newbienovelistRD requested this one. Here you go, Amiga! Enjoy!

Disclaimer: I only own Rachel and Sasha. Ben 10 belongs to Cartoon Network and Man of Action and Scary Godmother belongs to Jill Thompson and Mainframe Entertainment.

I claim the first Ben 10/Scary Godmother Crossover!

A/N: This story has a few spoilers for the movie "Scary Godmother: Halloween Spooktacular" and a small spoiler for "Scary Godmother: The Revenge Of Jimmy". Also, a small spoiler for the Ben 10 Omniverse episode "The Vampire Strikes Back".

Their Spookiest, But Very Kind, Friends

Rachel and Sasha were walking home, looking at the Halloween decorations that hung around the surrounding homes, bushes, and trees. They smiled at each other.

"With the guys around, who needs decorations?" asked Sasha.

Rachel laughed. "True," she said. "Although we both have to work on Halloween."

"True. I'm going to go as the Pink Samurai Ranger. What about you?"

"I'm going as the Gold Samurai Ranger. Our managers always give out neat prizes for our costumes."

Both girls smiled and then passed the old Spook House and spotted a young girl with brown hair on the porch of the old house. As they watched, she pulled out a key and opened the door. To the adult girls' amazement, when the little girl opened the door, it was a bright aura of colors and the girl walked inside, but the door didn't shut all the way.

Rachel looked at Sasha. "I don't know who that was, but the Spook House is dangerous. She could get hurt," she said.

"Should we go in after her?" asked Sasha.

Rachel nodded and both girls moved towards the door, opening it and stepping into the multicolored light. Filled with awe, they went farther in, not seeing Rook grab the door before it closed and call someone for backup.

Sasha looked around as she followed her sister inside. The house certainly looked different. It was quaint, but looked inviting. "I've never noticed this part of the Spook House before," she said.

"I don't think it was ever here," said Rachel. "No one's been in the Spook House for a long time, not since the owners passed away long ago."

Sasha would have said more, but right then, they both heard a doorknob rattle and looked over at a closet door and saw the knob looking like someone was trying to turn it to open, but was having trouble. Suddenly, the door burst open and a skeleton walked out. The girls, having hid behind a chair when they heard the door trying to open, now looked astonished and tried to keep quiet.

"Skully?" asked a high-pitched voice and they watched a lady with bat wings on her back fly into the room with a black outfit and crazily striped tights with a black hat with a curved point on her head. "What's going on?"

"I thought I heard someone in here, but it didn't sound like Hannah," said the skeleton. Rachel and Sasha looked at each other and then looked back at the two.

Only to find those two looking straight at them.

"Who are you?" asked the lady.

The skeleton grabbed Sasha's arm and when she grabbed his arm to get him to let go, she went pale. "Rach," she said. "He's real."

Rachel would have knocked the skeleton back, but right then, a huge monster with several eyes came in the room. "Who are they?" he asked.

That was it. Rachel and Sasha let out frightened screams and Sasha broke away from the skeleton and they ran quickly with all three running after them. Sasha was still screaming and Rachel was just running, but she felt like screaming too. When they had been younger, a former relative though it would be funny to lock both girls in a closet where some fake skeletons had hung. Only problem was, Rachel had been eight and Sasha had been seven and the skeletons glowed in the dark. It had scared both of them and Sasha had a hard time recovering from the scare, which was why she had been the scared one growing up and frightened more easily than her sister, although Rachel still got scared from time to time.

Now, they ran until they finally stopped, panting. Rachel then looked up and Sasha followed her lead.

And they realized they were right in the center of the three they had been running from. The skeleton immediately got all scary looking and the large, many-eyed monsters eyes were narrow and the lady looked at them with a frown.

It was too much all at once. Sasha fainted on the spot and Rachel wasn't that far behind her as the world darkened to black.

Rachel woke up and felt her head. "Oh, that was weird," she said.

"Yeah," Sasha agreed, waking up now. "That was a nightmare."

"Uh, are you two okay?"

The new voice made both girls jump and look to see the same young girl who they had seen enter the Spook House kneeling beside them. Rachel and Sasha sat up. "Yeah, I think we're okay," said Rachel. "Are you?"

"Of course," she said. "I'm Hannah Marie. Who are you?"

"Rachel, and this is my sister, Sasha."

"Hi," said Sasha.

"Oh, it's good to see you two are okay," said a familiar voice and the girls saw it was the crazily dressed lady. Both gasped and Sasha huddled behind Rachel, trying to hide as Rachel moved one arm protectively to shield her sister.

"Wait, it's okay. It's just my Scary Godmother, Skully, and Bug-A-Boo. They won't hurt you," said Hannah.

The skeleton, Skully, came over. "Sorry we scared you," he said.

Sasha stayed behind Rachel. "Sorry, we had a bad experience with skeletons once when a relative locked us in a closet full of glow-in-the-dark skeletons," said Rachel.

"Wow, no wonder you both freaked out," said Bug-A-Boo.

Rachel sensed that they were okay. "Sasha, it's okay," she said to her sister.

A familiar engine roared and from the open door, they all saw Whampire come flying to enter the house. "Nobody move!" he said and flew in, but there was a slight problem as the almost invisible shield at the door prevented Whampire from coming in and he shot back like a ball caught in a net. "Whampire!" Both Rachel and Sasha called out worriedly and the younger sister rushed out to make sure her fiancée was okay. Rachel came out and waved to Rook, who was in his Proto-Truk and came flying out when he saw Rachel.

"Rachel!" he said in relief and held her close in a hug.

"Whoa, Rook. Honey, I'm okay," she said as she tried to squirm out of Rook's hug, but he wasn't letting her go.

"Are you sure? We heard you and Sasha screaming."

Rachel gave him a kiss on the cheek. "Really, Honey, we're okay. We just got a bit of a scare, that's all."

Meanwhile, Sasha was holding Whampire's head in her lap and he gazed up into her eyes. "I'm alright, angel," he said. "Although a kiss would help."

Sasha turned red and lightly punched Whampire's shoulder and Rachel and Rook laughed. "Not in front of the kids, Whampire," said Rachel as she indicated to the porch where Hannah was standing with her three friends.

Introductions followed and then after a bit longer, Rook got his Proto-Truk running and Sasha and Whampire climbed in. Rachel turned to Hannah. "Be careful and safe," she said and then looked up at their new friends. "You too."

"We will," said Skully.

"Come back for a visit," said Scary Godmother.

"Love to have you again," said Bug-A-Boo, making everyone laugh.

Arriving home, Rachel kissed Rook deeply and Sasha kissed Whampire deeply. Both men returned the kisses from their girls and held them. "Well, you two made some new spooky friends," said Whampire.

Rachel laughed. "They might be spooky, but they're still kind," she said. "They helped us and they did apologize for scaring us."

"True," said Sasha. "All in all, they're okay."

"That's good," said Rook as he pulled Rachel in for another kiss, Whampire doing the same with Sasha as the girls silently vowed to never forget about their new friends.

What do you think? Please leave a review, but no flames!

GoldGuardian2418