Note: first fanfic, will improve as I go along, I have been a gamemaster on my past RP site so the action should be good, and I do not own Ben 10 or anything that is remotely like Ben 10.

AUTHOR'S NOTE OF GLORY: This reminds me of the time when I used to be gamemaster. How fun it was to toy with my opponents and send very hard villains after them. Teehehee, the good ol' days.

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With quick reactions, Blizzard was able to put up an ice shield just in time to stop the oncoming crab claw attack. The gigantic claw slammed onto the shield making it ring out a deadly, low note. The shield fell to pieces but Blizzard was already pulling her fist back and launching it forward to hit the claw. Her fist punched the claw so hard that ice formed all over the claw. Blizzard then jumped into the air and down kicked the crab's head to the ground. The kick was so strong that ice formed all over the head and onto the ground making the crab frozen in place. Blizzard landed on the ground and yelled, "HA!"

Her victory was short lived though, for just then, the crab broke free of his ice prison. He shook off the remaining ice shards and started swinging his claws at Blizzard. Blizzard began to evade the claws as she tried to think up another plan of action.

Meanwhile, Stinkfly was having trouble getting the water off her wings. Panic consumed her body as the gigantic lobster crawled towards her.

"Come on...work damn you!"

Even though she tried her best, the wings only moved very slowly, no where close to getting her to fly again. Her eyes kept looking at the walking lobster and back at her wings. The lobster raised one of its claws and was preparing a water bullet attack.

Stinkfly knew that this was the end but she knew that she was not going down without a fight. Standing as tall as she could she said, "bring it on you damn machine."

Just then out of sheer dumb luck, Heatblast landed right next to her. He quickly stood back up with a sheer determination on his face.

"Heatblast!" said Stinkfly.

Heatblast turned to Stinkfly and said, "Oh hello Stinkfly. How does it go?"

"Bad, and you."

"Not so good, SEAN is a very tough opponent and so far we haven't bee able to take him down yet."

Stinkfly got an idea, "I know you can do it Heatblast! Just believe in yourself!"

Heatblast seemed to be inspired by this comment, he stood back up and his flames were stronger then ever.

"Your right Stinkfly, I shall win!"

Due to the excessive heat that Heatblast was producing, Stinkfly's wings dried off rather quickly. Heatblast gave a quick smile to her and ran off. Stinkfly faced her opponent and said, "Alright you damn lobster, it is time for your defeat!"

Stinkfly shot up in the air with the power of her mighty wings, like a dancing dragonfly, she wheeled around in mid-air and faced her opponent.

"Heh. I have the advantage of flying which means this should be easy! Poison won't work on this fellow so my claws will just have to do!"

She swooped downwards at an incredible speed, with her legs sprawled out she quickly zoomed by the lobster without him even knowing she was there. Though it looked like she did nothing, one of the claws of the lobster slid off his arm. Oil oozed out of now claw-less lobster.

"Ha! Take that!"

The lobster quickly raised its other hand and fired a water bullet. The water splashed onto Stinkfly making her wings yet again wet.

"SHIIIIIIIIIIIIIIIIIIT!"…WHUMP!

She shook her head and looked up to see that the gigantic crab that was fighting Blizzard was looking down at her. With Blizzard in one of its claws she picked up Stinkfly in the other.

"Some fighter you are," said Blizzard.

"Shut up."

"BARK! BARK!"

Blizzard and Stinkfly looked down to see that Wildmutt was right below them. Barking at the large crab, he began to growl menacingly at the giant arthropod.

Stinkfly and Blizzard thought they were saved but they were wrong, for just then the lobster shot a water bullet at Wildmutt temporary paralyzing him. The lobster bent his claw down and picked up the stunned Wildmutt.

"We're doomed," said Blizzard.

Meanwhile at the other side of the room were a wounded Ripjaws and XLR8. Kneeling right beside them was Four Arms and Upgrade.

"How are they?" said Upgrade to Four Arms.

After taking off his stethoscope, Four Arms said, "hard to say. Ripjaws' pulse is very weak though with a couple of shots and bandages she will be alright."

"And is there anything wrong with XLR8?"

"Oh there always has been something wrong with XLR8 ever since I knew her," said Four Arms jokingly.

"Hardy har har," said XLR8, "fix my arm now!"

"But I can't fix your arm XLR8."

"WHAT!"

"But I can mend it! A doctor does not fix but he heals."

"Sssstop fooling around you damn wannabe doctor. I want you to do ssssomething about thisss right now!"

"Alright, alright. Don't get your shorts all twisted up in a knot, but first I have to save Ripjaws."

Four Arms took out a shot and said, "This should speed up the healing process."

He then gave the unconscious Ripjaws a shot in the arm; he took out another shot and said, "This will boost the vitamins needed to regenerate the lost blood."

He then gave the unconscious Ripjaws another shot in the arm; taking out a third shot he said, "and this will numb the pain that right now is traveling throughout her body."

He gave the final shot to Ripjaws and put the three shots right by a yellow button. He then took out some bandages and started wrapping them around her wounds. He turned to XLR8 and said, "Do you want a pain reliever shot?"

"Phfft. I don't need a pain reliever shot, just wrap my arm with bandagesss."

Four Arms shrugged and started to carefully wrap her arm with bandages.

Meanwhile, a frustrated Grey Matter works on the computer in hopes that the door will open.

"Damnet! No matter what I do I still get that same damn message!"

Ghostfreak looked at him with her piercing eye, she then said, "is there anything I can do to help you?"

Grey Matter sighed and looked at Ghostfreak, he then said, "thank you for asking Penelope but I'm afraid there isn't anything that neither you nor I can do about it."

Grey Matter squinted his eyes and said, "we'll have to call him."

"Him?"

Grey Matter took out a small communicator device, he then spoke into it, "Upgrade, we need you here right now."

The device answered back, "right away Grey Matter."

A minute later, Upgrade came trotting along, occasionally dodging any attacks made by the Sharkopaths. He then met up with the two of them.

"What's the problem captain?"

Grey Matter pointed his finger at the door.

"See if you can get that damn door to open."

Upgrade gave a salute and walked up to the controls. He placed his hand on the controls and let it morphed into them. After a minute, Upgrade was still working on them.

"Well…" said an impatient Grey Matter, "can you do it?"

"Hard to say, this machine is loaded with guards and such so hacking couldn't be easy. Wait. I think I have something…"

BLZZZRRRT!

Just then, an electric current shot through Upgrade's arm. It coiled around his green body like a snake would coil around its prey just before suffocating it. Upgrade froze in his tracks as the electric current raced through him.

"Upgrade!" shouted Grey Matter.

The electric current suddenly shut itself off. Upgrade just stood there motionless, then, he fell to the ground onto his back. His eye hole gave off several flashes and then his whole body lost its glow.

Grey Matter ran to his side and felt his hand.

"Upgrade, no! Oh what have I done? Snap out of it Upgrade, come on!"

Upgrade however did not move, his lifeless body was cold when Grey Matter touched it.

Then something odd happened, an odd glare came across Grey Matter's eyes. His hands began to shake not with fear, but with anger, anger that somebody did this to his best friend, someone who was cruel enough to kill him. His eyeballs began to shake in their sockets as he wanted to wreak havoc in the world.

"Penelope!"

"Yes?"

"Let's go kick some ass."

"Oh joy!"

Meanwhile, only Heatblast and Diamondhead were left standing against SEAN. After Four Arms left them to tend the wounded, they were having an even harder time to bring the sea monster down.

"Fufufufufu. Why don't you give up?" said SEAN.

"Never!" shouted Heatblast.

He then ran up to SEAN and fired another fire ball attack, however, SEAN easily dodged it and head butted him. Heatblast went flying through the air and slammed into a wall. He fell to the ground knocked out.

Now only Diamondhead was left. Determined to save his teammates and his life, he raised his hands and had them in attacking position.

"Why don't you give up?" said SEAN looking down on him, "your teammates are immobile, you're the only one left standing and you haven't even caught the flag yet…much less defeat me."

"I'll never give up! I'll destroy you and your army all by myself! I'll save my friends from you and your damn fish even if I have to kill myself!"

"HAHAHAHA! You…defeat me? You used up all your tactics and attacks, how can you possibly win?"

Diamondhead's eyes narrowed as he looked at SEAN, he then said, "I still have a few tricks up my sleeve."

"And he still has us two!"

Diamondhead looked to his left…then down to find Grey Matter standing right beside him.

"Grey Matter!"

"And Ghostfreak…"

"Listen up SEAN!" yelled Grey Matter, "I have watched you fight from the back of the room and I have discover a weakness!"

"You have?" said SEAN.

"You have!" said Diamondhead.

"Oh yes…", said Grey Matter evilly, "and it's quite simple too."