Disclaimer: I don't own kid Vs Kat and Ben 10

Me: Welcome to another chapter of Ben 10 meets Kid Vs Kat. I apologize for the late update, but the reason for the late update was because I had previously lost all ounce to continue and also because I've been working on new stories to take my mind off old stories. But I'm back now and ready to write. Lastly, I feel I should warn everyone that this chapter will be a bit dark, but it won't be bad, I can assure you. Also thank you everyone that reviewed your reviews inspired me to continue. Now on to the chapter.

Chapter 16: Millie the Destroyer

A few minutes passed as everyone processed what just happened. The entire conference room was filled with sounds of gasps, shock and flashes of photographers taking pictures. In the front row, Coop, Dennis, Fiona and Coop's dad were shocked the most having seen her in a normal form a few seconds ago and now standing in front of a fallen Ben with her hand as a blaster.

Millie had her cannon aimed at Ben's head. She didn't feel and ounce of regret to end him and soon began to charge it up. Ben had began to panic when he saw her cannon charging and came up with an idea.

Ben pulled a surprised look and point behind Millie, "Is that a unicorn floating over her."

"Where." Millie darted her eyes from Ben and turned to where his hand point. Ben took the moment of distraction and pushed her off him, but she was able to get back on her feet. The girl glared angrily at Ben as she pointed her cannon to fire at Ben, "You tricked me!"

"Duh." Ben rolled his eyes, "Who believes unicorns are real?"

In the crowd a few grown ups raised their hands to answer Ben. Ben raised an eyebrow, "I was speaking being rhetorical." However, the sounds of laser caught Ben's ears and he swiftly leaped out of the way of Millie laser. Immediately he darted to the Omnitrix and his wrist and slammed the watch as soon as he found the right alien. His entire body grew in height along with hard crystal diamonds grew all over him and his eyes changed from green to crystal yellow. When the light died, standing in was a silicon based alien composed of crystals and in a black and white uniform.

Immediately, Ben struck his hands to the ground, causing huge diamonds to burst from the ground and heading to Millie. But Millie was quick as jets sprouted from her armor body and she flew up to avoid the attack.

While he had enough time, Ben looked back at Coop and the others as they were wide eyed of what was happening, "Coop snap out of it and get everyone out of here!" Ben shouted before Millie dashed down from above and rammed him in the stomach which sent him flying through a brick wall. The sound of Ben's contact to the wall woke everyone up from their shocked state and back to reality.

"How-how-how is Millie…?" Coop's dad tried to continue, but found it hard to.

"I don't know dad." Coop replied, a determined look took on his face, "But right now we have to get everyone out of here now." Everyone nodded in agreement and began evacuation of the building.

Meanwhile right outside of the place Ben was sent flying a car. A groan escaped his mouth as he got up from the crush car and faced his opponent. Standing before him was Millie with her cannon directly at him with an evil grin on her face.

"I don't want to hurt you, Millie." Ben said, trying to convince.

"Don't make me laugh." She said and fired a laser blast.

Swiftly, Ben somersault out of the way and fired diamond shards at Millie. However, the young girl was quick and created a shield in front of her and the Diamond shards were destroyed on contact. She then released a loud battle cry and charged at Ben while firing laser blasts from her cannons. The blast headed straight for Ben, but the young hero stood his ground and created a wall of crystal to shield him from the blasts. The blast destroyed the shield and leaving an angry Millie shout in frustration.

Quickly, Ben leaped from the remains of the crystal shield and landed on Millie. He pinned her to the ground and look straight at her with a frustrated look, "This isn't you Millie. The thing you're wearing must be controlling you!"

"GET OFF ME!" She yelled out angry. Before Ben could react laser formed from her eyes and blasted to his head causing him to release Millie. Millie then took the moment of Ben's distraction and grabbed him by the hand and spins him around, "And the name isn't Millie anymore…" She then let go of him and he was sent flying to a nearby store. A grin once again plastered on her face as she walked to the wreckage caused by her, "And its Princess destroyer."

"Millie stop!" A familiar voice shouted. Millie knew who it was and turned to who she expected and along with the rest of her family. Coop panted from running, but soon came over it as he and the others approached Millie, "You have to stop and listen to us."

"That's where you're wrong, Coop." Millie said calmly, "I don't need anybody, not anymore." Without a warning, she fired laser beams from her eyes and at her family. The group stood in fear as it approached them when suddenly diamond rose from the ground and protected them from the blast. Knowing who did it, Millie with dagger eyes turned to the wreckage to see Diamond Head standing.

"Why won't you just die!" Mille growled.

"It's going to take a lot more than that to take me out, Princess." Ben stated.

Suddenly, Millie summoned five robotic tentacles from her back and targets them at Ben. The Tentacles began to glow red as it began to charge along with her cannon blasters as hand and with a second she released all towards Ben. The blasts made collision with Ben and the ground casuing smoke to engulfed what happened to him. Coop and the others gasped as they noticed what happened and feared the worse while Millie stood triumphantly.

All of a sudden a figure jumped from the smoke from the smoke and tried to smash Millie with its fist. However, Millie was alert and leaped backwards to avoid the punch. She and the others look at the figure and saw it was Diamond Head without a scratch on him.

"Is that all you got." Ben smirked.

Frustrated and angered, Millie dashed at Ben and attempted to land a fist to his face. But Ben avoided the punch and grabbed her with his hand and threw a mail box.

While the fight was going on, Coop and the others watched what was happening. Clearly they could see that Millie had changed for worst and Ben wasn't giving her a chance. However one of them managed to come out of his shocked state and changed to a determined look. having watched what was happening along with his dad and friends, Coop only had one thought and that was to stop both his best friend and Millie from killing each other. Coop didn't say anything and ran as fast as he could, ignoring his dad and friends protest and dashing at the fight.

Just as Coop arrived, Ben dodged another of Millie laser blasts and shot diamond shards at her. The shards landed around Millie and began to grow as it encased her body, except her head.

"Millie, Ben stop now!" both of them heard Coop and turned to Coop. on his face was the look of anger as he glance at both of them, "You two have to remember that you're not the enemy! Right now Kat nebula could be planning an invasion and both of you are here fighting like enemies!"

"That's because we are!" Millie shouted out. Suddenly her body was engulfed in an orange glow and cracks began to appear on the crystal prison that held. With a loud cry, the glow increased and exploded out of the diamonds and anything that was nearby. Unfortunately, Coop and Ben were close and the blast hit them sending Ben into a building and Coop a few feet away.

A groan escaped Coop's mouth as he moaned from the sudden blast. He slowly sat up with a throbbing head and heard a trigger sound and looked up to see Millie with her blaster a few inches at him.

"Say goodbye, Coop Burtonburgur." Millie said darkly.

"Millie no!"

"Don't shoot!"

"Are you insane?!"

Millie heard three familiar voices and turned to see her dad, Fiona and Dennis running at them. They all had the look of concern mixed with fear as they stopped a few feet away.

"What's happened to you?" Coop's dad asked with a soft and caring voice, "What happened to my little angel."

Millie head was down for a moment as silent replaced the air. No one was sure what to do including Coop who got up while he could and ran to his friends and dad.

Just then Millie's head sprung back up and this time with an evil grin on her face. Her laser blasters were targeted at the family, leaving them to gasp, "Your little angel died, Burt." She spoke with a cold voice. Never in Burt life had he imagined his daughter call him by his name.

"Not so fast Millie." A voice spoke from her side. Immediately everyone glance at the wrecked store to see Ben standing in his normal form.

"Wrong move, Tennyson!" Millie barked. Swiftly she directed her cannons from her family and to Ben and fired at full blast. The blast made collision with the ground making a dust cloud to full the air.

"Ben!" everyone gasped as they witness to what happened.

Suddenly a flash of green light and a familiar sound could be heard from the dust cloud, "Do you know why I always win…" a voice said that sounded electric. Then a black alien foot emerged from the dust cloud and soon attach to it and walked out of it was Feedback with a grin, "Because i don't give up."

A sneer crept on Millie's face as she glared at Feedback. Her arms like blasters began to charge up as she felt immense anger radiating on her. With a loud cry she dashed at Ben with her blasters ready to fire and so did Ben with his hands charging up electricity. As soon as they were a few feet from each other, Millie and Feedback released their energy blasts at each other. The blast directly headed straight for each other and made collision with each other. It then turned into an energy fight as Feedback and Millie tried to make they own blast to subdue the other.

Meanwhile on a rooftop a cat like figure watched from above. The figure looked specifically at the fight and then had a disappointed look on its face. The feeling of regret watched through as had seen how the fight started and had now watched someone he loved fall to evil.

Back at the fight, Millie and Feedback were trying to surpass the other blast. They energy blasts grew bigger and powerful as they tried to push the other. Suddenly, both of their energy blast reached climax and burst in an explosion that sent Feedback and Millie knocked backwards from each other.

Coop and the others watched what happened and behind a car to hid, but when Coop saw his down he ran out of the safety of the car and ran towards the fall Millie. He ignored his father and friends as they called him back and approached Millie. A face of worry overcame his face as he looked down at an unconscious Millie.

"Millie?" Coop said softly. He reached down to his knees and put his hand on her head to feel her temperature. Suddenly, a metal hand clamped tightly on his wrist, frightening him. He saw Millie eyes snapped opened and a grin on her face.

"You should have watched yourself, Coop." Millie spoke darkly. Her other hand formed to a blaster and she targets it at her brother, "But looking out for me was your biggest mistake."

Too shock at what was happening, Coop watched as the blaster was just a few inches and it was at the point to fire. Suddenly, a blast was shot out of nowhere and hit Millie, sending her flying and letting go of Coop. As Millie wasn't holding him, Coop feel to his butt and sighed in relief from being killed.

"Thanks, Ben." Coop said, turning to the direction of the blast. But standing a few feet from Coop wasn't who he thought, but a familiar cat figure. The figure walked closer to reveal a sphinx like cat with big eye balls and standing on two feet and a finger bringing out smoke.

"Kat?" Coop was surprised. It's been a few days since Coop and Kat had seen each other and then was when Kat was trying to kill him. But what made it surprising was that Kat saved him from being killed by Millie.

"Surprised, Coop." Kat said, his voice sounding like a sixteen year old.

Coop shrugged his shocked state and got up from the ground. A lot of questions were crossing his mind as he watched Kat walking to him with a smirk across his face.

"Why did you save me? This better not be so you can kill me later."

"Same old Coop." Kat snickered, "I do have my reasons and that's…"

Before Kat can explain can explain the sound of a blaster charging up caught his ears. Immediately he pushed Coop and himself off the ground, just in time as a blast came passing them.

"So I guess it's true." A dark woman voice said. Coop and Kat got up from the ground and look forward them to see Millie stomping as she approached them. Her eyes were glowing bright red and every step she took the ground shook and vibrate.

Kat got into a defensive position as he took a few paces to Millie, "Millie you have to get out of the armor now. It's a corrupt symbiote extraterrestrial parasite that's only seeks destruction and mayhem and. A few months ago we acquired what you're wearing and tried to use it for ways to achieve our goals, but the symbiote had other plans and began a destruction rampage. As a last result we set up an armor to prison it in and they later sent it to me for extra safe keeping."

"Great job, Kat!" Coop yelled at Kat. His burning hate and anger replaced all shocks and surprise of before. He directly glared at Kat, "It's your entire fault that my sister is a freaky robot freak all because of you!" At this point, Coop felt like unleashing himself at Kat and makes him pay for what's happening.

Both them were now glaring at each other. Long have they forgotten their situation as Kat retract his claws out and Coop balled his hands to fists. However, before the two can continue the sound of a blaster charging came to their ears. They face were soon filled with panic as they turned to see Millie with her blast charging directly at them.

"Goodbye, Mr. Kat, I guess Coop was right. You are evil." Millie said before firing a powerful laser at the duo. The blast was coming at them too fast that they didn't see the chance of avoiding it or able to survive it. Suddenly, a black blur came in front of them and absorbed the blast through it's plug like antennas and fingers.

Coop and Kat took close look at who the figure was and knew specifically who it was. Standing in front of them was Feedback as he faced an angry Millie. His hands were charging electrical energy as he had absorbed the blast before it hit Coop and Kat. He then combined both the blast and his electrical energy and released a massive blast at Millie. Millie wasn't fast enough to avoid the blast and she was sent flying away.

Coop watched the horror as his sister was blasted away. The look of worry and fear were on his sister as he cried out, "Millie!" He ran as fast as he could, but was stop as Feedback held him by his back color and made him look at alien face.

"I hate to break it to you, but your sister is gone." Ben said.

The urge to speak against that was in Coop. he wanted to tell his friend that he was wrong, that Millie was still in there, but he could when he already did it to. The only person he could blame now was Kat since it was his armor that he suppose to protect, but strangely Coop didn't want to blame him.

"Nooo." Coop responded like a whisper.

The look of care was on Ben's face as he faces his sad friend. He didn't want to tell him, but he couldn't continue watching him running to a girl only wanting to kill him. Carefully, Feedback set Coop on the ground and reverted back to normal in a flash of red light. He looked at his friend face, but Coop only turned his face away.

Kat stood and watched Coop looked depressed to the ground. Usually, he would be happy that his nemesis was depressed, but not this time. Kat knew all this was his fault and in the cause his favorite human was now influence by a symbiote armor he was supposed to protect. Hesitant, Kat approached them and reach his hand to comfort the boy. However, Coop looked at him and growled through his teeth to warn him not to get close. Kat opened and pulled back.

The sounds of footsteps were heard from a direction. Kat and Ben looked at the direction and saw Burt, Fiona and Dennis running towards them. In a few moments they approached them and saw the depressed look on Coop's face. Burt silently went down on one knee and embraced his son to comfort him. Fiona and Dennis watched silently with looks of sadness on their face. They then noticed Kat presence and gave him a deadly glare.

Kat eyes looked away from the two kids and turned to the sky when he noticed something. His eyes were wide-eyed as he saw what was approaching, "Oh no, not now." He muttered. The group heard him and looked up to what they saw, including Coop. They soon had the same shocked and wild-eyed looked as everyone, except Kat gasped.

Flying towards the town from the skies were thousands of space ships. The symbols on the ships were a alien cat face on them. In a matter of seconds the ships were hovering a few feet in the air.

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Me: I know it's sad and shocking. I originally didn't want to make things so sad for them, but then I thought it would be interesting if the story had a little more emotional. I hope you all enjoyed the chapter and I apologize for any error that may be in the chapter. And also we haven't seen the last of Princess Destroyer, though she might not be in the next chapter. I have a poll up for another story of mine and it's called The Avengers: Earth Ultimate Heroes and the poll is for who should be the leader of the avengers, so please show your support for the story and vote. Anyway, Please review what you think about the chapter, criticisms are welcomed, but no flaming me or my story.