(Well, someone had to do this. It's an idea that has been swimming around my head for so long I guess I just couldn't help it.)

Disclaimer: I don't own Ben 10 or Predator. Man of Action owns Ben 10 and Fox owns Predator.

Ben 10: Predator and Prey

Ben lay down on his cot, asleep in the Rustbucket. It had been an awesome day for him so far. He'd stopped a bunch of thugs from robbing a bank as Fourarms. He'd pranked Gwen viciously as XLR8. Yep, nothing says humiliation like being hung from a flagpole. Before he went to sleep, he wondered what the revenge scheme would be.

Ben still remembered the time Gwen got him with the spell that made the dogs fall in love with him.

His grin however turned into a face of terror as his good dream suddenly turned into a nightmare.

Dreamscape

Ben was walking through the same area that the rustbucket was parked in. He looked up into the sky and saw a shooting star descend from the sky. He watched as it ripped the tops off of the trees as it came down. Ben looked at the Omnitrix, flashing Green on his wrist.

He popped up the dial and pressed down on the XLR8 icon. A green flash erupted and XLR8 was standing in Ben's place. He zipped through the forest, looking at the smoke rising in the distance.

After about 4 minutes, he grinded to a halt at the scene. There was a pod about the size of a man. It was a metallic tube that had three petal-like projections at the top. He got a little closer and the pod hissed.

Ben jumped back, startled at the hissing. He watched as the pod opened up to reveal…nothing?

Ben groaned and said, "Aw come on! I turned into XLR8 and ran down here for nothing?"

All of a sudden, Gwen, Grandpa, his mom and dad, along with his friends appeared at the scene.

Ben was about to say something when he saw a shimmer in the air at the pod. Then his mom screamed as something stabbed her. Ben could only watch as his mom was lifted off the ground, with two bloody wounds in her chest. He then heard a sickening rip as whatever it was pulled upward and tore her head clean off.

He then saw three little red dots arrange themselves on Gwen's forehead. He tried screaming 'Gwen run'! But no words came out. He tried to move but he could not budge. It felt like something had glued him to the ground. He then saw a blue flash of light and Gwen's head exploded.

He then heard a hiss of something and saw his dad get impaled on…what looked like a spear. His father was then launched over the invisible killer.

His Grandpa screamed before his throat got sliced open. He gurgled before falling to the ground.

Ben heard the watch time out as he watched his friends get annihilated by the invisible thing. He then heard what sounded like…clicking? It sounded like a woodpecker or something like that.

Then Ben heard a crackle as something took shape. Whatever it was, it was big. Ben could put it at 7 to 8 feet tall. Its arms and legs were rippling with muscle underneath. There was black and red plate armor all over the chest and torso. On its right shoulder were plates of armor with skulls mounted on the spikes of the shoulder pad. Human skulls. On its waist, it wore what looked like a tasset with a long red cloth on the back of it. On the parts were he could see skin, it looked like it was covered in fishnets. On the left shoulder, there was segmented armor, but on top of it was something like a gun. Plate armor adorned the creatures' thighs and greaves were on its shins. On its waist and shins, he could see weapons of many varieties. On its chest and obliques, there were more weapon holsters. He looked at its arms and they had gauntlets on the forearms. One of them had 3 wicked curved blades coming out, extending well over the creature's hand. Only two of the blades had blood on them. The third was clean. On the other arm, there was some sort of gun on the on the forearm. The skin color under the armor and mesh was a dark red.

He looked up at its head. Snaky strands of what looked like hair went down to it's shoulders. On its face there was a metal mask. On the top of the head, there were 4 wicked horns. Where the eyes should have been, there were pale lenses. Where the mouth should have been, it looked like the jaws of a beast.

Ben was rooted to the spot. The creature looked at Ben and lunged, the blades on its arm ready to spill blood.

At that point Ben screamed.

Exit dreamscape

Ben woke up screaming on his bunk, backing up against the wall. Gwen and Grandpa both jumped at the sound of the screaming.

Ben pulled the sheets tight and started shaking. Grandpa got to him and said, "Ben…Ben what's wrong?"

Ben kept shaking and said, "Bad dream! Bad dream!"

Gwen rolled her eyes and said, "Of what?" She then added in a snide tone, "Going back to school?"

Ben said, "No! I got over those! There was this…thing that came from the sky. It was big and it killed everyone!"

Max said, "Well, what did it look like?" In his mind, Max already had a bad feeling coming.

What could it be? Please God, don't let it be one of them. Please no.

Ben said, "Well, it was big. It had armor and…" he tried thinking for a moment. "Oh yeah. It had mesh netting where the armor wasn't. It had snake hair."

Gwen said, "Um…snake hair?"

Ben said, "Yeah um…dreadlocks. It also had blades on it's arm and a gun on it's shoulder."

At that point, unknown to the children, Max paled. It is one of them. It's probably here for Ben! But why? He's just a kid! Wait calm down Max, he said it was just a dream. Yeah. Besides, it's not hot enough up in Indiana for their liking. They like it really hot. Ben and Gwen are just kids. Maybe they could be after me to finish what they started all those years ago. Wait, no. That wouldn't make sense either. There was a truce.

Gwen sighed and said, "It was probably just a bad dream. We're still here aren't we?"

Ben just slumped and said, "Alright." He got back under the covers and closed his eyes.

Gwen just said, "Finally, some peace and quiet." She then said to herself, "Note to self, in case of Ben, buy duct tape."

*Scene Change*

Miles away from the Rustbucket, Bob and Lou were enjoying a good run of game hunting over at the local hunting preserve.

"Woohoo!" shouted Lou. "I got me a buck!" He ran over excited to the corpse of the deer whose brains were splattered all over the ground.

Bob just shook his head. "Lou, how are you going to make a trophy out of that if it's missing part of his head?"

Lou said, "Who said anything about a trophy?" He then took a deep whiff. "Mmmmmm…I' m thinking venison." He then looked at Bob and said, "Since I just know you're squeamish, why don't you just look away while I make some choice cuts?"

Bob said, "Uh-uh. You're wrong. That was just one movie."

Lou said, "It was a papercut in a chick flick. A chick flick. I still wonder why you came out here considering I just shot Bambi after I cut Thumper's head off." He took out a large hunting knife and started a messy decapitation on the deer. After he sawed the head off, he took a skinning knife out of his belt and starting skinning.

While he was humming, he heard some sort of clicking. "Hey Bob, think that's a woodpecker?"

"Probably. Only animal I know of besides bugs that click."

Lou just shrugged and was about to go back to work when he saw three rod dots arrange themselves into a triangle on his chest. "What the fu-?"

He got cut off as a blue light flashed and there was a giant sizzling hole in his chest. Blood poured out of his mouth as he gurgled before he fell to the ground.

Bob was rooted to the ground, his rifle in his hands. He looked at the smoking corpse of Lou and looked back up into the trees. There was nothing there. What just did that? The clicking noise echoed again. Bob readied his rifle to fire. He fired once into the trees.

As he was reloading, he heard a metallic click and felt an agonizing pain in his chest. He looked down as he saw three bloody curved blades sticking out of his belly. He let out a loud scream as a he felt a tugging sensation. Then he felt no more…

*Predator POV*

The Predator looked down at the newest trophy in his collection. The look of terror on this one's face was sort of comical. Then again it was always sort of comical in the last minutes of the prey. It usually depended on the prey, though. Some would shout profanities. Others would beg. Some would keep fighting to their last breath. Just like how he wanted to die in order to face the Black Warrior.

The Predator looked to the stars from which it came. All that travel from his last hunt and all he had to show from it where a couple of poor trophies. Oh well. The other one would be skinned and he'd keep this one.

The Predator opened his wrist computer and pressed a few buttons. In a few moments, a holographic display of the Earth showed up. A Yautja symbol popped up on the screen to show where he was. Very close to it was something akin to an hourglass. The Omnitrix.

Under his mask, he grinned as well as he could with his mandibles. The Omnitrix. A weapon with the power to turn its wielder into a multitude of prey species. Each one was challenging in their own right. Kinecelerans required patience and cunning to hunt. A good hunter had to predict and have quick reflexes to have a Kineceleran on his wall. Tetramands were physical powerhouses of the galaxy. They were easy to kill if a hunter was quick. The Yautja did not care about the Pyronite. Sure it shoot fire, but the hunter was accustomed to extreme heat on his home world. However, killing a creature made of fire and molten rock was tricky. The Petrosapien would be the challenge. Its thick skin and the ability to make weapons out of its body would make it worthy prey. All of these creatures and more bundled into one being and there was the opportunity of the hunt of a lifetime. The Predator would not pass it up. He re-cloaked as he leapt into the trees after his quarry.

((Yes, I used Yautja as the species name. After reading it in the AVP novels for the first time, it just stuck as the species name in my mind. Anyway, if anyone has questions, just put them in the reviews. I'll answer them the best I can. Anyone who tries to be a flamer will hunted dwon and brutally killed by the Predator. In the meantime, Ben's going to have a close encounter of the worst kind.))