A week had passed since the incident involving Saizou and the rumor mill had kept spinning wild tales about it. It would appear that a demonic aura like Moka's wasn't one that could be ignored. Also, Ben was said to be able to turn into a strange western monster that nobody had ever seen or heard of before. A four eyed and four armed red beast that could match Saizou's strength. They suspected that he'd been the one to defeat Saizou so fantastically but Ben knew the truth. 'Like they would believe me,' thought Ben. 'Moka was the one who finished him off.' Thinking about his friend's dark side freaked Ben out a bit. Even if she was completely and utterly hot, Ben knew not to mess with a woman like that. She could snap him like a twig easily.

Chapter 2: Stinkfly + Vampire

Moka was the only person in the entire school who knew he was human. She was also the only person who knew about the Omnitrix. It still fascinated her that a device like that existed. Her friend could turn into any number of aliens whose DNA was housed in it. It made her rethink of the existence of intelligent life beyond Earth and she herself wanted to explore space after hearing of Ben's adventures in the past. Ben felt that it was a little ironic at how all the students and faculty members here were monsters disguised as humans, he was a human trying to pass of as a monster who was disguised as a human. The Omnitrix could help him convince others he wasn't human, but with so many forms to choose from he may cause a lot of confusion.

Ben actually became a better wielder of the Omnitrix over the years. He found out how it worked though not as perfectly as he would've intended. He still couldn't find the Master Code which would allow him to switch into alien forms at will or switch between them without needing to change back to human form. So far the Omnitrix's full potential was a mystery to him. He hadn't unlocked any new aliens for the last 5 years, but he knew the Omnitrix could absorb alien DNA.

He eyed the students around him. Was it possible to absorb monster DNA? It wasn't human but it wasn't alien either. Maybe he could get Moka to donate some DNA and he could try it out. Of course, he doubted he could convince her other side to do it. She gave him the creeps and if he even asked if he could have some of her DNA, she may just take it the wrong way. "Ben!" Ben heard before he was suddenly tackled from behind by the girl he had just been thinking about. "Oh, Moka! Good morning" he blinked before he turned around to look at the girl. "Good morning to you too, Ben," she smiled and then she whispered into his ear as she leaned up. "I'm a little hungry, I need..." Ben sighed and rolled his eyes. "Drink up" he said. "Oh, thank you!" She then bit his neck.

CHUUU!

She took some of his blood. She pulled away after licking her lips. "Mmmm, delicious as ever." Ben deadpanned as he rubbed the spot she'd bitten. "Glad you liked it, I feel like a juice box." Ever since that day, Moka would occasionally bite Ben and drink some blood. It still hurt, even if Moka kept saying how much she enjoyed it. "Oh, but it's so tasty. I think I might be addicted" she confessed. Ben gulped. He imagined himself being drained completely. Moka was naked and so was he and... he slapped himself in the face. 'Stupid thoughts' he thought. Moka was attractive sure, but she was his friend. Still, the thought of dating her wasn't so unappealing. Maybe he could ask her out... once they got out of this school. "Let's just get to class, OK," Ben told Moka. She smiled and took his hand as they both strolled into the entrance of the building. People began to whisper as they watched the pair enter and one girl had her eyes narrowed.

Ben was walking out by the lake. He and Moka were going to eat lunch out there. Frankly, Ben wondered if Moka really needed to eat normal lunch food or if it was for the sake of disguise. Still, he wasn't going to argue eating lunch with a cute girl. The pink-haired vampire had a few things to do before she could join her friend, but Ben was more than willing to wait for her. "As far as schools for monsters go, this place isn't so bad, better than that prison satellite Tetrax brought me and Gwen to." Ben commented to himself. "Ohhhhh..." a soft voice moaned from the trees. "Huh?" Ben blinked as he turned to where the voice came from. What he found was a female student stumbling out from the trees. She was wearing a variation of the student uniform with a yellow sweater vest instead of the green jacket. Her skirt was pretty short and her socks were bunched up on her legs. She had bright blue hair that was done up in a ponytail and was really cute. Ben's eyes trailed lower and noticed that she had an impressive pair of... assets. 'Woah! They're huge!' Ben blinked in amazement before he snapped back to reality. 'Don't stare! This isn't the time! She's in trouble!'

"Hey! Are you okay?" Ben called to the moaning girl, running up to her. "Uhhh, I think so. I'm just having trouble standing up" she moaned. "Oh, here then. Let me help you" Ben replied as he reached down. "Thank you" the girl sighed softly. She reached up and grabbed Ben's hand before allowing herself to be brought to her feet.

SMOOSH!

And she leaned into Ben and pressed her impressive mounds into his chest. Ben blushed an atomic red as he felt her rub her balloons against him. "I... I think it's my chest. It feels... different today" she sighed. 'I'll say it's different,' Ben thought. 'Why can't the girls back home be like this girl? No! Impure thoughts! Don't think that way!' If he ever thought like that Gwen would slap him. Heck, any girl he didn't know would slap him. "Well... um... maybe the nurse could... um... take a look?" Ben offered. "Oh, you're so sweet" she purred. "I'm Ben by the way. Ben Tennyson" he introduced himself. "Oh, I know" she smiled. "You do?" Ben blinked. "We're classmates" she said. "We are?" Ben asked, he didn't remember seeing her at all in his class. "I'm Kurumu Kuruno. I sit in the back, but you probably don't notice since your attention is always on Moka" the girl said, she seemed to add a bit of venom in her voice when mentioning Moka's name. "Well, she is my friend" said Ben. "Maybe I can change that" smirked Kurumu, as she looked deeply into his green eyes. Ben suddenly found himself feeling a little lightheaded.

"Uhhhh," Ben mumbled, feeling lightheaded and confused. "So, I heard you can change into a red four-armed monster that no one has ever seen before. Can you show me? Pretty please?" Kurumu purred as she traced lines up and down Ben's chest. "Sure" Ben mumbled in a daze. Raising the Omnitrix, he activated it. He scrolled through the alien forms that he had access to before landing on Fourarms. Pressing down on the Omnitrix, he let the change begin. "Wow! I've never seen a monster like you before!" Kurumu cried in amazement. She stepped forward and ran her hands across Fourarms' muscled chest. "Hmmm, ripped and muscled too!"

"Okay, okay. Watch it with the hands! Your chest was bad enough..." Fourarms frowned as he backed away, mumbling that last part. "Huh? You can think again?" Kurumu asked, surprised. "What's that supposed to mean? Why the heck did I change anyway? Um... well, do you still need to go to the infirmary?" Fourarms asked, scratching his head. Before Kurumu could answer, "Ben!" Shouted Moka, coming up to them. "Oh, hey Moka" Fourarms waved with his right arms. "Why did you change? And who are you?" Moka asked as she noticed Kurumu. "Oh, just passing through. Well, I gotta go" said Kurumu innocently, holding in her ire. "Didn't you need to go to the nurse or something?" Asked Fourarms. Wasn't she sick just a minute ago? "Oh, I'm feeling better. Thanks for your concern" said Kurumu with a wink. "Ta ta!" she waved before running off. "Such a strange girl" Moka frowned suspiciously. "So Ben, can you change back? You know the rules."

"Oh, sure," said Fourarms. He touched the Omnitrix symbol and in a flash of green light he was back in human form. "That was weird. I don't remember activating the Omnitrix" said Ben as he scratched his head while looking at his Omnitrix. "Are you feeling alright?" Asked Moka, as she and Ben walked through the school hallway together. "Never better, why?" Ben answered. "I'm just worried" said Moka. "Don't be," he smiled reassuringly, lifting the Omnitrix. "I got this, remember?" As the pair headed through the halls, they weren't aware that they were being watched. Above them, Kurumu was watching them go with a frown on her face. So Moka thought she could hog Ben all to herself did she? Well, she had another thing coming.

"You, Moka Akashiya!" she called out. Both Ben and Moka stopped when they heard someone calling out to the pink-haired vampire. Both looked up to see Kurumu perched on a stair rail. Smirking, she leaped from the rail and landed on the ground. It didn't escape any male's notice, even Ben's, that her skirt had flipped up and revealed her panties on her way down.

"Dude, did you see that?!"

"They were totally white!"

"Whats even better, look at the boobs on her!"

"Who knew there was another babe like Moka in the school!"

"Those are fantastic tits!"

Kuo: Hey, useless commentary is my job! WEEEEE!

"My name is Kurumu Kuruno!" Kurumu announced as she pointed at Moka. "And I'm challenging you for the title of the school beauty!" Moka blinked for a few moments in utter confusion. She was silent for a moment more before she pointed to herself, "Me?" Kurumu frowned. "Yes, you!" She stepped forward and leaned in next to Moka. "I heard you're a vampire. I'm a succubus and I'm not going to lose in a contest of beauty! Ever since day one, the boys here have been drooling over you when they should be drooling over me! You're interfering with my master plan!"

"Master plan?" Ben blinked. He looked to Moka who only shrugged. "That's right! My Yokai Academy Harem Plan! My plan was to seduce all the boys in school and make them my loyal servants! It's been working thanks to my booby trap. BUT... the stupid boys keep fawning over you! I had it with your man-stealing!" Kurumu said. "Uh, I'm right here" said Ben. "But... but... I didn't steal anyone, I swear" Moka sputtered, trying to defend her position.

Kou: Ooh look, I think a cat fight's about to break out! WEEEEE!

"Mom warned me about girls like her," Ben sighed as he rubbed his eyes. "Anyway, to get my revenge and defeat you, I'm going to take your American stud, Ben Tennyson!" Kurumu announced. "What?!" Moka gasped. "What am I, a trophy? What makes you think I'm going anywhere with you?" Asked Ben, frowning. "Oh, I can be VERY persuasive... Love Charm" Kurumu purred. She leaned in close and her eyes flashed momentarily, causing Ben to get dizzy and lightheaded. "Ben...?" Moka questioned. "Moka," Ben said tonelessly as he turned to face Moka. "I'm just a big juice box for you, aren't I?"

"No Ben, that's not true" Moka tried to deny. "Everyday you bite me and suck my blood, I'm sick of it. I'm with Kurumu now, she's a better friend anyway" said Ben, as he hooked arms with Kurumu. Moka began tearing up and then ran off crying. Kurumu smiled victoriously. Turning to her new conquest, she snuggled up to him. "Yes!" She cheered. "OK, Ben, now take me somewhere where we can be alone..."

Kou: Sorry folks, that sounds like its for Adults-Only. Start the time skip, WEEEEE!

-TIME BREAK-

Moka sat in between two buildings and sobbed uncontrollably. Was that really all she thought Ben as, a quick meal? It couldn't be. Still, it hurt a lot when she heard Ben accuse her of that. "How long are you going to sit there and cry?" A tough female voice suddenly spoke out. "Eh?" Moka gasped. She looked down and saw her Rosario with the center glowing blood red, it also had an eye. "Who... who are you?" She asked. "Your other half" the voice answered. "You're being deceived, that girl told you she was a succubus. They have the ability to control men through a spell called Love Charm. Now she's got Ben eating out of the palm of her hand, but that isn't the worst of it" Moka was starting to get scared. "What is?" Asked Moka fearfully. "If someone under the influence of Love Charm kisses the caster, they become the caster's slave for the rest of their life. Succubi then suck the life out of them till they die. I shudder to think what a vindictive girl like that would do with the power of the Omnitrix at her disposal. YOU MUST HURRY!" With that, the light of the Rosario faded. "Oh, no!" Moka gasped. Getting up, she began to make a dash for the main school building. "Ben!"

-TIME BREAK-

Kurumu laughed in the infirmary, cheering of her victory. "YAHOO, I did it! I made that wretched girl cry her eyes out! And I won a stud" Kurumu turned her seductive eyes on to Ben, who was sitting on a chair next to her. She couldn't help but imagine what he would be like. She had never charmed or bedded anyone before, much less an American. She was curious as to how it would be. "You look sad, Ben" Kurumu purred as she put her hands on his shoulders and made him look up at her. "I know just the way to make you feel better" Ben blinked dumbly before Kurumu pulled him closer and planted his face in the middle of her cleavage. If he was in the right state of mind, he would have been panicking at what was going on. As it was, he was just sitting there with his face buried in a girl's breasts.

"Just forget all about Moka," Kurumu spoke softly "I'll make you feel really good." Kurumu was about to pull Ben onto the bed to make her final move, but before she could even get him back on the bed, she felt him beginning to struggle. She tried to look him in the eye again, but he was already backing off and covering his face. "Okay, enough! Just what the hell did you do to me?" Asked Ben, coming to his senses. "Wait, you mean you're not into me?" Kurumu huffed, feeling rejected. "Well, someone who pins me against my friend is kind of a turn off" Ben retorted sarcastically, then sighed. "Look Kurumu, it's just..."

"You like her more than me... don't you! I put all that effort into showing you I'm ready and able, all that work into seducing you" Kurumu growled, obviously getting ticked off on a high level. "I even thrown myself at you like a whore! Truth is, some of it was embarrassing too! And you just turn me down?!" Ben had an instinctual perception of danger and Kurumu was starting to radiate danger in waves. Deciding to try and get out of a bad situation, "Hey now, just calm down" Ben attempted to calm her down. "Ooooooh! Now I'm really mad!" Kurumu growled. To Ben's shock, Kurumu sprouted a pair of bat-like wings from her back while a tail with a spade on the tip slipped out from under her skirt. Her nails had even lengthened and looked like they could cut up a lot of things, namely Ben himself! "If I can't take you from Moka, then I'm going to make sure she can't have you either!" Kurumu then lunged at Ben.

"Woah!" Ben cried as he ducked underneath the blow. Several deep gouges appeared in the wall where Kurumu had struck. Rolling to the side, Ben pulled back his sleeve and activated the Omnitrix, pulling up the alien of his choice "Okay then, let's fly!" Ben pressed the face-plate to begin the change. Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face. "STINKFLY!" The alien insect grinned as he buzzed in the air.

Kou: Lepidopterran's AKA Stinkflies can see in 4 different directions thanks to movable eyes and can shoot high pressure liquids from them. This liquid can range from a flammable fluid to an immobilizing jelly. Unlike most bugs, they can't swim and if their wings get too wet, they temporarily lose the ability to fly. They also excrete a foul body odor, hence Ben's name for it. WEEEEE!

"Ewww!" Kurumu gagged as she held her nose. "So much for a rip stud, prepare to get swatted!" She said. "You gotta catch me first!" Said Stinkfly, crashing through the infirmary window. Kurumu growled angrily before she took flight and followed. Both fliers were in the sky and one was diving at the other, hoping to disembowel him. "Neener, neener, neener, neener!" Stinkfly laughed, sticking his tongue out at Kurumu. She hissed as she lunged for him again, aiming to slice off his wings. A wobbly eye turned to see if she was on his tail and wasn't disappointed to see Kurumu. Within inches of hitting Stinkfly's body, the alien insect buzzed into the air, avoiding the attack. Stinkfly then shot streams of green slime out of his eyes. Kurumu was hit with the green slime which pushed her down towards the ground. Hitting a tree, the slime solidified into a jelly. The succubus struggled with the substance. "Gross" she gagged. She turned up to glare at the one who did this to her, as he landed.

"Now, are you going to..." Stinkfly was asking, but his forehead flashed red a few times before changing back into a human. "Back off? Would an extra minute really kill ya?" Ben asked, looking at his Omnitrix. Kurumu didn't know why he would change back into human form at a time like this, was this kid stupid? Casting those thoughts aside, she began to struggle with the slime again. Retracting her nails and moving her hand, abet slightly, she regrew them again. They popped out and she sliced herself free. "Listen, I'm flattered you want to flirt with me and all..." Ben was saying, backing up. "Save it, now DIE!" Kurumu shouted, flying at him again. "BEN!" Shouted an innocent voice, the owner pushing the succubus a good few miles away. "MOKA!" Said Ben, noticing his pink haired friend. "Are you ok?" Moka asked, running up to Ben. "Been better, I'm sorry about those mean things I said earlier, I..." Ben tried to apologize, but then: "Perfect... now I can kill both insects with one swipe. Hahaha, HAHAHAHAHAHA!"

"WATCH OUT!" Shouted Moka, pushing herself and Ben out of the way. Kurumu flew by, slicing 4 tress in her path. "She cut those trees like butter" said Ben, shocked. "Ben... are you hurt?" Asked Moka, sitting up. "No, I'm fine" Ben answered. "Thank goodness, if you were... I don't know what I'd do" said Moka, smiling warmly. "Hahahaha! Well, well Moka; I guess that stuff about you being a vampire was bullshit. Now you and your dinner plate are gonna die!" Said Kurumu, flying toward them again. "NOOOOOOOO! You can kill me, but please spare him!" Said Moka, hugging Ben in her chest. "Your really going that far? Oh, come on! All he is to you is food!" Said Kurumu. "HE"S NOT!" Screamed Moka, making Kurumu pause her assault. "I'm not protecting him because of his blood, it's because I care about him! He's the world to me! Ben's the first real friend I ever had and I'll gladly die for him!"

'Moka...' Ben thought. "What's with all this stupid friend crap? There's only one use for men and that's as slaves, nothing more than playthings to bend to your will!" Said Kurumu, resuming her assault. 'I feel the same way Moka' thought Ben. "I'd die for you as well!" He shouted, turning to shield Moka, unknowingly pulling her Rosario off. A close-up of the Rosario fills your screen... as the eye opens. "What's the deal with that light, what's going on?" said Kurumu, getting nervous.

(AN: Queue the music when Outer Moka changes into Inner Moka)

Bats flew from the sky again, surrounding Moka. Ben backed up a bit in surprise and Kurumu was just floating in mid-air. For some reason, she became full of fear. When the rosary seal over her breast is removed, Moka's innocent self vanishes, and her inner vampire... awakens. The bats fluttered away, revealing a different Moka. "Sorry to keep you waiting" said the released Inner Moka. "Are... are you, one of those rare S-Class monsters?" Asked Kurumu, trembling. Inner Moka locked eyes on Ben. "What's wrong; little, busty succubus too much for the great Ben Tennyson?" She asked with a smirk. "It's not my fault, stupid watch ran out of time" said Ben. "This can't be... your a... vampire?" Asked Kurumu. "Why don't you come down and found out, or are you afraid you'll loose to a man stealer?" Said Inner Moka, mockingly. "Grrr, I can't lose to you. I'm on a very important mission, my race is at stake" answered Kurumu. "Your race, is at stake?" Asked Ben. "Yes, we succubi bewitch a large pool of men to meet our destined partner, our Mate of Fate" said Kurumu. She then swooped down toward Inner Moka and attacked. "But you got in the way, Moka! Now I can't let you live!" Inner Moka easily dodged to the side. "That's it, that's the only reason you picked a fight with me? Big mistake" she said, grabbing Kurumu's tail. "Now experience the power of an S-Class monster first hand. KNOW YOUR PLACE!" The next thing Kurumu felt was a kick to her chest, then crashed through 3 trees before stopping on the fourth. "I-I'm sorry, I'll stop" said Kurumu.

Kou: This episodes showdown took 1 minute, 38 seconds. That's including Stinkfly's part of the action, WEEEEE!

Inner Moka approached the downed succubus. "Unfortunately, I'm going to have to tear them off to be safe. Your wings and your tail, that is" said Inner Moka. "No... please don't... I'm begging you..." Kurumu said, shaking in fear. Although she did attack him, Ben felt that what Inner Moka was doing was going too far. He ran in front of Kurumu, protectively. "Ben, what are you doing? This succubus bewitched you, then tried to kill you. Step aside" commanded Inner Moka. "Moka, I think she's had enough. Didn't you hear her? She didn't do what she did for sport, she was trying to save her own people" said Ben. Kurumu looked up, amazed. Despite what she did to this boy, he was defending her? No one had done that for her before. "How can you be sure?" Asked Inner Moka. "Well, when you've been a hero as long as I have, you tend to see the difference in someones actions. And deep down, I think Kurumu is a nice girl. All that seducing was embarrassing to her, so that's gotta count for something right? Why don't we let bygones be bygones, and be friends with her... like you and me?" Said Ben, hopping this would sway Inner Moka's mind. Kurumu felt so bad, this boy understood her and the thanks she was about to give him was his own mangled corpse. She couldn't hold it in any longer, she cried.

Inner Moka walked up to Ben and took her Rosario. "Friends? You and me? Don't get the wrong idea Ben, sure your an interesting boy, but I only did this so your blood wouldn't get swiped from me, nothing more. I'm not like the other Moka you've come to know." Said Inner Moka, placing the Rosario back on her neck as she changed back into Outer Moka, falling. Ben caught her. 'She said it again... wait! So there's... 2 DIFFERENT Moka's?' Ben thought.

-TIME BREAK-

"So your rosary spoke to you?" Asked Ben. He and Moka were walking to school the next day and Moka brought up what she heard from her item. "Yeah, she said she's my other half. Maybe the seals getting weaker or something" said Moka. "Really... well, both of you are my friends. And if either of you wanna stuck my blood, its fine by me" said Ben. The alien shape-shifter and the vampire looked into each others eyes.

"Moka."

"Ben."

"Moka."

"Ben."

Kou: I still don't get how we go from ass-kicking and bouncing boobs; to this lovey-dovey, bullcrap! WEEEEE!

"MORNING!" Shouted Kurumu, surprising Ben and Moka. "Uh, hey Kurumu" said Ben. "Hi Ben, I made cookies, wanna eat them together?" Kurumu asked. "Ok, but why?" Asked Ben. "Don't tell me you forgot. I already told you I was looking for my one and only destined partner, didn't I?" Asked Kurumu, getting excited. Ben and Moka nodded. "Well... I decided its you!" She answered with a blush. "WHAAAAAAAT!" Cried Ben and Moka. "And it's all your fault, you risked your life to protect me from Moka, and you did it without turning into your monster form, now I'm totally in love with you!" Stated Kurumu, running forward and pressing her mounds into Ben. Both girls tugged him back and forth like he was a rope and he was starting to get a headache. What had he gotten himself into now? "No, Ben is mine and mine alone!" Moka lunged forward and...

CHUUU!

"OW!" Ben exclaimed.

As you can see, this ended differently than the original writers' version. I'm taking it in a new direction from here on out. See ya next time! :)