Omarnosian10: Hello, readers. I'm back with a new question.

Batrath: Can you tell which aliens Ben is not going to have?

Omarnosian10: That's not exactly a good question, but I didn't involve a list of aliens in the first chapter, so Ben, do you mind answering for me?

Ben: Alright. The aliens I don't have yet are Nanomech, Water Hazard, Terraspin, NRG, Armodrillo, Ampfibian, ChamAlien, Bullfrag and Whampire because I obtained them in the series by scanning the species' DNA.

Kurumu: You forgot to include Shocksquatch, because you obtained him when you met Rex in the series.

Omarnosian10: Kurumu, when did you get here?

Moka: When you started the announcement, and you left the door open.

Omarnosian10: I really got to stop doing that!

Ben: Anyway, in this chapter, Yukari will make her debut.

Moka: She won't talk to us until the end of the chapter.

Kurumu: And don't worry. She won't be in Ben's harem for long.

Omarnosian10: No, I'm not planning to kill her. You'll find out in this chapter. Now then... ON WITH THE SHOW!

Chapter 3: Intellect Rivalry

(Ben's dorm room)

Ben was at his desk in his dorm room, writing a letter for his Grandpa Max. This one would be the same letter as he would be sending another one to his parents.

(A/N: The original series episode, Goodbye and Good Riddance happened in this story, except only Ben's parents know his secret identity)

The problem was that he wasn't sure what to write about and there was a lot to write about. After all, it wasn't everyday a kid who could change into dozens of different aliens ended up in a school of monsters. Tapping his pencil on his desk, he then started to write.

Dear Grandpa Max.

Thanks for telling me about Youkai Academy. You were able to get me ready for what I was going to face. And, thanks to the Omnitrix, I was able to hide my human DNA. A lot of stuff has been going on here. I've made some pretty good friends. They may be monsters, but they are good people. Their names are Moka Akashiya and Kurumu Kurono. Let's just say life is sometimes fun or embarrassing with them around. It's been interesting to say the least but I'm dealing with it like a Tennyson. You'll be proud of me, Grandpa. Oh, and tell Gwen I said hi. Hope you're both doing OK.

From: Ben Tennyson

Ben stretched and tapped his pencil against his chin.

"OK, now how am I gonna get this letter delivered?" asked Ben rhetorically.

(The Academy Forest, Morning)

A new day had arrived at Youkai Academy and Ben was just heading downstairs. He could see some of his dorm mates just waking up and some of them had accidentally assumed their true forms. One had a pig's head while another had an elongated neck. Shaking his head, Ben headed for the exit. He was thankful that his dorm room had a shower. He walked out of the dorm building and took in his surroundings.

"Still feels like I'm in the middle of a horror movie set." commented Ben before he chuckled, expecting a monster to jump out from the bushes and attack. Well, one monster particularly. Moka would definitely show up and give her one of her good morning kisses/bites. He'd seen vampires in movies and Moka was definitely not like them. He's starting to hate horror films because they don't have useful information on the monsters they showed. To Ben, she just looked like a hot and average girl with that girl-next-door charm. Kurumu, of course, would throw herself at him and suffocate him with her breasts. That would be a pervert's dream to die like that, but for Ben, it's the most embarrassing way to die. Shaking his head, Ben continued on his way to school. To most people who'd heard the rumors, Ben was in truth an American monster that resembles a cross between a praying mantis and a grasshopper with the power to jump long distances, and a stone-hard head. They didn't know the Omnitrix and it would stay that way. Only Moka and Kurumu knew and Ben trusted them. Ben walked through the gate, only to have Moka suddenly appear at his side.

"And a good morning to you, Moka!" greeted Ben.

"Good morning, Ben. May I…?" asked Moka before Ben interrupted.

"Did you skip breakfast again?" asked Ben with a raised eyebrow. Moka pouted before she crossed her arms.

"No, I didn't." answered Moka sadly.

"That's good, otherwise-" began Ben before he was glomped from behind. The softness pressing against him gave away his attacker's identity.

"Hi, Kurumu." greeted Ben before he turned his head to Kurumu.

"Hello, sweetie. So, about my offer…" purred Kurumu.

"No, I don't want to get married and I don't want to go to your room." replied Ben.

"Phooey." pouted Kurumu, reluctantly detaching herself from Ben's back and walking in stride with Moka and Ben.

"I'll get you eventually though. You can't fight fate." said Kurumu.

"Won't need to." commented Ben under his breath.

"I think they're posting the midterm results today." informed Moka, making conversation.

"How do you think you did?" asked Moka.

"Don't remind me." grimaced Kurumu.

"I'm pretty sure I'm at least in the top 15." gloated Ben before he chuckled. He had studied of course, and thanks to the Omnitrix, he can transform his brain into Grey Matter's so that he could remember the used knowledge he obtained.

"Well, I hope I do well. Do you want to go with me to see the scores later during lunch, Ben?" asked Moka.

"Uh…sure." nodded Ben before he turned to Kurumu.

"You want to come with us, Kurumu? I don't want you to be left out." asked Ben. Moka gritted her teeth in anger while Kurumu blushed before answering.

"Of course I'm going with you!" answered Kurumu quickly. She instantly latched onto Ben's arm, practically laying claim on him.

"I invited Ben, not you!" huffed Moka as she grabbed Ben's remaining arm.

"He's the one who invited me, and I'm not leaving my Destined One alone with you. You'd probably drain him dry at the first chance!" snapped Kurumu.

"I would not!" retorted Moka.

"Can we just go please?" groaned Ben. This was getting to be the usual morning for him.

(Youkai Academy Hallway)

Ben, Kurumu and Moka stood among the students looking at the midterm results that were posted on the wall. Ben was trying to look for his score. He hoped he did well. He didn't want to fail but he wasn't the best student. The only reason he could do his homework was because of Grey Matter or Brainstorm. His chemistry homework is only because of Gutrot. He's really glad that he obtained an alien that can help him with his chemistry, because chemistry is normally his worst subject.

"I'm number 13! Yay! I knew that extra studying paid off!" cried Moka.

"Congratulations Moka." chuckled Ben as he approaches Moka before he turned to see where he had ended up. It took him a while to recognize his name in Japanese figures, but he found it.

"Oh, yeah. Lucky number 10." cried Ben as he fist pumped.

"You're even smarter than me." said Moka encouragingly.

"200?!" screeched Kurumu from where she was looking at her test scored.

"Awwwww!" cried Kurumu.

"I guess Kurumu didn't do so well." chuckled Ben.

"I suppose not." said Moka before she sweat dropped. As they were talking, a younger girl made her way up to the test score board. She was in a brown uniform and had a small cape on her shoulders with a witch's hat on her head. Her hair was dark brown and reached down on her chin. She seemed a little nervous, but still she looked at the board.

"Yukari Sendou…number 1! Great!" smiled Yukari

"Well, well, looks like you got the top score again. Looks like you really did deserve to skip grades." said an unfamiliar voice from behind Yukari. The girl, Yukari, turned around. In front of her was a teenage boy who was in the Youkai Academy uniform. He was missing the jacket and tie though. His skin was dark, as if it was tanned, and his eyes were slightly sunken in while his hair was almost white. His two cronies were pale and had sunken eyes with greasy hair. The one on the left has red hair, and the one on the right has lavender hair. The leader also had an armband on that designated him as a class representative. He is also known as Tadashi Wanibuchi.

"Don't get a swelled head though. To me, you're just a little brat who is still stuck to mommy and daddy." hissed Tadashi. Yukari frowned. Before she could say anything, the class rep swatted her head.

"What is with your uniform anyway? I hate people who stick out!" growled Tadashi.

"Hey! Get away from her!" threatened Ben before he stepped toward Tadashi and Yukari blinked at the boy who came in her defense.

"Stay out of this, Gaijin. It's none of your business." hissed the red-head, also known as Sandisco.

(A/N: Since the cronies don't have any names in anime or manga, I am giving them both names)

"When someone's in trouble, I make it my business." replied Ben, reaching for his Omnitrix. He knew what to choose.

"You know what she is? A filthy little witch!" hissed the lavender-haired crony, also known as Zakory. Ben glanced at Yukari and shrugged.

"So? I got a cousin who's a witch. What's the big deal? You racist or something?" asked Ben angrily. Tadashi growled and two more boys stood behind him.

"Look like we need to show you your place." hissed Tadashi.

"Ben!" Moka called and Tadashi, Sandisco, and Zakory blinked when they saw the famous Moka Akashiya run up to the 'Gaijin'.

"What's going on?" asked Moka, taking in the scene.

"Just business as usual." answered Ben with his arms crossed and narrowed eyes.

"Well, let us in on it." said Kurumu, holding his arm. The racist trio's eyes narrowed. Even if they could beat up the 'Gaijin', he could get in trouble for beating on the Academy's most popular girls.

"Let's go. It reeks." insulted Tadashi to his cronies before they walked away. Ben watched them go, growling in annoyance. Once they were far enough, he turned to see the younger girl.

"Are you okay?" asked Ben before he uncrossed his arms.

"Is it true?" asked Yukari.

"What is?" asked Ben with a raised eyebrow, confused.

"That your cousin is a witch?" asked Yukari.

"She actually prefers the term sorceress, but pretty much." answered Ben. The small high-schooler broke out in a smile. Dashing up to Ben, she became a flurry of questions and words.

"What kind of magic does she use? Is she very good? How old is she? Think I can meet her?" asked Yukari quickly

"Woah, woah. (chuckles) Slow down there. Her name's Gwen and she's able to use Mana Manipulation, Telekinesis, and a few other spells I forgot. She's pretty darn good at it since she's been practicing for a while. She's the same age as me too, and for the last question, maybe during semester breaks." answered Ben before Yukari gasped in delight.

"Wow! That's so cool! Oh, I forgot to introduce myself. My name is Yukari Sendou. It's nice to meet you!" introduced Yukari.

"Nice to meet you too. My name's Ben Tennyson. These are my friends Moka Akashiya and Kurumu Kuruno." introduced Ben, waving to the specific people.

"I've heard of all of you. Two of the prettiest girls in the school and the American monster who doesn't belong to any known kind and is mistaken for an alien. To think I could meet you of all people!" complimented Yukari.

"Well, I know we're just that popular." smirked Kurumu as she ran her fingers proudly through her hair.

"I only meant Ben." frowned Yukari. Kurumu face faulted while Moka sweat dropped.

"Oh. I'm flattered. Say, how about we take these introductions to somewhere else? Say, a table or something?" asked Ben.

"Okay!" smiled Yukari. She grabbed Ben's hand and beamed brightly.

(The Academy Cafeteria)

In the cafeteria, Ben, Kurumu, and Moka learnt quite a lot about Yukari.

"So, you're a genius, huh?" asked Ben amazed.

"Sure am! The smartest girl in this school!" gloated Yukari.

'I wonder what would happen if she meets Azmuth.' thought Ben, mentally chuckling with the thought of Yukari meeting Azmuth.

"Well, it must be lonely without kids your own age here." noted Ben.

"It is. Especially if you're a witch." frowned Yukari sadly.

"What's wrong with that?" asked Ben.

"You wouldn't understand." replied Yukari.

"I met a few people who are sad because of their species, so you can tell me." answered Ben, remembering that Tetrax is the last Petrosapien alive, not counting his Dianondhead form.

"Well, it's because…" began Yukari but hastily changed the subject. She eyed the object on Ben's wrist and pointed at it quickly.

"Hey, what's that?" asked Yukari. Ben looked down at the Omnitrix and shrugged, used to the same question that people asked him.

"Oh, just a watch. It's nothing special." answered Ben. Moka and Kurumu sat a bit farther away.

"That girl is gonna be trouble," muttered Kurumu.

"What makes you say that?" asked Moka.

"First off, she got curious about the Omnitrix. And second, she has a crush on Ben. I can tell. Watch." suggested Kurumu.

"So, Ben, do you have a girlfriend?" asked Yukari.

"Well…" paused Ben before he rubbed his neck uncomfortably at the abrupt question. He glanced at Moka and Kurumu.

"I have friends who are girls, if that counts." answered Ben before he started drinking from his water bottle.

"Then I'm going to be your girlfriend!" Yukari proclaimed, drawing attention from the other students present and making Ben do a spit-take, unintentionally at Moka. Luckily, Moka ducked the water with a feared expression on her face, unnoticed by anyone.

"What!?" exclaimed Ben.

"What!?" shouted both Moka and Kurumu in shock.

"Oh, we'll be so perfect together, you'll see. I've fallen in love with you!" confessed Yukari.

"Hold on there! Aren't you a little too young for me?" asked Ben panicky as he waves his arms defensively.

"I'll be twelve on my next birthday. Come on, Ben. You and I are perfect for each other. We're outcasts." said Yukari.

"Outcasts? What makes you say that?" asked Ben confused.

"Um… well, you see…" paused Yukari before she got up and ran.

"I gotta go!" shouted Yukari.

"Weird girl." mumbled Ben, Moka and Kurumu.

(The Academy Hallway)

It wasn't to be the last of Yukari Sendou that Ben, Kurumu, and Moka would see. Wherever Ben went, Yukari was always there. She would grip Ben's arm and chatter with him over anything and everything. She would even cling to Ben's back and get lifts, sometimes unnoticed by Ben, due to her weight. She wanted to know everything about his 'true form'. Where it came from, what it was called and what it could do. She had tried to look him up in the books she brought from home, but nothing matched the description of Crashhopper.

"It's a secret. I can't tell you." sighed Ben after the latest round of questions. He, Moka, Kurumu, and Yukari were all heading down the halls.

"That's what you said last time. Why can't you tell me?" asked Yukari with a pout.

"Because it's against the rules." answered Ben.

"But I told you I was a witch! You could tell me what you are!" pleaded Yukari.

"I said it's a secret." answered Ben firmly.

"It has something to do with your watch, doesn't it?" asked Yukari as she reaches for Ben's watch.

"Don't touch that! It has sentimental value to me!" cried Ben as he whipped his arm away.

"But-!" started Yukari trying to argue.

"He said no! Now leave us alone!" huffed Kurumu, getting tired of the little kid hounding her Destined One.

"You can't make me!" frowned Yukari.

"Watch me!" growled Kurumu as she stomped towards Yukari to teach her a lesson. The small witch in question reached behind her back and pulled out a pink wand that had a heart on the top with a blue crystal in the center.

"Hah!" cried Yukari as a burst of light came from the wand. For a few seconds, nothing seemed to happen before a large pail dropped from out of nowhere and hit Kurumu on the head. The succubus went down in a heap with the pail vanishing in a puff of smoke.

"Oooooooog." groaned Kurumu.

"Hey, are you okay, Kurumu?" asked Ben concerned as he ran to check on his friend. Unnoticed by them, Moka is gritting her teeth in jealousy due to the affection that Ben is giving Kurumu.

"Ha ha ha! I showed you!" laughed Yukari as she skipped on the spot. Ben helped the groaning succubus back to her feet.

"Kurumu, are you okay?" asked Ben concerned. Kurumu groaned before speaking.

"Ow, my head. Darn brat." muttered Kurumu. Frowning, Ben walked over to Yukari and snatched her wand away.

"Hey! Give that back!" demanded Yukari.

"My Grandpa Max always said you should use your gifts responsibly. That wasn't a responsible use of your gift." explained Ben.

"But she's trying to take you away from me! I have to protect you!" reasoned Yukari.

"Kurumu's my friend, just like Moka is. You? I'm not so sure." said Ben. He then returned her wand.

"Now, I want you to apologize to Kurumu for what you did." demanded Ben.

"I thought you were different." mumbled Yukari with her head down.

"Huh?" asked Ben confused.

"I hate you!" shouted Yukari before she waved her wand and this time another pail came above Ben. Going with his instincts, Ben sidestepped, allowing the falling bucket to miss him by a few inches. Yukari then ran off in the opposite direction.

"What is her deal?" growled Ben with his arms crossed.

(Empty Academy Classroom)

"Border beings?" repeated Ben.

"Witches are considered outcasts since they are neither human nor monster. In fact, Yukari's being harassed by her classmates because of that. It's worse because she's a lot smarter than them and she's only 11." informed Kurumu.

"So…that's what she meant." mumbled Ben, remembering what Yukari had said about them being outcasts. She must have meant since he was a foreigner, he knew what it meant to be outside the group in that case. Not to mention that she thought that Crashhopper is a monster mistaken for an alien, like how witches are sometimes mistaken for humans.

"She sometimes plays pranks to get back at her classmates." added Kurumu.

"Must be lonely." stated Moka, understanding how it felt to be an outcast herself.

"Okay, now we have to go find her. Where do you go when you want to be alone out here so you can mend hurt feelings?" asked Ben rhetorically.

"There's plenty of space in the woods." suggested Kurumu.

"Let's try there then. You shouldn't be alone for this kind of thing, especially when you've been alone as long as Yukari has." sighed Ben before the trio ran out.

(Behind Youkai Academy)

Yukari sniffled as she ran. She was so sure that she and Ben would understand each other. She was the little witch and he was the American boy in the Japanese school. He even had a witch for a cousin so he should have been more understanding of her situation. Instead, he scolded her when she tried to make sure they stayed together. Dashing alone the back of the school, she collided with a body. Shaking her head, she looked up to see who had collided with. Her eyes widened and her heart sank when she saw Tadashi's face.

"Well, well, look at what we have here. Now we have our little witch all alone. We also know you revealed your true form to the Gaijin and his friends. You know that's against the rules!" stated Tadashi while Sandisco and Zakory chuckle.

"Uh…uh..." gulped Yukari.

"Well, we'll just have to exact punishment for this. Follow me." smirked Tasisha before he grabbed Yukari's arm.

"Nooooo! Let me go!" cried Yukari as she struggled against the strong grip.

(The Academy Forest)

"You'd think that since the trees are so thick we'd see farther." commented Ben as he, Moka, and Kurumu tried to search for Yukari.

"Yeah! That brat had better appreciate us helping her like this." huffed Kurumu.

"Kurumu! A little sensitivity please! Yukari-chan's feelings are hurt badly!" scolded Moka.

"I really didn't help things. Me and my big mouth. I should have tried to understand her better." frowned Ben before he snapped his fingers.

"Hm…I think I figured out a way to track her." assured Ben before orange fur grew on his head, covering it, except for his mouth, which grew fangs. Three gill-like nostrils are located on each side of his neck. Moka and Kurumu gasp at this before Ben sniffed the air, searching for Yukari's scent. When he found it, his head changed to normal before he turned to the girls.

"I found Yukari's scent." assured Ben before he noticed that the girls have their eyes wide and their mouth dropped.

"Uh, are you two okay?" asked Ben concern, not knowing that he is the cause of their reactions. Kurumu recovered from her shock first and shook her head.

"How did you change your head without even touching the Omnitrix?" asked Kurumu amazed before Moka recovered from her shock. Ben scratched the back of his head sheepishly before speaking.

"I forgot to mention that the Omnitrix has a function that allows me to change my body parts into my aliens'." answered Ben.

"So that's how you avoided Saizou's tombstone throw." realized Moka. Ben nodded before he transformed his head into Wildmutt's as the girls follow him to the deep woods.

(The Academy Pond)

"Ow!" cried Yukari as she was thrown against a tree.

"You don't know how long I've been waiting for this." hissed Tadashi as he cracked his knuckles.

"A little freak like you has no place here!" insulted Tadashi. Before Yukari's terrified eyes, the skin of the three boys turned to scales as their faces became reptile-like. Their hands turned to claws while their eyes turned yellow and slitted. Yukari recognized what these three were. They were Lizardmen!

"Now what do we do to you?" growled Tadashi.

"Back off!" cried Yukari as she drew her wand. Before she could complete her spell, the Class rep grabbed the wand and chomped the top off.

"Oh, I'm sorry. Did I break your little toy? Whoops! Now where were we?" laughed Tadashi.

"Hey boss! Let's eat her!" hissed Sandisco.

"Good idea. I'll bite her head off! Bet her brains alone will be filling!" laughed Tadashi before he leapt forward with his jaws wide open. Yukari could see every single one of his sharp teeth and the back of his throat. Yukari couldn't hold back and she screamed in terror.

"ROOOOAAAAAAARRR!" a beastly roar bellowed. The Class Rep was suddenly tackled by an orange beast-headed figure. Yukari and the other two Lizardmen could only watch as the Class Rep and the figure were in the midst of a snarling and bellowing grudge match. After a couple moments of fighting, the two combatants separated. The Wildmutt-headed figure retreated to stand in front of Yukari while the Lizardmen regrouped.

"Yukari!" cried Moka, appearing on the scene with Kurumu behind her.

"Moka? Kurumu? Where's Ben?" gasped Yukari. The Wildmutt-headed figure release a growl before his head returned into the form of Ben Tennyson. He had a solid glare trained on the three Lizardmen who looked ready to kill.

"Get out of our way!" growled Tadashi at the group of two girls and one boy who were defending the little witch who so richly deserved punishment by him.

"Fat chance. I'm not going to let some punks beat up a young girl, even if she's a witch." growled Ben.

"Ben?" asked Yukari with some surprise. He was coming to her defense even after all the things she had done? Even after how he had scolded her at school? Furthermore, how did he change his head into that orange monster's? Wasn't his true form a green preying mantis/grasshopper monster?

"And what do you think you can do about it?" hissed Tadashi.

"Turn you into cooked lizard!" frowned Ben as he revealed the Omnitrix. Activating it, he scrolled to the image of the perfect form for this situation. Pressing down the face, a green flash occurred. When the flash died down, everyone gasped at the sight. Standing in Ben's place is a light brown crab with an enlarged head, black stripes on the smooth pincers, miniature spikes around the head, gritted teeth, six legs, green eyes and a silver neck brace with a black stripe in the middle that has the Omnitrix symbol.

"Brainstorm!" shouted the Cerebrocrustacean in a British accent as he snaps his pincers.

FLASHBACK ON HOW HE OBTAINED THIS ALIEN

12-year-old Ben and Gwen are currently in front of a control panel, connected to the power plant, which has been set to overload due to it's extending amount of electricity. Gwen is currently trying to hack the controls before she hit it in anger.

"It's no use. I can't hack the system. Maybe Grey Matter can hack it." suggested Gwen before Ben nodded and activated the Omnitrix. He slammed it down and transformed into Brainstorm, except the eyes are yellow, his upper arms are completely black, the spikes are black, and instead of a neck brace, he is wearing black and white pants completely covering his six legs. Brainstorm walked to the panel, unfazed by the mistransformation while Gwen face-palmed.

"Ben, what are you doing? We need Grey Matter, not some sea food!" said Gwen while Brainstorm typed some keys in the panel.

"Forgive me, Miss Gwendolyn, but this form turns Grey Matter into an unnecessary asset since I now have the correct capable knowledge of preventing the upcoming incident from occurring." explained Brainstorm in a British accent, surprising Gwen by using big words that Ben normally couldn't understand. The bar on the panel slowly dropped, meaning that the power plant won't overload. Unnoticed by them, a ball of electricity is forming between two electrical towers.

"Miss Gwendolyn, I would suggest that you should lessen the distance between you and I for extra protection." suggested Brainstorm. Before Gwen could ask why, Brainstorm's skull plate opened, revealing his massive brain before a field of lightning surrounded them and the panel. Suddenly, the ball of electricity fired at them, but couldn't reach the target due to the electrical shield. The shield disappeared before Brainstorm turned from the panel with a smirk.

"Good brainstorming there, Ben!" complimented Gwen before Brainstorm put a pincer under his chin.

"Gwendolyn, you have just given me the correct choice for this alien's name. It shall be known as... Brainstorm." said Brainstorm with his arms crossed.

END FLASHBACK

"EEEEEHHHH!" squealed Yukari as she took in the sight of Brainstorm.

"What the-?! Just what the heck are you?!" gasped Zakory in shock.

"Your newest intellectual rival! And you three reptilian scum are no match for my brilliant mind!" smirked Brainstorm before he opened his skull plates, making everyone looking at it green with disgust as it revealed his massive brain. Suddenly, lightning shot out from the brain and fired at the Lizardmen. None of them could move quickly enough before being shocked by the lightning blast. They cried in pain as they were fired to the sides and over the ground. Closing his skull plates, Brainstorm snapped his pincers repeated as he walked toward the shocked Lizardmen.

"Is mercy necessary for you reptilian scum?" smirked Brainstorm.

"Not even close!" growled Tadashi as he and his buddies got back to their feet and recovered from the shock.

"I dare you to try that again!" dared Tadashi before Brainstorm opened his skull plates and sighed sadly.

"You unworthy students always choose the difficult direction!" commented Brainstorm while he continued walking towards the three Lizardmen. Zakory charged with a snarling mouth fool of teeth. His claws were raised and ready to cut him open. Leaping forward, he slashed at Brainstorm. The Cerebrocrustacean simply created an electrical field as the Lizardman's claws scraped across the yellow electricity, shocking him upon impact.

"Aaugh!" cried Zakory as his reptilian skin darkens from the electrical shock.

"Oops, it appears that your reptilian DNA isn't very resistant to my electrokinesis. Allow me to SHOCK you!" mockingly grinned Brainstorm. Rearing back his pincer, Brainstorm caught Zakory's snout. Electricity surrounded Zakory as Brainstorm tossed him. Zakory flew back with a resounding static and landed at the feet of his boss and fellow minion. Suddenly, a storm cloud appeared directly above the three Lizardmen.

"It appears that there will be horrible weather approaching, and you reptilian scum are in the right position!" chuckled Brainstorm before he blasted lightning toward the storm cloud. The storm cloud crackled with electricity before lightning fell toward the three Lizardmen.

"Ahhh!" cried the three Lizardmen before they ran out from under the lightning, barely dodging it by an inch.

"I may have made a slight miscalculation on your recovery." grumbled Brainstorm as his skull plates closed.

"Ben!" cried Moka as she ran over to the rising alien.

"Ben…I want to fight too!" insisted Moka.

"Are you sure? You do know that your assistance is completely unnecessary." asked Brainstorm before Moka nodded.

"Me too! I may not like the kid, but I don't like guys who would hurt people for no reason." frowned Kurumu, entering her succubus form.

"Although your assistance is unnecessary, your assistance is very much appreciated." nodded Brainstorm. He reached over and gently took Moka's rosario into his pincer. He then tugged the rosario off, unsealing Moka's true form. The Lizardmen shivered as they felt the rise of demonic power. Inner Moka's appearance was both sexy and intimidating. Her crimson eyes gazed arrogantly at the three Lizardmen before she turned her attention towards Brainstorm.

"Once again, Ben Tennyson, you are full of surprises." complimented Inner Moka.

"My intelligent mind aims to please, Miss Akashiya. Now I may suggest teaching these reptilian scum why they shouldn't gang up on considerably young girls because of their jealousy for intelligence!" smirked Brainstorm before he levitated into the air and surrounded himself in a ball of electricity and rolled toward the Lizardmen. Moka ran alongside the alien as Kurumu flew through the air. Brainstorm opened his skull plates (now making Inner Moka green since she never saw this) and fired a bolt of lightning at Sandisco and blasted him into the ground, creating a crater as Kurumu showed that her claws were decorative as she slashed Zakory with her claws repeatedly before using a roundhouse to finally put him down. Looking up, she could see a storm cloud crackling with electricity and saw lightning dropping in and she flew out of the way for it to electrify Zakory. Inner Moka was left to face off Tadashi.

"Pretty pathetic. Ganging up on a child just because she is smarter than all three of you combined. You must be weak if you need three of you to bully one little girl." snorted Inner Moka.

"You imbecile! I'LL RIP YOU APART!" hissed Tadashi before charging at Moka-sama with his claws. He didn't get to do what he intended as Moka-sama drew back her leg before swinging it.

"Know you place!" announced Inner Moka. The impact hit with a crack and sent the Lizardman flying into several trees. He groaned in pain when he stopped but when he looked ahead his eyes widened in horror when he noticed Brainstorm (now out of the electrical sphere) , Kurumu and Inner Moka standing in front of him.

"Hey, Ben, how much electrical power does this form have?" asked Kurumu as she stood in front of the vampire and Cerebrocrustacean before she reared back her left claw. Brainstorm smirked before answering.

"I've never had the opportunity to discover this form's maximum electrical capacity, but I'm quite sure that I have more power than the amount required." said Brainstorm before he fired electricity at Kurumu's left claw. Kurumu aimed her right claw at Tadashi, and suddenly, the electricity traveled between her left claw and her right claw before she lunged toward Tadashi and swiped her electrified claws at Tadashi, who could only scream as the electricity and the blades put him into unconsciousness.

"Ha!" laughed Kurumu as she flies away from the strike.

"How do you know that your succubus nails can conduct electricity without receiving any pain in the process?" asked Brainstorm amazed before he closed his skull plates. Kurumu exited her succubus form before she sheepishly scratching her cheek.

"To be honest, I never tried that before." admitted Kurumu, making Inner Moka face fault. Brainstorm walked toward Kurumu and put a pincer on her shoulder, making her look at Brainstorm.

"That was a brave choice you made, Miss Kuruno. Sacrificing your physical health for others. You are a worthy heroine in my opinion." admitted Brainstorm, making Kurumu blush and Inner Moka grit her teeth in jealousy. After all was said and done, the trio walked up to Yukari before Brainstorm tapped the Omnitrix symbol and flashed green before turning back to Ben. Inner Moka sent a glare at Kurumu, unnoticed by anyone before she retrieved her rosario. Clicking it back into place, she returned to her gentle outer Moka persona. She stumbled slightly, but managed to remain conscious.

"Wh…why? Why did you come and help me?" asked Yukari.

"Are you dumb or something? We may not have gotten off on the right foot, but that doesn't mean we can't be friends." sighed Kurumu.

"Yeah. I am pretty much the odd guy out being American out here. I really wouldn't mind being friends again. I thought we got along pretty well." smiled Ben.

"No one should have to be alone all the time." smiled Moka weakly. Yukari blinked, then started sniffling, then broke out crying loudly. Moka was quick to react as she wrapped Yukari up in a hug. The tiny witch continued to cry loudly. She was so happy at this point. She wouldn't be alone or lonely anymore. She finally had friends who liked her.

"Ben, what are you and what is that watch?" asked Yukari.

(The Academy Forest)

Sitting in a circle, Ben once again had to explain what the Omnitrix was.

"And it allows me to access the genetic code of various aliens and adopt their forms and use their abilities whenever I need them," finally finished Ben before he took a deep breath. It had taken him a good 15 minutes to explain the complexities of the Omnitrix to Yukari, or at least an abridged version of it.

"So, you're human?" responded Yukari.

"Actually, I'm 3/4 human and 1/4 Anodite, but without the Spark of the Anodite, I can't access my Anodite DNA. But with the Omnitrix I can hide my human DNA." shrugged Ben.

"So that's how you got through the barrier." noted Yukari, making Moka and Kurumu glare at her while Ben looked at her confused.

"What barrier?" asked Ben confused. Moka sighed sadly before she turned to Ben.

"I guess we forgot to tell you. There is a barrier around the school that kills humans when they come in contact with it. Since you're not completely human, you were able to pass the barrier safely." answered Moka before Kurumu crossed her fingers and closed her eyes, along with Moka, waiting for Ben's unleashed yelling. They were surprised when they heard a shrug and quickly undid their actions to see Ben with his arms crossed.

"I owed you from not telling you about the Alien Limb Transformation function, so now we're even." said Ben calmly.

"You mean you're not mad?" asked Kurumu amazed.

"Don't get me wrong though. I am disappointed that only my father's side of the family can visit the school, since most of them are part Anodite, but I'm glad you told me. If you hadn't and I asked one of my pure human relatives to visit, they would die and it would be my fault for not trying to find out." answered Ben, making the three girls feel sympathy for him. Ben's pure human side of the family can't visit while Ben's alien/human side of the family can.

"Anyway, Yukari, you must swear to never tell anyone. It's for his safety." warned Moka, changing the subject.

"Don't worry. I owe Ben my life. Of course I'll keep it a secret." beamed Yukari.

"But rumors are gonna spread." pointed out Kurumu.

"Let them. They will just confirm I'm not human." said Ben.

"That's right. You can pretend to be a Super Doppleganger, a shape-shifting monster." explained Yukari.

'So that's why Grandpa suggested that.' mentally realized Ben.

"I've seen a few alien heroes on the news, so does that mean you can turn into Upgrade, Grey Matter, Clockwork, Atomix and Jury Rigg?" asked Yukari with stars in her eyes.

"Yes, and a lot more." said Ben as he activated the Omnitrix.

(Youkai Academy, Two Days Later)

It was a couple of days since the incident with Yukari and the Lizardmen. Presently, Moka and Ben were carrying boxes to their classroom for Miss Nekonome.

"So Yukari is getting along with her class now?" asked Ben curiously.

"Yes. She apologized for pulling so many pranks on her classmates and she's been doing better." smiled Moka happily.

"That's good. At least she won't be bullied anymore. We probably took care of that." nodded Ben.

"Hmm." smiled Moka.

"MOKA!" a young voice called in an angry tone.

"Huh?" Both vampire and human turned to see who was calling for Moka. To their surprise, Yukari was stomping towards them before she pressed herself between them.

"Did you try to drink his blood today?!" asked Yukari angrily as she turned to Moka.

"HUH!?" exclaimed Moka, dumbfounded by Yukari's anger.

"Only once because I skipped breakfast." answered Moka honestly before a frying pan appeared in mid-air and smacked Moka on the cheek before it vanished in a puff of smoke.

"If you ever want to date Ben, you should stop skipping breakfast on purpose." suggested Yukari.

"What do you mean?" asked Moka nervously.

"When you, Ben and Kurumu saved me, I realized that Ben's too good for me. However, that doesn't mean you two can either until you break your habits of slowly killing Ben without realizing it." shouted Yukari.

"What do you mean? I never tried to kill Ben." replied Moka.

"You're a vampire, so you sometimes treat him as a blood bank, and you can kill Ben if you suck his blood. And let's not forget Kurumu. She can kill Ben if she keeps his head in her boobs for too long, so unless you stop doing that, you're not allowed to date Ben." explained Yukari, making Ben sigh in relief that she is only protecting him like a sister.

It seemed like another day at Youkai Academy.

Omarnosian10: Alright, done with this chapter. Yukari, tell the readers how you feel about this.

Yukari: This is very original, making me and Ben have a sibling relationship.

Ben: Not to mention, someone who can protect me from suffocation and blood loss.

Yukari: Thank you, Ben.

Ben: No problem.

Moka: So who is Yukari's love interest?

Omarnosian10: Actually, she won't have a love interest until the girls break their habits and they give her dating advice later.

Kurumu: So you're going to make Yukari lonely?

Omarnosian10: Actually, I don't know who to make Yukari's love interest.

Moka: Maybe you can make an OC for Yukari.

Kurumu: That's a good idea.

Omarnosian10: Alright, I have a challenge for you readers. The challenge is to PM me an 11-year-old OC for Yukari. Whoever has the best idea will have his/her name posted on the chapter the OC will come in.

Yukari: See you next time.