Chapter 8

Ben VS the Foot

Part 2

A greenish white ghost-like alien phased through several floors of the Foot HQ, looking for something fun to do. He had a single green eye and several black lines running over his body, claw-like hands and spiked elbows. Green chains were connected to the Omnitrix on the centre of his chest, leading to cuffs on his neck and waist, he also had two more green cuffs on each arm.

"This place looks like a good spot for a break." he said in a faint and whispering voice as he reached a large room different from the others he had been in so far.

It looked roughly like a cross between a living area and a dojo, with several logs set up as practice dummies, covered with what seemed to be claw-marks. There were also a number of doors leading to smaller rooms, which were very basic bedrooms with very few personal affections, but other than that, there were little in the ways of recreational items, though there were several heaters placed through out the area, explaining why it was slightly warmer than in other areas he had been.

"Wonder who lives here." Ghostfreak said before reverting to Ben and looking around for a bit.

But as he did, the main door opened and five humanoid reptiles walked in, three males and two female.

"See! I told you that I heard something!" said the female cobra with golden yellow scales, pointing at Ben, who turned around to face the new foes.

"A shame that your aim ain't as good as your ears." said the black scaled female with hair like rat-tails, earning a glare from the cobra.

"That's enough, Mamba!" said the largest of the males, a dirty green coloured komodo dragon.

"So this kid is the one who challenged Arashi? He don't look that tough." said the dark green reptile with yellow details, a nile monitor.

"Seems like the boss has lost his touch." the black and golden orange gila monster snickered.

"Be quiet!" Komodo snarled, not taking Ben as lightly as the others. "Anyone that can just walk around like that, must be more skilled than they look."

"Well, at least one of you got some smarts." Ben said casually, taking in the creatures in front of him, not really caring that they all hissed at him for his comment. "You know, at first I thought you might have been some of the escaped villains from my world, but I guess I was wrong. You wouldn't happen to have seen anyone not from around here lately?"

"The only one 'not from around here', is you, kid!" said Nile.

"We are the Venomous Five, boy!" Mamba said with pride.

"And you have walked in on our turf." Gila continued. "Prepare to feel our wrath!"

"How funny, I was thinking something similar." Ben said with a smile and activated the Omnitrix. "Say hello to Rath!"

When the light faded, the Venomous Five stood face-to-face with the nine feet tall Rath, a large humanoid tiger alien with orange fur with thick black stripes on his shoulders, head, legs and upper body, and he had white fur on his hands, feet, jaw, neck and chest. He lacked a tail, but had a large black claw on each wrists and was very muscular, and had very pointed, black eyebrows. He wore black and green shorts, black boots and fingerless gloves with green lacing and a green and white luchador wrestling belt with the Omnitrix on.

"RATH! ! !" he roared, and if the Venomous Five hadn't taken a step back from his transformation, the roar made them.

"LEMME TELL YA SOMETHIN', VENOMOUS FIVE! ! ! YOU WANNA PIECE OF RATH?! ! ! YOU GOT A PIECE! ! ! BUT YOU JUST BIT OFF AN EYE BIGGER THAN YOUR STOMACH CAN CHEW! ! !"

"That made no sense." Nile said, all of the reptiles looking at each other slightly confused.

"… I KNOW! ! !" Rath roared angrily in response, being aware that he always mix up metaphors, yet continues to do so either way.

"Enough talk! Taste my venom!" Cobra snapped, spitting a large dose of her venom in Rath's face. But her confident smirk quickly faded when Rath just wiped off his face.

"THAT WAS YOUR FIRST MISTAKE! ! ! WHEN YOU SPIT ON RATH, YOU JUST MAKE RATH MAD! ! !"

Rath picked up a heater next to him and threw it at Cobra. Luckily for the reptile, her agility allowed her to jump out of the way, for the heater hit the wall far behind her with such force that it broke into pieces, half of which were stuck in the indention in the wall.

"Get him!" Komodo yelled, and all of the Venomous Five jumped the tiger-alien, grabbing on to him wherever they could, sinking their teeth into him. But no matter how hard they tried, their teeth just couldn't penetrate Rath's though skin, nor could their claws cut it. They didn't even weigh him down the slightest.

"LEMME TELL YA SOMETHIN', VENOMOUS FIVE! ! ! RATH IS NOT A CHEW-TOY! ! !" Rath roared as he effortlessly broke the reptiles' grip and tossed them aside before counter attacking.

He immediately went for Cobra, since she had spat on him, grabbing her by the back of her head with one hand.

"OPHIUCHUS FACE-PLANT! ! !" he yelled as he slammed the squirming mutant face first into a wall. The paint actually cracked slightly around the point of impact, and Cobra went limp as she was knocked unconscious.

"Cobra! No! You will pay!" Gila snarled and lunged at Rath.

But Rath jumped over Gila and grabbed his arms from behind, getting them into a double armlock, with Rath's arms against Gila's back. Rath then lifted Gila off his feet and dashed across the room.

"ANTARIAN ARM BAR! ! !" Rath yelled as he ran Gila straight through the wall and into one of the bedrooms, wrecking it completely. Luckily for Gila, those walls weren't reinforced or as thick as the rest of the walls, but that was of little comfort to the now knocked out mutant.

With two mutants down and three to go, Rath wasted no time getting back into the fight, jumping right back the way he came, and setting his eyes on the biggest of the bunch, Komodo.

The large lizard tried to punch the alien, only to have his fist caught in Rath's hand. Then, as easy as if the lizard was a ragdoll, Rath flipped him upside down and wrapped his arms around him, having Komodo's back against his stomach. No matter how hard Komodo struggled, he just couldn't break the alien's grip.

"POLARIS PILEDRIVER! ! !" Rath exclaimed, and Komodo's eyes went wide with fear as the alien jumped as high as the ceiling allowed, switching to a sitting position and driving Komodo's head into the floor.

Quickly getting back on his feet, Rath then lunged at Mamba, but the female reptile was fast enough to dodge the attack. But that didn't stop Rath, he just kept going and instead tackled Nile to the floor, only to pick him up.

"SIRIUS BUTT-KICKING! ! !" Rath roared as he tossed Nile into the air in front of him and gave the reptile a strong kick on his butt, sending him flying into Mamba, and both of them into a wall.

"AND JUST SO YOU KNOW! ! !" Rath said, reverting back to Ben. "It's not 'serious' as in 'important', but 'Sirius' as in the star."

Just as he expected, there was no response from the five reptiles, given the beating he had given them. But he had to admit that he was a little impressed by them, he didn't really expect the Foot to have their own mutants, though it kind of made sense in hindsight. Though, in the end, they weren't that much of a challenge, but Ben couldn't help but think that they might get along well with the villain Ssserpent back in his own dimension. Or maybe not.

Leaving the area, Ben continued by checking a nearby door just a short walk down the hallway, and found himself inside another laboratory. One larger and with more advanced equipment, both for science and torture. But as Ben investigated the lab, he failed to notice that doctor Arden was hiding behind one of the larger machines.

Arden had seen Ben effortlessly defeat the Venomous Five just minutes earlier, and he was very impressed by the alien used, further desiring the DNA contained within the Omnitrix, and had retreated into hiding shortly before Ben left the living quarters.

The true powers of the Omnitrix were still unknown to him, and while the threat of the security systems was still very real, Arden was willing to take the risk to claim the device. Silently and stealthily leaving his hiding-place, he readied his syringe launcher, carefully aiming his darts, not really caring which of his cruel serums that hit the teen.

As Ben investigated a large glass tube, he spotted Arden's reflection as he moved into position. His hand instantly travelled to the Omnitrix, not even bothering to pick an alien, at the same time, Arden fired his wrist-mounted contraption.

Mere fractions of a second before the darts struck their intended target, Ben's transformation was completed, and instead of the teen, stood now the alien known as NRG (pronounced 'Energy').

A large, dark green-teal metal suit of armour covered his entire body, looking almost oven-like, it was very bulky and had only three small slits for eye holes, from which a red glow could be seen. There was a handle on top of the armour's head, and the Omnitrix was on the chest seal. As would be expected, the darts just bounced off the metal.

"Nice try, doc. But it looks like I got the faster draw." NRG said with a Russian sounding accent, as he turned around to face Arden.

"I've had it with you, you wretched creature!" the doctor snarled. "You and those freak forms of yours! I don't care what defences this Omnitrix might have, I will gladly kill you if I have to, and that armour won't protect you! I am very accurate with my darts!"

"Dude, the armour isn't supposed to protect me." NRG said. "It's supposed to protect the world from me!"

Then the suit opened, the head and part of the chest with the seal falling back onto the back as the true form of NRG emerged. A humanoid alien flew out and levitated over the armour, he was made of pure, red, energy, wearing a belt with the Omnitrix, wristbands on both arm, knee braces on both legs and straps.

Arden had to shield his face from the light and intense heat from the alien, backing away as far as he could before hitting a wall.

"You see, NRG's species is made completely out of radioactivity, nothing less, and the armour is a containment suit, made to keep the radiation and heat inside. But don't worry, I wouldn't want to give you radiation poisoning, so I'm dressed in a lighter containment suit so that I can get out of the armour for short times." NRG said before getting back inside the armour and closing it.

"But enough about my toys, I wanna check out yours."

Before Arden had the chance to recover, NRG grabbed him by his wrists. The gauntlets of the armour became red hot as NRG channelled his intense heat straight through the near-indestructible metal, but only for a very short second. However, that was more than enough to turn Arden's launchers burning hot, and the doctor yelled out in pain as he quickly removed them to avoid serious burns.

"Oh don't be such a wimp, just put some ice on it and it won't be worse than a bad tan. As for these things..."

NRG raised his fist and pointed at the launchers, and his hand glowed red again, but this time, a super heated beam shot out from it. Hitting the launchers, the metal and glass melted, the leather straps disintegrated and the serums were completely destroyed in a flash.

"No! My launchers! My serums!"

"That's what happens when you mess with me, better remember that. And here's another thing that happens if you mess with me."

With surprisingly swiftness, NRG brought his already cool fist down on the doctor's head, just hard enough to knock him out, and most likely giving him a bump as well. NRG then looked for all of the darts that Arden had shot, and destroyed them as well. Once that was done, he changed into Upgrade, and merged with Arden's computers, thoroughly deleting any data on him and the Omnitrix, while also scrambling everything else, leaving a digital mess behind.

Feeling that it was time to take the fight to the boss of the Foot, Upgrade accessed the surveillance cameras to find where Arashi was hiding. It didn't take more than a few nano seconds to locate him in the throneroom, not to mention the fifty or so ninja in the room just before the throneroom, guarding their master. Figuring that he might just as well take them on, Upgrade found another camera in a nearby area, and travelling through the systems and electronics, he emerged from that same camera.

Walking to the door to the room with all the ninja, Upgrade pressed the Omnitrix and changed to another alien, one that was sure to get the job done.


Standing guard, the large group of ninja were ready to defend their master from whatever that might come, or so they thought, for they had never faced Ben 10.

The doors opened, and in walked a broad, mechanical looking humanoid in a green outfit with white and black details, though his head and shoulders were bluish-purple, and he had white four-fingered gloves. His head was dome-shaped and had some form of gas mask in front of his mouth with the Omnitrix. Several nozzles were located on his head, arms and shoulders, and he had a belt with a window on his stomach, showing green, swirling gas inside.

All ninja had their weapons drawn, ready to attack, but the alien creature held up his hands in what seemed like surrender.

"Hold up, guys! Ol' Gutrot ain't here to fight!" he said in a gruff voice. Then ninja looked at each other briefly, but didn't respond, and just fixed their gazes on the alien again.

"You were a serious bunch." Gutrot said, lowering his arms slightly. "How about a little joke? Here, have some nitrous oxide on me. It's a laugh!"

Green gas started spraying from all the nozzles, almost filling the room before most of was sucked away by the ventilation systems, but the damage was already done.

"Get it? Nitrous oxide. Laugh. 'Cause it's laughing gas."

At first, there was only an awkward silence, but after a few moments, a couple of ninja started to chuckle slightly at the bad joke. The minor chuckles soon turned into a faint laughter, and that grew louder, infecting more and more ninja, until all of them were on the floor laughing out loudly. The highly concentrated laughing gas had incapacitated them all, while Gutrot was unaffected thanks to his mask.

"I really should take this guy on a comedy tour. I'd be a smash hit!" he mused as he walked past the hysterically laughing ninja, all the way to the door to the throneroom.

Stepping through the doors, he reverted to Ben and closed the doors behind him. It was only him and Arashi in the throneroom, and the latter had his katana drawn, his eyes locked on the teen.

"So my ninja failed to defeat you." Arashi stated.

"Not for a lack of trying, you should really give them a pay rise."

"Silence!" Arashi snapped, pointing the blade at Ben. "I will not tolerate any insolence from you!"

"Uh-uh. You're not the first to tell me that. By the way, I don't think I caught your name. It'd be nice to know whose butt I'm gonna kick when it comes to a boss of sorts."

"I'm starting to understand William's frustration with you. I am Izo Arashi, leader of the Foot in master Shredder's absence, following the wretched Karai's betrayal of us-"

"Wait, wait, wait!" Ben interrupted. "So you're not even the actual second in command? Just some dude that happened to be around? Dude! That's so lame! You're even worse than Psyphon, and his own gang makes fun of him behind his back!"

"Enough! I will teach you the meaning of fear!" Arashi shouted as he dashed towards Ben.

"Oh, I already know that. Allow me to introduce Toepick!" Ben responded, activating the Omnitrix.

Arashi stopped dead in his tracks, as rushing in and not knowing what the alien form could do would be foolish, instead he took a few moments to examine the creature.

It was a fat, ogre-like alien with green-yellow skin, short legs and long arms with weed-like spikes and pointy fingers. He wore black briefs with a metal waistline, and had a large metal cage-like helmet that covered his entire head and part of his upper chest and back and shoulders, with a pair of horns on the side of the helmet and a green crest resembling a toenail in shape. Thick chains connected the helmet to the pants, and the helmet had a cage door with five bars and a lock covering Toepick's face, with only his glowing green eyes visible inside the darkness. The Omnitrix was on the chest part of the armour.

"Is this supposed to scare me?"

"No, this is." Toepick said, and the cage door on his helmet opened, splitting in two and releasing some green smoke.

Sounds of terrified screams, roaring, agonized wailing, hissing, unholy groans and wails, and deep demonic laughter was heard from within the mask. Laying his eyes on the most horrifying thing in existence, Arashi was completely overwhelmed by an unrivalled fear, his face, his hair, even his clothes, turning white as a sheet.

"AAAHH! NO! GET AWAY! AAAHH! STAY AWAY FROM ME!" Arashi screamed, falling back on his back and trying to crawl backwards to get away from Toepick, but the alien followed him.

"NO PLEASE! LEAVE ME ALONE! AAAHH! HELP!"

"Listen very carefully, I will say this only once. Keep messing with my mutant friends, and I will keep messing with you. Understood?"

"YES! YES! I UNDERSTAND! PLEASE! JUST GO!"

With that, Toepick pressed the Omnitrix and changed into Ghostfreak.

"Then my work here is done. Thanks for now, I've had a blast." the spirit said. Then he phased through the walls and left the leader of the Foot, still shaking violently in fear, though his colour had slowly started to return.


Outside, in the alleyway where the mutants hid, they still waited for their shape-shifting friend to return, though they actually had next to no hope of seeing him again. Still, with all his accomplishments, they were giving him the benefit of a doubt.

But they weren't prepared for what would come next, as the invisible Ghostfreak turned visible right in front of them.

"Boo!" he yelled, and the mutants almost jumped out of their skins, despite their ninja training.

"A ghost!" Michelangelo cried out, while the others managed to draw their weapons, but when the ghost started laughing in an amused way, they started to piece things together.

"Ben? Is that you?" Leonardo asked.

"The one and only." the spectre said, hovering down to ground level and reverting to human form.

"What the shell?!" Raphael snapped. "What's the big idea?!"

"Sorry, but it was too good to pass up." Ben excused himself.

"Are you alright?" Donatello asked.

"I'm just fine. A bit thirsty though, how about I grab a smoothie and then we can head back to the lair?" the teen said before walking off, his only worry being what flavour he would pick.

"Is this guy for real?" Monalisa asked.

"No one just walks into the Foot HQ, and then out again, like it's nothing." said Raphael.

"Evidently, he does." Leonardo said. "He's on a whole different level than anything we've encountered before."


About an hour later, the Foot was still recovering, Arashi in particular. Arden approached his master, his lower arms and hands still slightly red from the burns, and the beaten and bruised Venomous Five followed their creator.

"Master?" he said, but Arashi didn't answer, he just looked out through a window. "I have the reports. Aside from a few minor injuries, none of the ninja were lost. Though we have lost a few helicopters, among other things and don't even get me started on the mess he left on my computers."

"Tennyson..." Arashi said under his breath.

"Master?"

"He took us all on, and beat us all. He could have killed us, but just he played around, like it was a game. We can't win against him, and he is allied with the freaks… We've lost…"

"Master, please, pull yourself together! We are not beat yet, we will have our revenge on the accursed child. All we need-"

Arden was interrupted when a rift in the very air in the middle of the throneroom appeared, a swirling portal of all colours, and something could be seen coming through it.

The Foot had gotten more company, but by who, or what?

Finally done! This took some effort, but I'm really pleased with it!

Ben really showed the Foot not to mess with him, but things will get more difficult now that that portal opened. Who or what do you think is coming through? Will it be one or many entities? Whatever the case, they will be from the villains that escaped from Ben's world. Leave a guess in the reviews.

Also, Rath is overpower and nearly indestructible, so if he can take a point-blank laser blast to the face without blinking, and fall several hundred feet, crashing into solid rock and leaving a six feet plus deep hole shaped like himself, and only be a little groggy, then he can take Cobra's venom no problem.

And, yes, Toepick's face is so scary that even clothes turn white, even for those of those that feed on fear.