AN: Sorry bout not updating this fanfic, guys; been suffering from family issues, college classes, etc… Alright! Now we've come to the second part of the SPD arc: the fight between the heroes and the… other… heroes…

Vexents: Oh just call us what we're supposed to be: the villains!

Drago: You know he can't do that because that's not who we are.

Vexents: We are in the cousin couple's eyes.

Drago: Yeah well, they're blinded by anger right no -

SK90: ALRIGHT, SHUT UP! *holds a bat with a nail running through it* Don't MAKE me use Lucy on you!

Vexents & Drago: … Okay, we shut up now!

SK90: *puts Lucy away* Good boys.

Lyoko: *sweats a little* Do you HAVE to do that?

SK90: Yes.

Lyoko: … Ooooooooooooooh kay… Well, as I was trying to say, we have finally made it to the fight portion of the SPD arc between the Main characters and the Side characters… How's that?

Vexents: *shrugs* Eh, it works.

Drago: That better be temporary…

Lyoko: Don't worry, it is. Back to the matter at hand. In this chapter, we have Ben facing off against Drago -

SK90: WOOT! Go, Drago!

Gwen: Ben, f! him up!

Lyoko: Okay, lots of tension going on here… I think we'd better do the disclaimer… Ben, if you will!

Ben: *inhales some air before being kicked upside the head by a flying Anko*

Anko: Neither sayainking90 nor LyokoBarbossa own Ben 10, Power Rangers, or Naruto, which is where I just came from. They are copyrighted properties of their respective owners. LyokoBarbossa and sayainking90 DO, however, own Vexents and Drago respectively. Now where did that flying dango go?

Legend:

"Yo, what's up!" - Speaking

'Idiot…' - Thinking

"At least I got ahold of SOMEONE competent…" - Hologram Speaking

Dear Ben, I love you./Space Patrol Delta/I am Sporadic Movement - Letter/Ranger Related Subjects/Lyrics (if I get them)

Strike: Shadow Claw - Attack

"SPD Emergency!" - Transformation

"I will rip you TO SHREDS!" - Second Form Drago/Feral Ben Speaking

'That look… I HATE that look' - Second Form Drago/Feral Ben Thinking

*BLAM!/*Play Song - Sound effects/Song Cues

~Previously on "A New Adventure"~

"Gwen, we're here. Be ready for anything." he told Gwen, to which she nodded, before yelling out.

"ALRIGHT, I KNOW YOU'RE THERE, YOU COWARDS! COME OUT AND FACE US!"

*Play Mega Man X3 OST-RA, T26: Boss (Intro)

As soon as he was done, a twister of sorts started forming. Ben and Gwen both attempted to block out as much sand as possible. After several seconds, the twister formed into a full blown tornado as it approached them.

Ben used his enhanced sight to see through the sands and his squinted eyes to make out a single figure actually walking INSIDE the tornado as if it wasn't even there.

The figure stopped moving towards them. As said figure stopped, just as suddenly as it began, the tornado disappeared, revealing two boys no older than either Ben nor Gwen were as they looked on. One of the two boys was in the air, as if he was jumping like a chimp, but landed with his right foot slightly in front of his left one, his left arm behind his back in a political fashion, and his right hand formed a fist as it slammed into his chest. He had combed back hair that was the same color as Ben used to have before all this mess started; auburn brown. His shirt was a blue T-shirt with a black, red-eyed dragon logo that was circling some dot with it's mouth open, as if to eat it. His pants were a Navy blue with a pair of zippers where the pockets would be. His shoes were bright, almost neon, red with white soles that seemed untouched by the sand and dirt with a single white stripe going perpendicular against each foot, his socks bunching up by the ankles. The boy wore blue gloves that had white fingers and a gold band around the wrist. The oddest thing about the boy was his eyes: his left eye had a vertical scar going down it and was cerulean blue while the right one was unblemished and was a scarlet, almost blood, red.

The other boy had gravity defying white hair. His eyes were both an icy blue with small slits for pupils. He wore a black training gi with the sleeves ripped off at the shoulders, a red belt around his waist, black ninja pants, black fingerless gloves, a black mask that covered only from his nose down, and wooden sandals with red straps connecting them to his feet. The odd thing about THIS boy was the fact that his skin was pale, almost ghost-like, and seemed like scales. He was slouched slightly as he spread his legs with his left foot in front of his right, his elbows bent slightly and arms raised to give off a feel of how aggressive he would get should either cousin/lover make the wrong move. His icy eyes squinted so that they were almost closed as he stared hard at the two, grinning madly under his mask.

The first boy grinned darkly as he looked on at the two cousins/lovers with seemingly high arrogance. With a dark, cynical voice, he said, "Ah… At last, we finally meet face to face…

Ben Tennyson."

~We now continue with "A New Adventure"~

Chapter 4: Stalking Wolf, Hidden Dragoon

Both Ben and Gwen stared in shock at the brunette's proclamation. However, this was only brief as Ben's shock turned quickly to rage as he recovered.

"Alright, scumbags, talk! How do you know my name?" Ben asks growling "And where's my mom?" At this, the white haired boy started chuckling, then lightly cackling."Did you honestly think we would kidnap your mother and force you out here without doing our homework? I should rip that brain of yours out of your skull and clean it with steal wool because there seems to be a lot of trash in it!" he cackled again. Ben lightly growled at the boy and started to charge forward towards him when Gwen grabbed a hold of his arm forcing him to stop "Ben, calm down that's what he's trying to do: he wants us to lose our cool so that we'll make a mistake and fall for whatever there plan is." She then quickly glared at the two for an instant before she said to the white haired boy, "At least Ben's got a girlfriend, you homo!"

This made something snap in the white haired boy's mind as he emitted that same hissing growl from earlier. "Homo? HOMO - !"

"That's enough!" snapped the odd eyed boy.

This seemed to work as the hissing growl lowered a few decimals, before the brunette maliciously smiled and continued, "She'll get what's coming to her. After all, if I remember my villain tutorials, lesson 42 states that 'Any insult from a hero or sidekick must be dealt with swiftly and mercilessly; no matter the situation."

This made the white haired boy smirk under his mask before a thought struck him, but Ben beat him to the punch as he asked, "Wait, there are tutorials on how to be a villain?"

At this, Gwen promptly face faulted.

"Why of course there are, dear boy. After all, any great villain abides by these lessons. They are the foundations of villainy and tyranny to date. Now then, as for how we know your name, Ben: …

"Well…" the brunette started before he smirked evilly at the half-lycanthrope, "Let's just say your reputation precedes you." He snickered at this.

"Where is Aunt Yenalda!" Gwen called back.

"T'ch, according to lesson 69, "Villains are not to divulge information concerning a precious target of the hero/sidekick unless they are defeated in combat which, at that point, will be said target's time of demise." Most villains, however, ignore this rule, and just simply do as they see fit." the brunette explained with a cocky smirk.

"I swear if you touch a single strand of fur on my mom, I WILL RIP YOU TO RIBBONS AND HANG YOU UP ON MY CHRISTMAS TREE!" Ben threatened.

The white haired boy finally spoke again. "Hehehe, an empty threat from an empty 'hero'." he said, speaking the word 'hero' as if it was hard for him to comprehend the half-Loboan in front of him was one, before laughing madly at the sky. When he stopped, he looked at Ben with pure disgust and made a cold threat. "How 'bout I just slice your throat off right now? Maybe THAT'LL shut your trap, you mutt!"

At this, the brunette laughed and said, "That's the ticket, Drago. Lesson 109 says, "When all else fails, implement and execute heinous, diabolical plan yourself." I can see you paid attention to THAT lesson. Honestly, Ben… We thought you'd know better than to make threats at the holders of your mother, but… Sadly… We were mistaken. You're stupider than you look, you feral ingrate." He continued his laughter with renewed vigor.

Ben's face grew more feral by the second as the laughter continued. Gwen saw this and did everything in her power to cool the lycanthrope hybrid down, only for it to be interrupted by the brunette's voice.

"Even IF you were as good as King Kae Rool said you are, even villains aren't without honor."

This shocked Ben out of his anger as he contorted his face into a confused look. Gwen also quirked an eyebrow at the blue-loving pre-teen as both cousins/lovers looked on.

"Here are our terms:

Number 1: We will fight one on one; no tag outs, no ganging up on anyone, and no running away -"

"Wasn't planning on it." Ben interrupted. The brunette seemed to ignore this and continued.

"Number 2: Neither side will deal a killing blow unless one is deemed necessary.

Number 3: -" the brunette stopped in mid-sentence before vanishing into thin air and appearing right in front of Ben, forcing a yelp of surprise out of the half blood Loboan.

"No low blows or anything of the sort."

"Like what?" Gwen asked. 'Oooh, big mistake, Gwenny.' was the brunette's thoughts as he continued.

"Like THIS!" he shouted as he kicked Ben's right shin. Said Loboan hybrid let out a howl of pain as he lifted his leg to his gut and wrapped his clawed hands around the injured limb.

"Aaaaand… None of THIS!" he shouted again as he used his right hand's index finger to poke one of Ben's eyes, which caused the poor boy to shriek out in pain as he attempted to cover the injured optical organ.

"Also… None of THIS!" the brunette yelled out one final time as he grasped both of poor Ben's earlobes and yanked down as hard as he could.

"YEOUCH!" was Ben's only reply as the brunette asked, "Got it?"

Gwen had watched all of this occur, thinking all the while that she'd seen this somewhere before, but pushed it aside as one of the cartoons Ben used to watch. She finally shook her head and asked, "Okay, lemme get this straight… We can't do THIS?" At that, she kicked the brunette's left shin, mirroring her boyfriend's own injured shin, causing the boy to cry out.

"Or THIS?" Gwen asked as she poked the boy's blue eye with her own right index finger, causing him to yelp out.

Ben had finally caught on to what his girlfriend was doing as he finished what Gwen started.

"And we most certainly won't do THIS!" he cried out as he grabbed the brunette's earlobes and yanked down.

"OUCH! Yeah, ya got it." the boy said as he rubbed his ears.

As the brunette retreated back to his partner, both cousins shared a devious smile and hi-fived each other.

The brunette could hear the platinum silver haired boy holding back his laughter…

And either failing at it miserably or not even trying at all.

"Oh shut up, Drag-Queen!" the brunette shouted.

At this, said "Drag-Queen" stopped his laughing, opting instead to aim a glare that if looks could kill would have put the brunette six feet under.

"Oi, the name's DRA-GO, ya roadrunner!" the now named "Drago" shouted back.

As the brunette heard this, he slapped his hand on his forehead, groaning in annoyance. "You scale-covered ash for brains, you just gave away your name!"

Drago quirked an eyebrow up in confusion before asking, "So?"

"Does the term 'incognito' mean anything to you?" the brunette shouted.

~Meanwhile

At Yenalda's Cave

It had been a few hours since Yenalda and Anubis's earlier confrontation. Anubis did everything in his power to explain all that had happened to him.

From his ejection from the throne…

To being shown mercy by those that truly followed him to the very end…

To being accepted into the Plumbers…

And finally, to forming the Plumbers S.P.D. Branch, and what Ben and Gwen had to do with it…

And over the course of the time it took him to explain it, Yenalda had taken it in stride, but she still couldn't escape the old feelings of when he was the Dark Overseer.

The memories he left…

The nightmares he caused…

They would haunt her for the rest of her life…

But the Loboan before her wasn't the Dark Overseer… It was her brother; not the same, mind you, but it was her brother nonetheless.

"… And that's why I couldn't contact you about all this. I thought you'd still hold a grudge against me for what I've done to our kin."

Anubis's voice broke her concentration as she shook her head to look at the Loboan.

Her only reply was, "I still don't believe you wanting to put the past behind you…"

At this, he flinched slightly; believing that his fears were true.

"… But I do know that you are not the same pup my brother once was NOR are you the same monster as the Dark Overseer… So, for that, I forgive you, but I cannot forget -"

"I'm not asking for you to forget what I have done…" Anubis interrupted, "All I asked was that you heard me out, and you did. For that, alone, I am grateful."

"The ages have indeed changed you to be more benevolent, haven't they?"

At Yenalda's question, the S.P.D. commander chuckled before answering her.

"IF one could call my protocols benevolent, then I guess so."

The female of the two slapped her left claw onto her same side hip in a fashion that made her body scream "Oh no you DIDN'T!" and made a smile cross her face before saying, "But at least THIS time you have a reason to make them so difficult. You are training future defenders of the UNIVERSE for Grand Overseer's sake! You should be proud of them; ESPECIALLY of the ones tailing us." As she finished this statement, she looked over to the side of the cave where it was least lit.

Off in the shadows, all of Squad S flinched as she said this; each having different ideas on the same subject.

'Ssso, ssshe knew where we were, eh?'

'Mon, I KNEW I shouldn'tah wore dat cologne today…'

'How in tha HELL did she know we were here?'

'She KNEW!'

'I see the Commander has trained her well…'

'He loves me. He loves me not. He loves me…' (that one just kept going, so you not really missed anything with that one.)

Anubis's face of relief changed to one of stern neutrality as he asked, "So you knew?"

Yenalda caught a glimps of her brother and cast a dark grin before answering. "Truthfully, I didn't realize they were there until you mentioned something earlier about a 'Squad S'? When you mentioned what they were for, I was wondering where they were when you were with me. Then it dawned on me. Where is the BEST place to hide ANYTHING from an enemy?"

Anubis had a shocked expression as the realization hit him before speaking, "Right under their nose. I see you haven't forgotten that lesson, sister."

"I couldn't forget that one… It was that very lesson that allowed me to sneak past you and away from Lunar Loboa." Yenalda spoke somberly.

Anubis took on a face of self-disgust at the jab his sister made at him.

Just as he was about to tell Squad S to reveal themselves, one of the squad members jumped out…

Literally…

It was the blond haired Elvis wannabe. He had his hand behind his head and nervously laughed as he spoke, "Hehe… Sorry bout the whole 'hiding in the shadows' thing, but it's kinda in the job description, miss… Or is it misses?"

"I'd prefer the name 'Yenalda' if you don't mind…" Yenalda spoke in a low growl, a tick mark appearing just above her right eye.

Before the blond headed man could speak, Anubis cleared his throat, or pretended to do so, to get everyone's attention.

"You'll have to forgive Johnathan, here… He doesn't usually socialize with people outside of S.P.D.…"

The now named Johnathan grew annoyed at the lycanthrope commander before screaming out, "HEY, the name's 'JOHN-NY!" at said Loboan before turning to Yenalda and tapping the side of his head with his left index finger, as if pointing to his head, and asked the female Loboan, "Got it memorized?"

At this, everyone else but the Aqua-Mipedian and the Orochidian of Squad S and the present alien werewolves face faulted. Both Anubis and the Aqua-Mipedian were slightly annoyed at Johnathan's remark, while Basillix and Yenalda were confused.

They all continued to look on in silence for a few minutes until a thought came to the Orochidian as he hissed a question to his CO.

"Sssir… Do you REALLY believe that entrusssting sssuch a delicate tasssk asss thisss?"

Anubis showed a soft smile as he said, "I believe that they are MORE than capable of doing this, but just in case…" He paused. "How does everyone else feel about this: do YOU believe that doing so was the right decision?"

Everyone except for Yenalda stared at each other, as if having a silent conversation with each other.

~Back with our protagonists~

Drago looked on at Vexents as if he had grown an extra head. "In a cog what?"

The brunette and everyone else present face faulted at the draconic looking boy's remark.

~Back with the Loboans and Squad S~

As if they had heard the conversation that Drago and Vexents were having, all that were looking at each other, save for Anubis, simultaneously shook their head and called out as one.

"Boy did WE screw up."

Anubis had other thoughts going through his mind. 'The boy is ready, I can feel it. I just know he will be able to succeed in his mission.'

~We now return to our Protagonists for good this time~

Out of the three fallen fighters, the brunette was the first one up, growling as he steadied himself. He felt pure annoyance towards the silver haired boy. He finally let out a sigh and said, "I guess we really SHOULD give our names… Lesson 3: "Make sure that you proclaim your name(s) to the hero(es)/sidekick(s) upon your first meeting". Any, I am known as the Furiously Fast Fighter, the Speeding Human Bullet -"

Before the brunette could continue, Drago cut him off saying "The fastest blabbermouth to ever speak in the known universe, HAHAHA!"

At his remark, the brunette glared at him and continued his introduction, slamming his right fist into his chest as he did earlier.

"The one!

The only!

VEXENTS CLOUDWALKER!"

All anyone, other than the now named "Vexents", could do was stare at the boy as if he were some kind of freak for making that kind of introduction.

After a few seconds of doing nor hearing nothing, Vexents began to feel the stares on him. He looked around and noticed everyone else staring at him.

"What?" he asked.

As he said that, the cousin couple shook themselves out of their stupor and remembered something. The looked to each other, as if asking an unspoken question, before nodding and looking back to the pair. Gwen decided now to ask, "Are there any other terms?"

Vexents just stared at her for a second or two before realizing what he was doing. "Oh yeah, right!" he called out, then cleared his throat before continuing, "There is ONE more requirement. WE -" Vexents pointed to himself, then to Drago, before continuing. "pick who we fight, even though I ALREADY know who Drago's gonna go after."

At this, Drago smirked under his mask.

"So all that's left is for Lesson 13: Antagonize the hero(es)/sidekick(s)." As he said this, he disappeared into thin air in a flash. Ben and Gwen were both looking around for him, but noticed that he was nowhere to be found. At least until Gwen felt a strange pressure around her gluteus maximus area. As soon as she felt something grab her, she let out an "EEP!" which startled her boyfriend/cousin. As soon as anyone knew what was going on, Vexents reappeared next to Drago and said, "Oi, Ben! Ya sure know how to pick'em! She's got one SWEEEEEET ass on her!"

Neither one of the cousin couple knew WHY, but this infuriated them BOTH to no ends, but Gwen got the worse of it. She was the VICTIM of that assassination attempt. All she could see was red. "Why you-!"

"I already picked MY opponent, Drag-Queen; looks like you get the leftovers."

*Play Benny Hill theme

Vexents laughed in a madly perverted way before he jumped up with his feet flapping like wings, his hands at his sides, and stuck his tongue out a few times before going "Meep meep!" and dashing off into the distance.

Gwen became outraged at this, and quickly taking to the skies to follow suit, but not before calling out to her boyfriend one last time, "Don't get yourself hurt cause if you do, I'LL SKIN YOU ALIVE; I DON'T NEED THAT HANDSOME COAT OF FUR YOU GOT RUFFLED!"

*Song fades out

Ben and Drago both stared out at where Vexents and Gwen ran, or in Gwen's case; flew, off to before the silver haired boy shook his head and looked at the halfblood. He stared at the boy as a bully would stare at a potential target, smirking all the while he did.

"Well well well… Looks like I get to have some fun with you, furball." At the boy's remark, the half-Loboan looked back at Drago with sheer anger in his eyes before a smirk of his own overcame his face as he said, "Hello, misplaced aggression."

Drago snorted at the boy's attempt at a threat before saying, "Normally, I don't eat nor enjoy dog meat, but in this case: I'll make an exception!" As he said this, his smirk disappeared as he stood straight up, his arms bent at the elbows; said elbows touching the sides of his torso.

Ben was flabbergasted to say the least. 'This guy's taller than GRANDPA!'

Indeed, he SEEMED taller than Max, but he was, in fact, a few inches shorter. Standing at a proud 5' 3" was the behemoth that was Drago.

Ben mentally gulped before getting into his traditional Loboan battle stance (The same stance that he was in when he and Gwen sparred in chapter 2).

*Play Detainer by Day of Fire

Drago stared Ben down before jumping into the air a good 8 or 10 feet, his fist reared back; ready for a punch.

Ben saw this just in time, and promptly jumped out of the way before the attack made contact.

Drago had started descending to the ground before he threw the punch he had ready for Ben.

Drago's fist had made contact with the ground. That's when the true attack revealed itself.

*BAM!

A couple of huge, minivan sized boulders popped out of the ground; each with the base where Drago's fist hit the ground.

Ben barely managed to catch the boulders pop out before kicking off the nearest boulder to his right, and out of the way of the attack.

Hey, what's it gonna take to bring you home

As the half Loboan landed, he looked on to where the boulders had collided. He saw that somehow, during the collision, the boulders shattered into nothing but pebbles and dust.

Hey, what's it gonna take to break that holdHe looked on to where he last saw Drago, hoping to see that he got caught in the backlash of the attack, but his hopes faded as he saw the boy; unharmed. 'Oh man… Just ONE of those blows can put me in the hospital for at least a month. If he gets a heavy one on me, I'm as good as dead.' were the thoughts going through the lycanthrope halfling's mind.

Drago looked up at Ben from his crouching position and saw the shocked expression on the boy's face as he stood up.

If you want it,If you want it if you want itThen let go

"Surprised?" the white haired boy/teen…

(AN: Ya know what, let's go with teen)

The white haired teen said, before continuing. "That wasn't even the tip of the iceberg, mutt. You've yet to see me even TRY to fight."

Ben heard this and mentally gulped before he realized something. He decided to take a shot in the dark. "So you're the real threat between you and that speedster?"

If you want itIf you want it if you want it then let go

Drago merely chuckled before replying, "Well, physically, I AM the stronger of the two, but my partner's got me beat in every other field."Hey, what's it gonna take to bring you home

As the white haired teen said this, Ben felt horror shoot through his body as he thought, 'If that's true, then I'll have to finish this quick!'

Hey, what's gonna take to break that hold

"SHADOW FOOOOOOOOORRRRM!" cried Ben as he changed into his Shadow Form. He then took his traditional stance as he gathered Shadow Energy into his body.

Drago saw this, but ignored the boy.

If you want it,If you want it if you want itThen let go

Ben then unleashed the energy he had been gathering as he dashed towards his opponent, spinning like a tornado as he cried out "SHADOW SCREW!"

If you want itIf you want it if you want it then let go

The attack neared Drago at intense speeds, but he didn't even move to stop it.

It got closer…

And closer…

And closer…

*Stop Song

*BOOM!

The explosion ripped through the surrounding area of about 5 feet. The sound of flapping cloth could be heard as Ben jumped out of the dust cloud, smirking as he thought he had just won.

However, when the dust settled, Ben got the shock of his life.

Where there stood a white haired human boy with a scaly complexion, now stood a white haired black dragon anamorph. The creature's scales were diamond shaped and raised, giving the feel that if he were to simply rub his skin the wrong way on you, you'd be cut pretty deep. His hands and forearms had weird organic-like bone white plates on them with edges that looked just as sharp as the scales themselves. The knuckles were covered in what looked like diamond shaped pieces of bone on each knuckle; each one looked like they would stick out if he made a fist with any of them. Ben finally looked up at the head, and boy did he regret it. The creature's head looked longer than a human head, yet shorter than a brown bear's snout. Gone were the icy blue eyes; in there stead were amber colored eyes, though the slit for a pupil was still there. The creature looked on at Ben with a seemingly amused expression. The half Loboan could barely see the smile under the mask now that it was straining to stay on. As if reading the boy's mind, 'Drago' used his mouth and razor sharp teeth to bite through the mask as if it were cotton candy. After effectively ripping the mask off with only his mouth, he spat the few pieces that were in his mouth and grinned to show off his razor sharp teeth, each one from back to front were sharper and longer than the last.

The crazed dragon/human hybrid looked at Ben with a sinister gleam in it's eye as it looked on. Ben gazed at the monstrosity in pure shock and awe that was in front of him. Then the creature spoke out to him with a deep dual tone voice that was a cross between the boy's own voice and some maniacal demon.

"So, wolf-boy… What do you think?"

Ben immediately snapped out of his stupor and began growling at 'Drago'. "What sort of trick IS this: first you show off Superman-like strength, and NOW you change into a humanoid REPTILE!" asked the Loboan half-breed.

The creature's grin changed into a frown as it snarled at the half-lycanthrope, clearly upset at what Ben had said.

*Play song Orochimaru Fight

"A reptile? A REPTILE! I am no reptile, you living, fur-covered sack of dog meat! I am a DRAGOON!" As soon as the words left the creature's mouth, 'Drago' began to gather a shiny, glowing energy into his mouth. Ben was stunned at the sight until it started to get too bright to look directly at the draconic hybrid. He then looked around after seeing the small orbs of said energy were coming from one direction: the sky.

Ben, himself, decided to look up at the sky, and found out where the orbs were coming from. As soon as he looked up, however, he heard a blast coming from 'Drago's' direction and jumped a good ten feet into the air, barely avoiding a shinning blast that was as big as he was. The attack faded after a good two seconds; just centimeters away from the face of a road runner. Seeing the strange ball of light disappear caused an alarm to go off in the bird's mind, telling it to flee; and flee it did.

Ben landed on all fours and looked back at where the attack went, only to find it vanished. "You like?" 'Drago' asked with a hint of amusement in it's voice before continuing, "That was one of my specialties: the Solar Bomb. I can gather the pyrokinetic energy that gathers on a planet's surface from it's sun. I like to call this energy Solar Energy. Of course, I can breath fire, me being a Dragoon and all, but in this form, I have limited fire-breathing capabilities whereas with Solar Energy, my potentials are INFINITE!"

To emphasize this, it began to gather more Solar Energy into it's mouth before firing another Solar Bomb at Ben. Said Loboan halfbreed barely had enough time to dodge this attack by dashing madly to his left, but that didn't mean the attack missed; it just didn't hit anything vital.

The blast barely skimmed Ben's right pants leg around the calf area, causing the cloth to catch on fire. As soon as he felt the heat on his calf, Ben quickly turned 'putting out the fire' into his top priority. As soon as he started beating at the small flames that gathered on his leg, he heard a loud explosion off in the distance, and turned his head in the direction of where the sound came from.

He wasn't the only one that heard it, though. Drago, too, turned his attention to where the sound had come from, but unlike Ben, who had no idea what caused the explosion, he knew what or who had caused it.

'Looks like the idiot hit another wall… Damn I REALLY wish I had gotten someone with a little more sense -' That was as far as he had gotten in his train of thoughts as he sensed a spike of Shadow Energy before said energy completely vanished. He looked towards Ben to see that he has reverted back to normal. At this, the dragoon smirked, although with his facial features, you'd confuse the smirk for an outright creepy grin. The loboan halfbreed was also on his hands and knees; panting as if he had ran several miles at max speed. Drago's evil looking grin became even wider. Slowly, he turned his body towards the lycanthrope and began walking to him.

*End Song

~Back with the Loboans and Squad S~

After having a few words with each other; getting to know each other better, explaining the test to Yenalda, and describing who Vexents and Drago are; the group began walking towards where the fights were taking place. Yenalda was anxious to see how her son and niece were fairing with her training. In fact, she was so anxious, her tail acquired a nervous twitch every second on the dot. Anubis, the Aqua-Mipedian, and the Orochidian were the only ones that noticed, and out of the three only Anubis made an effort to calm his sister's nerves. He placed a relaxed clawed hand on her shoulder and said, "Dear sister, you must relax, and believe that Ben and Gwen can pass their initiation tests -"

"That's just it, brother; I KNOW they can pass." was the hasty reply of Yenalda.

"Then what is it that makes you so anxious?"

"For one, I've noticed something dwelling within Ben; something I have not felt since our last Overseer before your reign, brother."

Anubis looked at his sister with a face of mixed shock, awe, and horror before asking, "Since our father? Really?"

"Yes, bragrrr(1A)."

Anubis became nervous, himself, after hearing this. He looked up at the sky with a contemplative look adorning his muzzled face before looking back at his sister. "If that is the case ssgrrra(1B), did you teach him THAT technique?" he asked.

Yenalda looked up at her brother with a face that read "What do you THINK I did, idiot?" before replying, "Of COURSE I taught him THAT technique; I had no other option! His power grew too fast NOT to teach it to him. But I gave him a stipulation"

Anubis's look of confusion told Yenalda that he was curious as to what the condition was. To answer his unasked question, she continued.

"I told him that he could ONLY use that technique if and ONLY if his Shadow Form fails him, and his opponent is close to besting him"

~Back with Ben and Drago~

*Replay Last Song

Drago was now over Ben's fallen form; grinning like a madman. A glint came to his eye as he contemplated his next move. After a second or two, the Draconic being spoke.

"Such a shame… I thought you'd put up more of a fight then that… Aw, well; beggars can't be choosers, now can they, Benjy?" Drago asked.

Underneath the shadows and hair covering his furry face, Ben's smirk went unnoticed.

Drago pulled his fist back, absorbing Solar Energy into it as he prepared the final blow, before a thought came to mind. 'Whoa, Drag! Dude, calm down! Your job was to test him and see if he passes, and he's failed, NOT KILL HIM!' After a small mental argument with himself, he released some of the Solar Energy in his fist so that the attack was nowhere near as powerful as it should have been.

~Back with the Loboans and Squad S~

Johnny decided to ask the question that rocked Squad S's minds, "Sarry, but… What kind of 'Technique' are we talkin' 'bout?" As he said the word 'technique', he used air quotes as if to further emphasize the word.

Yenalda moved to answer, but Anubis cut her off before she could even get a word in edgewise.

"The technique she is referring to is one that out of the entire Loboan race only our father and ourselves have learned. It is a technique that makes it's predecessor, the Shadow Form, seem like a love tap."

~Back with Ben and Drago~

Drago finally got the attack power balanced out and had called out the name of the attack, Apollo's Palm. It is an attack that forces Solar Energy into Drago's fist whilst he is in his Second Form and expels it once his fist makes contact with the victim's body. If the victim is against a wall or on the ground, the result is a crater in the shape of a hand with it's fingers and thumb spread out.

*End Song

As soon as he called out the attack, he launched it at the fallen Loboan halfbreed, only for three things at once to happen.

First was a spike in Shadow Energy that was even greater than the spike he felt when Ben lost his Shadow Form.

Second was that Ben's change in appearance; he formed a maw about the length and shape as a Doberman, his body became bigger and more misshapen. His torso was roughly about three times bigger in width, length and depth. His arms increased in muscle mass by at least twice their normal size while increasing in length by two and a half times their normal length. His clawed hands became even bigger than the Dragoon's own; just one of Ben's hands was easily able to grab onto Drago's own fist with no room to spare. His legs increased in mass and length around the thighs while his feet were long enough that if he were to stand on his toes he could easily look like he was walking on stilts.

The third and final thing to happen was Ben grabbing Drago's fist with his own hand.

A small surprised noise escaped Drago as all three things happened. Ben, with his hair as long as it was in Shadow Form, slowly stood up; slouching so that his back was in a near perfect arc. He lifted his head slightly to show off his new eyes; black sclera with glowing vomit green pupils and purple irises.

~Back with the Loboans and Squad S~

"What exactly IS dis technique you mentioned called?" the man with dreadlocks, who introduced himself as Drezor Rokah, asked.

"Yes… *gasp* I, too, would *gasp* wish to benefit by learning *gasp* this technique's name. *gasp*" Squelker the Aqua-Mipedian added.

Anubis was ready to answer that question when he felt a sudden spike in Shadow Energy, as did Yenalda. Even though the two Loboans were looking off into the direction the spike came from, they answered just as Ben called out the same name

~Split Screen Anubis Yenalda Ben (AN: I'll do this when 2-3 people speak at once so that I can use this to represent all 3)~

*Play Song Show No Tears by Nemesis Theory

"Shadow Form: MACH II !"

~Back with Ben and Drago~

Without warning, Ben slashed at Drago's chest successfully cutting deep into his scaled skin. While Drago winced in pain and clutched his chest where the damage had been dealt, the Loboan half-breed took advantage of his distraction and hurled the white haired teen high above him in the air. Jumping high into the air, Ben followed quickly behind him. The disoriented Dragoon just started to get his bearings when his opponent's assault continued. Ben slashed at Drago in the back, followed by a kick in the head, and finishing up with a spinning kick with the lycanthrope's ankle connecting with the back of Drago's head sending the scaled teen rocketing to the ground below; the force of the attack forced Drago three feet into the ground. Not wanting to take a chance that Drago might get back up again to attack, Ben, while falling, summoned more Shadow Energy than was necessary, he performed a Shadow Screw. The attack connected with the already downed Dragoon, causing a crater that was at least three miles in diameter. Ben leaped back out of the crater and readied himself for when and if his opponent got back up. He waited for several minutes before finally thinking he had won."Well I showed him." Ben smirked to himself, slightly dropping his guard. "I guess me and Gwen where worried over nothing if I can bet the crap out of you this easily. Gwen should be finishing up with your partner any second now…" Ben's mind started to drift to what might be happening with Gwen, but he didn't get far as a small and yet dark chuckle came from Drago direction."Is that it! Is that all the great Ben Ten has to offer me as a fight!" The ground began to shake. Part of the earth rose up form the ground some as high as ten feet 'Crap! What know?' Ben looked to the crater waiting for the Dragoon to make his move.

He didn't expect a hand to shoot out from under him and grab hold of his leg "What the -!" Was all the poor half-Loboan could get out before Drago pulled Ben down as he pulled himself out of the ground. Drago got in three solid hits before Ben's body flew back from the force of the hits; one in the chest (right fist), one to the left leg (kick with right leg) and a head butt that sent the him the lycanthrope flying back, ripping up bits of dirt and earth as he skidded across the ground.

~Back to the Loboans and Squad S~

"My god… Da power dose two got is unbelievable, mon…" Drezor was beyond amazed at the two combatants: the star pupil of Commander Kruger and the nephew of Anubis Kruger were both beyond what he had expected.

Everyone else on Squad S shared his sentiments; even the stoic Orochidian and Aqua-Mipedean were showing signs of bewilderment at the scene before them. Only Yenalda and Anubis weren't shocked; they were horrified and guilt-ridden.

'What have I done to my baby/ward?' was the single question going through the minds of both Loboans.

~Back with Ben and Drago~

"It's been such a long time since I've had a good fight… It would be a shame if it has to end now…" Drago spoke while walking to the still form of Ben. "Come on, Ben, get up: I want to fight some more!" Drago got with in five feet when he stopped "Or would you rather have me kill you now and end this little game of ours?"

No reply was given.

Drago just shrugged his shoulder and began collecting more Solar Energy "I guess this is the end of the great Ben Ten. It a amazes me that Vilgax lost to a weak little pup like you…" Drago's body was enveloped with Solar Energy as he made one final war cry. "I'll send you to hell IN STYLE!" The Dragoon hybrid jumped another ten feet into the air before calling out his next, and supposedly final, attack. "Solar Dragon Furry!"

All the Solar Energy was released at once in the shape of a soaring dragon; the attack heading straight for Ben. Just as the attack was inches away from him, Ben opened up his eye's and smiled; moving out of the way just in time as the attack connected with the ground kicking up enough dust to cover the battlefield. 'Good he moved… I was afraid I was really going to kill him.' Drago thought to himself as he fell back to the ground, but a spike in Shadow Energy drew him back to reality. "I like that attack; mind if I borrow it?" Ben's voice spoke while he was still concealed in the dust as Drago landed. He prepared himself for the half-Loboan's next attack. Unseen by the Dragoon, Ben had jumped into the air, mimicking Drago's attack perfectly. "Lets see how you like it!" The lycanthrope's body erupted with Shadow Energy as he called out "Shadow Wolf's Bane!"

Ben unleashed all the energy at once, and, like drago's attack, it took an animal form; one of a wolf. Drago knew his attack might have had more power behind it, but Bens was far faster. Drago didn't' have time to dodge the attack; it connected before he could move.

The attack decimated the surrounding mile and a half in a black dome of Shadow Energy. Ben didn't land in best of way; he crashed to the ground on his side giving off a pained sound as he landed. "Ugh… I think I over did it…" he complained to no one as he looked in amazement at his attack while feeling his own power dwindle.

*End Song

*Play Song Destruction by Bruce Falconer

"Well, that's one down, one to -" he stopped mid-sentence as he caught sight of something. His eye's widened in fear as the cloud of dust began to settle; a shadowed figure stood right in the middle. 'How? How did he live though that' was the only thought going through his mind. The rest of the dust cleared revealing that Drago stood in the same spot as before. Ben looked at him in fear that attack seemed to do nothing but cut him up a little and all but destroyed the gi and damaged the left leg of the ninja pants. The Dragoon turned to the lycanthrope and chuckled.

The chuckle then turned into a laugh. Not a psychotic "I'm going to kill you" laugh, it was more or less a "I'm having fun on this ride, let's go again" laugh.

"I take back EVERYTHING I said about you, kid; that was DAMN impressive using my own attack to try and kill me! And on the first attempt, too!" he stared clapping his claws together. "But I created that attack and I know it's weakness, and considering you used Shadow Energy to perform the attack made it even easier to disrupt." he spoke while slowly brushing himself off. "You see, at the last second when that attack is about to hit it's intended target, it shifts from an animal to a sphere; it's weakest point is the center. With a little Solar Power, I fired a condensed Solar Bomb into it's center disrupting the attack so that I would only receive minor damage." he explained, chuckling slightly while moving towards Ben who was trying to put some distance between the two, but his body had nearly reached it's limit with that last attack, Ben could only slowly craw away "Plus your attack was made from Shadow Energy, my Solar Energy can easily rip though your shadowy power. If you weren't fighting me that attack would have killed anyone else."

'Except for that goddamned roadrunner; god knows HOW he survives it…'

Drago jumped from where he was standing and landed right in front of the half Loboan with his fist glowing and aimed to attack Ben's head "Anything you'd like to say before I send you to the next life?"

*End Song

Ben grinned as he gathered a small amount of Shadow Energy; just enough to pull off a Howling Blast that threw Drago back a few yards. After his opponent landed, Ben stood back up, but his energy was still depleting fast.

"I'M THROUGH PLAYING GAMES!"

*Play Song Okami Soundtrack The Time Has Come

~Back with the Loboans and Squad S~

"What doesss he mean by that, commander?" asked Basillix. His face was contorted to one of confusion as Ben mentioned he was through playing around. Yenalda and Anubis were BOTH confused at this when a voice surprised them all.

"It means he's going to pull THAT move off."

Everyone jumped in surprise and turned around to see a battered Vexents and Gwen, their clothes rather untouched, but their faces and exposed skin told a different story.

"Don't worry about us, the healing spell will heal us up soon." Gwen said. Just as she predicted, all the bruises and cuts both Vexents and Gwen have earned in their fight were disappearing before everyone's eyes.

"Explain, young lady!" demanded Yenalda.

"Oh, the spell I used is a low level one fro -"

"NOT THAT! What move are you talking about?"

Gwen looked surprised before finally smirking.

~Back with Ben and Drago~

Ben gathered all the Shadow Energy in his body into his throat and mouth. When it got to the point to where he felt as though all the pent up energy would literally rip him apart, he released it in a massive howl.

Drago groaned as he rubbed his head muttering something about sound based attacks when a spike of Shadow Energy alerted him of his opponent while a howl pierced his ears. He immediately brought his hands to his ears in a vain attempt to block out the noise. He looked around to find that Ben was the source of the monstrous howl. But it wasn't the howl itself that caught Drago's attention, hell it wasn't even the center of anyone else's attention; It was the sky itself.

The sky was turning from sky blue to orange to a dark purple, and then finally, to nighttime black. If that wasn't enough to shock everyone, then the moon suddenly appearing in the middle of the sky centered above Ben was.

~Back with the Loboans and Squad S~

"What the?" was Savanna's worried cry.

"What just happened: wasn't it 2:30 a few seconds ago?" asked Eliza as she observed the change.

"Anubis… Did he just -" asked Yenalda before her brother beat her to it.

"Sssguuur Gora…(2)"

Everyone but the Squelker and Basillix, who were both looking at the scene with impassive curiosity, and Gwen, who stood stock still, looked at both Loboans as if they were speaking nonsense, but Gwen decided to intervene and give an English version of what they had just said.

"Tsukuyomi's Roar."

~Back to Ben and Drago~

As the roaring howl finished, the moon above Ben began to glow a bright, silvery white as specks and sparks of the light slowly rained down on the Loboan, giving him a somewhat godly appearance.

*Song Fade Out

Ben felt the overwhelming Shadow Enery pulse through his whole body; the magnitude of it all overcoming his mind.

'The power… it's amazing! I've never felt anything like it; not even when I used the Omnitrix!' Ben thought as he felt the energy encompass him, but then felt a sharp pain in his head.

*Play Song 10's Pantera/Pantera 10's (AN: If anyone can correct me on this one, please do so)

The pain immediately magnified as he grasped his head in both paws, screaming in pain as it intensified by the minute. He felt as though he were losing his mind.

My skin is cold, transfusion with somebody morose and old, drop into fruitless dying

His fangs became even sharper, his claws only slightly longer, but his most dignifying changes were his hair and his muscles. His arms became about 4 times the mass of Drago's own current arms, the torso was easily big enough to cause a motorcycle to wreck on it. Ben's height was also at least twice that of the Dragoon's own height.

It was tempting and bared, the whoring angel rising Now burning prayers, my silent time of losing

Drago and everyone watched in fearful awe as the lycanthrope transformed and screamed, but the most dignifying change of all would be his hair.

It wasn't even hair anymore; it was tendrils of Shadow Energy that became larger the more of the silvery energy it absorbed.

Ben's eyes became solid white as he "looked" at Drago for a moment.

He stared at the Dragoon for a few minutes before finally unleashing a monstrous roar.

"G'RAAAAAAAAAAGH!"

My foes - they can't destroy my body Colliding slow, like life itself

At that noise, everyone knew that the Ben that they knew was long gone, but in his place was a feral monster.

AN: And there we have it! After months of finishing this chapter off, we finally come to the climactic fight between Ben and Drago take a turn for the worse for our draconic friend.

Drago: *gulp* This thing's actually got ME scared: ME! And I'm damn hard to scare!

SK90: I'm a bit worried myself... What do you have planned now?

Lyoko: Unfortunately for you guys, and the readers, I won't reveal that next chapter.

Gwen: WHAT!

Lyoko: That's because I'll use the next chapter to showcase Gwen and Vexent's fight.

Gwen: *looks embarrassed* Oops...

Ben: *hugs Gwen* Don't worry.

Gwen: *returns hug* Awww... Thanks, Benny.

Ben: No problem, Gwenny. *kisses Gwen*

Lyoko: Okay, now for the footnotes!

1: A. Brother; B. Sister

2: Lunar Roar

If you guys can, please review! Oh, and special thanks for sayianking90 for getting me off my butt and helping write this thing.

SK90: Thanks!