The Avengers: Earth Ultimate Heroes

by Man of cartoons

After the events of Ultimate Enemy, Danny live his life as normal as possible, while fighting ghosts and saving the world once. But the return of Dark Dan will ruin that. Clockwork knows everything and he knows Dark Dan will return soon and not even Danny Phantom can beat him. A group of young heroes must band together with a common goal or risk losing everything. HUGE CROSSOVER!

11. Ben 10 vs Danny Phantom

That's right folks. I'm bringing in another chapter very fast than usual. I hope you'll enjoy this because this is about to become action pack. I introduce you to the big battle between two heroes, Ben 10 and Danny Phantom.

This chapter is very well dedicated to a good and awesome friend of mine. I really hope she loves it just as much as I tried making it very good. Towards the ending of this chapter, I fulfilled a request of another reader who asked for a bruce cartoon show.

Now let's get this started!

Chapter 11: Ben 10 vs Danny Phantom

As Danny came at Ben, a blinding green light engulfed the Omnitrix bearer. It soon died down to reveal Ben in a new alien form. Unexpectedly, he gave Danny an uppercut once the transformation was over, sending the ghost hero flying. But then Danny stood up from the ground and took a good look at Ben. The Omnitrix wearer was a nine feet tall tiger alien with red and black fur stripes. He also has green eyes and the Omnitrix symbol on his chest.

"LEMME TELL YOU SOMETHING, GHOST BOY. RATH IS GONNA BASH YOU UNTIL YOU TELL RATH WHAT HE WANTS TO KNOW!"

Danny balled his fists as he charged them with ecto energy, "Stay out of this, Ben! I mean no harm to anyone!"

"Yeah, right! That's what they all say!"

"Are you calling me the bad guy?!" Danny asked, clearly getting angry.

"No, but if the shoe fits then Rath just gonna beat the crud out of you to find out!"

All those words angered Danny that he didn't hesitate when he threw two ecto disks. Rath saw them coming and charged through them with no harm on his body. He came at Danny quick and threw a fast blow at his stomach. Danny was sent flying back, but he stopped in the air and hovered straight. He saw Rath heading his way, but then he disappeared when he came close.

Confused, Rath became a bit wide eyed, "Huh?! Where did he go?"

"Over here!"

Rath looked back and got punch in the face. He got sent right in the air and then hit again from that point as Danny appeared again and hit him. The alien was sent hitting the ground, where he made a crater in the process. A minor dust cloud formed, but through it all Rath stood right up.

Suddenly, Rath got hit by an ice blast from above. He became frozen in an instant, which also restricted his movement all in it. Danny flew down from the air and looked closely at the ice frozen alien. At first it seems alright, but then suddenly the ice burst into pieces with Rath letting out a cry of anger. Danny was thrown to the ground due to the sudden explosion.

A bit taken aback, Danny lay on the ground and tried getting up, but a big fury hand caught his shirt. He looked up and found Rath holding him, even as he lifted him off the ground. The alien threw a strong punch at his face, sending him flying to the top of a parked car. Danny let out a groan as he rubbed his face due to the punch. But then Rath landed right on him and began throwing strong blows at his face.

"Come on, ghost boy! Fight Rath already!"

Each blow sent Danny deeper into the car. Rath had Danny good for a while and it almost seems he will win. But when Danny regained himself through the pain, he became intangible and phased into the car. Rath became confuse as he stopped his attack and stared at the exact spot Danny was. He remained like that until a straight blast came from the car and hit him right at the head, sending him to the ground.

Rath got up to his feet without a sign of pain. He looked right in front of him and saw Danny coming at him in fast speed. The ghost teen threw a strong right hook at the tiger's face and shot laser beams from his eyes. Those two were good enough to push Rath back, but enough to force him to the ground. When Danny threw another blow, Rath caught it and gave the ghost hero a head butt. Danny went back a bit, but managed to stay in the air.

Rath rushed at Danny quick and threw a fast strong blow. Each of his blow sent Danny to move back and while doing so the enraged alien talked, "You can go fast! You can shoot all the blast you want! But never! AND I DO MEAN NEVER CAN YOU BEAT RATH!"

However, at the last word, Danny caught Rath next punch at a single hand. Rath was surprise as he showed it on his face and glanced at the ghost hero's face. What he saw made him become wide eyed.

"Uh oh."

Danny's eyes were glowing neon green with an angry look casted on his face. Danny threw a fast punch at Rath stomach, causing the alien to cringe in pain. Just that blow would have sent Rath away, but Danny still held his fist. He then held Rath by his chin and flew straight up to the air. Since Rath was mainly a land based alien, Danny had the edge as he threw constant punches at his face.

Rath took in the blow, but then he grabbed Danny's wrist, "You took you got Rath! Well guess what?! Rath can go all day to kick your butt!" He used that same fist of Danny to hit the ghost teen's face. It distracted Danny who let go of Rath, sending him to the ground. As the alien crashed, he shouted, "Oh, so now you're using gravity?! Well Lemme tell you something gravity! You can't beat Raaaatttthhhh!"

His last word came to a stop when he hit the ground. He made a sized hole of himself which he then came out of and changed back to Ben. Now normal, he glanced at the hole, "Huh that kind of reminds me of that stolen plumber ship incident."

Suddenly, Danny flew at Ben and rammed right at him. He threw him off to the ground and stood in the air, "Have enough?"

Ben clutched his stomach and smirked a bit, "Not even close. You want to be the freak over here then let's go!"

At the Omnitrix, Ben chose the alien he wanted as he touched the faceplate with his fingers. He scrolled a bit until he found the alien and slammed it the core down. He became engulfed in a flash of light as he began to change. His body became bulky and muscular as his skin oddly inhuman while two tower conductors formed on his shoulders.

When the flash of light died down, Ben stood as a Frankenstein like alien. He has greenish-grey skin with short hair and side burns. He wears a green belt which holds the Omnitrix symbol, green gauntlets on his hands and greenish-black pants.

"What?" Ben glanced at his alien form, "I got Frankenstrike? I thought we had this settled about the alien I choose, Omnitrix."

However, Frankenstrike didn't get to ponder on that as Danny came at him again. The alien hero noticed him coming and quickly powered up before firing. He failed to hit Danny though as he became intangible. The ghost teen became tangible again and shot two blasts of ecto energy, sending Frankenstrike flying to the ground.

Frankenstrike sat up and held his chin, "Alright, I see you're letting out on me. But I'm no pushover, so watch out." He stood up from the ground right away to face Danny again.

Danny came from above and tried striking down on the alien hero with a punch. But Frankenstrike jumped back quickly and blasted him with electricity once he touched the ground. Danny was caught unaware, sending him flying a few feet away. He was able to regain himself as he did a flip and landed on the ground safely.

An electric blast was shot by Frankenstrike, but Danny dodged it and ran at him. While he did, two duplicates formed by his side and flew off to different direction. Frankenstrike noticed the duplicates, but then Danny came and jumped and kicked him in the face. He stumbled back a bit as he stood his ground.

A duplicate came from Frankenstrike's right and hit him very fast. It forced the alien hero to moved out of balance, but he stood stayed his ground. However, another came and hit him from another direction. This went on as another duplicate would hit while and leave while another would come and hit him. Frankenstrike was distracted by the attacks that when Danny came in front of him, he shot an ecto at his chest.

Frankenstrike got thrown into the back of a van. He let out a groan as he stood up to come out, but then the van shook. It turned out as Danny stood in front of him; he held his hands forward at the van forward while they glow. The van became incased in green ecto energy, allowing Danny to telepathically pick up the van from the ground and thrown it upside down.

The ghost teen didn't stop as he shot an ecto blast at the engine, causing it to explode. Many debris of the destroyed vehicle flew the air as a huge fire flickered in the spot. Danny blinked a bit, trying to realize what he had done. But something blinded him from seeing the chance that he may have killed another hero. He simply turned back and began to walk away.

Suddenly, a direct electric blast shot out from the fire. It hit Danny at the back, sending him to hit the ground. Danny was confuse as he got up to his feet and turned back at the destroyed burning vehicle. To his surprise, he found Frankenstrike walking out the fire.

"It's gonna take a lot more than fire to take me down!" Frankenstrike yelled in anger and determination. He charged up his fists right away and threw them down the ground, sending the rocks flying at Danny.

However, the teen halfa flew out of the way and charged at Frankenstrike. He came in such a speed that it would be hard to estimate. He threw a kick at Frankenstrike, but quickly the alien hero dodged it. Frankenstrike must have estimated how fast he came, so when he dodged Danny's kick he threw a hard charged up punch as an uppercut.

Danny hit the ground, but got back to his feet. He stood his ground as he glared at Frankenstrike in a way he gave his enemies. Frankenstrike didn't care the least as he charged at Danny. But he didn't get so close, as Danny flew right between his legs and stood right behind back, facing him back to back. Before Frankenstrike knew, Danny grabbed the tower conductors on his shoulders and lifted him over his body, sending him to hit the ground.

While he was down, Danny took Frankenstrike by the ankle and flew off into the air. He spun the alien hero around for a while before throwing him off to the distance. Frankenstrike flew above several buildings and streets before crashing on a monorail. He let out a hard groan as he sat up to stand up. Such an attack was unexpected, but it didn't mean Ben was out.

Danny soon arrived in the air while Frankenstrike stood up. He found Frankenstrike on the monorail and quickly threw a big ecto ball he created when he came. Not only that but he also shot an ecto beam that pushed the ecto ball faster. Both attacks came in fast that they hit Frankenstrike before he had the chance to think. It blasted him right through the monorail and into the streets, making a big crater.

A huge dust had also formed around the crater, making it hard to see. It was unclear of what may have befall Frankenstrike until a flash of light was brightly seen. Danny was at first confuse, but he came closer to get a close look. But by doing so, some wraps of paper shot out and grabbed him. The dust cloud finally dispersed to show another alien form standing.

An alien resembling a mummy held Danny from afar by enhanced stretching of his hand. He has a black head-dress and has green eyes surrounded by a crown-like golden spikes with his lower face wrapped in bandages. His upper chest and shoulder are covered by a large collar garment with green and black stripes. He has a black-and-gold pads on each shoulder with each one having a green 'eye' on them.

"I was going for Ghostfreak, but Snare-oh is fine I guess." said Ben.

However, Danny's body became covered in a green aura before he let out a burst of energy. It destroyed the hold Snare-oh had on him, allowing Danny to be free as he shot an ecto blast. Snare-oh quickly turned to a nearby lamppost and shot his hand at it. His hand stretched and wrapped around it, allowing him to swing to stand on the top of it.

Snare-oh looked at Danny and shot a hand sized bandaged at him. It was avoided however as Danny became blasted it to dust and shot another ecto blast at the alien hero. Snare-oh quickly jumped off the lamppost and stretched his hand on to a pole. He drew himself close, but an ecto energy sliced right through his bandaged hand, sending him falling to the ground. Snare-oh managed to land on his feet and looked up at Danny.

Danny was flying straight at him with glowing blue fists. He shot an ice blast at Snare-oh, freezing his left side of his body. He shot another that froze the other side of Snare-oh, leaving his head and chest remaining. The ghost teen came to a stop and blew out an ice fog from his mouth. It went all the way at Snare-oh and froze him into a complete block of ice.

Snare-oh was stuck in a huge block of ice with no sign of moving. Danny flew down to the ground and gave the frozen hero a skeptic look, "Not all big now huh? You don't get that my past is none of your business. All you do is talk big, but you can't back it up."

Something within Danny seems to have come over. His eyes became red as his hair became fire like Dan. His skin also became a deep blue like his body temperature has gone down than usual. The ghost hero looked very different as new power rushed through his veins. He powered up his fist and threw it at the ice, causing it to burst into pieces and sending Snare-oh flying.

The alien hero did the ground several times as he kept going uncontrollably. He finally came to a stop and went on his arms and knees as he tried standing up. His body shivered while he tried getting up.

"Th-that wa-was co-co-cold." said Snare-oh as he shivered from being incased in ice. A flash of light soon engulfed him, changing him back to Ben. He felt his body better, so he stood up fine.

Danny arrived from above and casted an angry look at him, "Giving up already?! Fight me or I'll end this once and for all!"

Ben was a bit taken back from the sudden voice. It sounded unlike the Danny he had gotten to know earlier. He feared it a little, but he managed to look up and gasped as he saw Danny's new appearance, "Wow! What happened to you?"

"Oh, you mean this?" Danny smirked as he gestured to himself, "This is when I finally let the power get to me and I must tell you I never want to let it go."

"Okay?" Ben felt uneasy, "All I wanted to do was find out what you had to do with Dan. But now I see I made a huge mistake. We've been fighting so much that we should be looking for Dan, not fighting each other."

Danny didn't show any care as he smiled devilishly, "Sounds like someone is quitting. Well we're not leaving until one of us is standing alive…or should I say half alive in my case."

"Yeah…not happening." Ben said as he already had his hand on the Omnitrix. While looking at Danny, he randomly chose an alien and slammed it down the core. Suddenly, a bright flash of green light engulfed him. When it died down Ben wasn't were he stood. In fact he was out of sight.

Confused and angered, Danny flew closer to where he once stood, "What?! Where did you go?!"

"Look behind you." said a ghostly faint and whispering voice.

Danny heard the voice and looked back. But when he did, he received a punch to the face that sent him flying back. He hit the ground, but got back to his feet and saw the person that hit him. The person is a ghost-like alien with claw like hands and grey skin with black lines. He has green chains all over his front side which lead to his neck, waist and chest. A familiar hourglass symbol was on the center of his chain on his chest.

"Nice to see I finally got the guy I wanted." Ghostfreak said while he glanced at himself.

"That's a sneaky trick you did there." Danny said as he got up, "But I can do it a lot better." Suddenly, he disappeared as a blue mist.

Ghostfreak knew what will happen next, so he vanished out of sight. It was at his exact spot that Danny appeared. The ghost teen was confuse until Ghostfreak appeared right behind him and rammed into him. He sent a blow to his face, but Danny caught it and shot an ecto beam from his eyes. Ghostfreak got him at his forehead which caused him to scream and let go of Danny.

Danny got control of his flight as he hovered in the air normally. He saw Ghostfreak trying to recover from his first shot. The ghost teen smiled bit and shot another ecto beams from his eyes. It flew straight at Ghostfreak and hit him right at the upper chest, causing him to scream as he hit the ground. A small crater formed when he hit the ground with a normal Ben lying on it after a flash of light.

Ben let out a groan as he felt some pain in his chest. It wasn't worse like the one he had as Ghostfreak, so he didn't have a problem getting to his feet. A sense that he was being watched made him to look up and he did only to see Danny.

"That's three aliens down, Ben! You're effort to fight me as a ghost was pathetic compared to that Frankenstein alien you have."

"What can I say? It was worth it." Ben said as he faced the Omnitrix as he touched the faceplate. He chose the right alien he wanted as the face went down and the Omnitrix core pop up, "Now time to wolf things up."

"That doesn't make any sense." Danny stated in annoyance.

"It does. Watch!" Ben slammed the watch down and became engulfed in a flash of light. The Omnitrix changed Ben's body rapidly as his form became that of a man wolf. He grew hair all over his body as his height increased. When the light died down, Ben stood in another alien form based off a werewolf.

He wore a green suit, collar and green wristbands. He has four claws, grey fur, a long flowing many and a large bushy tail. He has a white belt and the Omnitrix symbol is collected on the collar.

"Blitzwolfer!" Ben bellowed loudly in a wolf cry. He casted a determined look at Danny, "The only to take you out is to take you down!"

Immediately, Blitzwolfer jumped at Danny in a huge leap to grab him. But Danny had seeing it coming and disappeared out of sight. Blitzwolfer landed on the ground on his feet with his feet claws scratching the surface. He got into a battle stance as his ears and eyes became attentive for any sound. All seems quiet, but his ears picked up something coming before he jumped aside.

Danny reappeared in front of where he once stood. The ghost teen realized Blitzwolfer had moved, so he turned to face the alien werewolf. Blitzwolfer had his eyes locked on Danny as he then let out a sonic wail when his mouth peeled apart. It came in fast as Danny raised his hand up at it and formed in invisible force field. The wail came in contact with the shield, but made to damage in destroying it or straining Danny.

The ghost teen pushed the hand forward, sending the wail back at Blitzwolfer. However, the werewolf teen was able to jumped over it and landed behind Danny. He sent his claw at him, but Danny suddenly disappeared without looking back. A sudden blow from the side caught Blitzwolfer by surprise, sending him flying. He didn't hit the ground as Danny appeared and kicked him right at the face, sending him to the air.

Again, Danny appeared right above Blitzwolfer as he came. He raised both his hands high and threw it down, knocking Blitzwolfer to the ground. The werewolf alien let out a soft groan as he got up to his feet. His ears shifted up in awareness of something coming fast. He knew who it was and had a feeling of who it was, so he jumped back and did a backflip.

Danny came on where Blitzwolfer once stood. His feet hit the ground so hard that the ground cracked and shock the surroundings. Blitzwolfer eyed the ghost hero as he watched him stand up straight and faced him. Suddenly, Danny shot two big ice blasts at the alien hero. He almost got him, but Blitzwolfer moved around the blasts and gave Danny an upper cut.

Danny almost hit the ground, but did a back flip and stood his ground. He growled angrily through his teeth as he glared sharply at Blitzwolfer before throwing his hands on the ground. Suddenly, several huge ice spikes shot out from the ground while heading to Blitzwolfer. But he moved out of the way and ran at Danny very fast.

The ghost teen noticed him coming and made an ecto whip. He shot it at Blitzwolfer, but the teen alien wolf caught it by his wrist. Since he had a grip on it, he pulled Danny by the whip and threw a punch at him. However, Danny phased through his fist and through his body. He stood right behind him, turned around and shot an ecto blast once Blitzwolfer turned around.

Blitzwolfer hit a parked car, but he stood managed to stand up. It was a good thing because Danny hovered above him and threw both his hands forward. The ghost teen sent a big ecto blast in the form of a fist. Blitzwolfer growled angrily as he saw it coming before running off. But that didn't stop Danny from shooting powerful ecto blasts at him.

Despite it all, Blitzwolfer was able to avoid getting hit. Danny shot blasts in front of him, but he was able to come to a stop and move around them. Even when Danny shot rapidly around him, Blitzwolfer was able to get out of their way. He came to a halt swiftly and noticed a lamppost nearby. A plan formed on his mind and he ran towards it. He leapt at it, swung around it and shot himself straight at Danny. Before Danny knew it, the alien hero caught him and blasted a sonic wail at his face.

Danny hit the ground on his back. The impact made a big crack on the ground, but he was able to stand up. A shadow casted over him and it grew as Danny knew who it was. He quickly raised his hands up and made an ecto shield dome. Blitzwolfer came down on the shield with a punch that proved negative when it hit the ground. Danny made the shield to burst, sending Blitzwolfer flying. But the teen wolf alien landed on his feet and faced Danny.

While looking back at Blitzwolfer, Danny made an ecto whip and sent it at Blitzwolfer. It grew larger as it came over Blitzwolfer who jumped out of the way. It came in contact with the ground and exploded, sending small rock debris on the ground. Blitzwolfer was safe and wasn't bothered as he charged at Danny. He came at the ghost hero and threw a fast punch to the face.

Danny moved his head out of the punch's way and caught Blitzwolfer by the wrist. He lifted the alien over his head and threw him to the ground easily. But that didn't stop Blitzwolfer as he got up to his feet. He quickly jumped back as Danny shot an ecto beam, unaware that something was coming. It took the last minute for Blitzwolfer to realize a truck was coming. It came in fast and jammed him right into a brick wall.

One thing about the truck was that it was engulfed in green. Danny had his right hand at it, showing that he was the one that sent it. He had sent it to hit Blitzwolfer while he kept him occupied. It seems to have worked until Blitzwolfer pushed the truck aside and came out of a hole in the wall. His eyes went at Danny as it shown neon green while his teeth growled angrily.

Walking a few feet forward, Blitzwolfer was about ready to attack when a familiar beeping came from the Omnitrix. He knew what it meant and frowned, "Wrong time, Omnitrix." It reached the final beep and covered him in a flash of green light. When it died down, Blitzwolfer was back as Ben. He brought up the Omnitrix to his face, "I used up the power with my constant transformation. This is so not the time!"

Danny smiled slyly as he realized what happened. Though he didn't know anything about the Omnitrix, he could tell that Ben was out of aliens until the device recharged. So when Ben brought up his right hand to slam down on the watch, Danny reappeared behind him and held both hands apart.

"What's the matter? Out of power, Benny?" Danny taunted with a smirk.

"Uhh, no."

Danny snickered a bit before shocking Ben with his ghost stinger. It spread all over Ben's body, forcing him to scream loudly. Danny let it go on a while, unaware that his power recharged the Omnitrix. The faceplate slide down and the core popped in its ready use to transform. Ben must have realized this as he hit the ground down on Danny's face.

A sudden flash of green light engulfed Ben. It became so bright that Danny had to move back and shield his eyes. The Omnitrix began to change Ben rapidly to a form that was randomly activated. His body frame morphed to the indicated alien form before the light died down.

Standing in Ben's place is a vampire-like alien with bluish-white skin and sharp yekkiw teeth. He wears a black and green jumpsuit, with a chest plate. He wears black gloves with green fingers that has sharp claws and wears a green mask with spikes on it. He has green eyes and green flaps under his hands, resembling wings of a bat.

"Whampire!" Ben bellowed. His eyes then went wide with fear, "Oh no. Whampire…in daylight?!"

Since the sun was out the exposure to its rays affected Whampire badly. His skin began to burn up his pieces of him burnt up. He let out a screech of pain as it affected his head and went down to his feet. Danny watched the whole thing happen, not sure if he should attack or watch as Whampire perished to dust.

The Omnitrix symbol suddenly beeped before a voice spoke, "Catalogue alien known as Vladat is reaching its full analysis. It suffers mainly from sunlight which will cause great harm to the user of the Omnitrix if he stays in the form."

"Oh really? I hadn't noticed." Whampire said sarcastically while glaring at the symbol.

It continued, "Correction formatting is now complete. Analysis is finished and a full scare has been done. Now activating immunity cover on Vladat DNA."

"What?" Whampire asked, confused.

The Omnitrix symbol beeped again before a green energy wave from it spread all over Whampire. It caused a huge blinding light that Danny had to shield his eyes. It left as a flash as it died down to reveal Whampire once more. Instead of the injuries he sustained by the sun, Whampire looked like how he once did when he normally transformed into the alien.

Whampire looked all over his body. He realized he was completely healed and yet still stood under the sun. It then came to him that the Omnitrix has given him immunity all that weakness, making him sustainable to fight both day and night.

"Now this is what I'm talking about!" Whampire exclaimed with a smirk.

Danny growled lowly at Whampire as he got into a fighting stance, "Now that's over. Are you ready to fight?"

Whampire looked back at Danny and nodded, "Oh I'm ready! Time to knock some sense into you!"

Danny scolded a bit before charging at Whampire. The alien vampire saw Danny coming and charged as well. Both heroes reached each other and threw a powerful punch when they got close. But their fists made contact with each other, sending both of them flying back due to the impact. Danny rolled on the ground and got back on his feet while Whampire did a back flip and got on his feet.

Whampire faced Danny determinedly and opened out his hands, "Let's take this battle to the air!" With that said, he took off to the skies with Danny later following.

Danny shot an ecto blast, but Whampire flew out of its way and headed at Danny. He sent a swift kick at the ghost teen, but Danny caught his foot and threw him away. Whampire managed to come to a stop as he tried to regain himself. The throw was good, but Whampire was able to save himself from falling further. However, he got caught off guard as Danny rammed right into him and sent both of them into a building.

Amazingly, the building exploded into pieces. It was fortunate that it was abandoned a few years ago, if not many would have died. When the dust cloud cleared, Danny stood on the top of the debris while holding Whampire by the neck. The vampire alien received a punch to the face by Danny, sending him flying to the streets. He let out a groan before taking off to the air as Danny stomped down on the ground he once stood.

A huge crack formed on the ground which showed how powerful Danny's stomps is. Whampire hovered a few meters back in the air and saw the crack with wide eyes. Clearly, Danny wasn't going to hold back and so was Whampire.

Taking a huge dash at Danny, Whampire flew very fast. Danny saw him coming and shot ice rays from his eyes. However, Whampire flew out of their way no matter how fast they came and hit Danny hard. He sent Danny skidding through the ground before finally coming to a stop. The ghost teen got up to his feet without a show of pain.

Whampire arrived above him with his hands crossed, "Stand down, Danny. This will only get worse if you don't snap out of this mad rush you're having."

Oddly enough, Danny laughed. Whampire was a bit taken back, but he stayed where he was. Danny smiled a bit more than usual and powered up his fists, "Dude, you haven't seen anything yet!"

Suddenly, Danny brought both his hands together and shot a big ecto beam at Whampire. It came at the alien vampire fast, but when it came Whampire simply moved aside with a smirk.

"Ha! Is that your best shot?" He snickered.

Danny still had his smile as he pointed above him, "You may want to take a look again, Ben."

"Huh?" Whampire looked back up to see what Danny meant.

Danny's ecto beam went high in the air and burst into small blasts. They came down like a heavy rush of rain, forcing Whampire to move drastically out of the way. Some of them destroyed street devices like lampposts, mail box and cars while the others made huge damages on surrounding buildings. Whampire made sure to fly out of their way, though it proved hard. Luckily, it came to an end and Whampire came to a stop.

However, Danny flew at him and gave him a strong punch that sent him crashing through a skyscraper. Whampire went right through the other side of the building before skidding to a stop on the streets. He let out a groan as he sat up a bit dizzily. His enhanced ears woke him up to attention as he picked up someone coming in fast.

Quickly, the alien vampire took off from the ground backwards. He did so just in time as an ice spike hit where he once stayed. Once he got in the air, he found Danny coming with his ecto powered fists. The teen halfa let out several ecto blasts at Whampire, but they were easily avoided as Whampire flew around them and headed towards Danny. He soon got a punch to the face and then a roundhouse kick that sent him crashing to the ground.

Danny jumped back to his feet and made an ecto ice sword in his hand. His eyes went on Whampire who landed just a few meters from him. Both fighters were glaring at each other before suddenly charging. Danny swung his sword swiftly at the alien vampire, but Whampire managed to avoid getting hit. He was able to make Whampire move backwards before he avoided a punch and a kick.

Danny jumped back a bit to avoid a kick. His right hand suddenly glowed, sending its energy to his ice sword. The weapon became covered in a green aura which increased its power. Danny flew straight at Whampire as he got ready to strike. But Whampire took off to the air and flew off. But then Danny took off to the air and chased right behind him.

As both heroes flew through the air, Danny swung his sword rapidly in the air which shot out ecto blasts at Whampire. But the alien vampire was able to maneuver out of their way, allowing the blasts to hit different places. This went on for a while until Whampire flew backwards and shot a corruptra at Danny. The little mind control creature flew all the way and stuck itself on Danny's face.

However, Danny didn't seem affected by its power. He came to a stop and used his hand to bring it to his face, "What's this suppose to do? It's not very impressive."

Realizing what just happened, Whampire looked at Danny with wide eyes, "Wow, I didn't see that coming." Then a plan formed and he grinned, "But then again there's always plan B."

Whampire took a deep breath and shot out more corruptras. He did it fast, but Danny saw them coming quickly swung against them with his sword. With each passing second, Danny killed them as much as they came. They were in pieces in lesser seconds before Danny finally finished. However, Whampire came at him very fast and punched him right at the face, sending him crashing to the top of a building.

Danny hit the ground so hard that it cracked. It hurt him a bit, but the pain easily healed away and he got up. He took a second to look up and found Whampire flying towards him fast. The ghost hero still had his sword in his hand, but he made it vanished away. Instead, he shot out ecto rays from his eyes at Whampire.

However, Whampire moved out of their way and rammed right into Danny. He sent both him and the Phantom hero through the building. But when they burst out, Whampire hit the streets while Danny hovered right before the huge hole they made.

Whampire stood up on his feet, though he groaned a bit. He looked up straight at Danny determinedly, "You're good, Danny. I'll give you that, but now I'm not gonna hold back."

Danny didn't seem intimidated a bit as he flew straight at Whampire. He charged up his fists and began to fire rapid ecto blasts. Whampire quickly took off to the air and flew around the blasts without getting hit. Once he got close to Danny, he rammed himself right into Danny and held him by his side. Before Danny could react, Whampire let out a huge energy blast all over his body. It was so powerful that it sent Danny flying through several buildings.

It took a while before Danny regained himself and came to a stop on the air. He held his head from the sudden blast as he tried to regain himself. However, he got caught off as Whampire came and gave him a hard punch to the face. Danny moved back a bit, but he got back to the fight as he caught Whampire's wrist when he tried to punch him again.

The ghost teen powered up his fist and punched Whampire in the face. His blow was powerful that it sent Whampire flying back. But Danny still followed him and kicked him at the chin. Whampire received that attack hard that he crashed right into the ground. He soon got up to his feet quick and looked up above him as Danny shot a huge ecto beam.

The size of the beam would have killed, but Whampire still flew through it. His hands were right before him, allowing him to cut right through the blast. Danny was surprised that he stopped his attack which gave Whampire the chance to punch him in the face. He flew some feet away before coming to a stop as he regained himself.

Taking a moment of rest, Danny saw Whampire heading towards him. He snapped back into the intensity of the battle and flew off to the streets with Whampire following behind. He went down on the street and let his feet brush the surface a bit as he turned back to face Whampire. His entire body then began to glow as green and blue energy became visible.

Whampire came to a stop, having noticed that Danny looked different. Danny took a deep breath and let out his ghostly wail. This wail was different though as it was also combined with foggy ice and small ice spikes. Both combined attacks flew all the way through the air while causing major damage in their paths. Windows of buildings and cars broke into pieces and the ground shook violently like an earthquake.

It became even worse as cracks formed. Whampire stood his ground and braced himself for the attack. The combined ghostly wail finally hit Whampire with its mighty force. The alien vampire tried to stand his ground while overcoming the pain from the ice spikes. He marched his feet forward in an attempt to get to Danny, but it was too much. Soon, it became too much for Whampire that it sent him flying through the air along with various vehicle and other street devices.

Eventually, Whampire crashed into a building along with the other devices that went with him. The humungous force of the combined ghostly wail and the things that crashed into the building forced it to completely crash into a big pile of debris. Danny came to a stop and fell on his knees due to exhaustion. He tiredly looked forward and smiled as he found that the whole building was down along with Whampire.

"Ha…I win." Danny smiled weakly.

It all seems quiet for a while until dozens of green light shot out of small spaces. It got Danny's attention who watched as it kept going until it exploded into a sonic energy explosion. The energy shot right straight out of the debris before it died down and Whampire hovering above the remaining debris.

"Come on, you got to do better than that, Danny." Whampire gave a big smirk.

At first, Danny scolded before a smile spreads over his face, "I see I have to kick things up enough. I may feel down, but I know how to back myself up."

Within his body, Danny charged up his power more than usual. His body became covered in a green aura which showed how much stronger he is while his fiery white hair became longer. He still felt exhausted from his previous attack, he won't let that take him from winning. One way or the other he was going to win.

Whampire noticed Danny's aura and quickly summoned his. Being a Vladat, he had his own special type of power which he then let it out. Normally, this power came as a sonic energy explosion, but this time Whampire let that energy to enhance his usual capability. His body became covered in a green aura as his eyes became brighter.

Both fighters were reaching their limits they were able to get. Exhaustion was clearly taking over, but they didn't let that stop them. They were too into the fight that they had forgotten why they fought in the first place. Now it was a fight to see who was more powerful than the other.

Immediately, both heroes charged at each other. They came at each other in seconds and hit each other with their various special energies empowering them. When they clashed, they sent a powerful green energy wave that shot through the air. It made buildings weaken as cracks became bigger than the last huge attack by Danny. It even caused the streets to break up and sent a huge boom sound to half of Manhattan.

Due to the collision, it also sent both Whampire and Danny apart. Whampire did the ground hard and tumbled for a while as he lost control. A flash of green light came over the alien vampire, changing him back to Ben. The Omnitrix bearer finally came to a stop and lay on his stomach. Danny was also sent tumbling on the ground as flash of white light covered him. When it died down, Danny was back in his human form as he finally came to a stop on his stomach.

A short time took over as both heroes slowly and tiredly got up to their feet. They felt so weak from the fight, but despite the need to rest they walked forward to get close. Danny and Ben finally met, but a big hole on the ground divided them from getting closer. It had formed when the explosive collision by the two had happened.

Danny had a wicked grin on his face as he panted heavily, "Come on! Have…you…given up…already?!"

Ben panted, but smirked as well, "Not really! I'm…just…getting started!"

It seems now that both Ben and Danny weren't willing to stop. Danny was blinded by an unknown energy and Ben was too into the rush of adrenaline. Both heroes glared at each other as they got ready to fight again. A familiar white ring formed around Danny's wrist while Ben touched the faceplate of the Omnitrix in selecting a more powerful alien.

However, when they took a foot at the same time, they lost their footing and fell into the hold. Danny and Ben hit the bottom which wasn't too deep to kill them or harm them. They fell unconscious once they hit the bottom, leaving them vulnerable in the open.

A short silence took over in the area. It may have been because since the fight had unexpectedly ended. However, a green portal suddenly opened and the Fright Knight walked right out. He had his sword in his hand as he stood at the edge of the huge hole. He looked down and saw Ben and Danny lying at the bottom unconscious.

"Excellent, they're both down." The Fright Knight said in satisfaction, "I can kill both of them easily and get this done over with. I will be known as the ghost that killed two of the world's greatest heroes."

"Smokebomb!"

A young teen's voice caught Fright Knight's attention. He turned behind him and saw a small poof of dust clearing out. When it went away, a Ninja wearing a black suit with red stripes stood. The only visible thing that revealed his real identity was his blue eyes.

"A Ninja?" The Fright Knight glanced at the new comer.

The Ninja brought out a sword from his suit and pointed it at Fright Knight, "I'm not just 'a Ninja'; I'm 'The Ninja of Norrisville.'"

The Fright Knight knew the Ninja might be a threat, so he held his sword at him, "Leave now, human, or face severe consequences from my blade."

"I don't think so." The Ninja said determinedly, "The Ninja Nomicon told me to ensure they're safe without interfering unless needed. Now if you want to fight then bring it on because I'm totally up for one."

The Fright Knight took a narrowly look at the Ninja and put his weapon aside. He wasn't intimidated by the Ninja's determination or speech. He has orders to fulfill that fighting someone in battle can't be one of them. So instead of fight, he turned aside as a green portal appeared.

"The master's plan will not be hindered." That's all the Fright Knight said before walking into the portal before it closed.

"The master's plan?" The Ninja asked with a confused look. He would have pondered much about it, but the thought of Ben and Danny came to mind. He ran to the edge of the hole and looked down to see the heroes still unconscious. He would have in to help them, but then he noticed Ben sitting up.

The teen hero let out a groan as he held his head. At first, his sight was dizzy to see, but it became clear when he rubbed them with his eyes. He noticed a small shadow on the ground and looked up to see who it was. He saw the Ninja standing there and watching him from above.

Above, the Ninja held out his scarf and threw it down to Ben, "Here, carry Danny Phantom and come up."

Ben was a bit hesitate when he faced Danny. The halfa hero was still unconscious from the looks of it, but the memory of what he did was still fresh. But right then he needed to get out, so he lifted Danny to his shoulder and climbed up the scarf. The Ninja held pull them up and laid Danny on the ground as Ben stood on his feet.

"Hey, thanks for helping us out." Ben smiled as he held out his hand in a handshake, "I'm Ben Tennyson and you are?"

"Ra- I mean the Ninja." The Ninja said and accepted Ben's handshake. Both heroes shook hands for a moment before pulling apart. The Ninja then took a few steps back, "I got to go now. My best friend and I got this trip going on in New York and I can't miss it." He then threw down a small red ball and it exploded, "Smokebomb!"

"Urgh! That smells like farts!" Ben waved his hand in front his nose.

However, his attention got taken when Danny groaned. This made Ben to stiffen as he activated the Omnitrix while watching Danny get to his feet. The halfa hero seems confused at first until he turned to Ben with a lost look.

"Crud, I have a headache." Danny groaned.

Ben put down his hands as he talked to Danny, "That's pretty awful. But considering you went all bad on me you kind of deserve it."

"Huh?" Danny gave Ben a confused look, "What are you talking about?"

"Look around, dude!" Ben shouted as he held his hands apart.

Danny did as Ben said and gasped. There were multiple structures partly damaged, the streets was a total mess and a giant hole was just a few feet back. Danny realized what had happened as the memory of fight recalled again.

"I-I did all this?" Danny asked, clearly shocked at it all.

"Um…almost." Ben said nervously, "We kind of did this in a fight."

Danny frowned and sighed deeply as he looked away, "It doesn't matter anyway. I'm just so confused."

"At what? I just told you we fought and it caused major damage."

"Yes…but it's more than that." Danny muttered lowly, though Ben heard it. He let out another sigh before continuing, "You wanted to know what Dan and I have in common…well here it is. Dan is a future version of me if I had lost my friends and family after I cheated in a test. I fought him and won with a promise that I'll never become him. But now…" Danny hesitated as tears slips out of his eyes.

It occurred to Ben that he has done wrong to Danny. All the halfa hero did was tried to protect his own friends and family just like he would. But now by fighting him, he has brought out something regrettable. He realized what he did and placed his hand on Danny's shoulder, "Dude, it wasn't your fault. If I hadn't pushed you to talk, none of this won't have happened."

"It's fine." Danny sighed sadly, "It would have happened anyway. Maybe I might be turning into him."

"No, you're not." Ben said determinedly and walked to his front, "We may not know each other much, but I can relate to your problems a bit. I've met a guy called Eon who's an alternate version of me. I won't go into detail about him, but I will admit that it showed how much I might have become him if I had gone in a wrong path. Like that wasn't enough, I saw that there were various parallel universes where I'm the bad guy. It was surprising, but in the end I pulled through."

"So what are you trying to say?" Danny asked as he wiped away the tears on his face.

"I'm trying to say is that if I still managed to stay in the right path then so can you. You've done it before and I know you can still do it. You've saved your town more times than anyone knows and also the world. I know just as much as everyone that you're willing to sacrifice everything to protect the people you care about. So get your head straight and realize that."

Danny gave it a thought and smiled. Ben made sense and despite that they fought earlier Danny didn't hold a grudge against him. He also realized something else and said to Ben, "Thank, Ben, I just realized Dan was right and wrong."

"Sorry, dude, but that doesn't make sense."

"It does. Dan said there's power within me waiting to be let out. But I took it the wrong way. This new level of power isn't evil; I just don't have control over it yet. I'll train myself harder from now so I won't cause danger to innocent people."

"Now that's the spirit- or ghost I guess." Ben smirked as he patted Danny on the back, "Now let's go find the others and kick Dan's butt."

"Good. Race ya!"

Suddenly, Danny changed into his ghost form and flew off. Ben watched him go and shouted, "Hey, that's cheating!" He then went to the Omnitrix and slammed down the core, engulfing his body in a flash of light. When it died down, Ben stood as Astrodactyl. He activated his wing jets and took off to the air to catch up with Danny.

***)

Meanwhile, back at Dexlabs tower, Zs'Skayr hovered in the balcony. Dr. Viktor held a big umbrella above the villain so that way he won't get burnt by the sun. Both of them watched as the machine they put in place was fully built. This made Zs'Skayr to smile devilishly.

"Excellent."

A green portal appeared just a few feet away. From it, the Fright Knight walked out and bowed down before Zs'Skayr, "I am sorry, sir. The master's plan failed and the heroes are safe."

Zs'Skayr looked down at the ghostly knight and shook his head, "Do not worry, Fright Knight. Everything is going as according to plan. Soon, not only will this 'Avengers' perish, but so will earth. The end is almost at hand for the human race and nothing can stop it."

The Fright Knight stood up and nodded at the alien villain. Zs'Skayr smiled even more and laughed into the air in his own evil satisfaction.

***)

I really should stop the cliffhanger thing, but it all makes sense to develop the story. I really hope this reached the satisfaction ya'll, especially my friend that I dedicated this chapter to. I'm very sorry if this chapter had some errors. I was in a rush to write this and upload it.

Well now I feel I should break down some good news and bad news. The good news is that I'm going to university tomorrow, but the bad news is that my fanfiction writing will come to a stop. Don't think I'm abandoning this story, because I'm not doing that. When I've settled down in the campus I'll try to see if I can update this story. It won't be easy and I won't promise that I'll get the next chapter very soon, but I'll try my best.

Now to the reviews.

Spidey 108: I don't think Ben is being an idiot. He's just being too childish to actually think things through like he sometimes does in the series. I hope this chapter settled down everything for you.

CyberActor15: It's good to know you liked the last chapter. It wasn't easy, but getting good reviews like yours makes it worth it. I've written up what I know Ben and Danny will do and I know you won't have any doubt about it.

Ben 10 Madness: Thanks for the review :D. You're definitely right about it being intense.

Oli: Okay.

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Well that's all for now my readers. Please be sure to review and continue your support for this story. I love all the positive feedback I've received and I hope I never disappoint you guys.

Until next time, bye everyone.