Requested by MLPFan001

Cartoon Network vs Marvel, which two smart and resourceful heroes wielding technology will emerge the victor?

https://www.youtube.com/watch?v=92H3Mscg7QQ

<Cue: Invader Theme>

Toomi: Ben Tennyson, wielder of the Omnitrix,

Megumi: And Tony Stark, the Iron Man,

Toomi: Despite being humans, both of them have went through many dangers, using their resourcefulness and quick thinking to save the day

Megumi: And they carry pretty neat technology. She's Sachi, Toomi and I'm Megumi.

Sachi: And it's our job to analyse their weapons, armor and skills to find out who would win a Death Battle

Ben Tennyson goes Hero in What if Battles

https://www.youtube.com/watch?v=AEVaK0e1kTE

<Cue: Perfect 10 by Unknown Brain>

Toomi: Ben Tennyson is what many can assume as an average kid you see in school, struggling in school, dealing with bullies and playing video games.

Sachi: That is until one camping trip with his Grandfather Max and his Cousin Gwen, Ben found an alien device that did what it did. It struck itself upon his wrist with secrets that it hid.

Megumi: Now he's got superpowers he's no ordinary kid. He's BEN 10

https://www.youtube.com/watch?v=do3ziGB9hkY

<Plays footages of Ben 10 Ultimate Alien Intro, showing off the many aliens Ben has acquired over the years>

Toomi: Well, not exactly 10 anymore if you think about it. As Ben uses the Omnitrix to save the world, he did acquired the DNA of a lot of aliens over the years, gaining up to 1,000,912 aliens over the course of the series.

Megumi: Damn! Let me try this again.

<Megumi tries to sing the classic intro again>

Megumi: And he's got superpowers, he's no ordinary kid, he's Ben ten thousand nine hundred...shit. It's alot harder to sing it now.

Toomi: Anyway, while Ben is using the Omnitrix to save the Universe, it did attracted the likes of an alien warlord known as Vilgax, who intended to use the Omnitrix to create a massive alien army to take over the universe.

Megumi: But he ends up failing with Ben kicking his ass a lot of times. You know, Ben has a lot of aliens right? But I really don't believe he could use all of them.

Sachi: You're right on that part Megumi, Ben may have 1000912 aliens but only 70 of them have been named and unlocked and he is only seen transforming into 62 of them.

Toomi: To save the world, Ben wields the Omnitrix, a device that scans alien DNA which allows the wearer to transform him or herself into any species in the known universe where they can utilize the alien's powers or understand how the other species feels or thinks

Ben Tennyson

Quick Thinking

Omnitrix

Megumi: It's surprising that Azmuth wanted to create the Omnitrix for everybody so that it can potentially end racism in space but Ben uses it to fight evil doers like Vilgax

Sachi: By transforming into any alien, Ben will possess the alien's powers, size, strength, speed all at their peak, meaning he using the alien's abilities at their fullest potential. But to cut short the research time, we will be researching on ten of Ben's strongest aliens that he will use in this fight.

Toomi: One such alien includes Four Arms, a Tetramand skilled in unarmed combat along with fire proof skin, the ability to leap very high and they can create a sonic wave that is produced by smashing together all four hands concurrently

Four Arms

Enhanced Strength

Enhanced Durability

Enhanced Agility

Enhanced Speed

Enhanced Reflexes

Enhanced Jumping

Enhanced Acrobatics

Wrestling Proficiency

Strong/Sharp Teeth

Sonic Clap

Shock Waves

Earthquake Generation

Wall Climbing

Heat Resistance

Gas Immunity

Slime Spit

Megumi: Then there is Heatblast, a Pyronite capable of manipulating fire as hot as a supernova. They can fly, shoot fire and can even absorb fire.

Heatblast

Fire emission

Flaming punches

Fire flying

Immunity to coldness and heat

Pyrokinesis

Fire Absorption

Fire Breath

Fire Surfing

Heat Generation

Heat Absorption

Enhanced Strength

Enhanced Durability

Enhanced Jumping

Enhanced Acrobatics

Pyro Immunity

Cryo Immunity

Pyrokinetic Flight

Enhanced Speed (via Pyrokinetic Flight)

Limited Terrakinesis

Underwater Breathing

Speed Swimming

Limited Pyroportation

Limited Corruptura Immunity

Cryokinesis

Sachi: And there is Eye Guy, an Opticoid with eyes around most parts of his body that he can stretch out and fire eye beams that packs a deadly punch.

Eye Guy

Mátikinesis

Movable Eyes

Eye Merging

Elastic Chest Eye

Optic Beams

Energy Beams

Electrical Beams

Freeze Rays

Fire Blasts

Eye Goo

360° Vision

Vision Smelling

Enhanced Hearing

Sharp Claws

Enhanced Strength

Enhanced Reflexes

Enhanced Dexterity

Enhanced Agility

Enhanced Jumping

Enhanced Acrobatics

Toomi: Then there is Upgrade, a Galvanic Mechamorph that merges with any form of technology due to their malleable nanite-based bodies, they can well...upgrade any machine they merged into into a more advanced form and fire beams from what looks like an eye on their heads.

Upgrade

Technokinesis

Optic Laser

Technological Possession

Technological Enhancement

Technological Repairment

Electrokinesis

Electroporation

Regeneration

Body Alteration

Size Alteration

Arm Extension

Weapon Hands

Tentacles

Elasticity

Space Survivability

Enhanced Strength

Enhanced Durability

Enhanced Agility

Enhanced Flexibility

Light Generation

Megumi: There is also one of the smallest, Grey Matter, don't let his small size fool you for Grey Matter, being a Galvan means that he possesses incredible intelligence that allows them to understand and operate virtually any machine, even if they've never seen it before. I mean one of them, practically Azmuth created the very device Ben is using right now.

Grey Matter

Enhanced Intelligence

Immense Life Span

Enhanced Agility

Enhanced Flexibility

Enhanced Jumping

Wall Crawling

Sharp Teeth

Slippery Body

Underwater Breathing

Prehensile Tongue

Small Space Maneuvering

Sachi: And besides the small, we have the large. Humongosaur, a Vaxasaurian that resembles a humanoid dinosaur with super strength, enhanced agility, size alteration and their tough skin are also resistant to heat.

Humongosaur

Enhanced Strength

Enhanced Durability

Enhanced Agility

Enhanced Reflexes

Enhanced Jumping

Stegosauride Features

Size Alteration

Strength Enhancement (when growing)

Quadrupedalism

Powerful Roar

Powerful Tail

Strong/Sharp Teeth

Sonic Clap

Shock Waves

Wind Resistance

Suction Immunity

Heat Resistance

Limited Space Survivability

Slime Spit

Megumi: Not only that but for speed, there is Jetray, an Aerophibian capable of flying at hypersonic speeds,  fire green neuroshock blasts from their eyes and tails and can even resist gun fire as well!

Jetray

Enhanced Speed

Neuroshock Blasts

Prehensile Tail

Prehensile/Sharp Feet

Sharp Claws

Sharp Teeth

Space Survivability

Hyperspace Entrance

Speed Swimming

Underwater Breathing

Heat Resistance

Fire Generation (via Neuroshock Blasts)

Enhanced Stamina

Enhanced Agility

Enhanced Strength

Enhanced Durability

Electricity Immunity

Toomi: Then we have Ben's personal favourite alien, Feedback, a Conductoid that can absorb and redirect energy, most commonly electricity. This ability is refined to the point that Conductoids can redirect any type of energy and an infinite amount at near point-blank range. They absorb energy through the plug-like conductors on their antennae, tail, and fingers. They can also absorb energy out of living beings

Feedback

Electrokinesis

Energy Absorption

Energy Redirection

Enhanced Strength

Enhanced Durability

Enhanced Dexterity

Enhanced Agility

Enhanced Jumping

Enhanced Reflexes

Enhanced Speed (on electrical lines)

Radiolocation

Quadrupedalism

Electrokinetic Levitation

Electrokinetic Flight

Space Survivability

Sharp Teeth

Elastic Antennae Tentacles

Gas Immunity

Megumi: And remembered when we said that Humongosaur is big? Well it turns out Ben has an alien bigger than Humongosaur, and it goes by the name Ultrama...I mean Way Big! Yeah Way Big!

Sachi: A To'kustar created from a Cosmic Storm, Way Big is not only gigantic, but he is insanely strong, capable of throwing targets into orbits from planets with an atmosphere as thick as Earth's atmosphere as well as firing a powerful cosmic ray from their hand.

Way Big

Enhanced Strength

Enhanced Durability

Enhanced Dexterity

Enhanced Agility

Enhanced Acrobatics

Enhanced Reflexes

Cosmic Rays

Sharp Head Fin

Sharp Arm Blades

Sharp Shoulder Blades

Sharp Wristbands

Space Survivability

Temperature Resistance

Enhanced Speed

Toomi: But there is one alien that dominates all of them completely. And it goes by the name Alien X

https://www.youtube.com/watch?v=b8owj0HjIlo

Alien X: Alien X! Seconded! Water stopping motion carried!

Alien X

Omnipotence

Super Strength

Super Speed

Cloning

Time Manipulation

Invulnerability

Regeneration

Telekinesis

Growth

Expert Martial Artist

Megumi: And truth to be told, Alien X sure is a force to be reckoned with. With his time reversal powers, Alien X managed to turn back time which thus saved his allies from a tsunami of water though he ended up becoming motionless for the rest of the episode.

Sachi: You see, it turns out that in order for Celestialsapiens like Alien X to move, all his personalities must agree otherwise all that power is pretty much meaningless.

Megumi: But look at the bright sight, Ben gained full control ever since that incident.

Toomi: By letting Serena and Bellicus argue for eternity, though he still have to consult them before gaining control in which he has gotten better at.

Sachi: Being a Celestialsapien, Alien X is omnipotent, being able to warp reality, time, and space with ease and at any level he wishes. Even his thoughts can become real.

Megumi: In other words, he can do anything.

Toomi: Alien X can create time waves to reverse time, possesses incredible speed, strength, invulnerability and the ability to create clones of himself. In fact, he can in even create a whole new universe without effort.

Megumi: But even without Alien X, Ben has defeated countless foes as his other aliens, with Four Arms being capable of beating the likes of Kevin, Vilgax, Princess Looma, Sixsix and Vulkanus.

Sachi: And Heatblast fire is hot enough to melt metal, burn literally anything he touches, take hits from Vilgax and even survive explosions powerful enough to incinerate buildings.

Feats

Saved the universe multiple times

Always shows great physical strength

Made many enemies since he was 10 years old and is somehow still alive

Attained FAR MORE than 10 alien forms: Currently 65 known aliens, and about 10,000 in the future.

Able to dodge lasers in human form.

Survived getting crushed.

Great strategist.

Survived an attack that destroyed the universe

Witnessed the beginning of the universe

Four Arms defeated Vilgax, Kevin, Princess Looma, Vulkanus, Sixsix, Sssserpent and Dr Animo

Heatblast stopped a forest fire after accidentally starting it

Heatblast defeated the Limax, Kevin, Megawhatt, Rojo, Clancy, Hex, Mr. and Mrs. Mann, Viktor, Tetrax and SevenSeven.

Heatblast destroyed a mall while sleepwalking

Heatblast broke out of Ultimate Big Chill's ice

Eye Guy is the first alien to be unlocked offscreen; this trend would later be followed by Arctiguana, Spitter, Feedback, and Fasttrack.

Eye Guy defeated Negative Ten and Mad Rook

Upgrade defeated the Circus Freaks, Rojo, Kenko, the Mummy and Otto

Grey Matter disabled the shields on the Chimerian Hammer during the events of And Then There Were 10.

Grey Matter hacked in Krabb and Sixsix, defeating them both

Grey Matter defeated a Null Guardian and trapped Phil in the Null Void

Grey Matter saved a drowning man from some sharks.

Grey Matter stopped some thieves from stealing the Liberty Bell and won an MP3 player in a contest.

Grey Matter stopped the Vreedle Brothers from shooting at him and Rook.

Grey Matter and Brainfrog repaired each other's Omnitrices.

Humungosaur saved Baz-l from an exploding ship.

Humongosaur defeated Highbreed, Darkstar, a Nanochip swarm, Captain Nemesis, Vulkanus

Jetray can fly into hyperspace

Jetray defeated Alan, Ra'ad and Eon

Feedback defeated Malware, Megawhatts, Violet Offenders, Argost, Liam, Phil, Negative Ultimate Humungosaur and Subdora

Feedback absorbed the Big Bang

Way Big is Ben's 6th most powerful alien

Way Big defeated Vilgax, Dr. Animo, Stalker, Garbage Monster, Dagon,

Way Big managed to stop the war between the red and blue armies by accidentally destroying the statue of Zabin

Way Big threw a Vilgax the same size as him out of the Earth's atmosphere

Alien X reverse a tsunami by reversing time

Alien X can deflect energy projectiles easily

Like other Celestialsapiens, Alien X can erase anybody with a single blink

Alien X survived a universal exploding bomb

Alien X defeated the Galactic Gladiator

Alien X singlehandedly stopped Vilgax's invasion by reversing Psyphon's cannon, thus sending both Vilgax and Psyphon into another dimension

Alien X beats down a group of Plumbers effortlessly with full control

Ben gained full control of Alien X

Alien X recreated a whole new universe

Toomi: But one of the most impressive things Feedback has done is the time he absorbed the Big Bang itself.

https://www.youtube.com/watch?v=MEg1aYAWS1I

<Shows footages of Feedback absorbing the Big Bang itself>

Megumi: Damn, it's no wonder why Ben was able to save the universe more times than he could count.

Toomi: However, due to Ben's inexperience, he has not reached the level to fully utilize his alien's full potential cause he's a teenager and all.

Sachi: And his aliens has weaknesses, with Pyronites being weak against water and extreme colds and many of his aliens having been dominated by stronger aliens.

Megumi: And those with the fact that some of his aliens have natural predators that eats them.

Weakness

Cocky and arrogant

Transformations have time limits

Has a chance of transforming into a different alien than the one he chooses

Still has not mastered all his forms

Young and inexperienced

Some of Ben's aliens have natural predators that can counter Ben's aliens powers

Toomi: And contary to popular beliefs, Alien X isn't limitless. Muliversal level beings can kill Alien X and planets as inhabitable as Anur Vladias is so harsh that even Celestialsapiens cannot survive on it.

Sachi: And Ben has the occasions of getting the wrong aliens.

Megumi: But knowing the future where Ben became a renowned hero known as Ben 10 000, we can all count of Ben as the  first and best line of defense against any and all major threats.

https://www.youtube.com/watch?v=qXWdEqVjAvU

Ben: It's Hero Time!

Iron Man suits up for What if Battles

https://www.youtube.com/watch?v=ql9-82oV2JE

<Cue: You're Gonna Go Far Kid by The Offspring>

Toomi: You would be forgiven for doubting the destiny of genius, billionaire, playboy, philanthropist, Tony Stark.

Megumi: Yeah, cause you can add "massive prick" to that list, too!

Sachi: Tony's parents died when he was still young, leaving the mind-bogglingly brilliant prodigy to inherit a multi-billion dollar tech company. So with his parents out of the picture, Tony lived it down in nothing but parties, women, alcohol and sex.

Toomi: Which was problematic, considering he made his fortune as a part of a military industrial complex, selling devastating high-tech arms to the highest bidder.

Megumi:  And Tony got to see his handiwork firsthand when it literally blew up in his face!

https://www.youtube.com/watch?v=hEIexwwiKKU

<Shows footages of the Stark Bomb exploding>

Toomi: Tony never had much of a heart to begin with, but after that, he literally had even less. Unlike so many men of weaker spirit though, Tony refused to give up. He was made of tougher stuff. He was made of iron.

Megumi:  So he built himself a robot suit to bust the hell out of there, and when he got back to the good ol' US of A, he devoted his life to protecting the world from the kinds of weapons he helped make, by making an even better robot suit and becoming a superhero!

Sachi: Except that unlike most superheroes, Tony doesn't care about a secret identity, basically straight up revealing his secret identity to the world.

https://www.youtube.com/watch?v=aNNdVZ-mVy4

Tony: I am Iron Man

Toomi: Building new suits of armor wasn't just a hobby for Tony, but an obsession. Over the course of his long career as a founding member of the Avengers, he has constructed dozens of different models, which he can call to him at once, like a literal one-man army.

Megumi: Most of his armors come with the same basic tool kit: Super strength, massively hypersonic flight and repulsor blasts.

Sachi: Repulsors are extremely dense beams of muons, unstable subatomic particles similar to electrons. They're actually really interesting. You see, they're classified as leptons, which don't have any known substructures, just sort of like...

https://www.youtube.com/watch?v=fbcAK9kGqes

Voice: IMMA' FIRIN MAH LAZOR!!!

Toomi: His armors also come with onboard A.I., like Friday, which can hack into enemy technology, command his other suits to fight remotely, and operate down to the picosecond. That's one trillionth of a second.

Megumi: Even outdated armors are strong enough to blow up a chunk of rock as big as Manhattan. By taking a look at its speed, Tony's armor would have to hitting with an energy of nearly three hundred teratons of TNT. That's three times stronger than the asteroid that wiped out the dinosaurs.

Iron Man

Super-Genius Intelligence

Engineering Expert

Expert Tactician

Skilled Combatant

Trained Marksman

Acrobat

Indomitable Will

Super Strength

Super Speed

Flight

Energy Absorption

Environmental Protection

Magnetism & Anti-Magnetism

Onboard Computer

Sensor Array

Override

Repulsor Ray

Unibeam

Tri-beam

Multi-beam

Pentabeam

Omnibeam

Lasers

Pulse Bolts

Energy Blade

Pulse Barrage

Smart Missiles

Hyper-velocity Impact

Self-Destruct

Sol's Hammer

Iron Man Armor Model 51

Model 13 the Module Armor

Endo-Sym Armor

Virtual Armor

Godbuster Armor

Megumi: He's got an armor to bust Hulks, an armor to bust Thors, an armor that can turn intangible, a super tiny armor that can mess with your insides, and an armor made of white sticky alien goo.

Sachi: That is his Endo-Sym armor. Part metal, part scary space alien parasite, Tony can summon it telepathically, use it to imprison his foes, and even suck up electromagnetic fields.

Toomi: Perhaps his greatest invention of all, however, was the eScape, an entire virtual universe where the only limit is his imagination.

Megumi: And because Tony's nothing if not predictable, he made an armor out of it. That's right, he made an armor out of a universe.

Toomi: This Virtual Armor is composed of solid holograms that can form any weapon Tony can think of, but even it likely cannot compare with the armor Tony created inside the eScape, the Godbuster.

Sachi: As the name suggests, the Godbuster is absolutely powerful. It can go toe to toe with Celestials, Gods that can warp the the multiverse, it also destroyed the entire eScape in a single blast, along with the AI controlling all of it.

Feats

Built various Iron Man models for any situation, including the Hulk-Buster armor, Thor-Buster armor, and Phoenix-Buster armor

Created his first RT Node 'in a cave with a box of scraps'; yet other scientists could not recreate such technology with an unlimited budget

Lifted a 16,000-ton nuclear reactor

Withstood a nuclear explosion at 2% power

Easily defeats Crimson Dynamo within milliseconds

Outruns a black hole

Shielding resisted a blast from Mandarin's Spectral Ring

Odin, All-Father, and Father of Thor, respects him

Tanks an explosion from a helicarrier

The mystical sword; Excalibur considers Iron Man worthy enough to wield its power

Took down the Hulk with his Hulkbuster armor

Created a new element to replace the palladium in his Arc Reactor, which Nick Fury states would be able to reignite the Tesseract

Iron Man is feared by Malekith and the Dark Elves

Takes on the entire X-Men by himself

Out of all the Avengers he fights, Count Nefaria considers Iron Man the most dangerous save Thor

A planetary wide EMP, more powerful than all nuclear bombs ever existed exploding simultaneously, couldn't shut down his armor

Once defeated an enraged She-Hulk with a single punch

Speed blitz Cyclops who possesses half of the Phoenix Force

Shielding withstands a blast from final form Ultron, who easily took on an entire army of superheroes and supervillains by himself

Tanked multiple blows from Sentry

Held his own against Madame Viper in hand-to-hand combat

Dominates Red Hulk

Can react in a picosecond[5]

The first human to wield the Infinity Gauntlet but is unable to handle the strain and dies afterwards from using it

A leader of several superhero groups including co-leader of The Avengers alongside Captain America, led the Pro-Superhuman Registration Act faction of The Avengers during the Civil War, and the Illuminati

Forbes Magazine declared Iron Man to have a $12.4 billion net-worth: making him the richest non-political comic book character

In an alternative universe, killed Red Hulk... (The Punisher vs Marvel Universe)

Defeated the Human Torch with one hit

Endo Sym Ironman defeated all of his other suits

Beats up Magneto who is powered by the magnetic fields of several planets

Survived a chunk of Titan's moon fall on top of him

One of the only Avengers to draw blood from Thanos, earning the Titan's respect

Managed to hold his own against both Captain America and Winter Soldier at the same time, even getting the upper hand on them multiple times

Beat Reed Richards in chess five times

Made Sentry bleed

Isolated a command signal in picoseconds

Survived nuclear explosions at 2% power

Created a genetic clone of Thor

Shattered the Phoenix Force

Defeated Ultron, Mandarin, Korvac, Thanos

Toomi: Although Tony is a mere man who finds himself fighting with and against unimaginably powerful beings, he has proven time and time again that technology can compete with the world's greatest superheroes.

Megumi: Not to mention, his suit can actually learn and predict its opponent's next move, and withstand the fury of several nuclear bombs! DO NOT underestimate the Golden Avenger.

Toomi: However, Iron Man isn't without flaws. His carnal desire for alcohol and sex makes it hard for him to have a stable relationship with people and his alcoholism isn't really a habit he has been able to kick.

Sachi: Not to mention, Iron Man's reckless, head-first mentality is responsible for landing him IN trouble just as much as it is for getting him OUT of it. This has led to him setting off a civil war between superheroes, and pissing off the all-powerful Phoenix Force into killing Charles Xavier.

Megumi: And remember the secret identity thing we said earlier? Well Iron Man forced Spider-Man to unmask himself in public which ends up endangering Mary Jane and Aunt May's lives from Spider-Man's enemies like Kingpin who attempted to kill the latter.

Weakness

Dependent on RT node

Without it, Tony suffers potential heart damage due to shrapnel embedded into his chest.

Override can lead to system failure if left unchecked

Certain armors have failed in the past

Has no superpowers without his suit.

Technomancers (like Dr. Doom) or magnetic superhumans (like Magneto) have effortlessly ripped apart Ironman's suit.

However, Ironman can 'demagnetize' some of his suits to compensate dueling Magneto.

Suits have limitations in their durability

Superior metals exist throughout Marvel; Adamantium, Vibranium, and Uru just to name a few.

Suits have little to no resistance against reality warping gods.

Some of his suits can rust. This was a significant weakness in classical Ironman comics, but modern Ironman does have weather and rust resistant armor. Still, even for modern Ironman; time powers and strong chemicals can rust the armor.

Despite being a genius; Tony isn't the most stable hero.

Suffers from a guilt complex

Has a huge ego

Struggles with alcoholism

Created Ultron as a 'peacekeeping program' (MCU)

Kidnapped the future predicting Ulysses from the Inhumans just to figure out how his brain worked

Was a former Arms Dealer

Responsible for many questionable acts during Civil War

Created Ragnarok, a clone of Thor who killed Goliath

Convinced Spider-man to unmask himself to the public

Built a prison to house unregistered superheroes in the Negative Zone

Forced supervillains to hunt down unregistered superheroes

Responsible for shooting Hulk into space

Toomi: But Iron Man's biggest and most vital weakness is his RT Node. As due to the injury he sustained from his bomb, Iron Man needs it to stop the sharpnel in his body from piercing his heart. Removal of it can be fatal as it leads to Tony suffering a cardiac arrest.

Sachi: And he has no superpowers without his suit.

Megumi: After a life wallowing in vice and pleasure, Tony rebuilt himself into a man he could be proud of, someone who could sacrifice everything to save the world. I guess that is "Proof that Tony Stark has a Heart"

https://www.youtube.com/watch?v=TWB31WFomz4

Iron Man: And I...am...Iron Man

Toomi: Alright, the combatants are set, let's end this debate once and for all.

Sachi: Don't forget to vote, comment what you think of the fight.

Megumi: Yeah, but right now, it's time for a Death Battle!

Fight

Evening

On a typical Evening on a Sunday, all seems to be peaceful.

Until all of a sudden...

VROOM!!!

A car loaded with cash drove across the road at rather high speed, running past the red lights in it's way.

However, the car is not alone.

WHOOSH!!!

Racing after the car is Ben Tennyson in the form of XLR8, persuing the robbers in an attempt to catch them.

However, right at that moment, something landed in front of the car, causing it to go off in a massive explosion.

KABOOM!!!

Shocked, XLR8 halts in his tracks as he looks, watching as an armored figure lands in front of the blazing inferno, dropping down the two robbers onto the floor as he sighs out in satisfaction.

Iron Man: Whew! All in a day's work. Hm?

Iron Man looks, staring at XLR8 as the Kineceleran transforms into the form of a young 16 year old boy.

Ben glares at Iron Man as he demands out.

Ben: Hey! What gives?!

Iron Man: Sorry kid, this job is for the grown ups.

Ben: Oh no, you don't get to say that after you blew up that car. You could have killed them!

Iron Man then notices the Omnitrix on Ben's wrist and he said to him.

Iron Man: Say kid, that watch of yours looks interesting. Mind if I take this back to Stark Towers and see it?

Ben refuses.

Ben: No way. You're not the first guy to try and take this from me! It's Hero Time!

Ben then switches to Four Arms before slamming down onto the watch, transforming into Four Arms.

Announcer: Fight!

https://www.youtube.com/watch?v=AJB4y4XH-P8

<Cue: Dreamin ChuChu by Lizz Robinett>

Iron Man stares in shock as the four armed crimson Tetraman leaps out of the smoke, throwing multiple punches at him.

Iron Man parries the blows, raising up his hand just as Four Arms threw all four fists right at him, sending him stumbling back with a single blow.

BAM!!!

Iron Man crashes back first into the wall, looking up before flying upwards, narrowingly dodging a punch from Four Arms.

Iron Man dives down, kicking Four Arms in the face.

WHAM!!!

Iron Man attacks Four Arms with a flurry of punches and kicks.

WHAM!!! BAM!!! POW!!!

Four Arms slams his hands together, creating a shockwave to which Iron Man blocks before grabbing onto him, throwing the Tetramand straight towards a building.

CRASH!!!

Four Arms grits his teeth as he slams back first into a wall before a bright green light flashes, with Ben transforming from Four Arms into Eyeguy.

Eyeguy: Eyeguy!

Iron Man flies up, staring down just as Eyeguy lands feet first onto the floor, aiming all his eyes up as he fires a barrage of eyebeams right at Iron Man.

THOOM!!!

Iron Man thrusts his hands out, firing several repulsor rays at Eyeguy.

PIU!!! PIU!!!

Barrages of lasers flies across the air, exploding around the two.

KABOOM!!! KABOOM!!!

With smoke covering the area, Iron Man activates his scanner, surveying the area for any sign of his opponent.

At that moment, a burst of fire escapes from the smoke, shocking Iron Man.

Iron Man: What?

FWOOSH!!!

Iron Man recovers from that brief explosion, staring just as Heatblast comes flying out, slamming into him.

WHAM!!!

Iron Man: WHOOOAAAA!!!

Iron Man screams out as he was sent crashing onto the ground.

CRASH!!!

Heatblast then charges up a burst of fire before combusting a rather powerful blast of fire down onto Iron Man.

FWOOM!!!

Iron Man looks up just as his entire armor went off in a fiery explosion.

KABOOM!!!

Burnt pieces of sharpnel rains onto the floor as Heatblast lowers himself onto the ground, smirking in triumph.

Heatblast: Heh! Looks like you're toasted!

???: Nah, not really.

Shocked, Heatblast looks up, finding himself staring not only at the real Iron Man wearing his Adamantium Armor, but noticing that Iron Man is not alone.

Flanking him from behind is a literal army of Iron Man suits as Iron Man says to Heatblast.

Iron Man: You sure are persistent kiddo, but luckily, I have a suit to take on hotshots like you!

As if on cue, all the Iron Man suits began flying down, prompting Heatblast to fly up.

FWOOSH!!! BOOM!!!

Explosion rings across the city as Heatblast is locked in battle with the numerous Iron suits, destroying them while dodging the relentless barage of repulsor rays, uni-rays and missiles.

As Heatblast rips an Iron Suit in half, Iron Man swoops down, striking Heatblast by the back.

WHAM!!!

Right at Heatblast recovers, Iron Man swoops downwards, only for Heatblast to transform.

BUSSSH!!!

Iron Man: Huh?

Realizing that Heatblast is nowhere to be seen, Iron Man looks around, searching for him.

Unknown to Iron Man, Ben now in the form of Grey Matter quietly crawls into the insides of Iron Man's suit, preparing to hack into it.

Grey Matter began ripping out wires and circuits, disabling Iron Man's armor from the inside.

Noticing power abnormalities occuring, Tony asks his AI.

Iron Man: Friday?

Friday: We have some weapon systems off line.

Iron Man: What?

Grey Matter: Why not try this on for size?

Grey Matter declares out, prompting Iron Man to ask.

Iron Man: Who's speaking?

Grey Matter: That voice in your head. Here to kick your butt.

Iron Man: Friday?

Friday: Detolling fire depression system

The AI immediately activates the fire depression system within the armor, creating substance similar to the gas of fire extinguishers in an attempt to smoke out Grey Matter

Grey Matter: Cough! Cough!

Grey Matter coughs out as he jumps out of Iron Man's suit, landing on a flying Mark 53 model below before transforming again.

BUSHHH!!!

Iron Man stares in shock as he finds himself staring at what looked like an upgraded version of his Mark 53 model, a black and green Galvanic Mechamorphic version of his suit.

Utilizing the weapons within the suit, Upgrade began firing a barrage of blasts at Iron Man.

THOOM!!! THOOM!!! THOOM!!!

Iron Man activates his shield, bypassing the projectiles before closing in onto Upgrade, throwing a punch right at him.

WHAM!!!

Big mistake.

Just as Iron Man's fist connects onto Upgrade, Upgrade began seeping out of the Iron Man suit before entering the one Tony is in, hacking into it.

SPLORP!!!

Realizing what was happening, Iron Man quickly detaches his armor, jumping out just as the armor loosens, shocking Upgrade.

Upgrade: What?

While falling, Tony commands to Friday.

Tony: Friday, activate self-destruct.

While a new armor began forming around Tony's body, the Iron Man armor that Upgrade currently possessed went off in a massive explosion.

KABOOM!!!

As the explosion dies down, Upgrade lands onto the roof of a bus, groaning out in pain.

Upgrade: Aw man.

Pushing himself up, Upgrade says to himself.

Upgrade: Good thing I can heal from that. Looks like it's time to catch things up.

BUSSSHHHH!!!

Upgrade then transforms into Jetray, flying up into the air while firing a blast of laser from his eyes.

VREEEEEE!!!

The blast instantly incinerates the remaining three Iron suits up in the air, causing them to go off in a massive explosion.

KABOOM!!!

Jetray watches as Iron Man flies towards him, now donning his Virtual Armor before the two flies at super speed, clashing into each other.

WHAM!!! BAM!!! POW!!!

Despite Iron Man's efforts however, Jetray's speed completely trumps over his as the Aerophibian fires a blast of laser from his tail, striking Iron Man in his chest.

VREEEE!!!

THOOM!!!

Iron Man: AAAAHHHHH!!!

Iron Man screams out as he crashes onto the ground.

THOOM!!!

Jetray swoops down, only for Iron Man to order out to his AI.

Iron Man: Friday, fire the hammer!

Jetray: What?!

Jetray stares up in the sky in shock and horror as Tony's personal Dyson sphere began charging up a powerful blast of energy, raining it down onto the Aerophibian.

THOOM!!!

Jetray attempts to fly away only for the blast of the Sol's Hammer to strike down onto him.

BOOM!!!

However, the fight is still far from over.

BUSSH!!!

Jetray transforms into Feedback, absorbing the power of Tony's super weapon as he groans out.

Feedback: Man, I gotta say I'm impressed. Nearly got me there.

Iron Man: Oh yeah? Well let's see you take this! PROTON CANNON!!!

Iron Man fires a powerful blast of his Proton Cannon, prompting Feedback to thrust his hand out, sending the power of the Sol's Hammer right at the Armored Avenger.

THOOM!!!

Both blasts connects into each other before going off in a massive explosion.

KABOOM!!!

https://www.youtube.com/watch?v=Q-v6io4lIew

<Cue: Girls Power by KARA>

As the smoke clears, two large figures bursts out of the smoke, heading right towards each other

Humungosaur and the Hulkbuster clashes as the sheer impact of their punches began creating massive booms of shockwaves across the city.

BOOM!!!

As the Hulkbuster swings it's arm out, Humungosaur grabs onto it before giving a hard tug, tearing the arm off.

CRANK!!!

However, right at that moment, the boosters of the detached arm began activating, pulling Humungosaur up into the air.

WHOOSH!!!

Humungosaur: WHOOOAAAA!!!

As Humungosaur is dragged across the floor, the Hulkbuster sat on top of him, using it's remaining arm to punch the Vaxasaurian repeatly in the face.

WHAM!!! WHAM!!! WHAM!!!

Iron Man: Go to sleep. Go to sleep. Go to sleep.

Iron Man begs as he continues to punch Humungosaur, hoping the Vaxasaurian would at least faint from the repeating blows he received.

However, Humungosaur transforms again, growing from a humanoid dinosaur into a giant humanoid.

BUSSHHH!!!

The transformation alone immediately sents the Hulkbuster flying it crashes onto the ground.

Iron Man detaches the head of the Hulkbuster, staring up at what looks like the biggest alien he has ever seen.

Ben has transformed into Way Big!

Way Big then crouches down, throwing repeated punches down onto the Hulkbuster, taunting Iron Man in the process.

BAM!!! BAM!!! BAM!!!

Way Big: Yeah. You like that?

Way Big then stood up before slamming his feet down onto the Hulkbuster, crushing it underneath the sheer weight of his foot.

THOOM!!!

Way Big: Ew. I stepped on loser.

However, right at that moment, several white liquid like particles began circulating around Iron Man, donning him in another armor.

SHING!!!

Way Big stumbles back, watching in shock as Tony Stark is not only alive from the attack, but is now donning a silver looking armor.

Now in his Endo Sym Armor, Tony smirks as he says,

Iron Man: You know what they say, the bigger they are the harder they fall.

Enlarging the size of his hands, Iron Man swings it outwards, slapping Way Big back.

WHAM!!!

Way Big narrows his eyes as he throws his fist down, attempting to punch Iron Man only for the Armored Avenger to dodge before firing several blasts of lasers and missiles at the To'Ku Star.

THOOM!!! THOOM!!! BOOM!!! BOOM!!!

Iron Man then flies up, dodging a blast of energy from Way Big's Cosmic Blast.

THOOM!!!

Concentrating the power around his chest, Iron Man charges up a powerful Omnibeam, firing it right onto Way Big.

A flash of light surrounds the To'ku Star, transforming the alien once again.

BUSSSHHHH!!!

As the Omnibeam closes in, right at that moment, something stops the blast right in it's tracks, shocking Iron Man.

Iron Man: What?

Iron Man stares in disbelief at the new alien standing or floating in Way Big's place.

Although the alien is much smaller compared to his previous transformation, something about the alien seems way more powerful than the last nine forms the 16 year old boy took.

Ben has transformed into Alien X!

As Iron Man is scanning the Celestialsapien, he listens as Friday warns him.

Friday: Proceed with caution, uncertain amount of power emits from this one.

Iron Man: Yeah I can see that Friday.

Iron Man snarkily comments out only for Alien X to teleport right in front of him.

ZZZTTTT!!!

Before Iron Man could react, Alien X flicked his finger, the simple movement sends a massive amount of force powerful enough to send Iron Man flying up into the sky.

Flik! THOOM!!!

As Iron Man halts in the air, Alien X caught up to him, striking him in the back with a knee.

WHAM!!!

Alien X then throws a punch, sending Iron Man flying downwards.

BAM!!!

As Iron Man is flying downwards, Alien X teleports down, stopping Iron Man as he began attempting to erase Iron Man, explaining his power to him.

Alien X: This is Alien X. And you are finished.

Not willing to give up, the Endo Sym armor around Tony began detaching itself as Iron Man shouts.

Iron Man: To hell with this!

BOOM!!!

The Endo Sym Armor explodes around Alien X, although the explosion doesn't hurt him, it was more than enough for Iron Man to use his Virtual Armor to create an energy blade.

VROMM!!!

Iron Man then plunges it into Alien X, stabbing the Celestialsapien hard in the chest.

SHOK!!!

Alien X: ARGHHHHHH!!!

Although he is injured, Alien X rotates his hands around, using his time manipulation powers to reverse time, reversing back to the part where he was about to erase Iron Man.

WHOOM!!!

Iron Man: To hell with this!

As Iron Man attempts to detach the Endo Sym Armor from his body, Alien X uses his telekinesis, holding the armor in place before the Celestialsapian throws Iron Man down into a building.

CRASH!!!

Alien X folds his arms as he says to Iron Man.

Alien X: Now sit back there and stay down.

However, despite how one sided this battle may seem, Iron Man still has one more ace up his sleeve.

A rocket flies out of the building, exploding right onto Alien X.

BOOM!!!

Unfazed, Alien X watches as something flies out.

But this time, Iron Man is no longer wearing his Endo Sym Armor.

Now donning a suit covered in cannons and a much stronger armor, Iron Man says to Alien X.

Iron Man: I got to admit. That power is incredible. Like that of a God. But luckily, I got a suit for everything, including busting Gods like you. Behold, the Godbuster.

Iron Man and Alien X then closes in, their strength now equal as the two began exchanging blows amongst themselves.

WHAM!!! BAM!!! POW!!!

Alien X winces as Iron Man throws a punch, sending him flying back.

BAM!!!

Alien X stops before splitting himself into what looks like hundreds of clones before swooping down onto Iron Man.

Iron Man grabs onto an Alien X, throwing him down onto another Alien X before firing a blast from his chest, incinerating another Alien X closing in onto him.

THOOM!!!

Iron Man quickly raises up his arms, creating a shield around him as the Alien X clones began attacking him with repeated blows.

WHAM!!! BAM!!! POW!!!

However, it was right there when Iron Man fires a powerful Omnibeam from his chest, incinerating every Alien X clone except one.

THOOM!!!

Alien X narrows his eyes, plunging down as he slams into Iron Man.

BAM!!!

Iron Man grabs onto Alien X, throwing him over his shoulder before kicking him upwards.

WHAM!!!

As Alien X halts in his place, right at that moment, Alien X notices something happening around him.

What looks a model of an Iron Man armor began engulfing around Alien X, attempting to squeeze him as Iron Man explains.

Iron Man: Model 58, the Nano Armor. Gave it to you with that kick.

Alien X then enlargens his body, shattering the armor only for that to give Iron Man the opening he needs.

Iron Man: This ends now!

Iron Man then fires a powerful blast of energy of energy from his chest, hands and cannons, launching it right onto Alien X.

THOOM!!!

Alien X: ARGHHHHHHH!!!

Alien X screams out in agony as he forcefully reverts back into Ben who then slowly disintergrates into nothingness.

KABOOM!!!

As the explosion dies down, Iron Man lands onto the ground, deactivating his armor as he limps out of the suit, coughing out blood as he says to Friday.

Iron Man: Friday...I could use a drink.

KO!

https://www.youtube.com/watch?v=MHqXiXTZm20

<Cue: Love, Again by CHIHIRO>

Megumi: Man, that sure was something.

Toomi: Surprisingly, both Ben and Iron Man's versatility and their quick thinking certainly makes this match far closer than most might think. With Iron Man's armors and Ben's aliens having different powers to counter each others.

Sachi: Iron Man's capability of taking down martial artists with super strength like Captain America and Captain Marvel with even his own standard armor makes him tough enough to go up against Four Arms and his speed makes him too fast for Eyeguy to even hit him considering the fact that even slower enemies has succeeded in dodging Eyeguy's attacks.

Megumi: But Ben has aliens that can hack into Iron Man's suit like Grey Matter who can go Ant Man on him and there is Upgrade who can hack his suit which is technology and all.

Toomi: Except that due to Tony's past history of having his suits hacked, who's to say he wouldn't have created a counter to those? By either smoking out Grey Matter or just removing his suit and switching onto the next.

Sachi: And having dealt against the Human Torch who can emit fire hot enough to create Supernovas which is something that Heatblast can also do, means that Iron Man can't really burn to death, especially wearing armor that tough.

Megumi: With the Hulkbuster and Endo Sym Armor going toe to toe with planetary busters like Hulk, Ben don't really have any luck with aliens like Humungosaur and Way Big and though Feedback and stop a planetary level blast from the Sol's Hammer, do note that it can already destroy a planet with only 2 percent of power so it's still unknown what it could do a it's fullest potential.

Toomi: With Iron Man's versatility and his armor's powers to go toe to toe with the strongest beings in Marvel, this makes Iron Man capable of fodderising most of Ben's aliens, except Alien X.

Sachi: With Alien X's speed, strength and Godlike attributes, Iron Man's limits in his other suits makes this a complete disadvantage for Iron Man, especially since the Endo Sym Armor has no defenses against erasure level attacks and time manipulation.

Toomi: With all that, there are ways Ben could take the win such as destroying Iron Man's armor and just straight up erasing him as a human since Iron Man's human body cannot take attacks of universal levels.

Megumi: Except he has an armor that can.

Toomi: The Godbuster Armor has taken attacks from Celestials, beings that creates universes, manipulates the events that takes place in the multiverse itself, pretty much everything that Celestialsapiens can do.

Sachi: While Alien X's feats to create an entire universe is impressive, Tony's Godkiller Mark 2 held it's against a Mad Celestial,beings that could almost defeat an adult Franklin Richards that can make a well-fed Galactus his herald.

Megumi: Keep in mind,a well-fed Galactus has the power to threaten INFINITE universes and even KILL a Mad Celestial.

Toomi: Having the power, versatility, brains and resources at his disposal, Iron Man has every means to counter all of Ben's aliens to take home this victory.

Megumi: This result sure is a stark Ben out of Ten

Sachi: The winner is Iron Man

Iron Man: Alright...yay! Alrighty; good job, guys. Let's just not come in tomorrow, let's just take a day. You ever tried shawarma? There's a shawarma joint just two blocks from here. I don't know what it is but I wanna try it.

Toomi: Hey guys, thank you so much for checking out our battle in What if Battles 2.

Sachi: If you want more content like this, don't forget to add this in your library and comment if you have any idea for a fight.

Megumi: Until then, next time on What if Battles...

Up Next

Osmosis Jones

VS

White Blood Cell

Osmosis Jones vs White Blood Cell

Trivia

* The connections between Ben Tennyson and Iron Man is that both combatants are ordinary humans who despite lacking any superpowers, are equipped with technology that allows them to go toe to toe with even the most powerful beings in their universe, the Omnitrix for Ben and Iron Man's suits for Iron Man

* Both combatants also have a large number of forms that they take in their battles, with Ben switching from alien to alien and Iron Man switching from suits to suits

* Both Four Arms and Iron Man are red in color and are capable of matching martial artists in unarmed combat, the two also downed a muscular female brawler, Princess Looma for Four Arms and She-Hulk for Iron Man

* Both Eyeguy and Iron Man can fire blasts from literally most parts of their body

* Both Heatblast and Iron Man can fly and create explosions with fire based attacks. With Iron Man facing off Human Torch who shares some similarities with Heatblast

* Both Grey Matter and Tony Stark have incredible intelligence that they use to hack and learn literally any machine they see

* Both Upgrade and Iron Man are capable of hacking with Iron Man having his Endo Sym suit's polymorphic body similar to Upgrade's own body

* Both Iron Man and Jetray are red and yellow in color, can fire beams from their bodies and even fly at speeds faster than light

* Both Feedback and Iron Man are capable of absorbing energy and throwing it back at their enemies. The two also using electricity as a power source with Feedback absorbing electricity to power himself up and Iron Man's need to charge his suit and his Endo Sym Armor can absorb electrical energy

* Both Humungosaur and the Hulkbuster are large tanks and muscles used for combating larger and stronger opponents

* Both Alien X and the Godbuster Armor possesses Godlike strength which was used for fighting against Gods, the Mad Celestial for Iron Man and the Galactic Gladiator for Alien X with the Clestialsapien having powers similar to the Celestials

* This is the second time a Ben 10 character fights a Marvel character, the first being Kevin Levin vs Absorbing Man

* This is the twelfth time a Marvel character won a What if Battle, the first being Ego vs Mogo, Gwenpool vs Spider-Gwen, Miles Morales vs Izuku Midoriya, Spiderman vs Ruby Rose, Spider-Gwen vs Batgirl, Thor vs Vegeta, Scorpion vs Ghost Rider, Gwenpool vs Harley Quinn and Black Manta vs Cyclops, Hulk vs Broly Remastered, Jiren vs Thanos and Kevin Levin vs Absorbing Man

* This is the third time a Ben 10 character loses a What if Battle, the first being Alien X vs Sonic and Kevin Levin vs Absorbing Man

* During Iron Man's analysis, Megumi saying "Proof that Iron Man has a Heart" is a reference to the words written on his RT Node during Tony Stark's funeral in Avengers Endgame

* Despite appearing in the fight, XLR8 was not analysed mostly due to the fact he was not used for the purpose of the fight.

* The way how Four Arms switched to Eyeguy was based off the episode of Ben 10, Ben vs the Universe where the Ben attempted to fight the Galactic Gladiator with Four Arms and Eyeguy

* The way how Iron Man knocked out Heatblast is similar to how he knocked out Human Torch in the comics

* The way how Grey Matter tried to hack Iron Man's suit was based off Ant Man tearing apart Iron Man's suit in Captain America Civil War

* The part where Iron Man punches Humungosaur repeatly in the face whilst saying," Go to sleep" is based off the Hulkbuster's fight against the Hulk in Avengers Age of Ultron

* The part where Way Big punches the Hulkbuster repeatly was based off the way how Ben 10 000 punches Ultimate Kevin as Way Big

* The way how Alien X attacks Iron Man was based off the way he fought the Galactic Gladiator

* This fight also reused two songs used from two previous battles, "Dreamin' Chuchu" which was featured in Jiren vs Thanos and "Girls Power" which was featured in Captain Marvel vs Green Lantern, even more ironic when both battle featured Thanos and Captain Marvel whom had bad blood with Iron Man

* While some of Alien X's previous abilities and feats were reused from Alien X vs Sonic, most of it was redone due to the fact that unlike the previous battle, Ben is using more than one alien.

* Shockingly, Heatblast and Humungosaur were featured in Alien X vs Sonic where Ben attempted to fight Sonic with the two aliens only for Sonic to defeat them with his other forms except that their involvement is only to build up the momentum of the battle rather than actually participating in the fight, since the fight only begun when Ben turned into Alien X