Author Notes:Hey you guys welcomed back for the second chapter 10 Eater. This is Chapter 2 of Rexfan1333's original story. I promise I will continue the story from now on and two more chapters then I will start Chapter 5 with Death the Kid. The reason I adopted this story because readers waiting for the original story for years a lot authors adopted stories from other authors I asked him if I can continued it so he sure he's fine with it.

I really hope you guys enjoyed this story.

Don't forget to fave, follow and leave your reviews.

Enjoy!

Chapter 2:The Witch Hunt

Bellwood

Kevin and Gwen came back to Plumbers Headquarters. Kevin noticed that Gwen was shaking and put his hand over hers; she looked over to him. He had that serious look on his face.

''It's okay, Ben will be fine.'' reassured Kevin sweetly; Gwen nodded with a smile and they finally made it to the Headquarters. Max came out side to see what was going on.

''What's wrong?'' asked Max. ''Where's Ben?''

Gwen came to face him and said. ''He's gone!''

''What?'' asked Max shocked by his granddaughter's words.

''Albedo came and sent him away with a portal ray..'' explained Kevin with a serious look. ''We don't know where he is...'' he replied.

''We got to find him!'' Gwen yelled almost in tears. ''He could be hurt or...'

''We will find him, Gwen.'' responded Max with a strong look. ''No doubt about it!''

Death City (Pumpkin part of the City)

Ben, Soul and Maka made it to the home of the witch, it was a pumpkin shaped hone with a pumpkin on top of it.

''The Blair witch inside.'' said Maka.

''A pumpkin? Look cool.'' replied Soul. ''And tasty too.''

Ben also heard singing coming from the house. Sounds like a girl.

''Someone's inside.'' said Ben with a little surprise that someone was living there, Ben then turned to face the two. ''Ill go check it out.'' he responded.

With that said, Ben then activated the Ulimatrix and a blinding green light appeared in front of the two. When the light died down in Ben's place was a tiny robotic humanoid insect-like alien that was about a centimeter tall at full size. He has grey skin with a green circuit-like design on it. He possesses green wings as well as one, green cyclopean-like eye. His body is a carbon or silicon-based alloy, and he has triangular feet. He wears the Ultimatrix symbol on his chest.

''Nanomech!'' he shouted in a squeaky and high-pitched voice.

''So cute!'' exclaimed Maka adored by his voice.

''Cool.'' stated Soul with a grin.

With that Nanomech flew into the window of the Pumpkin shaped house, what he saw made him go red. He saw a beautiful young woman with purple hair that was curled up on the sides and yellow eyes, she also had incredibly huge breasts and an amazing figure that could make any man die from blood loss.

''Wow!'' Nanomech yelled in his mind, then suddenly he transformed back to Ben and fell through the window and in the bath tub and on the girl. Ben felt something soft on his face, he looked up to see the girl looking at him. He was on her breasts.

''Is something wrong sweetie?'' she asked. Ben's face became as red as a tomato and jumped out of the bathtub.

''S-sorry!'' apologized still blushing from falling on the young woman's breasts. The girl looked at the teen hero with a smile on her face.

''What a sweetie pie.'' she thought, but Maka and Soul came through the window, Maka had an angry look on her face. Soul saw the young woman and had a huge nose bleed.

''Wow!'' yelled Soul, but was punched in the face by Maka in the process.

''SHUT UP, STUPID!'' yelled Maka angrily. ''Transform!''

Soul transformed into his Scythe form and Maka caught the scythe with ease and reported. ''Sorry to disturb your bath, but we're here for your soul!''

But Blair wasn't listening to her as she was crushing Ben between her breasts and hugging him; this only made Maka more annoyed.

''You're so cute!'' cried the young woman while Ben was being squashed between her huge chest.

''Stop that!'' shouted Maka pissed off. Ben was finally let go by the so-called witch and a huge smoke appeared around her; when faded the girl was dressed in a very short dress, stockings and wore a witches hat with coils and a jack-o-lantern emerald etched on the upper part of her chest. Ben was shocked.

''Wow, he turned into a scythe!'' remarked the Witch with a cat-like smile.

Ben then got up and activated the Ultimatrixx and a blinding green light. When the light faded standing in his place was a small monkey-alien with four arms, two legs, three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with two stripes bear tip. He had two pairs of green eyes (making a total of four) He wears the Ultimatrix symbol on his chest.

''Spidermonkey!'' he shouted while making monkey sounds. The Witch's eyes lit up in amazement.

''WOW! You transformed!'' proclaimed the Witch.

''Leave him alone, Witch!'' yelled Maka. ''Your soul is mine!''

''Oh, really?'' she asked with a serious look on her eyes.

''YEAH!'' Spidermonkey and Soul both yelled in unison.

''Pumpkin.'' The Witch began to chant and she raised her arm, a blinding light began to develop. ''PUMPKIN! HALLOWEEN CANNON!''

The group were shocked by the what they saw, and a huge explosion was made in the process.

KABOOM!

The Next Day

Ben, Maka and Soul were hiding from the witch woman.

''Wow, she's strong...'' said Ben amazed by her power.

''I know! How could we lose to a sexy witch!'' cried Soul with an angry look.

''Shut up! If you keep getting distracted! You never become a full Death Scythe, Soul! Make told Soul, she saw the Witch. ''Here she comes!''

The Witch was walking looking around the woods, she then spotted the three behind a tree. Suddenly she jumped and hugged Ben between her large bust.

''Oh. Hey cutie!'' she pureed. Soul and Maka were shocked. Ben's face turned red as a tomato again. Ben finally shook his head back to reality.

''S-Stop that!'' yelled Ben still red on the face. The girl was a bit shocked.

Ben then activated the Ultimatrix. When the light died down standing in his place was a silicon-based life form alien made of super-hard-green/blue diamond-like material. His body, torso and the top of his head consists of indigo crystal which has black lines and dots over it. There are six crystal shards on his backs. His eyes were green and he wears the Ultimatrix symbol on his chest.

''Diamondhead!'' he shouted in a deep raspy voice. The Witch was impressed by was she saw.

''Wow, such a beautiful form you got there!'' exclaimed the girl with a smile. Maka and Soul then came in ready to attack.

''You're not going anywhere this time!'' shouted Maka with Soul ready to fight.

A Few Minutes Later

Maka, Soul and Diamondhead were now getting their butts kicked by the Witch girl named Blair, she was on a flying pumpkin throwing pumpkin bombs at them.

''You'll never beat Blair.'' said Blair with a grin on her face.

''Crap!'' yelled Diamondhead.

''What are you doing, Dork!'' Soul shouted at Maka. ''We're going to lose again!''

''Shut up, I know what I'm doing!'' countered Maka. Maka began to charge at Blair at full speed and tried to slash her, but no luck. Blair dodged the attack and shot more pumpkins at her.

''LOOK OUT!''' cried Diamondhead as he shielded the two with his crystal body, there wasn't a scratch on him.

''Wow, Benny's very amazing.'' thought Blair with a smile.

''Thanks, Ben.'' Maka thanked the Petrosapien.

''No problem!'' said Diamondhead with a smile. ''Now lets take her down!''

''Right!'' agreed both Maka and Soul. Diamondhead and the others charged at Blair.

At Death's

Death saw the action; he was quite impressed.

''The boy can transform into different monsters.'' said Death in amazement. ''I've never seen anything like this!'' he exclaimed.

''Pretty amazing huh, Death.'' spoke a voice. Death turned to see a man who wore what looked like a lab coat, and a pair of googles.

''And you are?'' asked Death ready to take down the intruder.

''Professor Paradox.'' introduced the Time Walker. ''And the boy here is Ben Tennyson.''

''Never heard of him.'' replied Death in thought.

''He is from a different dimension.'' responded Professor Paradox as he explained. ''He was sent here by one of his enemies, but he came here the right time!''

''Right time?'' asked Death.

Back to the fight

Diamondhead shot crystal shard projectiles at Blair, but she jumped of the pumpkin and landed on one of the buildings.

''Damn!'' yelled Diamondhead in his head frustration.

''You're very, Benny!'' proclaimed Blair with a purr. ''Be with me. We could do anything we want together.'

Diamondhead smiled and said. ''I don't think so.''

''Huh?''' asked Blair confused.

''NOW!'' shouted Diamondhead. Then suddenly Blair looked to see Maka and Soul come at her in full force and slashed her on her mid section of her stomach and caused her to disappear with a purple soul to appear in her place. Soul took the soul.

''We did it!'' responded Soul with a grin.

''Thanks, Ben.'' bowed Maka. Diamondhead transformed back to Ben.

''Don't mention it.'' replied Ben with a grin. ''So, what happens now?'' he asked.

''When Soul eats that Witch's soul, he can become a full Death Scythe.'' Maka told the teen hero.

''Well, bottoms up!'' stated Soul as he swallowed the soul whole, suddenly he felt unstoppable, invincible and like he could take on anything, but then something was wrong.

''Ain't there...'' reported Soul.

''HUH?!'' yelled Ben and Maka shocked, then suddenly a cat came up to them. It wore a witch cat.

''Nya!'' spoke the cat. Ben, Maka and Soul were speechless.

''Nya?'' they inquired.

''W-Wait. Y-You're-'' Ben tried to take all this in.

''Blair never said she was a Witch, you humans came up with that all on your own!'' explained the Cat/Blair as she started to lick herself. Ben, Soul and Maka were dumbfounded by this. There was a poof of smoke that appeared around herself and Blair was in her human form but had cat ears and a tail. ''Blair just a kitty with really strong magic!''

''WHAT?!'' cried Soul in shock.

''W-We failed.'' breathed Maka with her head down in shame.

''I'm so confused.'' said Ben was still blushing. Blair then jumped on him.

''Nya! You such a cutie!'' remarked Blair with a sexual grin. Ben's face went up like a thermometer. The team drove away from the Cat Witch on Soul's Motorcycle.

''I CAN"T BELIEVE THIS!'' yelled Soul. I thought I was going to be cool!''

''GET AWAY FROM US!'' shouted Maka. ''AND LET GO OF BEN!''

''So Cute!'' cried Blair.

''AHHHHHHHHHH!'' screamed Ben blushing.

A/N:Hey that is readers. I hope enjoyed and like this chapter.

In the next chapter Ben will work with Black*Star and Tsubaki.

Oh Ben's panther in the story will be Glitch from the Ben 10 Reboot he can be Ben's weapon and vehicle and his DNA bonded with Ben's Aliens.

Oh don't to fave, follow and always leave your reviews.

See you guys in the next chapter bye for now.