Good evening, princes and princesses.

I thought it only fair to warn you that the chapter you are about to read may disturb you. It may shock. It may even horrify you!

*coughs up a hairball*

You've been warned.

Also, I've noticed that your car has broken down on this lonesome, country road, a place so remote that no one can hear your screams!

Pretend I didn't say that.

Come in, come in, but be warned. If you enter, you may be subjected to my tales . . . TALES DESIGNED TO MAKE YOU REVIEW MY CHAPTER! MUA-AHAHAHAHAHAHAHA!

Sorry. I was thinking of something funny I heard earlier.

But in all serious guys and ghouls, thank you for the awesome and kind feedback from you. Once again, I honestly don't know where I would be without you guys giving me spooktacular ideas and creeperific criticism to work with; so if you've got hands, claws, tentacles, or whatever it is you got, give your a pat on the back and a round of applause!

And for those of you worried or concerned, I am perfectly fine after my . . . absence last chapter. After I came to, applied an ice pack to my head, and managed to blackmail Maddie into holding still long enough for us to talk by threatening to throw her little hat into my fireplace, we have come to an agreement that Maddie will tell me nicely if I am being too slow on the story and other things; hopefully without the mallet or any other nasty surprises she might have up her sleeve.

Who says they're up my sleeve?

Get back in the story, Maddie! Your services are not required yet! And put that mallet away, you are seriously starting to scare me!

Aw . . .

Anyways, enough of my senseless babbling. Onto your questions and review answers!

Karlos1234ify – Yeah, I guess making Dexter turn into the Beast was a given at one point or another, given how much its been implied in the books (which I unfortunately never had the time to read) and other fanfiction stories (I would highly recommend reading The Raven and her Beast and it's predecessor After Ever After, both by .7). As for Grimm trying to force Dexter and Rosabella together, it'll probably happen sooner or later (knowing Grimm, sooner if he can get past balancing the school's budget and dealing with a pair of seriously ticked off White parents).

Guest – Thank you for the author's name; if I find the story to my liking, I'll see if I can't work it into an alternate universe for my one-shot series. As for your alien transformation OC, once again I already have a compiled list that I fully intend to put in at one point or another in this story, so I'm not really looking for anymore. Plus, with all the other aliens I have to fit in at least once into my story . . . it'll be a long and bumpy road. And no, I have not read NU: The Killing nor will Phantux have minions. Right now though, Phantux will appear passive, like Ghostfreak the first couple of times in the original series, but when he starts to come some more and feed off of Apple's insecurities . . . then maybe we can give him a musical number. And yes, I have seen Master-of-Dream's artwork (he actually let me use his version of Ventrilosquid for the last chapter. Mental note, go make and give him the credit he deserves).

spurlinpatricksean2 – I'm glad you're enjoying the chapter. And don't worry about Apple; between my plans to write in Spring Unsprung and Way to Wonderland, I have my own idea for a little special that could very well be considered for Monster High or Ever After High to pick up for future Xovers, but I'll you with this: what if Apple were to some how come across a genie?

marshman101 – It'll be a brutal (and very costly) fight before Dexter's able to realize that, but I think I'll probably write in a less negative light; not all girls like heroes, after all.

Numbervania – I'm glad you enjoyed the chapter, especially the new alien. The reason I didn't give Ventrilosquid the ability to speak is because it makes more unique amongst the aliens, similar to how Wildmutt was in the original series because he was the only one of Ben's transformations that couldn't talk. As for Kitty, that little mess will be saved for later, but it will happen. Maybe not in a big chase scene, but it will happen.

Hat-tastic324 – I'm glad you enjoyed the chapter, and as for the idea where Ben is turned into a girl, it will happen just not in the way you expect it. And I'll make sure to pass on your regards to Maddie (provided she doesn't hit me over the head with a mallet again).

masterart – I appreciate the work you've been doing, but I already have a song selected for the Halloween chapter that I have been wanting to do for a long time. And dude, if you have to deal with Pinkie and Maddie, I pity you.

DracoAngel17 – I'll have you know that that girl was not only wielding a giant hammer, but splashed hot tea into my four eyes to do it! And seriously, this is Maddie we're talking about! If you think I was shamed by you, you should have seen Hades' reaction; I swear, if Olympians could die, he did (which is really ironic, now that I think about it). Sadly, no, I did not see Boo York Boo York, but another reader did give me a clawsome idea that very well could be used to my advantage.

Menatron the Angel of Ideas – I actually am highly considering on bringing Attea into this story at some point in time; she would make a nice addition to the story, plus a good chance to redeem a villain or two.

Redrangerlegacy – Yes! Yes! Cower beneath the awesome power of breaking the fourth wall! And, too be fair, it's not Dexter that's in control at the moment . . .

Isom – You hit the nail right on the head; there will be a King Kong reference in here (was there any doubt?), and you're right; losing Raven to Ben was more like the straw that broke the camel's back, with all the time Dexter spent in his brother's shadow.

Codecrash – I know, right? Future Monster High/Ever After High Xover confirmed! Either way, I think it's more like option B with how Cedar came to be; I'm gonna guess that the Blue Fairy might be considered something of a grandmother to Cedar, considering she's technically Pinocchio's mom with Geppetto being his father.

KittyWolf – Kitty will be joining the harem because, unlike Toralei, she's not a complete jerk. As for going into the Omnitrix, I'm slightly hesitant about that just because it might be really awkward or difficult to write.

Cartoonfan10 – Close. Very close.

Darkness Rissing – Once again, you manage to predict almost exactly of what will happen. To borrow a line from a evil scientist who is commonly mistaken for a pharmacist and has a semi-aquatic, fedora wearing monotreme for a nemesis, "Curse you Darkness Rissing the Reader!" Stop reading my mind! Of course, you realize this means that I'll have to mix things up a little . . .

Kaiju Fan – Yes, I am a guy. Apologies for the awkward awkwardness XD And to answer your question, Ventrilosquid is actually not an OC. He's one of the few aliens that, unlike Spitter or Sandbox, was said to be in the Omnitrix but never mentioned in the series (the writers confirmed it themselves). The version I used was made by the wonderful artist Master-of-Dreams on DeviantArt (yes, I got his permission. Which means I need to make a correction to the last chapter and give him the credit he deserves). And how dare you try to get Maddie to hit me over the head with a mallet again! WHERE IS YOUR HUMANITY!? I can however, confirm that Astranova will appear; whether or not she joins the harem, I'm not saying, but if you think she should be with Ben, consider voting on the next poll for my 'Cupid's Crystal Ball' one-shot series. On an unrelated note, how in the name of Swampfire did you figure out half of what's in the following chapter!? And yes, EVO Xenomorph-like monsters would be absolutely terrifying. Also, I am highly contemplating Ben getting turned into an EVO monster of his aliens and Skurd.

Chocojumping887 – The number of girls from Ever After High in Ben's harem will obviously be smaller, just because the show itself has a lack of a large number of characters like Monster High does; I'm hesitant on letting Lilly Bo Peep join the harem just because she hasn't even said a single word yet in all her appearances and there is deep information about her that I could use. I would like to give her a slightly bigger roll than she has in the series though, so I'll see what I can do.

mechazard101 – I've been working on drawing a picture of Jigsaw myself to post on my DeviantArt account, and that will hopefully be up soon; my username is Fanficwriter1, and my profile pictures or Phobos (I managed to get a wonderful artist by the name of Holycrap1992 to draw him and I have to say, Phobos never looked better ). I'm flattered that you want to draw him though.

storygirl99210 – Well . . . this is Halloween, this is Halloween! Pumpkins scream in the dead of night! This Halloween, everybody make a scene! Trick or treat till the neighbors gonna die of fright! It's our town, everybody scream in this town of Halloween!

Stop singing! You're stalling!

Sorry, Maddie. Please put those cymbals away.

Lord Dominator – I doubt even Maddie knows that much, but there's always Professor Paradox and hesiciah Steam if you've got questions. As for Astranova, I've been getting so many requests for her to appear that I can't refuse it; plus, another reader gave me a spell-tacular idea on how to incorporate her into this whole mess, too. So count on it!

Erebor – Aw, you really think so? Stop, you're making me blush. You probably can't tell 'cause of my pale, undead face, but you get the gist . . .

.10 – It'll take a little time, but he'll get it back together by the end, that much I can guarantee without spoling anything.

The Question – Far more sinister than what they've planned before (maybe). As for Monster High and the location names, the way I see it is that it's similar to the original Monster High series; Normies and Monsters live together and call the locations by whatever they call it. Monsters call it Scaris and Normies call it Paris, meaning the same thing. As for Monster High, I was actually going to cover that in a later chapter, like I'm doing with the occasional flashbacks to Ben's dimension.

Gojira – No, the Evil Queen has nothing to do with this one. This is all Dexter's doing (OR IS IT!?) and trust me when I say I have no intention of breaking Ashlynn and hunter apart; maybe in a one-shot that pairs Ashlynn and Ben together, but never in my main story. I never mess with canon outright.

maverickmoxey2000 – Wow, dude (or dudette). Sorry to hear that. And actually, Hunter could build things relatively quickly even before he was fused with Jury Rigg's DNA (Aliens wiki says he's called a Planchakule, but I'll believe it when I see it on Ben 10's wiki). And yeah, Toralei had provided some inspiration for Bad Apple; as for the idea that other 'heroes' come and try their luck against Ben, it would make a considerable 'running gag', like Ben returning to the Underworld and kicking Hades' butt in the last story. Also, thanks for the Cedar idea. I'll admit, she's a hard character to write, only because she doesn't appear as often as, say, Cerise or Maddie do. And if you ever have problems with Kitty, send her my way. I think I might be able to convince Maddie to help.

fantasylover4evr – Glad you managed to catch up! Enjoy the following chapter!

Unknown – No, I haven't read Bcarandang1's Xover, but I might consider it now that you mention it (if only I had more time on my hands. What I wouldn't give to be Clockwork). As for Spanner, I think now that the two universes are merged he's really nothing more than a distant memory and that he doesn't exist in the now main timeline (maybe in an alternate dimension where Ben never went to the Monster World). Skurd, I think with the addition of the Biomnitrix's and if he should actually last/live that long, would possibly make it something like a Triomnitrix, giving a Biomnitrix alien an added bonus, per say. Something like giving Fourmungousaur a pair of Stinkfly wings or something like that.

morganoth – That actually is what happened. It will be further explained, but Diagon won't be returning for this story (I believe he is quite literally dead as a god can be).

Smokescreen2814 – Thank you for considering to read my story! I shall try to make this as enjoyable as possible for a strict Ben 10 fan such as yourself.

Soos – Not much, dude. How're things down at the Mystery Shack? I am surprised, to say the least, that a character from another franchise entirely managed to clear the interdimensional problems it takes to read this kind of thing, so good on ya! As for your dream question, she most likely will get more premonitions later on in the story when things get serious, but right now it's mostly just comforting/terrifying her for the moment, warning her of something far sinister down the road.

Smaug – Yeah, Apple doesn't strike me as the immediate harem girl either. So, I guess that means I'll have to punish her and make sure she learns her lesson! MUA-AHAHAHAHAHAHA!

Zak Saturday – I'm a Tetramand of my word. Even when I'm dead!

luciayshadow – Sadly not sure if Ventrilosquid will appear in the Ben 10 reboot they're planning, but here's hoping! Now onto your ideas: I know you're really hoping that Myaxx and Euince will appear at least once, but right now it just seems unnecessary; maybe they'll appear in one of the side adventures the ghouls go on back in Ben's dimension, but right now that idea's still on the shelf. As for Cooper . . . yeah, the guy could use some love, huh? Consider it done (eventually)! I don't think Darkstar would form an alliance with another vampire (even if he is reformed), 'cause that just leads to fights over who gets more energy and whatnot. As for your fourth idea . . . this could work. Skelita and Venus sadly won't be able to attend (you'll have to read on to see why), but I think I can arrange for Bonita and another ghoul or two to embark on la búsqueda épica you have set out for them. Consider it on the 'Absolutely . . . probably . . . maybe' list, so named after everyone's favorite, bumbling Galvan tech support.

Fox Boss – Well, if this is to be 'realistic' enough, Dexter would have to act accordingly. And having his crush stolen from him might make him act similarly. So . . . please be patient.

NecrorexSparda Juubi-No-Kishin – Sorry, no. The appearance of alpha has it's uses and reasons, I promise you, but it's nothing too serious that I am going into.

I wanna answer the last one! I like her the most!

Oh, fine. Make it quick though. We've been talking long enough.

Royal Rebel – Hiya, there! I'm Maddie, if you didn't already know that! Now enough tapping the hedgehog with a flamingo, onto your questions and the answers I shall provide! Even if Riding Hood were able to do that kinda thing, it would only happen in time of pure stress, and even then I doubt she would be strong enough to lift up a building (it would be wicked though!). As for Astranova, you can bet your teacups she'll appear at a later date; she kinda got lost on her trip around this galaxy. Oh, well! Stop by the tea shop anytime and ask for me! I've got some . . . tricks up my sleeve.

Maddie, what did I say about flirting with the readers?

Oh, come on! She likes tea, I like tea! She's mad, I'm madder! We're perfect for each other!

How do you even know 'she' is a she, anyway?

I love you, Royal Rebel!

Maddie, just . . . just, no. Go and drink some tea or something, just don't do it here!

Party-pooper . . . I'll wait for you Royal Rebel!

Get out of here already! Ahem. My apologies. Maddie got into some bad tea mix yesterday and it's driving both me and her up the wall; I'd ask Hades to help me get rid of her, but he likes her as much I do. Plus, she absolutely refuses to room/bunk with anyone else but of my unlife's miseries and woes! Before we begin, I would like to thank luciayshadow for giving me an idea for Skelita's second alien form! That's right, boos and ghouls, everyone's favorite skeleton is getting an upgrade (no, she doesn't get Upgrade. That's just a bad use of a pun right there).

GET ON WITH THE CHAPTER!

I THOUGHT YOU WE'RE DRINKING TEA!?

As always, comment, review, suggest, and request down below! Also, I own nothing by Skillet or Micheal Jackson. Don't sue me!

Onward!

Hey, that's my line!

Rook didn't move.

He didn't flinch or twitch a single muscle. Heck, he hardly even breathed as he kept the Proto-Tool trained on the ever shifting figure of Alpha; the room was the equivalent of a mausoleum, no one daring to make any sudden movements. Clawdeen as her claws spread out and her teeth clenched tightly, fighting against the feral growl in the back of her throat as Venus glared suspiciously as the crimson cloud of nanites. Jane hid behind her, peeking over her shoulder, unsure of what to make of the strange and rather frightening figure that stood between them and the Null Void Projector. Only Skelita, despite having nearly died at the hands of Alpha, retained an air of calmness over the situation, her expression not one of anger or fear nor of one of trust either.

"Alpha," Rook tried the foreign name in his mouth. "You are hereby ordered to surrender. You are under arrest for attempted murder and murder itself; if you do not comply within the time span of exactly twenty seconds, we will be forced to shoot."

"And you wouldn't want to make us do that." Clawdeen snarled, a slight roar behind her fangs.

The nanite figure didn't seem to be even remotely deterred by the werewolf's threat. "Why show such needless aggression? I have no animosity to you." Alpha quirked an eyebrow.

"You just tried to kill one of cadets!" Rook argued crossly.

"Not kill," Alpha corrected in his eerily calm manner of innocence. "Merely inhabit her body."

"Oh, that makes it so much better." Venus rolled her eyes. "Just be glad Ben isn't here, otherwise you would be toast."

Venus' words made Alpha pause, his sinister glare becoming deeper as he swiftly thrust her arms out towards them, his nanite composition allowing him to grow his hands to massive proportions and sprout new limbs as he grew four large arms and pinned Rook, Skelita, and Clawdeen in the first, Venus and Jane in the second, and the small army of Plumbers agents in the other two to the walls. "How do you know that name?" the crimson figure growled, calmly walking forward to receive his answer.

"We're his ghoulfriends, you jerk!" Clawdeen snarled, struggling to free herself; Rook pressed one of the many buttons on the Proto-Tool and watched as it folded and flexed and reconfigured itself into a bright orange energy saw. Once the weapon had settled, he began to cut away at the firm prison that held him, Clawdeen, and Skelita captive, the shifting figure of nanites not seeming to notice or care.

"Girlfriends? Biological mates?" Alpha quirked an eyebrow. "Rather unusual for a human to have so many."

"Get used to it, bub!" Venus shouted. "You aren't taking us out so easily, right, Jane?"

"R-Right." Jane gulped nervously as she focused on an image in her head and felt the changes begin. Her body began to swell and grow as muscle and tissue formed and packed themselves tightly against each other just under her skin, giving her shifting body a horrifically muscled appearance; her fingers stiffened and clenched as if Jane was in intense pain as her nails grew larger and more pointed, twisting into sharp claws while her feet tore through her shoes and came to nearly match her hands. Her spine arched and crunced as she was forced to hunch over, pushing against Alpha's hands as a thick, reptilian tail sprouted from the base of her spine and pushed her off of the wall, allowing her to slip through Alpha's fingers and fall to the floor where the transformation continued. Her face bulged forwards as her teeth cracked in her teeth and became dagger sharp, more teeth pushing up through her gums as her face elongated forward into a bear trap-like jaw; her eyes rotated farther apart on either side of her face as a long, yellow, forked tongue slipped past her lips and sampled the air. Powerful legs lifted Jane off of the ground as her neck expanded and thickened dramatically as thick, armored scales took the palce of her soft, purple skin; the Nemetrix appeared around her neck in the form of a spiked collar, completing the transformation.

With a loud hiss, the Komodo dragon lunged forward, racing at Alpha on its four, powerful legs with its saliva stained jaws wide open to expose sixty needle-like teeth that Jane quickly used to clamp tightly around the nanite construct's leg, twisting and shaking her head back and forth in a savage manner to quickly severe the limb and force Alpha to release his hold on Rook, Clawdeen, and Skelita to support himself in the absence of his leg.

Skelita wasted no time as she fell to the floor and quickly slammed a hand on the waiting activation button of her Omnitrix, engulfing her in a flash of orange light that changed and warped her body at the genetic level into something new. Her bones cracked and snapped loudly as they grew larger and began to thicken, hundreds upon thousands of firm rods forming inside of her marrow to give them extra structure and support as her rounded shoulder blades began to broaden slightly, allowing her chest and rib cage to grow larger as well. Her bony knuckles and fingers trembled and clenched slightly before exploding in size, wicked claws tipping each bony finger as her legs started to match her arms in size and strength. Skelita's lower jaw jutted outwards in a large underbite that let her two of her sharpening teeth to curve up over her upper jaw while horn-like protrusions started to form above her eye sockets. Now crimson muscles commenced their slow and steady invasion of her skeleton, coating her white bones in fat and tissue and packing particularly tightly around her legs and lower abdomen while skin began to form over her new muscles and flesh; soon after that, deep orange fur started to sprout all over her, coating Skelita in a thick carpet as black stripes etched their way across her legs, shoulders and back while patches on her stomach, jaw, hands, and feet formed. Her nonexistent bust swelled into existence just as a tight, black and marigold colored leotard materialized over her body, followed quickly by black finger-less gloves, open toe boots, and a luchador mask that matched her outfit and allowed a short, orange ponytail tipped a deep black to slip through. The transformation completed the Omnitrix appeared in the form of a slim belt around Skelita's waist and as two, large claws ripped out of both of her feet.

"Lemme tell ya somethin' Alpha, extraña criatura nanite de un universo paralelo! Furryosa will defeat you! Furyosa will hunt you down even though you're standing right here! You are no match for the genialidad of Furryosa!" the female Appoplexian bellowed loudly in deep baritone, yet feminine voice that made Clawdeen and Rook share odd looks with each other.

"Your senseless aggression . . . it does not make any sense." Alpha noted as the nanites from his fallen leg dispelled into a red cloud and flew back over to him; a new limb quickly sprouted where the old one had been torn off by Jane.

"I KNOW!" Furryosa roared as she clenched her fist and charged right at Alpha, dropping to the floor to curl herself up into a ball and roll at the constantly shifting figure before she popped up and stood on her strong hands to lash out with her feet; Alpha cried out with surprise as his face was slashed apart into a cloud of nanites that quickly reformed seconds later before Furryosa gave a swift shift of her body that let her nail Alpha in the gut and send him flying back, releasing the rest of the captive Plumbers and Venus.

"Go! Retreat and lock us in!" Rook ordered. "As of this moment, this room is on lock down on you are hereby ordered not release us until I have given you the command to do so!" he shouted sternly as his Proto-Tool shifted back into a blaster just time for him to take a few potshots at Alpha's swirling form.

Molly hesitated slightly. "Are you-

"Yes, Ms. Gunther, I am sure!" Rook said firmly, turning his Proto-Tool in a a bright orange power whip that he cracked loudly across the ground to hold Alpha at bay for a brief second. "Do not disobey a direct order from your Magister! GO!"

Molly sighed and quickly complied, following the rest of the retreating Plumbers into the elevator and watching as Rook, Furryosa, and a severely irked Komodo dragon attacked Alpha, holding him off long enough for the Plumbers to make their escape; with a loud roar, Jane surged right back at Alpha and propped herself up onto her hind legs at the last second, nailing a bone crushing bite to his neck as Furryosa in the chest.

"Keep 'im busy while I try to dial Polarize back in!" Clawdeen cried as she moved her hand to her own Omnitrix to join the fight.

Alpha caught sight of the werewolf and quickly sprouted another, rope-like arm to reach past and around Furryosa and Jane's attempts to subdue him to attach a clawed hand to the device around Clawdeen's wrist; she screamed with fear and anger and attempted to get him to let go as red, circuit patterns arched over the Omnitrix on her with a loud beeping noise before quickly retreating back to Alpha just as Rook cracked his whip at the spot his hand had been a moment ago. With a loud roar, Furryosa slugged him twice in the jaw before delivering a swift crane kick that sent him flying backwards.

"Such an interesting device." Alpha marveled. "More . . . complete than the last one." he noted as a section of his right wrist warped and shifted slightly before hardening and materializing into a more crude looking version of the Omnitrix around his wrist; the watch-like device was about twice as large as Clawdeen's and was embedded heavily into Alpha's shifting flesh, the design a dark red and gray in color in contrast to Clawdeen's purple and white.

"Yeah, well, enjoy it while you can!" Clawdeen snarled as she tapped her Omnitrix and slammed a hand down, waiting for the familiar purple light to wash over her and change her DNA. After a few seconds of waiting, nothing happened and the werewolf took a glance at the dark device, the familiar glow it gave off now dead. "What the Sphinx? He did something to my watch!"

"Yes, I did." Alpha confirmed with his ever eerie way of talking so calmly despite the situation; the stolen Omnitrix around his wrist glowed an ominous red in color. "Perhaps this time there is a form that may suit my needs." he breathed before the horrific Omnitrix upon his wrist swallowed him in a flash of red light and began to change him, his nanites forming a body for him to inhabit. Tough, crimson skin with a sickly hue to its shade started to form over Alpha's shifting arm, wrapping around his fingers with a loud splitting noise as his hands were morphed into three, strong, terrible claws with fleshy knobs tipping the knuckles; the skin traveled up Alpha's arm, crawling over his shoulder and moving onto his neck and chest as the nanites that made up his body began to compact and form themselves into stiff, strong muscles according to the blueprints the faulty Omnitrix provided. A loud, wet noise filled the air as two more muscled arms like the original suddenly exploded out of Alpha's sides in an ungodly manner, positioned in a functioning, yet almost painful manner as the first set of arms shifting slightly to look as if they had painfully sprouted from the nanite construct's shoulders. The sickly, crimson skin started to travel down to Alpha's legs, forming muscles that barely seemed to be contained underneath the tough exterior as three sharp talons with a fourth thrusting out of the back taking the place of his feet. His back swelled and bulked as a mane of greasy, black hair formed on his head and chin while his face protruded outwards in a rounded, amphibian-like nature; the jaws were quickly filled with sharp teeth as two, fleshy straps connected the upper and lower jaws together as two sets of glowing, red eyes formed on Alpha's face. Pulsing, blood red veins formed across his overly muscled body and glowed an ominous red as they all connected to the faulty Omnitrix jamming painfully out of his chest while a pair of black, ragged pants and undershirt materialized on him.

"Oh, my ghoul." Venus whispered as Alpha Four Arms gave a low, bestial growl from its vice-like jaws while it flexed its horrific claws experimentally.

"Interesting . . ." the false Tetramand rasped.

"Lemme tell ya somethin' Alpha who has now stolen Clawdeen Wolf's Omnitrix in the hopes of finding a host body that he'll most likely never find! Furryosa will not stand for this! Furryosa will destroy you and patear el culo all the way to Hexico before I march all the way down there and kick it all the way back up here again! Y hacer que les guste, también!"

The EVO Tetramand roared and raised up two of its monstrous arms, using the other two to support its hulking weight, and merely slammed one of his hideous hands into Furryosa, sending her flying across the room and landing painfully on the floor; Jane hissed venomously at this and lunged at Alpha Four Arms, digging her sixty, bacteria-stained teeth into the thick skin on his shoulder she was pulled off by the adjacent arm and thrown clear across the room where she rolled along the floor for a couple of yards before she came to a stop and resumed her original form.

"You just made a huge mistake." Venus glared at Alpha as she tapped her own Omnitrix and slapped a hand on the waiting activation button without hesitation, encompassing herself in a flash of neon green light. She felt her skin harden into a soft, metallic sheen as it turned the color of oil and tar; arms and legs were reduced to near toothpicks with a loud squishing and cracking noise so that she didn't even reach Rook's knee. Venus' body became cylindrical in shape, her pointed legs sticking out of the bottom of her geometrical figure and her pointed hands that included nothing more than a two fingers and thumb out of her sides. A neon green lightning pattern etched itself down her front as two bolts appeared on either of her arms and shoulders; a 'plus' and 'minus' symbol appeared on her back as the Omnitrix appeared on her perfectly flat head, completing the transformation.

"Lets see what you can do up against this! Ahahahahaha!" Electra cackled mischievously.

Alpha Four Arms merely slowly blinked his four eyes with boredom as the Nosedeenian morphed into an electrical body and dove through the floor and into the inner workings of the Plumber base, working her way through the electrical system and wiring as Furryosa climbed to her feet and rushed at the false Tetramand overhead, slamming her feet into his chest to stun him before nailing him in the jaw with a swift kick that sent him stumbling back and forcing him to raise one of his arms in front of his face to protect himself. While the Appoplexian was briefly distracted by trying to slash through the arm that shielded the EVO Tetramand's face with the claws on her feet, another of the three arms suddenly moved and swatted Furryosa away like a fly, sending her skidding along the floor and leaving deep trails in the paneling where her claws dug through.

"Lemme tell ya somethin' Alpha, who has now stole Clawdeen Wolf's Omnitrix in the hopes of finding a host body that he'll most likely never find! Nobody shoots Furryosa in la cara and gets away with it! Not by un tiro largo! Or even a short shot!" the Appoplexian bellowed as she landed a roundhouse kick to Alpha Four Arms' gut and made him bend over in pain before she kicked him in the face and sent him reeling.

"Why does Skelita keep on kickin' him?" Clawdeen wondered as she ducked to avoid a wild swing of Alpha Four Arms' claws. "Wouldn't it be easier to punch 'im?"

"Female Appoplexians, unlike male Appoplexians, have lower body strength," Rook explained as he managed to shoot one of the false Tetramand's eyes. "They are more effective as warriors when they use their legs for attacks."

"Ever consider becoming a computer?" Clawdeen joked slightly as Alpha Four Arms gave a horrible bellow and swung its massive claws, sending Furryosa flying clear across the room where she smashed into the wall far off, leaving an Appoplexian-sized hole as she slid down the wall with a slight groan.

Clawdeen let out a long, feral howl before she dropped down to all fours and rushed right at the EVO Tetramand, leaping to the left and right to dodge punches that would have obliterated a building before she bunched up her legs and pounced upon him, slamming into him and throwing him to the ground long enough for her to lash out with her sharp claws and leave shallow grooves across his crimson skin; with a single swing of his arm, the EVO Tetramand sent her flying and climbed up off of the floor before Electra came flying out of the floor and blasted him with a large voltage of electricity, lighting him up like a Christmas tree.

With a dying screech, the bootleg Omnitrix timed out in a flash of red light and returned Alpha to his unstable, constantly shifting form where he received another blast of energy from the Nosedeenian.

"Keep firing, Ms. McFlytrap! It seems to be weakening!" Rook advised.

"Great idea! Woo-hoo! Woo-hoo! Woo-hoo!" Electra cackled.

"Famous last words." Alpha hissed as he activated the nanite powered Omnitrix secured tightly to his right wrist and swallowed himself in a burst of red light; sickly, black skin started to form over Alpha's figure while his fingers grew longer and more tentacle-like before metallic cubes tipped the very ends. His shoulders began to broaden, golden bolts thrusting almost painfully out of his shoulders and arms as two large tentacles with metallic tips sprouted from his shoulders and started to crack about violently while a twin, cable-like tails sprouted from the base of Alpha's spine. Three large claws grew from the nanite construct's feet as his jaw thrust out and sprouted a pair of saber-like teeth that curved up over his upper jaw while a single, blood red orb took the place of his eye. Two antennae thrust out from Alpha's head as the faulty Omnitrix appeared on his chest.

"Voltage." Electra cursed as Alpha Feedback gave a loud roar and flicked out a long, forked tongue past his needle-like teeth to sample the air before he raised his tentacle-tipped hands to curl around the small Nosedeenian and jam three plugs into her skin to siphon off and drain her of her power; Electra screamed in agony as her energy was slowly drained away from her.

Rook noticed this and aimed his blaster right at the EVO Conductoid's eye in the hopes of blinding it when he fired off several sniper shots; Alpha Conductoid unfortunately saw this coming and whipped out his two antennae to quickly absorb the Proto-Tool fire and then proceed to drain the weapon itself of its power and energy before retching it out out of Rook's grasp and tossing it away and out of reach.

"Venus!" Clawdeen cried as the Nosedeenian screamed in agony.

Unfortunately, this was a massive mistake on Alpha's part. A sudden, savage scream sliced through the air like a knife, drawing Alpha Feedback's attention towards where Jane had been thrown aside to see her furiously bring a fist down on the Nemetrix that resided on her wrist and engulf her in a flash of red light, changing her DNA into something new. Her skin crunched and snapped loudly as it compressed heavily in on itself and hardened into a thick shell; Jane's bones groaned and loudly pushed themselves to the surface of her skin, pushing aside her muscles and tissue to reach her hardening skin and quickly merge with it, forming a single, tough exterior over her like that of an arthropod's exoskeleton. Two, jointed legs suddenly exploded out from her sides with a loud and sickening slurping noise, glistening in the low light with moisture as her feet and toes fused together into hardened, pointed tips before bending backwards with a loud cracking noise to form a third pair of legs; her arms lengthened and her hands grew into gigantic, black blades as her fingers shifted and grew into blood red spikes to form a sort of deadly pincer. Jane's rear end and gut region began to swell into a thick, black abdomen as her lips disappeared and two of her canine teeth curved out to form massive pincers that dripped with highly toxic venom. Her lavender eyes split into three more while two, fleshy tendrils with metallic tips exploded out of her disappearing shoulders and bronze bolts popped out at her joints and along her back. The final addition to the gigantic, spider-like predator was the addition of the Nemetrix in the form of spiked collar around her nearly nonexistent neck.

"A Teslavorrian Therastrom." Rook remarked. "Very rare and almost extinct."

Clawdeen gazed upon the monstrous, spider-like predator as its fangs oozed with a toxic venom that pooled on the floor with a loud hissing noise while its tentacles cracked back and forth angrily. "Uh, what's it doin'?" she wondered.

"Most likely awaiting the rest of its pack; despite its gargantuan size in comparison to its prey, Teslavorrian Therastrom never attacks a Conductoid without backup." Rook explained. "It is unknown if it is an act of cowardice or-

Arachnattack didn't wait for Clawdeen to finish as she raised her serrated forelimbs and charged at Alpha Feedback, slashing viciously with her blades and slicing off several of the false Conductoid's tentacles before its pincers parted slightly and fired off a thick webbing from an organ in her head that slammed into Alpha Feedback with a wet slapping noise and pinned tightly against the far wall; the nanite monstrosity's grip on Electra however, didn't loosen. Instead, he merely shifted his antennae out from behind his back and raised the tentacles growing out of his shoulders to fire off concentrated bursts of electricity at the Teslavorrian Therastrom.

Arachnattack hissed venomously and whipped out her own tendrils to quickly absorb the incoming energy blasts before she surged forward at an incredibly fast pace and fired off two more jets of webbing that pinned Alpha Feedback's tentacles and tendrils to the wall behind him, rendering him incapable of attacking as he continued to drain Electra of her power; the Nosedeenian was making pittiful squeaking noises as her movements became slower and slower.

This only angered the Teslavorrian Therastrom even further; the elephant-sized, alien spider leaped off of its six legs and slammed into the wall Alpha Feedback was trapped against, plunging its two, metal-tipped tendrils deep into his skin and effortlessly siphoning off his own energy as Arachnattack screeched and drove her venom-tipped fangs deep into the false Conductoid's skin, injecting a monumental amount of toxins into his body while she made a quick movement of her blades and sliced off the remaining tentacles holding Electra captive. The Nosedeenian whimpered quietly and fell a short distance before Arachnattack caught in one of her blades and quickly skittered to the ground as the Omnitrix and Nemetrix timed out, returning Venus and Jane to the world.

"A-Are you okay?" Jane asked.

"I'll live." Venus groaned slightly and stiffing a yawn. "I'm just suddenly really, really, really tired." she added before Jane threw her arms around her neck and hugged tightly, burying her head into her shoulder and squeezing her much like an affectionate python. The shape-shifter hardly seemed to notice Alpha Feedback as he gave a cry of agony as the now unstable energy coursing through his body exploded and took out his right arm in a cloud of nanites.

"I was so worried," Jane sniffed. "I thought . . . I thought I was going to lose you . . ."

Venus decided not to tell her ghoulfriend that Nosedeenians were a lot tougher than they looked and that they only fell into slumber upon having the majority of their energy drained; she didn't know what happened if they were drained completely, and quite frankly, she never wanted to know for fear of worrying Jane even further. Rather, for the moment, she simply returned the hug and rubbed her hand along Jane's spine to sooth her.

Furryosa however, was not in the mood for such warm feelings as she staggered to her feet and felt a low growl escape her curled back lips. "Lemme tell ya somethin' Alpha, who has stolen Clawdeen Wolf's Omnitrix in the hopes of finding a host body that he'll most likely never find! Furryosa had enough foolin' around! Furryosa will destroy you with everything she's got, even if that something is the kitchen sink!" she declared loudly before dropping down to all fours and rushing at the EVO Conductoid to launch herself off of the floor and swung her feet forward to deliver a bone-crunching kick to his stomach region; the move stunned Alpha Feedback long enough for her to grip his sickly, black skin with her strong fingers and slash at the Omnitrix embedded into his chest with the claws on her feet, engulfing him in a flash of crimson light and throwing Furryosa back a couple of feet in the process.

"You are starting to amuse me less and less." the unstable nanite construct hissed as he activated the bootleg Omnitrix for a third time and encase himself in a blast of crimson light. Alpha's talons trembled and cracked loudly as his nanites compacted together to form bones that quickly formed three, sharp talons for hands as dull, rust red plating formed hurriedly over Alpha's arms while nanites linked together to form muscles and tissue according to the faulty Omnitrix's instructions. With a loud, sickening, wet noise, a pair of broad, bat-like wings ripped out of Alpha's shoulders, glistening with moisture in the low light as the crimson plating continued to crawl over the nanite construct's figure. His neck elongated, similar to an ostrich's as his shifting face pushed outwards into a hooked, horny beak; curved teeth lined both the upper and bower jaw, curving out into the low light as a pair of feathery whips sprouted from his pointed head. Two, large talons took the place of his feet before a third, scythe-like slashing claw thrust out between them; Alpha's left arm groaned and crunched loudly as metallic plating suddenly took the place of his skin, twisting and morphing together with the loud screches of metal as it formed into a strong, crab-like pincer. More metal upgrades sprouted from all over Alpha's body, forming a jetpack-like structure between his wings and a single, gauntlet-like device on his right wrist and armor formed on his shins as hoses and wires snaked out from his robotic arm and ribs and chest region. The crude Omnitrix appeared embedded in Alpha's chest as a crude loincloth appeared around him.

"Okay, that's just hideous." Clawdeen shook her head as Alpha Astrodactyl gave a loud screech, as if it were in agony.

Rook nodded in agreement. "According to the limited files Ben was able to give us during the last time he encountered Alpha-"

"Wait, Ben's fought this thing before?" Venus cocked a confused eyebrow.

"As you Earthling's say, 'It is a long story'," Rook addressed the comment before getting back to what he was saying before. "As I was saying, according to the limited files Ben was able to fill out after his encounter with Alpha, it is well known that these 'nanites', when activated at any given time, twist and mutate the host's genetic code, essentially turning them into a horrific monstrosity dubbed an 'EVO'.

"EVO?" Jane blinked.

"It is an acronym," Rook explained. "For 'Exponentially Variegated Organism'."

"So, wait," Clawdeen scratched her head. "If Ben's fought this thing before, how did he defeat it?" she wondered as Alpha Astrodactyl unhinged its jaw and fired off a hot beam of blood red energy from within itself at Furryosa, who was currently the only one holding the monstrous EVO at bay.

"According to the files, Ben had the assistance of a human from a parallel universe, a Rex Salazar that had the ability to control his own nanites and bend them to his will." Rex replied. "Unfortunately, we lack the resources and time to contact him for assistance."

"Lemme tell ya somethin' Alpha! Furryosa doesn't care how big or bad you get, because Furryosa will always be más grande y más malo no matter what you say or do!" the Appoplexian bellowed.

"Is there some other way to stop him?" Clawdeen asked; Furryosa ducked to avoid a blast of hot energy from the gauntlet on Alpha Astrodactyl's wrist before she lunged forward and wrapped her legs around the EVO's own, pinning them together and sending him tumbling to the ground with a single twitch of her powerful leg muscles. Before any knew what was happening, Furryosa was upon him, slugging him across the face before she took notice of an ominous, bright red glow from the back of the EVO's throat and was blasted away seconds later.

"The reports are scarce as previously stated, but Ben did claim that he was able to gain limited control of the nanites through the use of his Galvanic Mechamorph form, Upgrade." Rook said, tapping his chin in thought while simultaneously morphed and shifted his Proto-Tool into a shield to block a stray blast from Alpha Astrodactyl before he threw it like a discus through the air managed to slice off one of the EVO's wings before effortlessly catching it as the shield boomeranged back to Alpha Astrodactyl's pained howls. "I do not suppose either of you have access to a Galvanic Mechamorph form with your Omnitrixes?"

"Mine's still busted." Clawdeen blinked, marveling at the Revonnahgander's skill.

"I'm lucky to still be awake right now." Venus stifled another yawn as she started to lean herself against Jane for support. "Sphinx, I didn't think I could be this tired."

Jane grabbed Venus by the shoulders and gave her a good shake to wake her up. "I-If you stay awake I'll . . . let you sleep with me tonight." she promised.

Venus gave her a weak, mischievous smile. "As much as I love a challenge, Sweet Mango, I don't it's one I can take." she yawned for the third time. "The bastard really drained me."

"Lemme tell ya somethin' Clawdeen Wolf, Venus McFlytrap, and Jane Boolittle! While Furryosa is buenos amigas with you, she is getting severely annoyed that none of you other than Rook Blonko, highly ranked Magister and partner of our boyfriend Ben Tennyson, are doing nothing to help Furryosa!" the Appoplexian bellowed as she was thrown by a quick movement of Alpha Astrodactyl's remaining wing before she charged forward and punched him clean across the face. "Cosmic Clothesline!"

"HEADS UP!"

Rook barely registered the loud warning before he grabbed Clawdeen's shoulder and pulled her down to the ground, Jane copying Rook's movements with Venus while a bright, red blast of energy soared over their heads and struck Alpha Astrodactyl in the chest, right on his bootleg Omnitrix as he threw Furryosa off of him for what seemed the hundredth time; the Appoplexian's Omnitrix timed out and returned Skelita back to the world as a flash of dark crimson light engulfed Alpha Astrodactyl and turned the monstrous EVO back into Alpha, the stolen Omnitrix no longer embedded into his wrist.

But that wasn't all that happened; Rook and the ghouls watched with fascination and horror as Alpha screamed in agony, his back arching backwards as his unstable body flashed and thundered with a dangerous amount of energy. Thick, crimson tentacles jammed painfully out of his back and twisted and cracked in the air as his arms stretched and became skeletal as he slammed them into the floor to support his weakening form. The nanites that made up his body started to buzz around angrily, making his finger larger and more crude as he howled and roared in pain, lowering himself down to where it seemed he was barely breathing.

"No! Not like this!" Alpha hissed in a weak, raspy voice; using what power he had left, he reached out with one of his hands and stretched the remaining nanites that obeyed him out towards the silent Null Void Projector, resting a hand on it while glowing, circuitry patterns etched their way across the large, barrel-like device that lay bolted to the floor. A crimson singularity of energy crackled angrily in the air above it until it exploded into a blood red vortex that swirled and pulsed violently; Alpha narrowed his eyes and focused all of whatever power he had been holding on into activating the device, sending the nanites that made up his body into the Null Void Projector; the portal flickered and pulsed slightly before it gave a loud bane and turned away from the image of the desolate wastelands of the Null Void.

Instead, the portal opened up on a wide, expansive city with tall skyscrapers that stabbed into the sky; large smoke clouds were billowing out from large fires in different sectors of the city, the flames being tended to by the city's fire departments. What caught drew anyone who managed to actually catch a glance at the strange world beyond their own was a large, white aircraft that flew almost a thousands feet or so above the tallest skyscraper, directly above where a large, black robot on four, spider-like legs with blaster turrets mounted on its glass dome was laying waste to the surrounding area. High above and falling fast towards the destructive machine was a Hispanic boy with spiky, black hair, mahogany eyes, a red and orange jacket, and what Clawdeen had to have guessed to be the cockiest grin she had ever seen. What caught everyone's attention however, was the fact that the boy's arms and fists were not organic in origin but like that of a gigantic, bio-mechanical robot's.

"Home," Alpha whispered. "My brothers . . ."

"Won't be seeing you any time soon!" Toralei snapped angrily as she leveled the strange, new weapon in her grip; if Rook had been asked to describe it, he would have compared it to that of a Tachyon Cannon in that fact that it looked very similar to a bulky, over-sized gun that one would rest on their shoulder while pulling the trigger. The only difference was that it had several more barrels than a normal Tachyon Cannon and that it was not wielded by a responsible Plumber, but rather Toralei Stripe herself.

The reason Rook would not have called Toralei responsible, other than the fact that she had let Psyphon and his entire gang escape the Plumber's clutches twice, was because when she wasn't doing her job, she could often be found flirting with him as if she deliberately wanted to cheat on her boyfriend, Rocco, for the sole purpose of having the two of them fight over her.

This was not an outcome Rook particularly liked.

"Ms. Stripe! Put down the weapon, before someone gets hurt!" Rook yelled.

"The only one getting' hurt around here is him!" Toralei shouted angrily.

"How did she even get in here?" Jane wondered, now supporting Venus's full weight on her shoulders; the plant monster had drifted off to sleep some time ago, too exhausted and drained to fight off the cold hand of sleep.

"That could be me." a voice responded with a slight giggle; Jane startled slightly as Whisp appeared directly in front of her in a puff of dark blue smoke, the genie's arms folded over her bust and her legs having been traded in for the classic, ghostly tail that djinni were known for. "Sorry if I wasn't supposed to do that, but she said you guys were in danger! Plus, I'm quite literally impossible to lock out of anything that doesn't involve a jar or lamp."

"If I may ask, what is that weapon you are holding?" Rook addressed Toralei as he shifted his Proto-Tool back into its original form and pointed it at Alpha; the nanite construct took one look at the versatile tech and rather frightening weapon leveled at him and decided not moving an inch was the best course of action.

"Sub-cellular Tachyon Obliterater." Toralei replied. "Something Blukic and Driba have been working on for a while. Unlike a Tachyon Cannon, it's actually capable of destroying organisms like Galvanic Mechamorphs and Polymorphs to the point where they can't reform; just in case Maleware comes back or something." she added with a slight smirk as she flicked her tail back and forth.

"But it is completely experimental, is it not?" Rook questioned.

Toralei rolled her eyes. "Well, duh. I did say that the Wonder Twins have been working on it for a while. Knowing those two, there's bound to be some kinks." she scoffed before aiming the experimental weapon at Alpha to finish him off.

"I would advise you do not do that." Rook warned her.

"Uh, yeah. I'm with Rook on this one." Whisp agreed, a worried look creeping across her face as Toralei blatantly ignored the two of them and pulled the trigger on the Sub-cellular Tachyon Obliterater and fired off a bright, red beam of destructive energy at Alpha; unfortunately, she managed to hit both the nanite construct and the Null Void Projector, overloading the both of them with a monumental amount of disruptive energy. Alpha roared in pain, his body swelling up like a hundred different balloons all inflating at different rates while he glowed with bright, red energy; the Null Void Projector blinked and beeped wildly, the image of the strange boy and world on the other side flickering and wavering like an old television set.

"Everyone, get down! It is going to explotar!" Skelita yelled over the roar.

"What did she say?" Toralei wondered loudly.

"It's gonna blow!" Whisp repeated, cupping her hands over her mouth to be heard; with this in mind, the ghouls and Rook all hastily ran for cover, none of them noticing as the image of Alpha's world vanished completely to be replaced by a wide, expansive view of a large forest that was overlooked by a tall, marble castle of epic proportions. The castle's many windows were all dark, save for several on the bottom floor as the very faint thrum of music could heard in the distance over the music of crickets and tree frogs. The beautiful and rather calming scenery was quickly spoiled as Alpha, quite literally, exploded into millions upon millions of unstable, deactivated nanites that washed over everything and coated in a layer of red dust.

"Is everyone alright?" Rook asked as he uncovered his head and brushed off a coating of nanites.

"I think so." Clawdeen paused to shake herself free of the layers of nanites much like a dog would; Venus merely murmured in her sleep as Jane started to comb nanites out of her ghoulfriend's hair.

"There, see? Nothing bad happened!" Toralei grinned triumphantly.

"You were lucky." Rook frowned. "Return the weapon to Blukic and Driba and have them come down here with a way to contain these nanites before they are possibly reactivated. And I highly suggest you do so while I am in a good mood." the Revonnahgander's frown deepened as he set the Proto-Tool back on his shoulder; despite her attraction to him, not even Toralei was willing to disobey an order when her Magister and commanding officer was in such an irritated mood. With a slight gulp, she quickly shouldered the Sub-cellular Tachyon Obliterater and rushed over to the elevator to hastily type in a series of bypass codes that granted her access to the elevator that quickly climbed into.

"Boo, you gotta rein her in." Clawdeen shook her head. "Otherwise, she'll be the destruction of you yet."

"I am quite aware of that, Ms. Wolf." Rook sighed as he rubbed his brow tiredly.

"Just out of curiosity, it is bad if the Null Void Projector is acting like that?" Whisp asked as she pointed towards the unstable portal; the vortex had turned a venomous and deadly red in color, growling hungrily as it rattled and shook violently. Rook made a move to try and shut down the precariously active portal from the control panel but was immediately stopped when he felt a slight tug on his fur.

"It's sucking us in!" Jane cried as she hung on tightly to Venus, not daring to let go while the thick carpet of deactivated nanites that lay around them started to move and shift towards the portal like a field of tall grass in the wind before the suction picked up and became more violent, sucking in whole swarms of the nanites, debris, and anything else within range.

"Hold on!" Whisp yelled as she snapped her fingers and transformed the ghostly tip of her tail into a heavy iron chain that attached firmly to an even heavier ship's anchor; while she was pulled towards the portal like everyone else, she was firmly stuck in place unlike the others.

"Please give me something heavy!" Clawdeen pleaded with her Omnitrix as her claws started to fail her and she slapped a hand down on the waiting activation button, engulfing herself in a flash of yellow light. Her fingers quickly fused together into razor-sharp points as her wrists and arms flattened with a loud hissing noise like that of a compressed airbag and became wider as well, quickly hardening in a metal-like exterior similar to that of Biosovortian; a small, pentagon-shaped notch was cut out on the inside of her elbow joints while a sharp blade popped out at the elbow. Her skin turned a dark gold in color while her dagger sharp points and blades turned a bright white as black patches etched themselves across Clawdeen's arms as muscles and tissue built themselves up underneath of her quickly hardening skin. Her skull pushed back and split into three, rounded horns with each of her two, now entirely yellow eyes sitting on one horn as the Omnitrix appeared between them on the while her bust swelled slightly; a purple jumpsuit with golden trim appeared on her figure, completing the transformation.

"What the- not CuttngEdge!" the Parae Cortarix screamed as her blades sliced through the floor like butter as she was pulled towards the portal; unlike Lilith, who had been done in by the public's criticism and utter confusion, CuttngEdge had simply changed her original name for something more unique and less crude. Not that it mattered now, with the very sharpened blades that made her a force to be reckoned with working against her as she was pulled out of floor and tumbled through the air towards the portal. "Look out!"

Whisp gave a small grunt as CuttngEdge slammed into her and accidentally severed the chain keeping her rooted to the spot with a slight movement of her foot, sending the two females flying.

"Jane! Give Venus to me! You must save Clawdeen and Whisp!" Skelita yelled; Jane gulped nervously and handed her still sleeping ghoulfriend off to the skeleton as her body began to change; her entire frame began to swell and get larger, much larger than her skinny form. Her bones groaned loudly as more and more weight was put onto them, muscle and tissue and fat piling themselves up underneath of Jane's thickening skin. Her top split open along the spine as she grew bigger and bigger, quickly dwarfing Skelita as she put on more and more weight until her arms and legs were as thick around as telephone poles; her fingers became quite short and stubby, soon almost nonexistent and leaving behind nothing but her fingernails on her growing fore legs. She shot upwards a couple extra feet, a mound of tough muscle and bone swelling between her shoulder blades and transitioning smoothly into her back as a small, ropy tail squirted out from the base of her spine. The most noticeable change however, was Jane's head as almost every last strand of hair was sucked back into her skull like strands of spaghetti, leaving nothing but thin, wiry hairs on her head and face while her ears exploded into the size of beach blankets and became more fan-like after a few seconds. Jane's upper canines cracked and groaned loudly as they were forced out of her mouth and swiftly lengthened into a pair of curved tusks as her eyes rotated off to the far sides of her head. The final piece of the transformation was when her nose and upper lip effortlessly melted together and into a long, seven-foot, manipulative trunk while the Nemetrix appeared around her thick neck in the form of its usual spiked collar.

With a loud trumpet, the female African elephant charged right after Whisp and CuttngEdge and whipped out her trunk at the last second to curl around Whisp's waist and hold her suspended in the air as the genie quickly grabbed onto the Parae Cortarix's wrist o avoid getting cut and hold her just inches from the swirling portal.

"Ms. Calaveras! Grab my hand!" Rook grunted as he fired off the grappling hook attachment of his Proto-Tool to watch it sink securely into the wall behind him before her reached with a hand towards Skelita; the skeleton was fighting against the intense vacuum of the unstable portal with as much strength as she could muster while holding on tightly to Venus, unable to reach her Omnitrix and turn into Furryosa to increase her chances of staying in one place. She was just inches away from grabbing onto Rook's hand, her bones threatening to come apart at the joints, when they did exactly just that; her arm bone was torn lose from its socket and was sucked, along with Venus, towards the enraged Null Void Projector.

"Venus!" Skelita cried, giving up on trying to save herself in favor of rushing after the unaware plant monster and her missing arm bone; it took only nanoseconds for Jane to react after seeing Venus fly right by her vision and charge after her without concern towards the portal, dragging Whisp and CuttngEdge along with her as she just barely managed to lung right in the way of the portal and stop Venus and Skelita's arm from being sucked in, quickly followed by the skeleton herself.

"Rook! The controls!" Whisp screamed over the roar in her pointed ears.

"Can you not just wish for this to stop!?" Rook yelled.

"Kinda have my hands full!"

Rook grunted and slowly began to pull in the sturdy cable of the grappling hook, allowing his feet to touch the floor before he began what seemed like an eternity of walking against the powerful suction of the portal towards the control panel; his feet were constantly sliding against the floor, scrambling for some kind of leverage as his grip on the Proto-Tool remained firm and unfaltering as he slowly, inch by inch managed reached for the control panel to the Null Void Projector; his frightened gaze frequently shifted back and forth between the panel and the ghouls as they were slowly drawn in towards the portal with nothing by Jane's weight to keep them in place and the powerful suction of the portal increasing as they got closer and closer.

"ROOK!" CuttngEdge roared as Jane finally lost her footing against the intense suction and desperately tried to gain some kind of foothold on the smooth flooring of the chamber as she and the rest of the ghouls were quickly pulled into the Null Void portal with a loud roar and blinding light; Rook turned away at the last second for fear of damaging his eyes as the Null Void Projector faltered and finally died like an ancient star.

"NO!" Rook yelled upon seeing the destroyed projector and empty air where the portal and Ben's ghoulfriends had been seconds before.


Headmaster screwed his face up in frustration, pausing to rapidly type a long list of numbers into the small calculator he always kept in the drawer of his desk when dealing with large amounts of math; after repeating the equation several times and never receiving an answer that worked, the Headmaster gave up and pushed the small calculating device and large stack of papers to the side to rest his head in his tired hands.

He had been at this for weeks now, calculating and balancing the school's dwindling budget over the damages that had been laid waste to his school, not all of them at the fault of the same person; there were multiple holes in several classes that created unwanted yet widely used doorways and a couple gaping wounds in the floors that Briar Beauty often bungee jumped through for the thrill of things. Fire damage was present in multiple parts of the school and the Charmitorium looked as if a herd of unicorns had stampeded through it and torn out most of plush seats. And then, of course, there were the two Rath-sized holes in his office.

The Headmaster's eyes narrowed at the thought of the irritating, Omnitrix-wearing boy that had turned his perfect life upside down; before he was a highly respected official of the world of Ever After and the proud headmaster of one of the finest schools in the fairy tale world. Now, he was something of a laughing stock and was ruler of a crumbling castle that was constantly having new additions damage wise added to it almost weekly through Ben's mishaps. Granted, the constant stabs at his pride and joy had decreased over the past few weeks with little to nothing for Ben to fight and cause collateral damage to, but the reminders were always there to haunt him.

Other than the destruction of the school, Headmaster Grimm had another reason for hating Ben so much. With him around, a hero that could do no wrong, could take on multiple roles of different fairy tales simultaneously, and was an active Rebel, he was a much bigger threat to world of Ever After than Raven Queen, though not by much. With looks and skills that could outcharm the Charming family themselves, he was slowly gaining ground by seducing members of the female population of Ever After High, playing them to his twisted tune like a fiddle until soon he would all have them in his clutches. Soon after that, the boys would have no choice but to bow to his whim as well with no princesses or maidens to save or protect for their stories. And with Apple White's parents unable to address their daughter's unexpected detention right at the particular moment (they were still furious and would be personally making a trip to Ever After High to discuss the issue with the Headmaster, a meeting he was both looking forward to and dreading), the Headmaster had good reason to fear and be annoyed by Ben; if those bandits would stop attacking every carriage that came rolling out of the White kingdom.

But there was something else about Ben that sent the portly Headmaster on edge. Something he couldn't quite put his finger on . . .

The door to his office creaked open and Grimm looked up to nearly fall back out of his chair in surprise. Standing in the dim light of the hallway, with nothing but the equally faint light in Headmaster Grimm's office was a large werewolf almost as tall as him; a short layer of fur covered its arms, making its appearance much bigger as its hands were twisted into sharp claws. Sharp fangs resided inside the mouth as bright, amber eyes starred hungrily at the portly Headmaster and a pair of sharp, wolfish ears flicked and perked up at the slightest of sounds.

"Headmaster Grimm?"

The Headmaster relaxed greatly as the figure stepped in the light of his office and revealed itself to be none other than Cerise Hood; her arms were covered in more furry bands than usual with faux claws decorated her nails. Colorful contacts sat over her usual, stormy gray eyes and a set of realistic looking, plastic fangs was positioned just behind her pale lips with a pair of fake wolf ears on either side of her head. A costume.

"Ms. Hood, you almost scared the living daylights out of me." Headmaster Grimm huffed, placing a hand over where the beating organ lay.

"Sorry," Ccerise murmured an apology. "I was just wondering if you had seen Ben? Or Raven? Or anyone else, really? I can't find them anywhere and you were the only faculty member still here."

Headmaster Grimm sighed. "Quite frankly, I haven't the foggiest idea," he replied. "You might as well check the ballroom though. I heard some noises coming from there that I meant to check out earlier . . . as you can see, I was a bit sidetrack by the repercussions of Mr. Tennyson's handiwork." he gestured to the stack of papers that surrounded him like a fortress.

Cerise nodded. "Alright . . . thanks. Uh, good luck with the paperwork." she said as she backed out of the office and closed the door behind her, taking a few quiet steps down the hall before she tapped into her wolf heritage and sped down the corridor at an ungodly pace.

A couple hours earlier, she had gotten a note from Ben to create a costume of anything she desired, nothing more other than the hint to 'follow her nose'. At first, she had been confused as to why she needed a costume in the first place, but then she remembered that seasons of Ever After had been mixed up again, resulting in an early fall and most likely caused by a back splash from the Well of Wonder or some raw Wonderland magic managing to slip through the defenses set up by the Grimm brothers against the Evil Queen's curse. It had originally been a warm summer before the wind had turned brisk and the leaves dull, warm hues of red, gold, orange, and brown, leaving the student body of Ever After High to react accordingly within a matter of days.

All Hallows Eve or Evil Day, as it was occasionally dubbed by princesses, maidens, and royalty alike, was a holiday not commonly celebrated by anyone outside of fairy tale villains such as the Evil Queen, Big Bad Wolf, or Dark Fairy, but both Ben and Apple had changed all that. With much persuading and hype, the two of them had managed to create enough excitement upon the student body to gather a sizable party to help decorate for and schedule an All Hallows Eve Costume Ball; Cerise would have enjoyed signing up for the committed to help decorate for the dance, but her heritage didn't allow her to participate in many after school activities, even those as simple or harmless as decorating for a ball.

It would be perhaps the first time the Royals and other future heroes and good guys of their respective stories would joining in on the spooky festivities, meaning Cerise wasn't alone in feeling slightly uncomfortable at attending an event with so many people packed into one place. Of course, it helped that both Raven and Ben would be there to help her should she get into trouble.

Speaking of her two friends (arguably one friend and boyfriend), the two of them, with the assistance of Maddie, had managed to convince Melody to reform the band they had hastily formed at the Talent Show so long ago; the Daughter of the Pied Piper was actually incredibly enthusiastic at the idea of officially forming the band upon hearing about her small spike in fame after the Talent Show. Dexter however, could not be reached no matter how much Raven tried to talk to him, often being met with gruff exclamations to go away.

So naturally, Sparrow Hood had stepped in for Dexter. On the grounds that he didn't try to steal the show, that is.

Another reason Cerise was wary of attending the All Hallows Eve Costume Ball was that, not withstanding the mixed up calendar, she was born on the spooky holiday; her birthday was constantly being overwritten by the famous holiday, with hardly anyone ever remembering until the very next day. Her parents and Raven were the few exceptions to that rule and tried to celebrate it with her as best as they could, sending cryptic cupcakes with candles or small presents hidden out of sight that could only be found by Cerise if she sniffed them out.

Cerise didn't even realize that she had eve arrived at the ballroom doors until she quite literally walked into them, banging her nose against the ancient, oak doors and eliciting a slight stinging sensation in her face; she unconsciously reached for her mother's hood and started to pull it up over her head to cover her ears before she realized that she had nothing to fear from someone seeing her wolf ears. Thanks to her selective and ingenious costume choice, they would simply assume she was getting into the spirit of the holiday. With a deep breath and slightly trembling hand, she curled her fingers around the handle to the ballroom and pulled it open to reveal . . . darkness.

"Hello?" she called out, the darkness too thick and black for even her eyes to see through. Suddenly, the lights clicked on and briefly blinded her.

"SURPRISE!"

Cerise blinked and looked with amazement as her friends all seemingly sprung out of nowhere, from behind and underneath tables and chairs she hadn't seen, from within the depths of the curtains on the ballroom's stage, even swinging down from one of the ballroom's chandeliers in Maddie's case; all of them were dressed in costumes, not all of them as scary or appropriately themed for the holiday.

Dressed in a pair of ragged, black and white vertically striped pants, black boots with shiny, brass buckles, a torn, white flannel shirt that exposed her midriff and trimmed with a glossy, black ribbon that curled up over her breasts, a black and gold captain's hat with a matching jacket, a pair of guns, and frighteningly realistic sword, Briar stood tall and proud as a blood-thirsty pirate that inched her hands towards the guns clipped to her belt if any of the boys lingered their gaze too long over her exposed stomach and breasts; the pistols may or may not have been fake.

Hunter stood among the crowds of costumed students dressed in a thick, burlap sack that hung loose over his shoulders and draped its ragged edges all the way down to his knees; wooden splints secured with twine copied his arm and legs as a pair of garden gloves sat on his hands with a rope belt around his waist that held a clearly fake, hastily carved, wooden lantern with a cloud of friendly fireflies relaxing inside and providing an unearthly glow. Straw poked out from under Hunter's burlap shirt and sleeves, with another rope tied tightly around a sack that sat on his head like a noose, with two eye holes poked out for vision and a wide and sneering mouth cut out for obvious reasons; resting in his hands was a large scythe, the blade of the weapon fashioned out of wood and covered with tinfoil to avoid injury, giving the scarecrow a rather frightening look. Especially when a a few crows flitted in through the an open window and alighted down on shoulders.

Ashlynn, while significantly less frightening than her boyfriend and still caring her broken, left arm in a sling for a few more days, was dressed as a witch, complete with a pair of black, knee high boots with brass buckles and straps she had borrowed from Raven, orange and black stockings, a black and orange, corset-like dress with scarlet top underneath, a pointed, black witches hat with orange trim, and a broom she had borrowed from the janitor's closet to compliment the costume like Hunter's scythe and surprised, feather guests did.

Daring perhaps had the most amusing costume Cerise had seen, and the slightly irked look on his face told her that it had not been his idea in the first place; a quick glance at Lizzie's threatening expression and Ceris ehad enough information to piece together who had been in charge of Daring's costume. The Son of Prince Charming was dressed as none other than a court jester, complete with a tight red and black suit that alternating colors, puffy, black and white checkerboard pants, pointed red shoes, a horned jester hat tipped with bells, and a sharp, red grin painted on his pale face.

Lizzie herself had done away with the standard blacks, golds, reds, and card symbols that she normally wore and had dressed up as a far more flashy and regal peacock; she wore a bright, blue miniskirt and fishnet leggings all the way down to a pair of gold and leather brown heels tipped with bronze peacock heads and a slim, black top tripped with fluffy, green feathers that cupped her breasts quiet nicely. In addition to the broad, peacock tail comprised entirely out of faux peacock feathers (at Ashlynn and Daring's request) she also wore a headdress composed of peacock head feathers, bright blues, dark greens, wild yellows, and a few more peacock tail feathers that all curled back in a style similar to that of a headdress often found on the head of a native American chief; glittering, gold face paint accented her eyes.

Apple stood beside Maddie with a warm smile and had decided to dress as a mermaid, with a sparkling skirt covered in bedazzled beads that glittered like fish scales that wrapped around her legs all the way to her knees before it tied together into a quickly, yet well crafted fish tail tipped with deep turquoise fins. Frilly fins of the same color decorated her hips as the bedazzled skirt smoothly transitioned into a top that split open down the middle to reveal a yellow top underneath that complimented the frilly fins that split out from it. Cyan gloves that stretched up to her elbow sat on her arms with deep turquoise fins sewn on, completing the outfit with a seashell necklace around Apple's neck.

Maddie, Cerise wasn't one-hundred percent sure on what she was dressed up as; really, it looked more like she had borrowed one of her Dad's suits and top hats. Upon closer inspection, Cerise noticed that she wore the black jacket of a tuxedo just her size decorated with bright green puzzle pieces and a green tie around her neck with a soft, black, silk skirt around her waist. Black fishnet leggings ran down to a pair black sneakers with green bottoms and laces while a large top hat with green rim sat on her head; a cardboard disk sat taped to her left breast with a crudely scribbled sharp, green hourglasses finger against a black background.

It seemed the Hatter had taken quite a shining to Jigsaw.

Ben himself stood next to Maddie with an arm around her shoulder as the Hatter leaned into his embrace with her usual, perky smile; the wielder of the Omnitrix was bare chested, causing Cerise to blush slightly until she caught sight of the wide, black and green collar/wrap-like garment that covered his shoulders and upper chest region. Shoulder pads with green, eye-like designs covered his shoulders as black and green braces covered his forearms and ankles, letting his sneakers slip out from underneath. A black Shendyt with trimming covered his waist as a headdress of the same color sat on his head with a golden crown decorated with a crude, curled up cobra at the top and a fake beard tied around his chin. A green belt with a fake Omnitrix sat around his waist and, to finish off the entire costume, he was covered in bandages and gauze borrowed from the nurse's office that nearly covered him from head to toe. Sitting on his shoulder and having tapped into the Vladat DNA of the real Omnitrix, was Skurd sprouting a small mask similar to Whampire's that was just the right size for him.

However all of these costumes, even Ben's were blown right out of the water when Cerise caught sight of Raven standing tall and regal looking on Ben's other side, her hands cupped together with excitement or worry; she wore a simple, black and red dress that reached down to her mid-thighs before smooth, black leggings with venomous, red, black widow markings running down to her knees where a single spikes jutted out before continuing onward and ending in pointed, crimson heels. Her black top was sharp and edged like a serrated blade, revealing a good portion of her breasts while remaining modest as she wore arm length, black gloves that ended in blood red claws. She had slipped red contacts over her original, purple eyes and highlighted with lots of black eye shadow as well as dying her naturally purple and black hair a deep crimson for the evening. What caught Cerise's attention the most were the four, large, black spider legs tipped a blood red that thrust out of Raven's shoulders and back with faux webbing strung between them; a black crown that framed her face completed the costume.

"Wow . . ." Cerise breathed, taking a few cautious steps forward.

"Happy Birthday, Cerise." Ben smiled.

"You . . . you knew my birthday?"

Ben nodded with a sly smile. "Raven told me about it and, well, I couldn't let my favorite Riding Hood celebrate her birthday alone-"

"So we threw you a big, honkin', Wonderlandiful birthday party!" Maddie interrupted eagerly.

Raven nodded in agreement. "Do you like it?" she asked.

Cerise blinked and looked around at the over all creepy atmosphere, with fake cobwebs hanging from the ceiling and taking up the corners with actual, gigantic spiders Ashlynn had talked into acting as decorations at the promise of some party food if they behaved. Green and purple holographic ghosts and spirits silently wailed and moaned as they flew and whirled around the ceiling and floor in an undisclosed rhythm while a large buffet table covered in an assortment of appropriately themed yet delicious looking food complete with a punch bowl with plastic eyeballs floating around inside for extra effect.

"It depends," Cerise said as she turned to look at Ben and Raven specifically. "What are you two supposed to be?"

Ben shrugged. "I thought I'd go as one of my aliens, Snare-oh. Skurd went for Whampire." he said, jerking a thumb towards the little Slimebiote on his shoulder.

"That's Count Skurd, the Terror of the Night to you!" he corrected.

Raven ignored Skurd as she spoke up in a slightly nervous tone; she had been slightly uncomfortable with the thought of dressing up in something so revealing, exposing the silvery scars that arched their way across her shoulders, back, stomach, breasts, legs, and arms. Her love for All Hallows Eve however, a holiday that Raven loved to celebrate both out of her heritage as a witch and just because she liked dressing up and dancing the night away with friends, made her eventually change her mind. Plus, it was Cerise's birthday and she wasn't about to skip out on her Best Friend Forever After's day of birth simply because she was scared of what people would think of her.

"I'm a Spider Queen." she replied. "Took forever to make the legs, but it was totally worth it."

Cerise gulped and looked slowly with her eyes between Ben and Raven, unable to take her amber eyes off of the two of them; she blushed a deep crimson upon seeing Ben's strong, firm muscles underneath of the collar-like garment around his neck and his lean arms and legs along with his warm smile and bright, green eyes. She shivered slightly upon glancing back over at Raven, taking notice of her soft, pale skin and kind smile upon her full, purple lips and slender figure.

"I . . . I love it." Cerise smiled.

"Hat-tastic!" Maddie exclaimed happily. "LETS PARTY LIKE THERE'S NO HAPPILY EVER AFTER!" the Hatter cheered loudly, drawing excited cries and whistles from the costumed crowd.

"That would be our cue." Ben nodded to Raven before he, Raven, and Maddie briefly left Cerise to merge with the crowd as they scrambled to the stage to warm up for the performance they had been commissioned to give; unexpectedly, Raven and the Rebels had become something of an overnight sensation around Ever After High and Book End, especially when Blondie's recording of the hastily constructed band's performance went viral within hours.

"Nice costume, Melody." Raven smiled as she slipped her bass' neck strap around her neck, careful to make sure it wouldn't mess with her carefully crafted spider legs; the Daughter of the Pied Piper had painted her face and arms a pale shade of green and carefully sketched long, dark stitches across her body to make it appear as if she had been crafted together from different body parts while she wore a black choker with a pair of plastic bolts she had bought at Book End's costume shop around her neck. Her white and lavender locks had been done up in a style similar to Frankenstein's bride while she wore a torn and tattered and mysteriously stained, white dress. In short, her costume as Frankenstein's Bride herself fit in quite nicely with her new DJ stand, a pair of massive conductors that crackled with monumental amounts of electricity dancing between them having been mounted on the top of her speakers for the evening.

"Easy for you to say! You're not the one who was conned into dressing up like some dumb bird!" Sparrow grumbled as he shifted his cardboard wings so that the brown and black construction paper feathers he had spent hours cutting out wouldn't tickle his sides as he played his guitar; to make a long story short, Duchess Swan, who had naturally dressed up a swan herself, had talked Sparrow into dressing up like his name sake, a sparrow bird complete with cardboard wings, fake tail feathers, and hat that resembled a sparrow's head (the only other option was to keep his usual hat and had a a fake beak tied around his mouth, but this kept him from talking properly or feasting on the delicious food Ginger Breadhouse had spent hours making in the kitchen, neither of which was a viable option for the talkative and hungry Sparrow Hood).

"Stop complaining and start playing. Or we can have Hunter replace you." Ben threatened lightly, even though he was being half serious; this quickly shut up the Son of Robin Hood.

"Good evening, Ever After High!" Raven called into the microphone once she had received the thumbs up from Humphrey Dumpty, who had decided to dress up like a battery for the special event; the witchling was met with loud cheers and whistles in response. "So, uh, thanks for liking us, I guess."

"Not use to dealin' with crowd, huh?" Ben guessed as he made some last minute adjustments to his guitar.

"No." Raven admitted before returning her attention to the crowd. "Thank you for your support! Even though one of our original members is . . . uh . . . missing in action," Raven supplied the awkward words in her mouth. "The show must go on! So enjoy our latest song!"

"Go, Raven!" Apple cheered excitedly, clapping her hands happily.

"Ready?" Raven gulped nervously, getting last minute jitters.

"Sparrow Hood is always ready! YEEAAAAHHHH!"

"Ready when you are, Raven." Melody smiled, giving a thumbs up.

"The clock doesn't start under the salamanders sing!" Maddie giggled from her position behind a recently borrowed drum set that the Hatter mostly likely didn't know how to play. This most likely wouldn't stop her from trying to play it or learn how to on the job, per say.

"Relax, Raven. This is just like the Talent Show." Ben reassured her. "The only difference is that there isn't an angry mob trying to kill me." he joked, earning a small smile from Raven and a fit of giggles from Maddie as she toppled out of her seat.

"Alright." Raven sucked in a deep breath to calm her jittery nerves; once she was calm, she raised her hand and quickly strummed a loud, bone rattling note by herself for a few short measures before Sparrow joined in with a higher, nearly identical chord while Melody set up a thumping, bass drum beat from her turn tables, starting to spin the records as Raven began to sing into the microphone like she had so many nights ago.

"The secret side of me, I never let you see!"

"I keep it caged, but I can't control it."

"So stay away from me! The beast is ugly! I feel the rage and I just can't hold it." Raven sang loudly before Maddie spun her newly acquired drumsticks in her fingers and relentlessly pounded down on the drum set and cymbals before her with remarkable skill.

"It's scratchin' on the walls, in the closet, in the halls."

"It comes awake and I can't control it!"

"Hidin' under the bed, in my body, in my head,"

"Why won't somebody come and save me from this, make it end?" Raven sang before Ben finally joined in on the song with a thunder chord of his own, easily outmatching the magnitude at which Sparrow played at running even with Raven's own playing as Maddie continued to beat her drum set in submission while Melody scratched at her turn tables with her claw-like nails.

"I feel it deep within, it's just beneath the skin!"

"I must confess that I feel like a monster!"

"I hate what I've become! The nightmare's just begun!"

"I must confess that I feel like a monster!"

"I-I," Raven staggered the word. "Feel like a monster!"

"I-I feel like a monster!"

The music died down significantly as the next verse began with Raven's hauntingly beautiful voice being very pleasing to Ben's ears and the audience before them. None of them however, seemed to be enjoying the witchling's performance more than Cerise as Raven's sweet voice and excellent music skills caressed and soothed her sensitive ears only slightly less than her first performance had; the thumping bass line and loud chords of the wailing guitars stun her ears slightly, but she enjoyed it nonetheless.

"My secret side I keep hid under lock and key."

"I keep it caged, but I can't control it!"

"'Cause if I let him out, he'll tear me up, break me down."

"Why won't somebody come and save me from this, make it end?" Raven crooned gently into the microphone before the heavy chorus started up once more with Sparrow attempting to and failing to outplay Ben or Raven for several seconds before he eventually gave up and continued to play his part after receiving a particularly frightening grin from Maddie as she proceeded to obliterate her drum set and cymbals once more.

"I feel it deep within, it's just beneath the skin!"

"I must confess that I feel like a monster!"

"I hate what I've become! The nightmare's just begun!"

"I must confess that I feel like a monster!"

"I feel it deep within, it's just beneath the skin!"

"I must confess that I feel like a monster!"

"I-I," Raven staggered a second time, bringing the growling music down to just her and Melody's ever present base line. "Feel like a monster!"

"I-I feel like a monster!"

"It's hidin' in the dark, it's teeth are razor-sharp!"

"There's no escape for me, it wants my soul, it wants my heart!"

"No one can hear me scream. Maybe it's just a dream."

"Maybe it's inside of me, stop this monster!" Raven finished singing before she surprisingly handed the microphone off to Ben, drawing curious looks from several of the audience members as the music went down to just Raven playing one long chord after another while Ben sang his own piece of the song into the microphone, a mischievous glint in his eye.

"I feel it deep within, it's just beneath the skin."

"I must confess that I-" Ben started before he quickly turned on the Omnitrix and slapped the activation button without looking, swallowing himself in a flash of green light that rapidly changed his genetic code in a matter of nanoseconds, effortlessly allowing him to keep pace with the song. His body began to swell and balloon as millions of strong, firm muscles piled themselves onto every part of his body while his fingers and hands trembled and twitched before quickly growing in size to match his rapidly growing arms. Stitches arched across his body as his expeditiously expanding back and chest tore his bandages and the collar-like garment around his quickly thickening neck to shreds with a loud ripping noise while patchwork skin started to make up his surface; a pair of burdensome, green gauntlets formed around his thick wrists as metallic bolts burst and poked out from his body on his arms and back while a pair of gigantic conductors tore out of his broad shoulders with a blast of green light. Electricity danced violently between the two conductors as a pair of black pants and large, slitted boots materialized on Ben. His jaw pushed outwards with a loud crunching noise, a few teeth jutting out at odd positions while his hair turned a jet black and became long and shaggy as the Omnitrix and Skurd popped out of his right pectoral, looking as if it had the device had been painfully torn from his body and crudely punched back in, completing the transformation.

"-feel like a monster!" Frankenstrike growled heavily into the microphone, much to the crowd's excitement and shock and very nearly shattering the speakers with his deep voice before handed the microphone back to a surprised Raven and returned to destroying his guitar with the loud and painful tones of the song.

"I hate what I've become! The nightmare's just begun!"

"I must confess that I feel like a monster!"

"I feel it deep within, it's just beneath the skin!"

"I must confess that I feel like a monster!"

"I've gotta lose control, he's something radical!"

"I must confess that I feel like a monster!"

"I-I," Raven staggered the word for the third and final time that evening. "Feel like a monster!"

"I-I feel like a monster!I-I feel like a monster!"

"I-I feel like a monster!" Raven finished with a loud and wild chord that she held out for as long as she could while the crowd cheered and roared its approval; Melody pulled the plug on her DJ stand, Sparrow pumped his guitar up and down over his head in triumph with Frankenstrike copying him out of sheer excitement, and Maddie proceeded to quite literally destroy her drums in a blaze inferno; Ginger Breadhouse, dressed up as a gourmand chef complete with white apron and ever present chef's hat, ran up on stage with a fire extinguisher and quickly put the flames before the sprinkler system could be triggered.

"Thanks, everybody!" Raven smiled brightly. "Now we're going to hand it back over to Melody for some . . . what's the word, Ben?"

"Fangtastic." the Transylian replied.

"Right. We're gonna hand it back over to Melody for some fangtastic tunes while we dance the night away like there's no happily ever after!" the witchling cheered into the microphone; the Omnitrix timed out and returned Ben to the world in his Thep Khufan costume as he and Raven helped Maddie pick up the charred remains of her drum set before jumping down off the stage to join the excited crowd while Melody a quick, upbeat song to start things off.

"Raven, that was wicked!" Cerise smiled broadly as she pushed her way through the crowd and hugged Raven tightly, resting her head on her shoulder; the half breed took notice at how unusually good it felt to have Raven's arms around her and that she smelled wonderfully like lavender, if her sensitive nose was right. Raven herself returned the hug with full force, reveling in the warmth Cerise and her hood offered her.

"Hey, I was up there, too!" Ben protested jokingly.

"You were hat-tastic." Cerise smiled, giving Ben a small hug.

"Hey, that's my line!" Maddie pouted. "Before you know it, the author's gonna get the two of us mixed up!"

Cerise rolled her eyes as she then grabbed Ben by the thick collar around his neck. "You gonna ask me to dance or what?" she smirked with a wolfish grin.


The cool, night air swept quietly through the open balcony doors, wafting into the dorm room beyond and rustling a few of the stray papers that littered the floor. A large figure curled up at the foot of one of the dorm's beds stirred from its position and shifted its body weight onto its burly arms to haul itself to its feet. After a brief pause, the hulking figure dropped back down to all fours and stalked towards the balcony like a proud, hungry lion surveying its territory.

The bulking beast felt the cool wind ruffle through his thick, shaggy coat of fur and put his sensitive nose to the air to draw in a deep breath; the scents of crisp, Autumn leaves and the warm smoke from bonfires filled his senses with his ears picking up the noises of laughing and cheering as young fairy tales walked through the streets of Book End in costumes and wild garbs to gather as much candy as their little bellies could hold without bursting.

The creature didn't understand why the people of his territory celebrated such festivities at this time of year; they were pointless unless they helped to store reserves of food for the impeding winter, if it ever came. That, or it was something of a loud, rambunctious mating ritual where the males or females that partied the hardest and managed to actually retain their hearing, sanity, and stay awake until the end of the party received mating rights to pass onto the next generation.

This thought only made the creature previously known as Dexter even grumpier than he already was. He would not be able to attend such an event even if he wanted to, his current form hindering his previous life. His clothes now barely fit him, only leaving him with a pair of stretched and ragged blue jeans and an old cape to cover himself. His temper was almost beyond control, and the massive claw marks, destroyed furniture, and holes in the walls only emphasized this even further. Dexter glanced up halfheartedly at the full, glowing moon overhead, sighing angrily when he realized that it reminded him of Raven.

That was almost all he could think about over the past few weeks, about the crush of his dreams had been snatched out of his grip just before he barely got a small taste of what it felt like to be loved, be it a girl or anyone really. Sure, his showboating brother showed affection and cared for him every now and again, but his massive, continent-sized ego would often ruin those times within mere seconds. His sister had been the only one that ever truly cared for him, hanging out with him whenever possible before she . . . disappeared.

With a growl, Dexter turned on his heel and stormed back inside of his room, taking out a chuck of the balcony railing with a single movement of his large hands; his nostrils snorted and flared as he thought about his life had been turned upside down on its head and ruined, torn from his grasp and destroyed before his very eyes by someone who not only stole his only love but continued to rub it in his face merely just by existing.

It was because of Ben that he was like this now, because of Ben that he could no longer have sweet Raven to himself, because of Ben that he had punched Cupid and severed all ties with anyone he had ever cared about before of even had an inkling of friendship with. It was because of Ben that he was a-

"-monster!"

The creature's sensitive ears perked up at the word and stalked back out onto the balcony, twisting and turning his ears to find the source of the sound before he managed to hone in on it and looked out over the school grounds to see bright lights coming from the ballroom several rooms, classes, hallways, and floor away from his current position. The sounds of a massive party were coming from within the ballroom, the bright lights flashing different colors of orange, green, and purple in time to a wild and upbeat.

"I-I feel like a monster!"

"I-I feel like a monster!"

Dexter felt his temper flare at hearing those words, the very sentence buzzing around inside his head like a swarm of angry bees; what minimum logic and reason he had retained over his current form simply vanished and evaporated as he let out a loud roar and leaped off of the balcony, soaring through the air before he landed on the ground in a slight roll and whirled around to see he had cleared a good dozen yards or so from his previous position on the balcony. It was his first time outside of the sanctuary that he had created for himself in almost a month or so. It felt good to be outside for once.

"I-I feel like a monster!"

The beast had been unleashed.


Cupid sighed unhappily as she sat on the sidelines of the grand All Hallows Eve Costume Ball, the only one currently sitting in a row of chairs pushed up against the wall adjacent to the stage Melody Piper was currently playing a slow tune on; the goddess hadn't put much effort into her angel costume, which was really nothing more than one of her plainer dresses with a rope belt around her waist, a plastic halo attached to a wire strapped to her back over her head, and a fake harp tied to her waist.

She watched glumly as Cerise was twirled and spun around by Ben in time to the music, slightly envious of her friend receiving a happily ever after for her birthday (even though the presence of a mask wearing Slimebiote kind of ruined it a little). Cupid knew that, as the Daughter of Eros and Harbinger of Love, her job was to ensure that monsters and now fairy tales all found that special someone, regardless of their differences or any boundaries that might have gotten in the way; this unfortunately left little to no time for Cupid to pursue her own interests in love and made it wonder how her adoptive father even had time to date, marry, and have her adoptive siblings with her adoptive mother. Granted, her father was hundreds upon thousands of years of old compared to her and had probably had more than enough time at one point to pursue her mother, that was the thing. Cupid didn't want to nor did she have the time to wait eons to finally find that special someone. While she may have been immortal, her crush was not and would not last as long as she was.

That thought made her heart clench.

Cupid had heard of and dealt with a few cases where the victim experienced something similar to Stockholm syndrome and had developed feelings for another person in the past and still loved them even when abused or attacked by their crush; Cupid could say with no uncertainty however, that she was not one of those people. Even though she still loved Dexter, even after she had been struck down by him and blamed for his lost act of love towards Raven, she somehow knew that it wasn't the Dexter she had fallen for that had punched her out of anger.

"Cupid? Are you okay?" Apple asked as she sat down next to the young goddess and set a comforting hand on her shoulder while she tucked her tail underneath of her chair to ensure it wouldn't get stepped by any stray dancers; Maddie had managed to talk Raven into dancing with for a while, until at least the one of them got to dance with Ben after Cerise' turn was over.

"No . . . not really." Cupid sighed.

"Let me guess," Apple smiled sadly. "It's Dexter, isn't it?"

Cupid blinked in surprise. "How did . . ?"

Apple laughed with amusement. "You don't have to be a goddess of love to know that you have a thing for him. Practically everyone knows!"

"Is it really that obvious?"

"As obvious as the fact that Dexter had a giant-sized crush on Raven." Apple nodded, watching as Maddie dipped Raven in time to the music with a mad, twisted smile on her face; the princess was quite certain that nothing was going on between the Hatter and witchling other than just two best friends forever after simply enjoying the dance together until they could dance with the boyfriend they shared with Apple. At first, she had been rather uncomfortable and skeptical with Maddie joining the quickly growing harem Ben was amassing, but was quickly pacified when she realized that Maddie was simply being . . . well, mad. That, and the Hatter threatened her with a very big mallet.

"Maybe you just need to relax and . . . take your mind off Dexter for a night." Apple suggested. "Just eat some food, dance a little. Hex, dance with Ben if it helps you loosen up little." she smiled warmly.

"Are . . . you sure?" Cupid wondered. "I mean, he is your boyfriend."

"And Raven and Maddie's," Apple added with a slight sigh. "Hex, I wouldn't be surprised if Cerise ended up being one of his many girlfriends, too."

"I take it you're not use to the whole 'being a part of a harem' thing?"

Apple nodded. "It's . . . weird. Very weird." she admitted. "I mean, ever since I was a little girl, I was told that I would always end up married to a prince, my True Love. And that seemed to be Daring for the longest time, too." she explained, the corners of her mouth quirking up slightly when she saw the jester dressed prince charming slip on a puddle of spilled punch and land flat on his butt, making his bells jungle and the surrounding crowd laugh; at first Daring was little more than furious at being humiliated, but the bright and spooky atmosphere quickly had him laughing along as well. "And then, one day, I find out that my True Love isn't Daring at all, but this shape-shifting hero from another universe who I've never even met and has a harem of his own."

"Well, that's love for you." Cupid replied. "It knows no boundaries and can bring even the most distant of people together, even from other universe it would seem."

"I suppose, but . . . it just feels wrong, somehow. I mean, every story ends with one prince and one princess, no middleman." Apple sighed.

"The power of love is often oblivious to such matters." Cupid nodded sympathetically. "Now if you'll excuse me, I think I'm gonna go grab some punch before Hopper uses it as a swimming pool." she said when she caught sight of the small, green amphibian wearing a scary devil's mask just big enough for him and approaching the buffet table.

As Apple watched Cerise go, she looked around and took notice that Cerise and Ben had mysteriously disappeared. Then again, there were dozens of costumed party goers filling up the ballroom, so there was a slight chance that they had been swept into the large crowd of fairy tales; that, or they had stopped to use the bathroom or something else as innocent as that. At least, that was what Apple kept telling herself for the time being.

Contrary to what Apple was hoping, both Ben and Cerise had managed to slip away from the party for a short time and leave the loud party behind to venture out into the school's courtyard; the air was cool against Ben's skin, though not uncomfortably so, and dark, gray storm clouds rolled steadily towards them off in the distance under the glow of the full moon over head.

"Beautiful night, huh?" Cerise commented as both she and Ben sat on the edge of the courtyard's fountain, gazing upwards at the night sky overhead just a foot apart.

"I wouldn't know." Ben shrugged.

"What do you mean?"

"Your own beauty is blinding me."

Cerise snorted and chuckled. "That has got to be the worst pick up line I've ever heard."

Ben shrugged again. "I've heard worse."

"Try me." Cerise dared.

"Did you just fart? 'Cause you're blowing me away." Ben recited with a smirk; Cerise lasted approximately three seconds she burst into laughter in a fashion similar to that of a hyena's as she held her aching sides while they heaved in and out. Ben was snickering as well, watching the Daughter of Red Riding Hood gasp for breath between fits of giggles before she suddenly leaned backwards too far and tumbled backwards into the fountain with a splash!

"I knew I was funny, but it's nothing to hold your breath over." Ben cracked as Cerise resurfaced a few seconds later and spat out a mouthful of water while parting her black and white locks away from her eyes; with a grin that would mostly be found on large, apex predators, Cerise lunged forward and grabbed Ben by his shoulders to pull him into the fountain as well, getting both him and Skurd wet at the same time, much to the Slimebiote's annoyance.

"You adolescence and your hijinks!" Skurd huffed as he shook his slimy body free of any excess water.

"Oh, stop you're whining. We've been through worse." Ben rolled his eyes as he stood up and shook his head, sending water flying everywhere and soaking Cerise even further. "Man, am I glad I wet for the waterproof bandages."

Now even more sopping wet than before, Cerise glowered playfully at Ben and stood up to wring her crimson hood over Ben's head with a satisfied smile. In retaliation, he bent down and scooped his hands through the fountain's water to douse her with a small wave; a quick water fight ensued between the two of them as they mercilessly splashed and soaked each other to the bone until Cerise suddenly slammed into Ben and shoved him under one of the fountain's spouts. After that, the two of them were now wrestling in the fountain, sending water cascading over the sides as they fought with playful jabs and punches and splashes until Cerise body slammed Ben and sent the both of them falling to the bottom of the fountain, the water level now low enough for Ben to comfortably breath due to the small battle between them.

"Pinned ya." Cerise smirked.

"Oh, yeah?" Ben smirked as he gave a sudden surge of strength and managed to throw Cerise off him long enough for him to tackle her to the bottom of the fountain; the two of them rolled around for a few more seconds in a small scuffle before Cerise roughly slammed him into the bottom of the fountain again with a triumphant grin on her face.

"Pinned ya again." she repeated.

"Alright, alright, you win, Ms. Alpha Wolf." Ben submitted jokingly.

Cerise felt her face heat up in a slight blush at the comment as she let Ben back up and rubbed her arm nervously while he stretched and shook his head and costume free of water. "Uh . . . thanks."

"For what?" Ben wondered.

"For . . . being there, I guess." Cerise explained. "Not many people actually remember my birthday, since it's always overshadowed by All Hallows Eve; they usually don't even remember until the next day or so. And my parents . . . I can't even celebrate my birthday with both of them."

"That's gotta suck." Ben said lamely.

"Smooth move." Skurd mumbled.

"Yeah, it . . . kinda does.' Cerise agreed, ignoring Skurd's comment. "Just . . . thanks for doing all of this for me. Setting up the party, playing in the band, dancing with me, just . . . everything." she was at a lack for words, though the fierce blush on her face said it all and more.

"Hey, it's what I do." Ben smiled kindly as he climbed to his feet and proceeded to help Cerise do the same; the wind rustled past them, causing the two of them to shiver involuntarily.

"Might I be of some assistance?" Skurd asked.

"P-Please." Ben shivered; the Slimebiote quickly slithered and oozed his gelatinous body over Ben's left arm, returning the borrowed Vladat DNA to the Omnitrix before taking hold of another set of genetics within the device and forming deep, red armored plating over Ben's skin and turning it into the arm of an Orishan. Ben glanced over his new limb for a second, flexing the fingers experimentally before he looked over at his other arm to see Skurd done the same thing, allowing him to raise both of his hands over his head and open the ports on his palms, absorbing the moisture out of the air and off the both of them, quickly drying them in a matter of seconds.

"There we go. Much better." Ben commented as Skurd shifted his arms back to his original form; despite being dry, the temperature was slowly dropping and even though he wasn't as affected by the change in climate as most people would have been, he still shivered slightly. The problem was quickly sloved when Cerise took Ben's arm and pulled him close to her, untying the clasp of her hood and slipping it around Ben's shoulders, wrapping him a blanket of warmth.

"Better?" she asked.

"Much." Ben nodded. "But what about you?"

"I'll be f-fine." Cerise's teeth chattered involuntarily.

"I beg to differ." Ben frowned slightly, opening the hood up and grabbing her wrist with his other hand tp pull her into his embrace, sheltering the both of them from the cooling night. Cerise felt her cheeks turned red when she was pressed up against Ben's bare, bandaged chest; she unconsciously shifted herself into a more comfortable position, resting a hand on Ben's shoulder and chest while setting her head to rest against his neck. The Riding Hood could easily hear the steady beating of his heart with her sensitive ears.

"Oh, for Pete's sake! If you two aren't going to kiss already, I'll do it myself!" Skurd announced crossly as he tapped into the Omnitrix's immense genetic database to grow two pairs of beefy, burly Tetramand arms from his body and then grab the back of Ben and Cerise's heads with two hands each and force them together before either of them knew what was happening.

Cerise's first instinct upon feeling Ben's lips against her own was to bite and claw and attack as fast and as fierce as she could before beating a hasty retreat, but she quickly bit down on that thought and relaxed into Ben's embrace, noting that even when they were being forced together by his Slimebiote partner, it still felt amazing. Cerise was then slightly caught off guard when she felt Ben's arms slowly and cautiously slip around her waist and lower back, hugging her gently as he tentatively moved his lips so as not to scare her and awaken the beast within her; the Riding Hood was touched by this and eagerly threw her arms around his neck, deepening the kiss and returning it with passion.

Cerise stuck fast and fierce, hungrily kissing Ben and managing to slip her tongue past his defenses with ease, assuming dominance within seconds; it wasn't until she realized that Ben wasn't fighting back, but merely guiding her did she realize that it was actually him that was in control. While she attacked savagely and quick, he worked gently and slow, not necessarily evading her movements but deflecting and guiding them in such a manner that it felt like she was dominating him when it was actually him that was dominating her.

And . . . she actually liked it.

Cerise moaned slightly as Ben parried and blocked every strike of her flexible tongue, slowly driving her back to home territory where he quickly invaded her lips and mouth and hugged her tighter, slowly tracing his arm up her back to explore the rest of her beautiful features. Ben's fingers slid fluidly through her black and white locks, caressing her smooth, flawless skin and absentmindedly brushing past her ear; Cerise stiffened and whimpered with pleasure at that. Sensing he had struck something important, Ben carefully brushed his fingers back past the spot and felt another moan from Cerise tingle his lips, promptly him to lovingly cup Cerise's face while he passionately kissed her and tentatively touched the sensitive spot just behind Cerise's wolfish ears that drove her mad with pleasure.

Before long, the two of them separated from lack of air, turning simultaneously to glare at Skurd as he returned the Tetramand DNA to the Omnitrx; he was quickly forgotten however as Cerise dove in for one, last quick kiss from Ben and rested his head against his chest with a satisfied smile on her lips.

"Happy birthday, Cerise." Ben whispered as he hugged her close to him.

"Thank you." she sighed happily. "Now how about we get out this fountain before we freeze our toes off?"

"I thought you'd never ask."


"No, Maddie."

"Come on! Please?"

"I said, 'NO!'" Daring shouted.

"Pretty please?" Maddie asked sweetly, cupping her hands together and giving the prince charming the best puppy eyes she could muster which, unfortunately for Daring, was more than enough to melt any harshness he had towards the Hatter; it was infuriating how she was able to that so easily, though he had a sneaking suspicion that if she didn't have access to Wonderland magic she might have more difficulty on guilt tripping him. With a sigh, Daring bent down until he was nearly sitting on the floor and folded his arms over his chest before he did a very short and rapid jig that drew snickers and chuckles from the crowd as he danced before he slipped on yet another puddle of punch, back flipped through the air and landed flat on his face, the bells on his jester costume jingling merrily.

"Yay! I just love hearing those bells!" Maddie clapped her hands happily.

"I justh fwace pwanted myself so you cold lawgh at meh costumep!?" Daring griped with his face still glued to the floor, not wanting to move as he whined.

"Nah, the author is just entertaining his fans!" Maddie giggled.

"Okay, I think it might be time we get Maddie to a psychologist, if only to just return her to normal Wonderland sanity." Apple whispered to Raven.

"She'll just drive the poor guy even madder than she already is." Raven shook her head with amusement as Maddie finally stopped laughing long enough to help Daring to his feet and walk him over to the side of the ballroom to sit down so he could press some ice she had pulled out of her hat (her real one, not her costume one; her hat was small enough that it actually fit quite comfortably underneath of her costume) and press it to his bruised face.

"Speaking of poor guy, have you seen Ben?" Raven wondered, shifting her shoulders slightly to adjust the position of her costume's spider legs.

"No. That's what I'm worried about." Apple bit her lip nervously.

"He couldn't have gotten into too much trouble, could he?" Raven asked hopefully.

Their questions were soon answered when the doors to the ballroom were pushed open, drawing the majority of the crowd's attention towards them as Ben and Cerise walked back into the party with smiles on their faces and their fingers intertwined with the other; Ben received several thumbs up from some of the male fairy tales with Cerise getting a few wistful looks from several of the girls.

"Well, that answers my question." Raven shrugged with a smile, happy for her friend; Apple however, felt like she was just being toyed with by some invisible force that may or may not have been making her life miserable for the their own or others amusement.

"Good evening, Ever After High!" Melody Piper's voice rang loud and clear through the ballroom, shaking Apple out of her stupor. "As much as I hate to say it, all good things must come to an end, and this party, unfortunately, is no exception. So before we all crash, how about one more song?"

Te DJ was met with enthusiastic claps and cheers. "But before we begin, everyone give a round of applause for Cerise and her new boyfriend Ben!" Melody smirked mischievously as Maddie pulled a dlashlight out from her hat and shined it on happy couple like a spotlight.

"Sparrow doesn't ta waste time, OH!" Sparrow wailed loudly on his guitar.

Melody rolled her eyes and reached for one of her many records, spinning it on her finger before tossing it onto her turntables and kicking the volume up to an eleven as a thumbing, retro-bass rhythm echoed off the marble halls, eliciting several whoops and cheers of excitement when several of the more villainous fairy tales recognized the song.

"What's going on? What's this song?" Apple asked as Raven eagerly tugged on her arm and dragged her out towards the middle of the floor to stand on one side of Ben while Cerise and Maddie stood on the other side, wicked grins of amusement on all three of their faces.

"Just follow our lead." was all Raven said as the lyrics started to roll through the speakers and a pair of fog machines that hadn't cooperated during the previous performance finally kicked in after Humphrey figured out that they weren't plugged in in the first place.

"It's close to midnight and something evil's lurking in the dark," a warm, male's voice sang over the repetitive music.

"Under the moonlight, you see a sight that almost stops your heart."

"You try to scream, but terror takes the sound before you make it."

"You start to freeze as horror looks you right between the eyes! You're paralyzed!"

At that point, the music kicked up dramatically into an upbeat and creepy tone as Ben and the girls (with the exception of Apple) started to jerk and twitch their shoulders and arms in time to the beat before clapping their hands above their head, shimmying to their left and stomping their foot down hard to then twist their heads left and right in time to the beat and then repeat the whole dance once more. After a few more tries, Apple was doing it to and, like a zombie virus, it slowly began to catch on and creep through the crowd of costume fairy tales.

"Cuz this is Thriller! Thriller night!" the music blared as the Ben and the four costume girls twisted their hands into sharp claws and swung them back and forth in time to the chorus, drawing in more and more people until the entire party was dancing in unison to the song.

"And no one's gonna save you from the beast about to strike!"

"You know it's Thriller! Thriller night!"

"You're fighting for your life inside a killer Thriller tonight!" was the last part of the chorus before the next verse came in.

"You hear the door slam, and realize that there's nowhere left to run."

"You feel the cold hand wonder if you'll ever see the sun."

"You close your eyes and hope this is just imagination!"

"Bit all the while, you fear a creature creeping up behind! You're out of time!"

"Cuz this is Thriller! Thriller night!"

"And no one's gonna save you from the beast about to strike!"

"Cuz this is Thriller! Thriller ni-"

That was as far as the song got before a tremendous roar and boom shook the ballroom, sending instant panic and fear amongst the party guests and students as the ground began to tremble like it might during an earthquake; a thunderous roar filled the air, forcing Cerise to clap her hands over her sensitive ears and bite back a howl of pain as other, more sensitive students copied her while they all searched for the source of the noise. A sudden flash of blinding light came from overhead and everyone glanced up to see a massive, blood red portal swirling above and overhead, pulsing and swirling violently. The angry vortex shuddered and seemed to fold in on itself slightly, as if it were in great pain, before it made a loud, wretched squelching noise like one might make if they were about to throw up.

And before Ben knew what was happening, he soon found himself flattened under the combined bulk of an African elephant, a Parae Cortarix, sleeping plant monster, and disassembled skeleton as the crimson portal overhead gave a final roar before flashing out of existence and leaving a thunderous boom in its wake.

"Ow, my aching skull." CuttngEdge winced.

"At least yours is still attached to your neck." Skelita sighed as one of her arm bones fruitlessly patted around for the rest of her bones and body.

"Will you get off of me!?" Ben yelled; the slightly dazed elephant immediately perked up upon hearing his voice and quickly lifted its head off of the floor to let Ben crawl out from underneath of her considerable bulk and stand up, crack his now aching back, and turn around to glare angrily at the small group until eh quickly realized who he was looking at.

"Skelita?" he whispered with shock. "Jane? Clawdeen? Venus?"

"Ben?" CuttngEdge blinked with surprise.

"Madeline!" Maddie declared loudly and seemingly without reason.

Apple watched with slack jaw and wide eyes as a flash of golden light engulfed the Parae Cortarix, manipulating its genetic code and returning it back to its original form; a tall, slender girl with auburn cirls that tumbled to her hips, a pair of sharp, golden eyes, a set of white fangs, and a pair of pointed wolf ears and sharp claws, and covered from head to toe in caramel-colored fur. Several fairy tales startled at the sudden transformation and even more started to back away to form a wide ring around Clawdeen's as she lunged forward and wrapped Ben into a protective hug, relieved to see him.

If the sudden transformation of Clawdeen unsettled the crowd of costumed fairy tales, then the way Skelita's broken body moved on its own accord terrified them, a few even going so far as to empty their stomachs in the nearest trash can as Skelita's arm bones dragged themselves across the marble floor, picking up ribs and scattered toe bones in their fingers as they all converged on the spot her rib cage and spine lay. Her leg bones managed to stand themselves up after a few tries and reattach themselves to her pelvis, grabbing her discarded, multicolored skirt and kicking it up onto her hip bones for furhter adjustment as they walked over to her quickly reassembling torso. Once her arms had been fit back into her socket and her black top, topaz necklace, and marigold Omnitrix set back into their proper places, the arms propped themselves up onto their hands and walked over to her waiting pelvis before a jump that was big enough for the spine to fit back into place and allow the nearly completed body to fit the skirt back on properly and gather up her shoes before bending down to scoop up Skelita's head and set it back on her shoulders, twisting it firmly back into place. Now that she was whole, Skelita also quickly rushed to join in the hug, having missed Ben dearly.

Jane however, managed to make several of the more easily frightened fairy tales scream in horror as the elephant clambered to its feet and began to change before their very eyes, shifting and morphing in a rather horrific manner; her thick, leathery skin smoothed out quickly as she started to shrink and compress, her bones crunching and grinding loudly in sickening noises while five, stiff digits popped out from Jane's changing fore legs. Dense masses of packed muscle and tissue started to wither and wilt, becoming far weaker and more flexible than before as the elephant's ropy tail was slurped back up into its spine like a strand of spaghetti. Her massive tusks cracked and crunched loudly as they were forced back inside of her mouth with what seemed like incredible pain until they were nothing more than small canine teeth. Jane's eyes rotated back towards the front as her purple, magenta, and black locks returned to her while the long, dexterous trunk that took up a good portion of her face rolled upwards like a noise maker and squashed and compressed back into a small noise and upper lip; the blanket-sized ears shrank and became more disk-like as her spine snapped loudly and allowed her to stand fully erect as her usual clothes and the Nemetrix reappeared on her.

"I . . . I missed you, Ben." Jane sobbed happily as she squeezed between Clawdeen and Skelita and hugged Ben without any sign of letting go; Venus continued to snore loudly and sleep on.

"Ahem. I believe I am missing something here?" Skurd piped up. "Such as, how in the name of Galvan Prime did you acquire so much delicious DNA!?" the Slimebiote seemed to actually be drooling when he caught sight of the two Omnitrixes on Clawdeen and Skelita's wrists.

"Speakin' of missin', where the Sphinx are we?" Clawdeen wondered as she released her hold on Ben and glanced around at the crowd of unsettled fairy tales. "'Cause wherever we are, I'm gettin' the distinctive feeling that we're not exactly welcome here. And how's Skurd still here when Whisp is missing?"

"I'd also like to know something," Raven spoke up. "Just who the hex are you?"

"Name's Clawdeen Wolf. Werewolf, if you weren't lookin' clearly." she rattled off without hesitation. "Ben's my boyfriend. Any other questions?"

"So . . . you're Ben's ghoulfriends?" Cerise asked in a quiet tone, suddenly feeling the need to pull her hood back up over head to cover her ears; Clawdeen raised an eyebrow at this but didn't say anything.

"Si. You are correct." Skelita nodded. "We are but four members of Ben's rather large harem."

"Well what a co-ing-ci-dink! So are we!" Maddie smiled broadly, wrapping her arms around Raven, Apple, and Cerise's shoulders to hug them close to her.

Clawdeen blinked and turned on her heel to stare at Ben with a look of confusion and anger, expecting an answer soon and a promise of serious pain if it wasn't given. Ben flinched slightly under the hostile glare and opened his mouth to speak, the words hindered slightly by Jane's tight grip on him; before an answer could be given however, one of the windows to the grand ballroom suddenly shattered and crashed to the floor as something massive and infuriated leaped through and into the ballroom, sending screams up into the air as it charged through the crowd and skidded to a halt in the center of the ballroom where Ben the ghouls, and girls had been standing seconds ago before they all dove out of the way at the last second.

"W-What's th-that?" Jane gulped nervously, hugging Ben tightly.

The 'thing' in question was absolutely monstrous. It was absolutely huge, about as big as a rhinoceros and twice as strong if the massive muscles that rippled and flexed effortlessly underneath his tough skin; a layer of thick, shaggy, earthy fur covered its entire body, making its hulking frame seem even bigger as it simply stood there for a several seconds, suffering no injuries from its sudden entrance through the window. The creature tilted its head up to gather its surrounding, allowing Ben to see a pair of sharp, buffalo-like horns under a shaggy, lion-like mane that rested upon his broad shoulders. Dagger sharp teeth lined the jaws, a pair of tusks curving up over the upper lip from the lower jaw while a fluffy, wolf-like tail swished back and forth occasionally from the creature's spine. Despite being animalistic in appearance in nature, the monster wore a pair of ragged, blue jeans that barely seemed to fit him and a dark, purple cape the color of wine draped over his shoulders.

"It looks like . . ." Raven peered closely at the creature, gasping with surprise when she caught sight of bright, baby blue eyes sitting just above the fearsome jaws of the Beast. "Dexter?"

The Beast let out a loud, angry roar upon hearing the name, its jaws opened wide to showcase huge, pointed fangs that looked as if they could easily tear through flesh; the majority of the crowd yelped and covered their ears, pressing themselves up against the wall as the Beast that was formerly Dexter paced around in a cirlce inside of the ring he, Ben, the ghouls, and girls had been trapped in. A sudden snore caught his attention and he turned his head to see Venus sprawled out on the floor, completely oblivious to where she was or what was happening as she slept.

"Venus . . ." Jane gulped nervously, praying her ghoulfriend would wake up soon; the Beast stalked closer and closer to the sleeping plant monster, his nostrils flaring and snorting as he gave her cautious sniff. He gave a loud snarl of irritation and turned his head to face Ben with a hatred he had only ever seen on Vilgax and Zs'Skayr during his darkest hours before the Beast stood up on its hind legs and raised its clenched fists over his head.

"Venus!" Jane screamed as he rushed away from Ben and at the beast, swiftly changing all the while. Her skin cracked and split viciously, splitting into dozens of scales along her arms and face to then travel up her shoulders and down her neck and arch across her chest and torso to race down her legs, covering her in smooth, violet scales; every last strand of hair on her head and body almost instantaneously vanished, pulled back into Jane's body as her arms cracked and crunched in a sickening tone. Her fingers were ;pulled one by one back in her hand before that was pulled back into her wrist and then her entire arm was pulled back in her quickly disappearing shoulders, like they were being pulled through an invisible drain while the bones in her legs split and snapped in dozens of places, making her legs completely useless and letting her fall to the ground. Now forced to wriggle back and forth on her belly to even move, Jane's legs swiftly wrapped themselves around each other before fusing into a single, long tail covered in scales while muscles packed themselves tightly on her underbelly and ribs; her face pushed forward as a forked tongue flickered out of her pitch, black mouth as the Nemetrix appeared in the form of a collar around her neck, completing the transformation.

With a loud hiss, the black mamba lunged forward and curled itself up between Venus and the Beast, rearing up and unhinging its jaws to show off its pitch black mouth as a warning, hissing viciously. The Beast ignored Jane and brought his arms down, fully prepared to crush the snake and Venus in one fell swoop before moving onto destroying Ben.

Now without any other choice, Jane gave a final warning hiss and lashed her head forward, sinking her sharp fangs deep into the Beast's skin and injecting a horrible venom into his bloodstream; the monster roared in pain and recoiled, warily glaring at the black mamba as it retreated to curl up protectively on top of Venus' chest, as if daring him to come back for another strike.

The Beast wisely didn't and instead whirled around to glare straight at Ben, his nostrils flaring with anger before he roared and charged at the Omnitrix wielder; Ben instinctively turned on the Omnitrix and slammed a hand down on the activation button without looking at what alien he had selected, swallowing himself in a flash of green light. Half a dozen purple and black striped tentacles horrifically burst out of Ben's chest, making Apple turn on her heel and grab Briar's hat off of her head to empty the contents of her stomach as the horrifying new appendages slithered and cracked impatiently in the air; Ben's fingers ground and cracked loudly as the bone pushed out and through his skin in a painless, yet terrifying manner while they sharpened into wicked claws. His spine cracked and crunched loudly as it lengthened and bent, forcing him to hunch over as his legs wrapped around each other like rubber and fused into a single, wiggling tail that white and black stripes arched across. Ben's skin started to shift and hang off of his skeleton, making him look like he was wearing a massive, wet, paper bag as his new, lose skin shifted and warped to form sleeve-like arms that his bony claws slipped out of while a black, tuxedo-like suit trimmed in green made out of his skin formed around the rest of him, hanging lose and ragged at his ghostly tail. Ben's jaw jutted out as jagged, curved teeth ripped through his gums and let a wet, forked tongue slip out and sample the air as his eyes molded into a single, green orb and blinked experimentally. Two more fully functioning eyes thrust out of his shoulders with a wet popping sound, pushing through his suit-like skin and blinking slowly to take in the sudden amount of light the dim ballroom provided. The Omnitrix and Skurd formed at the center of a gruesome, bat-like bow tie tied tightly around his neck, completing the transformation.

"Okay, who's this guy?" the Draugnurite wondered, looking over his claws before the Beast slammed into him and tackled him to the floor; the crowd parted like the Red Sea as the two of them skidded across the floor, the ghost-like alien's tentacles instinctively slithering out between the flaps of his suit-like skin and wrapping around the Beast's arms and shoulders, restraining him in place.

"Skurd! Make with the info please!" the Draugnurite pleaded as he struggled keep the Beast from slaughtering him.

"You're a Draugnurite, dear boy! A subspecies of Ectonurite!" the Slimebiote reported.

"Ectonurite? Ghostfreak?" the Draugnurite rasped.

"You know I hate repeating myself! Starting defending yourself!" Skurd exclaimed.

"Well this changes everything." the ghost-like alien grinned a sinister, toothy smile. With a loud hiss, he focused on his protoplasm composition and effortlessly phased through the floor, releasing his hold on the Beast for a split second and letting it look around wildly for his opponent. "I think I'll this one Phantux!" the Draugnurite's voice echoed throughout the ballroom before phased down from the ceiling high in the air above.

"Lets take this new form of mine for a spin, shall we?" Phantux grinned maniacally as he flew down low to the floor and swiped the Beast's legs out from underneath him, turning around just in time to have the Beast punch him across the face and send his vision spinning long enough for the Beast to ram his head into the Draugnurite's gut and tentacles.

"Okay! Time to take charge!" Phantux exclaimed.

"Oh, for Pete's sake! Stop stating the obvious!" Skurd would have been grinding his teeth in annoyance if he had any.

"How about instead of complaining you do something to help?" Phantux suggested as he rushed at the Beast again and phased right through his body, pushing his mind down into the deepest recesses he could find and assuming control of the Beast's body with a slight cracking noise and triumphant, "Ha! Gotcha!"; the Beast stiffened slightly before his fingers clenched into fists and started slugging himself in the face several times, knocking him down to the ground as one hand continued to punch him and the other started yanking and pulling on his mane. A direct punch to the Beast's face released the Draugnurite's control on him and forced him out of the Beast's body and to the floor where he quickly flew out of reach.

"I might need some help!" Phantux rasped, the tentacles within his chest slithering out to wrap around the Beast's wrists and try and restrain it; Skurd oozed and slithered his slimy body over the Draugnurite's left arm to shift and morph it into the rock covered arm of a Pyronite. With his new limb, Phantux fired off a jet of flame towards the floor, creating a wall of hot fire that separated him from the Beast and made the crowd edge themselves to the very edges of the ballroom for safety. The Beast bellowed angrily and charged right at the wall of flames, leaping through with smoke curling off of his fur and the edges of his cloak slightly singed; he looked around to find not one Phantux, but half a dozen of them floating about a foot above the ground, silently starring at him with their three, green eyes.

"Pick a me! Any me!" Phantux cackled, his voice coming from everywhere at once. The Beast snarled and narrowed his eyes as he was suddenly enveloped his darkness, the ballroom and terrified party guests fading away into blackness and leaving nothing but the Beast and Draugnurite clones in a pitch dark abyss. The Beast formerly known as Dexter snarled and roared, pouncing upon two clones and swiping his claws at them only to find that they had evaporated into wisps of smoke and gas; a repeat of this with three other clones met the same fate and left the Beast with one Phantux left.

"Probably not my best plan." the Draugnurite mused.

"You think?" Skurd rolled his beady eyes before the Beast slammed into him and grabbed him by the arm with his teeth, shaking his head like a dog and sending Phantux flying off into the darkness; a flash of green light signified that the Omnitrix had timed out and the dark illusion quickly retreated, fading away with the disappearance of Phantux and return of Ben; the wielder of the Omnitrix lay on the floor at Apple's feet, dazed. With a loud roar of triumph, the Beast whirled around to charge straight at Raven, catching the witchling off guard as he slammed into her and threw her to the floor, grabbing the stunned witch in his grasp and throwing her over his shoulder before giving a final roar and barreling through the ballroom doors.

"Ben!" Raven screamed.

"Raven!" Ben shouted.

"Okay, can someone explain what the Sphinx is going on here!?" Clawdeen yelled loudly with exasperation. "Because in case you haven't noticed, I just came tumblin' out some weird portal of whatever into some crazy place with monsters that just kidnapped some girl and my missing boyfriend who has apparently managed to receive the affections of four other girls in his absence, including the girl just kidnapped! If someone doesn't explain what is going on right now, I will tear this place apart to get answers!" the werewolf roared angrily, breathing heavily from her tantrum during the awkward silence that followed.

Ben sighed and pinched his brow, grumbling under his breath about how the universe couldn't let him catch a break. "Long story short, we're in Ever After, a world of fairy tales, and that Beast just kidnapped Raven, Daughter of the Evil Queen and also my girlfriend, during Cerise's birthday party. And now, I'll probably have to gone on some wild goose chase to put this thing down while causing a bunch of collateral damage in the process and making the Headmaster's life a living Hell even further. Any more questions?"

"I think that is all we need to know for now." Skelita put a soothing hand on his shoulder. "We are just relieved to see that you are alive and well."

"Ben?" Cerise said in her formal, quiet tone; her wolf senses were telling her that the majority of the new comers were not harmful to her in anyway, but the werewolf was putting her edge as Clawdeen subconsciously asserted her dominance over her. "The more we stand around, the more Raven has a less likely chance of . . . living, I suppose."

"Right. Kick butt now, explain everything later." Ben cracked his knuckles.

"And . . . you might want to do it quickly, too." Jane added quietly, biting her lip as the last of her scales smoothed out into her usual, violet skin; with a grunt, she hooked her hands under Venus' arms and dragged her towards the group with a little difficulty. "I . . . kinda . . . accidentally . . ."

"What? What did you do!?" Cupid shouted desperately as she pushed her way through the crowd and ran up to Jane, fear in her voice.

"Cupid!? You're here, too?" Clawdeen's eyebrows shot up into her auburn locks.

"I'll explain later," Cupid pushed the question before returning to Jane, grabbing her by the shoulders and shaking her. "What did you do to Dexter?"

Jane was greatly frightened by Cupid's rattling and attempted to speak through the shaking and tears forming in the corners of her eye. "I . . . bit him."

"Yeah, we all saw that. You were protecting your friend." Apple nodded.

"I-It's not that." Jane trembled slightly as Ben pulled Cupid off of her and calmed her down long enough for the shape-shifter to speak. "T-The snake I w-was . . . a black mamba . . . i-it's highly venomous. I-If Dexter doesn't get a t-treatment, a-an antivenom of some kind, h-he'll . . . he'll die." she practically whispered.

The silence that followed was crushing, and Jane was fighting every last instinct within her not to run away or change form under all of the eyes starring at her with fear and surprise; Cupid however, had simply broken down, nearly collapsing to the floor before Ben caught in her time and held her tightly, allowing her to squeeze the very life out of him and use his bandages as tissues.

"Stop with this senseless mourning! The boy still has a chance to live!" Skurd shook everyone out of their terror. "Quick, dear girl! How long does he have!?"

"A N-Normie will die within . . . forty-five minutes or l-less." Jane replied quietly. "Your friend . . . he may have a l-little longer . . . the venom, i-it'll cause paresthesias, extreme salivation, numbness, a-and headaches before he'll s-start to experience tachydysrhythmias and neurogenic shock before . . ." Jane didn't dare finish the sentence as Cupid let lose another round of sobs.

"We have to find him." Cerise frowned with determination. "He may be a monster now, but he's our friend."

"I don't know what half of what's going on here, but I ain't letting nobody die on my hands." Clawdeen growled angrily. "Count us in."

"Then it's settled." Ben nodded as he slowly started to rise, bringing Cupid up with him. "Apple, I need you to keep everyone in here, where it's safe, while we go deal with Dexter." he told the princess. "Make sure nobody tries to sneak out, run away, or try to play hero; it may be Dexter we're dealing with, but he's not in control right now. There's no telling what he'll do."

"Can do." Apple nodded.

"Good." Ben said before turning to Maddie. "I know you want in on the fun, but-"

"You want me to stay here and defend everyone in case Dexter comes back before you can." Maddie finished for him. "Can do! The author won't let you down!" the Hatter saluted eagerly while simultaneously pulling out the mallet that she used so often that Ben wasn't even the slightest bit phased; Earl Grey popped out of her hat as well wielding a tiny, toy sword and shield that he swung in a threatening manner on top of Maddie's head.

" . . . okay." Ben nodded; Clawdeen and Skelita shared confused looks upon seeing Maddie literally pull her weapon out of nowhere. "Lets do this then." Ben nodded with determination as he tapped the Omnitrix and cycled through the roster before selecting a suitable transformation and slamming a hand down on the activation button, engulfing himself in a blast of green light. Deep, orange fur sprouted all over his body, as if a bomb filled with hair had suddenly exploded inside of him and forced all of the fur to the surface of his skin; his skull ground and cracked as his lower jaw was thrust outwards into a massive underbite, his canine teeth growing huge and perfect for ripping through flesh while patches of skin grew over his eyes and sent him into a world of darkness as they eventually became no longer useful and withered away, fresh bone replacing the gaping holes that had previously been his eye sockets. Ben's ears melted back into his head, becoming little more than mounds of skin that became useless and unneeded as a row of slits opened up on his thickening neck, forming into gill-like structures. His shoulders and arms swelled with tissue and muscle as he was forced down onto them like a second pair of legs while his fingernails ripped through his fingers and turned into sharp, menacing claws. His leg bones cracked and snapped as they were forced into the hind leg structure like that of a dog while a patch of sharp, pointed quills formed on his back between his shoulder blades; a thick, green collar appeared around Ben's neck as the Omnitrix and Skurd appeared in a sudden burst of green light, completing the transformation.

"Wait, Ben!" Apple halted the Vulpimancer in his tracks before he could barrel out of the ballroom. "How are you even going to stop Dexter and turn him back?"

"The princess has a point." Clawdeen sighed. "I'm gonna take a wild guess here and say this involves magic and if memory serves, magic isn't yours or anyone's forte."

"Si. It will be mucho difícil without Charmcaster." Skelita agreed.

"Actually, there is one way to stop the Beast." a girl spoke up as she pushed her way through the crowd and stepped out into the open circle for all to see; she had brown and crimson locks trailing all the way down to her hips and wore a pair of brown glasses to allow her to her hazel eyes to see properly. Dressed up for the event of All Hallows Eve, the girl looked as if she had chosen to impersonate a jungle native, if the scantily made, faux fur bikini she was wearing was anything to go by, though Clawdeen noticed she was actually wearing a real swimsuit underneath for privacy purposes while she twirled a rather realistic looking spear almost casually around in her fingers. White stripes arched their way across her arms and legs, stopping whenever they met the fur bands around her wrists or the heavy, fur boots on her feet.

"Whatever it is, Rosabella, we'll do it." Cupid sniffed.

"We?" Skelita raised an eyebrow.

"Yes, we. I'm coming with you." Cupid said with determination.

"Cupid, are you sure?" Cerise wondered. "I mean, I know you have a crush on Dexter, but-"

"This has nothing to do with my crush on Dexter." Cupid shook her head. "It's not his fault that he's this way or that he hurt me after he heard that Ben and Raven were a couple."

"Wait, my brother did what?" Daring sounded surprised, pushing his way through the crowd to join the slowly growing group of monsters, fairy tale, and one alien.

"During Ben's interview with Blondie, Dexter kinda . . . found out that he and Raven were dating." Apple winced. "He . . . didn't take the news very well."

Daring frowned. "My brother would never-"

"Daring, stop for a second and think about something first." Cerise frowned with a sigh. "Imagine that you're Dexter; all your life, you've been overshadowed by your older, stronger, faster, more handsome brother to the point where hardly anyone outside of your close friends even knows who you are. And every time you tell them who you are, they instantly forget about you as they go on and on about your older brother who is better than you in every way that matters. And the one time you actually work up the courage to ask the girl of your dreams out and tell her how you feel about her . . . she doesn't feel the same way and is swept off her feet by someone who came entirely out of left field."

"Well . . . when you put it like that . . ." the jester clad prince rubbed his arm sheepishly.

Cupid sighed and rubbed her aching temples; if she lived through tonight, she was going to need to sleep for a week and need the mother of all painkillers. "Rosabella, please. How do we help Dexter?"

"If what my Mom said about Dad is true, the spell Dexter has placed upon himself will only break when he learns to love once more . . . and earn the love of another." Rosabella tapped her chin as she leaned on her spear. "And that someone would have to love him, no matter what he looks like."

"But . . . who could love him like that?" Duchess scoffed, shifting her fake wings to fold her arms over her chest. "I mean, did you see what he tried to do? The people he hurt? His horrific appearance? How could anyone ever love him?"

Daring sighed. "As much as I hate to admit it . . . Duchess is right." he said, earning shocked and angry looks from other fairy tales and a deep snarl from Wildmutt. "Look, words aside, Dexter . . . he's nothing more than a mindless monster."

"He's not mindless!" Cupid argued loudly. "He's just . . . hurt. He needs help. And . . . I'm the only one that can give it to him." she added quietly.

"What about Rosabella? I mean, this is her story, right?" Apple piped up. "Should she be the first to try?"

The Daughter of Beauty and the Beast shook her head. "As much as I'd love to meet my prince, Apple, Dexter isn't it. This is one of those rare cases where the path set out is not necessarily the best one taken."

"Ancient Chinese proverb, if what Jinafire has taught me is correct." Skelita nodded sagely.

Apple sighed with defeat, knowing there was no way around this. With little other choice, she watched as Cupid and Skelita climbed onto Wildmutt's back and held on with their thighs and hands while Clawdeen and Cerise limbered with some small stretches; Jane hooked her hands under Venus' arms and hauled her over to Apple, leaving her at the princess's feet.

"I-I . . . I know we don't know each other that well . . . but can you please watch over her?" Jane pleaded. "She's in no condition to help."

"Why? Is something wrong?" Maddie asked, bending down and poking Venus' leg in a curious and repetitive manner like a curious child; had the plant monster been awake and fully rested, she would have found the constant movement to get annoying fairly quickly.

"Before we came her, she had all her energy drained from her while she was a Nosedeenian." Jane explained.

"Nosedeenian?" Daring raised an eyebrow.

"A living, alien battery, basically." Jane summed up. "Can you please watch her? If she wakes up, make sure she doesn't leave the room; she'll be your best line of defense if your friend comes back."

"You bet your teacups we'll protect her!" Maddie saluted, Earl Grey copying her.

Apple nodded. "What Maddie said."

"Thank you." Jane smiled before she bent down and lovingly kissed Venus on her forehead. "Sleep well." she added quietly, oblivious to everyone's surprised looks as she tapped the Nemetrix and twisted the watch face to rotate through the available transformations before finding a suitable one and slapping a hand down on the activation button. Her fingers ground and cracked before being forced together into a pair of razor-sharp spikes that were quickly surrounded by coarse, light brown hair that covered Jane's entire forearm before they shot out to massive length and sprouted spikes on her biceps, turning into a pair of sharp fore legs; her feet and toes melted into a similar pair of spikes as her thighs and legs swelled with muscle and sinew, growing more light brown hair on her ankles as her joints crunched and positioned themselves to lift her off of the ground. Her torso and abdomen fused into one and shot out behind her into a pointed, armored shell the color of eggshell as Jane's jaw thrust outwards in a predatory manner while needle-like teeth tore through her gums in an open mouth smile. A pair of pincers sprouted from her lower jaw while four, fleshy, leg-like growths tipped with a single spike sprouted around her head as the Nemetrix appeared in the form of a collar just behind them, finishing the transformation.

"What the hex is that thing!?" Duchess recoiled upon seeing the Terroranchula standing over her.

"Lets just say it's a weird world that we live in." Skurd simply said. "Now cease with your incessant and unnecessary bellowing! We've got a girl to save! Hi, ho, silver! Away!" he declared dramatically; Wildmutt bellowed loudly in response and sped off towards the doors with Cupid and Skelita hanging on tightly, Cerise and Clawdeen easily keeping pace with the Vulpimancer, and Terroranchula bringing up the rear with a loud, horrible screech, just barely ducking under the doorway in time.

"What I wouldn't ask for a normal evening." Apple shook her head as Venus snored at her feet.


Raven remained perfectly still as the Beast effortlessly carried her through the halls of Ever After High, his quick pace never faltering as he ran on all fours, save for the one arm that kept her firmly pinned to his shoulder; the witchling could have easily struck him with a short blast of raw magic, but that could end in numerous ways, most of them ending with her getting hurt and either enraging Dexter even further or even killing him with how unstable her powers were. And even though she had been forcefully kidnapped, she couldn't bring herself to severely hurting the Beast that had formerly been one of her Best Friends Forever After.

"Where are you talking me?" Raven asked.

The Beast snarled in response and increased his speed down the corridor, charging down the hallway that led to the boy's dorms and coming to a stop in front of a certain door; without setting Raven down, he pushed his free shoulder against the door and pushed, easily pushing it open despite the heavy dresser blocking it and storming inside where he forcefully tossed Raven on one of the lesser destroyed beds in the dorm while he slammed the door shut and shoved the dresser back into place.

"Dexter?" Raven spoke quietly, unsure of what to do.

The Beast whirled around to glare at her with those eyes she was so familiar with and rose up to his full height, standing twice as tall as Raven and utterly dwarfing her compared to his bulky frame. "What?" he growled after a while.

Raven blinked in surprise. "You . . . you can talk?"

"You think I can't?" the Beast snarled with a deep, angry voice.

"No, no . . . it's just that you didn't talk before." Raven answered. "I . . . didn't mean to offend you."

The Beast sighed and dropped back down to all fours, stalking back over to the other bed that sat in the room to jump up onto the mattress and turn around three times before lying down. "Sleep wherever you like; the bathroom is over there if you need it." he said pointing a little more to the right of the door. "But I'll be listening. You aren't escaping."

Raven frowned; what happened to the kind and slightly nerdy prince she had known before? The Dexter that would stutter and nervously glance at his feet as he tried to talk to her? The Dexter that would ramble on for an hour about the mechanics of the latest update to her Mirrorphone's software? The Dexter that had seen past what she was supposed to become and saw her for what she was? After a little more thought, Raven realized that this was her fault or at the very least partially. Maybe if she had loved Dexter, none of this would have happened. Maybe if she hadn't gotten so close or attached to Ben she wouldn't have been kidnapped by the Beast. The witchling unconsciously traced her fingers along the pale scars that marked her arms and shoulders, fingering the ones on her wrist the longest; those had been the most painful to her, at the least the times she was awake that is.

"You do know that Ben will try and rescue me, right?" Raven asked quietly.

"Let him come. I'll prove to you that my love for you is stronger than anything he and his precious watch could." the Beast glowered.

Raven didn't respond to that at first, only scooting back farther on the bed and proceeded to dismantle the spider legs that sprouted from her shoulders and back for more comfort. "You don't really love me." she whispered; before she knew what was happening, the Beast had sprung off of his bed and cleared the distance between it and the bed Raven was currently sitting on before slamming into the witchling and pinning her firmly to the mattress, roaring in her face.

"I DO TO LOVE YOU!" he bellowed furiously, blowing her hair back from the sheer force of his yelling.

"No, you don't." Raven shook her head, rolling it back and forth on the bed to do so.

"YES, I DO!" the Beast roared, digging his claws into her arms and eliciting a cry of pain from the witchling as her long since healed scars were reopened, her crimson blood staining her ivory skin and the covers. With gruff growl, the Beast climbed off of Raven and stormed back over to his side of the room, slightly calmer than before. "Wash yourself up and be back in two minutes. Dinner will be waiting." he growled as he began to search through the remains of the pity meals sent his way for anything that was still good.

Raven bit back the invisible tears that had failed to instinctively come to her eyes and pushed herself off of the bed, making her way to the bathroom the Beast had indicated to earlier when something heavy slammed into the door, startling her; the Beast pricked up his ears at the sound and narrowed his eyes as the door was hit again, pushing the dresser a couple feet. A final hit and the door was blown off its hinges, sending the dresser skidding across the floor and nearly crashing into Raven as Wildmutt thundered through the door and right at the Beast, slamming into him as Cupid and Skelita jumped off of the Vulpimancer's back; Clawdeen and Cerise came charging into the room soon after followed by Terroranchula.

"C'mon, Raven! We're getting you out of here!" Cerise grabbed hold of Raven's bleeding arm and pulled her back towards the door as Wildmutt and the Beast wrestled around on the floor in a mass of claws, teeth, and fur, neither side giving in to the other as Cupid just barely managed to flap her wings to avoid getting tangled into the mess.

Raven however, despite her fear and injuries stood fast. "I'm not leaving. Dexter needs me, needs us more than ever."

"Are you crazy, ghoul!?" Clawdeen shouted, pointing at the crimson lines that arched across Raven's skin. "Look at what he did to you!"

"He's not himself!" Raven protested; Wildmutt was thrown off of the Beast and landed on his feet, swiping his claws and striking his opponent across the face before he lunged forward and clamped his jaws tightly around one of the Beast's burly arms. The monster roared in pain and struggled against the Vulpimancer's grip, ducking underneath a swipe of Terroranchula's leg before he grunted and managed to haul Wildmutt's entire weight off of the floor and slam him into the Terroranchula, sending the two of them sprawling across the room as their respective devices timed out. "We need to stop him long enough for us to get that venom out of his system and talk some sense into him!"

"No promises, ghoul." Clawdeen shook her head as she rushed at the Beast, intent on tackling him to the floor like she and her siblings had done to each other when they were pups, and was almost instantly thrown back by one swift movement of the Beast's arm, sending her skidding back. With an annoyed growl, Clawdeen activated her Omnitrix and slammed down on the activation button, not caring which alien she was turned into. Her fur began to fuse together with her skin, hardening and forming a durable armor as her bones almost painfully pushed her muscles and tissue aside, the Omnitrix numbing any pain she might experience as her bones pushed to meet with her skin and coalesced together to form a thick exoskeleton that turned a faint shade of pink as the transformation continued; her fangs cracked and groaned as they dissolved together to form two plates for teeth that twisted into a permafrown accented by black markings around her mouth that looked like feminine lips. Clawdeen's claws and fingers molded together into a pair of crab-like pincers as her legs bent into bug-like joints with her toes and feet thinning out to form spikes for legs. A loud squelching noise filled the air as a pair of identical legs ruptured out from Clawdeen's insides, glistening with moisture as she balanced herself on her new limbs while her head exploded in size, her eyes moving farther apart as her brain grew bigger and bigger. Patches on the joints of her elbows and legs turned a dull purple in color, but Clawdeen hardly cared about that as the armored plating that protected her brain split down the middle; the she could now see the world more than just a TV show he could interact with. Rather, she literally began to see the world's inner workings as complex equations mapped out the quickest escape and safest escape routes, analyzed the ongoing battle between the Beast and Cerise as the Riding Hood engaged him, cataloged the different ways she could subdue the creature. A purple and golden neck brace and loincloth appeared on her body, the Omnitrix appearing at its center and completing the transformation.

"I'm still getting use to the whole 'Ben isn't the only one without an Omnitrix' thing." Raven noted as Cerebella clicked her pincers and skittered into the fray, unhinging her skull plates to fire off a low voltage blast at the Beast, stunning him long enough for Cerise to deck him across the face without having to dodge a swipe of his claws.

"You will get use to it." Skelita told her as she turned on her own Omnitrix and pressed a bony finger down on the waiting activation button, having selected Furryosa. Her bones cracked and ground heavily as they rotated in their sockets to position her arms above her head, her fingers stretching to a near impossible length while her rib cage grew bigger and bigger, her bones fusing together to become thicker as her vertebrae molded together into a long, spinal cord that outwards into a cup-shaped dome that quickly connected with her growing rib cage and encased the skeleton in a large shell. Flesh and tissue began to form over her arms and legs, connecting the bones to strengthen their mobility as internal organs started to form within the safety of her shell. A large heart appeared in the center of her chest with massive lungs appearing on either side of the beating organ as skin began to coat the fresh muscles, tissue, and fat that had formed over her skeleton; a sickening cracking filled the air as six massive holes opened up in the front of her carapace as it ground heavily and became more teardrop-shaped in the process. Her jaw bones snapped and crunched loudly as they hardened into a horny beak, her eyes moving father apart as the Omnitrix appeared on her chest, completing the transformation.

"Ay caramba." Tortuga sighed with exasperation.

"Watch not give you want you want?" Raven guessed.

"Si. It is normally not so difficult." the Geochelone Aerio nodded before lumbering forward raising her flippers up in front of her face just in time to avoid getting hit by Cerise as she was thrown aside like a rag doll. The Daughter of Red Riding Hood gave a feral growl as her stormy gray eyes flashed an intense amber before she crawled back up onto all fours and rushed right at the Beast, slamming into him full force and tackling him roughly to the floor.

"Potentially useful objects: chair leg, mattress, balcony." Cerebella mumbled to herself. "His advantage: superior strength, power, and unpredictability. Our advantage: superior numbers multitransformation abilities."

"What is Clawdeen doing?" Raven wondered.

"Brainstorm battle plan." Ben groaned as he sat up and rubbed his aching skull. "It's how Cerebrocrustacean's fight: they analyze a situation and search for the fastest and simplest way of doing things. Although I thought it'd take her a couple more months for her to learn that." he mused.

"Dexter Charming: emotionally distraught and experiencing symptoms commonly known as desperation and heart ache. Unpredictable and wild." the Cerebrocrustacean recited as the Beast snarled, threw Cerise off of him, and made a slashing movement with his claws that Cerebella easily avoid. "Dodge. Deliver low voltage blast." she said as she opened her skull plates up and zapped the Beast with a electrokinetic blast that sent him stumbling back towards the balcony.

With a loud roar, the Beast dug his claws into the floor and charged at Cerebella. "Cerise Hood attacks, distracting Dexter. Use mattress as shield." the Cerebrocrustacean explained with a monotone voice as she surrounded the destroyed mattress on the Beast's bed with a green, electrokinetic bast and easily lifted it off of the bed frame and in front of Cerise to protect her from the Beast before pushing him back with the mattress and pushing him up against the wall.

"Skelita attacks, swings wildly. Release hold on mattress." Cerebella monologued as she let her hold on the mattress go just as Tortuga charged into the fray and swung her flipper, smacking the Beast upside the head and sending him flying towards the balcony; before he could move to defend himself Cerise had launched herself at him and tore into him, snarling and growling angrily as she slashed with her claws and furiously bit his strong fingers, breaking two of them between her teeth.

"Cerise! Stop! You're hurting him!" Cupid screamed.

"That's the point!" Cerise growled in a deep voice that sounded like it came more from the wolf within her than Cerise herself; Ben rushed past Cerebella and ducked under Tortuga to grab Cerise by the shoulders and pull her off of the Beast, wincing slightly as she momentarily attacked him and sliced through several of his costume's bandages before she realized what she was doing and stopped. By then Cupid had come down from the sky and was joined by Raven and Jane on the balcony as the others followed suit to surround him.

"Now what do we do?" Jane wondered. "We defeated him but . . ."

"The venom's still inside of him." Cupid gulped shakily. "How . . . how long has it been?"

"Estimated transpired time: thirty minutes." Cerebella reported. "Estimated time before black mamba venom effects Dexter: fifteen minutes. Perhaps even less."

"Oh, hex." Cupid shuddered; the thought of losing Dexter before she could at least tell him how she felt was too much. She had to save him, no matter the cost.

"I . . . I could try and expel the venom from him with my magic." Raven offered. "But . . . there's a chance it could go wrong. Maybe even kill him."

"It could work." Ben nodded. "Clawdeen? What're the odds it'll work?"

"Probability of success: fifty-one percent," the Cerebrocrustacean proclaimed. "The odds of it working without him suffering unfortunate side effects however, drops to an estimation of exactly ten."

"We can't risk it." Cupid shook her head. "As a last resort, maybe, but not as a definite solution."

"What I don't understand," Jane mused quietly. "Is why your friend doesn't seem to be suffering any of the side effects I mentioned after I bit him."

"Que? Is that bad?" Tortgua wondered.

"Normally, y-yes. For all we know, the side effects are d-different on beasts than on Normies." Jane bit her lip. "But that's just it. Even back home, we have dragons, unicorns, and fairies like you seem to do. I can't figure out what Dexter even is."

"Is it possible that . . . maybe he's not just one species of animal?" Cerise wondered.

"Probability: seventy-five percent." Cerebella declared.

"Even if we didn't have Clawdeen, the chances are that he is," Jane nodded, waddling over to the dazed Beast to make her point. "These horns," she said while gesturing to his head. "They belong to a buffalo. His build and arms are like a bear's with his jaws and vocal cords like that of a lion's. His head structure seems to be akin to those found in silver back gorillas and his tail is like that of a wolf's."

"Wh-What are you saying?" Cupid asked.

"I'm saying that there is a slight possibility that your friend is also made up of an animal that is immune to black mamba venom." Jane explained. "Possibly an Afreakan honey badger."

Before Cerebella could give an estimation for Jane, the Beast's eyes snapped open and it gave a loud roar of agony and acrimony before he swiftly jumped to his feet and sent the majority of the group flying back; with a second roar, the Beast roughly grabbed Raven and threw her over his shoulder again, bunching up his legs to launch himself high into the air and slam into the marble exterior of the castle, digging his claws to begin a long and treacherous climb up.

"We need to stop him! Before he hurts Raven!" Ben cried as thunder rolled in the distance, signifying an upcoming storm; this didn't bother the Omnitrix wielder in the slightest as he turned on the Omnitrix and selected Big Chill before slamming a hand down on the activation, expecting the familiar surge of power to flow through him. It took him a few seconds to realize that the transformation hadn't worked and that the Omnitrix was in recharge mode.

"Seriously?" Ben griped with exasperation.

"Will you stop that incessant babbling? We have a girl to save!" Skurd declared dramatically.

"Right." Ben nodded; a quick look at Tortuga signified that she would be able to carry him and Cerise up after the fleeing Beast; Jane swiftly morphed herself into a falcon and took to the air, following after Cupid who had left the instant Raven had been snatched.

"Clawdeen, how long before that storm hits us?" Ben asked as the Cerebrocrustacean hurriedly skittered up the wall after the fleeing Beast.

"Estimation: exactly four minutes and twenty-eight seconds." Cerebella replied.

"We don't have long." Ben sighed as Tortuga spun her flippers faster to rise higher and higher.

Raven meanwhile, was trying not to scream any louder than she was mentally as the Beast effortlessly clambered up the side of Ever After High with the wind howling in his face and whipping through his fur, threatening to tear them off the side of the building and hurl them to the ground far below. The Beast never faltered in his climb, easily jumping from ledge to ledge with a secure grip on Raven; they eventually reached the top of one of the castle's many towers and Raven thought they were at the end of their travel. She was quickly proven wrong when the Beast gripped her tighter and threw himself off the edge with Raven screaming in terror until they crashed into the side of the next tower, sliding down a couple of feet before the Beast's claws managed to get a good enough of a foothold in the marble exterior and continue his climb upwards despite his broken fingers screaming in agony.

"D-Dexter, you need to stop this!" Raven trembled; she had never really had a fear of heights, but being this high above the ground with nothing but her friend to keep her from falling to her doom she was quite worried.

"Never!" the Beast snarled. "Not until I am loved! Not until I have what is rightfully mine!"

"I'm not something to own, Dexter!" Raven argued. "I know you're going through something right now, but-"

"SILENCE! I have what is rightfully mine and nobody will change that!" the Beast roared as the whipped past them while thunder rumbled close by and rain started to pour down in a light shower that was increasing with intensity as the seconds ticked by. Ignoring the rain, the Beast continued his climb, his grip occasionally slipping with the down pour making the marble towers and ledges slick and wet. The Beast never never faltered in keeping his firm grip on Raven, clambering higher and higher and passing a familiar window on the way up the tallest tower the school had to offer; to say Headmaster Grimm was startled to see a monstrous creature with the Daughter of the Evil Queen thrown over his shoulder like luggage climbing up the walls of Ever After High was an understatement.

After what seemed like way to long of a time to Raven, they finally reached the top of the tower and the witchling was set down as gently as possible; she shivered in the pouring rain and hugged the tower's spire like a lifeline while the Beast roared in defiance at anyone who dared to take his prize away from him.

"We're not all gonna be able to fit on that tower." Ben said grimly.

"Lover's leap?" Cerise suggested.

"Only option we got." Ben nodded, taking Cerise's hand and giving it a firm squeeze before edging him toward Tortuga's head. "We're gonna jump. We need you to provide air support."

"Si." the Geochelone Aerio agreed. With a deep breath, Ben and Cerise shakily climbed to their feet as Tortuga flew in close, just barely dodging an angry swipe of the Beast's claws as her two passengers jumped off her shell and just barely made the jump to the tower.

"Ben! Be careful!" Cupid pleaded as she swooped in, her feathery wings keeping aloft in the raging storm. "Don't hurt him!"

"I can't make that promise, Cupid!" Ben shouted over the rolling thunder. With a grim expression, Ben tapped the Omnitrix and cycled through the roster before selecting Four Arms and slapping a hand down on the activation button, engulfing himself in a flash of green light and energy. His fingers ground and cracked, twitching violently as his veins grew in size, pumping alien blood through his circulation as her skin oozed into an inky, black shade the color of midnight while his fingertips snapped and crunched in a painful noise, turning blocky and cube-shaped as they hardened into metallic plugs; Ben's back cracked loudly as a long, whip-like tail sprouted from the base of his spine, a metallic growth forming on the end like that of a plug as his body shot upwards few feet and swelled with muscle and tissue. He formed a swell formed chest while his toes ripped through his shoes and morphed into two, sharp claws as every last hair on his head was sucked back into his scalp like strands of spaghetti while his bottom jaw thrust forward slightly and let his teeth grow into razor edges. Ben's ivy green eyes melted together into a single, green orb as a pair of long, elastic antennae sprouted from his skull as his chest and stomach turned a light shade of green down the middle, the Omnitrix forming on his chest and completing the transformation.

"Time ta plug in and knock 'im out!" Feedback quipped as he socked a plugged hand into his fist. The Beast glowered at the Conductoid, clenching his fists tightly and letting out a loud, thunderous roar before lunging forward and swiping his claws at Feedback, forcing him to bend backwards and very nearly tumble off the edge before Skurd oozed his gelatinous body over the Conductoid's back and sprouted a pair of Lepidopterran wings out of his slimy body.

"Thanks, partner." Feedback sighed with relief as he righted himself.

"U try." the Slimebiote shrugged as the wings disappeared. "Now shall we deal with this heathen?"

"All charged up and ready to go." the Conductoid gave his trademark smile before Skurd oozed and slithered his body over Feedback's arms and turned them into those of a Floruana's complete with thorny, vine whips. "What am I suppose to do with this?"

"Whip it, dear boy! Whip it good!" Skurd replied enthusiastically.

Feedback nodded and lashed out with a foot, kicking the Beast in the chest before he lashed out with his vine-like whips and curled them tightly around the Beast's wrists, pulling back as the Beast pulled in the opposite direction. Cerise gave a predator-like growl and attacked the Beast from behind, digging her claws into his fur and skin while stabbing her boots deep into his lower back, forcing him to arch backwards to ease the pain; with Feedback restraining him from the front and Cerise holding him from the back, he was essentially trapped. With a swift movement of the Conductoid's wrist, he sent the Beast tumbling to the roof and dog piled on top of them.

"Dexter, listen to me! You can only be turned back to normal by someone you love-"

"I do! I love Raven!" the Beast roared, struggling to get up before Cerise stabbed the heel of her boots into his back again and eliciting a roar of pain form the creature.

"Let me finish!" Feedback pleaded. "The curse can only be broken by someone you love! But that same person has to love you back, unconditionally!" he finished his sentence before grabbing Dexter's head in his hand and forcing him to look at Raven as she clung tightly to the tower's spire, shivering and quivering in the cold rain. "Look at her! Does she looks like she loves you!?"

The Beast resisted at first but finally took a close, long look at Raven through the lightning flashing in the distance and the sheets of rain that relentlessly pelted them; the witchling . . . she didn't look at all like she loved him. He knew she didn't hate him right now, even the heavy rain wouldn't be able to mask that scent. Rather, it was something else . . . disgust? Anger? No, those weren't the proper terms for it. It was then that the Beast realized that Raven was actually afraid of him, lying in fear of him. He remembered her initial protests at being forcefully kidnapped, how she screamed and fought with all her might, how she screamed Ben's name instead of his own. The Beast caught sight of the long, crimson lines tracing down Raven's arms; last time he checked, that wasn't exactly a sign of love but more like that of cruelty and power.

With a loud roar, the Beast threw both Cerise and Feedback off of him, sending the Conductoid skidding towards the edge of the roof and the Riding Hood flying into Raven; the slick roof didn't work in her favor, allowing her to slid to the edge and off of the roof.

"Raven!" Cerise cried.

"Ben! Cerise! Somebody! Help!" Raven begged, her voice trembling as she hung on for dear life almost a thousand or so feet off of the nearest ground point; a fall from that height would no doubt kill her and if she somehow miraculously managed to survive she would mostly either die within a few days or spend the rest of her life crippled. With Ben preoccupied with keeping the Beast at bay, Cerise climbed to her feet and rushed to the edge of the roof as Raven's fingers slipped on the wet roof, her grip loosening further and further until she was hanging by nothing but her fingernails.

And then she fell.

"RAVEN!" Cerise screamed, snapping her hands forward at the last second and managed to grab hold of Raven's wrists at the last second; with every last ounce of raw strength she could muster, Cerise dug her heels into the roofing of the tower, slowly hauling Raven back up until the witchling was able to grab a foothold and help the rest of herself up before Cerise suddenly wrapped her arms around her and hugged her tightly, enveloping the two of them in her hood. "D-Don't . . . don't ever do that again."

"I don't plan to." Raven gulped shakily.

"This is your fault! You're the reason that I'm like this!" the Beast roared in Feedback's face as the two of them fought to keep the other in place; fingers interlocked and arms struggling against the other, they lay on the edge of the roof with the Conductoid's antennae dangling out into the open air and the Beast standing over him.

"Dude! This isn't my fault!" Feedback grunted. "It's your fault! Does Raven look like she loves you? Does she look like she's having fun right now!? It's your fault she doesn't love you! It's your fault that she's scared of you! It's your fault that you're a monster!" the Conductoid shouted in the Beast's face, driving the point home every chance he got before he whipped his antennae back up and deliver a short blast of electricity at the Beast, weakening him just enough for Skurd to return the Florauna DNA to the Omnitrix and shift Feedback's arms into that of a Tetramand's, a second smaller pair sprouting beneath the original and allowing the Conductoid to slug the Beast twice in the gut and push him off of him.

"This is not your place to say who Raven can love! She is not an object for you to control!" Feedback snapped, jabbing a finger right at the Beast. "And if you keep this up, I won't be surprised if your cold, twisted, black heart lets you stay this way forever!"

That did it. With lightning striking the sky dangerously close to their current position, the Beast roared with furry and rage. "I'LL KILL YOU!" he bellowed loudly, dropping down to all fours to race across the small tower and closing the gap within several bounds while the lighting flashed closer and closer. With no other choice, Feedback raised his hands above his head as Skurd reabsorbed the Tetramand DNA and returned it to the Omnitrix just as a blast of lightning struck the Conductoid, letting him absorb the massive amount of electricity into his body with a loud yell of defiance as he leveled his hands right at the beast and released every last watt of energy he had in his body at the Beast, blasting him back across the roof with a pained howl as he was pushed off the edge and out into open air.

"DEXTER! NOOO!" Cupid wailed as Feedback dove across the roof the tower to try and grab the Beast's flailing arms in his fingers in a feeble attempt to save him. With one last roar of anger, sorrow, betrayal, and agony, the Beast plummeted off the of the tower clawing at the air in defiance, the last thing he saw before he hit the ground far, far, far below being the terrified expression on Cupid's face and the lost look that Feedback held.


Lightning flashed overhead as Cupid descended down to the ground, her tears invisible in the rain as she was joined seconds later by Feedback, the Conductoid using a short burst of electricity to slow his fall with a still shaken up Cerise and Raven clinging tightly to his shoulders.

"Dexter!? DEXTER!" Cupid screamed over the roar of the thunder above.

"Spread out and search. Whoever finds him first, yell." Feedback instructed as Tortuga settled down on the ground with Clawdeen and Jane riding on her back; with a short nod, Jane quickly morphed herself into a wolf and both she and Clawdeen put their sensitive noses to the ground in search of the fallen Beast as Skelita's Omnitrix timed out in a flash of marigold light.

"This Dexter . . . he will be alright, yes?" the skeleton wondered.

" . . . no promises, babe." Feedback sighed, "If we're lucky, we just be able to save him. At the very least . . . we'll find his remains." he winced as heard Cupid break down again and collapse to her knees in the mud, sobbing.

"The odds of him are slim, correct?" Skelita inquired.

"I . . . don't have the faintest idea." the Conductoid shook his head sadly. "We gave to believe that he managed to survive the fall, if for no other reason than to put Cupid's mind at ease."

"Si." Skelita agreed; she began searching with no other complaint as Raven and Cerise searched together, the later absolutely refusing to let the witchling out of her sights while Feedback headed off on his own.

Cupid tediously picked her way through the school grounds, venturing closer to the edge of the treeline just in case the Beast had rolled or bounced away from his initial landing point; mud sucked at her feet and rain relentlessly poured down on her, but the young goddess never stopped searching in desperation, mentally begging and pleading with Uncle Hades that her love was still alive. Now that she thought about it as she pushed herself into the woods and ignored the thorns scrapping at her from the bushes, she didn't really care anymore if Dexter returned her feelings or not right now. All that mattered to her for the moment was knowing whether or not he was still alive after getting bitten by one of the world's most deadliest snakes, suffering from several broken fingers, technically getting struck by lightning, and then falling almost a thousand feet or so to the very hard ground below; most fairy tales and even monsters would have long since perished through that, and even the Beast could have died as well. All Cupid could do was search and hope that he was alright.

A sudden rustling noise caught the young deity's attention, making her freeze on the spot and listen; while the chances were that it could possibly be the Beast somehow still alive and kicking, there was also a chance that it was something far less friendly. After all, the Enchanted Forest was known to be a rather enjoyable place during the day but not so much at night, often drawing out the monsters and ghouls that slithered and stalked in the shadows of the trees, waiting for night to fall when they could venture out without fear of being seen (monsters in Ever After were known to be camera shy and did not appreciate having their picture taken, especially with the flash on).

"Dexter?" Cupid called out cautiously; the second she called out the name, she instantly knew that it wasn't the Beast. Not even close.

Stalking towards her in the darkness of the Enchanted Forest was a massive lion the size of an elephant. Its paws were bigger than Cupid's head and its claws were longer than her hands, its eyes almost three times the size of her own; and its teeth looked like they could easily punch through steel. Cupid felt her breath in her throat as she slowly took several steps back, the lion creeping closer and closer with every step she took backwards until she found she had pressed herself up the trunk of a thick tree. The young deity knew the creature before her all too well, a monster that could be found in both of the realms she had traversed through her days: the Nemean Lion.

Most would have found the presence of such a beast in the world of Ever After to be strange, if one was not well versed in the realms of both the Fairytale World and Monster World as Cupid was; due to the gods being able to traverse between most worlds relatively easy, along with the fact that they had as much influence in fairy tales and myths as they did with monsters, it wasn't uncommon to find creatures from both worlds in one or the other. The Nemean Lion, unfortunately, was no exception.

"And me without even my bow." Cupid whimpered quietly as the lion growled and curled back its lips to show its gigantic fangs. The Nemean growled and bent its legs before giving a roar and pouncing upon Cupid, intent to kill her with one swift bite to the throat and devour her mutilated corpse to sustain itself for the evening. Before Cupid could feel the claws tear into her skin, the teeth rip into her flesh, and the life drain from her body, a second roar met her ears and she cracked open her eyes to see the Beast come hurtling through the air and slam into the Nemean Lion before it could land on her, tackling the gigantic lion to the ground a short distance away.

"Dexter!" Cupid cried as the Nemean Lion shoved the Beast off of itself and to the ground before pouncing on him and biting him on the back of the neck; fortunately, the Beast's thick mane protected him form the majority of the lion's teeth and let him twist his head to the ground to send the lion off of him. The Nemean Lion snarled and then tackled him full force, pinning him to the ground and trying to bite his head before the Beast managed to throw it off of him and slam his claws into the lion's shoulders. The Nemean Lion roared and swiped its claws across the Beast's face, dazing him long enough for it to get in with another blow before the Beast rammed his horns into the lion's chest, stunning it long enough for the Beast to get underneath of the gigantic lion and heave it up into the air with some difficulty, hoisting the ravenous monster high above his head.

With a final roar, the Beast chucked the Nemean Lion as far as he could, sending the massive predator flying through two trees and reducing them to splinters before it finally crashed against the ground some distance away; with a final snarl of defeat, the iron-sided lion retreated into the woods to lick its wounds.

"Dexter!" Cupid gasped as the Beast slumped slightly, breathing heavily as Cupid rushed to his side and stopping a few feet away from him before approaching. The Beast made no move to hurt her while he fell to his knees and supported his weight with one arm, holding the other over his chest as it heaved in and out for air.

"Dexter, please! Say something!" Cupid pleaded.

" . . . Look behind you . . ." the Beast formerly known as Dexter panted.

Slightly confused at the odd request, Cupid did as she was told to see Cerise, Clawdeen, and Feedback come racing towards the trees with concerned expressions on their faces. "Over here! I found him!" she yelled, waving her arms and spreading her wings so they could see.

"Cupid! Are you alright?" the Conductoid asked worriedly.

"I'm fine! But Dexter's hurt!" the young deity exclaimed. "We need to get him some help now!"

"Uh, ghoul? There's . . . nobody here." Clawdeen pointed out; confused and slightly hurt by what the werewolf said, Cupid whirled around to prove her point and that she was correct only to find that the hulking figure of the Beast was gone, nothing more than a set of muddy, quickly vanishing footprints and a piece of torn cloth from the Beast's cloak caught on a branch to remember him by.

"But he . . ." Cupid said lamely.

"He was here." Cerise reassured her. "I can smell him."

"Smell him?" Cupid raised an eyebrow.

Cerise gulped nervously, realizing she had let her secret slip; Clawdeen was looking at her with an expression of suspicion and knowing, as if she had suspected the whole time. Feedback put a comforting hand on her shoulder, nodding his head. "My parents . . ."

"Are Red Riding Hood and the Big Bad Wolf." Cupid summed up.

Cerise's eyes flashed a bright amber as a low growl of annoyance escaped her lips before she took a deep breath and calmed herself down. "You . . . you knew?"

"I'm the Daughter of Eros and a Goddess of Love, Cerise. I can sense the love between happy couples, and your parent's is through the roof." Cupid shrugged. "But that's not important right now. Dexter's gone!"

"He's alright." Cerise reassured Cupid. "His scent goes back to Ever After High. I can't smell any anger or rage on him."

"So we shouldn't be worried?" Feedback wondered.

"I'd escort everyone to their rooms first and make sure they lock the doors first, but it should be safe." Cerise nodded. "Maybe shove a chair or something in front of the door, too, if they're unsure."

"Is that even safe?" Clawdeen wondered.

"Maybe, maybe not." Feedback shrugged. "Either way, the Headmaster'll make sure Dexter stays in his room one way or another; at this point, he'd probably put the entire school on lock down just to avoid any more damages. The place is coming apart at the seams."

"No thanks to you." Cerise smirked.

"Hey, it's not my fault every other bad thing in the universe happens to me!" Feedback argued back; while the half breed, werewolf, and Conductoid playfully bantered back and forth, Cupid cautiously walked up to the nearby branch and plucked the piece of torn cloth off, feeling between her fingers and holding it near her heart. Looking back at the looming, impending figure of Ever After High in the thunder storm around them, she could only hope that Dexter would alright . . . and that she would be too.


The rain was drumming loudly on the roof above him, pounding relentlessly on the doors that led to the balcony he had been on what seemed ages ago, when in reality it had only been an hour or two. Dexter lay on the remains of his mattress starring up at the ceiling with a blank expression while the storm raged outside, simply wondering. Minutes after he had returned to his dorm and shoved the dresser back into place against the door, the horrific transformation that had turned him into a monster had worn off, painfully returning Dexter to his human form. At first he nearly wept with joy now that he had his humanity back, but this was quickly forgotten when he realized that the monster he had been wasn't gone but merely sedated within him, put to sleep for the time being.

It had been horrible being the Beast. It was like being at the Multi-Hex and chained to a chair, forced to watch a movie he absolutely hated or was terrified to watch while Oakler and Birchman heckled him to death from their balcony seats on high; he was helpless to watch as he crashed Cerise's party, fought with Ben on several occasions, and nearly killed Raven twice, all while the Beast mentally taunted him at how weak and pathetic he was, how helpless he was to watch the monster within him destroy his life with teeth and claws he never wanted. Dexter had nearly been driven to madness (not the good kind that the Wonderlandians were known for) before he had been blasted off of the tower roof by Feedback and plummeted to the ground below, the Beast wounded enough for Dexter to fight back with everything he had and regain control just in time to save Cupid.

That had been the last thing Dexter had done before he fled through the trees and charged up the steps of Ever After High, ignoring anything or anyone that noticed or chased after him as he retreated to the boy's dorms and to his sanctuary; no doubt he would be hearing about this from the Headmaster or someone of even higher power at some point in time or another.

The Son of Prince Charming wanted nothing more than to forget it all happened, forget everything that had happened during the single worst moment of his life, but the fearful face of Raven, the determined face of Ben, and terrified expression of Cupid were burned into his mind with the hottest, mental branding iron there was to offer. Raven, the girl he had a crush on since their first year, hadn't loved him like he had wanted to believe, no, she had been terrified of him. He couldn't blame her for feeling that way, nor could he blame Ben, the person he had thought been the root of his entire problem, for feeling like he had the only option of putting down Dexter if things went too far. The only thing that confused Dexter was Cupid . . . how despite his temper and animalistic nature and ghastly appearance, she had fought to save him.

Dexter reached over for the table beside his bed and curled his fingers around the snow white feather that had been a constant reminder of his treachery, wondering why Cupid hadn't been disgusted or frightened of him. He couldn't comprehend how she, the Goddess of Love, could ever possibly love him, if that was even the case; the idea seemed ridiculous in the first place. Then again, now that he thought about it, up until he had become the Beast, she had always been close to him, always there for him no matter what he was doing and if she had the time. Even if it was him tinkering in the Mirror Lab and speaking things nobody but he and Humphrey could understand, she didn't mind spending time with him. And those times he had helped her with her Crownculus homework, she had been caught starring at him with a dreamy smile on her face before she snapped out of it and returned to the lesson.

Had he really been that blind?

Dexter's thoughts were scattered as the door to his dorm scooted open a couple inches, moving the dresser a little bit; the Son of Prince Charming fully expected the Headmaster to appear with a couple of enchanted suits of armor using a small battering ram to open the door, but when it didn't open any further it only confused him more. It was only when he noticed the large, lavender cobra slithering across the floor did he actually react by promptly jumping back and falling off the bed and to the floor.

"S-Sorry!" Jane winced as she quickly resumed her original form; this only startled Dexter even further before he remembered who she was.

"Y-You . . . y-you're the snake lady!" he trembled, pointing a shaking finger at her. "Y-You bit me!"

"You tried to kill my ghoulfriend." Jane countered. "A-And I'm sorry for that . . . I overreacted. I-I'm just relieved th-that you're still alive."

Dexter sighed and climbed back up on the bed, placing his head into his hands. "No, I deserved it. I probably deserved more than that. I've been nothing but a jerk lately . . ."

"At first, maybe." Jane nodded. "But even though I just arrived here and don't entirely know what is going on, I can tell you were not in control."

"Well, that makes me feel so much better." Dexter sighed sarcastically. "Now everyone hates me. They're probably terrified me, maybe even gathering an angry mob or something to come and kill me."

"I . . . I did see a small group of lights in the forest," Jane cringed slightly. "I . . . think they had torches and pitchforks."

"See!?"

"But that doesn't mean everyone hates you and not everyone is terrified of you." Jane told him, gathering enough courage to sit on the bed beside him; Dexter flinched slightly,a s if expecting to be slapped but relaxed after a few seconds of waiting. "Your witch friend-"

"Raven . . ." Dexter whispered.

"Raven . . . she may have been terrified of you, but she did want to help you. From what Ben has told me during the torture sessions Clawdeen is putting him through right now, she's had a tough time here constantly being told that she's destined to become the most evil and hated thing to ever walk the world. You've been one of her few rays of sunshine that's kept her going."

Dexter perked up at this, rolling his head to look at Jane.

"A-And Ben! He might have been trying to stop you, but he was only do that because he was as scared as you were!" Jane continued.

"Yeah, scared that I would hurt someone." Dexter mumbled.

" . . . True . . ." Jane admitted. "But he was also concerned for you. He literally threw himself off of the roof after you fell, trying to save you. And Ben has been through as much as you have . . . I imagine having someone powerful enough to destroy and recreate the universe in his image within your school walls is terrifying enough."

"Wait, what?" Dexter blinked with surprise.

"Oh, that's right. You probably haven't seen Alien X yet . . ." Jane mused before waving it off. "And then there's Cupid."

"Yeah . . . I guess she's always been there for me," Dexter chuckled slightly, forgetting about the thought of Ben being quite literally omnipotent for the time being. "But . . . what if I hurt them? What if I turn back into the Beast? I'm nothing more than a

monster . . . a mindless animal . . ."

Jane hesitated for a moment; she had been in Dexter's shoes before, suffering from her unstable DNA and the sheer savagery of the Nemetrix's primitive genetic samples. She been there once, reduced to a mindless, predatory, killing machine that had relentlessly tried to hurt someone she loved deeply, and she had been through the immense amount of fear and guilt that now riddled the prince next to her. Jane had spent her entire life in constant fear, afraid of almost everything new and unusual to her when she had reintegrated back into society and enrolled into Monster High, and thus knew every level of fear there was to experience. She had been afraid to of having something within her that could easily destroy everything she cared for; the shape-shifter reached out and took Dexter's hand in hers, giving it a friendly squeeze.

"I . . . I know that we may seem different, with me being a shape-shifter and you being a prince . . . but we're really not that different from one another." Jane told him. "As a wise Galvan once told me, "Having that thing inside is not what makes you an animal. Knowing when to let it out, when to use it, is what makes you a man." she said. With a final, friendly smile, Jane set his hand back down on the bed and made her way towards the door, morphing into a small, furry bat and flying her way up to the door frame, crawling through the small crack, and then flying back down the hallway towards Ben's dorm where she and the ghouls were staying for the night.

Dexter watched her go and fingered the feather white as snow, wondering just how right she was.


"Oh, my Sphinxin' head." Whisp moaned as she sat up and rubbed her aching temples; her head killing her, Sphinx, her entire body was killing her. It felt like she had just been crushed into an area the size of a dictionary and then put through a paper shredder before having her remains dumped in a vat of corrosive acid; in short, the genie's body hurt everywhere at once.

With a slight groan she opened her eyes and checked herself over, sighing with relief when she found that she suffered no external wounds; a quick internal check of herself told her that everything important was still intact and fully functioning. The Omnitrix given to her by Ben, despite being a genie and one of the most powerful beings in the universe (though even she paled in comparison to the power of a Celestialsapien), was still strapped to her wrist and starred back at her with a blank yet friendly gaze. Comforted in the fact that she was alright, Whisp moved on to figuring out where in the name of Frankenstein's monster she was.

Unfortunately, she knew the place all too well.

"No. No, no, not this place!" Whisp cried as she scrambled to her feet, struggling to stand up on the shifting sands as she ran to the top of the nearest sand dune for a vantage point. She fell to her knees upon seeing an endless sea of sand that stretched for miles in all directions with no end in sight and only a familiar palace to and some date palms to decorate the barren landscape. With a scream of despair, Whisp rushed towards the grand palace that taunted her in front of her vision, activating the Omnitrix and slamming a hand down on the core, not caring what she turned into as her genetic code was manipulated and changed. The first and most notable change to Whisp was the sudden and swift change in her size; everything about her became utterly massive, her and legs swelling to a thousand times their original size while her hands trembled and twitched before ballooning to a gargantuan size to match her new limbs. Her feet tore though her pointed shoes and exploded outwards, slamming hard against the sand and causing a large tremor while she got taller and taller with every passing second until she was as tall as a mountain. Whisp's skin bleached a chrome white before dark blue patches and black stripes arched their way across her body as a loud cracking noise filled the air and a pair of gigantic, sharp blades ripped out of her wrists and arms; fins sprouted from her rounded hips and slim shoulders just as a pair of sharp, pigtail-like crests sprouted from her skull above her vanishing, pointed ears. Metallic knobs popped out of her cheeks, her feminine figure swelled to massive proportions, and black, fingerless gloves materialized on her hands while a pair of tight, black shorts and top appeared on with the Omnitrix appearing on a belt around her waist, completing the transformation.

Letting out a loud roar of outrage, the female To'kustar quickly cleared the distance between her and the palace that had previously been her home before she swung a gigantic arm and effortlessly swiped it through the tallest tower, destroying it in a cloud of dust and rubble as she raised up a foot to crush the front gate into oblivion. Little Jane didn't care what she was doing as she curled her fingers around two more towers and ripped them out of the ground, smashing them together and grinding them into a compacted ball of rubble before she chucked that at another wall and destroyed with a cloud dust and debris. Panting heavily, the To'kustar took a couple steps back and crossed her arms in front of her face, gritting her teeth as she felt a severe heat build up in her wrists before a bright blue beam of cosmic energy sparked to life and shot off at the derelict palace, obliterating whatever managed to survive the first attack into oblivion. Little Jane stood there, her breaths deep and quick as she caught her breath before she fell to her knees and let out a loud, primal roar of sorrow before the Omnitrix timed out in a flash of dark blue light and returned Whisp to the world.

The world within her lantern. The very same lantern she had spent countless eons rotting in until some hapless Finder was lucky enough to find her. But this time, she was alone.

No Nefera, no Gigi, no Ben.

She was entirely alone. Again.

And there we go! What has been and probably will be the longest chapter of this story to date! I'll probably outdo it later, but I don't care!

Neither do I!

You know what? I'm not even bother going to tell you to go away any more. It does nothing, and I actually feel a little lonely without you around to constantly fill my life with misery and woe and constant hilarity.

Aww, you really like me?

Of course. Just, please don't hit me with a mallet again, please?

I think I can I handle that, heeheehee. I'm always available if you want some tea or . . . something more intimate.

You've been hanging around Faybelle and Kitty for way to long.

Or maybe I'm just mad!

Whatever. Enjoy your creepers and stalkers and ghouls and things that go bump in the night, everybody, cuz this is THRILELR!

No, you silly, this is Halloween!

Oh, no. I sense a musical number coming on.

You bet your teacups! Boys and girls of every age, wouldn't you like to see something strange? Come with us and you will see, this our town of Halloween!

Look, can you maybe sing this another time? We're running low on pages here.

If you say so . . .

As always, comment, review, suggest, and request down below! Leave your ideas as well and know that the next time I write will be featuring the Ever After special Spring Unsprung! Just don't expect it so soon, though. Things start to get busy for me around this time of year and with the amount of dialogue and writing and searching I'll have to do, it's bound to take a while. So sit back, enjoy Halloween, and just enjoy killing the time!

Heeheehee! Oh, those jokes are to die for!

Oh, I kill myself! Oh, wait, I'M ALREADY DEAD (normally it I would be bolted to the wall, but I seem to lack the necessary body structure of a certain pipe organ)!

Hasta Luego!

Happy Halloween!