A/N: Ok, now it's time for the next challenge that Ben will face. Who's the speedster that will put XLR8's speed to the test? Let's find out.

Last time - Relish had just landed in an unknown location. He stepped into what appeared to be a covert laboratory. Seconds after he entered, he was consumed by a bright gold light and his body shrank to a smaller form with long hair. He sat down in his chair in front of a large screen. He pressed a button on a keyboard and the screen showed a video of the fight between Four Arms and Relish. The being that was once Relish watched the battle of the two giants, observing every aspect of the fight to the end.

"Although you lost the battle, I'd say you passed the test of strength, Ben Tennyson," he said. "Thanks to you, I know exactly how to adapt to this alien's abilities. Once I have the Omnitrix, learning how to use its powers should be a snap."

He pressed another button on the keyboard and the screen changed to multiple videos of Ben's aliens doing heroic deeds. He pressed another button and the screen changed to a video of XLR8 battling a sort of alien cyborg. The video then changed to one of XLR8 fighting some sort of sorcerer, and then to one of XLR8 saving people from a giant sea creature.

"This universe has so much to offer, I'll enjoy every minute I spend here learning about it all. And I think this alien will be the next one I face. I've got the perfect speedster too. Beware, Ben Tennyson, once I've seen how your aliens fare in strength, speed, skill, adaptability, and power, I will defeat you and take your Omnitrix! Then no one will be able to stop me from getting my revenge and ruling both universes!" said the former Relish as he glanced at a glowing blue device on his wrist before he laughed maniacally.

Disclaimer- I do not own Dragon Ball Z or Ben 10, just the OCs

Chapter 2- Frolicking fastly with Fridge

It's been three days since Four Arms' battle with Relish. Since then, Grandpa Max has been putting Ben through some serious training sessions. The power that Relish possessed scared the Tennysons, but Max was the most scared. In all of his plumber days, he had never encountered an Alien with that kind of power; he wasn't even sure what kind of alien Relish was. What scared him most was the fact that Relish knew how to counter Four Arms' strength, which meant he could very much come back to try to kill Ben again. "What kind of Alien is Relish? What does he want with Ben's Omnitrix if he's that powerful?" thought the retired plumber.

Maxwell Tennyson continued to drive the rust bucket as he snuck a glance at his grandkids, who were doing their own things. Gwen was busy on her laptop, but her thoughts were directed toward her annoying cousin, who was busy playing his Sumo Slammers video game. As much as she and Ben argued, they were still family and they still cared about each other.

"How can he be so calm right now?!" thought Gwen. She remembered the state her cousin was in after fighting Relish; she never wanted to see him like that again.

The Omnitrix wielder smiled as he continued to play his favorite game, as if his battle with Relish was nothing more than a dream.

"Ben?" Gwen called to her cousin.

"Yeah?" replied Ben without looking up from his game.

"Are you okay?" asked Gwen.

"Never better," replied Ben, still focused on his game.

"Are you sure?" Gwen pressed on.

Ben then rolled his eyes as he paused his game and looked at his cousin. "Yes, I'm fine! Not going into shock from what happened three days ago! Not going to stop being a hero 'cause someone almost killed me! And I'm not going to run away if I ever see Relish again!" replied Ben rudely. "Now can you please leave me to play my game in peace? I'm almost at the next level!"

"I'm just trying to make sure you're fine, doofus!" said Gwen.

"So you've said every hour on the first day," said Ben. "And every hour on the second day, and every hour on the third day! Your paranoia is really starting to tick me off, geek!"

"I just don't understand how you can be so calm after what happened that day?!" yelled Gwen.

"I'm just not freaking out about it, that's all!" replied Ben. "If I ever see that Relish freak again, I'll teach him a lesson in strength for sure!"

"How can you say that after he totally kicked your butt three days ago?!" asked Gwen.

"Easy! I've got the Omnitrix, so I'm pretty confident that I can beat him in a rematch!" assured Ben.

"BUT ITS THE OMNITRIX THAT HE WANTS TO KILL YOU FOR!" cried Gwen. "AREN'T YOU AFRAID HE'LL KNOW HOW TO DEFEAT ALL OF YOUR ALIENS LIKE HE DID FOUR ARMS?! AREN'T YOU AFRAID HE'LL KILL YOU, TAKE THE OMNITRIX, AND USE IT TO TAKE OVER THE WORLD?! HOW CAN YOU FACE HIM AGAIN WITHOUT BEING SCARED?!"

"I DIDN'T SAY I WASN'T SCARED!" shouted Ben.

Gwen was immediately taken back by her cousin's outburst. "What?" she asked, not sure she heard him right. Ben took a big sigh before replying, "I am scared. Relish knew how to take on Four Arms and almost killed him. He almost got the Omnitrix, but guess what; he's not the first to try. Ever since those bounty hunters came after me, I've told myself that as long as I'm using the Omnitrix, I'll always be a target. But if I get freaked out by every bad guy who tries to kill me for the watch, then I don't deserve to be the hero I am today." Max looked back at his grandkids as Ben continued to speak. "I was trying to act calm so that you guys didn't have to worry about me."

"Well that plan worked like a dream," Gwen said sarcastically.

"But the only way to get over my fear of Relish is to face him again and beat him!" said Ben as he punched his hand.

"We'll definitely see Relish again, that's for sure, but you need to be ready for him now that you have a second chance at beating him," advised Max.

"Do you really think I'll have to fight Relish again?" asked Ben.

"Let's hope not," replied the plumber as he looked away from the road to face his grandson. "Grandpa, look out!" cried the cousins. The old man turned toward the road, expecting to see a giant red Makyan; instead he saw a smaller alien standing in the road, although that didn't stop him from slamming his foot on the brake of the rust bucket. The RV swerved and turned about 180 degrees. The back of the RV was about to slam into the unknown alien, who simply stood still with his arms, crossed. The alien suddenly disappeared as the rust bucket stopped. The three Tennysons stepped out of the RV and looked around. The alien suddenly appeared on the road a few inches away from the rust bucket. His appearance consisted of a bald white face; his chest, abdomen, wrists, the bottom half of his legs, and his feet were also white.

His thighs, waist, and tail were dark black. His arms and hands were red along with the top of his head and his center chest. His eyes were red with black rings around them. In between his chest and his abs was a black circle with a small red star on it. The alien stood in front of the Tennysons with an evil smirk on his face as he folded his arms.

"Greetings Ben Tennyson, how I have waited for this moment, although the circumstance is far less than ideal," said the alien.

"Uh, do I know you?" asked a confused Ben.

"Intimately and not at all," replied the alien. "But let me introduce myself. I have many names but you may call me Fridge."

"Fridge? Why would you have a name like that?" asked Ben.

"Frost Demons are customarily born with a name relating to anything cold," replied Fridge. "Now, I believe you know why I'm here?"

"Yeah, you want to beat me and take the Omnitrix," said Ben as he held up his watch.

"Precisely," said Fridge.

"Well, I won't let you take it that easily!" said Ben.

"Good, it's no fun without a challenge!" said Fridge.

"Wait a minute! That symbol on your chest, it's the same as Relish's! Do you know him?!" asked a curious Gwen.

"You could say we're closely acquainted, human," answered Fridge. "But enough talk, it's time to get down to business. You know you almost hit me with that vehicle, but you re lucky I'm incredibly fast, otherwise the aftermath of the crash would've been worse for you than for me."

"You wanna see fast?" challenged Ben as he twisted the Omnitrix. He then slammed it down and was engulfed in a green flash. When the light died down, a big blue lizard-like creature with a helmet and wheels attached to its feet stood in Ben's place. "I'll show you fast!" XLR8 ran around Fridge before stopping behind him; he then tapped his shoulder. Fridge turned to look at him but saw no one at his back as XLR8 ran back to the rust bucket. "Was that too fast for ya? Would you like me to slow down a bit?" asked XLR8 proudly.

"Well I have to say, that was pretty fast," said Fridge as he took a stance. "Now it's my turn!"

The Frost Demon suddenly appeared in front of Ben's face, which scared him a bit. He then appeared behind Ben and tapped his shoulder with his tail. XLR8 turned around and saw nobody behind him. Fridge then appeared behind Max and Gwen before disappearing and reappearing on top of the rust bucket. The Tennysons looked up at him as he sat on their vehicle smirking. They continued to look up at him on the RV until XLR8 heard a voice from behind him asking, "Hey! How long are you gonna keep looking over there?"

The Tennysons turned back around and saw Fridge standing in the same spot he was in before he had sped around Ben, as if he never moved from his starting point. Fridge grinned at the Tennysons' confused faces.

"Ok, that was pretty fast," admitted Ben. "But you're nowhere near as fast as me."

"We'll see about that, now won't we?" asked Fridge as half of a face mask appeared over his mouth.

XLR8 closed his helmet as he prepared to take on Fridge in a battle of speed, but before he could start, Max placed his hand on his shoulder to get his attention. "Be careful sport, it doesn't seem like this guy will go easy on you," warned Max. "No worries grandpa, I've got it covered," assured Ben. "Do you really?" asked Gwen. "This guy clearly just set a trap for you and you fell for it. What makes you think you stand a chance?" "Because no one's faster than XLR8!" said Ben confidently. He then rushed at the Frost Demon and stopped at his face. Time seemed to slow down for Fridge as he easily dodged a punch from the alien hero. He then tried to counter with his own punch, but XLR8 managed to dodge it. The speedy lizard then appeared behind Fridge and tried to kick him, but he disappeared and reappeared at Ben's right as he planned to kick him. XLR8 quickly ran to Fridge's back before nailing him with a kick to his spine.

He then ran to his front and tried to punch him, but his fist was grabbed before it could hit his opponent's face by Fridge's tail. The Frost Demon smirked as Ben struggled to free himself; Fridge then kicked XLR8 in the gut and tossed him away. XLR8 quickly landed on his feet and turned around to face his opponent. He was surprised to see Fridge right in his face; the Frost Demon tried to elbow bash him, but the alien hero sidestepped his assault and kicked him away.

Fridge immediately stopped and said, "That was fun Tennyson, let's try it again!"

"Are you sure you want to?!" asked Ben. "I wasn't moving too fast for you?!"

"Not at all! If anything, you were going a little too slow!" taunted Fridge.

"Is that so?! Well I can go faster if you want!" said Ben.

"Alright then, show me your top speed so that we may know who's really faster!" requested Fridge.

"Fine! But remember, you wanted this!" said Ben as he zoomed toward the Frost Demon. Fridge was suddenly plowed into by an invisible force that hit his right cheek. Before he could react, XLR8 appeared behind him and kicked the back of his head, causing him to fall forward. Fridge quickly got up and tried to punch Ben, but he dodged his fist and started rapidly punching Fridge. XLR8 then continued his onslaught by running around Fridge in a circle and hitting him multiple times. When he finished, Fridge staggered a bit as his whole body was covered with bruises. XLR8 then kicked the Frost Demon multiple times before tail slapping him.

"Nice one sport!" cheered Max.

"Alright! Way to go Ben!" shouted Gwen.

XLR8 smiled and gave his family a thumbs up as he said, "I told you, I got this!" He then turned toward Fridge, who was busy dusting himself off. The Frost Demon looked at the alien hero and smirked. "Nice speed, I didn t think you d catch me off guard like that," Fridge complemented.

"What can I say, I m just full of surprises!" said XLR8 as he opened his helmet.

"Don t get too cocky, for I have yet to show you hero, what it truly means to be fast!" warned Fridge.

"Hah! You still think you re faster than me?" asked Ben. "Then prove it!""

"Alright, but consider yourself warned!" said Fridge.

The Frost Demon suddenly disappeared and reappeared in front of XLR8 s face, and before the speedster could react, Fridge flicked him in the nose, making him wince in pain. "Oh, I'm sorry; did I hurt you?" laughed Fridge. XLR8 growled at the Frost Demon before swinging his fist at him. Fridge easily dodged him and punched him in the face. The Frost Demon then started rapidly punching XLR8 in the face before he sent him flying with one final punch. The speedy lizard flew until something behind him stopped him. He turned around to see a smirking Frost Demon behind him. Fridge then kicked XLR8 into the air before appearing above him and tail smacking him to the ground. XLR8 crashed into the ground while Fridge laughed. "BEN!" cried Max and Gwen. The Kineceleran quickly got up as the Frost Demon descended toward the ground. "How's that for fast?" asked Fridge.

"Ok, I admit you re fast!" said Ben. "But only one of us can be the fastest here!"

"Then I guess it s time to find out which one of us that is!" said Fridge.

The two speedsters rushed at each and clashed fists. They traded blows incredibly fast while moving faster than the untrained eye could see. To the other Tennysons, the battle looked like a mixture of blue, black, and red blurs that were moving all around the desert. "They re moving so fast I can t tell who's winning!" said Max Tennyson. "Do you think Ben can beat this guy?" asked Gwen. "I get the feeling that this Fridge is just toying with him!" "More like testing his speed!" agreed Max. The fast aliens continued to clash until Fridge suddenly ran ahead of XLR8. "Hey! Where are you running off to?!" asked the Kineceleran as he chased after him. The two ran along the road, trailing fire and wind as they did. The Frost Demon suddenly ran ahead of XLR8 and stopped running.

"Gotcha now!" said Ben as he zoomed towards Fridge.

At the last second, the Frost Demon ran past Ben and raced toward his family. "STOP ME IF YOU CAN!" called Fridge as he got closer to the Tennysons. "NO!" cried Ben as he quickly turned around and raced to save his family. The Tennysons seemed to be frozen in time, since they could see Fridge coming at them but they wouldn't be able to react fast enough. Just as the Frost Demon was inches away from the Tennysons, he suddenly stopped running, allowing Ben to bash into him and knock him away from his loved ones. Max and Gwen blinked in confusion as they stared at XLR8. "What just happened?" asked Gwen.

"The usual, I saved your lives," replied Ben.

The Tennysons looked toward Fridge who had tumbled wildly before landing flat on his face. "That ll teach you to try and mess with my family when I m around!" exclaimed Ben.

Fridge then stood up and started laughing. "What are you laughing about?! You re getting your butt kicked!" said Ben. "Heh! Do you honestly think you would ve stopped me from harming your family if I didn t purposely stop myself?!" asked Fridge. "You haven t even begun to learn what true speed is, now let me show you just that!"

The Frost Demon suddenly disappeared and reappeared right in Ben s face; the hero was then punched in the gut before he could register what happened. "I didn t even see him move!" thought XLR8. Fridge then smirked as he kicked Ben away. Ben skidded until he stopped flat on his back. He quickly sat up only to see Fridge standing right above him smirking. Enraged, XLR8 charged at him; he tried to punch Fridge, but the Frost Demon easily dodged his attack. XLR8 continued his assualt by rapidly throwing punches and kicks at Fridge, but he simply dodged every blow. "You can't avoid me forever!" said Ben.

"Although I'm sure I could, I don't need to, Tennyson!" said Fridge before he suddenly disappeared. He then reappeared behind XLR8. The Kineceleran slowly turned around (well, slow compared to Fridge's speed) and was tail slapped away.

Everything was moving way too fast for the other two Tennysons. It was like one second XLR8 and Fridge were about to resume fighting, then the next, XLR8 was on the ground while Fridge was still standing. "What's going on?!" asked Gwen worriedly. "Is Ben losing again?!" "I can't tell, sweetheart, it's all too fast!" replied Max to Gwen. He turned toward his grandson and asked, "Ben! Are you..." "I'm fine! Don't worry!" Ben quickly replied as he stood back up. "Good, for a second there, I was afraid you'd ran out of gas!" taunted Fridge. The alien hero turned to face the Frost Demon while the Tennysons watched anxiously as the two alien speedsters prepared to fight again. "Don't worry Gwen, your cousin's got this," assured Max as he placed a hand on Gwen's shoulder. "Let's hope so," said Gwen.

XLR8 seemed hesitant about attacking as he started shaking a little bit. Fridge noticed this and smirked as he asked, "What's the hold up?! Are you actually afraid to attack me or are you no longer confident in your speed?!" "NOT A CHANCE!" cried Ben, getting over his hesitance and charging at Fridge. The Kineceleran zoomed behind his challenger and tried to punch him, but Fridge just grabbed his fist with his hand. XLR8 was surprised by this but quickly zoomed around and tried to kick Fridge's face; the Frost Demon reacted by grabbing his leg with his tail before tossing Ben away. The speedy raptor quickly got up and started circling Fridge trying to get him with a surprise attack, but every time he struck, Fridge would always manage to block his attack.

"How are you doing that?!" asked XLR8.

"You may move faster than the untrained human eye can see, but as an alien, my eyesight is particularly better than a human's," said Fridge. "And as a fighter, my eyes are trained to see things moving faster than the speed of sound!"

XLR8 clenched his fist as he began trembling. "I should've told you this from the start, but your top speed is just not good enough to match mine!" said Fridge when he saw Ben shaking.

"THAT'S NOT TRUE!" cried Ben.

"Is that so? Then let me show you what true speed is," said Fridge. The Frost Demon suddenly appeared in front of the Kineceleran; he tried to punch him, but Ben managed to dodge his attack. Fridge continued to throw punches at XLR8 who barely managed to dodge them. Eventually, Fridge jumped up and folded his arms, then started kicking at Ben but the alien hero still evaded his attacks. XLR8 tried to attack Fridge again but he blocked all of his blows with his feet. "How can anyone besides me be this fast?!" thought Ben. "He not even using his arms, yet he's blocking all my attacks with ease!"

The two speedsters eventually backed away from each other. XLR8 was breathing heavily while Fridge showed no signs of fatigue. "Guess you're still pretty fast Tennyson," said Fridge. "What do you say we kick things up a notch?!" The Frost Demon suddenly charged at XLR8 and skull bashed him, cracking his helmet in the process. Fridge then started nailing Ben with multiple punches and kicks. He ended his assualt by slapping Ben away with his tail. XLR8 slowly stood up as he glared at the Frost Demon, whose body was flickering.

"W-What's the matter?! T-That all you got?!" stammered Ben. Fridge did not answer him nor did he make any attempt to attack Ben. "Fine! If you won't attack me, then I'll attack you!"

XLR8 ran toward Fridge and threw a punch at him, but to his suprise, his fist went right through him. "W-What the...?" said Ben as he stared at the Frost Demon before it suddenly faded away. "I'm over here, fool!" said Fridge from Ben's right side. The young hero turned to his right and was kicked in the face by Fridge's foot. That last attack caused XLR8's helmet to crack open, revealing one of his green eyes.

"What the heck was that?!" asked Ben.

"That was the afterimage technique! A technique that any speedster can utilize in battle in order to decieve foes!" explained Fridge. "It's where you move so fast you leave an image of yourself behind! That image cannot attack or be attacked, and the faster you move, the more images you can create!"

"Although cool, that's not fair!" commented Ben.

"Oh please, every fighter in my universe can use this technique; it's nothing more than a simple trick with super speed!" said Fridge as he suddenly disappeared.

Pretty soon XLR8 was surrounded by ten images of Fridge. The Kineceleran frantically looked around as he tried to locate the real Fridge, but they all looked completely identical; it was impossible to pick out the real one. "Go ahead and hide among those fakes; I'll just hit all of them until they all fade away! Then the real you will appear!" said Ben as he charged at the afterimages. XLR8 attacked every afterimage until there was only one left. "Looks like I've outsmarted your little afterimage technique!" said XLR8. He then rushed at the Frost Demon, only to pass right through him when he tried to kick him.

"Up here, Tennyson!" called Fridge from above the hero. The Kineceleran looked up and saw his opponent with his foot ready. Fridge kicked the speedy raptor to the side where he rolled until he stopped. The other Tennysons watched with fear as their relative struggled to fight the Frost Demon. "Don't give up Ben, dig deep, fight back!" thought Max. "Come on, dweeb! Don't let this freak toy with you like this, kick his butt!" cheered Gwen. Once again, XLR8 slowly arose to his feet, still exhausted but unwilling to give up.

"Your persistence is annoying!" growled Fridge. "Let's see if you're fast enough to dodge this!"

The Frost Demon lifted up his finger and pointed it at his fatigued foe; he fired a thin, red beam at the Kineceleran, who instinctively dodged it just barely. "What was that?!" asked Ben. "A technique known as the Death Beam, where the user fires a red beam so fast it's almost impossible to see and nearly impossle to evade!" explained Fridge. "Let's see how long you can dodge them before I pierce you!" The Frost Demon started rapidly firing Death Beams at the Kineceleran, who managed to dodge them but only barely. Fridge continued to fire Death Beams at his foe while Ben continued to evade them. "Man, I hope he gets tired of this game soon! I don't know how much longer I can keep this up!" thought Ben. Eventually, one of the Death Beams pierced XLR8's tail, causing him to scream in pain. "BEN!" cried Max and Gwen.

Fridge fired a few more Death Beams at his weakened enemy. Some grazed his arms and legs, while others impaled his shoulders and tail. Fridge smirked at the condition of the alien hero, only to frown when he saw XLR8 refused to give in to defeat. "You still have the strength to stand?! Your determination and stubbornness is as admirable as it is irritating; when will you accept your fate and surrender?!" asked Fridge.

"Never!" replied XLR8.

"Very well then," said Fridge as he fired a Death Beam at Ben's feet. The impact created an explosion that blew the hero backward and knocked him unconscious. "BEN, NO!" cried the hero's family as the Frost Demon approached the fallen hero. "The time has come for me to kill you and claim my prize. Although it would be better if I simply took the Omnitrix and spared you, there's something about you that infuriates me!" Fridge said as he leveled his hand at XLR8. "Your determination, your drive, your will to fight and best your foes, your stubborn nature, it reminds me too much of a certain alien race that I greatly despise! This is the end, Ben Tennyson!"

"NO!" cried Ben's family.

Just as Fridge was about to finish off the Kineceleran, the symbol on his chest started to glow yellow, much to his annoyance. "What?! No, not now!" said Fridge. The star symbol started beeping very fast as it continued to shine gold. "Although you showed extraordinary speed, you still failed this test! However, fate has postponed your life sentence, for now!"

The Frost Demon suddenly blasted off into the sky to his hideout. The other Tennysons looked up at the sky as they watched Fridge disappear. "BEN!" they yelled as they ran toward the injured Kineceleran. His helmet was cracked open halfway, exposing half of his face, his body was covered with cuts and bruises, and blood spilled from his tail. In a second, his Omnitrix timed out and returned him to his human form; his injuries were healed but he was still unconscious. His family picked him up gently as he suddenly stirred awake.

"Where'd that freak go?" asked Ben tiredly. "Did I win the fight?"

"No, but you did survive it," said Max as he carried his grandson to the RV.

"Something weird is going on guys," said Gwen. "And if I'm right, Fridge won't be the last person to challenge Ben and he will be back!"

"I think you're right and I hate it when you're right," said Ben before he passed out.

1-Makyan:Relish

2-Frost Demon:Fridge

A/N: Ok! Second test is over with and the results are that the hero has failed! How will Ben do in the other three tests?! Will he finally best the mysterious alien shape shifter or will his next loss be his last?! Will this unknown foe finally get his hands on the Omnitrix?! Find out next time on The Zenotrix! Oh and keep reading my other fanfics and send your reviews! BBFN AntiHero out!