Ben 10 + Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 6: Benwolf + Vampire

Having lunch with the girls was certainly an interesting experience for Ben. As they sat together under a tree for shade, Yukari, Moka and Kurumu had each brought along some extra lunch boxes for Ben. Even for him it was a bit much and well what he got was certainly interesting. Being human meant he had a slightly different sense of taste than the girls.

"Try mine!" Kurumu insisted. Hers mostly had sweets.

"No, try mine!" Yukari pushed Kurumu aside to present hers to Ben. Ben could see a twitching frog's leg and some crickets.

"Ben, I'm not so good at cooking but please try mine," said Moka. Out of the three, her bento looked like actual food which was good for lunch.

Ben wasn't sure what to do. He couldn't just choose one. If he did that would cause a mini-war. He wasn't oblivious. He knew these girls liked him, a lot, and it was proving difficult for him to make other friends. Still, the gesture was welcomed but how was he going to eat all that?

"Girls, please, I can't eat all that," Ben said. They frowned. "But, I think I know what can." He rolled up his sleeve and revealed the Omnitrix. He scrolled through the alien forms he had and found the perfect one for the job. "OK, cover your eyes!" He slammed his palm down. Once the green flash subsided, the girls stared at a new form Ben hadn't shown them before.

"Upchuck!"

Ben was replaced by a small pudgy green alien. He looked hamster-like with some reptilian traits and had beady white eyes. Small ridges ran down his back and a stubby tail came from the back. His arms and legs were black. He had a plump tummy which seemed to be kind of cute. On the back of his left hand was the symbol of the Omnitrix.

Omnitrix Encyclopedia

Upchuck A.K.A. Gourmand

The Gourmand people hail from the planet Peptos XI. They have four adhesive tongues which are able to get a hold on a lot of things and even break them under their surprising muscle power. The Gourmands are capable of eating almost everything and anything. Their jaws are adjustable so they can swallow things bigger than their mouths. When the items reach their stomachs, they get digested and converted into explosive plasma balls that the Gourmands can spit up as weapons. The only real downside to these people have is their small size, which can make it hard to fight sometimes.

"Kawaii!" Yukari giggled as she took in Upchuck's form.

"Heh, I'm feeling hungry," Upchuck laughed as he eyed the three bento in front of him. Now that he was in this form, the odd-looking bentos didn't look all that odd or unappetizing anymore. "Down the hatch!"

Upchuck then opened his mouth and three tongues lashed out. They wrapped around the lunches and their containers. In another snap movement, Upchuck withdrew his tongues and pulled the three lunches into his mouth. He chewed happily, not even slowing down for the plastic and metal that was holding the food itself. After chewing, he gulped loudly,

"Delicious!" the human turned Gourmand smiled. He patted his protruding stomach with his tiny hands.

Moka, Kurumu, and Yukari sweatdropped at what they had seen. Well…Ben had eaten their lunch. They were kind of hoping that he would pick ONE of them. Of course, did he have to eat the containers AND utensils?

"Ooh…" Upchuck groaned. "I don't feel so good." His tummy rumbled. "Girls, stay back!" he warned.

"Ben, are you okay?" asked Moka in concern.

"I will after I…" Upchuck's cheeks swelled up. "Oh boy! This is a big one! TAKE COVER!" The girls did as told and hit the dirt as Upchuck released a belch. A plasma ball flew out of his mouth and into the tree, incinerating the leaves. The girls gawked at the amount of power such a little guy had. "Urk, sorry," Upchuck apologized.

After school, the girls went to the field to watch Ben play soccer…with himself. It wasn't so hard once he changed into another cute looking alien form known as Ditto. They all looked identical and there were 10 of them, 5 on each side. Luckily, colored arm bands made sure that the Dittos could tell which was on which side.

Ditto seemed to be a short alien with long arms and stubby legs. His face was slightly elongated and he had green eyes His skin was white and he was wearing black hat on his head with the Omnitrix symbol on his forehead.

Omnitrix Encyclopedia

Ditto A.K.A. Splixson

These people hail from the planet Hathor. They have the ability to clone themselves to an undetermined degree. The clones act independent of the original, but usually do what he wants since they have the same mindset. A downside is that they share pain. If one gets hurt, the others will feel it. If one gets knocked out then they all go down. They also only possess strength proportionate to their size, which isn't impressive

"Block him!" one of the Dittos shouted as another one of them got the ball closer to the net.

"I got him!" the goalie called as he prepared himself.

"Try to catch this!" the Ditto with the ball grinned as he kicked the ball as hard as he could. The Ditto goalie couldn't get to it in time and the goal was made.

"GOOOOAAALLLL!!" the kicker Ditto and his team cheered as they crowded together in celebration.

"Yahoo! Go Ben! All of you!" Kurumu smiled as she waved her arms.

"Um…which one are we cheering for?" asked Moka in confusion. All the Dittos looked alike to her so she wasn't sure who to cheer for. The colored armbands, which were blue and red, didn't help matters much either.

They day had gone and soon Moka, Yukari, Kurumu, and Ben were all waiting in the classroom that Miss Nekonome had designated as the Newspaper Club Room. At the moment, the advisor herself was standing at the front of the room.

"Uhhh," Ben began in confusion. "Is…there anyone else in this club?"

"Of course there is!" Miss Nekonome smiled. "He seems to be running a little late though. He's the club president so he'll be here to help answer any questions you have!"

Almost as if on cure, the door to the room slid open. Stepping inside was a young man who seemed to be at least a year older than them. He was wearing the school uniform, but without the tie and the first few buttons undone. He was also wearing a wolf head necklace. He had black hair which seemed to be untamed and held back by a headband. He also had some good looks with him too. In his arms were two bouquets of flowers.

"Oh man. The first day and I'm already late," the boy sighed as he walked to the head of the classroom. "Hey. My name's Ginei Morioka. Just call me Gin for short. Let's try to get along shall we?"

Grinning, Gin walked forward to meet the group of friends. Smiling charmingly, he handed the two bundles of flowers to Moka and Kurumu, "I gotta say this club lucked out to have girls as pretty as you two join up."

Moka flushed slightly while Kurumu took it in stride. She was used to getting such flattering compliments. Moka never considered herself that pretty so getting compliments was still new to her. Ben rolled his eyes as he waited for Gin to stop trying to flirt with his friends.

"And you must be the child genius Yukari Sendou," Gin smiled as he produced a rose for the youngest of the group. "Welcome aboard."

Leaving the giggling Yukari, Gin turned to face Ben, "And you have to be Ben Tennyson, the American shapeshifter. You know, people have been talking about you so much I might have to do an article about you."

"I think I'll pass," Ben chuckled. Well, at least Gin seemed to be an okay guy.

"That's a shame. I never give up on a story though," Gin smiled.

"Well, it looks like things are under control," Miss Nekonome smiled. "I'll leave things in Gin-kun's hands then. See you later!"

With a wave, Miss Nekonome left the classroom. Gin saw his cue and sauntered up to the front of the classroom and stood at the podium. He leaned on the wooden stand and looked out at his new club members.

"Okay, for all you newbies, the School Newspaper is the source of all information and news all things Yokai Academy," Gin explained. "As such, we search out news everywhere to report to the students."

"Yeah!" Ben and the girls cheered. It was a very inspirational speech for a simple club. Seeing that he had his club member's enthusiasm, he decided to continue.

"Okay, first order of business then," Gin nodded, turning serious. "There have been numerous reports of someone peeking in on the girls changing rooms and even in the girls dorms. No one has been able to get a good look at him and he's been gone so fast no one else has managed to catch him in the act."

"Geez. What a creep," Ben grimaced. Sure, he had a healthy appreciation for female bodies, but this was taking things a little too far.

"I know," Gin nodded. "Our first assignment is to interview people who claim they saw this guy. We're also going to be putting up posters for the Newspaper club while we're at it."

Everyone sweatdropped at the notion. Apparently he was still looking for more members for his club. Still, with only five members, it was understandable that Gin would want to bring in more members. Most of the other clubs did have dozens of members and even though Gin had the hottest girls in the school in his club, he still had a small club.

"Still, don't let this halt your investigation," Gin continued. "Let's catch this guy!"

"Yeah!" the girls cried.

The day was spent putting posters all around the academy for the girls. Ben and Gin started out by asking several girls about what they saw and whatever information they could offer. Of course, they could have gotten a lot more interviewing done if Gin hadn't spent half of their time flirting with the girls they talked to. Eventually, they stopped for lunch.

"Did you find anything?" asked Moka curiously.

"Not much," Ben sighed as he looked over his notes. "So far no one has gotten a good look at this guy. All they managed to see was some messed up shadow peeking at them. The second they saw him, he bolted."

"He's a slippery one," Gin muttered.

"So you have nothing?" asked Kurumu disappointedly. She was looking forward to seeing Ben kick the pervert's butt.

"Well, I think this guy's using his true form to peek," Ben replied as he began eating his lunch. "I don't see how he can be so fast otherwise."

"You think so?" wondered Yukari. "That might be a hint! I don't think many monsters can go that fast!"

"It's something," Ben shrugged. "Still, if we really want to get this guy, we might have to catch him in the act."

"And that would be the hard part," Gin nodded. He then looked over to Ben. "Say, one of the girls I interviewed mentioned she saw someone suspicious over at one corner of campus. I think it sounds like a solid lead."

"You think so?" wondered Ben. "Where is it?"

"Near the edge of campus," Gin answered. "You know, one of those back lot places like where the incinerator is kept. No one goes there, but lots of people can see it. It actually makes for a good place for privacy."

"I'll bet that pervert has been creeping around there!" Kurumu growled as she clenched her hands. "I can't wait to give him what for!"

"You'll get your chance," Gin nodded. "Anyway, Ben, I want you to help me investigate this lead. I want the girls to keep putting up posters while we investigate. It shouldn't take too long."

"You got it!" Yukari smiled with a thumb's up.

"Great," Gin grinned. "Okay, Ben, let's get a move on. The sooner we investigate, the sooner we can catch this guy."

"I'm on it!" Ben nodded as he got up.

The two young men headed around to the back of the school. It looked pretty bare save for the wall of a building with a small window and a nearby barrel. Ben looked around, finding that it didn't look too much like a secret hideout. In fact, it looked like no one would go there period.

"Are you this is the place?" Ben asked uncertainly.

"From what my sources tell me," Gin nodded. "I think he must be inside. Think you can take a look inside?"

"Um…" Ben mumbled as he looked around for something to stand on. For some reason, he was beginning to get a bad feeling about all this. It was instinct. After fighting evil for so long he developed pretty good instincts, with help from Grandpa Max and his cousin Gwen.

"You can get on this barrel over here," Gin announced as he pushed the metal barrel from before over. "It feels pretty solid, but you'd better get on top of it. You look lighter so you had better do the lookout. I'll keep it from falling."

"Okay," Ben nodded. Ben stepped onto the barrel in question and stood up. He kept himself steady and gripped the windowsill for balance. After making sure he wasn't going to fall, he dared to take a look inside.

What he saw threatened to make him break out in a sudden nosebleed…or make him grin like an idiot. What he saw was a bunch of girls who attended Yokai Academy. They were all in various forms of undress, revealing their underwear and a lot of their bodies. Apparently the girls of Yokai Academy liked to wear frilly underwear too.

"Wagh!" Ben cried as he fell backwards and onto the dirt. He gasped for a moment to catch his breath. "Wait a minute! That…that was…"

"The girls' changing room, I know," Gin chuckled. Ben looked over and saw that he was holding a camera up to Ben and not holding the barrel like he said he was. "Enjoy the view?"

"Huh? Wha-?" Ben gaped. "What the heck is going on?!"

"I'm catching the Peeping Tom of course," Gin chuckled as he turned the digital camera around and revealed a picture of Ben looking into the locker room. "Bet Moka won't be too happy with you when she sees this shot."

"What!?" shouted out Ben. He then realized it. "You set me up!"

Of course, the girls had heard him.

"What was that?!"

"Is it the Peeping Tom?"

"Sounded like a guy!"

"Now that was a dumb move. Those girls are gonna come out here in force," Gin chuckled.

"Why are you doing this?" asked Ben in anger as he reached for his Omnitrix.

Gin answered, "I'm willing to do anything to get my hands on a pretty girl like Moka. You're an obstacle that in my way. Sorry, but all's fair in love and war. Later, Ben."

With a wave, Gin vanished in a blur. Ben gaped as his club president vanished. Still, he had something else to worry about as he heard shouting.

"It's him!"

"The Peeping Tom!"

"Get him!"

"Oh, man!" Ben gulped as he saw the angry mob of girls with various make-shift weapons, mainly brooms, baseball bats and mops. He made a break for it and activated the Omnitrix. "Come on, give me something so I can hide!" He slammed his palm onto it and vanished in a flash of green light.

The girls ran past a bush. Once they were gone, Grey Matter snuck out and let out a breath of relief. Of course, he was also angry at Gin. "That Gin. I'm gonna kick his butt for this. But first, I gotta get away." The small alien then scurried away to safety.

It didn't take Ben long to get away. Grey Matter was good at squeezing into small and tight places so he could get away. He was also lucky that none of the girls had managed to get a good look at him. Then again, being an American in a Japanese school might make it pretty easy for him to be identified. Soon enough, Ben had returned to his human form and was heading to find his friends before Gin tried to trick them.

Unfortunately, Gin had a better plan than that. Walking past a bulletin board, Ben froze in horror when he saw that the front pages of the next school newspaper were posted in plain view. The big picture on the front was him looking inside the girl's locker room.

"Oh, he is so dead," Ben growled. Whispering started up behind him and he saw several students staring at him. Many of the girls looked on in distaste. Things were starting to look bad for him.

The door to the club room was thrown wide open as Ben stormed inside. He was ready to go Fourams or Humongosaur on Gin but right now he wanted to pound Gin into the dirt with his bare hands.

"Gin!" Ben snapped as he eyed the club president.

"Hey, Ben," Gin smirked. "See anything good in the paper recently?"

"Save it. You set me up!" Ben growled. "For what?! Just so you can actually get a date with Moka or something? Are you incapable of asking her?"

"Oh please, she's stuck to you like glue," Gin snorted. "The only way I'd get her attention if I get you out of the way."

"By making me look like a pervert?!" Ben growled. "I oughta-!"

"Ah, ah, ah! Lay a hand on me and it will only prove what I said in the paper," Gin interrupted. "Just give up, Ben. Let me have my fun with Moka. Maybe in a couple of months or so the students will forgive you."

Ben was feeling to temptation to go Fourarms on Gin grow that much. Still, it wouldn't help his situation. Gin was holding all the cards and he knew it. If Ben wanted to prove his innocence, he would have to prove that Gin had set him up in the first place. Otherwise everyone would believe Gin and get Ben branded a pervert for the rest of his life in Youkai Academy.

'It just gets better and better,' thought Ben sarcastically.

After school ended Ben decided to get some time to himself. He had quickly gotten tired of people throwing him suspicious looks. Gin's stupid article had spread like wildfire and the girls were probably out for his blood by now. If he didn't watch his back, someone would be after him for what that jerk did. To that end, he placed himself on the roof of the school since no one went up there after lunch. He had been there all afternoon and now night had fallen with the full moon rising above the horizon.

"Ben!" a familiar voice cried out.

"Huh?" Ben blinked. He looked up to see a rather upset Moka. "Moka?"

"Ben, is it true?" she asked bluntly. "Is it like Gin-sempai said? Are you really the one who was peeping?"

"No it isn't!" Ben cried, standing up. "Honestly Moka, Kurumu throws herself at me all the time! If I don't react like a pervert when she presses herself against me and stuff, do you really think I'd go around peeping at girls?"

"Well…," Moka mumbled, still looking upset but also a little guilty. "I saw the front page picture."

"I didn't even know that it was a girls' locker room!" Ben insisted. "Gin just took me back their on a lead and told me to look inside! Next thing I know, he's taking a picture of me saying he's caught the peeper!"

"But, why would he lie? He seemed so nice," said Moka.

"Moka, people aren't what they seem and in this school that rule applies to EVERYONE," pointed out Ben. "And, for WHY he would lie, let's just say he has the hots for you." For some reason Ben felt a little jealous when he thought about Gin and Moka getting together. Sure there was Kurumu but he felt something special for the vampire.

"So, you didn't do it?" asked Moka.

"No," Ben replied. "How can you doubt me?"

"Well, pictures do speak a thousand words," said Gin as he appeared out of nowhere. In his hand and spread out like a fan were the pictures of Ben being the Peeping Tom. "Who are you gonna believe, Moka? This Gaijin pervert or me?"

Ben clenched his fists. All he had to do was to use the Omnitrix and Gin would be walking in crutches before long. It was just so tempting. Plus, it was making it worse that Gin was sorely asking for a butt-kicking.

Moka looked terribly indecisive at the moment. On one hand Ben was telling her that he was innocent and that he was set up. Meanwhile, Gin was saying he had caught Ben in the act and had the photos to prove it. Still, Moka knew that doing something like peeping was completely out of Ben's character. He just didn't seem to be the type who would be interested in doing that sort of thing. Gin seemed like a good person too, but what kind of person would frame another for peeping?

"Who we shouldn't believe is you!"

All three students turned to where he voice was coming from. It turned out to be Kurumu and Yukari. Both were dressed up like detectives. Kurumu was in a Sherlock Holmes getup while Yukari was in something like a Japanese detective getup. Both of them looked pretty serious despite the situation and what they were wearing. Ben was just wondering where they had gotten their outfits.

"Kurumu? Yukari?" Moka asked in surprise.

"What are you two girls doing up here?" asked Gin.

"And what's with those costumes?" added Ben, equally confused.

"You see, Ben," began Kurumu. "After the news got out, me and Yukari did some investigating to clear your name."

"Of course Ben would never do such a thing as peep," added Yukari, "So we looked for clues."

"Take a look at these photos!" Kurumu cried as she brought out several shots of Ben's 'peeping' that they had gotten for themselves. "We can only see the top half of Ben! Gin's article said that he used a barrel to look! How did he know that?"

"That's a good point," Moka agreed. She then turned to Gin. "How did you know?"

"T-that's," Gin gulped. "That's because I went to the scene after all the excitement. Since the barrel was there I assumed he used it. I've never been there so I had to guess."

"So you also know that Ben had moved the barrel originally?" asked Yukari skeptically.

"He had to," Gin answered. "I mean, there was nothing else there originally."

"Oh?" Kurumu smirked, seeing her opportunity. "Didn't you just say that you had never been there before? How would you know that nothing was there originally?"

"Uh?" Gin gulped.

"Obviously you knew that there was a good peeping spot there," Yukari answered while folding her arms.

Gin grimaced, realizing that he had been caught in a lie. He broke out in a cold sweat for a moment before he managed to put on a cool smile. "Okay, okay. I have been there before. I also know that the barrels could be used for support, but c'mon. There's no proof that I was there."

"Sure we can, Sempai," Kurumu smirked.

"Huh?" Gin blinked in shock.

"You see, the female students had taken those barrels away since they didn't want anyone else using those barrels to peep inside."

"In other words," Kurumu added. "Those barrels were there for the crime and immediately afterwards. Besides those at the scene, it was impossible for anyone else to know those barrels were there! We even have witnesses who say you had moved those barrels there before the crime happened!"

"Then that means…" Moka gasped as realization came to her.

"The real criminal…is YOU!" both Kurumu and Yukari cried as they pointed at Gin accusingly.

"Uh…uh…," Gin gulped as he backed away. As he stepped, several photos fell out of his jacket. All of them depicted girls in obvious forms of undress and completely unaware that anyone was watching them. With this undeniable proof, Gin knew that he was busted.

"Enough of this!" Gin frowned angrily. "Since I can't use trickery, I'll just make Moka my woman by force!"

Gin leaped up into the air with blinding speed before he landed at the other end behind Ben and the girls. Growling, Gin's body began to swell with raw and wild power. His face sprouted gray fur before turning into a canine snout while his ears relocated to the top of his head.

"A werewolf!" Yukari gasped.

"They're supposed to be on par with vampires in power!" Kurumu cried.

"Because of you I'm ruined! Now, if I can't have Moka by trickery, I'll just use force!" snarled Gin.

"Fat chance!" announced Ben. If Gin was gonna use a beast form, then so was he. He activated the Omnitrix and slammed it down and in a flash of light the orange furred Wildmutt now took his place. Wildmutt roared and lunged at Gin only for Gin to blur out of the way and strike Wildmutt from behind. Gin then started to strike at Wildmutt with his claws, causing the Vulpimancer to howl in pain. Wildmutt tried to take a bite out of Gin but missed and Gin sent Wildmutt flying with a kick. The alien went skidding against the floor and in a flash of green light was once again Ben.

"Ben!" the girls cried.

"He's fast," groaned Ben as he got back to his feet.

"Of course I am!" laughed Gin. "Look up at the sky!" There was a full moon there. "Because of its light I can use my full power and speed! Face it, Tennyson, you can't beat me. None of your forms are fast enough!"

Ben began to chuckle and the girls stared as Ben once again went for his Omnitrix.

"Face it, Ben," laughed Gin. "You've lost. Now, just hand Moka over and nobody gets hurt." He grinned with his wolfish teeth. "I don't see what's so hard about that."

"Right," Ben frowned. He held up the Omnitrix and began scrolling through the alien forms he had. "You think you're pretty fast do ya? Let me show you some real speed!"

Ben pressed down on the face of the Omnitrix and allowed the change to overtake him. His body thinned down while his skin turned blue. His hands turned to black talons while his body was covered with a black bodysuit with an angular head and helmet. A long blue tail jutted from his back while his feet turned reptilian with spheres in them. The Omnitrix symbol was centered in his chest.

"XLR8!" the new form of Ben Tennyson hissed, glaring at Gin with his green reptilian eyes.

Omnitrix Encyclopedia

XLR8 A.K.A. Kineceleran

This species comes from the accelerated planet of Kinec. These are probably some of the fastest people in the universe. They can easily go up to speeds of 500 km per hour. Fast enough to run up walls or across water if they so desire. Ben has actually created tornadoes with his XLR8 form. It is rumored that magnets give Kinecelerans problems to the point where they can't balance. This rumor hasn't been proven yet.

"Doesn't look too impressive," Gin snorted.

"Oh, you'll see," XLR8 smirked before a black visor with a blue X on the front covered his face.

Gin snorted again before he lunged, expecting XLR8 to be an easy target. To his shock, XLR8 managed not only to avoid the strike, but return a counterblow with his tail, smashing it into his snout.

"Ow!" Gin cried as he stumbled backwards. Looking forward, his eyes widened as he saw the blue alien charging at him with a speed that exceeded a werewolf!

POW!!

Gin was slugged across the face with a rapid punch from XLR8. The stunned werewolf skidded across the roof and came to a stop. Groaning, he got back to his feet with a snarl.

"You want to make this a test of speed? Fine!" he snapped. Using every bit of power his body allowed, Gin charged at the black opponent.

"Not bad," XLR8 nodded at the oncoming werewolf. "Could be better though."

With that, XLR8 sped out of Gin's sight. The angry werewolf skidded to a stop on the ground, trying to find where he had gone. He never looked up, so it was understandable that it was a surprise when XLR8 came crashing down on his head, putting it into the stone.

"When you're fast enough to go up walls," XLR8 smirked. "Nowhere is impossible to get to."

Gin growled as he got up and lunged at XLR8. The Kineceleran just dodged all of Gin's attacks like they were nothing. It was then that XLR8 noticed that Gin was getting…slower. He looked and smirked and then ducked under a swing before tackling into Gin.

"Getting slow, Fido?" mocked XLR8.

"What?" Gin asked, confused.

"Look up in the sky," XLR8 pointed. Gin did and his eyes widened as he saw the moon had been covered by clouds.

"My power-!" Gin began.

"Is going to go to the dogs!" said XLR8. "Now, it's time to finish this!" He then tapped the Omnitrix emblem on his chest and in a flash of green light XLR8 changed into a new alien.

"Benwolf!" the lupine alien howled.

Omnitrix Encyclopedia

Benwolf A.K.A. Loboan

These canine people hail from the moon Luna Lobo, an Anur Transyl moon. They are fast, strong, and agile. They also have the ability to unleash an ultrasonic howl from the quadric-hinged mouth that they possess. Ben first encountered one in a Navahoe Reserve when it attacked the people so to get technology. It was also the same time that Ben discovered that the Omnitrix could absorb alien DNA from contact. The only known weakness this species has is the fact that they are colorblind.

Benwolf stood several heads taller than a regular adult. He was covered with dark blue fur that was lighter on his muzzle and chest. His eyes were bright green and he was wearing a white bodysuit which had black highlights on it. The Omnitrix symbol was situated on his narrow waist. A canine tail swished from his back and his legs were more canine than humanoid.

"What the-?!" Gin gaped.

"He's a werewolf too?!" Yukari gasped in shock.

"Wow," Kurumu admired. A sultry look then entered her eyes. "He's better looking that Gin anyway."

"Grrr!" Gin growled angrily. His sharp hearing had caught Kurumu's comment. It wasn't enough that Ben was getting their attention through his foreign looks and weird forms, but he also has to be a better werewolf? The kid was dead!

As Gin began his charge, Benwolf warned, "Girls, get behind me, and cover your ears." Moka, Kurumi and Yukari did as told and pressed their hands over their ears. "Here we go." Benwolf then opened his mouth, which opened up in four sections and then he unleashed his howl.

"AWWWWRRRRRRRRROOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!!!"

It came out in the form of green sonic energy that slammed into Gin at full force. Not only was Gin caught by surprise by the impact, he was also sent flying high into the air. They all watched as Gin came crashing down, unconscious and injured by Benwolf's sonic howl.

"Hmph!" Benwolf snorted. "Lightweight."

Benwolf reached to the Omnitrix symbol and his entire body flashed before he returned to his human form. Gin was definitely down for the count and wouldn't be peeping on anyone for while. Heck, walking might be problematic for a while.

"Boy did that feel good," Ben grinned. "I mean, I know it shouldn't but after what he put me through…"

"He deserved it," Kurumu shrugged. "Still, you didn't tell me you could turn into a werewolf too! I thought you could only become aliens!"

"Well, believe it or not that was an alien," Ben explained, stunning his friends. "Grandpa said they were called Loboans, I think. They come from the same galaxy as Ghostfreak."

"Wow! How'd you know that?" asked Yukari.

"I met a Loboan," Ben answered. "He was hiding out in America, snatching tech from people to build a transceiver. Nasty guy too. I fought him and the Omnitrix absorbed his DNA, letting me change into Benwolf. The change was so slow though I thought I was turning into a werewolf."

"Wow, alien werewolves," Yukari breathed out an awe.

"Speaking of werewolves, what do we do about this perv?" asked Kurumu, pointing at the downed Gin. "I say we should just leave him."

"As much as I want to, we'd better get him to the infirmary," Ben sighed. "A perv and liar he might be, but we just can't leave him."

"Um…Ben?" Moka began nervously.

"What is it, Moka?" he asked.

"I'm sorry for doubting you!" she apologized, bowing profusely. "I shouldn't have doubted you at all. I knew you wouldn't do such a thing as peep!"

"Hey, I forgive you," said Ben with a smile. "So, who wants to help me take this perv back to the infirmary?"

With the Newspaper Club's resources, Ben's name was cleared and the true culprit was exposed, which pretty much ruined Gin's reputation. Still, the werewolf, after much thinking in the infirmary, had to admit that Ben was tough and he should be careful. It didn't mean he was going to give up on Moka, though. It just meant he would try less sneaky means.

Currently, Kurumu was trying to get the copier to work and was becoming frustrated. "Work, you stupid machine!" she shouted angrily as she slammed her palm on the top. "Work already, damn it!"

"Need help?" offered Ben as he put down a stack of papers on a desk.

"Oh, if you don't mind, Ben," said Kurumu sweetly.

Ben looked over the machine and knew just what to do. He scrolled through his alien forms and chose the one that would work for such a job. Kurumu covered her eyes as he slammed his palm down on the Omnitrix. There was a flash of green light and in Ben's place was yet another alien.

"Upgrade!" he announced in an electronically distorted version of Ben's voice.

Omnitrix Encyclopedia

Upgrade A.K.A. Galvanic Mechomorph

These people hail from the moon Galvan B which circles Galvan Prime. Galvan scientists created these people when they introduced nanotechnology to the moon. The nanites interacted with the minerals in the planet and created sentient life. Galvanic Mechomorphs can change their size and shape at will. They can also merge with technology to upgrade it beyond its original limits, hence Ben's name for it. They cannot interface with living beings and sentient machines are harder to interface with. They also possess weaknesses which can be attributed to machines. Electricity, metal corrosives, these things can wreak havoc on their systems.

Upgrade was a little taller than a human adult. His body was bulky and looked like one of those claymation characters. Most of his body was white with the Omnitrix symbol in the centre of his chest. His arms, back, and head were black with green circuitry lines running all over. His face was basically a lump with a green circle in the middle. His feet were just big stumps and his hands were comically big.

"Woah," Kurumu blinked.

"Leave it to me," Upgrade spoke with a thumbs up.

Backing away, Kurumu let Upgrade do his thing. The technological alien then leaped at the copier and fused with the machine, turning it black with green highlights and circuitry designs.

"How many copies?" asked Upgrade.

"Uh…well, Gin wanted somewhere around one hundred," Kurumu replied, still in awe about what Ben had done. Still, she really shouldn't be surprised anymore. "Think you can do it?"

"Easy," Upgrade snorted. "Just keep feeding me paper."

With that, Upgrade went to work. Light flashed from near the top where his eye was located. Several copies of the pages Kurumu wanted to copy were made by Upgrade. The succubus took a look at the copies and her eyes widened in shock.

"Woah! The pictures are in color! And they aren't blurry from the copying process either!" Kurumu gasped as she admired the superb quality of the copies. "You rock, Ben!"

"Naturally," Upgrade chuckled. Once he separated from the machine, he flashed green and turned back to normal. "It's what I do."

A/N: Well, lots of Ben's alien forms were used in this chapter. We also got to meet Gin and see him get his butt kicked by Benwolf. I hope you all enjoy it.