I do not own any characters from the Ben 10, Teen Titans or Justice League Unlimited series. I will only claim ownership of any original characters and alien forms used in this story. For those wondering, this story is set in the supposed future at the end of the Ben 10 Ultimate Alien series. There will be many pairings, some of which are cannon but others that are ones that I thought would be a good mix. Enjoy the story.

Episode 4.

Grouthikagolanock Cycle! Return of an Old Foe!

Author: Toku Warrior

Opening Credits. Opening theme – 'Velonica' (Bleach OP)

Deep within the reaches of space a level five class cruiser, red in color, floated amongst the stars. But this cruiser didn't carry anything friendly. Instead it carried a deadly threat. A threat that would soon go after our heroes. Within the ship dozens of worker drones were moving about. One of them went to a door and pressed a button to open it. As the door closed a sign could be seen above that was written in an alien language. When translated the sign read "CR Quarters." The robot drone went over to a huge cryo-tube which held a being suspended in amniotic fluid which kept it alive until it was finally healed. The drone stopped in front of a small panel on the side of the tube.

The drone opened the hatch on the panel and inserted a liquid filled canister that it had mounted on its back. Once the tube was all the way in it turned it in a complete counter-clockwise motion three times until a clicking sound was heard. The drone then went over to a control panel after closing the hatch and initiated a sequence that drained the contents of the canister into the amniotic fluid. As the fluid drained a humming sound could be heard and the being inside started to moan as it began to finally heal from its long sustained injuries. Its eyes snapped open as the tentacles around the lower half of its head swayed around in the tube. It looked over at the drone and the placed its clawed hand against the glass.

"You there….report!" the being ordered. The drone immediately responded and went over to the tube to report to its master.

"Master, I am adding the final ingredients to the amniotic fluid that you are currently covered in to heal the last of your injuries," the drone reported.

"H-how long…have I been unconscious?"

"About three ultra cycles (three years) sir." The beings eyes widened at hearing how long it was out.

"Where are we and what is our current course?" the creature asked in a low and growling tone.

"We are currently cruising through the Deka Quadrant and should be arriving at your home planet within another two-three mega cycles (days)," the drone replied as it then went back to the small panel on the side of the tube and added another liquid filled canister which glowed a dark violet color.

"What is that?"

"This is a special strength enhancer. A type of super soldier enzyme that will increase your already incredible strength to around seven times higher than what it ever was. It's the enzyme you yourself created but were unable to finish due to your search for the Omnitrix. We finished it and after performing hundreds of tests have perfected it for you sir," the drone said as it went back to the control panel and administered the serum. The alien being cried out in pain as its body swelled with power. Its injuries fully healed and in a test of strength, it easily broke the glass of its confinements with the flick of one of its clawed fingers.

"Impressive. Most impressive. Now change course!" the being commanded.

"But sir. Do you not wish to return home first?"

"No! What I wish for is revenge. Set a course…for Earth," the being said in a very low tone as the ship changed course and headed for Earth. Soon the whole planet would pay for the blow this being had been dealt but first a certain young hero would pay most dearly.

It was still night back in Ben's apartment and it had only been three hours since he'd fallen asleep. While he slept, a certain female Tamaranean began to stir in her sleep. Blackfire awoke from her slumber and noticed that she was now in a different place than she was previously. The last thing she remembered was being in battle with the Teen Titans and the Justice League and watching Ben fight in his Big Chill form before she was knocked out by Wonder Woman. Blackfire then felt a small pain in her gut which could only mean one thing.

"Nature calls. Now where's the bathroom around here?" she asked herself out loud to herself as she got out of her bed. She was still half asleep so she stumbled around until she found the door knob on her door. She turned the knob and walked out of her current room. As she walked down the hallway her foot bumped into a small pillar which had a faint glow emitting from it. Blackfire held her hurt foot while uttering a small curse when IDON awoke from his recharge mode.

"Blackfire…what are you doing up at this hour?"

"…bathroom…please…"she asked tiredly.

"Oh, of course. Go down to the end of the hall and it'll be the last door on your right. It'll be the one right across from Ben's room," IDON told her. Blackfire, though very tired and half asleep, made a mental note of what she was told and thanked IDON for his help.

She made her way towards the bathroom and entered. She turned the lights on which seemed to dim as if knowing she was still sensitive to bright lights at the moment. She closed the door and did what she had to do. After a few good minutes she exited the bathroom while wiping her hands off with a towel. She threw the towel back into the bathroom and was about to head back to her makeshift room when she remembered that the room right in front of her was Ben's. She didn't care as she was just too tired and she wanted to sleep more. She opened his door and closed it quietly, not wanting to wake him.

The moonlight shone through his window and she was able to see that his room was fairly large. At the end of the wall facing towards the door was Ben's bed. She walked over and noticed he was out like a light.

'Tired…need sleep…' she thought as she climbed into his bead and under his covers. It was rather cold in the apartment and the blanket he had was really warm. She then felt the warmth of Ben's body heat which made her feel even more comfortable. She snuggled up next to him and he only moved slightly, not even so much as opening an eye lid. After she got comfortable she fell asleep within a matter of moments. Feeling safe and secure, the two of them slept for the rest of the night.

A few hours later (more like 9 o'clock in the morning) Ben started to stir a bit. The light shone through his window and he tried to use his hand to block out the sunlight but found he couldn't lift his arm. He then tried to move a little and suddenly felt something soft, smooth and pretty well sized pressed against his chest. He quickly looked down to see the form of Blackfire sleeping peacefully while snuggled up next to him. He looked down a bit further and noticed something that slowly scarred the crap out of him. The first three buttons of her nightgown were undone which exposed quite a bit of her cleavage. Ben began to blush as a small sweat drop appeared on his forehead. He could only do the one thing that came to his mind.

"AHHH!-!-!"

THUD

Blackfire woke up quick and got into a battle ready stance, going on years of instinct and experience. After a few seconds she realized nothing was wrong and then looked around and noticed something was off. She looked down at the bed and noticed that Ben wasn't in it. She looked around frantically and noticed him face first flat on the ground.

"You ok?" She asked. Ben moaned as he lifted himself up and got back into bed. He then noticed Blackfire sitting in front of him with her shirt still half way unbuttoned, her breasts bulging outwards, nearly popping out of her shirt as she leaned forward. A blush appeared on his cheeks as he brought his hand up to his mouth and made a coughing gesture.

"I'm fine. Hey Blackfire…"

"Yes?"

"Could you…well…close your shirt?" Ben asked nervously. She looked down and saw some of her top buttons were undone and then looked back at Ben with a simple look.

"Why? It's just my natural body. Does the appearance of my bare skin offend you in some way?" She asked, slightly irritated.

"NO! It doesn't at all. It's just that…I…um, I—" Ben stammered until someone cut in.

"The boss isn't used to seeing naked or half naked women in his bed," IDON added as he entered the room. Blackfire looked at IDON and thought about the info and then a saucy smile crossed her lips. She turned her head towards Ben and he got the feeling that the look in her eyes meant something that probably wasn't good.

She started to think of some ways to tease him and even some…pleasurable…ideas started to enter her mind. A moment later she suddenly began to feel really hot from the inside of her abdomen. Her face became slightly flushed and she could feel an urge which she hadn't felt for some time now begin to swell up from within. 'Uh-oh, not now. Why does this have to happen now?' she thought as she realized what was starting to happen to her.

IDON's internal scanner started to beep and both Ben and Blackfire looked at him. That was when Blackfire's eyes started to glaze over for a moment and she began to hold herself in a self hugging fashion. Ben looked at her worriedly as her face started to flush even more and her body began to slightly shiver. Her breathing started becoming harder and more rampant and she began to moan slightly as well.

"Uh oh. This isn't good," IDON said as his scanner finished beeping.

"Huh? What? What is it? What's not good and what's wrong with Blackfire?" Ben asked until he felt Blackfire launch herself at him and pin him to the bed. She straddled him and brought herself down on top of him, her breast softly pressing against his chest while she starred deeply into his green eyes with her violet ones. "Uh, IDON…little help here, please! Blackfire, snap out of it!"

"Well boss, that's the problem. Ya see, Tamaranean women go through a certain cycle once every four months which last for about 7-10 days. All the women start this cycle around the same time tame every cycle but they don't start until after their bodies go threw the Tamaranean form of puberty," IDON informed him.

Blackfire pressed her nose against Ben's neck and nuzzled him gently as she began giving his neck small kisses and love bites. This made Ben shiver as it frightened him yet also made him feel really good at the same time. She made her body move in an up and down motion, making her soft, ample mounds move up and down on his chest. This of course started driving Ben nuts as it was starting to feel too good.

"IDON, what's this cycle called?" Ben asked both nervously and excitedly.

"It's called the 'Grouthikagolanock' cycle," IDON informed him.

"ENGLISH PLEASE!" Ben screamed as Blackfire began ripping apart Ben favorite black tank top, kissing his chest every few seconds.

"In your language it means 'Cycle of Extreme Heat',"

"Oh is that al—…WHAT?"

Blackfire stopped her foreplay for a moment and raised her head and moved to where she was looking him in the eyes again. "Ben, we female Tamaraneans choose our special soul mates with this cycle. That is unless we go through an arranged marriage. Once we choose our destined mate, we perform this cycle with them for the rest of our lives. And once we choose one, there is no escape," Blackfire told him as she finally planted a kiss on his lips passionately and moaned in enjoyable pleasure.

Ben felt his mind melt a bit and then suddenly got a real shock when he felt her tongue slip into his mouth, twirling around and messaging his own. The enjoyable pleasure coming from this experience was beginning to drive him crazy and also started to get him really aroused. She then suddenly released the kiss and allowed Ben to catch his breathe and saw his whole face was beet red. "Ben, you should feel pleased with this. It's not everyday a Tamaranean woman chooses someone outside our race to be our soul mate."

"Blackfire, are you sure that's you saying that and not just the heat talking?" Ben asked. He then cringed in pleasure again as she began kissing his neck more while slowly moving her hand closer to the front of his pants. She then licked a small area on his neck and then began sucking on the spot, moaning in euphoric pleasure while giving Ben a hicky.

"Well boss, the extreme heat cycle brings out the Tamaranean's true self. So even if she puts up a tough girl front she might actually be a loving person deep down."

"Shut up IDON!" Ben turned his head towards Blackfire. "Blackfire, look. I'm flattered that you think I'm worthy of you but I just recently had a bad ending to a good relationship so I'm not looking to get involved with anyone new just yet. I still need a little more time," Ben tried to explain which seemed to make Blackfire a little mad.

"What, are you saying that I'm not good enough for you? Do you not find me attractive? Do I not suit your tastes for the perfect partner?" Blackfire asked in a pissed off tone.

"No, no! It's just…just…" Ben turned and looked away with a small sad expression on his face. "I'm just not ready yet. I just need a little more time for my heart to heal. That's all. I'm honored that you chose me but please give me just a little more time….please. I'd like to possibly start off as friends first and work from there."

Blackfire looked at him with a look of demanding authority in her eyes. She thought about what he said and then just laid down on top of him and kissed his cheek. "It's ok. I can wait a little longer. But don't make me wait forever. The cycles hurt like hell when we got no one to share them with."

"Look on the bright side, at least it only happens once every four months," Ben replied with a small laugh which Blackfire shared. Then it hit him. "Hey wait, if you go through these cycles, then doesn't that mean that your sister does too?"

"Yeah, why do yo—" She started until she realized what he was talking about. "Oh boy, I feel sorry for Robin."

"Think we should go see if they need help calming her down as even the most naive person can turn into the most determined one," Ben suggested which she replied to with a nod. She didn't really want to but as long as Ben was with her she would bear the presence of the Titans.

"Might as well. Besides, I'd love to see the bird boy running around while screaming his head off as my little sister chases him in a heat of sexual frenzy."

"Alright, I'll go and make us some breakfast while you get washed up. I washed your uniform and IDON repaired it so it's good as new." Blackfire just smiled and got up. She helped him up as well but before Ben could leave the room she pulled him into a soft embrace and planted her face into his chest.

"Thank you…for…believing me and…giving me a chance," she said with slight tears forming in her eyes. She was a bad girl at heart but this would be a side of her that only Ben would be allowed to see.

"No prob." He gave her a small kiss on her forehead. "Now go get cleaned up and then we can eat," he told her and she nodded. Blackfire left to take a shower while Ben went to the kitchen. Neither of them would be prepared for the events that would take place later in the day.

The waves crashed against the rocky edges of the small island which housed Titans Tower. The Justice League members that participated in the battle the previous night had stayed for the night at the tower, except for J'onn who had gone back to the Watchtower with Max and his family to explain the Omnitrix to him. So none of them were prepared for the sound of utter terror that would come from….

"Yikes! Cyborg, Beast Boy! Get the special net!" Dick screamed at the top of his lungs. It was almost 9:45 in the morning and everyone else was up. They all decided to take the day off so that they could recuperate from the previous day. Raven was out in the living room playing a game of chess with Shayera while John and Clark had their coffee and talked about some of the normal things in life. Bruce was drying off his hair from taking his shower while Diana watched Cyborg and Beast Boy get into another one of their meat and tofu debates. So hearing Dick scream at them for help in a bloody murder type voice made them all lose their concentration

"By the pits of Hades, what is all that screaming for?" Diana exclaimed as Dick ran into the living room and then jumped behind the couch as if hiding from someone. Of course, everyone just stared at him with smirks on their faces as he was only dressed in a pair of bright red and black boxers.

"Yo man, what's the problem? Why you come streakin' into the living room with only your underpants on?" Cyborg asked his good friend while putting Beast Boy into a headlock.

"Huh?" Dick looked down at himself and he blushed from embarrassment.

"I know I raised you to be better at presenting yourself than that Dick," Bruce said as he entered the living room and headed over to the counter to get his morning coffee.

"Get of my back Bruce. I'm only running around like this because Sta—" Dick tried to explain when the metal door opened up to reveal Starfire floating around in her bright pink night shirt and pink panties. All of the guys looked away so as not to incur the wrath of the girls. Star looked around like a wild animal looking for its prey and then she spotted her target. She looked at Dick with hungry eyes and licked her lips as she prepared to launch herself at him.

"What's up with Starfire?" Clark asked, a bit confused.

"Oh that, that's easy. It must be the start of her heat cycle again," Beast Boy mentioned. Everyone looked at him for a moment in disbelief. "What?"

"You actually know what's going on?" – Dick (Robin)

"You said heat cycle without making it into a joke again?" – Raven

"How'd you get out of my special headlock?" – Cyborg

Beast Boy rummaged through the draw in the table in front of him and pulled out a small events calendar. He opened the page to today's date and presented it to the others. "I have it written down in here you guys. Star and I marked this day down four months ago after she nearly pinned Robin in the shower…again. I still thought it was funny how he slipped on the soap bar and fell on top of Star, starting her cycle for the very first time two years ago."

"Shut up Beast Boy!" Dick screamed. Of course he then turned around and noticed Starfire coming straight for him. "Someone, help!" Help would come, but not in the form of what he expected.

One of the glass windows shattered as Blackfire burst into the room and rammed into her sister, pinning her against the wall. A flash of green light then emitted through the broken window as a being landed on the floor. Once the light dimmed a blue spider-like monkey with blue fur and a long tail with two spinnerets at then end stood up. Upon its chest was the symbol of the Omnitrix.

"Spidermonkey!" the alien being cried before it shot its webbing at Starfire, wrapping her up and containing her.

Spidermonkey: Spidermonkey is an Arachnichimp from the planet Aranhascimmia. As his name suggests, he is a six-limbed monkey-like alien. He has superhuman agility and, like a spider, can spin webs that he can swing from or create nets from his tail, and stick to walls.

Everyone stared at the sight of a blue monkey with four arms and Blackfire standing above the form of her captured sister. They then saw the Omnitrix upon the creatures' chest and realized who it was with Blackfire. "Ben, is that you son?" John asked as Cyborg retrieved the special net he had developed two years ago when Star had first started going through her heat cycle and wrapped it around Starfire.

"Yep, sure is." The Omnitrix deactivated and Ben returned to his human form. Blackfire then walked up next to him and wrapped her arms around his left arm, burying it between her breasts, causing Ben to blush. "Blackfire, what did we talk about this morning?"

"Oh, it's just a little glomping so get over it," she quipped back at him which he reluctantly accepted. She then looked around and saw that most of the others were giving her extreme glares, especially Dick, Shayera and Raven. "What?" she asked innocently.

"Don't give us that tone Blackfire. What are you doing here?" Dick asked her angrily which Ben found himself not liking one bit.

"Hey, back off bird boy. She doesn't deserve that from you," Ben told him in her defense which brought a small smile to her face.

"No! You back off! You don't know what she put us through in the old days," Dick exclaimed as they glared at each other.

"Dick, watch your tone. They're guests here. Ben, behave yourself and don't start anything," John warned the both of them which they both reluctantly obeyed.

"So…what are the two of you doing here?" Beast Boy tried breaking the intense atmosphere. He thought Ben was a pretty OK guy. He just didn't fully like his taste in women.

"Well, let's just say I found out the hard way about the female Tamaranean Grouthikagolanock cycle." Everyone on the Titans team with the exception of Starfire winced at that remark, especially Dick.

"Whoa, that must have been…exciting and frightening at the same time," Cyborg replied.

Ben nodded in agreement with him and then went over and knelt down next to Starfire. He looked her up and down and had to admit that she was almost as beautiful as Blackfire. Dick didn't like the way Ben was looking at her and gave him a stern stare. Ben took the hint and got back up; Blackfire reclaiming his arm and burying it between her breasts once more.

"I was able to get out of it though and then we both remembered about Starfire here so we decided to come over and help in keeping her under control until you guys found a way to deal with her."

"Well we thank you for the kind gesture but we can handle her on our own," Dick said with a somewhat 'I'm better than you' tone.

"Alright, have it your way then. Can I get all of you to take a few steps back? Except you Boy Wonder, you stay there," Ben said as he shifted through the Omnitrix to find a suitable form. Blackfire still held his arm, watching with a calm look in her eyes as Ben finally found the form he was looking for.

"Hey! Don't call me that! I'm nineteen now which means I'm no longer a boy!" Dick shouted at the top of his lungs. Folding his arms across his chest, "Man I hate that nickname," he mumbled under his breathe.

"Sure you are. You just keep telling yourself that," Blackfire chided playfully while doing a mock hand wave. "And besides, if you're all adults now then shouldn't you just drop the Teen out of your groups' name. It makes you sounds all…kiddy," she added in for good measure. Ben nudged her with his elbow lightly and she turned to look at him. "What's up?"

"I'm going to transform now so you might want to let go." Blackfire did as told and let go of his arm and then took a step back. Ben then looked at Starfire and then at Dick. With a smirk on his face he then slammed his hand down on the Omnitrix, activating the transformation, "It's hero time."

In a flash of green light, Ben's body shifted to a shape that resembled a zombie-like ghost. As the light dimmed everyone saw a grey skinned alien ghost with a single red eye and the Omnitrix symbol within the black lines running around its body and located on its chest. The only difference was that the hourglass was now white in color instead of green. The light finally vanished and Ben now floated there in a form he didn't really like using a whole lot as it brought back memories of bad times from his childhood during that summer vacation.

"Ghostfreak!" Ben shouted his alien forms name for all to hear.

Ghostfreak: An Ectonurite from the perpetually dark planet Anur Phaetos. Ectonurites are part of a hive mind, which is contained within the vast genetic memory of every Ectonurite. Ben's version of Ghostfreak outwardly resembles a one-eyed ghost, the result of a second skin, while Ghostfreak's true form is that of a wraith-like genie with blue claws, decaying skin, and an exposed, upside-down skull with a single eye for a head.

Under Ben's control, Ghostfreak is composed of a variable-density protoplasm which allows him to become invisible and/or intangible at will. Ghostfreak can levitate freely, and he doesn't require oxygen, allowing him to survive in a vacuum. The second skin protects him from Ghostfreak's otherwise fatal aversion to sunlight, and also allows Ben to frighten his opponents by pulling back the skin to reveal his true form beneath. The second skin also has 'tracks' on it, in which Ben can move his single eye about, allowing him to see behind him, or anywhere the eye decides to go.

In his true form, revealed once Ghostfreak's personality becomes dominant, Ghostfreak demonstrates a number of powers Ben himself cannot use. In addition to the standard invisibility and intangibility, Ghostfreak can render others intangible through physical contact. His intangibility also enables him to possess humans, controlling them from within. Ghostfreak also has psychic abilities such as telepathy and telekinesis. His true form also has a flock of tentacles protruding from his chest, which can be used as extra appendages. In total darkness, these features become even more pronounced, and he can fire energy blasts from his chest

Everyone looked with looks of confusion as not many of them knew what kind of alien form this was. John and Shayera knew what it was though and they knew how dangerous this kind of alien could be as well. Beast Boy just looked on with sparkles in his eyes as he drooled in admiration at Ben's new form. He loved scary things and this alien form was definitely scary. Boy, did Beast Boy have no idea just how scary Ghostfreak could actually be.

"Ooo…me like, me like," Beast Boy said as he drooled.

"Well thanks. Glad ya like it. Ok now, Starfire, just sit still," Ghostfreak said as he reached out his ghostly hand and grabbed her, making her intangible. "Ok Grayson, you said you didn't want help restraining her, so here ya go. Restrain her yourself." Ghostfreak pulled Starfire through the net and webbing and allowed her to float freely in the air. He then let her go and she once again became tangible. Star looked at him with an odd look in her eyes, obviously confused until he pointed his finger at Dick. Her eyes then went glossy again as they developed a feral look to them and she licked her lips. She rubbed her inner thighs together as if she was itching and Dick did only what he did best when a situation got too hairy for him to handle in the tower…he ran like hell.

"Ah crap!" Dick yelled as he ran like a bat out of hell, heading straight for his room. He entered and locked the door with his emergency code. Starfire followed and banged on the door. Even if the others were still in the living room they could still hear the one comment that Starfire said that would make them question exactly what it was that she and Dick did behind closed doors.

Banging on Dick's door as hard as she could, "Come on Dick, I want to make the love with you!" she exclaimed while she banged harder and harder. As the events kept unfolding both Beast Boy and Ghostfreak were on the floor, holding their sides, as they laughed their asses off. Blackfire soon joined them while Diana and Shayera just face palmed. Clark and Bruce just looked at each other while John and Cyborg were just staying out of it. Raven just walked up next to the female leaguers and they began discussing what to do.

A flash of light then suddenly appeared behind most of them but no one paid attention. Once the light dimmed the forms of J'onn J'onzz, Max, Verdona, Julie, Gwen, Kevin, Flash and Green Arrow stood there wondering what the hell was going on. Max and Gwen looked over and saw Ghostfreak laughing uncontrollably and guessed that it was Ben who probably played a prank on one of the Titans seeing as he mostly used that form for those purposes. Stepping forward, "What in the world is going on here?" Green Arrow asked Clark and Bruce.

"Apparently, Starfire and Blackfire are suffering from a Tamaranean heat cycle called the—" Clark tried to answer when Max cut him off.

"The Grouthikagolanock cycle? It's that time of year already? Man, time sure does fly," Max said as he and Verdona looked at Blackfire. "Well, it seems that Blackfire has her heat cycle under control."

"Th-th-that's because…hahahahahaha…because I promised B-Ben that I…hahahahaha….wouldn't go after him until he felt that he…hahahaha…h-he was ready…HAHAHAHAHAHA!" Blackfire explained while laughing and pointing down the hallway. She then stopped laughing long enough to say the next part clearly. "But I don't think Robin can say the same about my little sister." Blackfire then erupted into more laughter as she fell down next to Ghostfreak and Beast Boy, the three of them holding their aching sides from all of their laughing. They then heard a loud banging sound and then the sound of a scream and a feral yell.

"Looks like Star finally got into his room," Raven said in her usual monotone voice. Ghostfreak stopped laughing as he reached for the Omnitrix on his chest and touched it. He was surrounded by green light which then faded as he reverted back to his human form. "So you finally had enough, huh?"

"Yeah, I got my fill of payback," Ben said to her as Blackfire and Beast Boy also stopped laughing and stood up next to him.

"Dude! That was definitely the best prank ever!" Beast Boy shouted which made Raven smile a bit at seeing him happy, especially since it wasn't a prank of his this time. While she didn't hate his jokes, she did find that he keeps going to the point where he can get annoying. Even still, she still laughs inwardly at them none-the-less.

A few loud crashing noises later, "Yikes!" was all everyone heard as Dick came running back out into the living room now only covered by a single sheet from his bed. Apparently, Star had been able to relieve him of his boxers so now he had to improvise. Everyone just looked at him and the Flash and Green Arrow just looked at him like a pair of vultures waiting to laugh their butts off at him for his misfortune. Starfire then came flying into the room and her pink night shirt was now half way undone and her breasts were nearly popping out of her shirt. Her hair was slightly messy, showing that she had been doing a lot of chasing and still hadn't caught Dick yet.

"Do you want my help now?" Ben asked him in a sarcastic and goading voice.

"Yes! Alright, I'll accept your help so just, PLEASE, get her to stop!" Too little too late though as Starfire launched herself at him and glomped him right into the kitchen and onto the floor and behind a cabinet. "Wait! Star please, no…you guys hel— Hey! Don't grab me there Star! Guys, please!" Max just looked at Ben with a look of hilarity in his eyes. He hadn't seen such revealing young love for a long time but he did think that it was time to stop.

"So…you going to help him or not?" Max asked Ben.

"Maybe…if I feel like it"

"HEY! Not here Kory! No, don't touch me there!" Dick kept yelling.

"Ok, I feel like it. I think he's suffered enough. Now…let's see…what alien form should I use for a situation like this?" Ben asked himself aloud as he shifted through the Omnitrix. "Hey John, do you think you could use your ring to separate them for a moment and to hold Starfire down?"

"I guess. But with the way she's acting I doubt I could hold her down for long," John replied as he used his ring to separate Starfire from Dick who then grabbed the sheet and wrapped himself up again and went over to the others. He was covered in love bites and had a couple of hickies here and there and his hair was a complete mess. "Well, I'll say this. You've definitely seen better days kid," John said while trying to stifle a laugh.

"Ha ha, very funny," Dick quipped.

Ben spent a moment going through his roster of alien forms and kept twisting and turning the Omnitrix dial until he actually achieved something by pure accident. With a beeping noise and the dial face glowing a bright green, "Omnitrix master control…unlocked. Over one million alien forms now usable." The Omnitrix stated which brought a smile to Ben's face.

"Cool. Looks like I got the master control unlocked on this thing." He took another moment to shift through his now fully available roster and found a form he knew would do the job. "Alright, going hero…for the third time today." He slammed his hand down on the Omnitrix faceplate, activating the transformation.

The usual green light flashed and his body glowed as he transformed into a familiar alien form. As he transformed everyone begins to hold their noses from an intense foul odor. Gwen, unlike everyone else, knew this smell all to well and she knew what was about to happen to Starfire. 'Great! He just had to choose this form,' she thought while looking around. Of course, out of everyone, Clark was taking this stench the hardest. His extra sensitive sense of smell made it worse for him.

The light then faded and before the group of heroes floated a huge smelly insect with four eyes and four very thin wings. It looked like a cross between a scorpion and a dragonfly at most and its stench was something less desirable. Blackfire covered her nose, praying that this was the only smelly alien form that Ben could assume.

"Stinkfly!" Ben shouted as he then aimed his four eye tubes at Starfire. He then fired a type of fluid at her which, when it hit, began to stick to her body.

Stinkfly: A Lepidopterran from the swamp planet Lepidopterra. Stinkfly is a combination of various Earth type insects (dragonflies, crickets, and praying mantises specifically). His primary ability is flight facilitated by the four thin wings on his back, which grant Stinkfly high mobility and speed. Stinkfly also possesses disproportionate strength, enough to carry people and objects heavier than himself.

Stinkfly's four eye stalks give him a wide range of vision from the sky, including the ability to look directly behind himself. Pollen ducts in his eyes and mouth allow Stinkfly to excrete high-pressure streams of liquids. The type of liquid can range from a flammable toxin to an immobilizing jelly. His razor-sharp tail and pincer-like legs can also be used in melee combat. Stinkfly's primary weakness is water, which can negate his flight if it gets on his wings. In addition, while his body is fairly strong, his wings are not. A more minor inconvenience is Stinkfly's intense body odor (hence the name), which is a result of the oils he secretes to keep his joints moving.

Starfire fought with all of her might against the sticky fluid which made her hair stick to her skin. She soon found out though that the more she struggled the stickier it got. She was even more surprised that the sticky fluid was also starting to paralyze her body. Within minutes, with the exception of being able to breath, Starfire was completely immobilized. Ben looked at his handy work and smiled before transforming back into his human form, the last part which everyone in the room greatly appreciated.

Blackfire walked over to her sister and was about to touch the sticky substance when Max placed a hand on her shoulder, "I wouldn't touch that stuff if I were you Blackfire." Blackfire looked at the older Tennyson and just nodded. She walked back over to Ben and stood next to him while Cyborg and Beast Boy walked Dick, who was apparently scared out of his mind, back to his room.

"Wow, who knew that the Grouthikagolanock cycle could be such a…terrifying experience," Ben said with a chuckle which was shared by Blackfire, Kevin and Max. Gwen and Verdona smacked their other halves on the back of their heads which made them stop laughing.

"If you think that's scary then you haven't seen what we can do once we actually catch our prey," Blackfire said in a suggestive tone. "The women of our race our known to be very…durable in the area of stamina during our heat cycle. We can go for hours and even days without stopping." Ben thought about that and began to fantasize about what a day long sex romp with a female Tamaranean would be like.

Raven and Julie just looked at each other and sighed. They both headed for the couch with Diana and Shayera right behind them. "Hey, I wonder if my favorite soap is on. There's supposed to be a new episode coming out this week," Julie said out loud.

"Which series?" Raven asked her in curiosity.

"It's a sci-fi SO that's about a colony full of people with a morbid outlook on life but they still have to live that life just for the sake of keeping the universe safe. It's some strange alien SO but I like it," Julie told her which seemed to pique Ravens interest.

"Really, what channel?" Raven asked.

"I carry a special alien channel transceiver that allows me to receive a lot of alien shows. Wanna watch?"

"Sounds like fun. Better than what's going on here at the moment," Shayera added in.

"I wouldn't mind seeing how other worlds portray entertainment on TV," Diana said as the four of them sat down on the couch.

While the girls watched alien TV, Gwen had started giving Ben a lecture. One of the few things that she did that he didn't always like. "Look Ben, you can't just go around doing what you feel like. As the bearer of the Omnitrix, you have to protect people. It's a responsibility and you need to take it seriously."

"And I do. I go around as a Plumber agent and stop aliens that threaten the peace of the Earth. Earth is about to become a level three tech planet and possibly a level four one by the end of next year so things are getting more hectic."

"Oh really, and what does harboring a convicted criminal have to do with your Plumber job?" Gwen retorted back at him.

"Hey, back off. You don't know the first thing about her. For starters, she was framed. IDON here proved that to Batman last night," Ben said while pointing to his robotic aid which suddenly appeared, floating next to him. "Besides, she was granted parole. I'm letting her stay with me because she has no where else to go to and I…" Ben trailed off which everyone in the room picked up on.

"You what, like her or something?" Verdona asked. Ben just looked away. Did he like her? It's true that they had become fast friends but did she possibly mean something more to him. Blackfire was also wondering how Ben felt about her. Sure, she was going through the Grouthikagolanock cycle so her interest in men was at its peek but there was something about Ben which made her feel at ease yet also excited and overheated at the same time.

"I don't believe it. You're falling for a felon!" Gwen shouted at him.

Ben looked her in the eyes, "Guess it runs in the family then." Gwen was taken aback by that comment though Kevin didn't really mind it. He wasn't too proud of his past record but he wouldn't deny any of it. Gwen swung her hand out to smack Ben across the face but instead found herself thrown across the room and into a soft chair by Blackfire.

"Oh, I like that. That was a nice move Blacky," Kevin complimented. He always loved a good cat fight.

"Well I for one think they make a good pair," Max said as he stepped forward. "Ben will be able to keep Komand'r grounded and out of trouble and she'll be able to add some spice to his life and keep him on his toes. Even if they only stay as friends it's still a good match," Max said as he patted his grandson on the back. That was when the Omnitrix started beeping in an alarmed state. "What's going on?"

"Trouble…the Omnitrix is picking up huge DNA signal headed for Earth."

"That thing can detect aliens?" Green Arrow asked. He and the Flash were coming back into the living room followed by Cyborg, Beast Boy and Robin. They had gone to poke fun at Robin while he was showering and changing.

"Yeah, it can. It's one of the new features that Azmuth built into it about six months ago." Robin walked over to Ben and then looked at Starfire.

"So, did you guys find a way to calm her down?" Robin asked.

"What, you didn't know?" Blackfire asked.

"Know what?"

Ben placed his hand on Robins' shoulder and smiled softly. "You just have to promise them some fun time later to get them to hold off." Blackfire then glomped Ben's left arm again, only this time squeezing it harder.

"Really?"

"Yeah, works all the time," Blackfire reassured him. Robin didn't know if he could trust her but decided to give it a shot. He walked over to Star and knelt next to her. He then whispered something private into her ear and she lit up like a Christmas tree in time square. Her eyes sparkled and Robin then went on to free her from her sticky confines by using a birdarang to cut her out.

"What did he say to her?" Flash asked Clark who had just come back in a moment later after changing into his uniform.

"Trust me, it for her ears only," Superman replied. "Ben, the league will go back to the Watchtower and check up on any dangerous alien signals. Robin, can you and the Titans perform a ground search on the East side of the city?"

"Sure. We're on it Superman. Titans, Go!" Robin shouted as he and the other Titans rushed out the door to start their search. They of course had to wait for Starfire to finish getting dressed first. Batman just stared off at them and then turned his attention to Ben and Blackfire.

"Ben, can you and Blackfire check the Western side of Jump City? We can cover more ground that way."

"Sure, shouldn't be a problem." Ben looked over at Kevin, "How about it Kevin, wanna go hunting?"

Kevin slammed his right fist into his left hand and cracked his knuckles. "Go out and possibly bust some alien skulls; you've come to the right Plumber. You coming, Gwen?" Gwen just nodded while giving Blackfire a dirty look. Max and the others went back with the JLU to the Watchtower while Ben, Blackfire, Gwen and Kevin checked out the West side. Oh if they only knew who they were about to run into.

The giant space cruiser carrying the alien being hell bent on destroying the Earth was cruising through hyperspace while the being made its way to the bridge. The being looked like a huge monstrous being with clawed hands and feet. Its head was bald and it lower face had tentacle appendages hanging from it. Its mouth was covered by a small device which kept it hydrated. On its forearms were red rods that, went sent into the center of the creatures' bones, increased its immense strength three fold.

Stepping up to the control panel being overlooked by a drone, "Report," the being said with a tone of anger. The drone looked up at its master while still piloting the ship and spoke.

"Sir, we shall be arriving in the SOL solar system within the next four cycles. From there we shall only be about another five cycles from the Earths atmosphere," the drone reported.

"Good. Once we get within one cycle of Earth, knock out all technological systems both surrounding and located on the planet. I don't want Tennyson getting any assistance from this so called Justice League that you've told me about," the being ordered. A few minutes later, the ship arrived in the SOL solar system and made its way towards the Earth. While it stayed on course, the alien being made its way towards a space pod, preparing to be sent to Earth to settle an old score.

Robin and the other Titans looked all over the Eastern sector of Jump City but they couldn't find anything. The only thing they had to go on was that there was an alien DNA signal but they didn't know what kind of alien they were looking for. Cyborg asked all the towns people if they had recently seen anything strange while Raven and Starfire flew around and reported to the others of what they found from the sky which was nothing. Beast Boy morphed into a blood hound and searched all over. All he found was some half eaten burgers, a still cold milkshake left unattended, and a few people trying to sell some drugs to kids which he quickly put a stop to.

Robin had been going everywhere on his R-Cycle and still he couldn't find a thing. He pulled over to a nearby convenience store and called the other Titans on their communicators. "Titans, report."

"The people here say they haven't seen anything out of the ordinary." – Cyborg

"I got nothing from my patrol accept a few drug dealers." – Beast Boy

"Nothing from an aerial view on the Northern sector of the East side." – Raven

"Nothing from the South either. I wish friend Ben could have been more descriptive." – Starfire

Robin rubbed his temples, trying to calm his mind. They did rush out of there in a hurry so they didn't actually ask Ben if he knew what kind of alien to look for. He turned back to his communicator and issued an order.

"Ok you guys. It doesn't appear that anything has come through here. Let's track down Ben and the others and see if they've found anything," Robin ordered and they all headed off.

The space cruiser finally made it within one cycle of Earth and that was when the ship sent out an EMP straight at the planet, shutting down all of its electrical equipment. Stop lights, ATMs, cars, lights, TV's, radio, you name it and it went out. The most hurt were both the Watchtower and Metrotower. The alien being saw everything on a monitor from within the pod and smiled a sadistic smile which couldn't be seen due to the hydrator device around his mouth.

"Good. It's time for my revenge against that boy," the being said as the pod launched and headed for a specific destination.

The alarms on the Watchtower were going haywire for a few moments until an EMP wave hit the tower, knocking out all of its power. Everything was shut down until a small backup generator came online and kept the life support systems from failing. J'onn and Max were looking things over and neither of them were liking the looks of it.

"Status report," J'onn ordered but he got nothing.

"It seems that all of the electrical equipment is down J'onn," Max told him. J'onn made a small scowl but made sure that no one could see it.

"It would appear so. Whatever the alien is that the Omnitrix warned us about, it came prepared."

WHAM!

Kevin pounded on the dashboard of his car, trying to get it to start back up. About a minute ago it was working fine and then a huge power wave hit everything and then it stopped moving completely. "Urgggggg! Move you piece of junk!" Kevin roared as he pounded it again. That was when he heard a noise.

Tap, tap, tap.

He looked up at his window and saw Blackfire standing next to his car. She stepped back as he opened the door. She pulled out her communicator that Ben had given her to use and showed it to him. Kevin inspected it and saw that its circuits were fried.

"Man, this thing has seen better days," Kevin told her as he handed her the communicator.

"Yeah. Well, come on. I'll give you a lift. I saw your girlfriend flying over that part of the city a moment ago," Blackfire offered which made Kevin blush at the part of Blackfire referring to Gwen as his girlfriend.

"Thanks."

Blackfire grabbed onto him and they flew off towards Gwen's last location. After a moment of searching they spotted her helping a family out of their car which had electric locks. "Look, there she is," Kevin said while pointing down to her. Blackfire nodded and flew down to Gwen. Gwen herself was having a bit of a hard time getting the door on the car to open.

"Man, what's with thisssss...Oomph!" Gwen yanked too hard on the door and her hand slipped from the handle, causing her to fall flat on her butt. "Ouch, that hurt. Man this thing is more stubborn than my mother."

"Need a hand," Blackfire called down to her as she set Kevin down and then landed in front of her.

"Yeah, the door won't budge. It seems that the locks are all electric on this car," Gwen told her. Kevin walked over to the car and placed his hand on it, absorbing the metal properties of the vehicle and its color and creating a protective layer of the metal and color all over his body.

"I got it," he said as he approached the car door. He looked at the woman in the driver's seat, "You might want to move back a bit. I don't want to hit ya on accident." The woman nodded and moved back a bit as Kevin punched his fist right through the car door. He then yanked on it hard and removed the whole door from the car body. "Sorry about the damage ma'am. I know a good mechanic who'll fix it for ya. Just give him this card and he'll know what to do." The woman took the card as she and her family got out of the car and left the scene.

One of the woman's daughters looked back at them and waved. The three of them waved back and smiled. That was when they heard the sound of something fast approaching them. They looked behind them and noticed a blue blur coming at them before coming to a complete stop in front of them. Before them stood a blue skinned alien with a black body suit. Its body was slightly raptor-like and it had wheels on its feet. On its head was a helmet type of object that seemed to be part of its body. Its faceplate slid open to reveal a face.

XLR8: A Kineceleran from the hyper-accelerated planet Kinet. XLR8 resembles a semi-armored velociraptor, the base creature for the form's design. XLR8 has wheel-shaped feet and wears a helmet with a windshield, which is part of his alien biology, leaving the features of his head unknown. Ben 10,000's XLR8 also has a scanner built into the helmet, the product of nanotechnology Ben 10,000 uses to enhance his aliens. XLR8 can manipulate friction to reach speeds of 500 mph in an instant, and the same power allows him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats. He can create tornadoes through centrifugal force, either through running in a small circle or spinning, and can deliver speed-enhanced attacks in rapid succession.

Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks with relative ease. His scissor-like claws can also cut through objects. XLR8's weakness is his lack of physical strength, which is about on par with a normal human, although his speed tends to make up for it. Magnets and charged pulses are said to be a problem, apparently disorienting Kinecelerans to the point that they cannot balance properly.

"You guys ok?" the creature asked.

"We're fine. What about you Ben? I thought you were using your bike," Gwen asked.

"I was. But about a moment ago it stopped working when that big EMP wave hit. I'm just lucky that the Omnitrix has a built in anti-EMP barrier. Remind me to thank Azmuth about this feature later," XLR8 said as he reverted back to human form. "So what now?"

They all thought about that for a moment. They had no way of contacting the Titans, the Plumbers, or the League. They had to get back to the others to find a way of fixing things. Ben was about to speak up when they heard a loud whistling sound that a rocket or meteor would make when it was falling down to Earth. They looked up to see a huge space pod slam down into the ground about five hundred feet away from them. The shockwave was powerful enough to knock them all off of their feet and send them flying.

"Ouch, that smarts!" Ben wined as he fell down face first into a parking meter. Blackfire wasn't doing well either as both she and Gwen had been launched into the car from before. Kevin was still in good condition due to his metal armor but he had one whopping of a headache. They all got up and headed over to the crater. "So, who do ya think is inside of it?"

"I don't know but they're gonna pay for the damage they did to my suit," Blackfire quipped as she looked down at her torn skirt. The door on the pod then opened up and they all watched closely as the being stepped out. Who they saw frightened them, well Ben, Kevin and Gwen at least.

"It can't be…" – Kevin

"It's not possible…" – Gwen

"Who's the ugly freak with the tentacles on his face?" Blackfire asked calmly.

The being looked at them all and then over to Ben. He easily recognized him. He would never forget Ben's face. Plus he could easily recognize the Plumbers symbol upon the Omnitrix. He looked at him with an evil gleam in his eyes.

"Hello…Benjamin," the being said. Ben looked on shock and after a moment was able to get only one word to form in his mouth.

"…Vilgax!"

Toku Warrior: Same as the others. I went into more of the fluffy spice for when Blackfire started going through her heat cycle. I decided to add some extra stuff to it to give it more of an impact. Well, expect the other chapter already written to be given updates as well.