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- The Ultimate Tournament
- Chief Gadget is feeling bored. Things have been rather quiet in Metro City. His niece Penny, now known as Gadgette, easily defeated the few criminals that have shown up lately. She even defeated Seto Kaiba in a duel when he wanted to bulldoze a Metro City landmark to make room for a new branch of Kaibacorp. Gadgette herself is feeling bored. Generator Rex returns from his latest mission with Providence (the government agency he works for). "Anything big going on around here?" Rex asks Gadgette. "Nothing much. It's gotten boring around her lately", Gadgette responds. "How about we go out for dinner?" Rex asks Gadgette. "Sounds good", Gadgette responds.
- A short time later, Rex and Penny are eating dinner at a fancy restaurant. "It's been so boring around here lately that I almost miss that epic fight we had when I was trying to prove myself to my uncle", Penny remarks. "I know how we can liven things up around here", Rex suggests, "let's do something like that epic fight again, but make it a tournament and invite all comers". "That sounds like a great idea", Penny shouts. The two of them share the idea with Chief Gadget, who agrees to host the tournament himself.
- A short time later, Chief Gadget, Penny, and Rex are inside a stadium on the outskirts of Metro City amidst a rather large crowd of individuals that are here to compete in the tournament. the rules for the tournament are simple: each character uses whatever weapons, gadgets, or powers they posses to try and defeat their opponent in whatever way they see fit (killing is greatly discouraged, of course). Chief Gadget won't be competing, as he's the tournament MC. Gadget steps up on the MC's podium to make a statement, "before we begin, I'd like to dedicate this, the first-ever Metro City Ultimate Tournament, to the late former police chief, Quimby". Gadget steps down from the podium and everyone rushes to meet their first-round opponent. The tournament uses a secret bracket, so no one will know who they are facing until they arrive at the destinations for their battles, which are scattered through out Metro City. Chief Gadget has a gigantic TV screen back at the stadium, displaying every battle in the tournament.
- Penny/Gadgette makes her way to an abandoned MAD base. Upon arriving, she sees a mysterious boy float out of a wall. His head and torso are that of a normal human boy, but where his legs should be, he has a tail like that of a ghost. "I'm Danny Phantom", the boy introduces himself, "and you must be my opponent". "I'm Gadgette", Gadgette responds. Gadgette and Danny square off. Danny phases in and out of walls, making it hard for Penny to land a hit. Penny generates the big metal fists and punches the walls, knocking down wall after wall. The whole base soon collapses. Penny then uses her computer book to disrupt Danny's spectral form and make him solid. Before Danny can react, Penny punches him and knocks him out. Back in the stadium, Gadget declares, "Gadgette has defeated Danny Phantom. She will advance to the next round".
- The other round 1 matches get underway around Metro City. Michelangelo (representing the TMNT) battles Egon Spengler (representing the Ghostbusters) in the sewers. Optimus Prime battles Godzilla down on the beach. Jade Chan fights Kim Possible in a beauty salon. Captain Underpants battles Shrek in a field of onions. Howard the Duck battles Darkwing Duck on the roof of a barn. Rex battles Hiro and Baymax inside Penny's school. Yugi Moto battles Sabrina the teenage witch in a magic shop. Ben 10 battles Cisco/Vibe in a science lab. Energizer (representing Power Pack) battles Bonnie (representing the Pokemon world) at the electric plant. Static Shock battles The Flash on a racetrack. On the other side of the racetrack, Vanellope von Schweetz battles Ginny Weasley. Stitch battles the Hulk at the gym. Harry Potter battles Ezekiel Jones (representing the Librarians) in the city library. Sharkboy battles Superman at the Aquarium. Lavagirl battles Shaggy and Scooby (representing Mystery Inc) in a haunted house. Ant-Man battles Wreck-it Ralph in the park. Spider-Man battles Neo, a mysterious man dressed in black and wearing black shades, on the city square. Yusei Fudo battles Michael Knight and K.I.T.T. out at the fairgrounds. Tai and Greymon (representing the Digidestined) battle The Wonder Twins up on a dam. Jaden Yuki battles Mavis Dracula in a cave. Yuma Tsukumo ends up battling Yuya Sakaki in a card shop. In a mall parking lot, Link battles a mysterious green-faced man who calls himself The Mask. Iron Man battles Seto Kaiba (who shows up to the battle in armor of his own, calling himself Kaibaman) on top of a skyscraper. Anna and Elsa battle Supergirl in an ice cream shop.
- The First round battles start winding down. Optimus defeats Godzilla by blasting him far out to sea. Michelangelo defeats Spengler. Jade defeats Kim Possible. Captain Underpants challenges Shrek to a farting contest, which Shrek wins. Darkwing plucks Howard. Rex lands a damaging blow on Hiro, causing Baymax to concede defeat so he can tend to Hiro. Yugi duels Sabrina, defeating her with Dark Magician. Ben tricks Cisco into opening a breach, then (as Kickin Hawk) he kicks Cisco into it, and the breach closes before Cisco can return. Energizer knocks Bonnie out despite Bonnie calling on Zygarde. The Flash short-curcuits Static Shock. Vanellope (in her go-kart) races Ginny (on her broomstick), and the race ends with Vanellope victorious. Stitch and Hulk end up KOing each other. Harry makes short work of Ezekiel. Superman easily defeats Sharkboy. Shaggy and Scooby manage to defeat Lavagirl by tricking her into falling in a pool of water. Wreck-It Ralph squashes Ant-Man. Spider-Man manages to catch Neo in his web. Yusei races Michael and KITT, and manages to win. Greymon ends up falling off the dam after digivolving to Metalgreymon, resulting in a win for the Wonder Twins. Mavis manages to scare Jaden away, winning the battle as a result. Yuya wins his duel with Yuma. Link manages to remove The Mask's mask and destroy it with some bombs. now back to being plain old Stanley Ipkiss, The Mask forfeits. Iron Man defeats Seto Kaiba/Kaibaman, destroying Kaiba's armor in the process. Supergirl easily over powers both Anna and Elsa and defeats them.
- Penny/Gadgette, Optimus Prime, Michelangelo, Jade, Shrek, Darkwing Duck, Rex, Yugi, Ben, Energizer, The Flash, Vanellope, Harry, Superman, Shaggy and Scooby, Wreck-It Ralph, Spider-Man, Yusei, the Wonder Twins, Mavis, Yuya, Link, Iron Man, and Supergirl move on to round two.
- Chief Gadget's voice comes booming over the intercom, "round 2 is a free-for-all. The first 8 contestants to make it back the the stadium make it into the quarterfinals". Gadgette wastes no time in using her computer book to hack into both Optimus Prime and Iron Man and make them run the wrong way. Shrek scares Shaggy and Scooby away. Shrek next goes after Vanellope ,but Ralph attacks Shrek and the two of them engage in a fistfight. Jade whoops Michelangelo's butt. Spider-Man tries to web up Link, but Link cuts himself free with his Master Sword. Link then tosses his boomerang at Spider-Man, cutting Spider-Man's web and making him fall. Yugi stops Yuya for a duel while Yusei zooms on ahead. Vanellope rams Yusei with her kart, causing him to crash. Energizer blasts the Wonder Twins with energy blasts, sending them flying in opposite directions. Rex generates his Slam Cannon, loads Darkwing into it, and then launches Darkwing into the distance. The Flash is the first one to make it back to the stadium. Harry teleports (or "disapparates") Mavis to a far-off location. Gadgette and Rex are second and third to reach the stadium. Vanellope arrives fourth. Jade and Energizer arrive together and Energizer blasts Jade, knocking her out. Superman, Supergirl, and Ben 10 are the last 3 to qualify for the quarterfinals. Ralph finally KOs Shrek and then decidesto go to the stadium and watch Vanellope compete in the quarterfinals. Yuya defeats Yugi, and they both realize they are too late to reach the stadium. Link and Spiderman continue fighting despite missing out on the quarterfinals, and Spider-Man eventually KOs Link.
- The Quarterfinal matchups will take place in the stadium. The Flash, Gadgette, Rex, Vanellope, Energizer, Superman, Supergirl, and Ben 10 are the 8 quarter-finalists. The 4 quarterfinal matchups will be: Gadgette vs Supergirl, Rex vs The Flash, Ben 10 vs Superman, and Vanellope vs Energizer. Gadgette and Supergirl kick off their battle with Gadgette trying out numerous generated constructs against Supergirl, but Supergirl withstands them all. Gadgette remembers that Supergirl and Superman get their powers from yellow sunlight. Gadgette aims her watch at Supergirl and fires a beam that is equivalent to red sunlight, which weakens Supergirl. After hitting Supergirl with a few more of these red sun beams, Gadgette generates the big metal fists and KOs Supergirl. "Gadgette moves on to the semi-finals", Chief Gadget declares.
- The second quarterfinal match is Generator Rex vs The Flash. Rex comes out swinging but, naturally, the Flash dodges all of Rex's attacks. The Flash huts Rex with a series of rapid-fire punches then runs around behind Rex for a sneak attack. This time, however, Rex is ready for him. Rex generates the Slam Cannon, just in time for the Flash to run right into it. Rex aims the cannon upward, and launches the Flash into the distance (even the Flash can't run on air). "Rex moves on to the semi-finals", Gadget declares. Ben 10 faces Superman in the third quarterfinal match. Ben turns into XLR8, but Superman easily keeps up with him. Ben turns into Four-Arms, but Superman matches him blow for blow. Fed up, Ben turns into Alien X and hits Superman with power energy waves that hurtle him clear into another universe. "Ben 10 moves on to the semi-finals", Gadget declares. In the last quarterfinal match, Vanellope faces Energizer. Vanellope glitches around so that Energizer can't land a hit. After a while, Vanellope jumps in her go-kart and tries to chase Energizer around. Energizer grabs onto Vanellope's go-kart, disintegrating part of it in the process. Energizer lets go and blasts the go-kart. The go-kart explodes, hurdling Vanellope out of the stadium. Ralph rushes off after her. "Energizer moves on to the semi-finals", Gadget declares.
- The four Semi-finalists are Gadgette, Rex, Ben 10, and Energizer. Gadgette will face Energizer while Rex will face Ben 10. The girls are up first. Gadgette starts off with the big metal fists, but Energizer disintegrates them. Gadgette tries generating other constructs, but Energizer disintegrates them too. As Energizer gets ready to blast Gadgette, Gadgette gets an idea. She generates the Slam Cannon and intercepts Energizer's energy blast. As Energizer prepares a second energy blast, Gadgette fires the first one back at her. The two blasts collide, causing an explosion that blasts Energizer out of the stadium. "Gadgette has made it to the finals", Gadget declares.
- Generator Rex and Ben 10 face off to see who will face Gadgette in the final match. Ben turns into Lodestar as Rex generates his big metal fists. Lodestar uses his magnetic powers to draw Rex towards him. When he's close to Lodestar, Rex breaks free and punches Lodestar. Ben switches to Up-Grade and tries to take control of Rex's constructs. Rex manages to throw Up-Grade off of him. Rex generates his big arm sword, and Ben turns into Diamondhead. Diamondhead shapes his arms into swords too and engages Rex in a swordfight. Rex and Diamond head clash until Rex manages to damage Diamondhead with his sword. Ben switches to Four-Arms and Rex generates his big metal fists. Rex and Four-Arms face-off again. Four-arms slowly manages to overpower Rex's metal first. Four-arms lifts Rex up and then slams him to the ground. Rex is knocked out. "Ben 10 will face Gadgette in the final match", Gadget delcares.
- Chief Gadget gives Ben a chance to rest and let his Omnitrix recharge. Rex gives Gadgette a pep talk, encouraging her to defeat Ben. As the final match begins, Ben quickly turns into Up-Grade and attaches himself to Gadgette's computer book. Gadgette uses her watch to remove Up-Grade from her computer book. Gadgette generates big Metal fists, but Ben counters by turning into Four-arms. Gadgette manages to drive back Four-Arms, something Rex had been too exhausted to do. Gadgette realizes Ben's Omnitrix gives him a big advantage over her. She decides to hack it with her watch and computer book. Penny loads an energy signal in her watch and then generates the big metal boots and slams down hard on Ben, turning him back to normal. Penny aims her watch at the Omnitrix and releases the energy signal. Ben knocks her backwards and tries to transform again, but the Omnitrix isn't responding. Penny presses some buttons on her computer book and Ben turns into Grey Matter. Gadgette walks over and places her foot right on top of Grey Matter, pressing him to the ground. "I surrender", Ben says, realizing Gadgette had him outsmarted, plus she'd hacked the Omnitrix so she could control what he turned into, making it pointless for him to continue fighting her. Gadget rushes down to where Gadgette is standing. "Congratulations", he shouts, "I knew you could win it all". Gadgette releases Grey Matter from under her foot and breaks her control over the Omnitrix. "It just goes to show you that, no matter how strong an opponent may be, you can overcome their brawn by using your brain", Gadgette remarks. Rex runs over to Gadgette and promptly kisses her. "This tournament was amazing", Gadgette comments, "We totally gotta do some like this again some time".
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