Vilgax and his allies is marching though bellwood with his drones that they are tearing the town but ben and zack here came in to see the evil villains.

Zack: he don't know when to call it quit.

Ben: you're telling me, we've been fighting him for a while and he never stops.

Zack: and he think bringing albedo, pyschobos, pyschon, the four bounty hunters, hex, and charmcaster will help him win this time?

Zack: well let's get this over with.

Ben: right behind you bro.

They charge at the two and they slap there trixes and change, ben change into a blue monkey with four arms and six eyes, he is wearing a green belt on his chest with the omnitrix on his chest, zack change into big white rooster with blue strap on his chest, blades on his arms and has a mask, black shorts and has the ultimatrix on his chest.

?: SPIDERMONKEY!

?: POSITIVE KICKEN HAWK!

Vilgax: tennyason! Orion! So nice you to came and meet your doom.

P. kicken hawk: well then, bring it on!

Spidermonkey: (monkey screech) let's do this!

As they charge at the villains, Spidermonkey shoot out webs from his tail quickly making some of them blind a little then P. Kicken hawk using his hands and kicks to hit some of them and dodge it even the drones and break them apart piece by piece even spidermonkey webbing all the drones and threw them to the villains and exploded sent them flying to the ground.

P. kicken hawk: this is getting easy and I'm not breaking a sweat.

Pyschobos: (fire his beams) let's see how well you do againts us!?

Spidermonkey and P. kicken hawk dodge it, then spidermonkey use his we as a swing at kicken hawk to launch him at pyschobos to roundhouse kicken him to the air and crashed down with some drones.

P hicken hawk: like I said.

Spidermonkey: ready to give him vilgax? Your allies and drones can't take us down (screech like a monkey)

Vilgax: you'll be surprised when you have some cards up your sleeve.

He then pull out a detonator and press it then crushed it.

P. kicken hawk: what did you do?!

Vilgax: well, it's just a black hole bomb that is rigged to explode this galaxy.

Spidermonkey: are you crazy?! That will killed everybody!

P. Kicken hawk: including you! Even you won't survive!

Vilgax: so be it, if I can't rule this galaxy then I'll destroy it!

Spidermonkey and P. kicken hawk turn back to normal.

Zack: I don't think so (make an energy bubble to trap vilgax and his allies) this device gonna blow any minute.

Ben: we need to think fast!

Zack look at that device and notice the core is glowing green.

Zack: a nuclear power source! I got it!

He slammed his ultramatrix then a blue flashed as he change into a metal golem with silver coating and has the red scar and the ultimatrix on his chest.

?: POSITIVE NRG!

Then P. NRG got out of the suit to show a living humanoid blue and silver man with a jack o lantern face as he zoom in burn the black hole machine and grab the nuclear.

Ben: zack! What you doing?!

p. NRG: Something I learn from the best, brother and I'll never forget you.

Then a bright light shines at the area making ben cover his eyes as G ate it then as soon the light shines down as ben see that zack, vilgax and his allies and drones and even his ship are gone.

Ben: (eyes wide in horror) no...ZACK!

Max: (came by and put his hand on his shoulder) he is a great and brave family member, we will never forget his actions or what he did today for everyone's safety.

Ben: and a great brother to me, I hope he's up there resting in peace.

Max: he sure is.

With zack

As zack landed at the ground as he grunt a little and getting up dusting himself.

Zack: Never gonna do that again, if I do, don't know what next will happen.

He then take a look around and he is not in Bellwood.

Zack: okay either I'm from somewhere far from Bellwood or another world, (he sniff the air and look the area) yep another world. Guess I'm hard to kill.

?: excuse me but what are you doing here?

Zack: huh?

As zack turn around and see a tall woman who has long black hair. She's also said to possess good fashion sense and the way she carries herself is seen as being regal, like a high-borne lady. A teaching outfit consists of a formal white shirt, with a black business overcoat and matching skirt, green tie, stockings and high heeled shoes.

Zack: (bow a little) my name is zackery masayoshi Orion, but I prefer Zack or z , I'm lost and new around this place and area.

?: I spotted you falling from the sky and I see you here unharmed.

Zack: well at least she won't find me crazy when I tell her, I'm from another dimension, and May I ask if you don't mind what your name is since I introduce you my name.

?: the names chifuyu orimora, and I can already tell that you're not from around here.

Zack: how about somewhere private and some people you can trust to know this as well, I'll give you the details and you give me one about this world and what business you're in, as I can tell you can train some people to physical and mental at some school to some technology even people from different country. (Chifuyu small smile)

chifuyu: your quick mr orion, follow me.

Zack: okay.

They went to a school that is an island and some building around.

Zack: interesting, and island for a school not bad.

Chifuyu: this is the I.S academy, we train women to hone there skills and pilot the infinite stratos

Zack: infinite stratos? Like some type of armor and weapon system design?

Chifuyu: that's correct.

Zack: tell me more about it.

Chifuyu: Abbreviated as IS, they are powered exoskeletons, which were originally meant for outer space exploration. Designed by Tabane Shinonono, they possess technology and combat capabilities far more advanced than any other weapon system, thus threatening to destabilize the world. When the IS was first proposed it was scoffed at and few people paid it any attention. A month later, a "mysterious" hacker hacked the military missile bases and ships all over the world launching 2341 ballistic and cruise missiles towards all major cities in Japan. The world's first and only IS sortied and neutralized 1221 of the missiles with a sword and shot down the rest with energy weapons -something no country in the world had the technology of producing.

Zack: I see, even in the wrong hands can do this?

Chifuyu: indeed

Zack: anything else?

Chifuyu: This IS was later code named "White Knight". Its faceless pilot claimed no allegiance to any worldly nations and was attacked by several major world powers seeking to capture or destroy it. The White Knight fended off its attackers, destroying 207 next gen fighter aircraft in the process, as well as disabling 7 aircraft carriers and their naval escorts. It also destroyed 8 weaponized military spy satellites.

The IS showed that it was capable of generating a nigh invulnerable shield barrier, 100% optical camouflage, hyper-sonic speeds and capable pulling off insane high G maneuvers while seemingly unaffected by gravity induced blackout/red-outs and also space flight. The "White Knight" IS was never seen again after the incident and its pilot's identity remain a secret to the general public.

Zack: that one hell of an unknown enemy.

Chifuyu: yes, Faced with such an overpowering weapon, the nations of the world enacted the "Alaska Treaty", which stated that the IS would never be used for military combat and that existing IS technology must be equally distributed to all nations, to prevent any one nation for dominating the others.

The introduction of the IS does, however, have a major effect on society. As it can only be operated by women, the power balance between men and women is broken, with women coming to dominate society over men

Zack: no man ever pilot an IS huh? Okay now I get and understand of this world and I figure you use to pilot one by training hard from some years and retire and taking a job of this school.

Chifuyu: yes, I was in a championship until my little sister got captured so I have to lose by defalt, now I'm a teacher in this accadamy.

Zack: you have a sister?

Chifuyu: her name is ichiya and she the first year first in this school.

Zack: I have a brother who help me a long time ago, and what you did is the right thing and important then a championship, good job.

Chifuyu: thank you, let me introduce you to someone.

They walked to see a woman who's has short green hair with matching colored eyes and wears glasses. While around average height, she has a voluptuous figure and wearing a revealing yellow dress with short sleeves and knee high boots.

?: oh hello chifuyu (turn her head to zack as she blush a little) um who's your f-friend?

Chifuyu: this is zackry orion, he'll be joining your classroom

zack: hello miss...

?: Maya Yamada

zack: hello miss yamada, is very nice to meet you and since I'm your new student ,hope we can get along.

Maya: I-I hope so too, please take your seat until the class arrives

zack: okay , (turn chifuyu) I'll explain everything about me and what I'm from later on and to make some condition.

chifuyu: very well, if you see my sister make sure to help around with her, she'll be new here

Zack nodded then she then left the classroom leaving maya and Zack alone.

Maya: (blush a little) u-um... so uh, h-how are you doing?

Zack: pretty good and getting use of this here since now I'm the only male in a girl's school.

Maya: well yeah, there is nothing in history that a male can operate an I.S

Zack: well they do now, if I wanted to fit in and be a bit of a problem of girls gonna hear this, after all I'am from another dimension.

Maya: what, you're from another dimension? Where?

Zack: well earth and is different, and let me show you about it and I'm not just a human something different and kinda special.

Zack come close to her as she blushes a bit more then transfer info of what zack said and how he got here by put his finger to her forehead, which her eyes wide and shocked.

Zack: so there you have it.

Maya: wow.

zack: I want you to tell that to chifuyu, anyway I'm gonna built my own IS.

Maya: are you sure? You need a core and you need to know how to make one too.

Zack: oh when it comes to tech I can do they impossible, not my first rodeo in different worlds (show his ultramatrix) I got some tools and other ways to do it, I don't wanna feel left out and about to make history, as the first male IS pilot.

Maya: you got a point.

zack: got some place that I can turn my work miss yamada?

Maya: well, at my desk or at the teachers' lounge

zack: (smile) that will do and thanks for the help, your very smart and great to help out.

Maya then blush red hot and steam is coming out of her head and ears.

Maya's thought: he is so cute and handsom! I wish I was a teen again!

Timeskip

As at the I.S lab, zack is working and making of his own IS, chifuyu walked in to see what zack is doing.

Chifuyu: orion!

Zack: yes?

Chifuyu: Miss yamada told me that you're working on your personal I.S, explain why are you doing this?

Zack: just because this school is about girl and female pilot IS and not male doesn't mean I'm gonna be lefted out and I already get to know it as a quick learner of the IS's tech and this world a bit, so wanna to show some history as the first male IS pilot and curious to try or sometime face other IS pilot who are enemies or wanted to spare.

Chifuyu: yes, but make sure that you arrive in class mr orion, otherwise you're getting a lesson from me.

Zack: oh no need, and I'm already done (he press the button as glows and now part of his ultramatrix) and the lesson, that I have my ways (teleported away)

Chifuyu: (smile a bit) this should be interesting.

Timeskip

At class all the girls are present that wearing white and some red line uniforms even a girl who looks like chifuyu except dark red eyes and have a low ponytail with a white bow. She wearing the same uniform except a skirt along black knee socks and White shoes as well.

Maya: ok class let's get started, I am your homeroom teacher miss maya yamada, (getting nervous) uh um, starting today your all respondents here in the I.S academy. Um, lets get to calling out names. Oh before that, you may come in now!

As zack came in and wearing a male IS uniform but only the shirt and that he wearing his same shirt, gloves, pants and hoodie coat jacket, which made the girls scream and have heart eyes, the girl with the nevy hair is blushing hard, the one with brown hair girl with the yellow bow is a little blushed, the blonde hair girl with the blue bandanna is looking at him.

Zack: what's up? The name zackery masayoshi orion but I go by zack or z and I'm half japanese and half American, I do hope we get along.

Girl 1: OH MY GOD! HE IS ADORABLE!

Girl 4: YOU THINK HE'S A PILOT TOO?!

Girl: 5: AAAAAAAAAAAAHHHHHHHHHH! HE'S SO CUTE! I WANT TO HOLD HIM!

Zack look at the girl looks like chifuyu a bit.

Zack: this girl must be ichiya, seem she a rookie more than I am.

Ichiya: (blush a little) he's looking at me, HE'S LOOKING AT ME! WHAT SHOULD I DO?!

Chifuyu: QUIET DOWN! (Everyone stopped screaming) mr orion will be in this class, now will you take a seat next to miss orimora?

Zack: very well.

He sit next to her as she blush then zack look around then look at the blond girl, the brown hair girl as well even other girls are all giggling at him and waving at him as he begin to listen and pay attention to Maya.

As the class continued zack is writing the info and learning it even already get it but for ichiya…

Ichiya thoughts: this active whatever and that wide area contraption what does that even mean?! Don't tell me I need to memorize all this stuff! (Turn zack who's doing it well) oh how can I impress zack now if I can't do this.

Maya: you have any question miss ourima? (Make ichiya snapped back out of thoughts)

Ichiya: um well I…

Maya: (smile) well if you do have any questions just ask me okay, I'm your teacher after all.

Ichiya: (raze her hand) um well…

maya: yes? Don't be shy.

Ichiya: I don't understand any of it!

Maya: what?! Not any of it? Is anyone else here who doesn't understand what we covered so far?

Everyone in the class didn't say anything and chifuyu walked up to ichiya.

Chifuyu: oromira, did you read the reference manual before school started?

Ichiya: um, are you talking about that big one?

Chifuyu: that's right, didn't it say required reading?

Ichiya: yeah but I accidentally thew it away.

Chifuyu: (slam her book at her head) I'll get you a new copy then and expect you to have the whole thing memorized within a week.

Ichika: that big book within a week?!

Chifuyu: (glare at her) what did I say?

Ichika: (drop her head) yes, ma'am.

Maya: well them, let's continue with class please turn to page 12 in your textbooks.

Zack: feel bad about her since the new day, Guess I'll help her out.

Everyone continue with the class then after class zack then go see ichiya as she turn around.

Zack: hey, you must be ichiya which is chifuyu's little sister, nice to meet you (smile)

Ichiya: oh um, hi and how'd know sis?

Zack: let's just say she found me and help me enter this school even I'm the first male pilot the IS.

Ichiya: yeah, it's amazing

Zack: so have a hard time as a new student.

Ichiya: yeah and I feel so embarrassed.

Zack: don't wordy you just new around this and I'll back you up even i maybe new here but what i come from I learn the best and planing this.

Ichiya: thanks, even I found the IS and I pilot it.

Zack: wow that awesome, I already built my own IS.

Ichiya: no way! You build one yourself?!

Zack: yeah and it's done, I do well of tech even new one I learn well at it, just a thinker for a thinker.

Ichiya: really?! Thank you!

Zack: yeah and how'd you got your own IS?

Ichiya: it's kind of a hand-me-down.

Zack: well as long you're doing well. (Eye smile while grin)

Ichiya blush a bit as a blond girl came.

Blond girl: may I have a moment?

Zack: oh hello, can I help you miss?

Blond girl: well you have some manners, yes I would like to have a talk with you, and you read that book fast and a head of the subject in class.

Zack: okay, I'm new around here and Where i am is somewhere I do both physical and mental, my name is zack orion and you are if don't mine since I'm from far and get to know you.

?: oh my yes, we should get along my name is cecilia alcott, England Representative contender, you must be the only boy who can pilot an I.S am I correct?

Zack: yes, I'm both half japanese and half american, I built my very own IS pilot.

Cecilia: well, I must say I'm impressed.

Cecilia: well, I must say I'm impressed. (Turn ichiya) excuse me.

Ichiya: huh? (Out of her thought about zack)

Cecilia: what sort of response is that?! You should be honored that I bothered speaking to you in the first place, don't you should behave in a more appropriate manner like zackery dear?

Zack: zackery dear?

Cecilia: oh dear, I-i meant zackery that's what I meant.

Zack: okay, even I don't mind though.

Ichiya: look I'm sorry but I don't even know you okay?

Cecilia: (glared) you don't know who I am?! I'm Cecilia Alcott England Representative contender, the one is going to…

Ichiya: hold on, hold on, hold on. (Raised her hand) I have a question.

Cecilia: well it's the responsibility of nobles to answer queries from a lower classes do go ahead.

Ichiya: you're a Representative contender got it what does that mean?

As the girls did an anime fall and zack sigh while faceplam

Zack: what she said are elite whose are chosen and I'm guessing from her country.

Cecilia: that's absolutely right, (turn ichiya while frowning) this is unbelievable! I can only hope that every Japanese girl is not this utterly devoid of knowledge I mean having more than common sense honestly.

Zack: (sweatdropped) you must be proud of it.

Ichiya: are you going to tell me or you don't know either besides zack?

Cecilia: they are the chosen elites to be selected by their country to represent in there I.S pilot, surely you be able to do that able alone.

Ichiya: when you put it that way, it make senses.

Cecilia: that's right I am one of the elites it's a true miracle and good fortune you get to be in the same homeroom with someone like me, oh what an incredibly lucky both of you are, (turn ichiya) dose that not get thought your thick skull of yours?

Ichiya: I got it, I just got lucky

Zack: hey now, no need to that, she's new here.

Cecilia: very well zackery (she realize something then turn ichiya and glared) wait are you making fun of me now?

Ichiya: hey you're the one who just said that how lucky we are.

Cecilia: first of all I like to know how you manage to enter this school with no knowledge of anything, I heard you pilot without training or knowing it wasn't built I.s for you, you've been terrible at it.

Zack: so is there a problem of me pilot an IS since I'm a male.

Cecilia: oh no zackery.

Zack: okay.

Cecila: in any case, since I'm so remarkable I can still find you in my heart to be considerate towards people such as yourself, so if you do have questions I won't mind answering them for them if you tears in your eyes after all, I did defeated an instructor in some exam which means I'm among they elites.

Ichiya: um I defeated the instructor too.

Cecilia: what?!

Ichiya: um maybe it wasn't really defeat, well when the instructor charge at me I dodged she smashed into the wall and kaboom.

Zack: wow that was awesome.

Ichiya: (smile) oh thanks.

Cecilia: bu-but I thought I was the only one!

Zack: well now there's a second.

Cecilia: well, at least there's a second I'll be fine, for now. (Face to ichiya) are you telling me that you defeated they instructor?!

Ichiya:(raised hand in defense) hey now, let's calm down okay?

Cecilia: calm?! How can I be calm with this insult?!

Then the bell ring.

Cecilia: we will be continuing this conversation later (point to ichiya) do you understand?

Then she turn to zack as she smile and wink at him which he blush a little.

Cecilia: I'll be seeing you later zackery~. (Walk away)

Zack: uh, okay, seeyah ceci. (Wave his hand)

As ichiya getting jealous and frown at her.

Ichiya's thought: there is no way I'm losing to her!

Zack: so ichiya, who the girl with black and green ribbon? She seems looking at the window.

Ichiya: oh, that's my childhood friend houki shinonono.

Zack: I see, And don't worry of what Cecilia said, I'm sure your great of using IS make you more badass.

She then blush again and start talking gibberish.

Zack: (chuckle) she cute, even I can see how her and her sister got their looks.

Timeskip

Zack was finding his room which is number 1025 from his paper.

Zack: well this is it, hope my roommates ain't a gossiper like the girls, here we go.

He about to open the door knob stop and smirk while playfully stick his tongue

Zack's thought: nah! Like that happen, i seen anime and manga like this and I'm not that kind of guys by that situation. (He knocked on the door and out of thoughts) excuse me, my name is Zack Orion and I'll be your roommate, hope I'm not interpreting.

?: oh no, I'm just finishing up

Then the door open to reveal houki drying her hair and has her towel on her body.

Zack: hello, you must be houki that ichiya told me.

Houki: uh, (knowtest that she is her towel) AH! DON'T LOOK!

As she notice zack has a blind folded his eyes

Zack: is alright, I was quick enough to blind fold myself. (She sigh in relief)

Houki: at least you are quick, let me change, don't beck

Zack: houki I'm a gentlemen and I have respect for womans and their privaty, all guys who are perv and no respect to womans are rogue and disgrace of traitorous worms, So I would never do that in my entire life.

Houki was a little surprised but focused on getting dressed which is wearing a kendo uniform.

Houki: okay you can look now.

Zack remove the blind fold and look.

Zack: (smile) oh yout do kendo huh? Sweet, I can tell you're pretty good with swords.

Houki: been training from my whole life along with ichiya.

Zack: I see, I do well at some swords too, if you want to I can spare and teach you some new tricks.

Houki: okay but I'm pretty good at kendo.

Zack: okay, so which bed your taking?

Houki: I'm taking the one near the window.

Zack: fine by me, any ground rules? Since we're roommate and sharing the room.

Houki: in the matter of fact yes, I like to take shower in 7:00 and 8:00 p.m. and you use it to 8:00 to 9:00.

Zack: fine by me, and I like your ribbon, you look cute.

Houki blushed a little

Zack: does this school have a boy's bathroom for toilet? Since don't know if they have toilet in their own room.

Houki: they only have girls so you have to use the dorm ones.

Zack: okay and you don't mind if I unpacked something

Houki: uh sure

Zack: thanks

He pull a device but first snap his room of a sound barrier then press the device button and now there's a door on the wall.

Zack: a door for my laboratory, bathroom, training and extra room around my stuff.

Houki: you made all of this?

Zack: yeah and some help a while ago but I built some, wanna come in and see?

Houki: sure, but my sister can make things you won't believe.

Zack: I can tell, and I can make that is not earth technology.

Houki: okay.

she went inside then see a lot as bathroom, training section , dojo, weapons room, super computer, TV flat screen , hidden cameras , some robots, a fridge, clothing, some many doors, and some laboratory which houki is awe and eyes wide of shocked.

Zack: surprised? (she nodded, then he close her mouth) be careful, you'll attract flys, also This is my work and fun even I already built my own IS to pilot.

Houki: you made one?!

Zack: yeah.

Houki: that's amazing, my sister made lots of I.S's

Zack: that sound great, your sister have an amazing talent.

Houki: yeah (frown a little while muttered and head down a little)

Zack notice it.

Zack: something wrong between your sister? I mean if you don't wanna talk about it, I understand.

Houki: thanks, and you said technology that not earth?

Zack: yeah, not only earth but alien technology, I trusted you if you believe me that I'm from another world that alien and human existed even I'm a super hero with a brother.

Houki: okay.

Zack: wow, I'm glad you don't think I'm insane and making this stuff up. (houki smile)

Houki: hey when you said you build an I.S from scratch I can believe it.

Zack: yeah that's true, do you have your own IS?

Houki: no, not yet.

Zack: well then let's had back to our room.

Got out and close the door.

Zack: ichiya told me you won at the national kendo tournament, you're awesome! (Thumbs up) I bet you be a great swordsgirl ever.

Houki: what?! How did she know that?

Zack: she said about read it at the newspaper, something wrong I said?

Houki: no, no, no it's just, she told me when we finally see each other and wonder why she read that newspaper?!

Zack: I don't know.

Houki: anyway, we should get to bed

Zack: okay.

As he get to bed as houki look at him while blush and smile even see his ocean/sky eyes.

Houki: his eyes, there so amazing but fill with something, why can't I stop looking at them?

The next day

houki and zack are sitting next to each other while they are eating in the cafeteria then ichiya came in.

ichiya: hey houki, hey zack.

Zack: morning.

Houki: hey ichiya.

The girls are all giggling to see zack.

Zack: ah slag.

Then three girls came by, one has black short hair, the other red hear with pony tails, and the last one is wearing a fox like hoodie.

Zack: Hi there.

Black hair girl: hi, can we sit with you?

Zack: I don't know (turn ichiya and houki) what you two think?

Ichiya: um, sure go right ahead.

Houki: go ahead.

Zack: (turn to the three and smile) okay.

As they smile and sit next to him, the girls are getting a little jealous that they are too shy to ask him to sit next to him.

Girl 48: oh man we should of ask him sooner.

Yellow hoodie girl: so, my name is honne nohotoke

Zack: likewise and I like your fox costume.

Honne: oh thank you, and it's just my hoodie.

Black hair girl: my name is Sayuka Yorutake.

Red head girl: and my name is yuzu tanimoto.

Zack: zack orion at your service, which you three heard of me. (smile)

honne: yep, every girl here heard about you.

Zack: well hope I avoid fangirls or gossip but you three along with ichiya, houki and Cecilia are okay in my book.

Yuzu: aw, no problem

Sayuka: do you have your own IS?

Zack: yes, I built it myself.

Honne: oh wow.

Ichiya: seem Zack making some friends (turn houki with a mad face but jealousy) are you okay ?

Houki: I'm fine

Ichiya: but with the mad face on it?

Houki: deal with it

Ichiya: well okay houki-

Houki: don't use my first name!

Ichiya: (sigh) miss Shinonono

Zack: everything alright you two? (Turn ichiya and houki)

Houki: it's fine.

Zack: alright and hey houki, after school perhaps you and I can spare at kendo, I like to see your skills.

Houki: sure i like that, yes! Alone with zack!

Ichiya's thoughts: what's with her?

Zack: so who room you share ichi?

Ichiya: oh just a girl and you?

Zack: houki.

Ichiya: oh well hope you two are getting along.

Zack: oh we are.

Ichiya: (turn houki) how come you let zack called your first name and I can't?

She then glare at her spooking her in the poses.

Ichiya: n-never mind.

Sayuka: so, how did you get in?

Zack: let's just say is a secret for now until the time come. I know ichiya have luck with the IS but my guess that she need more training and some way in a fight.

Then chifuyu came whose white jogging suit and clap her hand for attention.

Chifuyu: less talking and more chewing! Pilots have to eat quickly and efficiently! I'm the freshman supervisor, anyone who late for class will do 10 laps around the school!

Ichiya: (smile) now I get it, no wonder she hardly came home.

Zack: (smile) oh wow, she is busy and awesome even look so beautiful.

Timeskip

Chifuyu: in two weeks from today you'll be asked to choose your representative for the class tournament, a class representative not only competes in the tournament but also attends student council meetings and committee meetings essentially it's your class leader okay? I will now take nominations, any suggestions?

Girl 9: I'd like to nominate orion. (Raised her hand)

Girl 4: same with oruima (raised her hand as well)

Zack: wait what?

Ichiya: huh?

Girl 3: dude I think that's a good idea too.

Zack: what, I don't think I'm fit to lead.

Ichiya: you do?

Chifuyu: so is there anyone else? If not he'll be elected without a vote.

Ichiya: what a minute what if I don't want to it.

Then Cecilia get up from her seat.

Cecilia: I do not approve of this! This type of selection is utterly unacceptable it would be shameful to have a boy as our class representative you can't possibly expect that I, cecilia alcott should have to deal with that humiliation for an entire year is the best place to simply lining in a country with such an underdeveloped level of culture is unbearably painful is someone like myself oh the agony!

Ichiya: well your country doesn't have that many things to brag about either, hows England won the world's worst cuisine reward.

Cecilia: oh! We English have many many delicious dishes I can't believe you have the audacity to insult my country!

As ichiya glared at her as Zack and chifuyu smile

Ceceila: This calls for a dual! (point at ichiya)

Ichiya: fine by me it'll be easier than debating.

Cecilia: (walk up to her) and if you should have lose to me on purposes to make you my servant no I shall make you my slave.

Zack: Alcott!

Which make Cecilia, ichiya, and the girls flinch but surprise chifuyu a bit as Cecilia turn to see Zack's glared and his eyes narrow a little give everybody the chills.

Zack: don't ever go too far because of your pride, ichiya maybe new here along with me and have an IS she working on but I can see she can be a great opponent and pilot if she train and got help from friends. I don't mind you two do the dual but never go too far of making a slave will give a bad name to your country and you got a problem with Japanese people? (Eyes almost turn red)

Cecilia: well, not but beside you, Japanese boys are humors.

Zack: I don't appreciate that and even ichiya as I know she need a lot of practice and about her IS but I can see can never quit in a fight, don't go too far on my friends or I'll lose my respect as I thought you was better. (Sit down as cecilia feel a little sad)

Chifuyu: it looks like it's settled then, the competition will be staged in arena 3 which I believe is available monday. Orion, orimora and alcott I expect you to come fully prepared for combat.

Zack nodded.

As houki looked at ichiya at some worried and back at zack even look deeply in his eyes like pain, treated as a nobody, suffering and the lost.

Houki: zack, what happen to you?

Timeskip

The next day in class with chifuyu and Maya.

Chifuyu: orimora, I'm afraid that it will be a while before your I.S is ready for you.

Ichiya: what?

Chifuyu: on the plus side do to certain, issues, the school will provide you with a personal I.S.

Zack: that might be a problem for ichiya if she fight Cecilia with a personal IS (while reading a comic book but still listening)

Girl 32: what, a personal I.S and she is only a freshmen?

Girl 21: in other word the government are reporting this?

Girl 11: what about zack? Do he have his own IS too?

Chiguyu: yes he has, he made one himself.

That made the classmates gasp in shock then slowly turn to zack who's reading his comic book then nodded.

Zack: it's true, and is different in my style.

Girl 37: whoa, that's amazing!

Girl 11: what is it? Can we see it?

Zack: soon, considered it a surprise.

Ichiya: is having your own I.S is really that meager of a deal?

Cecilia: (smirk while crossing her arms) I'm actually relieved to hear that,(point at ichiya) after all the class relative selection match between you and I is already obvious, but it's simply not fair to see you using a training modal while I pilot my personal unit.

Ichiya: hold on your own I.S as well?

Cecilia: oh don't you know? Very well then, scents you're a commoner. I will have to explain. I Cecilia Alcott a glory written, in other word i have currently own my own personal IS. There are only 1467 IS in world one, so obviously those who have own uuni are personally are the elite of the elite are among puposation 7 billon!

Ichiya: only 1467? That's all?

Sayuka: that's because the essential component of all I.S technology the core is never been released, as a result there are only 1467 machines in the entire world, and doctor tabane shinonono has personally produced everyone one of this cores.

Ichiya: wait, isn't that houki's sister?

Girl 34: supposedly the I.S core is like a self-contained black box, it's because no one other than doctor shinonono can create them, but the thing is so for she refused to manufacturing within a certain number of course, therefore. Counrty cooperation are force to conduct their research devalopmate and training number of IS unit. But now Zack is the first to create his own IS.

Chifuyu: to complete our history lesion, personal I.S's units were originally only intended for those sponsored by governments or corporations, however your case is exceptional, therefore they wil provide you with a personal I.S for data collection perposes, is that all clear?

Ichiya: uh, I guess so.

ayuka: um excuse me mam, do you know miss Shinonono in are class related to doctor Shinonono ? By any chance?

Chifuyu: actually, your classmate is her yoynger sister.

Which they begin to gossip as there surprise which houki look mad and zack frown as getting up.

Zack: QUIET!

As the girls and houki is shocked even chirpy smile and Maya is surprise flinch of his voice sound demanded and scary a little.

Zack: I know is surprising their related by blood, but please keep your questions and gossiping to yourself. If you should tell houki don't wanna talk about it and you must understood her privacy, am i clear?

The girls: yes sir!

Zack: Good, (turn chifuyu) please excuse for that, they need to understand it'll annoyed or make one uncomfortable around of what they say. (Sit down while chifuyu nodded)

Houki smile at Zack for what he did.

Houki: thank you zack. (Smile)

Ichiya: holy shit, that is terrifying! (Shiver)

Chifuyu: not bad. (Smirk a little)

Maya: he can calm the class down, so cool.

Cecilia: my word, that's a booming voice.

Chifuyu: alright miss yamada , shall we start?

Maya: oh right now then, let's begin the class, everyone open your text book and we'll contiue from yesterday.

Ichiya: I don't remember a bad blood between houki and tabane.

Maya: the I.S or infinite stratos to place a special energy barrior that operates as protection for it's pilot, the unit system have something similar conscious so some share dialogue and spent some time together, the two of you get to know each other. Depending how munch a pilot spent controlling an is, is begin to understand the user charactertic.

Ichiya: I just don't understand this (muttered to herself)

Maya: so your I.S is not only just a tool, instead think of it as your mechanical partner.

Zack: sweet, that how do with my machines (muttered himself)

Maya: Are there any other question so far?

Girl 25: yes ma'am! So do you mean partners, as in boyfriend and girlfriend?

Maya: oh I'm not sure! That is, (Looking at Zack then blush hard) I'm not expiries that way no. (Hold her checks and fantasize) but I wonder.

As the girl giggle even they tell she liking zack and even chifuyu suddenly wondering it to herself as her heartbeat every time looking at zack and starting to get to know him.

Ichiya and zack look at houki who still have her head turn.

After class.

Zack and ichiya walked to houki

zack: (smile) hey houki how'd you doing?

Houki: I'm doing fine.

Zack: so you want ichiya to call you your last name but why me with your first name (houki smile)

Houki: let's just say it's thanks for not looking.

Zack: (smile) I'am a gentlemen of my word and your welcome that I made the girls stop gossip of you and your sister relationship.

Houki: thank you.

Ichiya: let's go eat lunch, anyone like to join us?

Honne: yes me!

Yuzu: oh oh! Me too!

Sayuka: I made my lunch but I'm coming too!

Ichiya: sure! We should all get along with out fellow classmate kay? (turn houki) you agree with me right? (didn't know as now houki is look upset)

Houki: I think I'll pass.

Ichiya: (smile) come on (grab her wrist) don't be such a grumpy face.

Houki: I already said no.

Ichiya: whould be better if zack come along? (which she realize it)

Zack: I know why your upset, our friend can came and you and I can have some lunch together.

Houki: (smile) then that case, I'll go.

Zack: sweet, and let ichiya call your first name, she is your childhood friend and sometime don't see the picture.

Ichiya: what do you mean?

Zack: nothing.

Houki giggle while ichiya is still confused.

Zack: (grin) alright then, let's go and get some grubs! (hold houki''s and ichyia's hand)

That made ichiya and houki blushed as he pull them to the cafeteria then zack, ichiya, houki, honne, yuzu, and Sayuka begin to eat as zack is next to houki.

Zack: nice isn't it?

Houki: yeah, it is.

Ichiya: so zack what that watch? it looks cool.

Zack: is called the ultramatrix, it allowed me to turn into a lots of aliens.

Honna: cool.

Zack: I'm not the only one, since my brother ben have it called hey omnitrix. He help me and got my a family with me and we both become a heroic duo against a lots of enemies and my own adventures too and ended up here because I save the world from ben's arch nemesis vilgax for making a black hole generator device to wipe out the galaxy and I stop it.

Yuzu: oh wow, your amazing.

Zack: eh is nothing, but in this world is amazing too and you girls pilot some badass armor and weapons with IS are amazing too.

Honna, yuzu and Sayuka giggles while houki blush and ichiya rub the back her head.

Ichiya: hey houki.

Houki: yeah what now?

Ichiya: would you willing to teach me more about the I.S? Cuz I think cecilia is going to beat me.

Houki: yeah because you let her provoke you.

Ichiya: yeah I know that, but please help me?

Zack: how about I'll join in, you need a lot of help before your own IS arrive.

Ichiya: thanks zack your the best(smile)

As houki frown as felt jealous.

Zack: I didn't forget our time with kendo training, after helping ichiya, (smile) it's just you and me.

houki smile again looking forward on being alone with him then hugged his arm which make ichiya, Honna, yuzu and Sayuka jealous.

Honna: hey, no far!

Yuza: hey! At least share him!

Sayuka: I want to hug him too!

Ichiya: what the hell houki?!

Zack: sorry girls, she first and I did but don't worry tomorrow ya'll next as I have my ways.

They all pouted

zack: come on you know I'll never forget and we all can share okay? (put on a puppy dog eyes and smile as they cant resisted even houki)

Honna: aw, how can I be mad at the face. (hugs him)

Yuza: curse you and your puppy eyes, how did you know it's secrets!

Sayuka: how is it possible?

Ichiya: can't...resist.

Houki: oh alright, (smile while hugged him tight) since your to cute.

Timeskip

houki and zack are wearing kendo outfits and clashing with there bamboo swords which ichiya watch.

ichiya's thought: wow, zack is good, I can't believe that he can keep up with houki.

as they zack and houki hitting of their bamboo sowrds and dodging then zack make a speed thrust then as houki dodge side to side then houki blocking it then do a thrust too which then zack raised his sword fast and houki think quickly block it which struggle a bit.

zack: your really good houki.

Houki: thanks, your not half bad yourself.

As both away then charge in then their bamboo stick as she point it at his head then he point at her neck which they both smile.

Houki: your holding back are you?

Zack: I cant take someone worthy of kendo and sword, consider it a draw.

Houki: okay, but next time I'll win with my full power.

Zack: I'm counting on it.

as he shake her hand which she blush and smile.

Ichiya: wow zack, you was awesome! I didn't know your good of kendo.

Zack: been to some place and master of swords

Ichiya: m-master of swords?

Zack: yeah train hard by other teachers even use 3 sword style.

Ichiya: That's insane! No one alive can do that!

Zack: I'm a bit is and enough to do it and some I learn of TV be possible and how My invention and weapons are made in my style, and now ichiya is time for your training.

Ichiya: oh, okay.

Then houki and zack train ichiya of kendo, as zack was first doing of give her some few pointer and defense even close range and is hoyki turn to train her. As they strike there bamboo swords houki strike away making ichiya is taking a breather.

Zack: that should do for now.

Houki: okay, what in the hell is going on here?

Ichiya: what do you mean?

Houki: how did you let yourself get so weak? What clubs did you attend back at highschool?

Ichiya: the going home club, three years and perfect attendants.

Zack: maybe ichiya is a little rusty since is been awhile.

Houki: that doesn't excuse her, she needs the training needed for after the I.S.

Zack: I agree since she need to train her physical and think of mental before use and train the IS, Let's not push her harsh too far.

Houki: okay.

Ichiya: huh? But I thought you two training me of the I.S

Zack: you will after you'll be training with us everyday in school.

Ichiya: okay I guess.

Zack: don't worry ichi,(grin while eyes smile) I'll sure you'll win this one way or another and I'll wish you good luck.

Ichiya blushed when she see's his happy grin of a smile.

Ichiya: thanks zack

Timeskip

As ichiya and houki changing in the girls locker room as ichiya see houki in a happy mood of her time spenting with Zack and he's not like other guys.

Ichiya: you seem in a good mood.

Houki: well…yeah, (in thought) it was great!

Ichiya: well I can't to see Zack's IS.

Houki: me too, but you need to work on your skills and training.

Ichiya: I know.

Houki: also there something about Zack by I look tohis eyes.

Ichiya: what'd you talking about?

Houki: I can see a pit of pain and a crying child in his eyes, like something took away his life. I don't know but I can feel like he endure it so munch and his lost.

Ichiya: should we talk about it to him?

Houki: no, if he wants to talk about it on his own, then we won't push it.

Ichiya: okay.

Timeskip

zack, ichiya and houki are in the cockpit while chifuyu and maya are in the control center.

zack: well this is it, are you girls ready to see my IS?

Ichiya: yes please!

Houki: sure.

Zack: (grin) alright then, here we go! APEX ONSALUGHT!

Then he change, he is now wearing a black get wings with engines, red arms, legs with blue flames and blue hands and feet, he has a truck glass-like chest and his armor is knight style and glow red high light, which made ichiya's jaw dropped, houki amazed, chifuyu smiled and maya blushed and fantasize on zack holding her like a princess.

Zack: this is the apex onslaught a.k.a the goliath slayer!

Houki: you made that? (he nodded) that's amazing.

Ichiya: that's an amazing I.S.

Chifuyu: not bad, for his first.

Maya: oh my.

Zack: alright ichiya, let's get ready and I'll back you up when your own IS arrive.

Ichiya: right, (looking at Cecilia's IS in the screen) so that her personal IS, woah.

Maya: orimora! Orimora! Orimora! It's here, your personal I.S has just arrive.

Chifuyu: orimora you need to get ready at once, the amount of time we can use the arena is limited , you have to making your in the match yourself while orion will assist you.

Then the doors open to reveal a gray I.S with blue feet and lines which amaze ichiya.

Maya: this is orimoras personal I.S: the byakushki!

Zack: that's a nice ring to it.

Then ichiya wearing a dark blue skinsuit which reveal her legs and shoes then she front of the byakushki!

Chifuyu: hurry and get suited, this time is limited, we do formidding while the match is process.

When ichiya touch it she stop and gasp a little.

Houki: what's wrong?

Zack: you okay?

Ichiya: (remembers how she first touch an I.S unit) it's not like the first time I touched en I.S, there's something different.

Zack: I see is like you can feel it and understood it?

Ichiya: yes, there's something, familiar about it. I understand it, like it understand what it is, and it's purpose.

Chifuyu: so you intrust your life to it? Let it take control, the system will lockimize the rest.

The I.S start to unfold then ichiya hop in then begin to fold and merge, screens start to form in front of ichiyas eyes showing the body of the I.S, the energy meter and the functions of it.

Ichiya: byakushki, this is the byakushki.

maya: Cecilia alcott's I.S machine is called blue tears, is a long rank model I.S.

ichiya: blue tears got it.

Maya: in every I.S unit, their a feature of absolute defense, is primary function is always to protect the pilot's life during any attack, however that deployment cause your shield energy to badly defeated. Do you understand that?

Chifuyu: so ourima and orion, are you two feeling out to this?

Ichiya: yeah, peace of cake.

Zack: time to roll out!

Chifuyu: (smile) we'll see.

Ichiya: hey houki.

Houki: huh? Uh yeah?

Ichiya: here we go?

Zack: ready to be amaze of what my I.S can do?

Houki: yeah, you two win this.

Zack: we will, (turn ichiya) are you ready ichi?

Ichiya: (grin) yeah.

zack: and a way we go!

zack begin to fly but he phase threw the ceiling like a ghost.

Zack: whoops, almost spoil the surprise (continue to fly)

Houki: amazing.

Ichiya: I know, (move her I.S a little) I'm off!

Ichiya is now lunched off of the lunch pad to the outside field then flew up to see Cecilia, her blue tears is a blue, white and dark gray armor with four wings and hold sniper blaster gun.

Cecilia: jest to let you know this is your last chance!

Ichiya to do what?

Cecilia: it's obvious that I'm going to defeat you overwhelmingly so why not apologies to me right now? and I'll just might forgive you.

Ichiya: (activing detail around the blue tears) you cant really call that a chance.

Cecilia: oh I cant? Well to bad for you, now then.

Then ichiya see a warning told her to the her I.S

Cecilia: time to say goodbye!

She shot her sniper blaster of a blue energy suddenly some invisible shield like protected ichiya which surprise both of Cecilia and ichiya.

Cecilia: your I.S can do that?

Ichiya: that wasn't me.

Cecilia: then who was it?

Zack: I was.

Then zack turn of a cloaking device to revealed his shield like energy metal parts which Cecilia is shocked and awe of his I.S.

Cecilia: is that your I.S?!

Zack: yep, apex onslaught , but better known as goliath slayer.

Cecilia: no matter, I'm going to win this!

She then fire a lot but zack flying in great speed moving and dodging Cecilia's blast even make it so hard for Cecilia, ichiya, maya, houki and chifuyu to keep up with such fast movement.

Cecilia: now you two will dance for me, that's it dance to the waltz of cecilia alcoltt and blue tears are playing.

Then zack summon a bladed sword as he cut of one of cecilia's energy blast from her weapon by cut and deflect it.

Zack: let's see what you can handle me.

Cecilia: very well

She summon of small blue drones like begin to shoot but zack summon a long blaster machine then begin to fired as hitting some of the drones and cecilia dodge it but almost got hit.

Zack: how your holding up ichiya?

Ichiya: hanging on there! Where are my weapons?!

Then she see a selection of a sword.

Ichiya: that's all? Well is better then bare hands.

She drew it out while she dogged the stray lasers then zack summon a disc like morph of a bird fly to cecilia to deliver a sonic scream attack cause her to stumble and see zack shooting at her and the drones almost damage the armor.

Cecilia: what in blazes is that?!

Zack: you not the only one with drones, even i made them from my nano-machines as my attack drones are full of surprises.

Cecilia then continued to fire her beams as zack block them easily with his hand and his drones assist ichiya of blocking it then ichiya try to cut her but cecilia dodge it.

Cecilia: you two are the first opponents who made it this long.

Zack: and your IS are not half bad.

Cecilia: thank you but it's time for the finally!

Zack: same here!

She then fire her blue drones and they start firing at zack and ichiya again but to Cecilia and ichiya's surprise as zack summon a cannon missile shoulder then blasted 3 missile at the blue drones and exploded.

Zack: is that all you got?

Cecilia: (smile) well then zackery I implore your efforts but there are more then four!

Ichiya: ah crap!

Zack: look out!

Then she flip up two missile launchers from behind and fire at the both of them, ichiya is dogging one of them but it follows her and the other is following zack as the missile hit them and exploded.

Houki: Zack! Ichiya!

Maya surprise but not chifuyu as she smile.

Chifuyu: they IS save her, she just a little twit.

Maya: huh?

When the smoke cleared ichiya's armor has changed, her armor is now white with gold details and her wings have open more.

Then see zack's with his two big shield blade cover the blast as he deactivated.

Zack: nice ichiya, now you look really awesome.

Ichiya start to talk gibberish again.

Zack: (chuckle) anyway let's do this.

He summon a fusion cannon on his right arm and a sonic pulse cannon on his left arm.

Girl 53: what's happening?

Girl 21: ourima's IS has change.

Girl 16: and look how many weapon like orion have, he's full of surprises.

Cecilia: that can't be! that's your first shift ?!how could anyway who fought an entire battle with IS in a d-ox setting.

Ichiya: I'm not sure what the heck I'm doing, but is looks like, this IS has finally become my own. (look at her new sword) Yukihira? that's the Yukihira one chifuyu used, man I do have the best big sister in the entire world.

Zack: you sure do, and I can see why she special.

Ichiya's sword then split it's blade and produce en energy one.

Zack: cool.

Ichiya: but I think it's about time to change the relationship where I'm the one who always the one to be protected, from now on I'm going to be protecting as well.

Cecilia: just what are you talking about?

Zack: she saying to defend her sister's name, don't wanna her little sister to be weak and I'm about to make history here!

Cecilia: honestly you are such a pain!

Then she fire more missiles at them but ichiya cut the missile and zack fired at them then zack shoot his null ray blaster at cecila but nothing but electrified her missile launcher and her I.S which she cant move.

Cecilia: what'd you do?!

Zack: my null ray can shut off anything run of power or electric in 5 minute.

Ichiya charge at cecilia with her sword

zack's thought: there's no time left for her, she'll lose if the barrier attack (charging his fusion cannon) without using it wouldn't help ichiya win.

then he zoom in speed and point at Cecilia.

Zack: sorry ichiya, is not my win but for you.

then he blasted his fusion cannon and Cecilia falling down defeated but zack teleported and carry her in bridal style which she blush and even felt like princess carry by a knight.

Zack: you okay Cecily? Hope I didn't do to munch.

Cecilia then blush supernova for bring close to zack.

Zack: you alright? Any injury?

Cecilia: n-n-no nothing at all.

zack: well good match (grin while eye smile) your blue tears are very impressive!

Cecilia then start to overheat then ichiya, houki, maya and even chifuyu getting jealous.

ichiya's thought: hey she is getting to close to her!

houki's thought: Cecilia...

maya's thought: no fair!

chifuyu's thought: accot...

zack and the girls and everybody see some type of fighter jet and some 3 purple cyber jet and have a purple symbol which zack eyes wide and recognize it.

Ichiya: a fighter jet?

Zack: it's starscream!

Then the fighter jet now called starscream start firing the arena which zack quickly get ichiya and Cecilia out of the way of the missile then explosion then zack glared at him.

Zack: never thought the air commander clown is here.

Then it transformed into it's robot mode of jet wings on his back, blaster like zack's sonic pulse cannon, jet nose on his chest, color white, silver, red and eyes are red and smirked at zack.

Starscream: aw how thoughtful you remembered me, lewamus prime.

This surprise the girls of a fighter jet have a robot mode.

Cecilia: WHAT IS THIS?!

Zack: is long story short, girls! Get back, I'll deal with him.

Starscream: oh I forgot a surprise of someone you know who's back from the death you cause.

Then a portal come to show a 2 rock monsterous came in as zack's eyes wide in horror.

Zack: dungle beast, bemeohth...w-which means... (glared at starscream and growl)

Starscream: that's right, dung the dragon of disorder is back from the grave!(laugh)

Zack then growl squeezing his hands and glared at starscream.

Starscream: now witness the mighty power of starscream, the leader of all decepticons!

Zack: I was expecting darkscream to come here of what megatron thinking sent a clown decepticon here.

Starscream: (growl) I shall you! and he's not here right now is he, bemeohth, destroy him!

Zack then dodge the 2 dungle beast fist make a rock spike then flew up to Cecilia and ichiya.

Zack: alright you two listen, ichiya you can take out the decpeticon drowns, I'll handle the dungle beast after that, we'll take starscream down.

Cecilia and ichiya: right!

Zack: but first, (turn back to normal and show his ultramatrix) let me show you what this can do.

He slap his wrist and a bright blue light flashes, when it fades standing on zacks' place is a crimson crab with four legs and long arms with blue eyes with the red scar on his right eye, black line mouth, has blue and black lines on his skull, he has the ultramatrix on his blue and white belt.

?: Excellent! POSITIVE BRAINSTORM!

Ichiya's and houki's jaw dropped on zack changing into an alien crab, cecilia was amazed that he has a British accent and he can change into an alien, chifuyu smiled to see that zack has more surprises in store, maya and the rest of the girls are in shock to see that zack can do that.

Cecilia: um zackery dear, did I hear you talk England accent?

P. Brainstorm: why yes you did miss Alcott, you see one of my aliens possess an accent around earth's countries and as munch of this curiosity should be answer, but we must dispose of those rotten ruffians.

Cecilia: I wouldn't have it any other way, and perhaps we should have some chips later on.

P. Brainstorm: indeed.

Then ichiya fly up as the 3 decepticons drones show their robot mode and blasting her as she dodging it, then slicing them in half, P. brainstorm then make an electric shock form his pincer at the bememoth, and cecilia blast it's head off while P Brainstorm floated up then his head case open make everybody turn green of their face as seeing the expose brain part but blasted a blue electric at the 2 dungle beast exploded by the shocked then ichiya slice and Cecilia shot the decepticon drones into pieces.

Starscream: now is my turn to destroy you prime and those two insect organic's as well.

P. brainstorm: well I like to see you try you pathetic excuse of a cybertronion.

Then starscream begin shooting at them as they dodge it.

P. brainstorm: miss alcott and miss ourima, starscream have speed and some aim but lack of any fighting combat or different weapons as for some cheap shot, cowardice , larger ego and not to munch intelligent for leadership, as a gentlemen I do let you two amazing young lady to do well fighting him while I'll be assist.

Cecilia: oh thank you dear.

Ichiya: (blush red) th-thank you.

As they flew when starscream laugh at ichiya and Cecilia which they frown at him.

Starscream: fools! a two organic life form in some earthly machine think can take on me? We decepticons have beyond technology weapon and armor!

The he got blasted in the face by cecilia as he scream and held his face.

Starscream: dame it! that was my face!

Cecilia: good, because your face is disgusting.

Starscream: why you!...

Then starscream begin transformed into his jet mode and fired a lot at them but Cecilia and ichiya dodge it then fired his missile at ichiya but cut it in half then sent more but cecila launch missile launcher as starscream fly fast try to dodge them but got hit while turn in his robot mode and glared at them as he's damage a bit.

Cecilia: you know this is kind of fun.

Starscream: how can some insect with low technology can easily catch up on me and my speed?!

Ichiya: and another person with a sword too.

Starscream: no human cant defeat me! No one!

He begin shooting at them but easily dodge it in speed as Cecilia fired her sniper at him as he crashed down as they flew down along with P. Brainstorm as starscream a bit fear.

Starscream: n-now you two, (backing away a bit) I know we have our difference, b-but we can work this out.

P. brainstorm: how about, you get a shock though your but?

Cecilia: with another blast to the face.

Ichiya: with a scar on it.

starscream: wait what ?! hold on ! I give ! I give ! just one thing that, (look at the girls at then smirk) Think fast !

he fired his missle at the girls but P. Brainstorm use his electric to turn on starscream and got blast and exploded as he groan.

Starscream: you think your so smarter cause your head is bigger.

P. Brainstorm: no, I'm applying I'm smarter then you because my brain is bigger, even two young lady is way smarter and easily deal with such failure cyertronian. (Cecilia and ichiya giggle)

Starscream: bastard! dung should've kept experiment and torturing you, just like he killed your father you piece of...

Cecilia then shot his face then ichiya cut off starscream's left arm and almost his face as he scream.

Cecilia: so that's why he is mad.

Ichiya: I think I will cut his head off now.

Starscream: I'll be back prime and get you for stealing my null ray, even your friends.

P. brainstorm: an amateur like you couldn't handle two sweet organic lifeform in a second.

All the girls laugh as starscream growl and transformed into his jet mode then fly off to the portal and gone.

Cecilia: hope we never see him again.

P. brainstorm: sadly we will, but that they end and you two are amazing (turn back to zack)

Zack: and cool of humiliating him too, good job.

Cecilia: your welcome.

Ichiya: is nothing.

Timeskip

Zack, ichiya, houki, maya and chifuyu are at the cockpit again.

Zack: perhaps ya'll wanted to know what going on huh?

Chifuyu: indeed orion.

Zack: (sigh) very well, we're you like for me to start at?

Cecilia: can you explain on how it's work?

Zack, ichiya, houki, maya, cecilia and chifuyu are at the cockpit again.

Zack: perhaps ya'll wanted to know what going on huh?

Chifuyu: indeed orion.

Zack: (sigh) very well, we're you like for me to start at?

Cecilia: can you explain on how it's work?

Zack: well it called the ultramatrix, holds every alien species in the universe and it was created by azmuth, a galvan who are the smart enough to keep the best secrets for themselves, eventually amassing enough knowledge to build a powerful empire of their own, based on the technology that they kept from the rest of the universe. Most of the Galvan are known as technological geniuses and their the smartest in the galaxy and azmuth is the one.

Cecilia: amazing, I think brainstorm is now my favorite.

Zack: how come?

Cecilia: well, he is intelligent and has my accent as well.

zack: yeah brainstorm's species a bit rival of it, also I wasn't the first, I was the second of having this watch.

maya: you mean there was a first person turn into alien like you?

zack: yep, Benjamin tennyason, the wielder and hero of thee omnitrix. azmuth made that one and ben found it from his summer time along his cousin gwen and grandpa max. He found and become a hero fighting bad guys that are aliens, monster, villain or criminals when he was 10.

Ichiya: WHEN HE WAS 10?!

Zack: yep and face dangerous alien and warlod like vilgax and when at a teen he unlocked more aliens and become a hero even stop many wars and he even save me after what happen to my life and adopt me as part of a family, which I'll never forget.

Houki: (smile) I hope I can meet him in person.

zack: yeah , and dung is the bastard beyond bastards as I destroyed him, (growl and his iris turn black and red pupil) and now he's back and alive thanks to ben's enemies are here.

Chifuyu: and who is he?

Zack: vilgax, albedo, six-six, seven-seven, eighty-eight, kraab, hex, charmcaster, pyschon, and pyschobos.

They notice zack's eyes are now different and scary that can felt of his rage and hatred when he mention of dung like despite so munch.

Houki: what did he do to you.

Zack: huh? (realize his eyes is different and turn back to normal) sorry you have to see but to your question very bad, I use to have a sister and a father. Dung and ben's enemies came in as my dad was a great man who taught and raised me , he sacrifice to protect us as dung along vilgax killed him as I told my sister yuna to run and hide, they experimented me and torture me for so munch month as it felt like a year, I barely escape and I became a half mutant. (look down ) the plumber save me but as yuna and I got adopted it didn't go well.

Ichiya: why?

Zack: they're abusive parents (their surprise and shocked) I stand and protect yuna as sooner in 2 days we went for a walk , bunch of thugs try to threat and hurt us as I told yuna to hide. (deep sigh as he narrow his eyes while his hair shadow his eyes) a thug with a gun gonna shoot me but yuna take the bullet for me , cause mutant form to change as I rush ask for help and the hospital but people was afraid and hated me as a mutant, she died and soon my mutant form evolve me to a monster and rampage all alone , even vilgax's assassin gonna get me and the innocent people cheer for me to go away as my rage and hatred killed them, ben met me and defeated me so sooner he help me and that why I lived and endure this cursed, pain and burden of my lost.

Chifuyu clush her arm as she is getting mad, maya is crying, houki is horrified, ichiya covered her mouth and cecilia felt heartbroken.

Cecilia: oh, my word.

Houki: how could they. (growl)

Ichiya: he's like me, when my and chifuyu's parents left us.

Maya: poor zacky.

Chifuyu: he won't get any mercy from me.

Zack: As mutant I'm a half ghost so I cannot die but half dead or undead, so being immortal is a curse to me.

Chifuyu: I see, orion.

Zack: yes ma'am?

Chifuyu: if you can make I.S's and new technology then I have a request.

Zack: what is it?

Chifuyu: (smile) I want you to make me a new personal I.S.

Zack: okay why?

Chifuyu: I think it's about time I came out of retirement.

Zack: (smile) very well, it shall be done, tell me what IS you have and Perhaps use some of it to customize and modofied it along to merge with the new IS. And the new one can fit for you perfectly.

Chiyufu: ichiya is wearing it, I want an I.S from scratch, I'll hand you the detales later.

Zack: Alright then

houki: also what was that starscream.

Zack: starscream is a cybertronain, there living alien robotic machine from the planet called cybertron.

Ichiya's: cybertron?

Zack: yes their home world but that planet die from the war eons ago which is two teams which are autobots who serve and protect all living beings and the decepticons who conquers, destroyed, killed and enslaved. Two leader which are optimus prime the leader of the autobots and megatron the leader of the decpticons and they use to be brothers.

Ichiya: those two?!

Zack: yes, but way back optimus prime use to be name Orion pax, a librarian and Megatron use to be name megatronus was a champion gladatior of Kaon.

Maya: really?

Zack: yeah but thin went bad, after their home planet died they adapt on earth and one day bring their planet back to life, They shapeshift to earth's vechile such as cars, trucks, planes, jet, helicopter and some small cyertronian to small device. they're robot in disguise and sometime cybertronian can go beast mode as well.

Ichiya: wow, hey zack, if any transformer autobots come here, would they also change into I.S's?

Zack: not exactly, but they do have their own weapon and armors, some weapons they know are relic of ancient history and I study and learn of their weapons, armors and device to remade my own including customize and modified with some upgrade.

Maya: amazing and this starscream is a decpeticon.

Zack: yeah, before that he's an air commander on cybertron and megatron team, (chuckle) but a laughing stock and think he can defeat megatron and become leader of the decepticon but failed many times and not the strongest as well.

Chifuyu: hmm, I think I'll make his body into scrap.

Zack: yeah and that's why he still mad I stole his null ray gun and megatron is super pissed off when I stole and remade his fusion cannon.

Houki: (smile) you are bagging for more danger you know that?

Zack: it's a hero thing and learn from the best brother, I did some helping of they autobots back then, I can mixed the cybertronian tech with human tech, other alien tech, other species tech to mixed, upgrade, custom, modified as one. The I.S could handle the decpeticons or cyertronian depends of the level. I don't mind made and give downloaded data of it, only the people I can trust.

Chifuyu: well you can count on us, the I.S academy has a rule that no other organization or mateninse can interfere with any students study's.

Zack: yeah and I built a safe security in case someone try to hack or find it, wanna see my lab?

Chifuyu: we'll see it later, right now you need to get to class.

Zack: yes mam.

Timeskip

Houki, ichiya and zack are walking back to there dorms.

Zack: man today was surprising and fun.

Ichiya: so zack, why you stop me of defeating Cecilia?

Zack: your shield energy was going to depleting fast and about to lose, so I take matter in my own hand to win this for you.

Ichiya: (blush) oh you.

Zack: and I notice this, (smile) as you, houki, Cecilia and some like me do you?

Houki: (blush) WHAT!? Um what are you talking about zack, don't say weird things like that.

Ichiya: y-y-yeah what she said.

Zack: no need to hide it, I can tell by the reaction and the face even houki hug my arm, I've been have some feelings and crush on you girls.

Houki: really?

Zack: yeah (blush) I have to admit it, you two and cecilia are cute, amazing, badass and I like y'all cause my heart for sharing the one I treasure the most. When houki and I do kendo is was like a date and fighting along ichiya and cecila was great too. I didn't wanted to disappoint y'all.

Houki smiled and hugged his arm and so do ichiya.

Houki: well you did a good job.

Ichiya: yeah.

Zack: thanks you two, my first girlfriend i have didn't work out.

Houki: don't worry about that, just focus on the now.

Zack: thanks, also ichiya since you need more training of the IS, me and houki will help you.

Ichiya: sure.

zack: alright, and (kiss there cheeks) a thank you for accepting this, let's go to know each other more to the future.

they blush and hugged him

meanwhile

Cecilia is taking a shower and thinking about zack.

Cecilia's thought: why am I feeling this way? Even though I lost, (thinking of zack in the fight) zackery orion, (even remember of zack explain of his past and his eyes shows it) what happen to you?


Hey everyone artzilla here, I know that some of you are requesting for ben to be in a crossover, but I'm sorry but we can't, me and prime are writing for austin, koan and zack, ben will be with the boys but nothing else, there is already thousands of crossovers featuring ben only, we are doing this because we like to. But there will be only one ben crossover and it's linking to rwby when it's finished, until then no ben crossovers.