10:30 P.M.

Atop Billions' Tower

Morrigan's ears perked up at sound of tiny wings fluttering towards her perch atop a tall red and gold tower with a big solid gold "B" framed on it. She held out her hand to allow three small purple bats to roost in her palm, and rest their weary arms.

"Did you find anything?" She asked her pets.

The bats looked at each other for a moment before they both turned to Morrigan and shook their miniature heads remorsefully.

"Figures," She sighed as the bats dissipated into a purple haze she absorbed through her palm. As she drank in their forms, the parts of her long voluminous hair she used to give the trio life began to grow back into shape.

Morrigan looked down at the city bellow her for the eleventh time, and for the eleventh time, she wondered: 'Where did he run off to?'

About fifteen minutes ago, Morrigan had lost Ben in an alley nearby. She was about to swoop in and finish him off when he slapped that watch thing on his wrist, and disappeared in a flash of green light. After that, she started flying all around the surrounding area for him for five minutes, got bored, and then created several bat minions to finish the trite task for her. From her last fight with Ben, she knew whatever power that that watch had was limited. Which meant he would go back to being a human soon; and when that happened, her bats would tell her about it.

As her eyes drifted upward to the full moon floating up in the sky, Morrigan was reminded of the bloody crimson moon that hung ominously above her home dimension of Makai like the eye of some murderous giant watching over the land with savage hunger. Her thoughts drifted to Castle Aensland, where she, her father, his armies, and a small fleet of servants lived out their lives in banal luxury. Not because she was homesick, - God no, that place sucked! Why would she miss it? - but because she wondered if anyone in the Castile had noticed she had left yet.

Eh, it didn't matter. She would be back home before anyone notice she was gone. Of course, Morrigan would have to plot out a way home without a Gate, but she would figure that out later. What mattered to her now was finding Ben and wringing a satisfying fight out of him, whether he wanted to give it to her or not.

The sound of another set of wings flapping towards her brought Morrigan out of her head. She looked down to see her last bat returning to her. As it stopped to hover in front of her face, she noticed that it was holding something about as big as half the size of the tip of her pinky finger in its front teeth.

"What did I tell you about stuffing your face?" She scolded. "Don't think for a second that sharing your food with me is going to get you off the hook for slacking off."

Despite being chewed out about it, the bat still insisted on giving Morrigan its bounty. It landed on her shoulder, and began nudging its head into her cheek, insisting that she take its prize.

"All right, all right, I'll take it." Morrigan sighed as she plucked the mystery object from her subject's fangs. "Happy?"

The bat squeaked in jubilation before turning itself into a puff of smoke that went on to become the last remaining bit of its mistress' emerald hair.

Morrigan held the bats gift in front of her eyes to figure out just what it was, and discovered seconds later that the it was alive; thrashing and struggling to free itself from between her thumb and index finger. At first glance, it looked like a bug…or at least she thought it was a bug. It was a very strange looking creature, not as strange as the horrifyingly disfigured beasts back home, but still pretty odd looking. For example, its silvery exoskeleton looked and felt as if it was made of metal. Additionally, it had two green wings, two arms covered with green bracers, and two legs that ended with stiletto heels. But what really stood out about the bug was its single, green, cyclopean eye. Narrowing her own two, Morrigan could sort of make out some sort of insignia branded on its pupil; a familiar insignia that looked like a bit like an hourglass.

"So this is where you ran off to, Ben?" Morrigan asked as she clucked her tongue and waggled her finger disapprovingly. "I have to say, I'm kind of disappointed with you leaving me alone like that. Our fight isn't until I say it is, hero. Of course, if you're that eager to stop, I could just crush you between my fingers and end everything right now."

"Who said I was running?" Ben yelled with a voice so small and shrill. Morrigan could barely hear it. "The stupid Omnitrix may have made me this small, but I can still kick your butt!"

Ben aimed his gauntlets at Morrigan's nose and unloaded a volley of green energy shots. His microscopic attack was fierce, but the worst it did was tickle her the tip of her nostril a little bit.

"Oh my, was that the best you could do?" Morrigan giggled as she scratched her nose. "Sorry, but if you want to actually make me feel something, you're going to have to get a lot bigger."

"Seriously lady, would you quit that?" Ben might have been trying to groan, but instead it came out as an adorable little purr. "You didn't happen to steal that joke from your high school's gym showers, did you?"

"I'm sorry, I didn't quite catch that." Morrigan said teasingly. With her other hand, she clamped her fingers on one of Ben's wings, tugging at it slightly. The tiny hero fluttered desperately trying to escape her hold. "It sounded a lot like you asked me to tear off your little wings."

"Hey! Quit it!"

"You're going to have to speak up." Morrigan laughed cruelly as she pulled harder on Ben's wings. "I didn't quit catch that."

Before Morrigan could go any further with her sadistic punishment, Ben exploded in another flash of green light. The last thing she saw before something struck her right in her face and threw her off the building was a pair of angry green eyes, and a mouth full of teeth. Too disoriented to fly, Morrigan pin wheeled haphazardly through the air until she crashed through the wall of a nearby parking structure, and slid across its craggy floor. She didn't have much time to gather her bearings before she felt someone's hand grab her wings, pick her up, and forcibly slam her back against something unforgivably hard.

When everything finally stopped moving long enough for Morrigan to figure out what was going on, she found a monstrous, white, hairy paw pinning her to a concrete pillar by her waist, while its twin aimed a long, sharpened, ebony claw at her throat. She could feel her heartbeat starting quicken inside of her chest as her gaze locked with the giant burly tiger-man's sultry glare. Behind its emerald eyes, Morrigan could sense a feral rage burning in the creature's mind waiting to erupt into a wild blaze of destruction and mutilation. He peeled his lips back into an angry scowl – filled with serrated teeth, and frothing with spittle as he emitted a low threatening growl. Morrigan couldn't help but flinch a bit as the beast's large black nose blasted her face with hot, heavy, sour breath.

If it weren't for the badge stuck to its white cottony chest, Morrigan would've never guessed that this bloodthirsty cat was actually Ben. It looked like whatever dumb moral hang-ups he had before about wonton brutalities were now mere afterthoughts. Now it looked like he was seconds away from either lancing her, biting off her face, snapping her waist in his hand, or all of the above.

A normal person in Morrigan's place would have been scared senseless, frozen with fear. Admittedly, she did feel a chill begin to course through her veins; not out of terror, but of excitement. A rosy smile spread across her lips as her body practically stared shaking in anticipation. Finally, it seemed that this trip to the human world would be all worth-

"CAN YOU HEAR ME NOW? BECAUSE I'VE GOT SOMETHING TO TELL YOU MORRIGAN AENSLAND," Morrigan's joyful attitude quickly evaporated as Ben's roaring maw showered her face with globs of warm spittle. His bellowing assaulted her eardrums like audible jackhammers. "I'M GETTING REAL SICK AND TIRED OF YOU, YOUR BATS, YOUR GROSS WORD-PLAY, AND YOUR STUPID CHEAP ATTACKS! YOU THINK YOU CAN COME AT RATH FIGHTING LIKE A SCRUB?! THINK AGAIN! IF I CATCH YOU DOING THAT ONE MORE TIME…"

Morrigan's ears couldn't take much more of this. Getting hurt while fighting was one thing – at least that was enjoyable – but this attack on her hearing was pain on a completely different level. It felt like someone was shoving nails and shards of glass directly into her head. She tried to cover her ears, but it did little to prevent Ben's ranting from giving her the worst migraine of her 300 year life. If his screaming didn't let up soon, her brain was going to explode in her skull. Driven by desperation, Morrigan managed to gather enough focus to create a field of purple energy around her right hand.

"SOUL FIhhhuuuugh~"

Ben delivered a hard kick to Morrigan gut to keep her pinned to the pillar while his paws forcibly seized both of her arms with a vice grip. Magical energy was still brimming in her hand as she struggled to free herself.

"LET ME TELL YOU SOMETHING MORRIGAN AENSLAND: IF YOU THINK YOU CAN SUCKER-PUNCH RATH BEFORE HE'S DONE TALKING, YOU BETTER BE READY TO ANSWER SOME QUESTIONS! LIKE…"

Ben's paw yanked out Morrigan's right arm – so hard, he almost pulled it out of its socket – and powerfully forced her magically-charged hand into the side of her face. Even it was a botched Soul Fist, it still packed a wicked sting as it slammed into her cheek like a charging bull. It felt like it had blown off the side of her face.

"…WHY ARE YOU HITTING YOURSELF?!"

Ben took Morrigan's left hand next, and drove it in into her other cheek. Without a magical cushion to absorb the shock of the punch, a loud unsettling CRACK sounded from her hand as it slugged her cheek bone.

"WHY ARE YOU HITTING YOURSELF?!"

It went on and on like that: Morrigan's head being knocked back and forth as Ben pummeled her while asking the same rhetorical question. Between that, his screaming, and her ever-expanding headache, she couldn't focus enough to turn herself into a swarm of bats, put Ben under a spell, or use most of her magical abilities…most of them.

"WHY ARE YOU HITTING YOUR-"

*WAP!*

A sudden hush suddenly fell over Ben as he stopped ranting and attacking. His hardened visage of rage warped into one of utter confusion.

"DID YOU JUST PUNCH ME WITH YOUR HAIR?"

As soon as Ben finished yelling "hair", thousands of emerald strands shot from Morrigan's head, into his open mouth, and coiled themselves around his tongue like a ravenous boa constrictor. The hero let out a garbled yell as he tried to pull himself free by pushing the succubus away from him, but the more he struggled, the tighter her hair gripped him.

"Got your tongue, kitty cat," Morrigan giggled. This alien form may have been a bit faster and stronger than the last four Ben turned into, but it was much, much stupider. It was hilarious how easily she was able to turn the tables on it.

"LEEMHHEE TEAAHOU SOPPPHHHHE MOOOGAAH AAAPPPPHHHHLAAAH…" Ben threatened almost incomprehensibly.

Morrigan shook her head. "No…no, I don't think I will. You've used up all your talking privileges for today."

Behind her, her demonic wings finally managed to free themselves from being pressed against the pillar. Taking the form of tentacles, they slithered their way from her back towards Ben's head. They inched behind his neck, and then wrapped themselves around each other, morphing their shapes to create a single giant scythe. Its violet blade glinted in the limited moonlight shining into the garage as it hooked around his head to his Adam's apple, poised to decapitate him in one quick bloody swipe.

"Come to think of it," Morrigan continued. "You've also been abusing your mortality privileges, haven't you? Maybe I should take that away from you too, hmm?"

"OOOOFAH MAH DEEHHB BAAAAHEEE!"

"Uh…yeah, that's the point."

"POOOIIIT THHHHHIIIFFF!"

As he leaned in to get his tongue back into his mouth, Ben's sharp jaws bit down onto Morrigan's hair, cutting into it like barber's shears. With his mouth free, he took his foot off Morrigan's stomach in order to duck under her blade just before she had a chance to behead him. He tried to follow it up with an uppercut, but the attack was so sloppy that she was easily able to dodge it; then counter it with a high kick to his face, and follow that up with a spinning back kick to knock him down to the ground.

Ben didn't stay floored for long. Half a second later, he flipped back on his feet, and charged at Morrigan with a thunderous roar. His hand slapped her stomach and tightened its finger around her waist again while his arm readied itself to slam her into the floor. However, before he could follow through, Morrigan seized his wrist, and dug her long fingernails through his thick fur, and into his skin. Ben hollered in agony as he heedlessly released the demon from his grasp. With her hands still clutching his wrist and a few flaps of her great wings, Morrigan managed to lift and swung Ben's bulk around and around until she threw him into a parked van. The large vehicle's alarm blared throughout the complex as Ben's body smashed and dented its sliding door. The crash seemed to have left him a bit dazed, but he was still quick enough to rip off the van's door and use it to protect himself from Morrigan's lashing tendrils.

"DIDN'T YOUR MAMA EVER TELL YOU TO KEEP YOUR WEIRD TENTICLE-WING THINGIES TO YOURSELF?" Ben demanded as he threw the car door at the succubus like a spinning discus.

"I don't have a mother," Morrigan answered indifferently. Her serpentine digits swatted the car door aside as they rushed to attack Ben again. "And honestly, you're acting like a big baby. I've met guys half your size who would literally kill to have me touch-"

"WHAT DID I SAY ABOUT TALKING LIKE THAT?!" With a quick swipe of his arm, Ben snatched each of the tentacles just before they had a chance to bore their way through his heart. "ARE YOU TRYING TO GET RATH MAD?! 'CAUSE I'LL SHOW YOU MAD! I'LL SHOW IT TO YOU WITH BOTH MY FISTS IN YOURAAAAAAAUUUUUGHH."

Morrigan's extra arms detached themselves from her back the second Ben tried to pull at them. With a snap of her fingers, the tendrils dissolved into a colony of angry screeching bats that swarmed the tiger man from head to toe. Ben tried to open his mouth to yell out another one of his empty threats, but instead let out a muffled cry of pain as a particularly huge bat crawled inside and bit his still tender tongue. His arms manically smacked every part of his body that they could reach trying to get rid of her familiars, only for them to effortlessly flutter out of the way, and return to their perch to gnaw at his flesh seconds later.

Ben's unfortunately comical display made Morrigan snicker as she wrestled with the biggest laughing fit she'd had in centuries. While he had the fighting and mental abilities of a low class Makai beast, he managed to keep her thoroughly entertained. Even so, as she gathered magic energy into her hand, she decided the fight had to go on. She didn't have much time left to stay here.

"SOUL FIST."

The bats crowding Ben's body all simultaneously scattered into the air when they heard their mistress' incantation. The alien hero himself wasn't fast enough to get out of the way of the magical blast as it banged into his chest and blew him back inside of the van where he had removed the door, sending the car crashing on its side. Morrigan allowed herself to indulge in her laughter in the brief second it took Ben's claws to tear him out of the bottom of the van.

"WHAT DID I JUST SAY ABOUT YOU FIGHTING LIKE A SCRUB?" He snarled as car parts spilled on the ground from the wound he tore into the van.

"I couldn't tell you." Morrigan giggled as she started to come down from her outpour of laughter. She stuck a single finger in her ear, and twisted it around. "I was suffering from temporary hearing loss at the time."

"YOU'RE GONNA LOSE A LOT MORE ONCE RATH GETS AHOLD OF YOU!" Ben bolted out of the van and began trying to slug Morrigan with a flurry of blows, but she fluently read and dodged every one of his brash strikes by moving her body up, down, left, and right. Reckless anger fueled Ben's every action – from fighting, breathing, and possibly even thinking – which made this battle a little too easy for her to enjoy.

"What's a 'Rath' supposed to be anyway? You've been talking about it non-stop. It's not another one of those 'null void' things, is it?"

"RATH IS THE NAME OF THE GUY WHO'S GOING TO POUND YOU FLAT IF YOU JUST STAND STILL FOR ONE…"

He jabbed at the air her head occupied seconds ago.

"STUPID…"

His kick just barely missed her leg.

"STINKING…"

She jumped back just in time to avoid his overhead strike.

"QUIT MOVING!"

"Wait, so you're telling me you give your aliens little names?" Morrigan started giggling again as she continued to avoid Ben's awkward blows "That's the cutest thing ever. They're like you're little buddies you call on, huh?."

"WH-SHUT UP! RATH IS NOT A LITTLE BUDDY I CALL…I MEAN I'M NOT A BUDDY RATH CALLS...RATH ISN'T…YOU KNOW WHAT? I'M JUST GONNA KEEP PUNCHING YOU UNTIL YOU TAKE THAT BACK!"

"Well, it looks like that's going to take while, doesn't it? Want to see a cool trick in the meantime?"

"NO!"

"Good…DARKNESS ILLUSION"

The bats that had fled moments ago flocked back onto the scene at the call of their mistress. They all gathered together in a swirling funnel shape – flickering with an otherworldly purple light – until they formed together to create a perfect double of their lady right behind Ben. Morrigan felt a bit disoriented as her brain tried to process controlling and looking through two bodies at once, but after as many times as she performed this technique, she quickly got used to it. Ben on the other hand looked utterly baffled as he stopped his punching frenzy to look back and between the two Morrigans.

"I SAID DIDN'T WANNA TO SEE-"

As Morrigan snap kicked Ben's jaw closed, her clone did the same to the back of his neck. As she shot a punch into his gut, her other drove one into his back. For the next couple of seconds, the two buffeted Ben back and forth in their perfectly symmetrical onset. They beat him with an assortment of kicks, punches, drops, and then finished the combo by launching him back into the busted van with a double Soul Fist. He slammed into the van so turbulently, than he caused it to roll and crash into a neighboring SUV, which then crashed into a by standing pickup, that hurdled into a Humvee, and continued on and on until it had developed into a pileup of automotive wreckage gathered in the corner of the parking garage. Both Morrigans leaned on each other to keep themselves from falling on the ground with hearty laugher as they watched Ben try to crawl his way out of the busted windshield of a small electric car jammed inside the wreckage.

"YOU THINK THIS IS FUNNY?" Ben fumed as he tried to pull his body through the small car. "I MEAN IT THIS TIME, I'M GONNA MAKE SURE YOU GET…"

*Beep* *Beep* *Beep* *Booooooooooop*

The Morrigans held up their arms to protect their eyes from the very brief but very bright burst of green light from the badge on Ben's chest. When it faded, it took from Ben his imposing tiger-man physique, and replaced it with his less-than-impressive human form. Morrigan looked into his eyes, and saw that the ferocity that was burning inside him seconds ago had now cooled into a frigid dread of what would come next.

"Um…I don't supposed you'd be willing to give me a minute or ten to catch my breath, would you." He asked with a sheepish smile.

Morrigan didn't usually have much patience for pleas for mercy, - which is why she did what she did to Psyphon – but something about Ben made her actually want to forgo killing him. Sure, she did promise to finish him off when she got the chance, but she had so much fun fighting him and his amusing alien forms. Moreover, the handful she fought against only represented a small fraction of what he could become. It would be such a shame to get rid of so many promising sparring partners; especially since she had gone so long without a satisfying opponent.

"Fine," She said with a sigh. "I suppose you've fought well enough to deserve a small break."

"Really?" Ben looked honestly surprised at Morrigan's generosity. "That usually doesn't work on the guys I fight with. That's real sporting of you."

"Well, if there's one thing I'm known for, it's my accommodating personality."

Morrigan snapped her fingers, and her double began to dissolve as the bats that comprised it began leaving their foundations. The small creatures then poured themselves onto her back to create a pair of gnarled, skeletal wings tipped with twisted bony spikes.

"In fact I'm so accommodating, I think I'll let you rest up until the end of this sentence…FINAL SHOWER!"

A barrage of jet black magic missiles shot out of Morrigan's ghastly wings as if they were machine gun rounds. They spiraled through the air, as they sped towards the wreckage of cars. After she fired her last missile, her wings changed shape once more to become two compact black and green jet turbines. After waving a quick final goodbye to Ben, Morrigan fired up her turbines, and sped through the air to escape the parking complex before her missiles exploded the car wreckage and leveled the place. It was a shame to waste a great fighter like this, but if she were to start going too easy on Ben now, he probably would have started taking their relationship for granted.

But now that she was without any entertainment for the night, she realized that she would now have to go back to Makai and endure another decade of boredom. Darn, maybe she should have thought this through a bit more.

Halfway through ascending the ramps to the top floor, Morrigan noticed the temperature around her beginning to rise rapidly. In a matter of seconds, it felt like she was flying over the ocean of boiling lava from back home. It was even getting harder for her to see where she was going as several trickles of sweat started raining from her forehead and into her eyes. Where was it coming from though? Did the cars explode already? She didn't hear them go off.

Morrigan turned her head to find where the heat wave was coming from, and immediately received a big crackling fireball exploding in her face. Even with her natural resilience, it still managed to singe her face pretty bad. She would recover from it quickly, but still really, really hurt.

The blast threw Morrigan through the solid concrete ceiling of the parking garage headfirst, where she briefly spiraled through the air as she lost control of her turbines, and crash landed on the roof of the structure. More confused than injured, Morrigan picked herself off the floor trying to figure out what had hit her. Just then, another huge fireball blasted its way through the roof and rocketed into the sky like a firecracker. The blaze shot a half a mile up into the sky before it suddenly paused in midair, and plummeted directly towards Morrigan with breakneck speed until it stopped directly in front of her, bringing with it another wave of sweltering heat.

Now that she could see it up close, Morrigan realized that the fireball wasn't quite exactly a fireball; it was actually a human-shaped creature coated entirely in red and yellow flames. It had an oblong head that vaguely resembled a skull, and its face featured two hollowed bug eyes, and a lipless mouth. However, what made her particularly interested in the man of fire was the green hourglass badge stuck to the burning rocks that made up its chest.

A small jet of flame blew out of Ben's mouth as he sighed. "Okay, I was going to yell at you for almost blowing up the whole parking lot, - I had to fix that after you left me to fry by the way; thanks for asking. – but seriously? Darkness Illusion? Final Shower? Did you just throw a bunch of JRPGs against a wall, and name all your attacks after what stuck?"

As carefree as she was, Morrigan couldn't help getting a little offended at Ben's remark. "So you're suddenly the authority on naming things? What did you end up calling this guy? Hot Rod? Matchstick Man? Steamy…"

"Heatblast! I call him Heatblast."

"That's what you went with?" Morrigan scoffed. "And you had the nerve to make fun of the names I made? Did you have to hire a five-year-old to come up with that one for you?"

"I was ten…" Ben muttered under his breath.

"What was that?"

"I said: 'Eat this'!"

The second Morrigan saw Ben beginning to fling yet another fireball at her, her wings reverted to their normal shape just in time to block the attack with their width. After the flaming projectile harmlessly burned itself out on her pinion, she drew it aside to launch a counterattack only to find out that the fireball was a feint. Out of the corner of her eye, Morrigan saw Ben at her unprotected flank just in time to dodge his punch with a slight turn of her head. Unfortunately, she wasn't able to draw back in time before Ben opened his fist and unleashed a devastating explosion of flame right in her face. The blast tore Morrigan off the roof and turbulently threw her down to the streets bellow.

Spreading out her wings, she was able to slow her decent for just a moment before Ben dropped out of the air at blazing speed, and stamped both of his feet on her stomach. He knocked the wind right out of her as he kicked off her belly with a combustive kick-off that planted her straight into the ground. Morrigan didn't even have a chance to pick herself up before Ben began to shower her with an aerial bombardment of fireballs. Quickly, Morrigan brought up her wing shield to protect her from his onslaught, while her other wing bisected a nearby fire hydrant. A mighty torrent of water sprung forth from out of the street, and pounced on Ben like a liquid viper, completely extinguishing his body of fire with a loud hissing noise. The hero trailed a thick cloud of hot steam as he fell down onto the pavement, sending cars and debris in every direction as he broke a shallow Heatblast-shaped crater into the street.

"Hey, you mind changing into something else?" Morrigan asked Ben as she got up on her feet. "I'm getting kind of bored with 'Heatblast'. Change into something scary."

"What do I look like; a jukebox?" Ben snapped as he tried to get himself upright. "I'm not here for your entertainment, lady."

"Yes you are." Morrigan corrected. "Now get to changing. I'm not done fighting you yet."

"And just when will you be done fighting?"

"Until I'm satisfied,"

"And what's the ETA on that?"

"Sunrise. Maybe even later if nobody comes to take me home."

"Well I hate to be a party pooper Morrigan, but if it means that I get home in time to catch the Midnight Monster Movie on TV, I'll kick your butt back to where it came from myself."

"Beat me by midnight?" Morrigan shook her head as she chuckled at Ben's empty threat. "I'll admit you're a decent fighter, but you're just being silly. Now change into something capable and water-proof so we can get on with the festivities."

"Lady, there's a never-before-seen B-movie coming on tonight, my DVR is busted, and I don't know how to pirate stuff on the internet." As Ben irately listed off each one of his points, his body slowly started to glow brighter and brighter. "If you think you're going to get between me and a crummy 1979 monster flick about ninja ghosts haunting a suburban shopping mall just so you can play your stupid games, then you're going to end up getting burned!" As he slammed his fist into his hand to punctuate his words, the fires covering his body roared back to life, stronger than before.

"I can't say I really care about you missing your movie," Morrigan said as she charged both of her fists with magical energy. "But if that's what it takes for you to get serious about fighting me, then burn me to ashes."

Ben shot forward with an immense explosion blossoming from the soles of his feet with blazing infernos raging in both his fists. Morrigan's wings turned back into turbines that propelled her forward with Soul Fists burning in both her hands.

And the battle raged on…