Hey guys, this is the third crossover I made and the first crossover of Yu-Gi-Oh! GX and Ben 10. Also, the only things I own in this story are the OCs and Ben 10 Cards.

Chapter 1: The Next King of Games.

The scene is a city with a great sunshine. Running through the streets is AU(Alternate Universe) Ben Tennyson. Instead of having the Ultimatrix, he has a green duel disk with a green hourglass symbol replacing the gems.

"That is the last time I eat chili fries late at night." muttered Ben as he runs. While he was running, he saw a familiar face getting bumped on by a dual-shaded brunette.

'Is that Yugi?' thought Ben as he runs past them. The written exams are nearly empty, with Ben being third in line. He finished his written exam and enters the dueling arena. He leans next to Syrus while waiting.

"Ben Tennyson, please report to exam field 10" called out the speaker.

"Oh, yeah! Lucky Number 10." shouted Ben.

"Isn't 7 the lucky number?" asked Syrus.

"Not for me." answered Ben as he runs down to the exam field. When he ran down, his opponent is the blonde version of Bastion's opponent.

"You ready, kid?" asked the proctor as he readies his disk.

"Oh yeah. IT'S HERO TIME!" shouted Ben.

"Hero time?" asked the proctor confused.

"It's a catchphrase." replied Ben as he readies his own.

(Proctor:4000)

(Ben:4000)

"I'll put two cards facedown, along with a set monster." said Ben as he does what he said.

"Not impressed." said the proctor as he draws a card.

"I activate Heavy Storm. This spell destroys every Spell and Trap on the field." said the proctor. Both of Ben's cards are destroyed.

"Then, I activate Cost Down. By discarding a card from my hand, all monsters on my hands' levels are reduced by 2." said the proctor as he discards a card.

"Next, I summon Jinzo in attack mode." shouted the proctor as he summons Jinzo.

(Jinzo: ATK:2400, DEF: 1500,LVL:6-4, DARK, Machine)

"Now, Jinzo. Attack his facedown monster with Cybernetic Shockwave." ordered the proctor. Jinzo charges a ball of black lightning in his hands and tosses it at the facedown monster. The attack created a smokescreen on Ben's field. When it cleared, it showed Classic Diamondhead taking a knee and turning his arms into a shield.

(Alien Hero Diamondhead: ATK: 1000, DEF: 2000, LVL: 4, EARTH, Rock)

"Oh, I'm sorry. I didn't give you a proper introduction to my Alien Hero Diamondhead." shouted Ben. Alexis, Zane, Syrus, Bastion, and Jaden saw the move and got impressed.

"Because of Diamondhead's special ability, it can't be destroyed in battle." explained Ben.

"Lucky break. I'll set this card facedown and end my turn." said the proctor as he sets his card. His hand is completely empty.

"Alright, my turn." stated Ben as he looks over the four cards in his hand. He smirked before he played a card.

"Now I activate the spell card Polymerization. It allows me to fusion summon by sending the necessary monsters to the graveyard." explained Ben. Alien Hero Upgrade appeared in a vortex with Alien Hero Diamondhead.

"Let's mix up Diamondhead with an Upgrade to summon Alien Hero Diamondgrade." announced Ben as a figure that resembles Diamondhead but lacks the mouth as it is covered by a crystal line, along with the rest of the revealed diamond skin. The hourglass symbol moved to his chest.

(Alien Hero Diamondgrade: ATK: 1500, DEF: 1500, LVL: 6, LIGHT, Rock)

"Now that's what I call a perfect combination." complimented Bastion.

"What do you mean?" asked Jaden and Syrus.

"Look at it. It looks like Diamondhead, but it's body shape resembles Upgrade, it has no mouth, and the hourglass symbol is on the chest instead. Ben's fusion monsters must be genetically combined." explained Bastion. The duo nodded and continued watching the duel.

"Now I'll put one card facedown and end my turn." said Ben.

"What a waste." said the proctor as he draws a card.

"Now, Jinzo. Attack that crystal blob with Cybernetic Shockwave." ordered the proctor. Jinzo performed his attack again and fired it at Diamondgrade. Instead of destroying Diamondgrade, Diamondgrade jumped at Jinzo and changed its appearance. The green clothind is replaced with diamond-like armor, it's eyes are changed from red to yellow, it's brain-like head is covered with diamond. It's legs turned to black and white. The hourglass symbol is on the mouth, like a breathing mask.

"What happened to Jinzo?" asked the proctor as he witnesses the change. Jinzo then jumped to Ben's side of the field.

"It's Diamondgrade's effect. When it is destroyed by a Machine-Type monster, it equips onto it and gives me control over it." explained Ben. The viewers stare at the new Jinzo in shock.

(Jinzo: ATK: 2400-3900, DEF: 1500-3000)

"Oh, and I forgot to mention that it gives the equipped monster 1500 attack and defense points." explained Ben.

"Too bad you won't get a chance to use it. I activate the spell card Acid Rain. It destroys all Machine-Type monsters on the field." explained the proctor as a cloud of green rain falls over Jinzo. It poured onto him, but slid off the diamond skin.

"What? How?" stuttered the proctor.

"Did you forget that it is part Diamondhead? The equipped monster is immune to card effects." explained Ben." explained Ben.

"I end my turn." said the proctor annoyed.

"Alright, my move." said Ben as he draws his card.

"Now, Jinzo. Attack him directly with Cyber Diamond Wave." ordered Ben. Jinzo waved his hand and fired diamonds with black electricity at the proctor.

(Proctor: 4000-100)

"Wow, he nearly wiped his life points in his first attack." said Syrus impressed. The others nodded in agreement.

"Impressive move, but I'm still standing." smirked the proctor.

"I'll end my turn." said Ben.

"My draw." said the proctor. He looked at his drawn card and frowned.

"I'll set this facedown and end my turn." said the proctor.

"All right, now Jinzo, attack him and end this duel." said Ben. Jinzo performed his Cyber Diamond Wave move and hit the proctor directly.

(Proctor:100-0)

"That was a good duel." said Ben as he offers a handshake.

"Yeah, welcome to the Academy, Ben Tennyson." welcomed the proctor. Everyone burst with applause.

"Man, he might be the second greatest duelist here." said Jaden as Ben walks up.

"Ben Tennyson." greeted Ben.

"Jaden Yuki." greeted Jaden.

"Syrus Truesdale." greeted Syrus.

"Bastion Misawa." greeted Bastion.

"Jaden Yuki, please report to exam field 4." called out the speakers.

This is the first chapter. You have to see the duel between Jaden and Crowler in Episode 1, because that is how this chapter ends. So, tell me what you think in the reviews.