WARNING: This special segment is full of idiocy and insanity! Not that you should expect anything different, we thought it only fair to warn you.


Blazorna: Well, here's the start of the second Crossover. But we're doing things a little differently this time. Anyway, the CCR will still happen, but first thing's first. *pulls a cord as a trap door opens from the ceiling. The sound of screaming can heard faintly off in the darkness before an undead Tetramand, Deadpool, Madeline Hatter, and some horrific, alien abomination come hurling through one after the other, landing painfully on the floor* Now that's what I call dropping in!

Creaturemaster: Dude, keep the puns to yourself. Deadpool, get your foot out of my back if you want to keep that leg.

Deadpool: Whatever! Did you hear the one about the guy and one-legged ass-kicking contest?

Creaturemaster: Do you have an off switch?

Deadpool: Yeah, it's right next to the prostate! Or is that the on switch?

Creaturemaster: Why did I fall for that?

Deadpool: I don't know, why did you fall for it?

Creaturemaster: It was a rhetorical question, Wade!

Blazorna: Nice to see you two getting along for a change.

Frothy: *comes down from trap door and starts pecking at Blazorna's head in anger.*

Blazorna: GAH! Stop it! Make it stop! You already got your money, you dumb bird! Knock it off already, you foul fowl!

Creaturemaster: And I thought that abomination Maddie insists on coddling like a baby was evil.

Maddie: Stop talking about our child like that! He has feelings, too!

Deadpool: Some kid! You ever hear of a child leash? Or child locks? Or better yet, a motion activated pet carrier with laser defense grid and chimichanga vending machine? *the sound of a chainsaw turning on can be heard.* Well, that doesn't sound good.

Blazorna: Creaty, Frothy's no normal chicken. He's rabid. Especially when it comes to his money. He has kicked my ass many times, even when I hid in a trashcan! Nothing can stop him!

Creaturemaster: A chicken with a chainsaw? How is that even possible? The stupid thing doesn't even have thumbs!

Frothy: BUCKAW!

Creaturemaster: Sweet mother of Swampfire, it's worse than I imagined!

Deadpool: AHHHHH! It's so bitey! Pecky! Sawy! Whatever! GAH!

Blazorna: *Eyes widen in disbelief* Oh, my god. That's not a normal chainsaw . . . IT'S RABID AS WELL!

Creaturemaster: OKAY, JUST WHAT THE HELL IS GOING ON HERE!? How can a chainsaw of all things be rabid!

Maddie: The mock turtle endlessly mocks and the jubjub bird jubs!

Blazorna: In other words, it's best not to question! AHHH! *chainsaw flies and goes into the wall behind everyone before going up into the ceiling.*

BWAAAAAAAAAAAAAAAAAAAHHHH! BWAAAAAAAAAAAAAAAAAAAHHH!

Deadpool: Rabbids . . . an army of Rabbids . . . wielding plungers . . . meh, seen it before.

Maddie: Really?

Deadpool: Oh, sure, you wouldn't believe some of the other stuff some of the authors on this sight come up with. Like this badass story by SkyOrihara where everyone asks me this dumbass questions and I give them dumbass answers!

Creaturemaster: Just when I thought things couldn't get any crazier . . .

Blazorna: Trust me, insanity is normal for me. Let me try something. *gets plunger and holds it above head* BWAAAAAAH!

BWAAAH! BWAH! BWAH! BWAH! BWAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHH! Bwah.

Blazorna: *Closes eyes and smirks proudly* I have established that I am their friend. Therefore, they shall listen to me!

Frothy: *deadpans* Buk buk, bawk!

Blazorna: I am not an idiot!

Creaturemaster: He can actually understand that thing?

Deadpool: You understand Maddie, Four-Eyes! What's the difference her and a crazy bird?

Creaturemaster: You mean other than the fact she doesn't have feathers, a beak, and the chicken itself isn't currently reaching inside their top hat to grab a shiny stick to try and carve out your testicles?

Deadpool: I need my balls!

Creaturemaster: Then I suggest you shut up for once. Or Mr. Nibbles will be getting an extra treat tonight.

Frothy: Buk bukka, bukbuk.

Blazorna; *Eyes widen and slump to knees while dropping plunger* You're right. How could I have forgotten?

Maddie: Forgotten what?

Rabbid: Bwua baba? *Comes up to Blazorna with worried look.*

Blazorna: *Calms down and closes eyes* I'm sorry my friends. I have forgotten something important.*picks up Rabbid and stands up* It has been too long since I've indulged in my favorite pastime, causing me to lose sight of what is important. *Eyes open and raises Rabbid above head* It is that things are more enjoyable when it is someone else who is suffering! *Punts Rabbid like an American Football*

BWWWWAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHH! *flies into ceiling and back down, this time onto Mr. Nibbles' head with plunger in hand* Buwaba? *raises plunger and laughs while hanging onto Mr. Nibbles.* Babuabua ba!

Creaturemaster: I don't even know what's going on anymore . . . Maddie get your . . . thing . . . to stop chasing the Rabbids!

Blazorna: Well, due to how few reviews I got for this chapter, I can't really emulate this segment as much as I wanted compared to Creaty's. Well, I suppose I better let everyone know.*Goes to Fourth Wall Door and opens it before speaking into the other side* DUE TO HOW LONG THIS HAS BECOME. WE ARE SPLITTING UP THE CROSSOVER INTO MORE THAN ONE CHAPTER! SO EVERYONE WHO WANTS TO ASK SOMETHING OR PUT CREATY, MYSELF, AND COMPANY THROUGH MISERY FOR YOUR AMUSEMENT, YOU GOT ANOTHER CHANCE!*tilts head back and starts laughing maniacally before pulling out a small box with a big red button* I've even got a button made already. And pressing it will start Weirdmageddon, or something of equal craziness. *Turns to Creaty dramatically* And you, your waifu, adopted daughter, her chew toy, and his counterparts can't stop me!

Creaturemaster: Waifu . . . adopted daughter . . . chew toy . . . okay, I at least understand that the last one is Deadpool, but me and Maddie aren't even married! And Mr. Nibbles isn't even girl, if that's even who you're referring to!

*Ignores Creaturemaster and taps foot on floor twice before a trapdoor opens nearby as a shadowed being rises out of it with fog coming out of the hole.* On that note, I've brought this guy along for insurance. Ladies and Gentleman, and chew toy, may I present to you the ultimate combination of stupidity and annoyance. I have spent hours researching for the ideal combination, and came up with this just a moment ago. Now show yourself, Rabbidpool!

*spotlight is turned on, revealing the shadowed figure to be a Rabbid dressed like Deadpool but with plungers instead of katana on his back, looking around in confusion*

Rabbidpool: Bua bah?

Deadpool: I don't know whether to be disgusted, amazed, freaked out, or proud . . .

Creaturemaster: I know which one I am . . .

Deadpool: Come here, son! Daddy's missed you!

Rabbidpool: Bwah?

Blazorna: anyway, onto the reviews!

DragonChamber – This is going from what I can make out. No argument about Alien X being on the list. And I see Way Big in the top ten easily, but there's been other forms that proven to be contenders for the top five. Also, keep in mind I'm also counting Eon's Form in this lineup as while Ben Prime never had the form, there were other versions who did. I can't really say much more as your list wasn't complete. Sorry!

Creaturemaster: Alien X is undoubtedly the reining champion when it comes to the most powerful of Ben's aliens. The creators actually stated that Atomix was his second most power, with his third (in my opinion) being Clockwork. Way Big unfortunately, even for a hundred-foot tall To'kustar, is only Ben's sixth most powerful alien; as for who number four and five, I haven't the foggiest. Gravattack and Feedback are probably in the top ten somewhere, though, especially considering that most of Ben's enemies (Rogue Ben or otherwise) use an energy attack of some kind that will undoubtedly be used against them by everyone's favorite Conductoid.

Guest (1) – I've heard your vote choices loud and clear and WILL acknowledge them. And for the transformations description, are we talking about the forms Ben currently has? Or the new ones I've came up with?

TerrorKing10: The crossover with Bleach: Ultimate Alien is still going to happen, bub. Remember, I am going to do three separate crossovers overall, plus Bigby wants to have his story to reach a certain point before we can truly start. MonsterS Unleashed is the second just to be clear.

Rabbidpool: Buababah?

I am NOT Wolverine!

Deadpool: He's right! Blazorna's batshit crazy as they get and he's nowhere near as annoying or stupid looking as ol' Wolverine! Plus, he probably won't let me fondle his balls to get my own movie either-

Shut it, Wade!

Creaturemaster: Welcome to our nightmare. Please, have a seat and enjoy the show.

I pity you . . . sometimes. I sometimes pity you . . . okay, that's a lie I don't pity you very often . . . in fact, I only pity you in this one instance.

Creaturemaster: And I never pity you and your vendetta against your rabid chicken. Now we're even.

Continuing!

Guest (2) - Thanks, but can I ask what you like about my work?

Deadpool: Me, too. I can't Four-Eyes signed up for this dump!

Maddie: Now that's not nice!

Deadpool: Don't cut out my balls, please! They're what attracts the ladies!

Yeah, 'cause your-

Frothy: Bukbukbuk bwak!

Stop insulting my mother!

Deadpool: Can I insult your mother?

Moving on . . .

masterart – Glad you-

Creaturemaster: Hey, masterart! Long time, no see! Sorry about not updating OUAT in a long time. You wouldn't believe how bad of a case of writer's block I was having, and that was when I wasn't working on this little number for alls ya! Fortunately for you, the next chapter is in the works as we speak and I have managed to dig myself out of the dreaded hole of writer's block-

Hey, hey, hey! This is my reviews! Go get your own!

Deadpool: Or better yet, steal them from someone else!

Exactly! Now then. *Ahem* Glad you like the title, and good eye, as well. I actually like throwing references every now and again, some more obvious than others. I wonder if you'll pick up a hidden one I've got that will show up. Oh, and here's a little tidbit of trivia: this site doesn't like us to post site links to others, except for youtube videos if I'm not mistaken.

Maddie: Maybe it just has a high opinion of other websites!

Creaturemaster: Your naivety never ceases to amaze me, babe.

Rabbidpool: Bua Bwababah?

Yeah, I also wonder if anyone caught the Kamen Rider references in my story.

Creaturemaster – So . . . we finally come to yours, partner.

Creaturemaster: You say that like it's a bad thing.

Can't hear you over the chainsaw! Either way, thank you my friend, your feeble attempt to drive me insane actually was amusing and more beneficial than you probably wanted. The egg hatched and is an adorable little Litwik, but it will never become a Chandelure, or even a Lampent in this matter. As for why the lovely Harley Quinn isn't with us here, let's just say I needed her elsewhere.

Creaturemaster: Well excuse me for being occupied by other things. As for Harely . . . dare I ask what you did with her?

She's just . . . resting . . .

Deadpool: Dude, did you knock her up? You totally knocked her up, didn't you? Yeah, you totally did! Awesome!

Maddie: Wade!

Creaturemaster: Maddie, if you please? I believe Mr. Nibbles could use some excerise.

Deadpool: Wait, what? No, no! Please, have mercy on my nonexistent soul! GAH! It's got my beautiful face! Why do they always go for the face!

Dude, your face was so ugly you wore another mask over it in case the first one fell off.

Deadpool: Not the point! K-word it! K-word it into hell! Hades! The Underworld! Wherever! Just get it the hell off of me! AAAAAAAAAAHHHHHH!

Creaturemaster: I believe we have other reviews to get to?

Indeed.

Dragonrider66 – As you've probably could see by now, Frothy is an associate of mine who is a rabid chicken. He has appeared in some of my previous works. He had been on a globe trotting journey between his last two appearances. As for Issei not using Balance Breaker in the previous crossover, it didn't seem necessary for that to happen.

For Poltersmite not appearing sooner, well, he was originally wasn't planned to exist in the first place. Before I explain, I want to point out that in Ben 10 canon, Ultimate forms aren't recognized as different alien forms by the Omnitrix. With that in mind, and with the sparse details about the wraiths of Queen's Blade, I initially believed that Airi was a spirit presumably to have been human once. If you go with that line of logic, a wraith form wouldn't have been theoretically possible, as her DNA would've been recognized as human, the same as Ben. Only evidence I have to support this idea is this other wraith whose name I can't recall, who has actual cat ears. However, as time went on, and with the reveal of Perk and Murk Upchuck being two separate forms-

Creaturemaster: Actually, Gourmands are divided in a pair of subspecies known as the Murks and Perks, with the genetic coding being all but identical to each other to the point where it's always a toss up at which specific one Ben will get. Not that either form provides some advantage over the other, other than different markings and patterns. Just saying.

. . . and thank you for the random piece of useless information. As I was saying, I began to question myself about this and when Cyber brought up the idea of Grim Maiden to appear in FMH, I actually decided to go and capitalize with that absence of Wraith origins (To clarify, I'm talking about how they come to be, and Airi's physical body was created by the Swamp Witch) and to treat them as a different race altogether. And by allowing Grim Maiden to exist, that in turn lead to the male version, who I've dubbed Poltersmite for Rogue Ben.

Oh, and the plunger? *puts on aviator shades and grabs a plunger* The ideal weapon of one who has mastered insanity. *thrusts plunger into Creaty's face* It also makes for a great tool in messing with a friend or to distract them.

Creaturemaster: *yanks plunger off of face and pops it onto Blazorna's headm jamming it down over his eyes and blocking his vision.* Keep your plungers to yourself, you ninny.

Deadpool: I dunno. I think they're kind of fun! *raises a plunger like a sword while striking a dramatic and heroic pose*

Thank you. Now before I forget . . .

*Grabs Rabbidpool and throws him in the way of the Oppai Nuke*

Rabbidpool: Bwaaaaaaaaaaaaaaaaaaaaaaa-GCK! *swallows the Oppai Nuke midscream*

Rabbids eat just about anything, and as this is a Deadpool version of one, it makes him ideal for nuke disposal.

Now, unless Creaty has something he wants to say,-

Creaturemaster: Yes, I do, actually. For all my readers who have followed over to this awesome story either because they love my work or are interested to see the heck all the fuss is about over Blazorna, I will be SLOWLY reworking and rewriting my story, We Are Monsters to be more up to par with my current level of writing; I only want the best for you guys, so please have the patience! As such, not much if anything will change or be different from the main plot line, all of the ghouls will still remain intact, and all events will have still happened, if only more appropriate for the current rating and more well written. We Are Monsters was my first story, and successful one at that, so I'm going to make sure it's one of my best ones, too. And maybe I can even get it to the 1,000 review mark its sequel OUAT as reached XD

. . . you just love rubbing your success in, don't you?

Creaturemaster: I'm not trying-

LIES! Anyway, dear readers, remember that the events of this crossover take place IMMEDIATELY after the ending of We Are Monsters, so HEAVY spoilers if you haven't reached that point. It might also help if you've read all the previous chapters for Misplaced Hero leading up to this. *speaks in deep and threatening voice* You've been warned.

*Turns to Rabbids and smirks* Now let's start Weirdmageddon, my comrades! BWWAAAAAH!"

Rabbids: *all wave plungers above heads* BWAAAAAAAAAH!

Deadpool: BWAAAAAAAAAAAHHH!

Maddie: *Raises plunger over head* BWAAAAAAAAAAAAAAAAAAAAAAAH!

Creaturemaster: Oh, what the hell. If you can't beat 'em, join 'em. *Raises four plungers over head, one for each arm* BWAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHH!


MonsterS Unleashed: Harem Havoc (or Things Could Not Possibly Get Any Worse . . .)


Note: There's a checkpoint, so press Control and F and type in checkpoint like before to use it

"It's Monster Time!" Ben exclaimed as he tapped the Omnitrix and slapped the activation button without looking at which alien he had selected, encompassing himself in a blast of green light that warped and scrambled his genetic code into something new and not of this world. His hands bloated and swelled as extra muscle and tissue wrapped themselves around his bones and enhanced his strength significantly as his bones grew larger and strong to support his growing weight; his fingers cracked and splintered loudly as they molded together into three, large claws that turned a frosty blue in color while his shoulders shifted back slightly. Ben's back cracked and crunched loudly as it hardened and solidified into a tough, black shell that forced him onto four legs as a white carapace encompassed his chest and stomach, now fully protecting him. Hies toes tore through his shoes, now a pair of large claws as four, blue dorsal fins sprouted from his back while his skull bulged outwards slightly into a rounded, bear trap-like shape that allowed several of his quickly sharpening teeth to curl over his bottom lip; several fleshy growths and barbels formed on his bottom jaw as black markings etched themselves across his icy blue face and the Omnitrix appeared on his chest, completing the transformation.

Arctiguana's face split into a trollish smile as he glanced over his icy blue claws before switching his cocky grin to Vilgax; the Chimera Sui Generis let a brief look of concern and hesitation crossed his tentacled face before he clenched his claws into tight fists and bared his teeth out of anger, grinding his fangs out of fury.

This was somewhat bizarre behavior for someone as infamous as Vilgax, The Most Dangerous Being in the Universe, Ruler of Vilgaxia, Conqueror of Ten Planets, Destroyer of Five Worlds, and Creator of the Crushing Abyss, considering he was so remarkably feared throughout the entire galaxy and beyond; then again, he was up against seventeen wielders of what had to be the most powerful device in the universe, each of which had morphed and changed themselves into a variety of extraterrestrial species. That, and he was up against the Guardian of the Nemetrix, a very perturbed Master Magician and Ruler of Ledgerdomain, and one very annoyed fire-breathing dragon.

"Time to chill out, Calamaribeard!" Arctiguana quipped. As if given some silent signal, the army of aliens rushed at the Chimera Sui Generis as one as Vilgax charged forward to meet them head on; with a loud roar of anger, Vilgax back a single fist that was easily twice the size of Tourma's head and slugged her in the jaw, snapping her head up as he grabbed her by the neck and used the crystalline alien as a bludgeon against Jawsmine, sending both the Petrosapien and Piscciss Volann flying into one of the many parked cars that had been abandoned when word of Vilgax's rampage reached the area.

Arctiguana growled with anger and blasted a short jet of icy vapor at Vilgax's face, blinding him with quickly freezing ice crystals and fury as Cuatro Arms lunged at him and succeeded in driving her delicate, Tetramand fists into his gut, sending him skidding back as she relentlessly decked and slugged him across the face for every step she took forward.

"Come on, Squidface! Show me what ya got! Show me what ya got!" she yelled triumphantly until Vilgax caught one of her four fists in his hand and flexed his fingers, squeezing her hand with a loud crack and a sadistic grin across his slimy face; Cuatro Arms paled to a dark shade of pink. "Well, okay then."

Vilgax grinned. "I am going to beat you senseless." he purred in a low, gravely tone that sent shivers up the Tetramand's spine before the Chimera Sui Generis easily lifted her hulking form off of the ground and slammed her down to the pavement, peeling her dazed form off and then breaking her over his knee with a loud cry of pain to then cast her aside like a broken toy. Tourma groaned and climbed onto her hands and knees, watching as Vilgax stomped down hard on Cuatro Arm's pelvis to further injure her; the Petrosapien narrowed her eyes and absentmindedly glanced at her hand, clenching it tightly into a fist and thumping it heavily against the ground, watching with curious satisfaction as crystals and diamonds thrust themselves up through the pavement and around the alien warlord's feet, momentarily trapping him in place as a sleek ramp of crystal jutted out of the earth in front of him.

"Time to roll out!" Rollchelle rumbled as the female Arburian Pelarota curled up into a tight ball and revved up against the ground, spinning in one spot to build up speed; an idea crossed Electra's mind and she quickly flew up to temporarily rest on a telephone wire before savagely biting into the cable, absorbing a vast amount of energy from within before snaking back down around the telephone pole and blasting it all back out at Rochelle, sending the Arburian Pelarota shooting off like a rocket at the crystalline ramp and rolling off, slamming into Vilgax's gut and sending him flying. The victory was short lived however as the alien warlord managed to get his feet back on the ground and place his hands on the armored alien's shell, driving her down deep into the earth as she fruitlessly continued to roll and spin until finally giving up; Vilgax then hauled the armored ball up out of the ground and chucked it down the street like a bowling ball, successfully sending Rollchelle crashing through Minutette and Stinkerbell and all but flattening them to the pavement where they were swallowed in flashes of jade and indigo and returned Jinafire Long and Gigi Grant to the world.

Cleo-wrap-tra lashed her exaggerated fingers forward, wrapping and weaving them around Vilgax's legs and pulling them taunt in an effort to trip him; unfortunately, being a Thep Khufan and composed entirely out of billions of microorganisms that formed organic, bandage-like organs that formed a roughly humanoid figure, meant that there wasn't much room for muscle mass of any kind, leaving her to struggle and grunt and wheeze just to move Vilgax's entire weight. This allowed the Chimera Sui Generis to grab hold of her fingers and tear them lose from his legs before effortlessly hauling her entire weight towards him and drive his fist into her face plate with a loud crack! that sent her flying until he yanked back on her bandages and punched her again, playing a very sick game of paddleball with the Thep Khufan.

It wasn't until the fifth or maybe seventh time that help arrived; instead of Cleo-wrap-tra flying back towards him for another assault on her body like the alien warlord expected, her exhausted body froze in midair, suspended above the ground by some unseen force until the Thep Khufan was suddenly pulled away from him, tearing her fingers away, leaving mere stubs of their former selves, as she was lowered and gently set upon the ground by Graviton.

"Hey, why don't you pick on someone your own size!?" the Galilean yelled.

"If you insist." Vilgax grinned viciously as he leveled his hand at her; Graviton raised a rock encrusted arm just in time to block the majority of a hot energy blast that had formed between the alien warlord's claws and fired off at her, blindsiding her and allowing him to rush at her without threat of being attack and knee her roughly in her planetary core, causing her to double over with pain and let him deck her across the face.

Graviton gritted her teeth and raised her arm in front of her face once more to shield herself as she spread the fingers on her other hand wide and focused on the Chimera Sui Generis relentlessly punching her over and over again; a shimmering, wavering red disk of energy appeared at the end of her fingertips, signaling that her plan was working. With grunt, Graviton shoved her arm up to push Vilgax off of her long enough to focus her gravitational field on him and pin him close to the ground with both of her hands to increase the amount of force enacted upon him. Unfortunately, to her amazement, it did little to effect Vilgax as he planted his hands firmly on the ground and struggled to his hands and knees before fighting against her gravitational hold until he was standing up in a hunched over position that must have been killing his back.

"Dude! Do you have any idea how many Gs I'm throwing at you!?" Graviton exclaimed, stepping back with fear as he lurched forward, his footsteps slow and staggering.

"Hold him steady, Lorna!" Cuatro Arms grunted as she slowly climbed to her feet and grabbed hold of the two cars on either side of her by the bumper before charging at Vilgax and slamming the two vehicles together like a pair of cymbals with the alien warlord in the middle; Graviton sighed with relief and relaxed, releasing her hold on the Chimer Sui Generis.

"No! Don't!" Arctiguana cried a moment too late as Vilgax effortlessly shoved the cars away from him, digging his claws deep within their metal skeletons and using chucking the first one at Cuatro Arms, catching her off guard and sending her sprawling off the pavement, then throwing the other one at Graviton, nailing her in the face and sending her skidding back to slump to the ground with a low groan.

Vilgax smirked. "Is this the best you have to offer, you insolent brat?"

"Hey, give 'em a break! They're new at this!" the Polar Manzardill countered before blasting a second jet of icy breath at Vilgax and lunging forward to lash out with a hand and successfully manage to swipe out one of his legs from underneath him. "Unlike me." he added before firing off another jet of freezing vapor and encasing the alien warlord's hand in ice; the Polar Manzardill charged at him, blasting his other hand with chilling breath and encasing it in ice as well, relentlessly taking potshots at Vilgax with every step he took forward. The Chimera Sui Generis easily blocked every single one with his freezing weapons before quickly lunging forward and crashing them together around Arctiguana's head like a pair of cymbals, shattering the ice and dazing the Polar Manzardill.

"Should've . . . gone with . . . Way Big . . ." Arctiguana hissed before Vilgax stomped a foot down on him to stun the Polar Manzardill and draw back his fist to deliver the finishing blow.

"Eat exploding gummy-ball-thingy!" a high, squeaky voice caught his attention. The alien warlord turned just in time to watch as Balle Weevil rolled a considerably-sized ball of plasma off of Tourma's ramp and jumped off at the last second, slamming the wet ball of goo in Vilgax's face and detonating it in a cloud of blue gas, disorienting his senses and giving both Arctiguana and Balle Weevil enough time for the former to crawl away to safety and the later to skitter up her opponent's leg.

"Get off me, you insect!" Vilgax spat as he tried to swat at Balle Weevil.

Arctiguana panted as he sat himself up against a fallen car to catch his breath, the Omnitrix timing out a few seconds later and returning Ben to the world in a flash of green light. "Time to pick another alien." he said to himself.

"Like us!" Eye Gal growled as the female Opticoid, Tourma, and Jawsmine rushed at the distracted alien warlord as one. The Petrosapien shifted her crystalline arms into a pair of sharpened blades, ramming her shoulder into Vilgax as hard as possible before swinging her blade at his gut, managing to cut through the armor that protectively covered him before he grabbed her by the head and tossed Tourma over his shoulder as if she were nothing more than a toy; the Chimera Sui Generis then cried out in annoyance as Balle Weevil painfully snapped her jaws shut around one of the tentacles that draped alone his broad back and shoulders, just out of reach of his grasping claws and leaving him vulnerable to Eye Gal. The Opticoid took full opportunity of his exposure and fired off two sizzling beams of energy from the eyes on her palms.

"You're about to get an eyeful of trouble!" Eye Gal quipped as she then clenched her fists and closed all sixteen of the bright pink eyes scattered across her body, a massive eye slithering out attached to the end of a long, muscular vein from under her sizable breasts and glowing a hot pink in color before it fired off a more intense beam than before, slamming into Vilgax just as he managed to grab hold of Balle Weevil and pry her lose from his tentacle before he was soon distracted by his latest adversary. At the same time, Jawsmine had sneaked up behind him with her jaws wide open and ready to take a piece out of the Chimera Sui Generis; much to her surprise, he quickly whirled around and crammed Balle Weevil in her open maw before slugging the Piscciss Volann in the gut and sending her flying low across the ground where she crashed into a lamp post and spat out an equally dazed Balle Weevil.

"Eye knew this was a bad idea!" Eye Gal cried as Vilgax roughly grabbed her by the long vein that her new, gigantic eye was attached to her and slammed her at the ground before yanking her back up and throwing her down once more; a loud, venomous hiss caught his attention and he ducked just in time to watch Buglizard going sailing overhead with jaws open wide and riddled with needle-like teeth. Thinking quickly, the alien warlord grabbed hold of the predator's tail and slammed her into the ground as well before hauling both the Buglizard and Opticoid off the ground crashing them together like cymbals, wadding them up into a ball and tossing them over his shoulder without care.

"Eye didn't even see it coming. Now that's eyeronic." Eye Gal moaned up underneath Buglizard before a loud beeping sound caught her attention and she was engulfed in a bright flash of pink light and returned to her original form; the Nemetrix followed suit and returned Jane Boolittle to the world, the shape-shifter groaning as she climbed off of Bonita Femur on her hands and knees and proceeded to collapse to the ground, greatly winded.

Vilgax was the equivalent of a kid in a candy store as one by one, various Omnitrixes began to time out in a multitude of colors, returning their wielders to their original forms; a loud battle cry caught his attention and he turned around to see Cuatro Arms and Tourma come racing at him, readying to attack once more before the two extraterrestrials were suddenly engulfed in flashes of cyan and dark blue and returned to their original forms, a ghoul with mint green skin riddled and arched with stitches that kept her body held in one piece and a second that seemed to be a collage of various body parts composed of the lower half of a horse, the upper body of a human girl, and the broad wings of an eagle.

"Oh, Sphinx." Frankie Stein cursed.

"Duck!" Avea Trotter yelped, grabbing the young cadaver's shoulder and pulling her down at the last second as Vilgax swiped at them with his claws.

Ben frowned and narrowed his eyes at the alien warlord with pure hatred. "Hey, Squidface!" he yelled, catching Vilgax's attention long enough for Frankie and Avea to slip away and take cover behind a totaled car while they attempted to fruitlessly work their newly received Omnitrixes. "It's me you want! I have the original!" he shouted, gesturing towards the device strapped to his wrist that sent his life spiraling into a whirlwind of chaos and adventure.

"You want it? Come and get it!" Ben taunted, hoping he could goad the Chimera Sui Generis into coming after him and leaving his less than experienced ghoulfriends alone.

"Famous last words." Vilgax growled before charging straight at Ben, not even pausing as he clotheslined Graviton as she tried to climb to her feet and join back in the fight; the Omnitrix attached firmly to her forehead timed out in a flash of bright crimson and returned Lorna McNessie to the world.

Ben grimaced and tapped the Omnitrix, rotating through the available options until he selected Atomix and slammed a hand down on the activation button, swallowing himself in a burst of green light that scrambled and transformed his DNA into something new. His bones and muscles dissolved into a thick soup, coursing through his body as his organs vanished one by one to be replaced by some sort of complex nervous system that took over and replaced them to keep his heart still beating (metaphorically). He could feel every fiber of his being, every cell in his body separate from each other, becoming lose and uneven as his body began to decompose and become incredibly flexible and slimy, collapsing into a puddle of greenish ooze on the ground as the watch on his wrist shifted and reconfigured into a second form that buzzed and floated above the ground. After a few seconds, the device flew over the puddle of goo and drew itself upwards, the puddle of sludge following it like a magnet as it morphed itself into a crude, humanoid figure with random, feeler-like protrusions sticking out of his arms and neck as two eyes opened up on what could have been the head as it dripped down like wet snot and formed something similar to a beak.

"What the- now isn't the time for games, Omnitrix!" Goop exclaimed with a gurgle tone that wouldn't have been funny had he not been about to be creamed. With a static yelp the Polymorph effortlessly split his slimy body in two to avoid Vilgax's fist and closed his goo around it; the alien warlord cried out with an irritating pain as a loud hissing sound came from the noise of acidic slime eating away at his tough exterior.

Furious, the Chimera Sui Generis tore his fist out of the Polymorph's head and took a step back with both of his hands, a dangerous amount of energy crackling between his strong fingers like electricity before collecting into an unstable ball in his ball and firing off at Goop in a concentrated beam. The Polymorph yelped and bounced away with a wet splat! to dodge the laser fire aimed at him, bouncing and ricocheting off of the surrounding vehicles and debris before finally having enough and throwing himself right at Vilgax, enveloping him and tangling him up in a slimy web of ooze that stuck firmly to the ground and the surrounding buildings, trapping him like a fly in a spider's web; while the alien warlord struggled to get himself free, the Polymorph was stretching a part of himself back as far as he could go, forming a fist out of the goo that composed up his body before sling-shotting himself back, striking the Chimera Sui Generis full in the gut with a great deal of kinetic energy that sent him flying down a few blocks and leaving Goop little more than a puddle of ooze on the ground.

"Quick! While he's down!" Cleo-wrap-tra yelled as she climbed to her feet and made a move to whip out her fingers like a grappling hook and swing herself over; the Omnitrix fastened to the golden belt around her leg beeped and swallowed the Thep Khufan in a flash of golden light, returning Robecca Steam to the world. "Bollocks."

A static charge of crackling electricity bounced across the pavement and snaked up Robecca's metal leg, making her quiver and shake as it ran up under her skirt, inside of her shirt and popped out of her sleeve to rest on her shoulder, converting itself into the more solid shape of a female Nosedeenian. "Don't sweat it, babe! I gotcha covered!" Electra cackled. "Woo-hoo! Woo-hoo!"

"You heard the battery! CHARGE!" Sonic Doom yelled as a flash of dark blue light washed over her figure and allowed herself to split into five new duplicates; the small army of Sonorosians rushed down the street as fast as their little legs could carry them as Electra flew overhead with a cocky grin upon her face.

With a loud cackle, Electra flew upwards and into an open powerbox, siphoning off the energy from the powerlines overhead before shooting back out like a hyperactive pinball of death and bouncing all over the place before firing off right at Vilgax and landing right in his mouth, much to his surprise when a powerful electric shock coursed through his body, setting his nerves on firing and making his tentacles flail wildly until it finally stopped; he then promptly spat out a slime covered Nosedeenian, the later feeling more disgusted the former as she climbed to her toothpick feet to glare at him incredulously.

"When was the last time you brushed your teeth, you walking toxic waste dump!?" she spat before the Omnitrix fixed to the top of her head beeped and encompassed her in a flash of neon green light, returning Venus McFlytrap (still covered in slime) to the world with a now regrettable look on her face as Vilgax glowered at her.

"Uh, you have some really minty breath?" Venus gulped nervously under the alien warlord's harsh glare.

"Since you seem so interested in my teeth, I will use what ever means of a skeleton you have to pick them once I crush you." the alien warlord growled, clenching his fist tightly.

"Not if-"

"I-"

"Have anything-"

"To say-"

"About-"

"It!" the six Sonorosian clones bounced their speech back and forth between each other as they quickly scurried around and between Venus' legs to stand firmly between her and the Chimera Sui Generis; the plant-monster ghoul decided that now was the perfect time to run away with Vilgax's attention now focused on Sonic Doom and not her frail and relatively squishy body. The Sonorosians all inhaled a deep breath before blasting it back out with a loud scream at such frequency and force that the very air seemed to be shattered like all of the surrounding glass windows that lined the towering skyscrapers and abandoned shops; the alien warlord, clapping his hands over whatever ears he may have had, didn't seem to be affected he stomped forward and raised up a foot to crush one clone underneath before swinging his arm and casting the rest aside and through a store window that had somehow miraculously managed to avoid being destroyed, a flash of dark blue light blasting forth from the broken glass and returning Whisp to the world.

The genie groaned. "I knew this guy was bad, but not this bad!"

"Why do you think he's my arch nemesis?" Goop gurgled as he slithered across the ground at Vilgax and launched himself at the Chimera Sui Generis' face with a loud splat! and blinding him, allowing Velocity to come shooting down the road at him and slam right into his iron stomach, sending him sprawling and bouncing across the pavement for a few seconds before he managed to land in a kneeling position with a hand against the ground to steady himself; the female Kineceleran used this to her advantage and raced up his arm to deliver a series of rapid fire jabs and kicks to his face that would broken most species' bones. With an irritated growl, Vilgax managed to grab hold of her tail despite being blind and hurled her down to the pavement before tearing Goop away from his face and chucking him across the road before grabbing the remains of a destroyed car and slamming it down on Velocity with a relatively small explosion that engulfed the both of them but left the nigh unstoppable alien warlord unscathed; a blast of peach-colored light came out from under the burning scraps and Vandala phased out from the wreckage, startling Vilgax long enough for Kilauea to blast him a jet of hot fire.

"Uh . . . is this the part where I make some unnecessary quip to drive him crazy?" the Pyronite asked.

Goop oozed down the side of a building and puddled up on the sidewalk, sloshing and swirling around on himself to build himself back up. "Depends. It takes years of experience."

"Something that you sorely lack!" Vilgax snarled before grabbing the Pyronite by her neck, seemingly unaffected by the searing hot flames that licked away at his skin like hungry wolves; Kilauea choked for a second, clawing at the alien warlord's tightening grip as her legs feebly kicked and lashed at him in the hopes of getting him to release her. Not even the timely arrival of Sawsana as she came barreling down the side of a building at the Chimera Sui Generis to try and hack and slash at his surprisingly durable armor could save her as Vilgax swiftly caught her by the wrists and held her out at arms length to avoid getting cut by her dagger sharp feet.

"What is it that you pathetic Earthlings say when you can't up your worthless minds?" he wondered absentmindedly as he casually glanced back and forth between the Pyronite and Parae Cortarix squirming about in his grip. "'Eeny, meeny, miny, moe?'"

"One 'moe', coming up!" Goop yelled as he slammed a hand down on the reconfigured Omnitrix that functioned as an Anti-Gravity Projector and engulfed his gelatinous form in a flash of green light. He felt himself grow taller and much more muscled as thick, shaggy, gray-colored fur sprouted all over his body as his back and chest swelled with muscle and tissue, his skeleton crunching and cracking as it was reinforced and changed to accommodate his new body. Ben's skull crunched and snapped in an almost painful manner as his face bulged forward into a point muzzle lined with sharp, canine teeth as a wet, black nose formed at the end; organs sloshed around inside of him as his bones crunched and ground heavily against each other while his muzzle split into four, flexible flaps. His fingers became longer and tipped with wicked claws that looked like they could easily slice through most objects as two, large talons ripped through his shoes while a third popped out from the back. A long, fluffy tail sprouted from the base of Ben's spine as a mane of dark, coarse fur rose from his shoulders and neck as spikes sprouted from his elbows and shoulders; a green and black body suit appeared on his shifting frame with green wrist bands and a collar around his neck with the Omnitrix at its center, completing the transformation.

With an animalistic howl Blitzwolfer leaped upon Vilgax and slammed into his back, releasing his hold on Sawsana and Kilauea as the Loboan sank his claws as deep as possible into the alien warlord's skin as he climbed to his feet and reached behind him to grab hold of Blitzwolfer's tail and easily pull him off, ignoring whatever pain there might have been when the Loboan's claws were yanked out of his back.

Vilgax glared cunningly at Blitzwolfer as he hung upside down by his tail before casting a glance to see flashes of gray and golden light swallow Sawsana and Kilauea before they could join back into the fight, returning to the world as Clawdeen Wolf and Twyla respectively; the werewolf was barely held back and pulled away to safety by the Boogeygirl. "Your pets are running away with their tails between their legs, Tennyson. Will you do the same?" he asked in a low voice that was like gravel across cold concrete.

"Not if I can help it." Blitzwolfer snarled before the four, flexible flaps that made up his muzzle split apart and unleashed an ultrasonic howl from the back of his throat, blasting it straight into Vilgax's face and making him roar with annoyance before he dropped the Loboan upon having his claws embedded deep into his skin; before he could recover, a blast of fire slammed into him from the side and he skidded to a stop in time to get Dragoon's whip-like tail slammed into his gut, sending him flying through the air and farther down the road.

"Nice shot." Charmcaster smirked.

"Thank you, my dear." Dragoon grinned before he notice Vilgax climbing to his feet and shaking himself off. "Excuse me for a second." he added as a side note before he gave off a loud, primal bellow and flapped both pairs of his broad wings to lift off the ground and at the Chimera Sui Generis, slamming his full frame and bulk into him and tackling him to the ground; Vilgax was left to dodge snaps of the dragon's jaws while he was pinned under his strong talons.

"I am starting to see why you like him." Tortuga as she descended down from the air and alighted on the ground.

"Yeah, no kiddin'. Guess he ain't dragon behind on this one." Blitzwolfer joked lightly.

Charmcaster rolled her eyes. "Knock off the bad puns, Ben. No matter how effective they might be in distracting bad guys, you're still incredibly childish."

"Hey, c'mon! You know I'm funny!" Blitzwolfer grinned a toothy smile.

Charmcaster was about to retort when a loud crack! caught her attention and she glanced down the road just in time to see Dragoon's head snap upwards and watched with a quickly paling face as Vilgax pried himself lose from the dragon's claws and managed to get free; Dragoon shook his head to clear his vision and roared, thrusting his head downwards and snapping his jaws shut just an inch away from the Chimera Sui Generis' head while he ran under Dragoon's armored belly and out between his back legs. The dragon followed up with a blast of hot fire that Vilgax all but ignored as he grabbed hold of the reptilian tail and grunted with slight strain as he heaved and pushed and finally managed to work his incredible strength long enough to haul Dragoon's entire frame off of the ground and over his shoulder before slamming him back down on the road.

The alien warlord then tightened his grip and tugged once more on the dragon's tail, specifically pulling his great bulk to one side and then slowly pulling Dragoon around in a circle, eventually gaining enough momentum to lift the dragon's hulking frame off of the ground and spin faster and faster before finally letting go and hurl Dragoon's entire gigantic bulk through the air and clear through the base of a skyscraper with ease; the building rumbled and trembled before finally giving way and crumbling to the ground with a loud roar and large cloud of dust and ash.

"Not funny." Charmcaster gritted her teeth and clenched her fists tightly. "Adfishio Potentia!" she chanted as she thrust her hands out and fired off multiple beams of mana from her hands; like flexible octopus tentacles they shot out and slithered out from her fingertips and wrapped tightly around Vilgax's wrists, ankles, waist, and several of his tentacles, restraining him. The master magician grunted and shifted her fingers about, lifting Vilgax off of the ground and into the air before roughly slamming him back down into the pavement, the mana tendrils dissipating.

"Camouphlat Vaporis!" Charmcaster called out next as the alien warlord climbed to his feet and rushed at her just as a thick cloud of steam enveloped her, Blitzwolfer, and Tortuga in the hopes that they would be able to slip away under cover; unfortunately, Vilgax hardly seemed affected as he swung his claws around and grabbed Charmcaster by the waist, lifting off the ground and tightening his grip to bone crushing pressures as she fought and struggled to free herself.

"Appendage-A . . . Regor-" the witch started to recite before she was cut off with a quick clench of Vilgax's fist that squeezed the last breath out of her before she suddenly screamed in silent agony as he fired off a pod of hot energy with her in his grip; a cruel grin across his slimy face as he then blasted her again, sending her flying through the air and far down the street where she crash landed into another abandoned car, unmoving.

"Charmcaster!" Blitzwolfer cried with concern before giving a loud whine of pain as he was struck in the back and sent flying by Vilgax with a swing of his arm, bouncing along the road before he finally came to a stop next to Charmcaster's inert body, the Loboan sighing with relief upon finding that she was still breathing; Tortuga whirled around and smacked the Chimera Sui Generis across the face, driving him back with several whacks of her flippers until he managed to get a lucky shot and punch the Geochelone Aerio in the face, pushing her off of him. Tortuga shook her head to clear the dull throbbing pain in her skull, narrowing her eyes at the alien warlord as she bent her legs and jumped into the air, her legs fusing together into a single appendage while she raised her original flippers and began to spin them on a rotating axis and creating a buffeting wind as the six holes in her carapace blasted forth air.

The Geochelone Aerio quickly flew upward to dodge a strike from Vilgax and came swooping back down, flying low and horizontal against the ground to drive her spinning flippers into his back like a set of helicopter blades before she halted long enough to crack her flippers over his head and begin spinning once more; the alien warlord ducked just in time to avoid Tortuga and stood up at the last second to grab her by one of her blades and yank her back, slamming her roughly into the ground.

"We aren't makin' a dent in this creep, cap'n." Vandala reported, phasing up through the ground next to Blitzwolfer as the Loboan grunted and hauled himself to his feet, his talons clicking against the pavement moments before the Omnitrix timed out in a flash of green and returned Ben to the world.

Ben grimaced. "Nothing short of Way Big is going to stop Vilgax right here and now." he scowled; Jane propped herself up onto her hands and knees and quickly slammed a hand down on the Nemetrix fastened to her wrist, relaxing as the crimson light encompassed her and began to distort and change her genetic code into something new. Her lilac skin cracked and crunched softly as it began to thick like rhino hide and dull in color, turning an unimpressive brown the color of muck and mud that crawled and slithered across her hands and up her arms, making its way across her slim shoulders and criss-crossing her chest to engulf the rest of her figure while her wild, untamed curls and ponytail were sucked back into her scalp like strands of noodles; her bones thickened, growing denser and far more durable until they simply fused with her hardening skin and leaving her muscle and tissue to amalgamate with her exterior and become an exoskeleton of sorts. Jane's frame almost instantaneously began to bloat and swell, her shoulders and back broadening dramatically and tearing right through her shirt along the edge of spine as her head grew larger and larger to match her thick neck while her forearms began to inflate and her fingers fused together into a single hooked claw that she was forced to set her great weight upon like a pair of gigantic knuckles. A low rumbling and splinting noise drew her attention as dull, purple rocks thrust themselves out of her thick hide, forming tough, interlocking plates that began to cover her whole body in tough, crusty armor that started to sprout lumps and bumps and cracks and spikes in an almost willy-nilly fashion while her chest expanded greatly; a wet splinting sound filled the air as a second pair of jointed, rock-encrusted, insect-like legs thrust out of her torso just as a gigantic horn grew from Jane's forehead and nose region while the Nemetrix appeared in the form of a thick collar around her neck, completing the transformation.

With a loud roar, Crabdozer slammed her rock-encrusted legs into the pavement and charged down the street full force, lowering her head as she approached Vilgax and successfully ramming into him and carrying down the street as he dug his heels into the rock, gradually slowing them to a near stop where even with her powerful body, the Crabdozer was barely gaining any ground; the alien warlord grunted and grabbed hold of the massive horn he was pinned tightly to in his claws, digging them as deep as possible into the rock before lifting the predator's entire bulk off of the ground with a low grunting. With a little more effort, he managed to lift Crabdozer's entire weight up into the air and throw her over his shoulder, slamming her down onto her back into the pavement, leaving her trapped and unable to get back up as Vilgax ignored her enraged bellows and groans and marched down the road towards Ben.

Ben cringed. "Things couldn't possibly get worse." he said, tapping the Omnitrix cycling through several of his transformations that wouldn't have been able to last more than a few seconds, if at all against Vilgax, even with the creative use and adaptability he was able to apply to them; Vandala reached for her sword, grabbing the hilt and pulling it out to briefly admire the massive, seemingly over-sized blade as it gleamed in the sun before pointing it at Vilgax, mentally wondering if it would be worth making calamari out of him or not. Before Ben could slam a hand down on the activation button or Vandala could lung right at Vilgax, a blast of blinding light and a low roar form overhead briefly drew their attentions upwards just as a mess of of arms, legs, and what seemed to be tails came crashing down on them, flattening them to the pavement as the swirling vortex of energy overhead pulsed and roared one final time before giving up and going out with a deafening bang!

"The universe just loves proving me wrong, doesn't it?" Ben grumbled from underneath the pile.

"You make it too easy, mate." Vandala joked lightly.

"Where are we?"

"Cerate, get face out of my breasts!"

"But they're so soft! YOW!"

Ben raised an eyebrow and attempted to roll his eyes skyward to see who or what had landed on him before giving up and deciding to pull himself out from the bottom of the pile, grunting as he clawed at the pavement beneath until he finally popped free and climbed to his feet, wincing at the loud cracks from his back he received when he stretched. The sound of shuffling fabric, groans, and mild cursing caught his attention and he turned around to take hold of Vandala's hand and help out from beneath the pile of strange newcomers, his attention quickly drawn to them and their rather unusual appearance.

All appeared to be females and mostly human in appearance with a few minute details that separated Ben from them; out of all four of them, the one that seemed to be the most human, not to mention probably the least clothed out of the entire group, had deep blonde hair pulled into twin tails that reached a fair amount pass her shoulders and neck where a golden necklace attached to a sapphire pendant sat just above her half concealed bust that was held in place by a metal brassiere partly painted a brilliant blue under an open white and black striped vest that formed a together a loincloth of sorts around her slim hips that just barely covered up a black thong. Her entire right forearm was covered in white glove decorated with short black stripes that exposed her delicate looking fingers while her left hand wore a metal gauntlet of sorts that looked akin to that of a cat's bared claws as bandages and gazes of a similar color wrapped around her ankles and legs above a pair of black and white striped shoes that completed the outfit.

The second person to rise did so holding onto the staff of a massive scythe with a great, curved blade that shined intensely in the sunlight; Ben made a mental note to stay away from that as much as possible once he knew whether the newcomers posed a threat or not. Regardless of her weapon, the woman had bright, red hair that was tied into twin tails that looked more like a dark shade of pink that was starting to dry in the sun, similar to the drying blood of a wound now that Ben thought about it. Despite her imposing weapon, she stood shorter than the previous girl and Ben, dressed in a black, French maid outfit consisting of a frilly, white apron, black leggings that ran up her lengthy legs, and a black dress that framed her thighs all tied up with a black ribbon around her waist as she blinked her blue eyes blearily to try and take in her surroundings.

The third girl was about as tall as the last, with short blonde hair combed into sharp spikes like the frill of a ceratopsian and a long ponytail tied in the back; she blinked her wide, ruby eyes as she rubbed her aching skull, her hair adored with a tri-horned helmet that was pressed flat against her forehead and was more like a plate with a sharp, curved horn at its center that looked quite formidable. A pair of broad shoulder pads decorated with short spikes that absolutely dwarfed her slim shoulders framed her face and barely concealed breasts, a sight that made Ben's face turn a sharp crimson in color as they bounced ever so slightly whenever she moved. A white tube top with two black stripes down the middle kept them from completely flopping over and a matching short skirt concealed the rest of her unmentionables, though left little to the imagination. On her wrists she wore a pair of gauntlets with horn-like spikes protruding from the forearms and hip and knee pads colored the same, faded blue as the rest of her armor. As if that wasn't strange enough, Ben caught slight of a long reptilian tail that smoothly tapered out from the base of her spine and swished against the ground every now and again.

The final girl was by far the shortest out of the entire group and was absolutely dwarfed by Ben, but wielded what must have been a weapon twice her size and maybe even ten times her body weight; her head and face were covered by short, black bangs and obscured her amber eyes from the world as she trembled and tried to stand up, glancing around with a feverish look that Ben had seen one too many times on Jane. Her surprisingly flat chest were clothed completely by a short, blue dress with a light blue stripe going down the middle that was frame by dark patches on either side and just barely stopped at her lower regions, covering her arms entirely in white sleeves arched by a single, blue stripe and ending with blue cuffs that softly scrapped against small gauntlets that only covered her knuckles by wielded three sharp claws like that of a predator. A white cape adorned with gleaming spikes like that of a raptor covered her back while white stockings trimmed in blue and shoes of the same color covered her legs and feet; around her neck was a necklace made of smooth stones with an oddly familiar symbol carved into a wooden circle, a sharp hourglass of some kind that moved too much for Ben to get a good look at it. Just like the previous girl, a long reptilian tail colored the same shade of dry earth snaked out from the base of her spine, allowing Ben to glance between the both of them and wonder if they were somehow related, making him also realize that the other girl also wore a black choker with a similar tag.

The four girls looked around with varying degrees of confusion on their faces as they gathered their bearings and realized they were in an unfamiliar place that was devoid of the sprawling woodlands and tavern dominated villages they were use to, replaced by towering structures that thrust up into the air like needles against the sky's vulnerable underbelly; despite the strange surroundings, what really drew the girl's attention were the many bodies of foreign creatures of vaguely human shape, save for what appeared to be scaly tails, claws and fangs, and wings thrust upon their figures as they started to come to.

A constant, thundering noise quickly drew their attention and Ben felt slight relief in seeing that the woman wielding the sharpened scythe narrow her eyes at the approaching, bulky frame of Vilgax; the alien warlord didn't seem the slightest bit phased at the small addition of bodies he would be grinding into dust.

"Vilgax . . ." she hissed, her grip tightening on her curved weapon.

The blonde girl adorned with curved horns was also displeased. "Shitsquid!? He's here, too? Again!?"

"Wait, you've met Vilgax before?" Ben raised an eyebrow. "Just who are you?"

"Elina, Airi, Cerate, and Tino, respectively." the wraith with blood red locks replied. "And yes, we have had the misfortune of encountering Vilgax." Airi glowered.

"I don't know what's going on here, but it seems we've came in the middle of a fight." Elina Vance pointed out before turning her attention towards the Chimera Sui Generis with a frown. "One where that guy is obviously winning." she narrowed her eyes as she stooped down to pick up the spear that had been discarded at her feet during their perilous fall.

Airi closed her eyes for a moment before opening them, her face becoming serious and calm. "Attack with the intent to kill. We can't afford to hold back." the redhead said firmly. "Elina, I'm sorry but you need to stay out of this. You're only human, and Vilgax is as strong as Tino when transformed. You can't afford to take a hit from him; we want to avoid any serious injuries or causalities."

"Fine." the blonde shuddered with a slight cringe under the Chimer Sui Generis' glare; if looks could kill they all would have been little more than grainy piles of ashes at the mercy of the breeze.

"Hello? Can someone tell me what's going on?" Ben asked, surprised that the four strangers simply ignored him and the others altogether.

"If you can fight, we'd appreciate it Ben." Airi said, causing the boy's eyes to widen. "Otherwise, let us at least handle this for now. We'll talk later." she began walking towards the Chimera Sui Generis, followed by Cerate and Tino flanking her.

"Stand out of my way, you insects," Vilgax growled in a threatening manner. "Or I will grind your bones to dust beneath my feet like the wretched scum you are."

"Yeah. Not happening." Ben frowned; he wasn't sure who these girls were or how they had gotten here, but if they hated Vilgax's guts as much as he did, then could at least form a temporary alliance should things turn bad. With that being said, he tapped the Omnitrix upon his wrist and cycled through the roster before selecting a suitable transformation and slamming down on the activation button, swallowing himself in a blast of green light that warped and shifted his genetic code into something new. His body swelled and convulsed as thousands upon millions of muscles packed and piled themselves on his arms, swelling them to nearly four times their original size as his fingers grew larger and perfect crushing things beneath their mighty power while his shoulders broadened and bloated; his skeleton crunched and snapped in a sickening manner as his bones thickened and grew bigger, longer, more durable and resistant to stress while metallic bolts seemingly thrust themselves out of his sensitive skin in what looked to be a painful manner moments before stitches arched threw way across hid body, slithering across his arms, legs, chest, and face and turning them a variety of similar shades and hues until his skin was nothing but a patchwork rendition of its former self. Ben's chest grew stronger and more powerful as ligaments and tendons linked them to his arms, increasing their power as tissue and muscle packed themselves into his swelling legs moments before a pair of black pants and thick, heavy boots materialized upon his shifting figure, a pair of green gauntlets upon his wrists and hands as a pair of gigantic conductors tore themselves through and out of his shoulders as electricity crackled and leaped between the two of them; his jaw jutted outwards with a loud cracking noise, a few teeth sticking out of his lower jaw as his hair turned a jet black in color and became long and shaggy as the Omnitrix thrust itself out of his right pectoral, large scars etching themselves outwards and completing the transformation.

"You sure we can trust 'em, cap'n?" Vandala wondered, her grip held firm and tight on the hilt of a sword that seemed impossibly heavy with a serrated blade was gently curved like that of cresting, ocean waves with an ornamental octopus at the hilt whose tentacles formed the handle. The spectral buccaneer levitated a couple of inches off the ground and gave off an eerie, ocean blue aura while her wavy, cyan locks and a plethora of pink colored chains floated about in mostly random directions. Upon her head she wore a grand captain's hat with a large, blue feather and a captain's jacket over a sea foam blue and green dress trimmed in black with an underskirt of the same color; upon one of her feet she wore a single, blue pump against her pale skin of the same color with her entire right leg being nothing more than a bronze duplicate from the knee joint downward, which didn't seem to bother Vandala or the Transylian in the slightest.

"Well, they don't seem like to Vilgax as much as we do." Frankenstrike shrugged his massive shoulders, his conductors sparking with a small kindle of hope. "That's gotta be a good sign, right?"

Vandala shrugged. "Meh. You're probably right. Prepare to be boarded!" she yelled as Frankenstein stomped off after the three girls with Vandala flying low to the ground next to him with her grip firmly held upon her sword; Elina was watching the later as if she were a few sardines shy of a full catch and the former with an odd sense of completion, if that made any sense.

"Cerate, take the lead." Airi said while raising her scythe. ""Tino, you strike after me, and Ben? Keep him stunned and deal the finishing blow if you can; no glory shots, no fame, just swift and brutal!"

The ruby eyed blonde nodded in agreement before she spirited towards the tentacled alien, the pavement and ground cracking loudly with every step she took from the sheer amount of force exerted . Once close enough, Cerate leaped up and twisted her body, throwing a fist towards Vilgax's chest just as the alien warlord threw a fist of his own and connected it squarely with her own with more than enough force to hold even; the pair were repelled by the force of their respective blows. The Chimera Sui Generis skidded backwards, his feet scoring the pavement before he came to a stop as the Gal Monster was sent flying, crashing into the hood of a car with enough force to smash clean through and completely destroy the engine inside.

"Ouch . . ." the blonde groaned.

Frowning, Airi closed in and swung her scythe, aiming for the warlord's head; without looking, Vilgax raised a hand to catch the curved blade of the weapon and use the wraith's momentum against her, twisting his body and swinging her around to throw her through the front window of nearby shop in a shower of glass shards.

Tino clenched her grip on her war hammer even tighter, already beginning to feel nervous as the Chimera Sui Generis glared down at her with a low snarl that bared the yellowed teeth that signified he was in desperate need of a proper-sized toothbrush; Cerate and Airi were two of the stronger members of her master's harem, yet Vilgax had dealt with and thrown them aside as if they were little more than toys at his mercy. She wanted to back down and run away, find some place safe to hide away in, but something, a little voice of sorts, in the back of her head egged her on, pressing to stand and fight like she could, like she should.

"Elina, I-I'm going in." she said after swallowing the lump in her throat.

Elina felt a small smile grace her lips. "Go for it." she encouraged.

"And whatever you're gonna do, do it fast!" Frankenstrike added as he bent his legs and leaped high into the air, his arms flailing for a few brief moments before he came crashing back down to earth and slammed his fists into the pavement just as he released a quick discharge of electricity from the twin turrets rising out of his back that used the road like a conductor and used the metal plating and armor that Vilgax wore to amply the shock as he howled with pain; Vandala took the chance and dove in screaming a battle cry at the top of her lungs with her sword raised above her head as she swung it in a downward arc. The Chimera Sui Generis, while slightly stunned, was still well oriented enough to block the blade with armored wrist and quickly punch the ghost pirate in the face.

With that, the petite Gal Monster screamed, gathering all the courage she could muster while running towards Vilgax with her hammer raised and ready to strike. Once she was close enough, she swung her weapon; the warlord raised a hand to block the attack he took notice of out of the corner of his focus, his eyes widening with surprise when he realized there was much more force behind it than he had initially thought. The force was enough to send the Chimera Sui Generis flying backwards and through a building at the far end of the street, leaving a cavernous hole that left the structure to groan at its weakened foundation before collapsing in a shower of dust and debris. Vilgax groaned and rubbed his aching skull, hesitating upon feeling something wet between his claws and looked at his fingers to see a deep, almost black crimson stain.

Blood. His blood.

The alien warlord was beyond furious now. "HOW DARE YOU!?" he roared with absolutely fury. "You will pay for that, you insolent brat!"

"Famous last words." Frankenstrike grinned, giving Tino a thumbs up of approval; the Gal Monster shuffled her feet uncomfortably and gave a small smile in return.

"Agreed." Airi said as she rematerilized out of thin air right behind Vilgax as he climbed to his feet, hooking her legs tightly around his neck and holding onto the staff of her scythe to pin it tightly to his throat to hold her in place; the alien warlord began to flail, trying to reach for the redhead. With each passing second, Vilgax began to feel his strength leave him, his movements gradually becoming slower as he ever so slowly started to weaken. He snapped out of his unbridled rage and quickly realized that the girl was somehow draining him of his energy in some manner. Without wasting any time, he made an effort to run backwards as hard as he could, aiming to crush the wraith against the nearest hard surface and break her hold on him.

Smirking, Airi became intangible and let go of Vilgax, allowing him to phase through her and hit the wall at full force, tearing out a sizable chunk in the process. The wraith reappeared right in front of him with that ever present smirk upon her face as she held out her hand, her signature scythe materializing between her fingers. "You obviously aren't the same Vilgax."

Tino went up towards the redhead and looked at her with concern; Airi turned and smiled at the black haired Gal Monster. "Thanks Tino, you really helped out there." she said before looking over her shoulder and sighed. "We better get out of the way."

"RAAAAAAGGH!" Frankenstrike roared as he lifted the remains of a truck over his head and charged down the street as fast as possible, his heavy feet slamming repeatedly into the pavement and leaving small craters in his wake.

"YAAAAARR!" Vandala yelled a battle cry as she flew after the Transylian with her sword by her side once more.

"INCOMING!" Cerate screamed as she brought up the rear, her speed greatly reduced by the weight of what she was carrying; despite her diminutive size, the blonde Gal Monster effortlessly was able to hold the entire bulk of Crabdozer on her back with her jointed legs flailing and kicking madly in the air as she tried to turn over and flee, bellowing all the while. Frankenstrike either didn't notice or was too focus on smashing Vilgax's face as he was completely oblivious to the Crabdozer's plight and continued to charge at Vilgax before hurling the vehicle on his back right at him just as Cerate launched Crabdozer as well; the Transylian's eyes widened with shock at the sight of the massive animal sailing through the air, roaring with fear as it quickly smashed right into Vilgax with a fiery explosion from the car's gas tank.

"That worked better than I expected." Cerate said with a satisfied look, dusting off her hands as Vandala and Frankenstrike stared, dumbfounded; the Omnitrix timed out mere seconds later in a blast of green light and returned Ben to the world, a look of horror and absolute terror upon his face.

"What were you thinking!? You just threw my ghoulfriend!" he screamed in disbelief at Cerate before rushing down the street where the Crabdozer lay limp and unmoving.

Cerate blinked as she looked from the boy over towards the hulking predator. "Uhh, what's a fool trend?" she asked in confusion.

Ben didn't seem to hear her as he skidded to a stop next to the Crabdozer's head and roughly beat a fist against her thick hide, sighing with relief when its eyes slowly blinked open and it was suddenly encompassed in a blast of crimson light much to the Gal Monster's surprise; when the light died down, a girl about a head shorter than Ben was in its place, lying unmoving on the ground. She had slim, rounded shoulders covered by faux purple fur just a shade darker than her skin and a series of deep blue feathers from some exotic bird that attached to a jungle-themed top over a lose, pink shirt that reached well down to her waist, as it were just a size too big for her. Torn and ragged black leggings that looked as if they had been thrown right into the wilderness covered the top half off her long, lean legs and a small, blue miniskirt covered the section where both halves of her wardrobe met with a blue belt carved from wooden skulls and feathers. Tribal markings dotted her face and exotic jewelry that could have only come from the deepest parts of the jungle covered her thin neck and wrists; her small face sported a pair of wide, sky blue eyes that slowly blinked open as she cautiously sat up and rubbed her aching skull and full, magenta lips surrounded by wild, curly, black and purple locks that looked like the shadows of the jungle themselves.

"Jane, are you okay?" Ben asked as he knelt down and slid an arm under her shoulder to help her to her feet, her legs wobbling and shaking as she attempted to stand.

The jungle ghoul slowly nodded, as if moving any faster would pain her. "I believe so . . . nothing an ice pack or two can't help make the pain go away."

Cerate winced and hissed nervously upon realizing what she had just done. "Ooh, sorry. My bad." she apologized.

"Cerate . . . you need to learn to think." Airi muttered. "I'm beginning to wonder whether Rath might actually be smarter than you."

"Ignore the dolt for now, what about Vilgax?" Elina asked with a frown.

Ben and Jane immediately looked around at the rubble and debris and destruction that surrounded them, realizing with severe annoyance on Ben's part that the alien warlord was nowhere in sight and had somehow managed to slip away without their notice. "Aw, man!" he slapped his face with exasperation.

Airi seemed just as perturbed. "Seeing as how Vilgax is still at large and we share a common enemy, I suppose introductions are in order, though you seem to have us at a disadvantage." she added while nodding to Jane. "Before we begin however, I must apologize on Cerate's part. She's not all that bright; the lights are on, but nobody's home."

Cerate blinked with confusion, earning an annoyed sigh of irritation from Airi and Elina.

"That means you're getting the 'Coma Kiss' again." the later explained bluntly.

"PLEASE, HAVE MERCY!" the Gal Monster desperately wailed immediately in response, falling onto her knees and begging as Ben, Jane, and Vandala watched with what could only be guessed to be mixed feelings of confusion and amusement.


Melona was confused, to say the least.

"Watch where you're going, slut!" a mother shouted in an offended manner as she covered her son's eyes while the slime girl pushed past them, ignoring the repulsed look upon the woman's face. "Honestly, I thought you monsters had more dignity than that!"

The lithe girl had soft white skin that had a very faint pink hue to it. Her eyes were a rich blue with irises that were shaped like a four leaf clover; as she walked, her long pink hair flowed with the wind, Her attire consisted of a bubblegum pink crop top that barely contained her well endowed breasts that bounced with each step she took in her pink heels. Her bottoms were a matching miniskirt that barely made her decent. Wrapping around her left arm like a bandage was a black blindfold that looked old and worn. In her hand was a pink bag with what appeared to be an eyeball on the side with a blue iris.

This wasn't an appearance Melona normally took on, but she wanted to avoid drawing attention to herself; usually the shape-shifting slime allowed her breasts to hang bare and exposed, covered by a pair of hands formed from her hair while a pair of rabbit-like ears protrude form the top of her head. Since arriving, the Protean Assassin gathered as much intelligence as she could gather without exposing herself. It was quite simple really, considering she was an assassin capable of morphing her body into just about any form to disguise herself with.

She had appeared in a city by the name of Bellwood, a place inhabited by humans and various other races that had both evolved alongside them and were immigrants from other planets out from all over the galaxy, a feat which marveled Melona from the start. She also learned that a Ben Tennyson was also present, and apparently was seen as a menace based on how the one slug thing had been ranting away about him on a device similar to the viewing spheres from her own world; based on the way passerby would laugh at him when they weren't gawking at him however, she suspected that this was something of a one sided idea. There were several things that did catch her attention however, based on the shaky images she had seen blinking past on the strange viewing spheres, among others. For one, this Ben Tennyson was far older than the one she knew, looking to be around in his late teens, and for another there did not seem to be one Omnitrix to worry about, but multiple copies that were fixed to the wrists of various, female species that looked oddly humanoid but with a myriad of differences.

The slime narrowed her eyes and inhaled a sharp breath of irritation when she felt a firm grip suddenly grope her ass and whirled around to grab the wrist of the one responsible, clenching her fingers tightly at the man behind her with a goofy and unpleasant looking grin on his face.

"Something wrong?" the man asked, acting like he had no clue.

The slime girl didn't respond however, only letting a smug smirk cross her lips as she tightened her grip on the man's hand as a loud hiss caught his attention and the smell of burning flesh wafted through the air; the man suddenly screamed as Melona released him, watching as he gaped at the bubbling, festering mess that was now his hand.

"You could've just asked, you know." she purred in a sultry manner before her expression turned to one of cold fury. "But I refuse to allow a lower life form from to even touch me without my permission." she snarled; with a brief twist of her gelatinous body, she delivered a roundhouse kick straight into the perpetrator's face with enough force to send him flying into a parked car across the street, denting it as the man groaned and quickly scrambled to his feet to run away in fear.

Melona soon realized that several people and odd looking creatures that she quickly deduced to be aliens of various species were looking at her with looks of shock. "GET LOST, YOU WORMS!" she snapped angrily, whipping her right arm out to the side to smoothly morph and shift her gelatinous composition to form a stiff and sharpened blade; for added emphasis, she whirled around and gave a single swing of her new weapon, cutting through the brick corner of a building as if it were butter and sending a small shower of debris onto the ground, leaving the building intact but now with a permanent scar to remind passerby of her presence.

Once the majority of onlookers wisely gave her a wide berth, she shifted her arm back into its original form, flexing her fingers as she did so while hurrying down the sidewalk and making a detour into a nearby alley; with a sigh, she leaned up against a building and slid down to the ground while looking at the bag she held close to her; she didn't know what to do with the contents of the bag. Holding the sack in both hands, it dissolved back into the slime's body as a pair of rabbit ear like growths extended from the top of her head. With the bag gone now, Melona now held the its contents, a purple armband and a green Ultimatrix that lay limp and lifeless, waiting for a master to wield it.

She held them both against her body, treating them like the fragile, precious treasures she considered them to be. They, along with the blindfold, were the only things she had that once belonged to the man she fell in love with; she had no intention or desire of using the devices themselves. They were nothing more than mementos of a man who had his life taken from him at the hands of his "brother", if the traitorous scum could even be called that. Both were from the same near future for her world, a bleak, dead future where her future self had been killed at the hands of the same person she loved, but only because she was already slowly dying from an unbreakable curse that forced her to attack her lover against her wishes.

"What should I do, Blood?" Melona asked solemnly to the Ultimatrix, as if expecting an answer while her eyes moistened and eventually allowed tears to trickle down her face; her floppy ears drooped considerably with her mood as well as she hugged the precious trinkets even closer to her. After a few more quiet moments, she shifted her gelatinous mass and formed the bag back over the Ultimatrix and purple armband before climbing back up onto her feet and stepping back out onto the street once more.

Perhaps she would learn more if she investigated the quirkier side of things in the underground sections of Bellwood.

Unbeknownst to the slime girl however, a certain Time Soldier was watching her from a distance away; Ani sighed as she sat on the rooftop of a Mr. Smoothy's with a smoothie in hand, grimacing as she took a sip of the frozen beverage and immediately did a spit take, dropping the cup and dramatically wiping her tongue clean of the surprising concoction.

"And this is the favorite flavor of the Ben of this reality!?" she questioned in disbelief, shuddering at the remnants of the taste in her mouth; the wail of a car alarm caught her attention and she peered over the edge of the roof to see the vehicle blaring and blinking and beeping madly like some kind of frightened animal. "I just had to nail the car . . ." she grumbled under her breath. "And to think, this reality was formed by Ben combining two universes into one. As if the monster-related puns weren't bad enough; iCoffin, E-gore, casketball, 'Beast Friends Forever', fearleading? As if that last one wasn't confusing enough!"

The witch realized what she said before bringing her hand up to her face and groaned.

"Great . . . I forgot about that fact . . ." she groaned. " Just as long as they don't try to get Tino into a car or into Undertown, there's nothing to be worried about . . . ACK! I just foreshadowed!" she cried, smacking her head out of exasperation. "What is wrong with me!?"


checkpoint


Tino rubbed her eyes and blinked blearily while keeping a firm, almost white knuckled grip on the massive war hammer that she leaned on almost heavily at her side, her mind buzzy and trying to make sense of what had just happened; one moment, she and her fellow Gal Monsters had been conversing with what turned out to be another dimensional counterpart of the Ben Tennyson they knew after having mopped the floor with Vilgax mere moments ago, and the next everything had been swallowed in a flash of bright, electric green light only to be replaced by somewhere completely new and strange to her, a bad combination in the timid Gal Monster's book.

"So let me get this straight: you're friend decided to use our ghoulfriend as a bludgeon?" one of a pair of ghouls asked as they stood protectively on either side of Jane; she was about as tall as Airi, if not taller by a couple of inches, and had pale, soft, green skin with vines wrapped tightly around her wrists, ankles, and neck, much like Plum now that Tino thought about it. Unlike the Gal Monster however, this ghoul had a head of long, luscious hair colored a wild, neon green and pink while being shaved off of one side and swept over the other in a punk fashion that resembled the bright petals of a blooming flower. Unlike a normal flower though, this ghoul had thorn-like spikes for nails, full lips that allowed sharp, needle-like teeth to curve over her upper and lower jaws, pointed ears that were edged like a leaf, and a hint of rotting meat and festering compost that would most likely ignore had they been around her long enough. She wore a lose, denim jacket over a black top that exposed her midriff and a pierced naval, a black miniskirt over a pair of pink leggings that reached just below her knee, and a pair of large pumps with designs that resembled the fanged maw of a ravenous carnivore.

The second ghoul was dramatically different than either Jane or her partner, standing about a couple inches taller than the plant monster; she was clearly artificial origin, with her tough, copper or bronze plating sporting multiple rivets and screws to them in place yet she seemed fully capable of behaving like a biological creature. Despite her family roots, her copper, cogwheel-shaped irises scanned over Airi with a curious nature as one of her delicate fingers played with a lock of black and blue streaked hair, while the other hand gripped the zipper of her tight, black, leather jacket over a blue top decorated with diamonds and an intricately pattern that resembled black and white gears and other inner workings above a black miniskirt encompassed by a blue, cage-like frame. A pair of knee high boots sat on ankles, levitating her about half a foot off of the ground on jets of steam and fire that spewed forth from the bottoms much to Airi's silent shock.

"Again, we apologize for Cerate's brash actions." Airi repeated, nudging the fallen body of the blonde Gal Monster at her feet to emphasis her point.

"Venus, I'm fine." Jane reassured the plant monster with a slight tug on her arm.

"She threw you at Vilgax! Vilgax!" Venus screeched protectively.

"You don't see Robecca worrying herself near to wilting, do you?" Jane countered.

Robecca merely responded by wrapping an arm tightly around Jane's shoulders and hugging her close. "Luv, I'm just glad you're alright and still in one piece." she told the jungle girl as she blushed furiously; Venus was not far behind and quickly joined in the hug, all but crushing Jane between the two of them as Airi watched with confusion.

"Make way, coming through!" a boy exclaimed, shoving his way through the group with a feared expression upon his face; he was covered from head to toe in golden scales that shimmered and glowed like coins in the low light with spiky red and black streaked hair or fine feathers on his head, greatly accenting his piercing, golden eyes as a pair of sharp fangs curved down form his upper lip with a long, reptilian tail with a plume of fine, black hair at the tip.

Hanging semiconscious on his shoulder with eyes half rolled into the back of her head as she struggled to even stand properly was a woman that seemed to be in her early twenties despite the fact she already had long, white hair tied back into a long ponytail that ran all the way down to her waist with a venomous, purple tainted tip and locks that framed her face, a set of dark, small, full lips, and wide, lavender eyes. She wore a deep magenta jacket and blouse combo over a pair of black leggings that was intricately designed with purple hearts and sinister, black lining with a sack that bared resemblance to a face of sorts clipped to her belt.

"Dragoon!" Ben grabbed hold of the dragon's shoulder to pause him for a second. "Med bay's four doors down the right bridge from the elevator." he instructed. "You can't save Charmcaster if you don't know where you're going, right?"

The dragon nodded. "R-Right. I'm just surprised she was able to take such a beating from Vilgax." he murmured under his breath as he quickly left the room behind.

"Ben? If I may ask you something?" the wraith watched the dragon and semiconscious sorceress leave.

A cough caught her attention and she turned to see an old man that looked to be in about his mid-sixties with broad shoulders, ancient and calloused hands, and a thinning head of gray hair with his face wearing a grim and suspicious look upon his features, especially when he caught sight of how scantily clothed the Gal Monster's were compared to the rest of the monsters with them. What caught Airi's attention the most however, was his considerable girth and the bright, floral shirt he wore without care.

Standing next to and about a foot above the old man was a creature that was humanoid in appearance with some vague, feline-like features that caught Elina's attention he regarded them all with an inquisitive and naturally curious nature. He was covered from head to toe in what appeared to be an armored suit of sort with tough, blue plating on top of a durable, black suit with multiple pockets on the thighs, ankles, elbows, and belt with thick and springy boots on his feet, though tufts of short, periwinkle fur could be seen on the back of his hands and head where black stripes and a single white patch on his face didn't mark. Sitting on his shoulder was an odd looking weapon that resembled a gun or blaster of sorts, though Airi had no doubt that the strange creature knew how to use very well.

"If it not be too much trouble, we would like to ask some questions first." the creature said curtly.

Ben stepped forth from the group of ghouls and monsters with his hands up in a mocking, surrendering gesture. "Easy, Rook, Grandpa Max. I think we can trust these guys."

"But are they not girls?" Rook raised an eyebrow.

Ben sighed. "Rook, it's-" he started to say before he caught sight of the smirk upon the Revonnahgander's face. "You're yanking my chain, aren't you?" he guessed.

"As your old television programs say, 'as sure as the day is long.'" Rook quoted.

Elina raised an eyebrow as a ghoul from the front of the group near Ben giggled with mischief, her lips and bright, blue eyes quirked up into a laughing expression; her hair was pulled back into a segmented ponytail that reached down between her shoulder, framing her face and pointed ears that let a pair of intricately crafted, golden earrings dangle down from. Her arms sported segmented patterns like that of the exoskeleton of an arthropod and golden bands were clasped tightly around her wrists while a scantily made top that was all but held tightly together by strings and knots, with one half colored a dazzling pink and the other a bright blue above a deep, blue sash around her waist. From there, where a pair of legs shoulder have been, was instead a ghostly, whip-like tail that gave off a vaporous effect as the ghoul levitated several inches off of the floor with relative ease, as if it came naturally to her as breathing; Elina however, was not sure if such a being even required air in the first place. "You really got to stop watching those Westerns, Rook."

"I will think the suggestion over." the Revonnahgander smirked.

Grandpa Max coughed once more, bringing the attention back to him. "As much fun as it would be to discuss great TV classics and whatnot, I think it's best if we get around to introductions. Like who are you and what in the name of Galvan Prime are you doing here?" he asked the Gal Monsters.

"Maybe they've come to invade!" the shorter and subsequently chubbier of a pair of Galvan exclaimed with worry from the head of a large control panel near the back of the room, which seemed to be a laboratory of some kind; blank and currently shut down screens dotted the walls with bright yellow and black hazard lines painted in a single stripe along the wall that ran the entire circumference of the room. Glancing behind them, Tino caught sight of a crudely spray-painted target board on the wall with a large machine hooked up to several hoses and tubes and a large ray pointed right at the group with the end still curling with barely noticeable smoke from a fresh use as terminals and computers sat against a far wall with assorted tables covered in all manner of tools and oddities, everything from mannequins wearing fancy hats and leftover Mr. Smoothy cups to broken droids with saws and other hardware tools embedded into their skulls, sitting haphazardly around the room when the shelves holding various and eyebrow raising commodities were too full. In short, it seemed like a room a pair of fools would use to store all manner of collected junk and scrap metal.

"You say that every time we get new or unexpected visitors." the second and more skinny half of the Galvan pair, Blukic, rolled his eyes.

"I do not!" Driba argued.

"Do to!" Blukic shot back.

"Do not!" Driba yelled louder.

"Do to!" Blukic countered with a raised voice.

"Do not!"

"Do not!"

"DO TO!"

"DO NOT!"

"I do so overreact every time we get new or unexpected visitors, and I will not hear another word!" Driba declared loudly, the pudgy Galvan folding his arms over his chest and huffing incredulously until he realized what had just happened when he caught sight of the smirk Blukic was wearing with pride. "Why you dirty dog . . ."

"Ahem." Ben coughed. "If the Wonder Twins would kindly quit their arguing so we can get somewhere? The more time we waste, the more time Vilgax has a chance of escaping before we can capture him!"

"He makes a good point, luvs." Robecca agreed.

The two Galvans however, were insistent on continuing their argument. "He started it!" they exclaimed, blaming and pointing an accusing finger at one another.

Tino timidly turned towards one of the many ghouls in the group, this one radiating with an air of authority of sorts, if the way she towered over all of the ghouls and Ben and the way she held her pair of katana blades over shoulder in a regal fashion were a hint to anything. Her long, Nile blue, gold, and black streaked locks were pulled back into a ponytail held in place by a golden, conical headpiece that allowed her hair to spill all the way down to her waist, her body a fluid feminine figure with wide hips and a large bust held back in place by bandages that criss-crossed over her chest and wrapped around her left arm down to her wrist; a golden belt decorated with snakes wrapped around her waist and held up a short miniskirt that barely covered her tanned thighs and complimented the Nile blue and gold colored Omnitrix fastened to her wrist. Now that Tino thought about it, all of the ghouls seemed to have an Omnitrix with them of some color or variety, with the exception of Jane who wore a device with a symbol similar to that of an open maw instead of the hourglass image she was use to seeing.

"A-Are they always like this?" she wondered.

Nefera chuckled slightly and slid one of her katana blades back into the sheath strapped to her back, a fashion statement that seemed rather odd for someone of the mummy's high class. "They've got the mother of all superiority complexes and just love arguing with each other when they aren't busy make absolute morons out of themselves."

"But . . . aren't t-they Grey Matters?" Tino was confused.

Nefera nodded. "Normally the . . . Galvan, if I remember correctly, are extremely intelligent, but Blukic and Driba are a unique case. They're literally the galaxy's dumbest geniuses, if that makes any sense."

"More sense than anything that Rath would say." Airi remarked before clearing her throat and turning to face Grandpa Max while the aforementioned Galvan continued to squabble and argue among themselves. "Now, before things get even more off track if that is even possible-"

Ben cut in. "Trust me, with the way the universe works, there always will be."

Airi glared for a split second before continuing. "Regardless, I am Airi, the leader, if you could call me that, of group whenever master is not around. That is Tino and Elina," she nodded back towards the blonde and shy Gal Monster. "And the girl currently . . . unconscious at my feet is Cerate."

Rook was immediately on high alert. "Is she alright?" he asked with worry.

"She's fine." Airi waved it off. "This happens quite often."

Rook cocked an eyebrow. "Often?"

"Almost daily."

Nefera hummed in thought. "I take it then that we shouldn't be concerned the next time we see you two locking lips?"

"Cerate's relatively low intelligence prevents her from suffering from permanent damage." Airi reassured them; as if given a cue, the horned Gal Monster at her feet stirred and slowly blinked open her eyes, letting out a loud yawn as she stretched herself and stretched, only to realize that she was in some place entirely new, was surrounded on all sides by people she didn't know, and that she had unmercifully been given the dreaded 'Coma Kiss' once more.

"Did I miss something?" she asked.

"Your stupidity never ceases to amaze me." Elina sighed, pinching her brow as she turned back to address Grandpa Max; Cerate just sat there on the floor looking completely confused until she realized that there was a Ben, an older version of her master standing over her and that he was surrounded on all sides by girls and females that all bore the Omnitrix upon their wrist similar to the how she and Tino wore the collars around their necks . . . which could only mean one thing.

"We came here looking for a . . . friend of ours, I guess you could say," Elina began to explain; Cerate was all but silently squealing in the background as she rushed from ghoul to ghoul to introduce herself and promptly ask them some rather invasive questions that got her hit or attacked more than once, especially when she got too close to an already jumpy Jane protected by Venus and Robecca. "We have reason to believe that she has two items of great importance: a purple band and an unclaimed Ultimatrix-"

Ben immediately interrupted, a furrowing look on his brow as he whirled Elina around and grabbed her firmly by the shoulders, looking straight at her with a worrying expression. "Ultimatrix? Please tell me you did not just say that there an Ultimatrix, and an unclaimed one at that, running amok just waiting for some baddie to pick it!?"

"I'm afraid so." Elina cringed under the expressions that adorned Ben's features.

A ghoul from the front of the group that stood directly next to Ben cringed and bit her lip worriedly, the pair of bolts jammed into her neck sparking and crackling with a jolt of electricity that edged the entire group backwards a safe distance out of fear of getting shocked, save for Ben and the Gal Monsters; she had pale, mint green skin arched and riddled with stitches that held her mismatched limbs and body in place, her blue and green heterochromatic eyes blinking with worry as her nervously clutched her hands. Her black and white, lightning struck hair spilled over her slim shoulders and down the back of her plaid blouse and dress with a white dotted, black neck tie draping down over her fair bust and leaving a considerable amount of room between it and the rhinestone studded belt decorated with chains that wrapped around her hips. "The Ultimatrix is the Omnitrix lookalike that evolves your aliens, right, Ben?"

"Unfortunately, Frankie." Ben nodded grimly. "And if it were to fall into the wrong hands . . ."

Whisp sliced her finger dramatically across her throat, her head consequently falling up into her waiting hand much to Tino's extreme horror and Airi and Elina's surprise, especially when the genie spun her cranium on her finger like a basketball before tossing it back on her shoulders and screwing it back into place with a few twists.

"Do not worry. You have little to be concerned about when it comes to Ms. Grant's antics." Rook reassured the uneasy Gal Monsters; Cerate was too busy quite literally drooling over an oblivious, smirking Nefera De Nile, unable to keep her eyes off of what had to be the biggest pair of breasts out of the entire harem that this dimensional counterpart of her master that he possessed.

Grandpa Max sighed, suddenly feeling quite weary as he sat down in a chair to ease the invisible pain in his joints; Blukic and Driba had fallen silent in their argument upon hearing the dire news. "Ah, it's just as well," the old Plumber pinched his brow. "Just when things couldn't possibly get any worse, this mess comes up."

Airi took a few careful steps forward and knelt down to look at the old man in the eye. "We're sorry we brought this much trouble to your doorstep, but please know that we will do anything and everything within our power to find what we've come for and help end Vilgax's rein of terror as well. You can't count on us." she reassured him with a friendly hand on his knee.

"Are you sure you are up for this?" Rook asked the wraith with concern. "There is a reason why Vilgax is the most wanted criminal in the entire galaxy, perhaps even the entire universe."

Ben allowed a small chuckle. "If the way they handled Vilgax is any consolation, I think old Squidface is in the fight of his life."

Venus and Whisp grinned wickedly. "Well in that case, lets go make some calamari." the former grinned as the later cracked her knuckles in a frightening manner that only furthered Tino's fear of her. A loud yelp of surprise came from the back of the group and everyone turned to see Cerate go flying across the room, crashing into the closet wall and slumping down to the floor with a low groan.

"Nobody touches those but Ben, got that!?" Nefera growled venomously, jamming one of her two swords at the blonde Gal Monster.

Airi sighed and got up from her spot on the floor. "Cerate . . ." she started to say; the horned Gal Monster immediately scrambled over to her feet and rushed back over to Nefera, feverishly kissing her feet and bowing down to her, mumbling a thousand incomprehensible apologies to her as everyone tried to hold back snickers and giggles while Nefera just looked plain confused, conflicted between either enjoying the worshiping and threatening Cerate even further.

"She really does not like his 'Coma Kiss' that you speak of." Rook noted.

"It gives her less time to grope or oggle people." Airi explained with the ghost of a smug grin on her face. "Now then, seeing as how we are in agreement of fighting Vilgax, how do you propose we find him? Even with his considerable size and reputation, there has to be some place he can have fled to" she contemplated; Whisp started snickering, drawing odd looks from the group.

"Que?" a female skeleton that looked to be about Ben's age with pale, white bones that lacked any tissue, muscle, skin, circulatory system, or organs of any kind asked; despite lacking such bodily functions, she seemed perfectly capable of possessing a pair of bright, topaz eyes, a scalp of black hair with marigold highlights that reached down to her pelvis, and even bright, pink lips that accented the colorful designs on her face that made her head look like a sugar skull. She wore a tight, black top with a purposely tattered skirt of multiple colors that closely resembled the decorations one might set up during Dias de Muertos if they were of Hexician origin, a pair of open toed pumps on her skeletal feet, and a grand, amber necklace around her neck bones that rested on her rib cage with a marigold and black colored Omnitrix fixed around her left wrist bone. "What is so gracisosa?"

Whisp giggled. "The thought of Vilgax running away."

Ben chuckled nervously. "Yeah, that actually does sound kinda ridiculous." he admitted, earning awkward giggles from the ghouls; the greatly infamous Chimera Sui Generis was not someone to openly joke about, even aboard the Plumbers Headquarters as it orbited around the planet below. It was during this moment of unease that Ben caught sight of the almost pained look upon Skelita's face as she silently rubbed her shoulder as if it stun.

"Some wrong?" he asked his ghoulfriend.

Skelita nodded. "I . . . believe so. I have this feeling in my bones . . . in my marrow, actually." she explained in a quiet voice. "Something big is going to happen. I do not know when or what, but it is coming."

"Maybe it's Vilgax finally being defeated." Venus suggested in a joking fashion, elbowing the skeleton playfully in the ribs.

"Perhaps." Rook nodded. "But this is hardly a joking manner. Vilgax is a cold-blooded killer that will not hesitate to kill anyone of us if we stand in the way of his goal of universal domination. That is why he is known as 'The Most Dangerous Being in the Universe'."

Grandpa Max hummed in thought. "Rook makes a point. We'll need all available hands on deck . . . which makes this job all the more difficult."

"What do you mean?" Ben cocked an eyebrow. "There's eighteen of us, plus our four, unexpected guests! That should more than enough to take Squidbeard down!"

Grandpa Max sighed wearily. "It's not that simple, Ben." he said, turning to speak to the crowd of ghouls. "As you know, all new Plumber recruits are required to attend the Plumbers' Academy at some point in their career. And you make sure we have the best men and women on the job," he continued, stealing a quick glance at Blukic and Driba as they started up their argument once more. "The Magistrata just passed and is strictly enforcing a new rule that all recruits must attend the Plumbers' Academy before being deployed."

Ben's eyes widened with realization. "So, you mean . . ."

"That's right, kiddo," Grandpa Max nodded. "Your ghouls are going to have to attend the Academy, effectively immediately."

"B-But we have the Omnitrix!" Frankie exclaimed, gesturing to her cyan-colored copy around her left wrist. "Isn't that enough?"

Ben shook his head. "No, it isn't. Even me, Gwen, and Kevin had to go to the Academy once, otherwise we would lose all jurisdiction we ever had on Earth and have to quit the hero business."

"The Plumbers are strongly opposed at involving innocent bystanders in their operations." Rook explained. "Even though you each possess an Omnitrix, you are all considered innocent beings for the moment."

Airi coughed awkwardly. "And I assume that means our numbers and capabilities are drastically reduced."

"Unfortunately." Rook confirmed.

Ben was furious, or at the very least severely annoyed. "Why wasn't I told about this!?"

"You mean other than the fact that you were severely ill for the past three days and just after moving into a new household?" Rook countered; a ghoul near the back of the group made her way forward, her long, reptilian tail tipped with a plume of fine, green fur patiently slithered through the air behind her as smoke drifted out from her nose and lips while her long, jade green locks spilled over her shoulders and down her back while remaining balled up in a tight bun held together with a pair of sharp, decorative pins that accented her jade-colored eyes. Her golden scales seemed to glow even brighter against her violet qipao dress studded with dragon scale patterns and a pair of red and gold heels to add to her height.

"Your absence would have hard to explain, so we informed the Plumbers that you had caught a 'mysterious illness'." Jinafire hissed to him so that no one else could hear.

Ben nodded. "Uh, yeah. Of course." he grinned sheepishly; explaining that he had managed to mold and combine a pair of alternate dimensions and universes together like one would lump balls of dough through the use of an evolved Celestialsapien would not only have been a migraine of an answer, but it was bound to raise some even bigger questions that Ben was not willing to think about or answer at the moment. "So, they're all going?"

"Thankfully, no." Grandpa Max smiled slightly. "We took the liberty of convincing the Magistrata to divide your ghouls all up into groups to attend the Academy together in the event of a major crisis; they'll be back and trained within a week at the most."

"Ms. Steam should be back even sooner. All that would be required would be to download and transfer all necessary data into her memory banks." Rook added with a smile.

Robecca sighed with relief. "Thank goodness for those storage upgrades."

Ben seemed just as relieved. "That's a relief."

"Agreed. Now we will not be totally defenseless." Airi nodded; something was still bugging her however, and it wasn't just the way Blukic and Driba were continuing to argue. "If I may cut in, how are we going to find Vilgax?"

Whisp rolled her eyes. "He's a gigantic, tentacled alien that everyone would recognize from here to the edges of the galaxy. Where is he suppose to hide?"

"You'd be surprised at the tactics anyone, even Vilgax, can employ when they do not want to be found." Elina said while leaning on her spear and watching as Cerate tried to sneak up behind another ghoul with a very pleasing set of breasts just right for groping; she was about as tall as Airi with a head of dirty blonde hair that was clipped short and tied into a small bun at the back of her head that framed her piercing, blue eyes, though it was mostly the pair of large, black horns that thrust out from the monster's forehead and curved back that caught ones attention. Her delicate, strong fingers were tipped with pink, spike-like nails with her toes sporting slightly curved claws of the same color; a long, whip-like tail with a spade-like growth at the tip snaked down from the base of her spine with a pair of broad, bat-like wings sprouting from her shoulder blades and resting against the back of a heavy, black, leather jacket over a black and white striped shirt with a stitched heart over her left breast that barely held back her clevage. Around her ankles she wore a pair of tattered jeans that had clearly been borrowed and a pair of open toed wedges on her feet.

"Try and touch me, and I will turn into something very unpleasant." Lilith suddenly said without twitching around, her pointed ears twitching slightly; Cerate froze on the spot, wondering how the ghoul could have possibly heard her stealthy attempt of groping.

Airi smirked. "It looks like Issei's lessons didn't teach you everything, Cerate." she snickered as the blonde Gal Monster huffed with annoyance and pouted. "But in all seriousness, where can we possibly find Vilgax? Surely, there would have been an uproar of his location by now is he was hiding somewhere within your settlement."

Ben rubbed his chin in thought. "Well, there's always Undertown. Plenty of places for even Vilgax to blend in."

"Undert-town?" Tino gulped.

"An underground settlement of various extraterrestrial immigrants beneath Bellwood," Rook explained. "It was established during the aftermath of a To'kustar fight between Ben and a genetically altered Azmuth; an alien workforce was brought in to cover up the damage, and as more immigrants came and brought other businesses and establishments with them, Undertown grew to be a colony beneath Bellwood."

"All sorts of aliens live down there," Ben confirmed. "And considering how fast word travels down there, Psyphon might have already heard of Vilgax's return. Which means if we find Psyphon . . ."

"We will find Vilgax." Jinafire concluded.

"Then we best not waste any time." Airi said, stamping the butt of her staff onto the floor to emphasis her point. "Now, which . . . ghouls will be leaving to attend this Academy of yours?" she wondered, fumbling over the word for a second.

Rook didn't waste any time and reached for the odd weapon fastened to his shoulder, unaware of the way the Gal Monsters tensed up as he closed his fingers around a roughly tube-shaped piece that quickly unfolded to form a pair of thin rods positioned in a fashion similar to horns; a flash of orange energy formed between them to build and construct a screen of sorts with scribbles and writing that the Gal Monsters could have hoped to comprehend. That is to say, Ben didn't know how to read a lick of it either.

"According to this, Ms. Stein, Ms. Steam-"

"You can just call us by our first names, Rook." Frankie laughed lightly. "It's sweet of you to be polite, but it's much faster."

Rook nodded. "If you insist, Ms. St- I mean, Frankie." he corrected himself before continuing. " A Frankie Stein, Robecca Steam, Lorna McNessie, Skelita Calaveras, Bonita Femur, and Lilith Van Hellscream are to attend the Plumbers' Academy effective immediately." the Revonnahgander easily read over the indecipherable writing; a ghoul with a soft, pink exoskeleton stretched over thin, weak bones carefully fluttered from her spot in the air on a pair of large, skeletal, gossamer wings that were even bigger than she was and colored a bright pink that smoothly transitioning to a sinister black at the bottom tips while a pair of feathery antennae fluttered out from under her head of platinum blonde, pink, and black streaked hair that reached all the way down to her ankles, a remarkable feat within itself. Her wide, pink eyes blinked curiously as she began to nervously nibble on the sleeve of the black and pink top she wore over her skeletal frame, multiple holes and frayed ends indicating further meals, with a skirt consisting of pink and black tipped rags sewn and tied together and held up by a carefully crafted rope belt with a set of pink, segmented leggings covering her legs and ankles where a pair of yellow pumps couldn't.

"I-It won't b-be long, w-will it?" Bonita asked nervously.

Ben took the hybrids delicate fingers in his and gave them a soft squeeze that brought a small blush to Bonita's face as her tense shoulders relaxed slightly. "Trust me, you'll be fine. Just don't let Magister Hulka get to you, and you'll be fine." he reassured her with a small kiss to the cheek that made her flush a deeper red; Cerate squealed happily, clapping her hands with excitement.

"Ignore her." Airi said. "Now then, I suggest we head to this Undertown as quickly as possible."

"B-But how?" Tino wondered with great worry. "Do we . . . w-we d-don't have to get in a c-carriage or something, r-r-right?"

Rook shook his head. "Carriages have not been in common use on Earth roughly around your 19th Century, before the invention of automobiles and cars came into popular use and demand. In fact, carriages and even horses are now a days only significantly used in celebrations and parades, as well as Earthlings that wish to live a more rustic lifestyle."

"So what do you use?" Cerate wondered. "Magic?"

"Hardly." Driba spoke up, the Galvan and his partner having finally finished arguing. "Assuming that you aren't well versed in the field of quantum physics, this device is a teleporter that will break you down to your most basic and microscopic components and transport them to a predetermined location where they will be reassembled, good as new." the pudgy Galvan explained, gesturing towards the teleportation device currently pointed at them.

"Catch 'em fizzies?" Cerate was absolutely confused.

Elina rolled her eyes. "I think what he's trying to say is that he flicks a switch, and poof! You're somewhere else."

"Oooooh! Why didn't he just say that?"

"He just did." Elina sighed with exasperation. "Lets get going before I become like Cerate and starting losing my mind."

Ben snickered. "And people call me simple minded." he grinned as Frankie, Lilith, Skelita, and Bonita stepped away from the group and headed towards the door of the laboratory, pausing to bid them all good-bye, with Robecca following suit after affectionately kissing Venus and Jane farewell; a ghoul with light blue skin quickly moved to joined them, a bright smile upon her lips as she stopped to give Ben a loving kiss full on the lips in front of everyone without care. Upon closer inspection however, her 'skin' turned to be thousands of small, blue scales covered in a thin sheen of smile to keep her nice and moisturized and pair of sharp, spiny fins on her the back of her ankles, elbows, and at the end of a long, reptilian tail to help power her through the water while a set of feathery gills along her neck allowed her to suck what moisture there was out of the air and keep her breathing a soft sucking noise every now and again. Her red curls spilled over her shoulders and just down her back, stopping just beneath her shoulder blades and her red, tartan top that led down to a black sash and finally a plaid jilt to complete her Rottish outfit with a small cap.

"See you later, jo." Lorna beamed happily, giving Ben one more hug before finally departing. "You stay out of trouble, alright?"

Elina scoffed. "If this Ben is anything like our Ben, I doubt that will happen." she rolled her eyes. "Now lets get hunting for a certain intergalactic warlord whose head I'd like to see on the end of my spear!"

"That is a bit graphic." Rook mumbled to Grandpa Max before turning to Blukic and Driba. "Is the teleporter operational?"

The later was too busy typing in commands and coordinates into the teleporter as the former double checked his calculations much to his annoyance while practically breathing down his neck even though he was looking over his shoulder. "Whelp. That ain't good."

"What's the matter?" Grandpa Max asked.

"Is something wrong?" Airi wondered with concern.

Driba hummed as his dexterous, spongy digits blurred over the keys. "There seems to be some sort of error with the teleporter's power source . . ."

"Power Source?" Ben raised an eyebrow. "Isn't it, I dunno, plugged into the wall or something?"

Driba scoffed. "You think such sensitive technology as this can just be plugged into the wall like your everyday, primitive computer consoles? This device alone has more than enough power to rival the power of the entire Plumber Headquarters!"

"English please?" Cerate scratched her head.

Elina agreed. "For once, I'm just as confused."

"It means that were on a limited supply of power." Blukic drawled with a roll of his eyes as he adjusted his cap. "We're gonna have to send ya out in groups, otherwise the teleporter'll overload and . . . well . . ."

Rook pressed further. "What are the possible consequences?"

"Who can tell?" Driba said. "The likeliest outcome is that you might not even be reconstituted! Although, your primitive horror movies do offer some other surprisingly accurate possibilities. Now what was that one called? The Mosquito?"

"The Fly, Driba. The Fly." Blukic drawled.

Driba waved his friend off. "No, Blukic, I'm not hungry right now." he said, further exasperating Blukic. "Either way, it's not a good idea to test the odds."

"Don't need to tell me twice." Jane shuddered uncomfortably; Venus gave her hand a reassuring squeeze and pecked her on the cheek to comfort her, earning a small blush from the jungle ghoul and a confused look from Airi.

"So we divide ourselves up into two groups. Simple as that." Ben shrugged mere seconds before Cerate quite literally threw herself at Ben and hugged him tightly, squeezing him in a fashion very similar to a hungry boa constrictor would wrap itself around its prey to compress the very air from their lungs until they died from a lack of oxygen, while her breasts were squished firmly against his chest, earning an uncomfortable look from Ben and several threatening glares from his ghouls.

"I call going with Ben first!" she cried before turning to address the odd looks she was being given. "What? I have questions to ask him about how to expand master's harem!"

"Somehow, I know I'm gonna regret this." Ben wheezed before feeling a tug on his shoulder and just barely managing to twist his head around to see Tino standing there with a worried and fearful look upon her face, wearing an expression quite similar to a frightened puppy.

The Gal Monster gulped. "I-Is it alright if I go with you first?" she asked timidly. "I'm . . . I'm getting a little scared."

Airi sighed. "Tino, now is not the time for your claustrophobia to act up."

"I c-can't help it." Tino swallowed nervously, her passive breathing starting to grow quicker and faster; deciding he didn't want to have to deal with a terrified Gal Monster with a reptilian tail growing from her spine that was strong enough to go toe to toe with Vilgax with just a hammer, Ben nodded and pulled her close to him, flinching when she dug her fingers into his arm with tremendous strength. Just what kind of protein shakes were these girls taking? With that being said, Cerate was persuaded to let go of Ben lest she be on the business end of Nefera's swords and the smaller group divided themselves even further so that the blonde Gal Monster, Tino, Jane, Venus, Nefera,Whisp, and a couple of monsters that Airi didn't know nor could she have recognized were left standing in front of the teleporter with Ben; several other ghouls had been weeded out to join in on the next trip with Airi and Elina.

"See you on the other side!" Ben waved with a joking smile as the teleporter hummed and whirled loudly before suddenly blasting the group with a flash of electric, green light that absolutely blinded everyone else in the room as Ben, the Gal Monsters, and ghouls' atoms and molecules were broken down and separated to then be sent at the speed of light towards the designated spot seconds after the teleporter died down to a low drawl and finally died with a soft hum; just before Driba could input the next set of commands however, the machine began to spark and rattle loudly before suddenly exploded in a cloud of noxious smoke that filled the room and left everyone coughing and hacking for breath.

Elina's eyes watered from the smoke as it burned her nostrils and throat moments before she became aware of a soft sucking sound that tugged at her blonde locks momentarily; the toxic smoke started to clear out, swiftly being drawn towards a single point where Elina watched with fascination as the strange weapon that had previously been sitting on Rook's shoulder while simultaneously functioning as a small computer now acted as a vacuum of sorts, sucking the smoke out of the air and allowing them all to breath comfortably once more.

"That device is remarkably useful." Airi noted with relief.

Rook nodded and eagerly smiled. "Thank you. The Proto-Tool is the most versatile tool in the universe, with new additions and upgrades constantly being updated." he all but recited before turning serious once more. "Now then, what seems to be the trouble?"

"What happened? Is Ben alright?" Grandpa Max demanded to know.

Blukic hummed as he pushed Driba aside and set to work on the smoldering teleporter. "Well, reports indicate that they arrived at their location successfully. No word on any mishaps, but-"

"Why did the teleporter break down?" Lilith demanded to know with a low growl like that of a feral cat; before Blukic or Driba, as the later climbed back up into his seat to shove the former back out of vengeance, a slight movement drew all of their attentions towards the floor where several small creatures were quickly skittering both to and fro from the damaged teleporter. It was an insect of some kind, with a long, segmented body that included a head, abdomen, and thorax as standard arthropod anatomy dictated, though there seemed to be several additions to the poor creature that were clearly out of place upon closer inspection. Metal plating replaced a section of exoskeleton right behind the insect's head and covered its abdomen all the way up to the creature's thorax where a pair of metallic forceps thrust out of the crusty exoskeleton and flexed experimentally as it skittered across the floor.

"Que? An earwig?" Skelita raised an eyebrow.

"Not just any earwig," Grandpa Max frowned as Frankie bent down and grabbed the little insect between her fingers, completely oblivious to the sudden electric shock the earwig discharged; the young cadaver merely giggled as if being tickled while the bolts jammed in her neck crackled and sparked dangerously before letting lose with an even stronger shock that all but fried the earwig, instantly killing it and delivering a smaller shock to anyone else that was too close . . . which just happened to be everyone save for Airi, Elina, and Grandpa Max. "I've seen those before, but I can't quite put my finger on it . . ."

"It looks like they're some kind of . . . mutant." Airi marveled as she lowered her scythe to the floor and held it there until one of the unusual earwigs dared to climb up the blade and hang on as the wraith pulled it up to eye level for closer inspection.

That seemed to be what the elderly Magister was waiting for. "Of course! They're Technobugs!"

"Technobugs?" Elina parroted out of confusion, jumping back with surprise when Airi reached with a cautious finger for the earwig currently sitting on her weapon, only to suddenly jerk her hand back when the mutant insect gave off another electric shock.

"Common Earth earwigs that had been tampered with and mutated into tools of weaponry and servitude by a villain by the name of Dr. Aloysius J. Animo." Rook explained as he attempted to pick up one of the Technobugs with great care, only to jerk back when it gave off another discharge; Frankie of course, was able to pick up the wriggling little insect between two fingers with ease without harm, much to the Revonnahgander's mild annoyance.

"Animo?" Driba sounded surprised. "But he's still in his cell! Blukic and I delivered him lunch before we got here!"

"Then where did these Technobugs comes from?" Robecca wondered as she picked one of the earwigs off of her leg and tossed it to the floor with disdain before it could electrocute her.

Grandpa Max rubbed his chin in thought. "Well, we've had some success in figuring out ways to reverse Animo's mutations, to see if we can't find a way to take him out faster before any more collateral and long property damage bills find their way to our doorstep; my guess is that these were some of the test subjects."

"But what are they doing out here?" Lorna wondered, swiping her tail across the floor and sending some of the mutant bugs flying before they could reach her and deliver anymore nasty shocks to her and the ghouls.

"A containment breach?" Rook suggested.

"Absolutely." Blukic nodded.

"Probably." Driba added with a shrug before he and the other Galvan glanced at each other. "Maybe?" they tried together in unison.

Grandpa Max bit his lip and folded his arms across his chest, drumming his fingers on his arm out of worry, something that only Airi seemed to notice right away. "You seem uncomfortable, sir." she noted.

"Call me Max," the Magister waved it off. "But, uh, there . . . might be another culprit." he admitted.

"Like who?" Frankie wondered; the lights flickered dimly, drawing yelps of surprise from all those within the room before they were all suddenly plunged into absolute darkness for several seconds before a light flickered on from the Proto-Tool attached to Rook's shoulder, easing some of the unease. "What just happened?"

"A power outage?" Rook guessed.

"I don't think this is any normal power outage." Grandpa Max said with worry; a loud yelp of fright cut through the room like a knife quickly followed by a low thump! and squelching noise; the flashlight provided by the Proto-Tool fell upon a ghoul with similar resemblance to Whisp Grant, sharing the same pale, pink skin, a slim, feminine figure, segment-covered arms, and pointed ears with identical earrings, although there were clear differences as well. Where Whisp's outfit was blue, this ghoul was pink and where Whisp's outfit was pink, this ghoul was blue, wearing a pair of puffy, black pants whose cuffs closed just above her knees and below a black sash around her waist. Her bright, pink hair was pulled into a segmented ponytail with a single, golden streak through her locks and she sported an Omnitrix colored a contradicting pink and blue like her sister's.

"What's wrong, Gigi?" another ghoul askedsoftly , placing one of her twilight gray hands upon the genie's shoulders to try and calm her down. She was about a foot shorter than Gigi and would have been absolutely dwarfed by Ben with her slim shoulders, petite figure, and wide, violet eyes and her pastel green, blue, and purple streaked hair spilled over her shoulders and all the way down her back to the bottom of her thighs with deep gray swirls at the end of her ankles and hands like that of fog rolling low across the ground. She wore a deep indigo and blue dress riddled with blacks and pastel greens and twilight grays that would have easily let her blend into the shadows with her pale, silvery skin and quiet demeanor.

"N-Nothing, Twyla." Gigi stole a calming breath. "I think something just crawled up my leg . . ." she trailed off, glancing down at the floor and wincing when she caught sight of the gooey, crushed remains of what had once been a scorpion the size of a dollar bill; Twyla squeezed the genie's shoulder comfortingly, knowing that the accidental death of a creature she kept as a pet would be somewhat difficult to deal with.

"How did a scorpion get all the way up here? We are in space, are we not?" Airi asked curiously.

"I was afraid of this." Grandpa Max winced before feeling a light tapping on his shoulder and turned around to see Twyla right behind him just as she stepped out of the darkness as if it were nothing more than a veil or a curtain to hide behind when the old man wasn't busy clenching his chest as if he were about to have a heart attack.

"Afraid of what?" she asked curiously before a loud buzz caught all of their attentions and drew their focus towards one of the many screens situated about the laboratory; the console crackled and fizzed with static before finally becoming clear once more and showing the picture of what could have once been a man at one point had something horrible not have happened to him to mishapen him to the mortifying monster he was now. He had sickly blue skin that was so pale one could see his pulsing veins and circulatory system underneath of his strong, wiry arms, each of which sported not five digits but three, sharp claws that opened and closed like a set of pincers every now and again; the fact that the man possessed a second pair underneath of his original set did not help matters, especially when one considered his face, a feature that was hidden beneath an old, tattered trench coat and black sweatshirt that looked as if it had been dragged out of the back of a dumpster and hadn't been washed since. A greasy, black beard and goatee coated around the man's mouth, where a set of grinding mouth parts similar to that of a tarantula or other arachnid took the place of his lips, feverishly grinding against one another as chitin plastered itself across his head and body like a thin coating of armor that was somewhere between skin and a tough exoskeleton.

"That." Grandpa Max winced.

The man glowered at the screen for a second, narrowing his eyes and shoving his face up towards the camera so that anyone watching could catch a glimpse of his golden set of wide, bug-like eyes that had once between intelligent pupils. "Y-You . . ." he spoke in a raspy, guttural voice while the mouth parts rubbed against each other to form the words. "You Redspots . . . you did th-this . . . to me . . ." he snarled with disdain.

"Who is that?" Elina asked, almost afraid to know the answer.

Grandpa Max sighed wearily. "An old enemy of Ben's, that's who." he explained. "A mutant by the name of Clancy that had the ability to control insects."

"What happened to him?" Rook wondered.

"You can thank Animo for that." was all Max would say. "The Plumbers have been trying to find a way to try and return him to his human form, but his genetics have been so twisted that's reduced him to this; some sort of hybrid monster that is a lot more aggressive than before."

"Very clever of you, M-Magister." Clancy hissed venomously. "But are you c-clever enough to survive what I have in store for you?"

Frankie winced. "That doesn't sound good."

"You h-have no idea, tasty morsel." Clancy hissed with a sadistic smile that produced such a horrifying grin on his face with his mishapened mouth parts and body that even Twyla shuddered and averted her gaze from the screen until the horrific collection of insect and man finally showed mercy and cut off the video feed, pitching the lab into near total darkness once more.

"What do we do now?" Jinafire wondered.

Rook responded by pulling the Proto-Tool off of his shoulder and cocked it with a low hum, a determined look crossing his face. "We apprehend and incarcerate him as soon as possible."

"How soon until the teleporter is back online?" Grandpa Max asked Blukic and Driba; the two Galvans paused in midchew from their quick snack of the Technobugs that had made themselves at home inside of the machine before slowly being quite literally eaten out of house and home, much to the pair of Galvan's satisfaction.

"Uh, a couple of hours," Blukic said between bites. "Give or take a few minutes."

Driba belched. "More like more hours." he rolled his eyes before he resumed chewing, much to the ghouls and Gal Monster's disgust.

"Then I best get started." Rook said as he made his way towards the door, only to be cut off by the ghouls, Airi, and Elina. "Please stand aside." he asked curtly.

"We aren't moving, Rook." Lilith shook her head defiantly.

"Ms. Hellscream, I implore you to-" Rook started to say before Lilith cut him off by snapping her arm forward and grabbing the front of his Proto-Tech Armor and pulling him down to her level; her eyes seemed to go from a piercing blue to a dangerous, glowing gold as she flared her wings to increase her side while her fangs seemed to grow sharper and more pointed if that was even possible.

"Let me make this clear, Blonko," she snarled in a deep, threatening voice that set everyone's nerves on end. "We. Are. Going. Whether you like it or not." she growled as her forked tongue slithered out past her lips and sampled the air with a sinister hiss to emphasis her point before releasing her hold on Rook, puff a breath on her claws to shine them against her chest, and saunter back to the group with a swing in her hips that cracked her tail back and forth in a taunting, malicious manner that dared anyone to defy her; Rook wisely chose not to.

"Lead the way." he caved.


"Wow, that felt kinda nice." Cerate shivered when she ran her hands up and over her arms, her fingers still tingling from the sensation of being broken down into the most basic parts, teleported miles away and underground, and then reconstituted as if nothing had ever happened. Tino seemed vaguely sick or dizzy from the feeling as she leaned on Ben's shoulder for support while the ghouls barely seemed to notice it, as if they had done this kind of thing multiple times before.

Ben raised an eyebrow. "Okay . . ?" he trailed off.

"Must be a Gal Monster thing." Venus shrugged casually as she stretched, feeling slightly compressed and uncomfortable from their arrival. "So, if I were a gigantic, tentacled, alien warlord on the run, where would I hide?" she mused.

"How hard could it be for Shitsquid to hide?" Cerate scoffed. Nefera coughed loudly and pointed behind her, the Gal Monster's face paling slightly; for several miles ramshackle buildings of scrap metal and wood sprawled throughout a gigantic, underground cavern alongside structures and high-rise businesses of exotic metals with bright and flashing signs advertising merchandise and products in various languages Cerate couldn't even hope to understand. As if the layout of the underground civilization wasn't amazing enough, one only had to take into consideration its inhabitants. They numbered in the thousands and took on a multitude of forms and shapes that the Gal Monster couldn't have even thought of in her wildest dreams. They flew, lumbered, slithered, climbed, walked, dashed, skittered along in their business, occasionally glancing at the sudden appearance of their group before carrying on with their lives as if they were of little meaning to them.

"Okay, this is gonna be harder than I thought." Cerate admitted sourly.

"And that's not even half of it." Spectra sighed, folding her ivory, translucent arms over her sizeable bust. If the ghost wasn't levitating several inches off of the bare rock ground, she would have stood perhaps an inch or two beneath Ben, though she seemed much bigger if her head of wild indigo, purple, and lavender streaked hair that seemed to float and move on its own accord around her slim shoulders, framing her pale, blue eyes and full, indigo lips. She wore a black strapped top with a ruffled, pink strip down the middle laced with small, rattling chains attached to a thick brace around her waist that functioned as a belt of some kind; A soft, silk skirt floated around her thighs and ankles as if Spectra were underwater, the second, pink underskirt moving significantly less and matching quite well with her chain-wrapped boots with cannonball heels. "There are other alien settlements worldwide, a few located under some of the world's most famous cities."

Ben was surprised by this. "What? How come I never knew about this!?"

"Because I actually took the time to comb through the Plumber's records during her short stay here."

"Short stay . . ?" Tino mused with confusion. After all, they all lived here – wherever here was – permanently, right?

Ben ignored the jab at his pride and rubbed his chin in thought. "Alright, so how are we gonna find Vilgax?"

"Perhaps we should split up and ask the locals to see if there are any rumors or sightings. Since this is Shitsquid we're talking about here, we need to find any lead possible, no matter how small or surreal they may be. If we have little to go with, we should talk to some criminals who are in the area. Usually they keep tabs on others, especially those who are not to be messed with. If all else fails, just run around and cause a racket while saying things that he can't ignore. If there's one thing that will work, it's provoking someone like him. That or set out bait that he absolutely can't resist at all. He seems to be transfixed on the Yummytrick."

It took several moments for everyone in the group to realize that the sage and elderly advice had come from Cerate of all people, earning the Gal Monsters looks that were similar to one starring at a two-headed child and wondering just how each head managed to tolerate the other for so long. Even Tino was taken aback by the sudden increase intelligence as the blonde was more likely to bumble over the simplest of words than lecture them all.

"Why are you all starring?" Cerate wondered.

Tino swallowed nervously. "It's just . . ."

"In the hour and a half we've come to know ye and yer crew, that's the smartest thing anyone has ever said, matey." Vandala finished with a tip of the wide brim of her captain's hat.

Create shrugged. "It's simple if you think about it!" she said while shaking her head. "Seriously, it's that easy! And, uh, Yummytrick user sixty-nine . . . I'm seriously doubting you're smarter than Master. And he's younger than you!"

Ben blinked, unsure of what to think of the Gal Monster before him. He had been under the impression that Cerate was missing a few screws and was at such an intelligence level that even Rath could have potentially been smarter; he had yet to test this theory however, and he wasn't sure even Cerate would wish to help prove correct or not. "Uh, who are you and what have you done to Cerate?" he raised a confused eyebrow. "And who were you just talking to?"

Cerate scoffed and rolled her eyes. "You, duh! I mean seriously, you're older than Master, yet you seem to not think things through as much. A gender swapped version of you is much smarter! Heck, I'm starting to think that even I'm smarter than you since you seem can't even noticed when someone is talking about you!" Cerate shook her head sadly. "I guess what you lack in brains you make up for in bed- mmmph! Ghmmphfh!"

At that point, the bare rock beneath their feet rumbled and quaked violently as thick, thorny creepers erupted forth from the earth and tightly wrapped around Cerate's figure, smothering her and applying a great deal of pressure that even made her struggle to breath as she was compressed further and further. While fighting for breath the Gal Monster was frantically trying to search for the source of the sudden attack, her sights ending up on Venus when she noticed the severely irate expression on her face.

The plant ghoul snarled venomously. "First you throw you throw my Sweet Mango at Vilgax of all monsters, and then you go insulting our boyfriend! I have had it just about up here with you're harassment!" she emphasized her point by leveling a claw-tipped hand just above her head. Jane was desperately tugging on Venus' sleeve, trying to sooth and calm down her severely annoyed ghoulfriend, but the plant-monster ghoul was having none of it; it was getting to the point where Ben was getting ready to turn into Heatblast to try and keep Venus in line and free Cerate.

The blonde Gal Monster, despite the crushing pressure in her lungs, seemed hardly considered as she wormed and squirmed in her living prison for a few seconds and loosened her bonds just enough for her to clamp her jaws shut around one of the thick tendrils and tear a sizable bite out of it, causing the thick vine to retreat a distance. Jane stopped any attempt to try and get Venus' attention, cringing with worry when Cerate hungrily licked her lips of the plant's resin.

"That actually tasted pretty good," she smiled dimly, earning a sharp glare from Venus before narrowing her eyes. "Anyway, I'm not here to cause trouble, but if you're asking for a fight. I'm ready when you are.:

Ben decided now was probably not the best time to create controversy among their group, especially since they were trying to lay low for the moment in their hunt for Vilgax and the current ruckus was quickly drawing unwanted attention. "Hey, can't we talk this out?" he put himself between the two irate females.

"C-Cerate, please calm down." Tino pleaded as she stepped in front of the blonde Gal Monster who was quickly making short work of her prison, hungrily taking bites out the several roots and creepers between glares in Venus' direction.

"I can't! She's just asking for a fight!" Cerate growled after finally finishing off her 'salad' while forcibly pushing the petite Gal Monster out of the way with the very arm she was clinging to. Tino stumbled backwards and tripped over the uneven ground, landing flat on her butt as Cerate stomped the ground hard and gave off a loud, predatory roar that only seemed to be made even louder by the cracks and edges radiating their way from her foot if that was possible.

"Please! Can't we just think this through a little more?" Spectra pleaded as she floated between the Gal Monster and Venus. Nefera's hands were edging towards the katana blades clipped tightly to the sheath on her back while Vandala gripped the hilt of her mighty broadsword; Ben was hurriedly cycling through the Omnitrix, glancing up and every now and then to access the situation in the hopes of defusing the problem before it got too serious.

"Get out of my way," Cerate warned. "This is between me and her!"

Fortunately (or unfortunately depending on how one looked at it) before things could get any worse than they currently were, a flash of intense, blinding light consumed the lot of them, sending an air of panic through the crowd of Undertown inhabitants that had begun to slowly gather to watch the inevitable fight.

"MY EYES!" Cerate wailed as she crumpled to the ground, absolutely blinded.

Ben was no different. "GAAAH! IT BURNS!"

The only one that was fortunate enough to escape the sudden blast of light was a ghoul that Cerate had completely neglected to notice (not that she would be able to now), which was quite odd considering how hard it was to ignore her. She seemed to be a mixing pot of various creature parts all fused and glued together by some sort of cheap tourist trap owner, with the body of strong mare covered in a coating of light, indigo fur and a braided tail of luscious, blue hair, the broad wings of a proud eagle stained a pitch black that faded into deep hues of turquoise and purple, and the torso of a female humanoid with lavender skin. She possessed bright blue eyes that matched her sky blue hair pulled back into a flowing ponytail, and feathers of varying colors that trimmed her elbows, hooves, and eyelashes while accenting the pair of pointed horse ears that thrust out from her skull and beneath a small, black top hat; the rest of her outfit consisted of red riding jacket over a blue top with a ruffled collar and trim decorated with loose chains that dangled from the belt around her waist and draped over her back.

Avea unfolded her wings from around her head, raising an eyebrow of curiosity when she caught sight of the combination of absolutely fury and fear plastered on Tino's face. "Please, everyone! No fighting!" she screamed, trying to be forceful as possible.

Cerate, despite still being thoroughly blind and disoriented, still managed to glare in the general direction of the petite Gal Monster. "Damn it, Tino! You know I hate it when you flash like that!"

"S-Sorry, but it was that or my cape." Tino apologized, her tone becoming softer than it had been moments ago when she seemed to be roaring with the ferocity of an enraged dragon.

The blood drained from Cerate's face turning her expression deathly pale and frightened. "Uh, no thanks, we're good!"

Ben's slight was starting to return to him as he rubbed his eyes. "Is there something I'm missing here?" he asked deftly, not quite sure he was talking in the proper direction or not; everything was a blur to him at the moment as opposed to absolute, blinding white.

"Under no circumstances, unless as a last resort, is Tino to lose her cloak." Cerate shuddered, her voice cracking slightly.

"Not unless you want a rampaging Tyrannosaurus Rex that wants to fight storming through Bellwood."

Ben scoffed. "Please. That's like a weekly thing for me," he waved it off; in actuality, Ben was about half right. Not only had Jane tried to make a meal out of him several times when the Nemetrix had first attacked her and strapped itself to her wrist, unable to override the device's programming and savage genetic samples, but her natural shape-shifting capabilities let her step into the shoes of over a million different animals, some of which no longer roamed the planet in large quantities or at all. It wasn't until Ben had finished realizing all this did he come to the realization that the voice was not one that he realized to be familiar. "Wait, who said that?"

Tino's cautious eyes flickered over their surroundings for several seconds. "An-n-ni? Is th-that you?"

Ben glanced upwards to see a small, petite girl come floating down from the heavens, her pink hair pulled back into twin tails that were two-toned, colored a bright indigo underneath while retaining the usual choice of pink on the top. She wore a dark purple bikini top with a black and pink cape at the back that split off into what one could call tails of sorts with a white corset that covered up her abdomen; held in place by a belt around her waist was a blue ornament that clashed brightly with her purple striped leggings and boots but went nicely with the swirl of pink and violet sunglasses she wore while clutching a smoothy cup that she took a sip out of as she touched down to the ground.

The girl then promptly chucked the cup at Ben, splattering him with the sticky contents.

"What the Sphinx was that for!?" Avea flared her wings as Ben grimaced and tried to wipe the substance off. It took a cautious lick to realize that the liquid was actually a peanut butter and seaweed smoothy, one of his favorites that he happily licked off himself.

Ani smirked as she held up four fingers. "One, I'm simply following the rules of this reality. Two, it was funny. Three, karma for Kevin's car. And finally, the smoothies that you like suck! And I'm being serious here about that. All the Other Bens in the Omniverse have much better taste."

"My Dimension 23 counterpart seems to like them . . ." Ben grumped as he attempted to get the sticky contents out of his hair; Whisp took pity upon her boyfriend and snapped her fingers, summoning a fresh towel for him to dry off with in a short puff of smoke that she then sent away with a second snap of her fingers. "Why does it seem people are insulting me left and right? Does it look like I don't have enough problems already!?"

"Would you rather be chased around Isosceles Right Triangle as Decagon Vreedle?" Ani countered, a smirk crossing her face when she caught sight of the looks passed between the ghouls. "And yes, that species is buried nice and deep within your Omnitrices . . . for the time being."

Ben's left eye twitched involuntarily.

"I rest my case," Ani smirked before turning to Tino. "Good call on the flash, by the way. Had that continued, it wouldn't have ended well for either Cerate or Venus."

The two ghouls raised eyebrows and stole a glance at each other. "Excuse me?"

Ani decided to address the more intelligent of the two. "Venus, I'm sure you are aware of Cerate's herbivorous nature? Had the fight continued, you be missing several very important pieces of you right now," she concluded before turning to Cerate. "And had a battle commenced, Venus would have turned into a Vladat and taken control of whatever pitiful excuse of a mind that you have and forced you to hold your breath until you either passed out or stopped breathing altogether."

Unsurprisingly, the blonde Gal Monster completely ignored the majority of the previous statement and went right for what interested her the most. "What's an herbivore?"

This time it was Jane of all people who seemed exasperated with Cerate's lack of intelligence. "You can not be serious . . ."

Ani shrugged. "It's a long story. One you should ask her Master about."

"You mean her Ben?" a ghoul covered in a layer of short, brown fur with a head of luscious, auburn curls that allowed a pair of canine ears to poke through guessed. Her eyes were a sharp gold in color positioned above a set of sharp fangs perfectly designed for tearing through meat when the claws tipping her strong fingers didn't get the job done. She was in her usual attire, an outfit consisting of a bright, pink tiger striped top under a black jacket with long sleeves and faux fur trim that exposed her midriff; below a belt decorated with rhinestones the werewolf wore a purple miniskirt, pink leggings, and a pair of knee-high boots covered in multiple straps that positioned her feet at what looked to be a painful, nearly ninety degree angle; the ghoul seemed hardly concerned however as she folded her arms over her large bust and tapped her arm impatiently waiting for an answer. "Isn't he back home in their dimension or somethin'?" Clawdeen wondered.

The childish witch rolled her eyes sadly. "Trust me, he's here and causing a racket as usual," she sighed tiredly. "Have any of you ever heard of someone named Don Antonio Lui Che è Un Piccolo e Diminutivo Ectophylla Alba Skueaky?"

"Is Rath as smart as a college professor?" Clawdeen rolled her eyes sarcastically.

As if on cue, Ani took a wavering, floating step back as if she were being blown by the wind just as the bare rock beneath her feet exploded in debris and dust, exposing the head of a highly irritated Appoplexian once the dust cleared.

"Uuugh . . . Rath can't believe Rath's getting Rath's ass kicked by a Girl Rath that isn't Rath," he groaned to himself before he took notice of Ben and narrowed his eyes with suspicion. "Oh, you're the other Rath who isn't Rath right now." he casually mentioned in a tone that was oddly calm and creepy at the same time; generally Appoplexians yelled every last thing they said and it was a wonder that the entire species didn't suffer from sore throats.

"Master?" Cerate gaped with wide eyes, catching the Appoplexian's attention.

"Lemme tell you somethin', Cerate, who is Rath's Gal Monster and girlfriend! Rath had been lookin' all over this Bellwood that isn't Bellwood that is different than Rath's for Airi, Elina Vance, Tino, and you! Rath was at the point where Rath was gonna try turning the underground above ground while at the same time bringing Bellwood underground and completely intact before kicking its butt and making it like it as Rath!" the Appoplexian yelled angrily.

Ben raised an eyebrow; knowing from first hand experience, it usually took several seconds to a few minutes for anyone to understand almost anything that an Appoplexian said that didn't involve outright yelling and fighting. "So . . . anyone else understand that?"

"Lemme tell ya somethin', Benjamin Kirby Tennyson who is from a different reality than Rath and is somehow known by everyone like Benjam Kirby Tennyson Ten-Thousand! Rath already explained why Rath is here! If Rath could move, Rath would give you an Omniversal Wedgie, followed by some serious butt-kicking! Rath will then do a judo throw on you that will make you explode upon hitting the ground! AND RATH DOESN'T MEAN THE STAR!" the Appoplexian roared, his shoulders fighting and struggling to get free from the ground.

Clawdeen grumbled under her breath. "Like that made any sense at all."

"I know!" Rath yelled as he either fell or was pulled out of the hole his skull had kindly made for him, disappearing in a sprinkling of rock shrapnel.

"I'm coming, Master!" Cerate cried as she drew back a fist sucker-punched the ground, creating a low tremor that made everyone quiver and tremble for a few seconds before she beat her other fist against the ground a second time, increasing the rate at which she pounded the ground until it felt like an earthquake was taking place; Undertown citizens quickly scattered through various movements as Avea attempted to remain standing on all four of her legs with her wings and arms stretched out and adjusting every second or so to maintain balance. Jane immediately latched onto Venus with tight grip that only increased as her body morphed and shifted instinctively to turn into that of a tree boa that quickly slithered around the plant-monster ghoul's neck and shoulders with a constricting grip as Clawdeen held onto Ben for support.

Cracks and fissures radiated outward from the gaping hole in a labyrinth of jagged lines and etchings that only got wider and bigger the more Cerate cluelessly pounded the ground until the rock gave way and collapsed with a mighty roar that opened up into a large cavern below that pulled in everyone save for Spectra, Vandala, and Ani. The two ghosts shared a frantic look before swooping down through the quickly widening sinkhole, unaffected by the boulders and rubble that passed right through their translucent bodies and leaving Ani to her own devices.

The Time Soldier however, seemed to just have trouble breathing from the way she was laughing. "Those two are always a riot!" the witch giggled after calming down a little after pulling her sunglasses up onto her forehead to have a look around. "I wonder where Master's counterpart for this universe and Old Man Steam are. I need to explain to them why I'm here, and to learn from them how the native Ben is responsible for allowing this to happen."


The darkened halls of the Plumber Headquarters were quite off putting and formidable when one didn't have the comforting glow of the lights overhead to guide them. Hoses and wires seemed to reach out at one like grasping tentacles and removed panels for construction and maintenance almost looked like gaping maws hungrily beckoning for one to come closer; Airi was thankful Tino had opted to leave with this dimension's Ben.

"This Clancy . . ." she said after a while. "He possesses the ability to telepathically control insects? That sounds quite threatening."

"Indeed." Rook nodded, his grip on the Proto-Tool never faltering as he, Airi, and Lilith quietly stalked down the halls, hugging the walls in the hopes of making themselves invisible to whatever kind of surveillance their enemy might have set up; the large group had been divided into smaller packs to roam and search the maze of hallways and corridors of the Plumber Headquarters for their quarry and with all but the backup generators keeping the prison level and life support systems up and running, they were all but blind and deaf.

Lilith gagged slightly. "And I thought hunting wild Hydras was disgusting . . ."

Airi raised an eyebrow at the comment. "You . . . hunt your own kind?"

"I use to." was the response the Jersey Devil gave, dropping down to all four to silently slink ahead with her sensitive, pointed ears flickering at the slightest of sounds and her golden orbs allowing her to see in the dark like it was daylight with her leathery wings pressed against her shoulders and back for more efficient movement.

"Ms. Van Hellscream is the niece of the infamous monster hunter of the same title and was for quite some time was just as devoted to her work as her uncle," Rook explained when he took note of Airi's confused expression. "Reports are scarce, but it seems she was completely rehabilitated when Ben started to take an affectionate interest in her; prior to their relationship, Lilith would spend her time hunting down monsters to add to her collection of trophies."

Airi's stare darkened slightly in the dim hallway. "I can assume that human and monster relations haven't always been on the best of terms?"

Rook nodded. "The problem would also extend to aliens as well. The Plumbers had a rather serious backlash of public support when the denizens of Undertown were discovered in their attempt to flee from the approaching Incursean Armada." he added. "I am very much impressed with how well you are able to analyze things. Even more so considering you come from a different reality that isn't as technologically advance." he commented. "Of course, I mean no offense."

Airi allowed a small smirk to cross her lips. "Trust me, I barely understand half of anything you say or anything you have lying around here, only what Ben told me." she chuckled lightly before correcting herself upon noticing the confused look on the Revonnahgander's face. "I mean my Ben."

"Ah, I understand now." Rook nodded. "If I may ask, can you tell me a bit about your Ben?"

"It's a long story," Airi shook her head with slight amusement. "But it is interesting to see that both our Bens share something in common other than their ties to the Omnitrix."

"And what would that be? Other than genetic similarities, I highly doubt there is much in common between our two Bens." Rook remarked.

"Our Ben has a harem as well." the wraith answered. "Cerate, Elina, and myself are a part of it. There is another member, Stella, but she didn't come with us."

Rook frowned slightly. "I see . . . it is hard to believe that other Bens would have partaken in polygamous relationships with various females, much less possess the capabilities of attracting said females."

"Trust me, we've seen quite a bit. From giant monkeys that spit lightning to dealing with a future, psychotic version of our Ben that makes Vilgax look like a saint, our lives have never been the same."

Rook blinked upon hearing that, barely able to comprehend that there was a Ben out there with an Omnitrix that was just as bad, if not worse than the Conqueror of Ten Worlds himself; then again, Ben had once told him an account of a cross space/time battle he had with alternate versions of himself, ranging from his Dimension 23 and Gwen Tennyson counterpart to an undead and dystopian warlord version that all were fighting over the life of a Ben Tennyson that hadn't even heard of the Omnitrix in his entire life and was given the fright of his life when he found himself being used as the rope in a game of tug o' war between alternate, alien shape-shifting versions of himself. If such realities could exist within easy distance of a quick jump from Professor Blarney T. Hokestar's dimension-hopping Mr. Smoothy's store, Rook shuddered to imagine what other Bens existed out there in the dark reaches of the Omniverse. "I . . . will not question how your Ben came to be such a person."

"Also, our Ben happens to be eleven years old," Airi casually mentioned. "Yet he seems more mature than your Ben."

The wraith immediately knew what was going through the Revonnahgander's mind when he froze on the spot and stood there with wide eyes until she kindly explained herself. "I know, most wouldn't approve such a union, even back in our world," Airi admitted. "However, keep in mind that it's also a place where slavery is in practice. It's such sick irony that Elina, a former noble, would wind up becoming a little kid's slave. Don't get me wrong, neither Ben or I wanted to have it happen, but we had little choice."

"What else could she have done?" Rook asked, becoming uneasy the more he talked.

"The best course of action would have been for her to return to her father and allow herself to be executed for bringing dishonor to the Vance family name." Airi shrugged casually. "It was a hard time for Elina. I would strongly advise against pressing the matter further with her."

Rook thought his eyes were going to pop right out of his sockets. "Understood. Are there any other qualities between your Ben and ours?"

Airi nodded. "He's got a lot of scars all over his body. More than enough that you wouldn't mistake him for your Ben, especially on his upper body." the wraith explained. "The world we come from isn't fair to someone like Ben, even as young as he is."

"I think I will stop talking now . . ." Rook trailed off quietly, feeling both morally and emotionally unsettled by this Ben's dark and discomforting past. It wasn't until Lilith called from up ahead for him to investigate did he leave Airi's presence and push the uncomfortable images and information to the back of his mind.; before the wraith could join her however, a low venomous hiss made her freeze in her tracks and tighten her grip on her scythe, ready to attack whatever kind of insect monstrosity their quarry might send their way.

It wasn't until she caught sight of a pair of glowing, golden eyes in the darkness making their way towards her did she relax a few degrees when she realized that it was only Lilith backtracking to her, climbing back up to stand up straight with a rather perturbed look on her face that put Airi on high alert. "Is something the matter, Lilith?"

The Jersey Devil frowned deeply. "Yes. You badmouthing my boyfriend."

Airi's eyebrows shot up into her brow upon hearing this. "I am not-"

"'Yet he seems more mature than your Ben,'" Lilith quoted with narrowed, golden slits for eyes before gesturing towards her ears with a claw. "I heard everything."

Airi sighed wearily. She didn't have time for this. "Lilith, I apologize if-"

But the ex-monster hunter didn't let up and instead took a step forward, tapping an angry claw on Airi's breastbone. "Listen here, you. I get that your Ben is young and I get that he had gone through one traumatic experience after the other that will probably never leave him the same again, and I respect that. But let me make something very clear," she hissed, inching her face forward with bared fangs so that they were less than three inches apart; Airi could initiated the dreaded Coma Kiss if she so desired, but her interest in what Lilith had to say and the fact that Jersey Devil would most likely be able to deal a significant amount of damage to her with those claws before falling asleep prevented her from doing so. "My Ben, our Ben has watched friends die. Our Ben has killed hundreds of innocent creatures and people for the greater good. Our Ben has fought in a war, has sacrificed a great deal of his time and resources to spend time with us, and even put up with the despicable excuse of a human being I was."

"Yes, he's goofy. Yes, he's immature at times. Yes, his hygiene habits are not always the best," Lilith concluded. "But if you think my Ben can't be serious for one Ra-freaking second, then you've got another thing coming."

Airi resisted the urge to snap back angrily, instead opting to curl her fingers tighter around the staff of her scythe and inhale a deep, calming breath as Lilith took a step back, folding her arms over her bust as the wraith began to speak. "I may have jumped to conclusions too quickly," she began. "But I did not mean to insult your beloved."

"And . . ?" Lilith gestured, as if sensing there was more to the wraith's words.

Airi continued. "I . . . I won't go into details, due to everything that's happened to him, but my beloved? He has forsaken his identity as a hero." she explained "He goes by the title of Rogue instead."

"Why did he do that?" Lilith asked curiously, her temper and annoyance dying down greatly to make room for interest.

Airi sighed wearily, not so much from exhaustion or annoyance at all the questions, but more so of the incredible guilt that seemed to ball and grow in the pit of her stomach like some kind of parasitic worm. "Lilith, let me tell you a little something about myself. I am known as the Infernal Temptress back in my world. I used to serve a vile being known as the Swamp Witch, a being who even demons gave heed to. Not only did I obey her without question, I was loyal to her. On her orders, I've slain countless people without a second thought, whether they were opposing me or just innocent bystanders. I'm not a good person, but after meeting Ben, I have stopped living that life. "

The wraith clenched her grip so tightly upon the staff of her scythe, Lilith swore her knuckles had gone white and that the weapon was about to break in half before Airi's hold went slack.

"My Ben is very much aware of this fact, and yet he loves me as I love him. And I'm not the only one who he has accepted as a friend." she said after a while. "There is also Raynare, a fallen angel who has brought upon an apocalypse that exterminated all life in the world she came from, including the corresponding heaven and underworld. She used people to get what she wanted and murdered them without guilt or mercy. She even mocked them as they died. Even Elina has committed horrible sins that wound up making her to be renounced by her older sister."

Lilith shuddered slightly. "You make me sound like the little girl playing hopscotch across the street by comparison."

"From what I have gathered in our recent time here, our previous lives shared a few similarities," Airi shook her head, leaning on her scythe for support as if reflecting upon her past was a painful process. "Do not get me wrong here, Lilith. We're not here to cause trouble or commit crimes, but we're hardly the good guys either. We're here only to locate Melona, who is arguably worse than myself. She will not hesitate to not only kill, but also consume anyone if possible. She has as much blood on her hands as I do, but doesn't care about the repercussions."

Lilith furrowed her brow, her arms folded over her bust as she unconsciously spread her wings to make herself larger and more foreboding on instinct. "Then why are you here if you are only after Melona? By all the evidence you've just confessed to me, Rook and I have more than enough authority to arrest you right now and throw away the key."

"We are helping you because we aren't cold. We aren't monsters, in the figurative sense," Airi explained with the ghost of a smile upon her lips when she noticed that Lilith frowned slightly at the minor accusation. "That, and you guys are rather amusing."

"I'll try not to be offended," Lilith rolled her eyes. "Plus, I don't think the Plumbers hold authority over beings from parallel universes."

And our Ben would raise hell if you even tried."Airi smirked.

An awkward cough came from down the hallway and the wraith and Jersey Devil's attention snapped in Rook's direction. "If I may interrupt your bantering," the Revonnahgander spoke up from a studious crouching position on the floor. "I believe I have found a lead."

The two girls peered over his shoulder, Airi raising an eyebrow out of curiosity when she found that Rook was trailing a pair of fingers through a puddle of slimy, yellow fluid on the floor and observing it as he rubbed it between his fingers. "What is that?" the wraith wondered.

"I do not know." Rook admitted. "It appears to be some kind of . . . saliva of some kind . . ." he peered closer at the liquid between his fingers; a soft dripping sound caught their attention as the Proto-Tool upon the Revonnahgander's shoulder shifted and reconfigured into a flashlight that illuminated the puddle of strange liquid to find that it was rippling slightly from falling drops overhead. Ever so slowly the three of them rolled their heads up towards the ceiling and froze upon seeing the beast that sat starring back at them in the beam of the flashlight.

Silently perched above them with its six, gigantic, jointed legs covered in pointed spikes clinging furiously to the light fixture overhead, its two cheliceraes flexing every now and again; the eight, blood red eyes starred soullessly at the three of them, regarding them with hungry intent while its fanged maw continuously dribbled and dripped with hot, sticky saliva that Rook immediately shuddered and flicked at. The monstrous arthropod, possibly a hornet of some species at one point, was colored a pale yellow in color with dark, olive green stripes across its segmented portions with two pairs of massive wings folded against its back, but the most noticeable feature of the mutant insect was the over-sized horn protruding from its face that was shaped like a concave deltoid that must have acted like a shield of sorts.

"Shit." Lilith rasped with worry.

"Do not make any sudden moves-" Rook started to say before Airi gave a tremendous battle cry and lunged forward at top speed with her scythe raised behind her. The mutant hornet responded with a horrible screech with response and flipped itself over to land on the floor with a loud shudder and strain of the metal as it towered over all of them by a good few feet; this hardly stopped Airi from tackling the beast head on, swinging her scythe in a downward arch that would have driven the blade right through the monstrous arthropod's head if she didn't miss by a mere inch and suffered a quick kick of the mutant hornet's leg that sent her skidding back with annoyance.

"What was that about sudden moves?" Lilith raised an eyebrow as she cracked her knuckles.

"Forget everything I have previously stated." Rook frowned with determination while he cocked his Proto-Tool with a satisfying hum of the weapon; Lilith quickly tapped the Omnitrix upon her wrist and immersed herself in a blast of of bright, blue light as her genetic code was warped and scrambled into something new. Her skin turned a bright yellow in color and cracked and stiffened loudly as it hardened into a durable exoskeleton that adjusted and fixed itself with a series of minor snaps and shifts while her fingers and thumbs melted together like glue with a sickening squelching and crunching noise that dissolved as her arms snapped and fit into place as a pair of jointed legs. Lilith's lips protruded out from her face and promptly twisted sideways in a horrific manner, swelling into a pair of horny, cupped pincers that sucked her teeth and fangs into her gums. Her eyes turned a jet black with blue slits as her horns rotated together their bases fusing into a single growth that seemed to sprout from her eyebrows before splitting off into a forked protrusion; she continued to shrink and grow smaller until she was perhaps as big as a small dog, the perfect size for a blue and white neck brace to form around her chest with the Omnitrix appearing on the front in a burst of light and energy.

"This is gonna get messy!" Balle Weevil quipped before hacking and coughing violently and puking up a small ball of blue plasma and kicking it like a soccer ball at the mutant hornet, successfully nailing in the side of its face and blocking the vision from four of its eight eyes. Rook took this opportunity to cock his weapon and fire off the Proto-Tool's grappling hook, looping around the hornet's front legs and tying them together before pulling the cable tight and pulling the mutant insect down to the ground.

Balle Weevil took this opportunity to puke up another set of plasma globs, kicking them off one after the other at the monstrous insect and successfully landing them on its wings and legs before throwing up a final glob of plasma from the back of her throat and climbing on top. The little, alien insect then proceeded to skitter about on top of her ball of plasma, collecting dust and material that quickly began to increase the plasma ball's size until it was roughly the size of a beach ball. "Airi! Get ready!"

The wraith nodded and tightened her grip on the staff of her scythe, shifting her posture for a pouncing position as Balle Weevil steered the large ball of blue plasma back around and charged right at the trapped hornet, jumping off and kicking the ball of goo forward at the last second; the glob of plasma rolled like a bowling ball and slammed into the mutant arthropod, promptly exploding in a spray of sludge and goo that ensnared and trapped the hornet in a web of sticky strands of slime.

"Not so tough now, are ya?" Balle Weevil chuckled to herself. "Now, Airi!"

"YAAAAAAAAAAGGGH!" Airi yelled as she rushed forward with the deadly curve of her blade raised and poised to strike as the wraith brought the beautiful blade of the weapon downward and sliced right through the shield-like protrusion on the insect's face with one fluid motion and a short crack! of the tough exoskeleton. The wound bubbled and dripped with disgusting, orange puss and blood as the monstrous mutant screeched with agony and suddenly regurgitated a healthy amount of foul smelling liquid from the back of its throat all over Rook, Airi, and Balle Weevil.

Rook shuddered with disgust. "Eee-eeegh."

Airi felt like she was going to hurl upon smelling the horrific odor that emanated off of them from the mutant hornet's digestive juices, but quickly got over it when she realized that the gigantic insect was escaping while they were distracted. The sharp fangs made short work of the Proto-Tool's grappling cable that restricted leg movement and a few quick tugs of its jointed limbs managed to remove it from the sticky strands of sludge; the wings were beyond saving however, gummed up and unable to do little else but vibrate helplessly as the mutant hornet screeched and scaled up the nearest wall, driving its legs into the ceiling and easily tearing the metal paneling away to create a sizable hole for it to escape through.

"Oh, no you don't!" Airi growled angrily. With an irritated snarl, the wraith simply seemed to vanish right before Rook and Balle Weevil's eyes, her figure and scythe vanishing fluidly as if she had suddenly turned invisible; the major clue that she had suddenly turned incorporeal and gone off in pursuit of the fleeing insect was the fact that the maid outfit that showed off her long legs fell lifelessly to the floor before vanishing as well, essentially leaving the invisible wraith stark naked. Before Rook could gape and even attempt to turn away out of decency, a horrible, throaty howl of agony rattled throughout the corridor for what seemed far too long for comfort before it finally stopped.

Several silent seconds passed before a soft scuffling noise could be heard and the lifeless carcass of the mutant hornet fell from the ceiling to the floor, nothing more than a shriveled, lifeless shell of its former self. A few seconds after that and Airi blinked back into view, fully clothed once more and with an emotionless expression upon her face as she stood over the corpse of the monstrous arthropod.

"Miss . . . Airi, do your clothes always . . . disappear whenever you assume intangibility?" Rook inquired uncomfortably.

Unsurprisingly, the wraith nodded. "My outfit is linked to the life force that I drain from my vic- er, prey. If they were regular clothes, they would simply fall off." she explained before she caught sight of the wary look on Rook's face. "The usual victim is Cerate whenever she puts her foot in her mouth." she reassured him.

The Revonnahgander relaxed. "That is good to hear," he sighed with relief. "The logic is quite interesting. Almost like the Anodite species."

"Anodites?" Airi raised an eyebrow.

"Ben's cousin, Gwen." Balle Weevil clarified moments before the Omnitrix timed out in a blast of light, blue light and energy and returned Lilith to the world where she promptly arched her body backwards to cracked her aching back. "That's going to take some getting use to." she hissed to herself too quietly for it to be audible for anyone else to hear.

"Gwen is . . . an alien?" Airi tried to piece what little information she had.

"The correct percentage is roughly one-quarter, but yes, Gwendolyn is of alien heritage," Rook nodded. "This would also make Ben of alien lineage, but he does not possess 'The Spark' as Verdona Tennyson puts it. Anodites are beings of pure energy that can manipulate mana, a kind of life energy, in near omnipotent ways, effectively making them gods in a sense."

Airi's eyes were wide with surprise. "Where . . ."

"Ben and Gwen's grandmother is an Anodite." Lilith explained casually as if they weren't having an almost casual conversation next to the carcass of a recently killed mutant hornet. "From what Ben's told me, she's able to do quite a few impressive things, including making herself a human skin to pass herself off against Earth's human population."

Airi stood stock still for several minutes on end, allowing Lilith and Rook to share confused and concerned looks with the other before the wraith finally spoke. "Rook . . . if you would not mind informing us of everything you know about these Anodites when our situation is less dire?"

Rook slowly nodded. "Why are you so interested?"

"Back in my world, Gwen is present as well, and like Ben, she is young. Fortunately she hasn't gone through as much as what my Ben has experienced, but she's been harboring ill feelings towards a certain angel who she loathes." Airi explained slowly and carefully. "If Gwen has that kind of capability, a power balance might be in order."

"Are the Tennysons in your world all filled with negative emotions?" Rook asked.

Airi shook her head. "I sadly see the two of them not holding such feelings considering what they've went through." the blonde said with a sigh. "To lose every single thing they've ever known is enough alone to cause that."

"I see . . ." Rook trailed off, unsure of how he felt with this new information. He decided to worry about it later as he turned back to the matter at hand, stooping down to examine the dried husk of the formerly living mutant wasp. "This clearly was no coincidence. Clancy is attempting to hinder our movements."

"Then he is expecting us." Airi concluded.

Rook nodded darkly. "Exactly."

"This just keeps getting better and better." Lilith sighed sarcastically as the three of them left the carcass of the mutant wasp behind and continued in their search, their senses much more open and sensitive to their surroundings now.


Melona shoved and pushed her way through the crowd alleys and streets of Undertown, citizens and patrons from off world clogging its veins like a sickly body; the slime utterly hated being this close to so many beings all crammed into one place (located beneath the sewers of a thriving city no less) that often bumped and jostled and touch her in inappropriate ways that only added to her increasingly unstable temper, whether it was accidental or not. The fact that chaos seemed to be something or a normality down here didn't help matters, as she witnessed two robberies, a herd of panicked and startled Pyroxivores destroy a section of the marketplace before they were recaptured, and even a battle between a male and female Appoplexian on the varying rooftops before the female managed to clobber and send him flying into the ceiling of the cavern above; when dust began to rain down and the ceiling collapse, Melona knew she needed to find some kind of open in this gigantic, enclosed cavern beneath Bellwood.

This is was nothing like home. Back in her world, such massive settlements of species were hardly ever heard,the largest only holding maybe three or five different species under an uneasy tension compared to what could have been hundreds of steadily growing extraterrestrial species that came in a multitude of sizes, shapes, and capabilities that came from a wide range of habitats that varied between volcanic caverns and toxic atmospheres to pitch blackness and high pressured aquatic worlds; all of these and all of this could be found in some capacity beneath Undertown with every citizen eking out a living just to survive.

She grunted with annoyance as she collided with a robed figure and fell flat on her butt, knocking her purse from her hands. "Watch where you're going!" Melona snapped, narrowing her eyes at the perpetrator.

"My apologies, madam." the figure bowed, offering her his hand.

The slime's pride absolutely refused to let her accept such pitiful help from a random stranger, opting to climb to her own feet by herself and glare incredulously at his hidden face; strangely enough, he seemed to be wearing a familiar armband to that of the same one that Blood wore. "Like I'm going to let someone like you touch me." she scoffed before picking up the purse that was lying at her feet.

"If you're looking for a place to use as shelter, might I suggest the Black Hole? The place is pretty sturdy, despite it not being Ben-proof." the stranger advised calmly while pointing towards a nearby building. A neon sign that depicted a blinking, swirling vortex hung outside the saloon-like doors, the faint sounds of arguing and rambunctious laughter echoing off its walls.

Melona was skeptical. "Why should I trust you?" she frowned.

"Let's just say I know from experience." the man said cryptically before walking off. "I'm used to this kind of thing, so don't worry about me."

The Protean Assassin said callously before walking towards the Black Hole. "Whatever. I don't care what happens to you."

As she walked off in the direction of the bar, the cloaked figure turned and stowed himself behind a stall, watching as where she went with a sigh. "Better make myself scarce." the cloaked figure muttered before he noticed a large figure heading into the bar after Melona, causing him to chuckle in amusement. "Oh, man, I really wish I could watch what's going to happen between Melona and MonMon Vilgax. Too bad I've got to get going before that time brat notices me. "

With a snap of his fingers, an ethereal blue portal or vortex of pulsing, swirling energy appeared before the man took one last look around and over his shoulder in the direction of the Black Hole before he stepped through the portal and closing it behind him with nary a sound. His disappearance was hardly noticed.


"What can I do ya for?" a plump, green alien with burly arms, a wide mouth, and a supposedly intimidating tattoo grafted onto his right shoulder asked while he polished a mug with an old cloth.

"I'm not in the mood for anything." Melona responded sharply as she took a seat at the bar and set her bag down on the counter before hunkering down into a feuding mood. A sharp wolf whistle ran through the bar and her head snapped up, her eyes narrowing suspiciously when she noticed several of the male patrons (at least, she thought they were male) ogling her and not being very surreptitious about it either; with a venomous hiss she shifted her fingers into gigantic, dagger-like claws brought them down on the bar stool beside her, decimating it with a screech of metal and snapping of wood. The patrons decided to quickly turn their attention elsewhere as the slime returned her fingers to their original form and returned her attention to stewing at the bar.

It was then that the bag placed upon the counter beeped.

Melona hastily opened it, her face lighting up with an ominous, green glow as she reached inside the bag and carefully, almost cautiously took out the She hastily opened it, revealing a faint green glow from within it as the Protean Assassin pulled out the blinking, beeping form of the Ultimatrix formerly owned by her one and only lover; the sharp hourglass emblem was flashing green and red in color, something that Melona easily understood and, if the way heads were starting to turn in her direction, it was highly prized. She quickly made a move to try and stash the Ultimatrix out of sight before a massive, black shadow passed over her and shrouded her in blackness.

The bartender turned around to give his usual greeting and promptly screamed in fright, diving to the floor and activating a hidden switch that opened up a secret trapdoor for him to escape through.

Several harrowing seconds that felt like an eternity passed before the owner of the shadow heaved a deep breath and spoke in low, gravelly, chilling voice. "Where did you get that?"

"So the almighty Squid Beard has arrived," Melona snidely retorted without turning around as she placed her prize back in the bag and sealed it tight. "I see you're obviously weaker than the one I remember. Your arms are smaller after all."

Vilgax snarled, his pointed teeth gnashing as he roughly grabbed Melona by the throat, his gigantic fingers easily curling around her neck, chest, and waist and lifting her off of the ground to bring her even to his cold glare; Melona choked and gagged and struggled in his grip. "You don't seem to quite realize who you're messing with, brat."

"Please, spare me the theatrics. You . . . can't win against me. I am . . . superior to . . . you." Melona interjected unabashedly and clearly, despite the fact that she was being choked. "Especially since you rely on brute strength alone."

Vilgax squeezed his grip tighter. "You would be surprised where brute strength has gotten me." he growled in a chilling tone.

Melona ignored his threat and merely chose to emphasize her point, oozing and slithering out from between the Chimera Sui Generis' claws and landing on the ground in a puddle of pink slime with rabbit ear like growths. Before Vilgax could raise up a tremendous foot to attempt to squish the Protean Assassin, she coiled and slithered up his leg and across his chest, wrapping her around his wrist, bicep, and torso; she then flexed her elastic muscles and the limb moved to her will, slugging Vilgax in the face with his own fist and releasing its hold upon him when he made a grab for her with his other hand. She then proceeded to slither across his back and shoulders and wind her way tightly around his wrist, holding fast and constricting like a hungry python; as soon as a loud, audible hiss meant his ears and the smell of burning flesh met his nose, he new he was being burned.

"Let go of me!" Vilgax roared as he slammed his arm through the bar counter, easily breaking it in half with one blow. The Chimera Sui Generis briefly felt the stinging pain in his arm stop, his opponent stunned before the burning sensation renewed and a low chuckle wound its way into his head. "You honestly thought that would work?: the slime mocked. "I hardly felt a thing! You're just like every one of the other insignificant whelps, thinking they can defeat me through strength, guns, and swords alone! That's why I'm above everyone-"

"Lets see above you are when I do this!" Vilgax cut her off with a snarl before he raised his arm over his head and plunged it into the lights overhead; the alien warlord immediately felt the electricity course through his body, setting his nerves on fire despite the low voltage. And even with the dangerous amount of electricity coursing through his body, he barely felt the electric charge through his thick skin, but the slime wrapped around his wrist, the slime definitely felt it and gave off a horrible screech of agony. She had truly underestimated the might of Vilgax the Conquer, believing he only relied on his tremendous strength.

"Damn . . . you . . ." Melona groaned as she limply oozed off of the Chimera Sui Generis' wrist and landed on the floor with a wet splat! She couldn't bear herself to move or even attempt to resume her human form, it took too much effort to even attempt to try and stay conscious.

With arid smoke curling off of his charred hand, Vilgax stooped down and experimentally poked the puddle of slime with a claw, earning an exhausted moan that was barely more than a pitiful gasp; the electric discharge had coursed through her body, her gelatinous figure acting like an amplifier of sorts that left her greatly weakened and unable to fight back as Vilgax studied him. "Hmmm. You are much like a Polymorph, yet you don't require the assistance of technology . . ." he observed.

The alien warlord then stood back up and set his sights upon the cowering patrons of the bar all cowering in a corner without ever taking their eyes off of him. Most foolish people that got in his way fled in the opposite direction lest they fall beneath his fist, so it was slightly refreshing to see some that had the common sense to hide away like the insignificant pests that they were.

"Bring me a pressurized Polymorph containment vessel now, and I might let you live." he growled lowly. The patrons quickly fled and scrambled to obey the command, knowing that Vilgax the Conqueror was not afraid to exercise and expand his reputation in any shape, form, or capacity. With the bar now empty, the galactic villain turned around, not worried in the slightest about the decapitated slime at his feet, and turned around to inspect the contents of the bag lying discarded on the counter.

A wicked, cruel smile crossed his crooked face as Vilgax pulled the Ultimatrix out between his claws, studying the wondrous device with a malicious grin. "It may not be the Omnitrix . . . but shall suffice . . ."

"Let go of . . . that!" Melona groaned weakly. "It belongs to . . . him, not . . . you!"

The alien warlord turned back around, noticing with a hit of cruel amusement that she was trying to resume her humanoid form, her body far too weak and disoriented to do much else than bubble sickly. "Are you another of Tennyson's wenches?" he asked with mild curiosity.

"I . . . am not . . . that brat's . . . bitch . . ." Melona groaned as she was finally able to assume her humanoid form, sprouting arms and legs and finally a head that spat out a pair of rabbit-like ears that drooped and flopped against her head weakly. The Protean Assassin was helpless to do anything as Vilgax roughly grabbed her by the head and hurled her across the counter, plunging her deep into an electric refreshment machine that sparked and hissed violently in a terrible lightning storm of energy; her eyes focused on the Ultimatrix dangling from Vilgax's fingers as electricity coursed through her body and made her feel pain that she couldn't believe, tears starting to stream down her face as she slumped to the ground and fought against the blackness coming for her.

"Give that . . . back . . ." she groaned limply before she collapsed to the ground and slipped into unconsciousness, her vision swimming before her eyes every time she blinked and attempted to throw Vilgax a harsh glare as he cackled darkly at her defeat. Just before the darkness claimed her completely, a single name went through her mind. The name of a future version of the Ben she knew of, the only person she ever loved and openly acknowledged as her lover. The name of the one who she saw be murdered before her own eyes.

He was mostly known as the Bloody Hunter. He was known as a fallen hero who lapsed into murderous madness from despair, only to regain his former self through his love for the Protean Assassin. Slain by the Demon Breaker, the "brother" who killed for mostly pleasure and entertainment. He too was from the same future as the one she deemed her one and only equal.

Shiftlash . . .


Creaturemaster: Well, that was . . . dramatic . . .

Hey, you wrote it, not me.

Creaturemaster: You had a hand in it, too!

Deadpool: Fight! Fight! Fight! Fight! Fig- GAH! Not the face again!

Maddie: Mr. Nibbles, no! Bad boy, bad! Stop chewing on Deadpool's eyeball, he needs that!

Deadpool: Like hell I do! AGH! K-word it! Unalive! Kick the bucket with it! Sleep it with the fishes! And hurry muy rapido!

Frothy: Bwak buk buk, BWAK!

I know, right? Where do we find these people? Anyway, moving on!


CCR

Taking a more serious moment here, I'd like to thank Creaturemaster with not only agreeing to, but also with writing. For the record, I DID write roughly a third of this crossover if I recall correctly, it's just that Creaty adjusted it considerably to make it fit with his parts a lot better.

Anyway, I'm also here to deliver on my promise. Back during my hiatus, I did ask what what you readers wanted me to do. while the majority wanted me to continue, there was a considerable amount of those who wanted a reboot. Well, I got news for those who are wanting that. I've got a new entry in the Misplaced Hero series for you guys, and for the most part doesn't have any connections with this one. Why? this is a story set within Gotham City.

That's right people, this is a crossover between Ben 10 and Batman! It'll basically be a clean slate, but it will contain a few familiar themes, such as Ben being under fifteen years old, the story being dark, etc. Keep an eye out for the prologue. It'll be coming VERY SOON!

Thanks for reading this far, and I hope you are all are enjoying it. I hope you take the time to leave a review. just as a reminder for those who do a guest review, PLEASE use a title so I don't mistake your review as a second review from the same person.

Anyway, thanks again and I hope to see you all next time.