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

Me: Hello everyone and welcome to another chapter of Kid Vs Kat meet Ben 10. Hope you're ready cause this is what most of you have be waiting for. This is the beginning of the invasion, the intensity and the action. Also as a side note, Ben won't be in this chapter. Now on to the chapter!

Chapter 20: The Invasion Pt 1

Everyone was frozen in shock of what happened. They eyes never left the door as in disbelief of what just happened. Only a few minutes ago Ben walked out of the door and turned his back on them. The time felt like hours than minutes before Coop was the first to shake off and run to the door. However, before he did, a hand held him from further advancing to the door.

"Coop, stop!" Burt yelled at him.

"Why?" Coop asked, urgently worried.

Burt sighed deeply to calm the tension he felt down, "I don't think, Ben would want to come back even if you try to talk to him. He just needs time to think things through."

"And besides." Fiona said, walking to him with a questioned look, "You have some explaining to do."

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Meanwhile, behind the moon, a giant space station hovered. What was really known of the space station was that it had a metal head of a cat on it. It hovered behind the moon, undetected by any of earth's defenses.

With the space ship, was a large room filled with large space vehicles, an army of alien cats in armor and with weapons. They stood in immediate salute as they looked up at a railing to see their boss. The ruler and commander of their planet looked down at them, a pleased grin on his face. Obviously his army have been waiting for this day, the day that victory shall be there's

"Welcome, my soldiers." He began openly, "Today we take earth for ourselves. Everything is prepared and planned, so our victory will be ensure. Now go and fight, claim earth for our planet!"

The crowd of soldiers cried out in battle cry, raising their weapons in the air. Then with that said battle cry they began running into their ships, taking board and flying off one by one. The hangers were open, allowing the ships to fly off towards earth. Even a few cat like robots flew with them.

The Kat commander smirked as he watched his army go. He then turned his back at the view and walked into a door that slide open. He came to upon his two best agents, standing on wall, obviously waiting for their orders.

"You know what to do." He said to them boldly.

The two agents saluted and walked away. Kat commander let a chuckled escape his mouth before unleashing an evil laugh. The laugh was heard through the halls, though no one paid attention it. After all, the commander was sure of victory.

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Back at the Burtonbugur residence, the kids were in Coop's room. Fiona had demanded for a explanation, as she was confused by Ben's reaction. Watching her boyfriend walk out on them angrily made her sad and angry. Though Fiona knew how to control herself and listen to what happened before. So, a few minutes ago, she asked for an explanation on everything.

Coop humbly explained, though he was nervous about it. He thought it was best that they talked about it in his room for better privacy. Burt and Kat didn't bother to join, already knowing what had happened. So it was just Fiona, Coop and Dennis in the room. Coop explained about him witnessing the kiss and everything from there. Nothing was left out as he felt that he owed her an explanation.

Although out the explanation, the kids remained quiet. At times, Coop would glance at Fiona to see her face reaction and saw a frown. He couldn't tell much about it beside the fact that she was sad, but it could be anything.

"So that's how it comes to now." Coop finished explaining.

Fiona was looking at the ground in deep thought. She let everything she had dwell in her before releasing a deep sigh, "So what do we do now?"

"You're not mad?" Coop asked, a surprised look coming on his face.

"No." She shook her head, "But I just want everything to be ok, Coop. Ben needs sometime to think and we should give him that time. Until then we have an invasion to worry about. Before you know it the invasion can start today."

BOOM!

The ground below them shake as an explosion was heard. The kids stumbled from the sudden shook, but got themselves straight. On each other faces, they were confused about what happened. Just then the door was opened harshly to reveal Kat running into the room with an urgent look.

"Come to my HQ quick!" He shouted to them before running off.

Having heard Kat, the kids glanced at each other with confused faces. But then it was replaced with determined looks before they rushed to the door. They got to the hall way and ran into Millie's room to stop by Kat's playhouse. Of course they knew it was looked like a play house, but hardly wasn't. The boys allowed Fiona to go in first before Dennis entered and Coop followed last.

Soon, they came out of an elevator as it opened to reveal Kat's lab. Immediately, they ran to the big screen as they saw Kat and Burt standing by and watching the screen. As the kids came to them, their faces turned to shocks at what they saw on the screen. The kids along with Burt and Kat saw a live footage of town being invaded by Kat's people. The screen showed hundreds of battles fleets shooting down on houses, people running in panic and bigger fleets floating in the skies.

"Wow. I jinxed us, didn't I?" Fiona asked, staring wide eyed at the screen.

"Yep." The boys said unison, also staring wide eyed at the screen.

They continued watching with horrified looks as the space invaders caused more chiaos on the town. They watched people they know running on the streets, trying to avoid the destruction going on. The numbers of space ships seems to increase as more came from the skies. A few ships dropped down, opening to bring out more troops to the ground.

"We have to do something!" Coop shouted, an angry look on his face.

"I know, but…" Kat began.

"But what?! We can't save them." Coop scowled at Kat.

"I was just saying…"

"Saying what?! I thought you were with us…"

As Coop went on, Kat gave up trying to talk to the boy and simply jumped off his seat. He then for to a door and placed his hands at the side wall for the door to open. The Burt, Dennis and Fiona watched as the door fully opened and awed at what they saw. Coop stopped his rambling, having heard his father and friends awing sounds. Confused, he glanced at what they were looking and muttered only one word.

"Wow."

Kat smirked as he stood by the gadgets, "Gentleman and girl, it's time to kick my people's butts." His eyes then widen as he realized what he said, "Um…scratched off what I just said."

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On the streets, continuous destruction rapidly spread all over the town. The citizens were running in panic as space ships shot from the skies. Even on the streets, some alien cat armies marched on the ground, shooting anything in sight. Just at a group of Kat nebula's squad, a familiar figure jumped down before them. At a glance at figure made the army to glare at him angrily.

"Meow!" One of them sneered at them.

Kat stood at them, his hands behind his back and a smug look on his face, "Yeah, like I haven't heard that before." Bringing his hands out, he held out two deadly cannon blasters at the squadron, "Say hello to my little friends."

Sighting the weapons, the kat army cried out in fear. Kat then pulled the triggers and a loud could be heard from afar. Even from the sky, a big black cloud emerged from the ground.

Meanwhile, across town another group of kat nebula army were marching and shooting laser blasts. The people were running from the army as fast their legs could go. Phoebe was one of those people as she tried keeping up with them. But then she tripped by a small rock that she fell to the ground. With fearful eyes she watched behind her as the army approached.

"Leave her alone!" A familiar voice cried out.

The kats let out sounds of confusion before turning to the source of the voice. Phoebe followed and smiled as she saw two familiar kids standing on the top of a house.

"Coop." She smiled hopefully.

Coop frowned as he saw Phoebe, "Great. Phoebe. Are you sure we can't leave her?" Coop asked as he turned to his friend.

"Well I'm for it, but it would be wrong." Dennis said to his friend.

Coop groaned through his teeth, "Fine, but if she ever annoys me again then I'll blast her."

"No, you won't. You're too nice." Dennis chuckled.

Coop knew his friend was right and said nothing. Just then multiple lasers were sent their way. They were lucky the lasers didn't hit them before they jumped into battle. Dennis ran to Phoebe and dragged her out, though she protested. He pulled her behind a car while Coop gave cover by firing laser blasts from his plasma gun.

Coop fired much of his plasma blasts at the Kat army, "Eat this alien furballs!" He cried as he fired more lasers. The lasers he fired wasn't suppose to kill them, but to send them to unconsciousness. So with every blasts Coop fired each kat soldier fell. However, the soldiers were beginning to advance causing Coop to dodge some of the laser. He hissed in pain as a laser brushed through wrist causing a blood to come out.

Quickly, Coop brought out a smoke bomb and threw it at the army. The bomb instantly exploded causing a large stink cloud over them. In a matter of seconds, the kats choke as they gasped for air before collapsing to the ground unconscious.

"Nice one, Coop!" Dennis exclaimed as he ran to his friend. Before Coop knew it Phoebe embraced him into a bear crushing hug.

"Dennis….help." Coop gasped for air.

At the skies, Fiona stood proudly on the ceiling of their flying half car ship. The car was also equipped with weapons that could invade a town. The person driving the ship part car was none other than Burt Butronburgur. He wanted to be part of the fight and was willing to help as much as he could. Luckily, his experience driving a car applied to fly the ship which had the same features as a car.

"Are you ready, Mr. Burtonburgur?" Fiona asked from the head phone communicator she wore. Her feet were held to the machine enabling her to stay still. If she needed to get inside the ship incase things get too much, she just had to motion her feet and she'll be inside.

"You know it." Burt answered confident.

Fiona held tight to her weapon, "Then let's do this."

Burt nodded confidently and then shifted the pedal to high speed. He maneuvered the ship to a large number of small fleets shooting down on the town and began firing. Fiona began to fire as many ships as she could. She shot down the ones that tried drawing closer, with Burt stabilizing the ship and using the ships energy guns to blast the ships down.

"How are you doing up there?" Burt asked through the head phone communicator.

Back at the top, a laser flew past Fiona. She heard Burt and answered, "Doing good. How about you?"

"Not so much." Burt informed her, "From the looks of the scanners Kat showed me, it would seem that the ships are gathering at us from behind."

Hearing the report, Fiona looked behind her and saw the ships coming. She easily motioned her foot to turn her to the ships as she got ready to fire, "Get ready, Mr. Burtonburgur." Then she began firing at the ships. The ships she shot were taken down, but that wasn't enough. Some of the ships were too fast that they maneuvered from Fiona's blasts.

Burt directed the ship's weapon to the ships and began to fire. The weapons did as directed and shot down as many they could dectect. However, this reinforcement were much faster, taking out the weapons before it could fire back at them. It became too much that the ships began to fire the space ship. The cause of the blasts caused the ship to jerk and part of it began to burn.

The ship was soon starting to crash, "We're going down!" Coop exclaimed as he tried keeping the ship in control.

As the ship began to crash, Fiona was too horrified to do anything. She could see two enemy ships coming towards them to finish the job. Their laser cannons charging meaning they were about to fire. Fiona wasn't the one to give up, so she targets her plasma guns at the two ships. Her fingers held the gun as one was at the trigger. She aimed at one of them and was ready to fire when something happened.

One of the ships exploded like a bomb hit it. Fiona was confused and shocked at what happened. Before she knew it, the other ship fired at her. The laser was too big to escape, so she couldn't do anything. Suddenly, a figure flew to her front and created a pink shield. Fiona watched, wide eyed as the figure's shield blocked the blast. The figure was small, but yet had things attach all over the body. The things on the figure's shoulder targets the ship and destroyed it into pieces with one blasts.

"Wow." Fiona said, surprised at the power. But then got on the offence as the figure turned to her, revealing itself to her, "It's you. If you think that I'm going down that easy…"

The person interrupted her and flew down to her, "Cool it, Fiona. I'm here to help you."

Fiona smiled, "Thanks…Millie."

"Right back at you." Millie smiled.

However, the jerking of the ship brought them back to reality. They saw that they were heading to the ground fast as gravity pulled them. Quickly, Millie sprouted out mechanical wings, burst through the metal ceiling and in a second brought out Burt in one hand. Then she swiftly lifted Fiona and flew off.

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Back on the ground, things were getting serious. The army was getting too much with the type of technology they had. It even came to the extent that many houses and streets were burning in flames. Coop, Dennis and Kat knew they couldn't handle much of the army and with their weapons losing power they began gathering everyone to city hall. The place seems to be untouched, other than the large hole that Ben caused when he fought Millie the destroyer a few days ago.

"So what now?" Dennis asked as he walked to Coop.

While everyone was in the auditorium, Coop and Dennis were at the entrance door. They made sure all other exits were blocked so no one could enter. The only place to enter and exit was the entrance.

Coop peeked open the door and he looked outside, "We just have to wait until Kat gives the signal."

"Are you sure to trust him?" Dennis asked, unsure of Kat intentions, "He could actually be behind this."

Coop closed the door and he looked back at his friend, "I don't know, Dennis. I shouldn't trust him with everything he has done to us, but I have no other choice. I just hope he's doing what I told him to do."

"Hey, Coop!" Lorne's voice was heard along with some footsteps.

Coop and Dennis urgently looked down the hall and saw a group heading to them. The group was made up of Phoebe, Lorne, Harley and Mrs. Munson.

"What are you guys doing here?" Dennis asked.

"We're here to help you kick alien butt." Lorne answered with confidence.

Before Coop could react, Phoebe ran to him and embraced him in a tight hug, "Oh, Coop I'm here to help."

"That's…great." Coop gasped for air as he struggled out of Phoebe's grip. He was able to break through before his cheeks turned purple and took a few breathes.

"We really appreciate this everyone." Dennis said, "Including you Old lady….I mean Mrs. Munson."

"Don't think this changes anything! You two are still rotten kids!" Old Lady Munson yelled at the top of her voice.

Coop opened his mouth to say something, but the strange noises interrupted them. They could hear the sounds of marching coming from the door. Quickly, Coop opened the door, allowing everyone to see the alien Kat army marching their way. And to make it worse, the skies were filled with upcoming space fleets and mini flying drones.

"Look at those cool weapons!" Lorne awed.

"What do we do, Coop?" Dennis asked, a look of hope of his face.

Coop didn't answer, worrying Dennis the more. The only thing he did was point at the sky, "What is that thing?"

Dennis looked skeptical at his friend and followed the direction he was pointing. The others followed his finger and became confused. At the sky they could see a shadowy figure up at the sky. It seem to be carrying two people in it's hands and was now heading for them. Before any of them could mutter a word, the fgire landed on the ground, dropping Fiona and Burt on their feet to the ground.

"Millie?" Coop questioned, confused at everything. The mechanical wings on her back went back in. She looked like a normal human, except that she wore different clothing. She was dressed in a pink shirt with a sun at the center and blue pants. Along with her new changes, she no longer wore any glasses and her hair was in a pony tail.

"Hey, Coop." She smiled as she ran and hugged her brother, "I really miss you." Coop was surprised at her action, but returned a hug of his own. They soon let go and faced each other.

"It's good to see you, Millie. But how are you back to normal?" Coop asked her.

However, before she could answer a blast went pass them, bringing everyone back at the situation. Millie walked back from Coop as her mechanical wings extracted on her back, "Just watch what I can do." She smirked and flew off. Coop and everyone stared in wonder as Millie flew straight at the army.

She flew above the aliens, swiftly dodging lasers from the fleets of ships and the alien soldiers on the ground. She looked down at the army as her eyes began to glow brightly. Then she fired down at them, a massive blast. Her laser cut through the army, knocking them to the unconscious either unconscious or injured. She flew down to them, firing more lasers that reduced their numbers in seconds.

The kats shot up at Millie, but it was futile. She flew so fast that the blasts didn't hit her. Then a large laser nearly hit her, making her to halt. She looked up above her and saw massive fleets heading her way. Quickly, she formed a circle green shield before more lasers could hit her. However, the blasts were getting too much for her to handle as they came in a hurry.

Millie gritted her teeth as she tried holding the shield. But it was beginning to shatter with more blasts hitting it. Then a thought came up that she smirked the more. Her entire was then suited in a black armor with green stripes on its body. Her wings were gone as her metal boots fired up and she flew up at the ships. She drew closer to the ships, swiftly dodging any laser blasts heading her way and began firing blasters from her hands. Every ship she hit exploded in flames and began to crash. Even the large ones went down as her blasters hit them.

Coop and the other watched in amazement as they saw each ship fall. They were even amazed that she took down the larger ones with powerful blasts cutting through them.

"Go! Millie!" Coop cheered his sister.

"Coop, it's me Kat." Kat's voice called out from

Coop answered as he held it to his face, "Did they get the signal?"

"Positive."

"Yes!" Coop fist pumped the air.

Dennis turned to his friend, confused by excitement, "What's going on, Coop?"

"Something cool." His friend smirked at him.

Suddenly, the sounds of moving thrusters flying through the air could be heard. Coop and the group looked up to the air and noticed ten black jets and two helicopter flying towards the army of Kat Nebular army.

"Wow, Coop, who are they?" Fiona asked as she watched the jets.

"Just some old friends from Area 102." Coop answered. He turned back to his walkie talkie as it was channeled to Kat, "How are things working, Kat?"

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Meanwhile at Kat HQ, he was watching the action of Area 102 attack on his species army. For the past few minutes, he had been working ways to give Area 102 to come to help, but it wasn't easy. There was the fact that he was an alien that made them not to trust him, but after showing them a footage of Boostville under siege they reconsidered….for now.

At the meantime, Kat was just typing on his computer on some calculation when he got a call from Coop.

"How things working, Kat?"

"Yeah." He answered through his mega computer, "I have the new weapons ready and I'm going to bring them this instant."

"What…did…you…I can't…hear…" Coop voice was heard through static. Kat tried to get the frequency open, but it seem to make only more static static got worse that he couldn't talk to Coop through his mega computer. But despite that he continued typing on his computer to get the frequency open. Then it occurred to him that they're communication is jammed.

"Don't worry, Agent, we're here to save you." A female voice said from the corner of his room.

Kat instantly got into a predator mode as he growled at the source of the voice, "Who are you?! Show yourself!" He noticed that from the shadowy corner the female was hesitant. Kat could also smell a stronger and male presence meaning they were more, "I know you have someone with you!"

Kat waited for the spies to come out. He didn't drop his stance as he stood ready to fight them in case they attacked. His eyes were to the corner and so was his attention. It didn't take long that the two figures he saw stepped out of the shadowy corner, revealing themselves in the process. Both of them were in black suits as they revealed themselves to Kat. One of them had a slimmer and sexy figure, meaning that was a woman alien and the one next to her was muscular and tall meaning he was a male.

"Let me guess, you're here to take me away." Kat said, getting into a fighting stance.

The muscular Kat chuckled, "You don't recognize us, Greg?"

Kat's eyes went wide as he heard the name, "How do you know my true name? Only the Kat commander knows."

"And us." The female one added.

"Who are you?" Kat asked.

The Muscular one chuckled again as he removed his suit mask. With his mask gone, Kat could see he had a strong and manly face with a mustache, "I am your father."

"What?!" Kat gasped.

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Me: That's everything for now. I would like to thank nyanyanya22 for Kim and Ken, especially the ending part. Sorry, if the chapter doesn't seem well written, my head hurts that I just had enough strength to write this chapter. Please review nicely about your thoughts, but no flames.