he walked to the capsules to save his brothers. However, that wasn't going to be easily. Leo didn't have to be a rocket sciencetist to figure out that the thing had a lock. The lock was actually a key pad which needed to be accessed by the right passwords.

"Great." Leo groaned as he glanced at the key pad. He looked into the capsule that held Donnie and groaned out of frustration, "And here I needed you for this."

Meanwhile, across the room, Dogpound flew straight against a wall, leaving a large dent on it. His body slide from the wall and to the ground as he graoned.

"C'MON DOGGY! RATH IS JUST WARMING UP!" The alien tiger yelled as he walked causally towards him.

Hearing that, DogPound stood straight back to his feet and charged at the alien. He got close to Rath and threw a powerful punch to his face. However, he missed as Rath swiftly fell to his back and sent both feet to DogPound's stomach. DogPound let out a forced grunt as he was launched into the air. Gravity then took over and he fell down to the ground hard.

Before he could get up, he heard Rath yell out, "RATH SMACK DOWN!" Just as it came, Rath launched himself forward to the air and crashed down on Dogpound's spine. The mutant let out a painful growl as he felt the impact. Rath swiftly got off his back, then turning back to him and grabbed his ankle. Then with most of his strength he lifted DogPound and began spinning him and himself around like a tornado. Then finally he let got, forcing the mutant to crash into a wall.

Finally, Leo found the right codes…well he hoped he did. The codes were the cheapest and perhaps the easiest to think about but he ran out of ideas. He already tried multiple codes but had failed. Carefully, he tapped the codes in thoughts 'one, two, three, four, five." When he pressed the final button, keypad made a beep sound. Leo looked at the capsules with high hopes that it worked. But nothing happened.

Frustrated, he turned back at the capsule, "Work you stop thing!" He shouted and sent a kick to it. The capsule made a ding sound and opened, letting out some mist. Leo coughed due to the mist and waved his hands over to protect his breathing. He noticed the door of the capsule opening and smirked.

The mist finally dropped to fully reveal an unconscious Donnie. But then he yawned like he was in a deep sleep as he stretch his hands, "Wow what time is it?" He asked tiredly as he yawned.

"A long time." Leo said with a satisfied smile. Donnie responded by giving him a puzzled look. But Leo didn't have to answer as he noticed where he was. Soon, he felt memory of everything happening to this point. He could remember beind ambused by the Foot, getting captured and put in deep sleep in the capsules.

Soon, Leo along with Donnie helped releasing the others. Raph came out with the same expression, though he was a bit grumpy. And Mikey didn't want to wake up. That is until Raph gave him a wet willie.

"OW!" Mikey yelped, fully awaked now.

Raph snickered as he looked back at his two brothers, "Yep his awake."

Mikey stepped out of the capsule, giving Raph a glare. But when Raph growled at him he immediately ceased. Just before the turtles could talk anymore, they heard a loud cry for help. For a second they couldn't believe their ears, but still turned to where it came from. Shocked expression came upon their faces as they saw DogPound running away from Rath.

"HEY RATH'S NOT DONE!" Rath shouted as he chased him.

Unfortunately for DogPound, Rath leapt towards him, forcing him to the ground. The next few moments were painful, for DogPound and even the ninja turtles watching. Rath got back to his feet and jumped up to the air to crashed down on DogPound. He then got off him, grabbed his furry back and spin him around before letting him go to hit a wall.

"Um who's the large kitty?" Mikey asked.

"WHAT?!" Rath yelled, by this point dragging DogPound from the tail, "NO ONE CALLS RATH A KITTY, except if you're a little girl. BUT IF YOU'RE NOT THEN DEAD!" In much rage, Rath lifted DogPound from the tail and threw him across the room. The sounds of strangly a gabbage sound and a cat was heard at whatever DogPound hit.

Rath turned to Mikey, an angry look across his face. Mikey gulped in fear as the tiger walked towards him. Due to fear, he couldn't move hit feet to run, feeling himself got numb. The tiger soon stood before him and Mikey couldn't help, but wave shuttered, "Hi."

"WHAT DID YOU CALL RATH?!' Rath yelled, pointing a finger at him.

"W-e-ll yo-u see" Mikey shuttered in fear. The hard breathing coming from Rath didn't help and the glare he gave was frightening. Mikey couldn't find the words to explain.

While this was happening, Loe and his two other brothers watched. Raph was laughing at what was happening, Donnie stood with a scared look and Leo stood, simply watching. As much as a friend Ben was, Leo knew if nothing was done Mikey will get hurt. With a decision, he walked up between Rath, putting himself as a line between Mikey and Rath. Despite the glare he was getting from Rath he still stood bodly at him, "Ok, Ben I think that's enough. Now before you blow up just calm down and change back."

The frequent breathing from Rath increased a few. He stared angrily at him, but then his face expression changed. His frequent breathing stopped as he calmed down and had a stubborn look on his face, "First off don't tell Rath what to do!" Then he looked over Leo's shoulder to Mikey, "And you." he pointed at him, "Don't call Rath a kitty. GOT THAT?!"

"Yeah. Never again." Mikey responded with a squeaky voice.

Rath nodded before clutching his fist and slamming the Omnitrix symbol on his chest. A flash of light engulfed him before dying down to reveal Ben. Just as Ben changed back to normal, Mikey's jaw flew open as he became wide eyed at what happened. Same thing went for Raph and Donnie.

"You're a kid?" Mikey asked, staring surprised at Ben.

"Yeah." Ben smiled, "I think its best I introduce myself."

"Sure." The three turtles replied in unison.

Ben walked to Mikey and brought his hand out, "My name is Benjamin Tennyson, but you can call me Ben."

For a moment, Mikey stood with the same expression as before. But as Ben introduced himself he shook the expression off and gave Ben a goofy smile, "I'm Michelangelo, but Mikey for short." He accepted Ben's hand and they shook.

"I'm Donatello." Donnie introduced himself as he walked to Ben and shook his hand, "But you can call me Donnie. I'm also the team's tech dude."

"In order words he's a geek." Raph said with a proud smirk. He walked to the rest and shook Ben's hand, "I'm Raphael, but call me Raph if you know what's good for you."

"Wait you're nickname is Raph?" Ben snickered, "Just be lucky that I'm not Rath right about now."

"Yeah right, like I'm afraid of him." Raph said boldly.

Ben grew a smirked as he lead his hand to the Omnitrix. His hand made it to the Omnitrix face, but a hand held his left wrist. Confused, Ben looked at whom the hand belonged to and saw Leo with a determined look, "Now isn't the time." Leo told him.

Suddenly, the doors across the lab opened for Foot soldiers to run inside. The ninja soldiers were heading straight at the turtles with their own various weapons. Quickly, Leo got out his Katannas, Ben activated the Omnitrix for a hologram to display and the others stood in fighting stance. Without their weapons, Mikey, Donnie and Raph were going to have a hard time to fight.

Without a word, Ben ran out from the group of turtles and began advancing to the large number of foot soldiers. He could hear Leo and the others calling him back, but ignored as an idea formed. Before he and the foot soldiers got closer, Ben twisted the dial of the Omnitrix and slammed the watch. His entire body was immediately engulfed in a flash of light as transformation took place. When the light died down, Ben was a green turtle like alien with eight holes in his shell. He also had large flipper like arms and stumpy legs.

"Terraspin?!" The alien said surprised. He groaned out of frustration as he glared at the Omnitrix symbol on his chest, "What do you have against Humongousaur." Just then, a foot soldier leaped straight at him, with his sword in the air. But Terraspin saw him coming and threw his large flipper arm at him, sending the ninja flying back. Terraspin then looked forward towards him and saw the ninjas already a few feet from him, "I may not be Humongousaur, but I'm definitely going to blow you all away."

Immediately, he retracts his head into his shell as his fins became triangular and legs combine into a similar shape. Like a giant fan, his body accelerated like the wind and began blowing a powerful wind. The foot ninjas stood no chance against the wind power and were thrown backwards to a wall. Some of them tried to fight back, but Ben increased his wind power that they were thrown off their feet to the wall.

Soon, all foot ninjas were against the wall and slide down to the ground unconscious. With all the foot soldiers down Ben stopped accelerating and stood back in his humanoid form. Behind him, he heard familiar footsteps running to him and turned to see the turtles.

"That was awesome!" Mikey exclaimed with a wide grin, "You're even a mutant turtle. Does that mean we can do the same thing?" His other brothers groaned at what Mikey said. Ben on the other hand chuckled.

"No." Terraspin said, "Most of the forms I have are aliens, the others are a ghost and a magical creature."

Leo then stepped in from there, "Besides we don't have time for chatting. They'll bring back up and I don't want us to be here any longer."

"Let's get our weapons." Raph spoke up.

Finding their weapons was going to be hard. They knew that Shredder would have had them lock up somewhere far from them. Somewhere that would be heavily guarded. Somewhere….

"Hey guys I found them." Mikey shouted to his brothers as he stood at a cupboard. In the cupboard was indeed their weapons kept in fine order.

"That was easy." Leo smiled.

The rest of the turtles made their way to the cupboard. Fortunately, there were no alarms rigged as they each collected their respective weapon. Mikey quickly took his nunchucks and rubbed it passionately to his face, Donnie took his wooden Bo staff and swung it skillfully around and Raph took his sais and smirked.

"Now let's burst out of here." Ben smirked, his hand on the Omnitrix. Immediately, he activated the Omnitrix and a Humongasour icon pop, "Give me Humongousaur." Then he slammed the watch and was engulfed in a flash of green light. The ninja turtles shielded their eyes from the flash as the transformation coursed through Ben's body. When the light died down, standing in Ben's place was a yellow-armored body that looked much like a robot with a similar Greek Corinthian helmet with two ears on it giving it the appearance of an armadillo.

Ben sighed disappointedly and lifted his metal hand to his face, "Really, Omnitrix." He said sarcastically in a hard, deep voice.

In a passageway, everything was quiet. There was no sign of movement and no one seems to be passing. Suddenly, the wall in the passageway exploded to and a large hole took its place. The smoke from the recently destroyed wall ceased to reveal Armodrillo and the turtles. Ben stood in front of the turtles, his hands began to pump like machinery and he ran to another wall and blew it down with one punch. Armodrillo then advanced through the large hole he created, with the turtles following.

With Ben's aid, the four turtles and him, made their own way without trouble. They didn't meet any foot soldier through their way. Right behind Ben, Leo held his T-phone as he directed Ben where to go next. The rest of the turtles followed quietly, keeping up with Ben as he knocked down more walls.

Soon, they came upon a stairway that lead upwards. Leo then walked before them and took a few steps forward. The others followed Leo as he advanced forward to the stairs. They walked up the flit of stairs before coming to a large open balcony. It was also the outside as the rain came down from the skies, though not as furious as before.

"This is the place." Leo informed them as he put away his T-phone away.

"So what do we do until April and Cassey get here, Fearless?" Raph asked.

Leo turned back to his brothers and Ben, "Unfortunately we wait. We're only fifteen minutes earlier than I originally thought."

Suddenly, they all heard loud footsteps coming from the exit they came from. From the sounds of the footsteps it sounded like many were coming with every footstep becoming louder. Quickly, Leo and Donnie ran to the doorway and pulled the door closed. But soon they felt resistance as the door was forcedly being pulled back. But Leo and Donnie tugged back with all their strength.

"They got to be a lot of them." Mikey said.

Both Donnie and Leo glared at Mikey, "You think!"

Just then, a female figure swung off a rope and air kicked Raph to the face. The force of the sudden attack knocked Raph to the ground, a few feet away. It didn't take long for the figure to reveal to be Karai.

"Hello, turtles." She smirked.

Seeing Karai, Ben charged at her and threw a fist at her. However, this time, Karai leapt to his side, avoding the blow. She then threw an explosive disc at Ben's side, causing it to explode and knocked Ben unconsciously to the ground. It wasn't long before Armodrillo changed back to Ben in a flash of green light.

"Ben!" Mikey cried out.

Angrily, he turned to the Karai with angry eyes and charged at her. He let out a usual battle cry as he spins the nunchunks and swung it against Karai. But having heard Mikey, she swiftly dodged by bending backwards to avoid it. Then in a swift move, she sent a kick hard to his shell, knocking him to the ground as well.

"Mikey!" Both Donnie and Leo cried out.

The pushing coming from the other side seems to increased. Leo and Donnie tried as much to prevent the doors from opening. Their bodies were against the door as they tried against the door opening. Every push forced a groan from Leo and Donnie as they tried holding out. Just a few feet away, Karai smirked at the two brother's effort. She knew eventually that the two wouldn't be able to stop the rest of the Foot soldiers from coming.

Quickly, she spun her heard to the air and saw Raph coming at her in an air kick. She acted fast by jumping a few meters backwards, missing the turtle as he landed at where she once stood. The two stared at each other with wide grins on their face. For the next few minutes, Raph and Karai froze at where they stood. The only movement was Raph bringing out his Sais and Karai holding out her sword.

"Oh I've been waiting to do this for a while." Raph smirked, moving his sais around his fingers.

"Same here." Karai smirked.

Immediately, the two charged at each other, and a battle began. They started sending sharp attacks at each other with their weapons hitting the other's weapon. Raphael sent powerful strikes at Karai with his sais, but the girl was quick. She cunningly sent a kick to his shell, causing him to stumble back. She then dashed at him and swung her sword to his head, but Raph blocked it with his sais. The two continued to fight each other and seem to be a match.

Meanwhile, Donnie and Leo kept trying to hold the door back. However, the force from the constant pushing was getting too much for them to hold. Then with a large push the door was forced barged open, pushing the two turtles to the ground. Just a few feet away, Raph turned to his two weaken brothers along with his focus. Karai used that to her advantage by sending a roundhouse kick to his side and then the butt of her sword to his head. Instantly, Raph fell to the ground unconscious on the ground, his Sais falling next to him.

With the door now open, foot soldiers immediately flooded the balcony and filled occupied every corner. Some of the foot soldiers at the door gave way for the Shredder to walk through, his hands behind his back as with a serious look on his face. The shredder made his way to the weakened Leo and looked down on him, "Did you honestly think you abominations would get out of here."

"The only abomination here is you." Leo spat with a hateful glare, getting back to his feet.

However, the Shredder furiously sent a roundhouse kick to his face, causing him to hit the ground, "Shut up! I'm the Shredder and you are a mongul beneath my feet!" He reached down to Leo and looked angrily into his eyes, "What makes you think you'll get out of here."

Suddenly, a bright green flash of light brightened, causing every conscious person to turn to the source. Just as the flash came it left to reveal a twenty foot humanoid dinosaur with hard brown skin and a tail.

"HU-MON-GOU-SAUR!" The alien bellowed. The alien then looked at himself with an excited grin, he smirked, "For real? Yes!" Then with the grin on his face he turned to the Foot Soldiers. His entire body towered over them, making every other person little, "You guys are in some much trouble."

Immediately, he began throwing his hands and feet against the numbers of Foot soldiers. His size and strength gave him much advantage as he beat many of the foot soldiers. Of course, the foot soldiers didn't stand and let Humongousaur beat them. They charged at the giant and began fighting him back. But the giant alien was too strong as he knocked them out to unconsciousness with swift and hard blows.

A few of them leapt into the air, their weapons raised in the air and then struck down on Humongousaur. However, the alien's hard skin broke the sharp points of their weapons, leaving no harm him. However, Humongousaur felt it like and swat them away like flies before turning to the rest. Then with a big stomp with his foot, every ninja standing fell to the ground.

Seconds later, unconscious Foot soldiers laid on the ground. Some were hanging at the edge of the balcony while the others hung at a nearby roof. Humongousaur rapidly panted partially because of exhaustion and mostly cause his toughness. With every Foot soldier down, all that stood were Shredder and Karai. Just then a soft groan interrupted the silence as Mikey, Raph and Donnie woke up from unconsciousness.

Shredder stared at Humongousaur with a deadly glare. His mind had long forgotten Leo as he glared at him. Before another movement could be made, the sound of a helicopter was heard from the distance. Everyone, including the villains turned to the west of them and indeed saw a helicopter coming. The turtles smirked as they saw within the helicopter were their human friends, Cassey piloting and April sitting next to him.

However, Shredder had another thought in mind. Finally, he couldn't hold himself as he saw the helicopter coming, "NO! I SHALL NOT LOSE!" He yelled in anger. Then he reached into his armor and threw a sharp blade straight at the helicopter. The blade perfectly hit the tail rotor of the plane, causing it to burst in flames.

"NO!" The turtles, Karai and Ben gasped horrified. The helicopter spun around uncontrollably as it began plummeting to the ground.

************************************************** ****(LINE BREAK)******************************************** ***************

Me: Muah aha aha ha ha! That has got to be the best cliff hanger I have ever written. But seriously, I'm sorry about it, but I needed somewhere to stop. I've been writing and trying to make this chapter good to read for hours. Originally, this was going to be a one-shot, but I thought it was best to have it in two chapters. Anyway, if any character seems out of character then I apologize for that. It' been a while since I watched the series, so please don't mind. If you're wondering why Ben has Armodrillo and Terraspin then you'll have to check The Cross-Dimensional Adventures of Ben 10: Hero meets Teen Titans. Anyway, the next chapter will be the last. Please review nicely, constructive criticism is welcome, but flames will be ignored and deleted.