Greetings, all you man-sters and ghouls! That's right, I am back to fill your lives with misery and woe! MUAHAHAHAHAHAHAHAHA!

Actually, I'm just here to give you another chapter. Maybe not so much misery and woe, but definitely another chapter to read.

Anyways, I know I've said this in the last chapter, but I would like to thank each and every last one of you who submitted a Nemetrix alien for this wonderful story o' mine. I also apologize to everyone who's monstrous creations did not make the cut; they were good, but didn't fit what I was looking for or were missing components that didn't make their appearances very plausible.

As always, comment, review, suggest, and request down below!

Onwards!

"Jane! C'mon, can't we talk this out?" Wildvine pleaded nervously as he cautiously took several steps backwards for every step the large, elk-like animal took forward.

"Ben!" Grandpa Max's voice came from behind him; the Florauna didn't dare take his eye off of the voracious beast in front of him that had previously been his ghoulfriend. "That's a Diabiervo, the natural predator of Wildvine!" Max warned him.

"Now you tell me!" the Florauna yelped, quickly jumping out of the way as the Diabiervo bellowed and charged directly at him with its massive rack of antlers aimed directly at him. The animal stopped on a dime and turned around for another attack, snorting and pawing the ground with a hoof; the Florauna quickly grabbed several tubers off of his back and chucked them at the animal, smirking when they exploded and created a smokescreen of sorts that allowed to make a run for it.

"C'mon, ghouls! We need to hold her off before she eats Ben!" Venus cried.

"Um, Venus? Maybe it's not a good idea for you to get too close to that thing." Nefera suggested as she pulled out her collapsible blades.

"That thing is my ghoulfriend!" Venus snapped.

"All I'm saying is that Jane's now a predator built to eat Wildvine's for breakfast. You're pretty darn close to one." Nefera warned her.

Venus blinked. "Fine. But I am not running! I am retreating!" she called over her shoulder as she ran off in the direction Wildvine had taken. The ghouls didn't seem to hear the comment as they converged on Jane, latching onto her legs and antlers and weighing her down in the hopes of buying Ben and Venus some time. The Diabiervo would have none of it and shook its head, sending Skelita, Clawdeen, and Twyla flying; the vents on the animal's sides flexed and pulsed before a cloud of disgusting, yellow gas shot out and engulfed itself and the ghouls in a large cloud of the stuff.

"Not again! Why!?" Clawdeen coughed and hacked as she was driven away. The Diabiervo took the opportunity to shake itself lose of its blind captures, sending them in all directions before it bellowed and charged in the direction its prey had taken, only to be blocked by Jinafire, an annoyed look on her face as she stood between the entrance to the hallway and the Diabiervo, smoke curling from her lips. "Read my lips, Jane-san: You shall not pass." she hissed venomously.

The Diabiervo bellowed and snorted, lowering its head to showcase its large antlers and making herself look much bigger than she really was; an intimidation tactic. Jinafire however, was little more intimidated and held her ground, clenching her fists tightly as the amount of smoke escaping her lips got larger and larger until the Diabiervo finally had enough and surged forward, fully prepared to trample over and crush Jinafire under her hooves if necessary. Jinafire didn't make her move at the last second, blasting a jet of flame past her jaws and igniting a wall of fire directly in front of her and the door, forming a raging inferno of a barrier. The elk-like animal bellowed in distressed and screeched to a halt, turning tail and deciding it wasn't worth the risk, taking another empty hallway that just accommodated her massive rack of antlers.

"We are in some deep trouble." Frankie winced as the automated fire prevention systems in the facility activated and bathed the wall of fire in a noxious cloud of flame retardant gas that quickly extinguished the fire.

"And I for one am not about to let both of my ghoulfriends suffer." Robecca growled with determination. She quickly activated her rocket boots and flew over to Granpda Max, bowing respectively before speaking in a highly persuasive voice. "I know we have only just met, Magister Tennyson, but I would highly recommend that you evacuate the Plumber Base until we can contain and cure Jane."

Max frowned but surrendered. "As much as I hate to admit it, you're probably right." He then turned to the main terminal and pressed the intercom button, voicing a loud evacuation protocol that echoed out through the entire base; this meant that the criminals would also be evacuated temporarily until the disaster was averted and things returned to normal. As normal as they ever got, that is. "And what about you?" Max asked.

"I shall attempt to keep Ben alive until we can successfully contain Jane and deactivate the Nemetrix." Robecca replied.

"Same with us." Avea announced, climbing to her feet and cracking her knuckles.

Robecca shook her head. "The less people, the less risk. Some of us are just too similar to Ben's aliens for our own good. For all we know, the Nemetrix contains the DNA of predators perfectly suited for devouring every last one of us."

"Sh-she has a point." Bonita winced.

"Unfortunately." Twyla agreed.

"What I want to now is, what kind of bonehead even fixed the Nemetrix and added more DNA samples without my permission." Max mused. As soon as he said that, all eyes in the room turned to look at Blukic and Driba as they tried to sneak out unnoticed. "Please tell me I'm wrong." Max sighed, pinching his brow.

"Well . . ." Driba trailed off nervously.

"We got your memo about building a weapon to destroy Ben if necessary." Blukic chuckled nerously.

"I never sent anything out like that." Max narrowed his eyes.

"Then who?" Robecca wondered as the entire Plumber gave a loud shudder, the emergency lights flickering out before coming back on. "You need to evacuate now." she told Max. "I swear to bring Ben back alive and in one piece."

"Good," Max nodded. "Because if you don't, your friend will have to be put down."

Robecca bit her bronze lip as Max gave a firm nod and walked off to help with the evacuation, beckoning for the two Galvan techs to follow him as they argued over who had read the memo wrong.


Wildvine skittered down on all four of his tendril-like legs, nervously glancing behind him every few seconds to make sure Jane wasn't on his tail. His chest was heaving in and out as he ran down the hallway, his skin a dark brown when it was bathed in the soft glow of the red emergency lights that pulsed on and off overhead. The Florauna could hear footsteps behind him, which only made him run faster and faster; he threw himself around a corner and pressed himself against the wall, silently praying that the Diabiervo would run right past him in its mindless hunt for him.

"You're gonna have to do better than that, Ben."

Wildvine yelped and yanked several tubers off of his back, fully prepared to chuck them at the source of the voice before he realized it belonged to Venus. The Florauna nearly collapsed from relief when he saw his ghoulfriend rounding the corner, a borrowed blaster in her hands as she took cover next to him.

"What are you doing here?" Wildvine asked. "Not that I'm not glad to see you."

"It seems I may be too similar to Wildvine for my own good." Venus sighed with annoyance.

"Great." Wildvine sighed as the Omnitrix timed out. "Well, at least we're in this together."

"Yeah, with our shape-shifting ghoulfriend out to kill us." Venus rolled her eyes.

"Well, when you put it like that . . ."

Before Venus could retort, a loud bellow rattled the hallways, as a heavy, clambering noise shook the corridor. Ben and Venus whirled around to see the Diabiervo that had previously been Jane rushing right towards them, its antlers glowing an ominous red as a ball of swirling plasma formed between its wide rack. The beast fired off the plasma ball at Ben and Venus, the both of them throwing themselves to the floor just before the plasma would have hit them and pinned them to the opposite wall.

"Duck and cover!" Ben cried just before the ball of plasma would have caught the both of them, pinned them to the wall, and exploded in a burst of pulsing, red energy.

"Oh, that's so not good." Ben whimpered when he saw that the wall and completely been obliterated.

"Ya think?" Venus quirked an eyebrow as she cocked her blaster and fired off a round of energy cartridges at the Diabiervo, distracting it as Ben cycled through the Omnitrix for a suitable alien. "Now would be a good time for some help!" Venus cried.

"On it!" Ben cried as he slapped the activation button and was engulfed in a bright, green light as his DNA was distorted and warped into something new. Hard, metal plating raced up his back and front, melting together into a single shield. His shoulders became rounded and massive as flexible black tubing covered the skin between his elbow and shoulder. His arm then began to swell, metal plating taking the place of his skin as his fingers turned into sharp, gray claws. A piston formed on each of his elbows as the metallic plating covered his head and changed it into something that resembled a Greek Corinthian helmet. Two small, pointed ears formed on his head his feet turned into hard, metallic claws. The Omnitrix appeared on his broad chest as a short tail popped out from his spine, completing the transformation.

"Or under it!" Armodrillo corrected himself. The Talpaedan's arms pumped vigorously as his claws fused together into hard tips that he quickly forced into the floor beneath him, burying himself beneath the upcoming Diabiervo before launching himself back up and sending the animal crashing into the ceiling where it then fell to the floor as the Nemetrix timed out and reverted Jane back to her original form.

"Yes! No more Antlerback!" Armodrillo cheered as he climbed out of the hole he had made.

"Antlerback?" Venus wondered.

"Well, I figured since I named all my aliens, Jane might as well name her transformations." the Talpaedan shrugged as Jane hissed and climbed to her feet, turning to the Nemetrix and picking a seemingly random alien before slapping the activation button and becoming engulfed in a bright, red light. She felt her body elongate and become segmented, stretching out to a good thirty feet. Her arms bent in two more places as they hardened into insect-like legs before splitting into four extra pairs as random, curved spikes sprouted all along her back as her legs fused together into a tail with a clawed end. Jane's face bulged outwards into a toothed beak as row after row after row of sharp teeth ran down her throat all the way to her stomach. A thick, red, spiked collar appeared around the gigantic, beaked worm's neck, completing the transformation.

"Probably shoulda seen that coming." Armodrillo sighed as Slamworm screeched and rammed its head into the floor, tunneling into the depths of the Plumber Base and disappearing for a few seconds after Venus had to reload. Moments later, the massive worm came hurtling through the wall right next to Armodrillo, slamming directly into him, through another wall, and into the depths of the base.

"Ben!" Venus cried as the pincer-like spikes on the end of the Slamworm's tail vanished through the gaping hole in the wall, exposing wires and tubing that didn't seem to be working now or anytime soon in the near future. In the dark, Venus couldn't see anything through the hole in the wall; all she could hear was the sound of Armodrillo getting knocked around inside the bowels of the space station as Slamworm threw him about with little effort. Venus then heard a sickening crack, followed by a loud bellow and gulping noise. Fearing, the worse, Venus peered deeper into the hole and managed to see the dim outline of Slamworm in the darkness amongst the many vents and tubing hidden in the walls; there was no sign of Ben.

The Slamworm suddenly let out a loud screech of pain, rocking its head from side to side as its legs undulated in agony while its stomach started to bulge and convulse uncontrollably. The gigantic, alien worm then made a loud hacking noise, swinging its head back and forth before it spat something large and wet from between its wicked beak; the thing went crashing through the gaping hole in the wall and landed painfully on the floor with a wet splat!

"Ben! Are you okay?" Venus bit her lip nervously.

"Fine," Armodrillo grumbled as the Omnitrix timed out and returned him back into his human form. "Sore and covered in slime, but fine." he added as he climbed to his feet, ignoring the loud bellowing of Slamworm. "Any ideas on how to stop Jane?" he asked Venus.

"Really, the only solution I see is to beat into unconsciousness and hope that we can get that stupid watch off of her or hope she comes to her senses." Venus sighed unhappily as a red light flashed bright within the darkness of the wall; Ben instinctively turned to the Omnitrix, cycling through the roster and selecting a random alien before slapping the activation button. He felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet, sliding to his station as the green light faded.

"Toepick? Yes!" the ogre-like alien cheered. "We're safe!"

"No! You can't do that to Jane!" Venus snapped, banging a fist on the cage that surrounded Toepick's head. "She's already nervous enough as it is! We don't need her utterly terrified of everything!"

"Just a quick glance," Toepick promised. "Once we manage to calm her down, I can always go Mindmesser and erase the memory from her mind."

Venus narrowed her eyes before reluctantly agreeing. She knew that deep down, Ben didn't want to hurt Jane more than she was already hurting; whether she was currently in control or not, she knew she must have been utterly terrified and sick to her stomach about what she was trying to do, and would no doubt hide for a few days after the situation had ended. Toepick shuffled over to the gaping hole in the wall, the cage on his head already starting to creak and groan as several locks came undone and the doors dropped down before slowly opening on rusted hinges; the pair fully expected to here startled whimpers and howls coming from the hole before utter silence would envelope them.

Instead, Toepick was knocked to the ground by something roughly the size of a Great Dane, pinning him to the floor and growling loudly. The animal was a light blue in color with a dark blue underbelly and deep, blue stripes along its back. Bat-like ears sat on either side of its head as a pair of bull-like horns stuck out of its forehead and curved backwards while a second pair grew out and then forward directly behind its bear trap jaws. A red, spiked collar with the Nemetrix was wrapped around its upper body, right behind the front legs that were tipped with four, wicked looking claws. What was more terrifying than the huge nostrils that sat on the beast's face was the fact that it had no eyes whatsoever on part of its body that Venus could see.

"Aw, man!" Toepick cried. "Of course, DisgusThing doesn't have any eyes!"

"DisgusThing?" Venus cocked an eyebrow.

"Do you have a better name for it?" Toepick asked her before the Cauchemar Taureau gave a pig-like squeal and grabbed hold of one of the chains connecting Toepick's helmet to his belt in its jaws and easily threw him far down the hallway, howling loudly before giving chase; a long tongue with three, finger-like tips lolled out past his jaws, corrosive saliva that slowly ate away through the floor dripping from its bony fangs.

"C'mon, Ben! Change into another alien!" Venus cried as she locked and loaded her blaster before firing at DisgusThing as she ran down the hall after the beast; Toepick fled as best as he could, trying to find a place where the Cauchemar Taureau wouldn't immediately find him as he swung himself from side to side, a bit too top heavy to run very fast or quickly. He was suddenly slammed into from the back, landing painfully on his face as DisgusThing bellowed and a loud hissing sound filled the air; Toepick could feel himself get more and more sleepy with every passing second, his surroundings becoming less and less clear.

At the same time however, he could feel himself changing into something new when the Omnitrix was slammed into the floor, instigating another transformation. His back expanded outwards, becoming dome-shaped and hardening into a tough shell as his fingers all fused together and his arms flattened out into large paddles that quickly turned into flippers. His toes ripped out of his shoes, fusing together into three, stubby claws on his short legs as the shell on his face expanded to engulf his head and chest, a small hole opening up near the top to allow Ben's head through as his lips turned into a hardened beak. Six, large holes suddenly opened up on his carapace, the Omnitrix appearing on his chest and completing the transformation as his skin turned a rough, green in color and texture.

"Get off me!" Terraspin grunted as he pushed himself up with his flippers and twisted his shell, sending DisgusThing flying off of him and to the ground, where it dug in its claws and charged at the large turtle-like alien, strings of corrosive saliva flying everywhere. The Geochelone Aerio quickly jumped off the ground, his legs fusing together into a third large flipper as his other two went ridged; he then quickly spun them around on their separate axis and created a strong wind that quickly blew the small creature off of the floor and into the wall where several thick vines and roots sprouted out from the paneling and strapped it to the wall.

"Nice handy work." Terraspin noted as he came to a stop and touched down on the floor.

"I try." Venus shrugged. "So now what do we do?"

"Probably try to get that thing off of her." the Geochelone Aerio guessed.

"And how do you propose we do that?" Venus asked as DisgusThing squealed and struggled against the wall, making no headway past the thick vines that ensnared it.

"I think I know a guy." Terraspin replied, tapping the Omnitrix disk on his chest with a flipper and becoming engulfed in a bright, green light that washed over his large frame. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"If RazrEdge can't do it, no one can." the Parae Cortarix stated with confidence as he edged closer and closer to DisgusThing, careful to avoid the lethal jaws that dominated the beast's head. "One swing oughta do it, and we'll soon have our precious ghoulfriend back."

"Are you sure she'll be alright?" Venus wondered.

"Well, the last time an intelligent being, Khyber in this case, used the Nemetrix, he suffered some memory loss, nothing more. Phil suffered genetic damage, getting fused together with a Terroranchula." RazrEdge replied.

"So, Jane's doomed to be insane forever?" Venus asked nervously.

"I'm not so sure," RazrEdge grunted, dodging a swipe of DisgusThing's horns. "Since Jane can already turn into animals, she might suffer from nothing more than a headache for a few days. I dunno, that's my best guess. I'd have to turn into one of my smart aliens to figure out the whole thing." he sighed as he finally managed to get a good shot at the thick, red collar around the Cauchemar Taureau's body and gently tapped it with a pointed blade to test its density and composition.

"Warning! Sentient life form detected!" the Nemetrix suddenly beeped.

"Really? It took you that long to figure it out?" RazrEdge rolled his eyes. "Now shut it so I can cut you off."

"Highly undesirable outcome to come if Sentient life form continues further." the Nemetrix warned.

"What do you mean?" Venus wondered as RazrEdge cautiously pulled away from the collar.

"Nemematrix will detonate upon being removed from host. Following blast radius will vaporize everything within a planetary radius." the Nemetrix told them. "For a sentient species, you are remarkably unintelligent."

"Great." RazrEdge grumbled. "Not only will we kill us and everyone on Earth if we remove that stupid thing, but it's got an AI with a snarky attitude."

"If it has an AI, can't we just, I dunno, ask it to shut down long enough for us to get Jane back?" Venus wondered.

"Request denied: request goes against Nemematrix programming." the Nemetrix denied.

"What programming!?" RazrEdge snapped.

"In the event that creator is captured or destroyed, Nemematrix will seek out the perfect predatory host to hunt down the Omnimatrix." the Nemetrix explained before it timed out and Jane returned to the world as DisgusThing was pulled back inside the red watch.

"Big surprise." RazrEdge rolled his eyes. "Psychobos has such a big ego, he won't stop until he proves he's the smartest being in the universe. As if he could ever hold a candle to Azmuth."

"My creator prefers to be addressed as Dr. Psychobos and nothing less." the Nemetrix said in a cold tone. "Nemematrix is fully recharged. Select transformation."

"Aw, man!" RazrEdge cried as Jane managed to shift one of her slender arms under the thick vines and make her way to the Nemetrix, activating it and not even bothering to look at what transformation she had selected before pressing the activation button; a red flash of light washed over her, changing her DNA into something new and savage. Her entire figure turned a single shade of deep purple as her clothes dissolved right off her body before her entire body liquidated into a thick, slushy soup that easily slipped through the cracks and openings between the vines. The pool of purple liquid started to bubble furiously before it began to shape and form itself into something else, forming four, powerful legs, a long, cat-like tail, and a mane of gooey clumps that formed rounded spikes along its back and face made entirely out of its wet, purple goo; large, swirling green spots formed on its figure and the Nemetrix appeared out its neck, completing the transformation.

"Something tells me I should start running." the Parae Cortarix gulped nervously, taking several steps backwards.

"You think?" Venus asked sarcastically as she cocked her blaster and fired it at the massive creature in the hopes of distracting it long enough for RazrEdge to make a run for it. Unfortunately, the energy cartridges were absorbed by the animal's ooze-like hide, not even phasing it in the slightest as it growled and stalked forward and closer to RazrEdge; it didn't even seem to notice that Venus was there.

"Nice kitty! Good kitty!" RazrEdge gulped nervously before the animal opened its jaws, exposing several, razor sharp teeth, and spat something sticky and wet out from its jaws, nailing him in the face.

"GAH! What is this stuff!?" RazrEdge cried as he tried to wipe the disgusting substance off of him. "And why does it burn!?" he added as a quiet hissing filled the air. His question was quickly forgotten as the slime beast roared and lunged forward, prepared to tackle him to the ground; RazrEdge back flipped out of harms way before turning tail and racing away as fast as he could, leaving thin trails that he cut through the floor. The beast let out a wet roar before chasing after him, though not at as quick of a pace as RazrEdge anticipated; the animal was moving at a leisurely jog, as if it knew something he didn't. But he didn't have time to wonder what it was; he was about to get eaten!

Pain continued to rack his body as he ran, his chest heaving in an out once more as he raced up a wall and cut a quick hole in the ceiling that opened up into a small crawlspace between the floor below him and the floor above. He quickly placed the cut out piece back in place and held his breath as he waited for the beast to pass by; all he could hear was silence. "Whew." RazrEdge breathed a sigh of relief.

He probably should have stayed quiet a little longer.

With a loud, disgusting, squishing sound, purple ooze began to force itself up between the cracks of the hole RazrEdge had cut, quickly molding itself back into its original shape as it licked its chops hungrily; the Parae Cortarix quickly cut a hole beneath him and fell through the hole and back into the floor below where he prepared to run away at full speed, only to find out that he couldn't. He only moved as fast he would have been able to run in his human form, which was massively slow compared to how fast RazrEdge or XLR8 ran; a loud squishing sound alerted him that the Galper Nuth had easily slithered its way through the hole and down onto the floor below, a low growl escaping its jaws as it stalked after him, edging closer and closer.

"Tell my mom I love her!" RazrEdge cried as the Galper Nuth exploded into a wet mess and engulfed him inside it, the purple ooze slithering over every inch of his body as the neon green swirls and bubbles clung to his body, his body racking with pain as the acid began to eat away at him. Meanwhile, the Galper Nuth had settled down on the floor, waiting patiently as its acidic body ate away at the precious metal that made up RazrEdge's body.

"Give me something good!" the Parae Cortarix begged as he tapped the Omnitrix with a pointed blade and was engulfed in a green light inside of the Galper Nuth. He felt his head sink down into his neck, almost merging with his chest as only a small amount of muscles built up on his arm. Several of his teeth became crooked in the jaw or disappeared altogether as large amount of fat built up around his shrinking skeleton, insulating him as his skin turned a dull yellow and thickened to nearly four inches. His eyes rotated to the farthest apart they could go while remaining on the front of his changing face as his mouth widened. His toes were sucked back into his foot, leaving the toe nails as his fingers became nothing more than dull claws. A pair of green and white underpants materialized around him as the Omnitrix popped out of his belly button. The final piece of the transformation was when several wart-like growths swelled up on his forehead.

"AHHHH! THIS IS EVEN WORSE!" The Worst screamed at the top of his lungs as the Galper Nuth increased the strength of the acids that made up its body composition. "GET ME OUT OF THIS!" the Atrocian wailed as he punched the Omnitrix embedded into his bellybutton and was engulfed in the ever familiar bright light. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing the beast to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"I! AM! NOT! LUNCH!" Heatblast roared as he went supernova and exploded in a ball of fire that blasted the Galper Nuth off of him and into millions of smoldering pieces.

"Ben! Are you alright!" Venus asked as she caught up before seeing what had happened. "You killed Jane!" she screamed at the top of her lungs.

"No, I didn't!" the Pyronite argued. "Look!" he pointed at a particularly large blob that was starting quiver and bubble slightly; more blobs began to tremble and shake as they slowly oozed off of the walls and dropped down form the ceiling, making their way over to the main blob and adding to its mass at a steady pace, forming four legs and a powerful body before a long tail slithered out as a head began to reform.

"Told you." Heatblast smirked as Venus sighed with relief; truth be told, he had also believed he had killed the Galper Nuth as well before realizing the similarities it held with Goop of all beings. "Geez, Corrosive is nasty." he shuddered.

"Corrosive?" Venus wondered.

"Do you have a better name for her?"

"No." Venus admitted just before a bright, red light engulfed the Galper Nuth, swiftly changing it back into Jane for a split second before injecting a new set of alien animal DNA. Her arms began to swell with muscles as hard, rock-like material began to appear on her thin frame, slowly making its way up her arms and shoulders before its way down her legs with a loud cracking noise. Her legs ground and moaned in protest before suddenly splitting into another pair, her bones breaking in one more place to make four, jointed legs as rock covered slowly, large spikes growing outwards from her bumpy skin. Her back swelled as the rock and muscle built up, her jaw bulging outwards as her teeth disappeared to be replaced by rocky daggers. A large, grinding noise filled the air as a massive, rhino-like horn grew from her forehead and her arms swelled, her fingers fusing together into hard, rocky tips as the Nemetrix appeared around her neck, completing the transformation.

"Probably should have seen that coming." Heatblast sighed as Crabdozer let out a loud bellowed and rammed its horn into him, shoving the both of them through the floor and through another level before they stopped falling, the Pyronite ending up squished under the Crabdozer's bulk.

"Ow!" Heatblast grunted. "Eat hot flame, Ugly!" he cried as he managed to work a hand out from under Crabdozer's bulk and released a jet of red hot fire at its face; the hot coals did absolutely nothing against the Crabdozer's tough hide, annoying the gigantic beast rather than defeating it. "Forgot about that." the Pyronite grumbled before the Crabdozer backed up and lowered its head, catching him on its horn and sending him flying into a wall with a painful crash! "If I live through this, next time I see Driba and Blukic, I'm gonna step on them!" Heatblast declared before Crabdozer rammed its head right into him; the Pyronite let out a pain groan as the Crabdozer let him slide to the ground while it backed up, readying for another charge.

"Need a hand luv?"

Heatblast startled before seeing that it was none other than Robecca hovering in the air above him, a small smile on her lips as she helped him up to his feet before her arms underneath and pulling him up and out of the air just as Crabdozer charged at them; Robecca skillfully dodged the massive horn on Crabdozer's head and flew back up through the hole it had created, nearly crashing into Venus as she peeked over the edge.

"How'd you find us?" Heatblast asked as the Omnitrix timed out and returned Ben to the world.

"It was easy, once I found the carnage." Robecca jerked a thumb behind them at the scene of mass destruction that blanketed the hallway and beyond.

"Geez, this is gonna cost them an arm and a leg to repair." Ben marveled.

"You do have a flare for destruction." Robecca noted.

"You're the second person to admit that." Ben smirked.

"Who was the first?" Venus asked.

"Mr. Baumann. After I accidentally destroyed his store for the tenth time." Ben answered. "Or was the twenty sixth? I've destroyed his store so many times I've actually lost count."

"I believe that is the least of our problems, luv." Robecca steered the conversation back to the matter at hand, pointing to the massive hole behind them as Crabdozer attempted to turn its massive bulk around and catch up to its prey. Ben gulped but turned to the Omnitrix nonetheless, cycling through the roster before selecting Atomix and slapping the activation button. He felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix appeared on his stomach, finishing the transformation.

"Swampfire? At least he doesn't have a predator." the Methanosian sighed with defeat before a flash of red light came up from behind him, following by a loud snorting noise. He turned just in time to be slammed to the floor by a large, hulking figure only a few feet taller than him. It was ape-like in appearance with thick, shaggy, black hair covering its entire body with massive, cone-shaped teeth sticking out from its lower jaw. The most striking features however, were the massive, curved claws that sat on the end of each stubby finger and the mane of razor sharp blades that stuck out from the beast's neck like a blooming flower; the Nemetrix sat on a spiked, red sash across its chest.

"Ugh! This driving me bananas!" Swampfire groaned as he managed to push the large, alien ape off of him; Robecca and Venus tried to stifle their chuckles as the later trained her blaster on the beast. The gorilla-like creature roared and beat its chest before climbing to its feet; the blades around its neck suddenly started to spin with a loud roar like that of a chainsaw as the arms spun around in tight circles, the claws becoming nothing more than spinning wheels of destruction as everything below the neck disappeared in black, cyclone-like blur.

"Uh, anyone got a spare pair of pants?" Swampfire whimpered.

"Please tell me you didn't." Venus covered her eyes.

"That was a joke," Swampfire chuckled nervously. "What I meant to say was RUN!"

"Wonderful idea, luv! I'll lead!" Robecca cried as her rocket boots kicked in and she shot off down the hallway, leaving a trail of smoke and steam behind her as Swampfire gave chase, scooping Venus up his arms and throwing her onto her shoulders as he ran. The Paludemian was closing in on them screeching and hooting loudly as it chased after them, leaving a trail of mass destruction behind it as its claws and blades sliced through everything; Venus gritted her fangs and cocked her blaster, firing off a round in quick succession, succeeding in keeping the Paludemian at bay for the time being.

"Bobo's not giving up!" Swampfire wheezed as he ran.

"Please tell me that's not what you're going to call it." Venus almost begged.

"No, I just don't know what to call it now!" Swampfire cried as they rounded a corner and continued running. "But as of this moment, we need to find some place to hide!"

"Where?" Robecca wondered.

"ANYWHERE!" Swampfire screamed as he dodged a swipe of the Paludemian. Robecca shrugged and drifted back a bit before she put her rocket boots into overdrive, blasting out a black smokescreen from her rocket boots into the animal's face, giving them cover to run and hide. "In here!" Swampfire hissed, dashing through a door with Robecca on his tail; the door closed by itself, sending the Methanosian and ghouls into a dim darkness.

"Where are we?" Robecca whispered.

"No idea. Hang on a sec." Swampfire whispered as he flexed a certain part of his mind and lit a small amount of methane within his palm, conjuring up a small ball of fire that illuminated their surroundings. Blank and dead screens dotted the wall with bright yellow and black hazard lines painted in a single stripe along the wall. Terminals and computers were sat against one wall with a testing station with a spray painted target board towards the back of the room, a large machine with a several hoses and tubes and a large ray pointed at a blank wall taking up about half of that space. Assorted tables sat about the place with all manner of tools and oddities on them, everything from mannequins wearing fancy hats and leftover Mr. Smoothy cups to broken droids with saw embedded in their skulls and shelves with all manner of materials on them.

"Blukic and Driba's lab." Swampfire replied, not sure whether he should be glad or worried.

"Is that good or bad?" Robecca wondered, wincing at the trashed androids lying in a corner.

"Not quite sure." Swampfire admitted before the door to the lab suddenly exploded into metal shards and wiring as the Paludemian burst into the room, howling and screeching and beating its chest angrily. Swampfire quickly lobbed the ball of fire in his hand at the ape as Venus fired off her blaster. The animal merely snorted in annoyance and swung into the room, grabbing a broken android and throwing it at Swampfire, nailing him in the chest and sending him and Venus flying. Robecca flew directly at him, her fists clenched tightly as she rammed into the beast and pushed it back out of the lab. She drew back her fist again, ready to slug it in the face before she realized who she was attacking, hesitating for a split moment. It was all the Paludemian needed, grabbing hold of Robecca's head and throwing her back into the lab where she crashed into a shelf and had the contents fall onto her; she didn't move.

"Try this on for size, Banana Breath!" Swampfire cried as he tossed a handful of seeds to the ground. The little pods exploded into new life, dark green tendrils that quickly wrapped themselves around the Paludemian's wrists and feet, trapping it to the spot for a split moment before the animal became a cyclone of blades once more and easily tearing through the vines just in time for Venus to drill it with an experimental blaster she had found lying around, hoping it would suffice.

"Eat hot experimental lead, Garbage Breath!" she shouted. "And sorry in advance, Jane!"

"Are you sure that's a good idea?" Robecca wondered as she stumbled out from the wreckage and rapped a knuckle against her head, presumably to hopefully knock something back into place.

"Not in the slightest." Venus said with a small grin before the Paludemian had finally had enough and grabbed Venus's head in its fist. "Oh, Voltage." she managed to curse before the ape threw her across the room and into the strange machine towards the back, a loud hum filling the air as the Paludemian grabbed Swampfire and swung him around and into Robecca, throwing the both of them into the testing area in front of the strange machine; the Paludemian roared and made its way over to them in a single jump, grabbing Venus by the ankle and using her as a weapon to beat the other two into submission, completely ignorant of the machine as it hummed loudly and seemed to be warming up.

"I know! I call this one Goreilla!" Swampfire exclaimed.

"Not the time!" Venus cried before they were all suddenly consumed in a bright, green light.


They reappeared in another flash of brilliant, green light right in the middle of a shop of sorts, accidentally landing on a crate of merchandise just before the Omnitrix and Nemetrix timed out simultaneously in flashes of blood red and neon green, changing their respective owners back into their original forms. Jane launched herself off of Venus, Robecca, and Ben and back through the air, landing on a metal shelf and hissing loudly at them.

"Where are we?" Venus groaned, wincing at the pounding headache in her skull.

"Offhand, I'd say somewhere in Undertown." Ben grunted as he climbed to his feet, cracking his aching back.

"Undertown?" Robecca cocked a metallic eyebrow.

"An underground city of aliens underneath my hometown." Ben summed up before the sound of tiny feet met his ears.

"Ben Tennyson!? Here!? In Pakmar's shop!?"

"I withdraw my previous guess." Ben groaned. "We're in Pakmar's store."

"Yes, you are!" the little, diminutive alien snapped angrily. "Pakmar thought he was rid of you and your destructive ways a long time ago! Pakmar has had lots of business ever since you disappeared from Pakmar's life!" he spat angrily. "Now get out of Pakmar's shop before you ruin it!"

"Hate to break it to you, but that's not gonna happen anytime soon." Ben frowned unhappily as Jane turned to the Nemetrix and cycled through the roster before selecting an transformation and slamming the activation button. Her back swelled and cracked as her spine arched and lengthened into a long, reptilian tail as her feet ripped through her shoes, forming into four strong toes tipped with razor sharp claws. Her heel groaned and cracked as a fifth claw popped out of the heel, lime colored scales replacing her smooth, violet skin in a rippling wave as she changed. Her neck lengthened to more than three times its size, her jaw jutting out into a lizard-like muzzle as her teeth forced themselves up and over her top lip as her eyes moved to opposite sides of her head, giving her a wider vision. Her skull cracked and groaned in protest as a pair of horns curved outwards from her head, a small pair forming on her cheeks as barbel-like growths formed on her chin. A loud slurping sound filled the air as two, long tendrils formed near the bottom of her jaw, whipping about in the air as their tips hardened into dagger-like tips. A row of pointed spikes formed down her back as her arms lengthened and the last two fingers on her hands swelled into large claws; the rest grew longer and longer until they were bigger than Jane had been tall, a thin membrane forming between them. A loud, clanging noise filled the air as braces formed around her back legs, rings forming around her toes and crude, metallic plating forming along her tail and back, wrapping around her chest like armor as more braces formed around her horns and the two tendrils at the base of her jaw. More plating formed on the fingers of her wings and her skull, forming a sort of helmet as a ball of metal formed on the end of her tail, spikes popping out and turning it into a lethal mace, completing the transformation as the Nemetrix appeared around Jane's neck.

"Uh, just out of curiosity, what exactly do you sell?" Ben asked Pakmar as he turned on the Omnitrix and cycled through his roster.

"Pakmar make big business selling explosives!" Pakmar cried. "It is only thing that keep Ben Tennyson away from Pakmar's business!"

"Then it's time to chill out." Ben smiled confidently as he selected Arctiguana and slapped the activation button, the familiar green light washing over him and changing his DNA. He felt every last shred of his physical being vanish and become somewhat free, becoming pure energy as the Omnitrix focused his bouncing molecules back into a more stable shape. He watched as simply hands and single-toed feet formed on the end of his limbs. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. The transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed moveable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix appeared on the lock.

"Seriously? NRG is as opposite of Arctiguana as you could possibly get!" the Prypiatosian-B exclaimed.

"Oh, no! No, no, no, no, no! No fighting in Pakmar's shop!" Pakmar cried angrily.

"Sorry, Mr. Pakmar, but that's not happening!" Venus frowned as she cocked her weapon and fired upon the massive, dragon-like beast with fury. NRG's grill started to glow an intense red in color as Parkmar screamed and latched himself to the Prypiatosian-B's face.

"NO! No firing in Pakmar's shop! You will blow it to bits! And Pakmar along with it!" he yelled.

"He has a point, Ben." Robecca pointed out before activating her rocket boots and flying right at the Brynjaak to catch in the gut and sending it to the ground where it bellowed angrily, flapping its wings and toppling over shelves and displays in its attempt to right itself.

"Then what am I supposed to do, act as bait!?" NRG cried.

"Pakmar does not care! Go act as bait somewhere else! Away from Pakmar's shop!" Pakmar screamed as the Prypiatosian-B pulled the diminutive alien off of his face and tossed him to the ground as before he charged the massive beast and drew back a fist, slugging it in its exposed, armored underbelly. The Brynjaak bellowed with annoyance and clambered to its food, swinging its head and knocking NRG off of his feet and into another shelf. The beast opened its jaws, an all too familiar glow getting brighter at the back of its throat as NRG raised an arm to block the attack; instead of hot fire spewing out from the animal's mouth however, a stream of freezing water poured from its jaws, nailing NRG in the face, steam curling off of his body as he howled in agony.

"AGH! NRG IS IN PAIN!" he howled as he scrambled to his feet and ran around in a panic. The Brynjaak roared and ran after him, chasing him all over the store as Venus and Robecca latched onto its wing and tail, trying to weigh it down while Pakmar ran after them all wielding a broom, trying to shoo them all out of his shop before they wrecked the place; unfortunately for him, it was a bit too late for that.

"Out of Pakmar's shop! Out!" he cried, beating the Brynjaak's tail without any effect whatsoever.

"You're only making her angrier, luv!" Robecca cried as she clung onto the middle of the tail, gripping onto the crude armor with her fingers. The dragon-like alien bellowed as it snapped its wet jaws, missing NRG by inches as he dove behind a stack of crates and popped back out, his grill glowing an ever ominous red in color.

"Ben! Don't!" Venus cried.

"Don't do it, mate!" Robecca cried.

"NOOOOOOOOOOOOO!" Pakmar wailed as NRG fired, their warnings too little, too late. A red, hot beam of radioactive energy shot out from his grill plate and hit the Brynjaak's skull helmet, bouncing off of it and smashing into a stack of crates, a loud hissing sound filling the room as the dust settled.

"Clearly, Pakmar did not think this through." Pakmar sighed wearily.

*KA-BOOM!*

Out of the massive ball of fire flew one Prypiatosian-B, one plant monster, one robot, and one Brynjaak, all of them covered in soot and ash as they flew far away from the smoldering remains of the shop and into the back alleyways of Undertown; Pakmar was sent flying towards Spaceman's Wharf, where he no doubt likely be spouting out curses as well as water until someone was kind enough to fish him out of the drink.

"Oh, NRG's head hurts." NRG groaned as he sat up, rubbing the top of his suit as Venus and Robecca slid off of him, also groaning and dusting themselves off; the Bryjaak climbed to its feet, shaking the layer of ash and soot from its armor and seeming to not be suffering from any of the ill effects the others were. It took the opportunity to charge at NRG, bellowing as it lashed out with its tail and through him into an old, abandoned building, reducing it to rubble in one shot before dousing it with another jet of water. NRG groaned and hauled himself out of the wreckage just as the Brynjaak clamped its jaws over him and threw him across the empty junkyard where he crashed into the wreckage of a parked car where the beast proceeded to to tear apart his suit with loud, metallic shrieks of protest coming from NRG's armor.

"Do something!" NRG cried.

"What? Everything we throw at her doesn't even affect her!" Venus cried.

"It is wearing armor!" NRG grunted as the tentacles on the base of the Brynjaak's jaw slithered into the suit after it had yanked the lid off and jammed themselves into the Prypiatosian-B's energy body, siphoning off bits as it fed. "Do something!" he repeated.

Venus was still clueless as to what her boyfriend was getting at, but Robecca seemed to understand. She raced over to the dragon-like beast and jumped onto its back, digging her fingers underneath a loose plate of armor and, with a bit of effort, bent it upwards and exposed the vulnerable, lime green skin underneath. She quickly drew back her hand and punched the area as hard as she could, wincing when the animal let out a loud whimper and withdrew its head from NRG's suit, turning to glare at her as it salivated; Robecca could only guess that it thought she was a smaller, weaker meal and was imaging what sort of delicious treasure sat inside of her protective casing.

"You're up, Venus!" Robecca cried as she activated her rocket boots and flew out of the way just before the beast's jaws snapped shut on the place she had been seconds before. The plant monster nodded and stomped a foot into the earth, a small bush popping out at her feet. She reached for her belt and pulled off her special growth formula she had formulated herself and stored inside of a spritz bottle for easy use; she pulled the trigger and sprinkled the plant with her formula, stepping back as the ground rumbled and the plant grew in size, blooming into a trio of orange roses with gaping, snaggle-toothed jaws at their centers and sharp thorns on their stems.

"Sick 'em, boy!" Venus commanded, jamming a finger at the Brynjaak.

"Just don't hurt Metalwing too much!" NRG groaned as the Brynjaak turned its attention to the massive plant with annoyance, savagely biting one of the stems with its maw and instantly regretting it as it spat out a mouthful of thorns, whimpering like a puppy who had just hurt its paw. The plant creature hissed with pleasure as it snapped its three heads forward and latched onto three different parts of its armor, tearing them off with their acuminous bridgework with ease and exposing the vulnerable skin underneath that they proceeded to lace with a sort of acidic juice that they spat from their hungry maws. Metalwing screeched in agony, flapping its wings to gain height just before the hungry plant sank its fangs into its tail, quickly dismantling the spiked weapon at the end before they converged on the assailable skin; the Omnitrix and Nemetrix thankfully timed out before they could get too much of a taste, returning Jane to the world in a flash of bright, red and green lights.

"As proud as I am that my ghoul can take such a beating, we gotta put her down and quickly." Ben heaved, climbing to his feet. "We need to knock her out before she can change again."

"You mean like she is now?" Robecca asked, descending down from the air.

"WHAT!?" Ben cried a second too late as Jane slapped the activation button and was engulfed in a bright red light, her DNA changing as the Nemetrix did its work. Her arms were sucked into her side like they were spaghetti noodles as her legs lengthened before slowly melting together into a single limb. A sickening cracking noise filled the air as her leg bones bent in almost a hundred different places, the rest of her body becoming more flexible with every passing second while her violet skin began to blister horribly until it exploded into thousands of diamond-shaped scales. Her long belly turned a bright white in color, becoming turn into large scales perfect for moving along the ground as black stripes slowly materialized onto her person. Her head bulged outwards into a reptilian snout, six fleshy growths sprouting from her skull as her eyes split into a second pair. A loud grinding noise filled the air as her teeth grew into thin, sharp fangs and her tongue spit in two at the end. The final transformation was the addition of the Nemetrix around her neck and a loud, wet, splitting sound as nearly a dozen curved blades split outwards from the bones that made up her neck, forming a sort of hood.

The massive, alien snake hissed loudly before it launched itself at Ben, clamping its jaws shut on the spot he had been moments before he rolled out of harms way. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix reappeared on a green and white belt around the alien's waist, completing the transformation.

"Good luck trying to catch Teleportail!" the Vong Linducher chattered before his twin tails ripped a hole through reality and he disappeared in a burst of bright light. The Vortex Viper merely flickered its tongue before sparks suddenly danced across its large, metallic blades and slithered over to the spot where Teleportail had been moments ago. The Vortex Viper sampled the air again with its forked tongue a second time before electricity suddenly coursed across its body and it dove right towards the ground; instead of tunneling through the ground however, the snake seemed to tunnel right through the dimensional field, disappearing in a flash of bright light like Teleportail had moments before.

"Oh, that's not good." Venus winced as she scratched her creation behind the head like a dog, earning a happy panting from the large plant behemoth.

"SNAKE!" Teleportail screamed as he suddenly popped back into existence next to Robecca, scampering away just before the Vortex Viper followed suit, swishing its body from side to side as it gave chase after the Vong Linducher. Robecca ran after the massive snake and managed to grab hold of its tail, activating her rocket boots and flying off in the opposite direction just before the massive snake would have swallowed Teleportail whole. "No one eats my boyfriend!" she managed to grunt as she held the gigantic reptile back. "Not even my ghoulfriend!" she managed to add as she hauled the snake further.

"Hold her there for as long as you can, Robecca!" Teleportail chattered. "I'm gonna try to do a quick change!"

"H-hurry up!" Robecca grunted, slowly losing ground. "I don't know how much longer I can keep this-" she started to say before the Vortex suddenly went slack in her grip before giving an almighty pull; Venus lunged forward, grabbing hold of Robecca's legs as the Vortex Viper slammed into Teleportail and disappeared through another hole torn in the fabric of reality, dragging Robecca and Venus along with them and sending them off to some random location.

Venus's plant creature glanced around, whimpering.


"Refreshments are ready!" Sandra said with a smile as she walked out of the kitchen with a tray of lemonade and cookies in her hands and into the living room, setting the tray down on the coffee table between her and Persephone. The goddess smiled and thanked Sandra before pouring herself a glass of lemonade and snagging a cookie as Sandra waited patiently, not quite sure if there was a protocol or set of rules for how to deal with a god.

"You can grab some too." Persephone remarked, sipping her lemonade.

"Are you sure?" Sandra asked. "I don't wanna offend or anyth-"

"Please, just treat me as your normal guest," Persephone almost begged. "I have to deal with all of the other god's egos enough; my Mom and Poseidon are really the only ones who don't demand a lot of respect from everyone all that much." Persephone sighed. "And don't even get me started on Hades . . ."

"So, you're unhappy in your marriage?" Sandra asked, sampling some of her own lemonade.

"Some may say that," Persephone sighed, leaning back against the sofa. "I mean, being the wife of one of the Big Three is a pretty big honor and all, but I just wish he would stop obsessing over his work and getting revenge on our son."

"What do you mean?" Sandra wondered.

"Oh, you must not have gotten the full set of memories." Persephone sighed as she sat up and leaned over, about to touch her fingers to Sandra's forehead before the woman kindly waved her away.

"No, no, why don't you tell me about it." Sandra urged her.

"If you insist." Persephone shrugged before she began to tell Sandra about her first encounter with Ben, how she wasn't too entirely sure of him at first but gradually began to like him more and more as he degraded her husband further and further. Sandra listened attentively, laughing whenever Hades freaked out at a loss and wincing and fretting over Ben when he seemed to be nearing the end before her face would brighten up when he made a triumphant recovery.

"I have to ask Sandra," Persephone wiped her eyes after laughing so hard tears started to stream from her eyes. "Are you sure you're okay with Ben having a harem? Last time I checked that was sort of frowned upon in your culture. Then again, last time I checked was a few centuries ago." she mused.

Sandra sighed. "Is it alright if I just confess something?" she asked.

"Go ahead." Persephone shrugged. "I can't make any promises that I'll be the only one to hear though."

Sandra nodded. "It's just that . . . I love Ben like any mother would, but I'm always worried about him. I mean, more than usual." she added. "It's just that Ben's a very hard time finding any sort of romance around here from any girl at all. At first he had a crush on Kai Green, then had a relationship with Julie Yamamoto, then I'm suddenly hearing for the first time that Ben is engaged to a Four Arms-"

"Tetramand." Persephone corrected her.

"Yes, Tetramand," Sandra agreed. "And then Ben comes home one day, muttering about some Bullfrag girl-"

"Incursean." Persephone straightened.

"Incursean girl having some creepy crush on him, and then I find out that he broke up with Ester not too long ago." Sandra sighs. "I know Ben is trying as best as he can, but I really think that he'll just end up alone later in life. And I won't live to see any grand kids!"

"What does this have to do with Ben having a harem?" Persephone asked.

Sandra sighed once more before continuing. "I just don't want to see Ben hurt again," she confessed. "I'm sure all of his . . . ghouls . . . are wonderful girls, but I'm afraid that at some point or other they'll feel as if Ben isn't giving them the attention they need and will leave him for other men. I just don't want to see my baby hurt." she sighed unhappily.

"I don't think you'll have to worry about that." Persephone reassured her. "But why haven't you told Ben this?"

"He's always around at least one of his ghouls," Sandra explained. "I don't want to accidentally chase off any chance of my baby finally finding love when I tell him he'll have to be responsible."

"Ben is responsible?" Persephone cocked an eyebrow.

"Not normally," Sandra shrugged. "He does take his hero work very seriously when he has to, but other than that he doesn't seem to be very accountable on other things."

"You'd be surprised about how much Ben has grown over the past four months." Persephone smiled before a loud explosion rocked the ground very close to them. "What was that?" Persephone wondered, setting down her empty lemonade glass and half eaten cookie.

"Ben." Sandra shrugged. "Anytime you hear anything like that, you know my baby boy's nearby." The two woman got up from their seats and rushed to the front of the house where Sandra threw the door open just in time to see Teleportail, Robecca, Venus, and a very ticked off Vortex Viper suddenly flash into existence on the street outside, the massive snake cracking its long tail and sending the two ghouls flying a couple yards down before it quickly wrapped its coils around Teleportail and began to squeeze.

"Gah! C'mon . . . one more . . . time!" the Vong Linducher choked as he managed to tap the Omnitrix disk on his chest, engulfing himself in a brilliant, green light as the Omnitrix injected a new set of DNA into him. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned brown as large scales traveled up his legs and chest. His legs became thick and pillar like as his feet began to match those of an elephant. A thick tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol appeared on the sash.

Humungousaur let out a loud bellow as he fought against the Vortex Viper's hold on and quickly managed to pull himself free. The massive snake hissed angrily as it launched itself at the Vaxasaurian, only to be grabbed by the head in one large, meaty hand and taking hold of the tail in other one. He then released his hold on the animal's head and swung the gigantic snake around in a wide circle until he had built up enough momentum and bashed the Vortex Viper against a tree, stunning it for the moment.

"How do ya like me now, Slither Hole?" the Vaxasaurian grinned; the cock smirk was immediately dropped when an ever familiar, blood red light washed over the massive reptile, briefly changing it back into Jane before forcing another strand of DNA into her bloodstream. Her shoulders and back swelled with muscle and tissue as her bones grew bigger and bigger with a loud cracked noise. Her spine ground and cracked before splitting into a second pair right above the original, the transformation forcing it up and out from under her skin and into the open air where it quickly hardened into bony plates with two, sharp fins go outwards and another curving back. A long, bony tail whipped out from the base of her spine, muscle and tissue quickly enveloping it before skin and more bony plating covered the top, a spike forming on the end as four more, Stegosaurus-like spikes sprouted along her tail. Her legs made a sickening, wet sound as they split in two, forming a second pair that quickly bloated with muscle and bigger bones; her toes melted together into two, razor sharp claws as her heels ground and popped out as a third claw. Her body lengthened and became segmented as her arms split into not one, not two, but three pairs whose fingers quickly fused together into two large claws. Her head bulged outwards as razor sharp fangs ripped through her gums and four, bull-like horns grew on either side of her head. The skin around her head turned a blood red as her segmented underbelly turned a light lavender with the back plates turning a dark purple. A long, hollow horn sprouted out from her skull as her nostrils enlarged, completing the transformation as the Nemetrix formed around her neck.

"Aw, man." Humungousaur gulped nervously as Tyrannopede let out a loud bellow in his face before turning around on its four legs and smashing its tail down on him, sending him deep into the pavement. The Vaxasaurian quickly hauled himself out as the tail came back down for another swing; he was ready for it this time however and caught it in his large arms, turning around and struggling for a few moments before managed to flip the gigantic, alien tyrannosaur onto its back with great effort. Tyrannopede merely growled with annoyance as it managed to flip itself over and climb back up onto its legs, shooting a jet of thick webbing form the hollow horn on its head. Humungousaur quickly dodged out of the way and ducked behind a parked car as another jet of webbing ensnared the vehicle.

"Eat this!" Humungousaur bellowed as he hauled the car up onto his shoulders and chucked it at Tyrannopede's head, succeeding in striking it and dazing it long enough for him to get underneath it. The massive carnivore would not have any of it and raised up on of its legs and stomped down onto Humungousaur's back, pinning up to the ground as it turned around and spat another jet of webbing out from its jaws. The Vaxasaurian struggled inside of the cocoon as Tyrannopede grabbed it by an end in its jaws and shook its head like a bulldog before it split open and it tossed the both of them down the street.

"Ugh, I don't know how much more of this I can take." Humungousaur groaned as he climbed to feet to stare down the gigantic carnivore on the other end of the street.

"Benjamin Kirby Tennyson!"

"Mom!?" the Vaxasaurian panicked, both predator and prey turning their attention to the furious woman that was standing on the sidewalk with Lady Persephone at her side, looking somewhat indifferent with perhaps a hint of worry in her eyes. "I thought this street looked familiar." Humungousaur grumbled under his breath as Sandra marched off the sidewalk and over to him, utterly being dwarfed by the Vaxasaurian's huge frame.

"Just what do you think you are doing?" she frowned.

"Trying not to get eaten." Humungousaur replied.

"When you should be with your ghoulfriends?" Sandra's frown deepened. "I cannot believe this! You have a hard enough time getting any sort of girl here, but you away to another dimension for four months and come back with a harem of all things!? Do you have any idea how much responsibility that takes!"

"Well, yeah, but-" Humungousaur started to say before Sandra interrupted him.

"I'll admit at first I was uncomfortable with the idea of you having a harem, but I trusted that you knew what you were doing, but what do I see? First chance you get, you ditch them to fight this monstrosity!"

"Uh, Mom?" Humungousaur tried to edge in, but Sandra had turned her attention away from him to the massive animal that dwarfed the both of them.

"And as for you! Trying to devour my son after he's only been home for a few hours after coming home from an absence of four months!? What kind of monster are you!? Get out of here you ugly beast and leave my son ALONE!" Sandra roared angrily.

"Um, Mom?"

"WHAT!?" Sandra heaved, trying to calm herself down. Humungousaur merely pointed behind her, and she whirled around to glare back at the Tyrannopede before realizing something. Where as before the animal's eyes had been a blood red in color, they were now a sky blue. On top of that, the beast seemed to be getting smaller and less muscled as time passed, extra arms and legs fusing back together or slurping back up inside of the shrinking body until there were only two of each. The tail cracked and groaned before slowly edging its way back up into the spine, the spikes melting back into the flesh before the tail disappeared all together. The horns were forced back into the shrinking skull as indigo and magenta locks started form on the bald scalp and the three different colors of the beast suddenly flashed into a deep lavender in color as the two claws on the shifting mass's hands split into five digits, the skin softening and becoming smooth after a time. The head folded in one itself until it was roughly a ball in shape, two small, circular flaps forming on either side as the eyes shifted back to the front of the head, completing the transformation as an ever familiar set of clothes formed around the person.

"That." was all the Vaxasaurian could say as Jane starred back at them with a horrified look. She upon her hands, at the wretched device strapped to her left wrist, and then looked to Sandra and Humungousaur with tears starting to form in her eyes.

"Oh." Sandra winced. "I'm sorry, dear. I didn't mean to-"

Jane suddenly gave a blood curdling scream as she blocked out all outside thoughts and senses and focused on one image inside of her head, the changes beginning almost immediately. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

With the Nemetrix in the form of a collar around her neck, the eagle gave a screech and flapped its wings, taking to the skies and soaring overhead until she was nothing but a dot in the sky.

Humungousaur sighed and pinched his brow, as if tired. "Mom, you know I love you, right?" he asked wearily.

"Yes." Sandra nodded, feeling incredibly bad.

"Then you know that it pains me when I say that you are the biggest jerk I have come across today." he sighed with disappointment in his voice. "I'm gonna go see if I can't get her to calm down." he said with exhaustion as he slapped the Omnitrix on his sash and was engulfed in a bright green light. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"Hopefully I can fix whatever shattered pieces of Jane remain." Crashhopper mumbled under his breath as he bent his legs and launched himself the length of three city blocks in a single bound.

"What have I done?" Sandra wondered to herself in a horrified voice.

"Don't worry, Ben! We're here to save you!" Venus cried as she and Robecca came charging out of the backyard, weapon cocked and loaded and rocket boots ready and raring. "Where did he go?" she wondered when she saw the empty street.

"He went after Jane," Persephone explained as she tried to console Sandra. "She kinda . . . lost it." Persephone merely said, patting Sandra on the back as she sobbed quietly.

"Sphinx." Robecca cursed as she hooked her arms under Venus's and took to the air, chasing after Crashhopper as he bounded from street to street in chase of the violet stained eagle.


Jane held her head in her hands, her mind a hurricane of thoughts and emotions. She sat on an old merry-go-round on the edge of an abandoned playground that the city hadn't found the funds to remove; old swings creaked and groaned as they swung back and forth in the breeze, the wood chip pit that prevented many scraps and bruises now overgrown with weeds and plants, and slide fortress now starting to rot. The merry-go-round moaned in protest as she sat back up, drying her eyes when she moved her body back to lie down on the multicolored, metal disk.

Why had Sandra said those things about her? About how she was hideous and deformed? About how she was nothing more than . . . a monster? How could she say those things? Jane had tried to be nothing but nice to her ever since they were introduced by Ben, and for once in a long time, Jane had felt as if she had been fully accepted by someone other than her ghoulfriends and Ben. It felt she had taken a big step into getting over her severe shyness and awkward social skills, but all that progress that been destroyed in less than a few, cruel sentences.

Her attention was broken away by a small chirping noise. Jane sat herself back up to see a small chickadee sitting on one of the merry-go-round's handles, cocking its head at her and chirping once more. Jane smiled and reached out with a cautious hand as the small songbird hopped along the railing and rubbed its head against her fingers, a small smile coming to Jane's face. A dull clang caught her attention and she turned to see a pair of squirrels looking at her with their wide eyes.

"So fairy tale." Jane smiled as the two squirrels scampered over to her and sat on their haunches as a cardinal, pair of robins, and crow descended from the sky and landed at different points all around her; a stray cat hopped up onto the merry-go-round and curled up in Jane's lap as a box turtle crawled up to Jane's feet, looking up at her with a sleepy expression.

"Thanks." Jane smiled; the robins chirped a quick serenade as the crow cawed loudly and off key.

"Yes, I suppose it is rather unusual for someone to talk to animals." Jane sighed. "But it's a lot easier than talking to other people and monsters."

The chickadee in her hand gently pecked her thump and sang its sweet song. "N-no, I really d-don't sing all that well." Jane stammered; the animals quickly encouraged her to at least try and Jane soon gave way under their kind words. "I-I don't really know any songs, so I'll . . . improvise?" she winced, expecting some protest coming from her new friends; there were none to be had as she took in a deep breath and attempted to sing.

"Animals are better than people. Tell me, don't you think that's true?" Jane sang as best as she could, the birds encouraging her quietly so as not to interrupt.

"Yes, people will beat you and curse you and cheat you, every one of them's bad except me."

"But people smell better than animals. Tell me, don't you think that I'm right?"

"That's true as can be, for all except me."

"Good night." Jane hummed quietly, ending the little ditty she had made up on the spot and relaxing back onto the merry-go-round feeling much better than before; the birds gave her comforting tweets and caws before heading off once more as the cat and squirrels said their farewells before getting back to their beforehand businesses. The turtle turned to leave as fast as could, moving about a couple inches after a minute or so.

"You're a pretty good singer."

Jane sat up on the merry-go-round at the familiar voice to see Crashhopper walk out from behind a large oak tree as the Omnitrix timed out and returned Ben to the world as he sat down next to Jane on the merry-go-round. "You okay?" he asked.

"I'm not really sure." Jane admitted.

"If it makes you feel any better, my Mom didn't know you were a Tyrannopede." Ben told her after a few moments of silence. "She just assumed you some mindless, alien monster set out to destroy me."

"Ben? That's not really helping." Jane said sadly.

"Sorry." Ben apologized. "But why are you so upset over what my Mom said?"

"It's just that . . . everything she is true." Jane hung her head with shame. "I'm nothing more than a monster, even more so than now with this cursed device strapped to me." she gestured to the Nemetrix on her wrist. "Plus, she kinda scares me now after she yelled at you."

"Yeah, she is kinda scary at times." Ben admitted with a small smile. "But you aren't a monster. Not in the literary term anyway." Ben corrected himself. "You are a kind, sweet, smart ghoul who strives to help those she cares about once she's gotten over her own personal obstacles. Animals love you, and me and the ghouls adore you. We'd miss you if you were gone and we can't imagine life without you by our side, filling our lives with the animal-related mayhem and mishaps that we've come to enjoy. You may not realize it, Jane, but you do matter. You may not matter to a lot of people, but you matter to those who care."

"Couldn't said it better myself, luv." Robecca smiled as she came down from the sky, dropping Venus low to the ground.

"Yeah, who cares what other people think?" Venus smiled. "I cut my hair with a weed whacker once, and I've kept it just like this ever since, no matter what my Mom said." the plant monster gestured to her head.

"Exactly." Ben smiled. "But we should still see if we can't get that thing off of you." he added, pointing to the Nemetrix before turning to the Omnitrix and tapping it; the device buzzed a few times before it connected and Grandpa Max's voice came from the other end.

"How goes the chase, Ben?" he asked.

"Crisis averted, Grandpa." Ben replied. "We managed to stop Jane and were waiting at Adleman Park for pick up."

"How did you get all the way from Plumber Headquarters to Adleman Park?" Ma x wondered.

"It's a long story." Ben sighed.

"Fair enough," Max said from the other end. "But I want a full report on my desk by the end of the week. Or at the very least, an eye witness account this afternoon."

"See ya, Grandpda." Ben signed off before turning to the ghouls. "You up for smoothies?"

"Smoothies?" Venus cocked an eyebrow.

Ben smiled. "Allow me to introduce you to the greatest refreshments stand in the entire multiverse." he said, climbing off of the merry-go-round and taking Jane's hand as they left the park behind to partake in what the ghouls would later find out to be the single greatest establishment they would ever visit.

Once they got past the unusual flavors that is.

And there we go!

And what is this? It seems even I have succumb to the horrid disease known as Frozenitus! AHHHHH!

Anyways, if you didn't see your predator in this chapter, fret not, for new ones will debut later! But for now, here are the current predators that appeared in this chapter and their respective creators.

Antlerback (Wildvine's predator) - Creaturemaster

Slamworm (Armodrillo's predator) – Ben 10: Omniverse

DisgusThing (Toepick's predator) – Master-of-Dreams (DeviantArt)

Corrosive (RazrEdge's predator) – Morantis

Crabdozer (Heatblast's predator) – Ben 10: Omniverse

Goreilla (Swampfire's predator) – Sarcasm is a Habit

Metalwing (NRG's predator) – DJ Rodriguez

Slither Hole (Teleportail's predator) – Darkness Rissing

Tyrannopede (Humungousaur's predator) – Ben 10: Omniverse

Once again, I would just like to thank everyone that participated in the Nemetrix predator contest, and then thank everyone else for taking the time to tune in and read this wonderful work of mine. You guys and gals are the best.

As always, comment, review, suggest, and request down below.

Hasta Luego!