Disclaimer: I do not own any of the characters appearing in this story.

Replace and Amaze

Blade (Max Steel, Ben 10)

"So where are we going Kelly?" Kirby asked as an attractive blond girl led him down an alleyway.

"It's a surprise," she winked at him before knocking on a metal door. A bouncer opened it and let them in. Walking down the steps they could hear music, once they reached the bottom the walked into a party, complete with DJ, blaring music and lots people dancing.

"Awesome." Kirby smiled as she lead him into the crowd and they began dancing. He didn't notice how everyone started looking at him. "All right," he spun around and accidentally elbowed a guy in the face. "Oh sorry man, my-" he paused as he appeared to be glitching, "bad?"

When the glitching stopped his human form was replaced with a Vladat.

"What the?" Kirby looked around as everyone deactivated their disguises, revealing themselves to be Vladats. "Kelly?" He backed up, "I think we should get out of here." He turned to a smirking Kelly who deactivated her disguise and bared her fangs at him. "AH!" Kirby jumped back. "Your, your, still pretty hot actually."

"Aren't you sweet," Kimmy reached out, grabbing him by the shirt and lifting him off the ground. "Your going to be very tasty."

All the Vladats bared their fangs as she tossed Kirby to the floor. "Oh Man! Oh Man!" He quickly crawled along the floor, stopping when he was in front of a familiar figure who made all the Vladats take a step back. "Max Steel?"

"Its okay citizen." Max assured him. "Help has arrived."

"THANK YOU!" Kirby jumped to his feet and hugged him. "Thank you! Thank you!"

"Ah yeah," Max pried him off, "you should get outta here."

"You got it!" With that Kirby ran up the stairs and out the door. "THANKS AGAIN!"

"You shouldn't have interfered!" A Vladat hissed.

"Actually," Steel separated from Max. "Its what we do."

The Vladat leaped at him and swung it fist, but Max caught it easily. He smirked behind his mask before kicked the Vladat so hard he flew across the room.

"Good thing these clones aren't as strong as the real deal." Steel observed.

"Wanna make this interesting?" Max asked.

"No turbo modes?" Steel suggested.

"Your on." A Vladat charged at him, Max pulled out his Turbo Blaster and Steel linked with it. Max blasted the Vladat with a blast of turbo energy, causing it to turn to ashes, much to the shock of the other clones. They didn't have time to react as Max lumped into the air and opened fire. "Come on folks don't be shy," he blasted several more. "Daily dose of turbo energy!" Vladat charged at him from behind, but Max swung his arm back and blasted him.

"Get it while its hot!" Steel quipped.

Several Vladats attempted to flee, but they found that the exits had been sealed off from the other side. Max blasted one who was banging on the door, causing another run at him. Max jumped over him, twisted around and blasted the Vladat reducing him to ashes.

Max continued blasted them to ashes. "This is too easy." He was then tackled from the side, making him drop his blaster.

Steel separated from the blaster, "just had to say it didn't you?" He then ducked to avoid claws that swiped at him.

Max kicked the Vladat off and jumped to his feet. "Steel!" He pulled out the turbo lash.

"On it!" Steel linked with it and it and an energy whip emerged.

Max swung it and it wrapped around and Vladats leg, making him hiss as it burned him. Max pulled, and swung the Vladat around, knocking over others to tried to charge him before releasing him and letting him crash face first into a wall. Max swung the lash striking multiples Vladats and burning them, forcing them to back away. Several of them climbed up the walls and were holding onto the metal pipes along the ceiling. "Big mistake!" He swung the turbo lash and it wrapped around a pipe. Before the Vladats could react, they were all shocked as the whip became electrified, electrifying the pipes and making the Vladats fall like fly's.

"Lets not make the electrocution pun." Steel said. "we're better than that."

"Ah buddy?" Max looked to see the remaining Vladats had become organised, grabbing metal pipes, chains, anything they could use as a weapon. "You thinking what I'm thinking Robro?"

Steel separated from the turbo lash. "You know it Turbro!" Max brought out the turbo sword and the ultralink linked with it, making the blade glow blue with turbo energy.

"We're gonna rip you apart!" A Vladat with a pipe threatened.

Max sung his sword around and took a battle stance. "Bring it!"

The Vladat clones rushed at him with their weapons, but Max swung his sword and cut one in half as it turned to ashes. The others tried attacking from all sides, but Maxs training with their the sword paid off as he blocked, deflected, cut through their weapons and through them. He jumped backwards and ran behind a wall, "Steel!" The Ultralink separated from the sword and into his hand as Max charged him with turbo energy. The Vladats came around the, "Turborang!" Max through Steel who spun around appearing a glowing blue disk that cut through the clones at the necks, they turned to ashes before their heads could hit the ground.

The remaining Vladat managed to duck and Steel hit the wall behind him. "You missed!" He readied pipe to attack.

"You can't tell with the helmet, but I smirking right now." Max said.

There was a blue light behind the Vladat and before her could turn around, Steel unleashed a explosion of turbo energy and disintegrated the clone.

"Gotta love the Turobrang." Max said.

"Easy for you to say." Steel pried himself off of the wall. "Your not the one who gets dizzy."

"Come on Steel," Max walked ahead. "We just fought space vampire clones. That sounds like a bad B movie, but that was awesome." He turns around gripping his sword. "Max Steel, Vampire Hunter."

Steel rolled his eye, but then it widened. "Ah, Max?"

"Okay, okay," Max lowered his sword "Max and Steel, Vampire Hunters." He saw the Ultralinks expression. "What?" Steel pointed behind him and Max turned around, and was promptly uppercut and sent flying backwards, dropping his sword in the process. "Ow," he sat up a saw his attacker. There stood a another Vladat, twice the size of the others.

"Hes a big one." Steel observed.

Max jumped to his feet. "You know what they say." He ran at the Vladat, "the bigger they are," he leapt at him, "the harder they-" He was cut of when the Vladat ripped a metal door off its hinges and struck him with it, knocking him back to where he landed before.

"Were you gonna say, the harder they hit?" Steel quipped.

"Real funny." Max looked up only to roll sideways as the Vladat tried to crush him with the metal door. "Okay," Max got to his feet, "time to get serious." He ran at the Vladat, jumping over the door as he swung it and kicked him in the face. The Vladat swung again but Max side stepped it and punched it in the gut repeatedly before roundhouse kicking it in the head, causing it to drop the door. "That all you got?" He uppercut it and kicked it the face. "You can't even touch me." Before his feet could touch the ground, the Vladat reached out and grabbed Max by the throat.

"You were saying?" Steel asked, but was then back fisted by the Vladat and flew into a wall making him see stars. "Waitress? I ordered extra salami on my sandwich," he slurred.

"STEEL!" Max yelled as he was slammed into a wall hard enough to crack it. "Little help?"

The Ultralink shook his head clear. "I got cha!" He began firing small blasts of turbo energy at the Vladat, making him yell as they burned him. This caused him to loosen his grip, Max broke free and jumped off the wall to Knee the Vladat in the face.

Max and Steel regrouped. "Ideas?"

"Turbo strength mode sounds like a good idea right about now." Steel replied.

"Thought we said no turbo modes?" Max said.

"That was before the big guy showed up." Steel pointed out.

Max thought for second and then it hit him. "Not yet, we've got one more turbo charged trick up our sleeves."

Steels eye widened as he realised what he was talking about. "Ok," he flew into Maxs hands, "lets do it!"

"HEY FANG FACE!" Max shouted. "You want us? Come get us!"

The Vladat let out a roar and charged at them. Max began charging Steel with turbo energy. He was soon glowing brightly "Max?"

"Wait for it." He said while continuing to charge the Ultralink the Vladat came closer and closer until it was close enough.

"TURBO PLUSE!" With that Steel released a powerful blast of turbo energy that enveloped the Vladat. The blast stopped, Max and Steel looked to see the Vladats body was completely burned to ashes, but somehow still standing.

"Huh," Steel floated over. "That's odd." He poked the ashes and it instantly fell apart on him. "GAK!" Steel shuddered as ashes fell on him. "I am gonna need a hot shower after this."

Suddenly Maxs phone rang, "hello?"

"Max!" Kirby could be heard shouting on the other end. "Your not gonna believe it! My date was a vampire!"

"A vampire?" Max tried to sound sceptical, "did you fall asleep watching scary movies again?"

"No! I'm telling you this is real." Kirby protested. "She had fangs and everything! Was still pretty hot two."

"Oh man," Steel spoke with disgust, "its in my mouth."

"You don't have a mouth." Max pointed out.

"What?" Kirby asked.

"Nothing." Max said quickly. "So, tell me exactly what happened."

This one was fun to write. I loved that fight scene in the movies. Especially the part where Blade smiles before throwing his boomerang blade and decapitated 3 vampires at once.