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: I'm going to camp next week so I don't know if I'll be able to squeeze in another chapter…but I'll try!

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Dropping his knapsack to the ground, Heatblast outstretched the palms of his hands and quickly powered up two fireballs. Then, like a pitcher throwing a fast ball to home, he let loose the balls of fire at Cuttooth with astonishing speed. Cuttooth spat to the ground and he nimbly dodged the two fireballs. He then ran forward towards Heatblast with his claws wide open, his clawed feet dug hard into the ground as he sprinted. Heatblast let out another torrent of fireballs but Cuttooth dodged them like a skilled acrobat. Then, sooner than one might expect, Cuttooth was right in front of Heatblast.

The two warriors shot out a barrage of fists as they went head to head. Each time one fist would get near the opponent's face; another fist would come by and block it. This quick punching game lasted a full minute before the two fighters broke off the stalemate and backed off.

Then, Cuttooth swung his foot towards Heatblast at speeds that would make Jet Lee proud. Heatblast jumped sideways away from the attack and began to twist in the air like an Olympic acrobat. With grace that can only be matched by a flying swan, he landed upon his hands and stood upon them. Then, in a surprising move, his feet shot out a fiery attack. The attack caught Cuttooth off guard and he cried in dismay as the attack landed upon him.

He snarled at the upside-down Heatblast and he spat onto the ground again. He then raised his fists up in the air and quickly slammed them into the ground. The arena shook violently as the fists bore into the ground. Heatblasts couldn't keep his balance so he fell to the floor. Before he could get back up, Cuttooth jumped in the air and tried to land upon him. Heatblast rolled out of the way of the attack. He then raised his hand and shot another fireball at Cuttooth. Cuttooth jumped to the side and the fireball passed dizzyingly by. Cuttooth lunged at the fallen Pyronite and he grabbed his fiery foot. Lifting him up in the air, he threw him to a nearby boulder.

Heatblast flew through the air and he landed upon the boulder. The boulder cracked and fell to pieces due to the extreme energy that Heatblast retained. The pieces of rock fell on top of Heatblast who was still recovering from Cuttooth's mighty throw.

Heatblast then, slowly, got back up. After dusting off some soot and dirt that was on him, he faced Cuttooth and looked him straight in the eye. Cocking his head to the side and smiling like a deranged hunter he said, "Alright Cuttooth…enough with these warm up exercises. Let's start fighting for real now."

Cuttooth returned the queer smile and said, "fine with me. But before we begin…may I say something?"

Heatblast raised an eyebrow but said nothing.

Cuttooth nodded to him and continued on, "You of course remember the Water Orb that Ripjaws carries? It gives her the power to walk on land without drying out. Well…I too have a Water Orb…but unlike Ripjaws…I utilize its power to its fullest extent."

Before Heatblast could say anything in response to this, Cuttooth raised his outstretched hands and closed his eyes. Then, with no apparent reason why, the snow and ice that was from Blizzard's match began to melt. The water that came from the snow then moved like a small flood towards Cuttooth. It crept along the dry ground, hugging it like a large snake until finally it reached its master. It then slithered up the crocodilian fighter and surrounded him like a chain of armor. Cuttooth's arms seemed to grow as the water surrounded them. Soon, he, and particularly his arms, was shielded with water.

Cuttooth smiled again and said, "The Water Orb gives its user the power to control nearby water sources. The only catch is that the user must have a large amount of anger and hate to do so…"

Heatblast, who was surprised by the whole spectacle, showed a look of calm on his face when he replied, "Why is that?"

Cuttooth shrugged making small ripples in his watery suit. He then said, "I don't really know much of the magic behind it but I know this. Our celebrated god, the Sea Creator, is the god of the sea, war and some quite terrible emotions. The Water Orb, which is supposed to be a gift from the Sea Creator, gets its delicious power from the use of these said emotions. The user acquires extra speed, strength and power over water. And now…"

Cuttooth raised one of his powerful arms and shot from it a stream of water bullets with blinding speeds. In response to this, Heatblast raised his arms and protected his face from the water bullets. The bullets whizzed to and fro and struck his fiery skin. He groaned in annoyance as small sprouts of steam erupted from his body. When the bullets stopped firing Heatblast lowered his arms and laughed at Cuttooth.

"Don't think that I am weak like a small flame to water Cuttooth! Cannonbolt trained me to make sure that I wouldn't be put down that easily!"

Heatblast quickly raised his hands and shot out two fireballs. The fireballs squealed through the air and headed right to Cuttooth. Cuttooth merely chuckled. When one of the fireballs got near him he simply batted it aside with one of his watery arms. The fireball when tumbling through the air and exploded on a nearby boulder. Cuttooth didn't even do anything for the second fireball. The fireball landed squarely onto his chest but it fizzled and went out like a light bulb.

Cuttooth smiled again and he shot out a stream of water bullets. Realizing that he had to do something different, Heatblast dodged the bullets and ran for cover. Cuttooth laughed as Heatblast jumped behind a nearby boulder.

"What's the matter Heatblast? I thought that Mr. Fatso made you less afraid of water! You can't win!"

Another fireball came right at Cuttooth and he shook his head impatiently. When will Heatblast learn that his puny fireballs will have no effect upon his water coated body?

But, oh how wrong Cuttooth was, for once the fireball landed on his chest, it exploded with a terribly strong force. Cuttooth was lifted up from his heals and was sent flying through the air. So stunned was he by the attack that it took him a moment to realize that he was on the ground. Gritting his teeth and filling up with rage he stood back up. His water shield is strong! How did it get penetrated so easily and quickly by a mere flame?

He was about to attack Heatblast when he stopped. He looked at Heatblast and his huge jaw dropped.

Heatblast was no longer burning the orange flames like he normally did…he was burning green. Heatblast's entire body was green. His flames seemed to be stronger, his body seemed fit. The difference was so startling that Cuttooth was left speechless.

Heatblast smiled and said, "Alright…lets fight."