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: It should be noted, that Ghostfreak's personality will be the same as its always have been. Also, I like to write chapters that have nothing but fighting in them. They're easy and fun to write!

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SEAN lunged forward with his wide mouth open. Diamondhead quickly held up his hands and tried to stop the oncoming attack from the monster. The mouth slammed into him but Diamondhead was able to get a grip on the jaws. However, the force was so strong that Diamondhead ran right into the wall, debris fell from the wall as the Mineralist was pinned there in helplessness. All the same, Diamondhead didn't give up; pushing with all his might he began to take steps forward. SEAN was surprised that he was this strong so he too pushed harder.

"Yin!" Diamondhead yelled, "I can't hold him off much longer! I need your strength!"

Oh…I think you got it under control…hey look at that! An orange button!

Arms shaking, Diamondhead began to falter as the brute force of the metal sea monster began to take its toll.

"Diamondhead!" cried a voice.

Four Arms ran up to SEAN's head and punched him with two of his fists. SEAN let go of Diamondhead and groaned in pain. Diamondhead fell to the ground in exhaustion.

"Thanks Four Arms."

"Any time."

Four Arms picked Diamondhead up and the two of them faced SEAN. SEAN shook his head and said, "that actually hurt. Looks like you two are being serious."

Heatblast jumped over Diamondhead and Four Arms and fired a gigantic fire ball that he prepared at SEAN.

"TAKE THIS YOU SHIT EATING TUNA!"

The fire ball roared threw the air and blew up in SEAN's face. Heatblast took a pose.

"Oh yeah! Who's bad? ME! That's who!"

However, Heatblast's shouts of joy were quickly squashed when a chilling voice said, "okay, now you're getting annoying."

Heatblast gulped and looked up to see an angry SEAN looking at him. The smoke cleared to reveal that his machine like face was twisted in utmost anger. He roared once more and dove towards Heatblast.

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Meanwhile, Ripjaws was fighting the cursed Sharkopaths underwater. After trying to crush them with her jaw (which was no good since they had tough armor) and swiping them with her claws (which were also no good for the same reason). Ripjaws did one last tactic that would save her.

"SWIM AWAY!" she cried, "SWIM AWAY!"

Her tail swam with all its might through the waters. The Sharkopaths gleamed their metal teeth and swam closer and closer. One of them got so close that he began to nibble on her tail fin. Ripjaws was screaming with all her might and was trying to get away. However, soon other Sharkopaths began to attack her. Tears were forming in her eyes as Ripjaws prayed that she wouldn't die.

One of the Sharkopaths bent around the circle bend and swam towards Ripjaws. When Ripjaws saw the Sharkopath she gasped and ran into the Sharkopath. With their prey stationary, the Sharkopaths attacked her like hungry piranhas.

Ripjaws screamed in agony as the Sharkopaths began to open wounds across her frail body. Biting and pulling and trying to rip flesh, the Sharkopaths showed no mercy. She could feel her own blood seep through her newly opened wounds and into the darkening waters. She could feel herself grow weaker and weaker and weaker.

Her eyes saw the surface up above, the light from above was shining brightly like it was begging Ripjaws to come up. She knew that if she swam to land she will be safe. Using what little strength she had left, she pushed away some of the Sharkopaths and swam to the surface. She could taste her own blood as the Sharkopaths continued their rampage.

Almost there…almost there…

One of the Sharkopaths grabbed her tail and began to pull her down. Ripjaws gasped again as she felt herself being pulled down to the bottom.

No…no…

A hand reached down and grabbed hers. The hand pulled her back up. She felt herself being lifted up like a soul would leave a now dead body. She felt her head broke the surface and felt her blood run down her face with her tears. With another heave, the hand pulled her fully to the surface. She began to cry deeply as she realized that she hadn't died.

"You okay?" said the voice.

Ripjaws nodded and passed out.

XLR8 looked at Ripjaws with a sad look on her face. She saw all the open wounds that covered her body and the blood that moved freely from them. XLR8 looked at Ripjaws and knew that she had to get the one person who could save her.

She had to get Four Arms.

She was about to leave when the Sharkopaths that attacked Ripjaws also broke the surface of water intent on finishing off their prey. They took sight of XLR8, then Ripjaws and back to XLR8.

"Get out of my way," she said as maliciously as she could, "or I will kill you."

The Sharkopaths made a beeping sound and flew towards XLR8. XLR8 quickly raised her foot and smashed one in its face. She then quickly ducked an attack made by one of them and sliced it with her sharp claws. She then grabbed the head of a now severed Sharkopath and threw it at another one causing it to blow up.

"Get…out…of…my...WAY!"

Her goal to save Ripjaws made her a formidable opponent to them. However, in her blind fury of rage, one of them snuck up behind XLR8 and quickly closed its jaws around XLR8's arm.

CRUNCH!

XLR8 felt her right arm's bone shatter to pieces. XLR8 screamed as she felt searing pain erupt throughout the bowels of her arm. Another Sharkopath pushed her into the water and XLR8 fell through it like a brick. The Sharkopaths dove into the waters and swam towards her. When she saw them swimming right at her with their mouths wide open she knew that she was going to die. The air slowly escaped from her open mouth.

Goodbye…XLR8.

Goodbye…Daddy.

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"XLR8!" yelled Upgrade.

Upgrade looked around; no one saw XLR8 fell into the water. Everyone else was busy fighting their opponents, no one except he saw what happened to XLR8. Upgrade began to panic. What to do, what to do?

"Damnet!" cursed Grey Matter.

Upgrade twisted his head around; Grey Matter was still fidgeting with the controls. So far, the door hasn't opened yet.

"Grey Matter!" said he, "XLR8 is in trouble! I got to go save her!"

"Whatever, as long as you come back."

Upgrade quickly left Grey Matter and ran to where XLR8 fell in. He desperately looked for her through the mucky waters. He then found where she was and dove in.

The Sharkopaths were swimming around her ready to attack. While they were doing this, XLR8 was just floating there…not moving.

"XLR8!" screamed Upgrade. He swam up to the Sharkopaths and punched one of them on the nose. While the Sharkopaths were momentarily distracted, Upgrade quickly grabbed XLR8 and swam to the surface. He climbed back on still holding XLR8 in his arms. She was not moving.

"…XLR8?" he said.

XLR8 suddenly started coughing hard. Upgrade was happy.

"You're alive!"

"Ugh…where am I?"

She looked up to see Upgrade whom she was still in the arms of.

"ACK! Put me down you walking ssssack of wiresss!"

Upgrade slowly put XLR8 down.

"Are you okay?"

"Who? Me? Sure, I'm okay.."

"That's good."

"OF COURSSSE I'M NOT OKAY DUMBASSSSS!" she screamed, "MY ARM ALMOST GOT BITTEN OFF AND I ALMOST DROWNED!"

Upgrade knew for a fact that XLR8 was joking and that she deeply respected him as a friend.

XLR8 turned to the unconscious Ripjaws and said, "She needs treatment fast. Go get Prince Four Armsss quickly. If she losessss any more blood she will die."

"But what about your arm?"

"Hey! I'll be okay! Now go!"

Upgrade nodded his head vigorously and ran to get Four Arms.

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"SHIT!"

Grey Matter cursed once again as he was fiddling with the controls. Every time he tried to open the door a sign would flash: INCORECT. PLEASE ENTER CORRECT SEQUENCE.

"What the hell does that mean!" he yelled.

His eye caught sight of a purple button right by the controls.

"And what the hell does this button do!" ye screamed, pushing the button numerous times, "it does nothing!"

He sighed and decided to have his brain take a mental break. He turned around and watch the fights happen. He sighed in happiness as he was watching.

"Ah…this is so blissful."

Two Sharkopaths caught sight of Grey Matter and sped forward to attack him. Grey Matter saw them flying towards him from the other side of the room. He looked around desperately for Upgrade but couldn't find him.

"Ohshitohshitohshitohshitohshitohshit," he said to himself as the Sharkopaths drew closer and closer. He knew he was done for, no one was here to protect him, he will be bitten in half and swallowed whole. Grey Matter sat down, put his hands over his eyes and waited for his death.

Nothing happened….

…

Still nothing happened.

…

Dare he open his eyes?

….

Grey Matter opened one of his eyes to find that both of his attackers were on the floor dead.

"Wha-How?"

"Don't worry Mathew, your safe as long as you are with me."

Grey Matter looked up to see Ghostfreak hovering above him. Both of her hands were in front of her. She lowered her hands and looked at him.

"Penelope!"

"Who didja expect?"