Hiya, everyone! Maddie here and-

Hey, hey, hey! I do the intros, not you! You just provide colorful commentary and antagonize me at every turn while simultaneously flirting with me every chance you get!

And yet, you still love me!

More like tolerate. Either way, onto the reviews!

Yay!

Karlos1234ify – That deal with Sparrow might not be for a while, considering I have so much to cover and cram into my chapters, but it's definitelyhappening. This is a chance too hilarious to pass up!

Zak Saturday – People liked this chapter and all before it, I have feeling they'll be looking forward to Way too Wonderland as much as you are.

DracoAngel17 – Dude, words can not describe how perfectly awesome this is! There's one small change I'd like to make, but I think you'll see what that is soon enough XD And am I really that scary for you take this long to submit a villain to me? I mean, I know I can easily crush a human skull like an egg with one squeeze of my Tetramand fist, but Maddie isn't scared me (then again, she's mad as a, well, a Hatter).

morganoth – To be honest, I don't have the slightest idea what species "Mr. Nibbles" is, as Maddie calls it (I refuse to call it by any name until I know what gender and species it is). One of my reviewers (who kindly broke the fourth wall and ended up camping out in my Underworld dorm from the previous chapter) gifted me with a new, hovering office chair and "Mr. Nibbles". After a while, he just became part of the Underworld family I am forced to endure through.

Oh, don't pretend you don't love us!

Moving on . . .

TerrorKing10 – Patience is a virtue, young grasshopper. It may be some before you see a familiar face once more.

Doing your wise Kung Fu Master impression again, huh, Creaty?

Still not responding to that name.

ImmaSupa Stargirl – I don't like this guy . . . I love this guy! I'll have to change his backstory a tad in order for him to properly fit into Ever After, but he's definitely in. As for an Ultimate AmpFibian, that will unfortunately not be possible as Ben does not possess the Ultimatrix anymore.

Redrangerlegacy - You fool! You've doomed me! It's bad enough I'm dealing with three (arguably four) fourth wall breakers, but I'm also dealing with a sick interdimensional demon hellbent on adding me to his Throne of Human Agony or whatever he calls it! You've doomed me, I tell you! Doomed me!

Hero-Time10 – First off, let me just say that I love the name. Second, I like your villain idea, but I think I'll edit his look a little bit to make him more . . . whimsical, per say. More like he belongs in a magic drenched world a bit more, so I'm thinking of making him similar to Brand from the League of Legends franchise; take a look at what I mean and let me know what you think. If you don't like it, all keep Grant the way he is.

storygirl99210 – Thanks, storygirl99210! It was fun, too!

I'll bet it was. Moving on . . .

Da999 – Thank you! And yes, at least one of the O'Hair sisters will be joining the harem. And also yes, Whisp will be returning.

LegionnaireBlaze - . . . it would seem I am not the only one having issues with fourth wall breaking characters. If you ever have any trouble, just give me a call. Lets just say that I've got friends in low places . . .

fantasylover4vr – Actually, Giles is already in the story. He just doesn't appear as much as Headmaster Grimm does, since he balances his time between co-Headmaster and acting as curator and librarian for the magical archives (at least, that's what I think his position is). I have no plans to do the ball, but Way too Wonderland is a definite must for this story in the future. And agreed on Hunter and Ashlynn: those two are not only cute together but absolutely made for each other.

warprince2000 – Trust me, I hope to try and update as quickly as possible while still bringing the quality of chapters that I am known for and strive to make.

Cartoonfan10 – Thank you! Sorry if "T.P" was confusing, but it is none other than the OC character of Brooke Page's older brother, Turner Page.

Stretchy-Rat – Who says there has to be one? ;)

Menatron the Angel of Ideas – To be fair, it's unknown what species of monster Jane currently is (some suspect a witch doctor, but I like my shape-shifter idea better), but I do see your point for the O'Hair sisters; although, I suspect only Holly might have this suggest ability, considering she's the one that actually has the long hair to work with.

Codecrash – I don't know what it is about having Bad Apple come out that so hexciting to write and read about (maybe because it's so hilarious and that we all know that, despite her sweetness and kindness and general fairest in the landness, that Apple is indeed the unintentional villain of EAH), but with the mirror idea? She'll become a reality.

Kaiju Fan – I think you've been hanging around the Wonderlandians for too long. Regardless, there will be a Christmas special coming soon, though whether it will appropriately posted around Christmas or not is up to debate, simply because the holidays are hextic for everybody.

Royal Rebel – Alright then, Achilles is in! As for your many list of speculations, there may be some, there may be not. We'll just have to see whatever tumbles out of my head! I'm sure things were cleared up on both ends of the spectrum regarding Cupid, but it's something I've been meaning to explore; what I wouldn't give me to a Chronosapien . . .

Isom – You'll have to be a bit specific about whatever suggestions you mad. I'm pretty sure Maddie's little 'pet' gave me brain damage or something. And yes, I am pretty sure it is not a parasitic egg.

Mr. Nibbles is just hungry, that's all!

Right. Sure. Whatever. Just keep that thing away from me. As for your suggestion to kill it, I would like more than to do exactly that, but not only is Maddie keeping me from doing that with a pair of really big, adorable puppy eyes that I absolutely can not refuse no matter how hard I try, such a vicious beast will probably come in handy later. You'll see why later.

StrongGuy159 – Of course, my good man (or woman).

masterart – Ben gets nothing from kissing Maddie but a happy moment and I don't he would be able to talk to the Narrators, let alone know of their existence; that is, if he doesn't turn into Jigsaw or Alien X. I'm still on the fence about anyone outside of the Wonderlandians and Professor Paradox even knowing of their existence just yet. Also, I don't recall ever taunting you about your poor writing or anything relating to it. Granted, it's a tad hard to understand at times, but I really don't care. I just enjoy getting reviews from you and everyone else!

Gojira – I'll give him a rework; his physical appearance and the majority of his abilities will be kept, if not toned down. Regardless, the Japan line (as I am dubbing it) will most likely appear once this guy makes his appearance. As for Darkflame, I was hoping to save him for a more intense moment, but I'll see what I can do.

marshman101 – Regarding your narrator question, according to the wiki, Brooke lives inside the Mirrornet and attends Narrator High (don't ask me how this is possible), so that explains most of it. And yes, Maddie loves Ben and has for quite some time; they actually got together during the time she stole his one and only shirt and dragged him into the pocket dimension inside of her hat (chapter 14, if I remember correctly).

Fanfic Fan – I can assure that should the Evil Queen try to steal Ben, Brooke will be furious beyond use of words. As for a dream . . . well, we'll see!

Zachery Hance – Thank you, my good man!

Soos – I'm sorry to say that Bill seems to want to make you his personal yo-yo once he's turned you inside out or something, Soos. Regardless, we're working on gathering as many resources against Bill but, like I said earlier, our hands are really tied over here. We'll do our best to make sure senor nacho chip crumbles, though! Oh, and tell Stan to stab an Eyebat for me. And that I know the combo to the vending machine . . .

A Soos promise is a Soos promise, no matter how small!

What she said.

Bill Cipher – Why you one-eyed, walking, talking /censored/censored/censored/ tortilla chip! How dare you make me look like a fool (we all know that Daring does it better)!? I WILL HAVE YOUR EYEBALL ON A STAKE!

Not if I get it first! I want his eye as a bowling ball! And his hat, too!

Can't we just stab his eye on a stake first and then use it as a bowling ball?

Maybe. I'M ANGRY RIGHT NOW!

. . . you don't say. What I don't get is how the triangular freak is able to actually get here when he's supposed to still be trapped in Gravity Falls. How can he not get to the rest of a single world and yet jump to a parallel universe?

Smaug – Someone else actually mentioned I make a Predator-like species, but taking one look at those monstrosities is making me have second thoughts; I'm not sure whether it's the mouthparts or the blood lust appetite to eat their prey alive.

Titanzilla – It is unknown how Maddie will react when not insulting said one-eyed nacho chip, but she thankfully manages to keep herself from doing those kind of things in the story and in my dorm as well; I swear, it's like she's too different Maddies in one.

Maybe I am!

Please. I'm still dealing with the fact I have a reviewer that won't leave my dorm no matter how much I threaten him, a hyperactive horse the size of a dog, and a fourth wall breaking assassin that refuses to say the "K-word".

Ernest P Worrell – You'll just have to see!

Lord Dominator – It ain't the end of the world unless I (or Bill Cipher apparently) says so!

Erebor – Lizzie actually has that 'weird power' in the actual cartoon, the ability to slice objects in half with a mere flick of her finger; it's like she has swords for fingernails.

The Question – I have been getting a few requests to add a few more monsters to the harem, but seeing as how Ben is in Ever After and not back home and it's kinda hard to fall in love with someone you've never actually met face to face, I'll see what I can do. Astranova is at the top of the list (for obvious reasons. Come on, she's an alien, Ben turns into aliens. It's a match made in heaven or whatever the cosmos hold).

Riddle Master – Thank you, young reviewer! The answers you seek in the order of the questions you asked them are me, of course, Cupid, Apple, Cerise, Lizzie, Daring, Dexter, Hunter, Ashlynn, Bunny, and Cedar (I hope I got those right!).

Yes, well, regarding Darling and Ben, I can guarantee it will happen. Of course I'm gonna pair Ben with what is perhaps the most badass girl on the show!

Dragonsaurus – All in due time, dear reviewer. All in due time.

Morantis – Yes, I kinda figured that the absolute opposite of good, controlled monsters would be monsters that were voracious monstrosities hellbent on destruction and chaos. And seeing as how arguing with Kitty (or really anyone from Wonderland) is all by futile, I don't think it will be questioned too much.

NecrorexSparda Juubi-N0-Kishin – If it's not suppose to drink Wonderland tea (especially near a Hatter) WHY did you send it to my room of all places!? THIS IS THE WORST PLACE THAT THING COULD BE!

Stop referring to Mr. Nibbles as an 'it'! He has feelings, too!

The only thing that thing feels is hunger, Maddie, hunger for MY FACE!

NaruFuu Forever – true, the Orb of Madness is a unique element that I am implementing into this story to make the arrival of a rather unique villain all the more interesting, as well as a certain canon villain, too.

Rexy – Yes, Raven's dreams will be become more like premonitions (which explains how she suspected something was coming when she dreamed about Ben); the dream about the Evil Queen is too good to pass up!

Darkness Rissing – Sorry if Skelita's fate wasn't clear enough; like the rest of the ghouls, she was reduced to a more primal nature, which was basically getting turned back into a pile of lifeless bones at the mercy of the ages. And technically, Maddie was already a part of the harem (she and Ben got together inside of the pocket dimension inside of her hat).

Forget that! I gotta new mallet! Woo-hoo!

Great. Now she's twice as dangerous. Which I guess is a good thing, considering who we're going up against. And now that I think about it . . .

Hey, what the scoodle butt do you think you're-

THOOM!

In simple terms, I just used by new Reality gauntlet and merged your two mallets gifted to you from our lovely reviewers and fans into one, all powerful hammer quite capable of shattering the very fabric of the universe if the wielder uses enough force; seeing as how it's you, I don't think we'll have to worry about that.

Are you saying I'm weak?

Far from it. I just know you're more likely to drive that thing into Bill's face than the universe. Either way, I hope you know what you're getting into; I imagine having ones face functions rearranged is not pleasant, so welcome to the Bill Cipher Kill Force (BCKF)!

We're still working on the name . . .

Grimlock – I can imagine that the sudden switching of season is confusing, so in simple terms, every time the seasons rapidly change it is due to a back splash from the Well of Wonder, a sort of moment when the well overflows and allows a little extra wonder to flow into Ever After; any time that happens, almost anything can happen, including the sudden changes in seasons and weather. And yes, Cupid and Dexter's relationship will grow more as the story progresses, Hunter will want to turn Adwaita into turtle soup (probably the only form of meat he'll be willing to chug down), and Faybelle, Duchess, Darling, and Rosabella will be appearing more as the story continues.

JoJo knd – I like the idea of your OC villain, but what exactly makes him a villain? Why is he going to fight Ben? I need reasons in order for him to work well.

DoomsDay2015 – First off, the username is both amusing and slightly disturbing: will the world end in 2015!? XD Either way, I like Morgg. He's like that bratty, geeky kid that you just want to pummel and give a wedgie to and, compared to all the other mighty villains that have been submitted, this one definitely stands out. Especially since he's similar to Billy Billions (who I find to be one of the most amusing Ben 10 villains to date).

Story Artist – I like this guy, he reminds me of Nocturne, one of my favorite champions from League of Legends. What can I say, I really like the dark and creepy stuff. Plus, this guy seems like he could even give Zombozo a run for his money!

Raidentensho – I've never heard of Kamen Rider OOO, so I wouldn't now. Maybe!

maverickmoxey2000 – Uh-oh. Looks like Hades is angry with you. If you welcome calming down your uncle, I think I can be of service; we're pretty close acquaintances and he does (oddly) owe me a favor or two as long as I keep this work going. As for the gifts against everyone's favorite lemon-flavored Dorito, as you call him, I think these'll suit us just fine (pun totally intended). With Maddie's universe shattering hammer, my new, more potent reality bending powers, and your new gifts to us, ol' Cipher doesn't have a clue what's in store for him.

I'm gonna fry him alive!

Not before I barbecue him!

Deadpool – Damn you, Deadpool. You fourth-wall breaking idiot!

Hey, what's the haps, four-eyes?

Go away! Get in the closet! Hide under the bed! I don't care where, just get out of my sight! I have enough problems with a Hatter, a reviewer that won't leave, a brain-eating alien that Maddie insists on treating like a child with us as the parents, and a one-eyed nacho chip hellbent on making me his four-armed court jester for all eternity! I do not have time for a fourth-wall breaking mercenary!

Hi, Deadpool! Want to join me and Mr. Nibbles for some tea?

Pass the sugar and don't skip on the lumps, Teacup!

I'm running an insane asylum here . . .

RedGargoyle09 – The only issue I have with this OC is just how are they a villain? And what do they want with Ben of all people? Other than that, she's an interesting character.

Curtis Payne – Those are questions that will be covered in due time, mi amigo. Trust me, the brother/sister relationship Ben shares with Ghoulia is too adorable for me to pass up for long.

The Gear of War – As I explained previously, all in due time.

Pinkie Pie – Great. Now I have a hyperactive horse coming over, too!

On the bright side, you got a couple of chapters before she comes, four-eyes. Pass the sugar, Teacup.

For once, you actually make sense.

Know there's something you don't see every day! No, bad, Mr. Nibbles! Stop trying to eat Mr. Deadpool's hand!

Once again, running a nuthouse.

luciayshadow – Yeah, sorry about the misuse of Spanish; I use Google which is unfortunately not always correct, so apologies for that. And no, you're not the only one who likes a Coward Charming and Bad Apple (I myself enjoy writing them as well XD). And to be honest, I'm pretty sure all the Apple-haters out there (I you're out there. I can hear you breathing!) loved that part; Parent's Day seems to be becoming a rather anticipated chapter, so looks like that ones gonna be thrown into the works as well!

Hey, four-eyes! You're stalling!

Okay, that's it!

Wait, what are- put me down you four-armed meathead!

Into the closet you go!

You can't do this! Who'll insult you? Who'll entertain Teacup? Who'll the viewers laugh at!?

In the order you asked, Maddie, me, and once again, Maddie. Now stop hittin' on my girl and stay in the closet until you're needed!

. . . so I'm your girl?

Forget everything I just said.

Can't! I got it all on recording! AHAHAHAHAHAHAHAHAHAHA!

Oh, for the love of Galvan Prime, what have I just done!? Well, while I try to convince Maddie destroy said tape, enjoy the chapter! As always, comment, review, suggest, and request down below!

Onward!

Get back here!

"Pass me the wrench."

Robecca sighed and dug around in the toolbox sitting on the floor next to her before pulling out the desired item and setting it in Kevin's waiting hand; the Osmosian took the wrench and slid his arm back under his car as he tightened up some bolts that had been loosened during his last, high speed chase. Ever since Ben had up and suddenly disappeared, he had pulled himself out of retirement to join the Plumbers once more, mostly under Gwen's insistence that he do something actually useful and worth his time than lounging around the secret lair they had found and furbished inside of Hex's extensive library and book collection at Friedkin University; the Anodite halfbreed herself, despite the disappearance of her beloved cousin, had been forced to stay behind to continue her studies until the next break popped up.

A high pitched whining drew away Robecca's attention and she turned to give a sad smile as a familiar, Anubian Baskurr padded up to her and lay down next to her, resting its head on her thigh; the animal, very similar to that of a large dog with hairless, dark blue, armor-plated skin divided by black grooves, spike-like hair running from her head to the tip of her tail, and a light blue collar with a golden, bone-shaped dog tag around its neck, whimpered and cuddled her head up to Robecca, the equivalent of a grin crossing her face as the android scratched her behind the ears.

"Good girl, Zed." Robecca praised her quietly; unfortunately, even the comforting presence of Khyber's former hunting partner did not put her processor at ease as she sank back into depression once more; out of all the ghouls that had been left behind ever since Ben suddenly disappeared once more, Robecca had been hit the hardest, with the disappearance of both her two, beloved ghoulfriends and their shared boyfriend. She didn't blame the former's vanishing through a faulty Null Void projector on Rook in any way, knowing that the Revonnahgander had never forgiven himself for such an accident to occur and had spent all his free time paying Professor Hokestar to transport him and his Mr. Smoothy's store to all of the surrounding dimensions to try and locate Venus and Jane and, to a lesser extent, Ben as well.

Of course, things amongst the ghouls had taken a turn for the worst without Ben to all keep them in line. Avea was more crabby and quick to temper than before, often severely injuring the villains they detained and captured and sending them on a quick trip to the medical bay before shipping them off to their respective cells, Twyla spent more and more time in the shadows and Lorna at the bottom of Monster High's pool to the point where it would often be days on end before someone saw them, and even then it would only be the vanishing image of pale hand reaching out of the shadows for food or the flicker of a fin behind a waving garden of seaweed, and Frankie was beyond stressed out trying to hold everyone together and keep what little spirits were left high.

"Robecca, I need the screwdriver!" Kevin suddenly yelled from underneath of his car, having been calling for her attention for the past several minutes as he groped around for the tool himself.

"Sorry!" Robecca apologized as she handed Kevin a flathead and watched as he quickly drove a few lose screws back into place before tightening them with a relieved sigh. With that done, the Osmosian wheeled out from under the car and stood up, grabbing an old rag to wipe off his greasy hands and an oil stain on his cheek.

"I think we better take a break." he suggested. "No offense, Bec, but you're not really focused enough to help me with my oil change."

"None taken." Robecca sighed as a jet of hot steam escaped her ears and briefly engulfed her head while she stood up as well, scratching Zed behind the ears to put the Anubian Baskurr's concerns at ease. "Sorry, luv, I guess I'm just still bent out of shape-"

"About Ben?" Kevin guessed as he tossed the rag on the hood of his car and cracked his back. "Join the club. We may not show it, but everyone's worrying their heads off over his disappearance. Heh, kid just doesn't know how to stay out of trouble." he added as a joke to try and lighten the mood; nobody laughed.

"Where do you think he could have gone?" Robecca wondered.

"Dunno. My bet is that he's in some freaky dimension or whatever." Kevin shrugged as he made his way towards the door of the hanger of Plumber Headquarters; Zed obediently followed her master as Robecca fired off her rocket boots and followed to, flicking the lights off on her way out as the three of them moved towards the elevator at the space station's center and climbed into the waiting car before the doors closed and moved them up several levels. "I mean, if Gwen said she scanned the entire universe for him and didn't find him, then he's not here."

"But . . . the universe is everything, luv. It's infinite, always expanding." Robecca raised an eyebrow.

"Maybe." Kevin shrugged. "But it does have an end. Saw it myself once when me, Ben, and Gwen were going to go stop Aggregor at the Forge of Creation."

"I suppose . . . that makes sense." Robecca nodded; she herself knew very little about Celestialsapiens and their habits and behavior, other than the fact that they actually existed and were not myths, contrary to Rook's prior knowledge, and possessed the ability to warp the fabric of the universe and space/time itself with but a thought after millions upon millions of years of evolution since they first evolved at the birth of universe itself. Such a thought made her processor hurt, but then again, so did taking a few punches to the head.

"You wanna stop by the Smoothy? I'll buy." Kevin offered his one of his two gearhead buddies; while Rook was one of if not the best mechanic Kevin had ever had the pleasure of meeting, he had to say that Robecca's almost superhuman ability to remember and memorize hundreds of repairs and procedures was uncanny. Not to mention, the robot liked to tinker just as much as the Osmosian did, the two of them forming a sort of mutual bond and respect for each other ever since Ben's absence.

Before Robecca could give a reply however, the Plumber badge she kept locked away nice and safe within her body hatch buzzed, signaling a call; she carefully slipped her hand under her shirt and finished around for the opening to the hatch, glaring smugly at Kevin as the Osmosian watched awkwardly until she managed to open the hatch wide enough to pull out the vibrating device and answer it.

"Hello? This is Plumber Agent Robecca Steam." the robot recited.

"Robecca! We need backup!" Spectra's panicked voice came from the other end; the sound of steady blaster fire could be heard from the other end, among the usual sounds of destruction. "I repeat, we need backup!"

"What's goin' on?" Kevin asked, raising an eyebrow as Zed growled venomously.

"It's Rojo!" Spectra grunted, interrupting the call briefly to give a battle cry as blaster fire that sounded alarmingly close to her Plumber badge followed. "She's hunting us!"

"Hunting you?" Kevin sounded confused. "Uh, correct me if I'm wrong, but don't the bounty hunters usually go after Ben?"

"Ben's not here, luv." Robecca rolled her eyes.

"Oh. Right." Kevin remembered sheepishly. "So, uh, what does she want?"

"Mine or Nefera's Omnitrix! Either one!" Spectra shouted from the other end. "Send backup, quickly! She's a lot more heavily armed than last time! Agh!"

"Spectra, a little air support would be nice!" Nefera yelled from the other end.

"Gotta go!" Spectra signed off before the line went dead, filling the elevator with silence once more.

"Looks like a change in plans." Kevin sighed, cracking his knuckles as he canceled the previous order given to the elevator and pressed a second button for a different floor. "I still don't get why old Squid Face would even bother with the Omnitrix anymore."

Robecca shrugged. "At the moment, luv, I hardly thinks he even cares about it anymore, which is really saying something after how long he's tried to pry it off of Ben's wrist. My processor suspects that he's either a complete loon and out for revenge, with the gain of an Omnitrix being a bonus, or he thinks that we'll be much easier prey compared to Ben."

"Old Calamari Beard finally wised up, eh?" Kevin cracked a slight joke; Robecca allowed a small smile to grace her metal lips as the elevator doors dinged open and led them out onto an open platform. With Zed taking the lead, the two of them rushed down the nearest hallway and took a sharp left, leaping over a group of smaller Plumber technicians as they did one of the multitude repairs needed to the space station, due to a certain evil geneticist trying one too many escape attempts that landed him in a solitary confinement sphere in the darkest recesses of the Plumber prison. The three of them eventually found the location they were looking for and all attempted to try and get through the door first at the same time; this resulted in them becoming tightly wedged, with the door frame scrapping loudly against Robecca's skin until the three of them finally managed to slip through and land in a heap on the floor.

"You could have just knocked, you know." a voice told them; Robecca looked up from the floor and shook her head to clear her vision to see a tall, well built boy with bright blue, intelligent eyes that seemed to sparkle and shimmer like circuits and sharp, blonde hair that ended with bangs hanging just barely over his face. He wore an old, purple football jersey with a yellow number three on the front and a pair of tan cargo pants with pockets that clinked and clattered whenever he moved. A tool belt filled with alien tools and devices sat tightly clipped around his waist and where his right hand should have been was instead a large, chrome and black gauntlets with a green port in the palm and sharp, metallic claws for fingers.

"Well excuse for being in a hurry, Coop." Kevin grumbled as he picked himself off of the floor and dusted himself off. "Wouldn't want to interrupt your latest make out session with your ghoulfriend now would we?"

"Function L0V31 has not been activated as lately as you would like to believe." a second, computerized voice buzzed; a girl about a head shorter than Cooper's impressive frame walked out from behind a large device aimed at a target board on the far side of the lab they were currently in, sauntering over to them with a somewhat jerky movement. She had pale, chrome skin with fluid, ball-socket joints far more complex than Robecca's and more sensitive and flexible wrist joints as well. She had long, flowing black and blue hair pulled into a luscious ponytail that reached her slim shoulders and bright, dazzling optical sensors like the night sky inside of her cranium capacitor.

"Elle? I haven't seen you for a while, luv." Robecca smiled brightly upon seeing the more sophisticated robot once more. The two of them had briefly met their their small time at the Plumber Academy; seeing as how the two of them functioned differently than biological lifeforms, they simply had all the data and information uploaded into their respective processors and data boards, a procedure that gave them more than enough time to talk with one another and find out that despite them being of varying degrees of technology, had much in common.

"Approximately one-hundred twenty Earth rotations," Elle corrected her, waving her finger in front of her as the shimmering, blue image of a clock appeared from the projector lenses on her forehead between her slim, metallic eyebrows and wide, starry eyes. "But who is counting?"

"This is nice and all, but Spectra and Nefera need backup if I remember correctly." Kevin coughed, cutting the conversation short. "Is that hunk of junk safe?"

"Hunk of junk broken! FIX! FIX! FIX!" a red creature covered from head to toe in rust-colored fur with black rings and stripes around its eyes and tail respectively; five surprisingly human-like fingers sat on each foot and hand, the ones on the feet more adept to gripping than holding. The animal wore a black and green aviator's with a pair of yellow-tinted goggles on its head. The scrappy creature had a pair of spiked, imp-like ears under its aviator's cap and had a smart and mischievous gold-colored eyes with sharp teeth protruding out from the upper jaw and below a comically, large nose. A furry, black, ringed tail frisked about excitedly while Rivet bounced about excitedly.

Cooper shrugged and ignored the little, imp-like creature. "We're still in beta after we did some rewiring. It's a wonder Blukic and Driba actually managed to get this dinosaur working."

"Where are they anyway?" Robecca asked as she, Kevin, and Zed bravely stepped in front of the experimental teleportation device; Rivet began to excitedly hammer and pound away at the buttons with extreme vigor until Elle grabbed a hold of the back of his uniform and tossed him over her shoulder where he landed in a pile of discarded and semi-destroyed test dummies.

"Doing repairs to the main core. Animo's Technobugs did more damage than they wish to admit." Elle replied as she made some final adjustments to the teleporter while Cooper grabbed the white gauntlet like device on his hand and touched his fingers to two sensors on the wrist, allowing the gauntlet to unclasp from his hand and let itself be rested on the table Cooper had previously working at before being interrupted.

"Are you sure you want to go through with this? I did say it was still in beta." Cooper warned them.

"Hit us with your best shot." Kevin smirked as he crouched down to the floor and touched a hand down between his feet, focusing for a split second as the cool metal crept and inched its way up his fingers and arm, across his shoulder and chest until he was covered from head to toe in a durable shell of glimmering, metal exterior; Zed barked with agreement and growl threateningly, crouching down into a pouncing position while Robecca nodded and gave the pair a thumbs up.

"Call us if there are any malfunctions." Elle suggested them. "That is, if you are able to." With that being said, Elle pressed a button on the side of the teleporter and promptly slid a pair of protective eyelids over her optical sensors while Cooper fumbled with a pair of goggles; the long, pointed end of the teleportation device sizzled and crackled with a dangerous amount of energy as it hummed and warmed up and finally fired off, striking the robot, Osmosian, and Anubian Baskurr full on and engulfing them in a bright, green energy before separating and splitting them down into atoms and sending them away from their current location at light speed.

"Are they gone?" Elle wondered as the protective lids slid back out of the way of her optical sensors.

"Readings indicate they reached the target location safe and in one piece." Cooper answered, glancing at a computer console towards the back of the teleporter. "I think it's safe to say that we can move out of beta and into gamma for the necessary fine tuning before we can send this to the Magistrata."

"I believe that can wait." Elle purred in a seductive, computerized voice. "Activating function L0V31."

"I think you just blew out my memory banks." Cooper smiled as he embraced the ghoulfriend he loved dearly, regardless of whether she was artificial or not; after all, if Ben could love a robot that was far more primitive compared to Elle, why couldn't he?

If only Rivet would stop singing sappy, off-key romance songs at the top of his lungs.


Contrary to what both Cooper and Elle might have been feeling at that moment, Robecca and Kevin were feeling the exact opposite as they and Zed were teleported in the middle of downtown Bellwood and were immediately met by blaster fire that forced Robecca to duck for cover as Kevin morphed his hands into a pair of blades and deflected the blaster fire off of him.

"About time you showed up!" Nefera grunted as she deflected blaster fire from Rojo as the mercanary sniped at her from atop the remains of a smoking car that had been inadvertently destroyed; the bounty hunter had spiky, crimson hair with a gray face helmet that cupped and sheltered most of her face, leaving only room for her piercing red eyes and sharp, black lips. She wore a slim, black bodysuit with glowing, pulsing red lines tracing their way up her legs and arms to join with the multiple spikes that sprouted forth from Rojo's body and interlocked with a white skull on the front of her chest.

"Hold still, Bandage Face!" Rojo growled. "Vilgax's got a price on your head that I aim to claim!"

"We kinda figured that out when you nearly blasted my head off!" Nefera shouted as she deflected the latest round of blaster fire with her shoulders and rushed at Rojo, swiping at her with her katana blades and forcing the bounty hunter to leap over the swords and jump back to avoid getting slashed; now having the upper hand, the mummy quickly slid her katana blades back into their sheaths as she activated the Omnitrix strapped to her wrist and immersed herself in a flash of Nile blue light that warped and scrambled her DNA into something new. Nefera's tan skin began to blister and crack horribly, as if she was covered in a layer of mud that had spent too much time baking out in the sun as it turned a pale shade of pale, almost white gray in color and revealed itself to be scales; the coating of flaky scales that were quickly being covered in a thin, sheen of wet slime raced up her arms as they swelled and pulsed with shifting muscle and tissue, traversing smoothly across her rounded shoulder and down her chest while her neck thickened and allow three slits on either side of her neck to open up and suck in a wet breath. Consequently, Nefera's nose was compressed back into her face as her skull elongated slightly and thrust her lower jaw out into a massive underbite while her teeth ripped through her gums and formed themselves into dozens of spike-like teeth that glistened in the light. Sharp fins pushed themselves out of her lean arms as webbing formed between her claw-tipped hands as a long, flowing dorsal fin sprouted from her head and ran down to the waistline of a black and Nile blue loincloth of sorts that allowed her slim, scaly legs to slide out from either side. Her forehead pulsed and bulged slightly like a massive zit that was about to explode until a long, wiry antennae with a small, glowing bulb at the end thrust itself out of her skull; the transformation as a black collar or sorts formed over her upper body as a pair of large, bulbous tanks formed around with gills that smoothly transitioned into a black and Nile blue trimmed top with the Omnitrix at the center of her breast bone.

"Looks like you bit off more than you could chew." the Piscciss Volann hissed venomously, clamping her steel bending jaws shut just an inch from Rojo's face.

"Looks more like I'm having fish sticks tonight." Rojo smirked.

"Nefera behind you!" Spectra warned.

"The name's Piscesca!" the Piscciss Volann corrected the ghost; unlike Lilith, who had been done in by criticizing fans and press, she had been forced to change her name out of sheer embarrassment at coming up with a ridiculous name in comparison to Ben's. Granted the name 'Four Arms' was not very clever compared to some of his other, more catchy names, but there was only so much could do with a burly, four-armed alien that could easily tussle with a woolly mammoth with two arms tied behind his back. Regardless of what her name was however, Piscesca ducked in the nick of time as a hot beam of unstable energy fired over her head and into the store beyond, blowing it up into a fiery explosion that would have normally made a Piscciss Volann gasp for breath from the extreme heat had the new breathing devices been implemented into her current transformation.

"Don't just stand there! Give us a hand!" Spectra yelped as a second woman with more healthy looking skin in comparison to Rojo, blonde hair, sharp blue eyes, and identical, yellow armor to her boss slashed at her with a pair of glowing, orange energy claws that loudly sliced through the air with a loud whistling noise; the ghost avoided them at all costs, the bleeding slash marks on her ankles that had sliced through several of her decorative chains being more than enough reason to do so.

"Way ahead of you." Kevin smirked as he rushed at the yellow woman, Amarillo, and swung his sharpened, bladed hands out at her, forcing her to bend over backwards to avoid the metallic edge as it missed her chin by a mere inch before she swung back up and swiped at Kevin with her energy claws, succeeding in dashing him across the face and tearing away at his metal exterior.

"Ow!" Kevin growled with annoyance as he swiftly compressed and shifted his left hand back into a fist and swung it forward, connecting it with Amarillo's jaw with a loud crack! as she stumbled backwards, disoriented; Zed took the chance to rush forward and past her master, bounding into the air and tackling the yellow mercenary to the ground with a savage growl, fearlessly clamping her bony jaws around the woman's armored shoulder and tearing away the spiked shoulder pad with ease as Amarillo struggled to get the Anubian Baskurr off of her.

"Good girl." Kevin grinned smugly.

"Bad dog!" Amarillo snarled, managing to deck Zed across the face and shove the Anubian Baskurr off of her with a low whimper of pain before she sprung at Kevin, low and parallel to the ground, attacking his legs with a swipe of her energy claws and tripping him up; the Osmosian fell to the pavement with a grunt and quickly rolled over on his back to block and parry a swipe at his face by Amarillo once more.

"You're losin' your touch, kid!" Amarillo grinned as she applied more pressure behind her claws.

Kevin grunted and struggled to maintain his hold. "Not a chance!" he barked angrily, shoving up and pushing Amarillo off of him just in time for Zed to slam into the bounty hunter from the side and send her sprawling across the road; the Osmosian quickly climbed to his feet and shifted his hands into a pair of large mallets that he clanged together before rushing at the mercenary with anger, swinging one of his arms and connecting with her frail body to send her flying the front of front window and wall of a nearby flower shop, decimating it in the process.

"I love me some collateral damage." Kevin smirked as he charged at his adversary.

Robecca was having slight more difficulty than either Kevin or Piscesca, up against a third woman with earthy brown skin, navy blue hair, cold green eyes, and a suit that was all but identical to her other two partners, with the exception that it was colored a dark, vibrant blue and that she had chosen a sizzling, red power sword for her weapon; a pair of laser blasters sat clipped to her belt as well, allowing her to attack from close range and a safe distance away, something that worked against Robecca despite her ability to easily outmaneuver the woman, Azul, and fly.

The android had mere seconds to jerk her head to the side to avoid a downward strike that could have easily sliced her in two, the crackling energy blade of Azul's power sword sinking deep into the pavement of the road beneath her feet before the mercenary pulled the blade out and swiped it at Robecca's head, forcing the robot to bend over backwards to avoid getting hit.

"Easy, luv! I don't wanna hurt you!" Robecca cried as she activated her rocket boots and blasted off of the ground to avoid a third swipe of the power sword.

"Funny. 'Cause that's exactly what I want to do to you." Azul snarled.

"Trust me when I say that the feeling is mutual." Spectra frowned as she slammed a hand down on the activation button of her Omnitrix and encompassed herself in a flash of bright, purple light. Her translucent figure flickered and blinked furiously before it solidified greatly, the heavy weight of flesh and bones weighing her down as her wrists bloated to the size of basketballs while her fingers cracked and hardened, turning into large black claws; the blubber from her hands traveled up the length of her arms, expanding and growing and swelling to massive proportions on her shoulders. Her belly suddenly exploded outwards in comparison to her previous figure while her legs crunched and compressed heavily against each other until they were mere stubs of their former selves with bony, black claws tipping them and supporting her weight. Spectra's skin began to harden in certain areas, piling up into layers on her shoulders, back, thighs, and wrists; durable, purple armor that could withstand the strongest of acids and lava now covered her protectively while the top half of her ivory body turned a pitch black in color, a stripe slithering down between her widening eyes. Her neck ground and snapped loudly as her head was compressed into her shoulders, her mouth widening to fit appropriately over her wide face as her teeth sharpened slightly into dull fangs. The final part of the transformation was the addition of tight, black, bikini-like clothing over her slight, feminine figure with the Omnitrix positioned squarely between her dull breasts.

"Cannonball!" Rollchelle bellowed in a deep, feminine voice that would have some laugh had the Arburian Pelarota not swiftly curled up into a tight ball and come plummeting back down to the ground; Azul had less than two seconds to react before she dove out of the way and rolled across the road, deactivating her power sword and pulling out the dual pistols clipped to her belt to fire off at Rollchelle while Robecca retreated some distance away.

Azul gritted her teeth as she continued to fire off at the Arburian Pelarota's unbreakable shell with no effort whatsoever, the blaster fire bouncing harmlessly off of her armored plating and ricocheting into the surrounding area; cars whined and screamed as their alarms went off moments before they exploded, street lamps sizzled and cracked as their light bulbs were shot, and the few trees the city had planted for decoration and air purification purposes shattered in a shower of splinters and caught flame.

"Hold still!" Rollchelle grunted as she suddenly uncurled and swung at Azul with a set of dagger-like claws that could have left gouges in a brick wall had the blue mercenary not jumped over the swing in the nick of time and managed to kick the Arburian Pelarota in her wide face as she backflipped onto her feet and continued to fire at her exposed face with little effort.

"Eat hot lead, freak!" Azul screamed.

"You do know I have armor, right?" Rollchelle deadpanned before she folded up on herself and rushed at Azul; the bounty hunter jumped up and over the rolling ball of death, sniping at the armored plates that encased her in the hopes of getting lucky when she was suddenly slammed into from the right and slammed to the ground, knocking the wind out of her.

"Watch it!" Rojo snarled at her, picking herself up and firing her blaster off at Piscesca as the Piscciss Volann jammed her claw-tipped fist into the hood of car and tore it off to act as a shield before she gave a warbled screech and chucked it at Rojo; the bounty hunter ducked as the car hood spun through the air above her and sliced clear through the trunk of a small tree, crumbling to the ground with a loud screech.

"Sorry, boss." Azul grumbled, rubbing her skull.

"Just don't let it happen again, bitch." Rojo growled as she charged back into battle just as a white news van with the words "Channel Three" printed on the side in bold, slanted, golden letters so that it would be able to see from blocks away; the side of the van opened up and two figures hopped out, the first being what most would assume to be an average human man just trying to do his job while lugging around a big news camera on his shoulder. The second figure however, was anything but human with five, golden eyes on his olive green face, tendrils and barbels on his chin, fin-like ears, gills, dozens of wart-like lumps dotting his slime-coated body, and the sticky tentacles that he had instead of regular hands. The pair of glasses that he wore on his face and the crisp, black suit with a red tie and blue handkerchief stuffed in his left breast pocket suggested however, that the clearly alien creature may have, at one point, been human.

"Will Harangue here, live on Channel 3," the slimy alien spoke in a loud and nerve grating voice. "Where the latest threats to public safety, none other than the menace that is Ben Tennyson's own monster spouses! One questions why we even allow such vile and clearly dangerous creatures to roam free in country, endangering lives and costing millions in property damage in their attempt to be showboating vigilantes."

"Seriously? Three psychopaths are firing lasers at us while we defend ourselves and you're calling us the bad guys?" Rollchelle frowned as she unfolded herself and swung a bloated hand at Azul, managing to deck her across the face and stumbling before the Arburian Pelarota curled back up into a ball and rammed into the mercenary, flattening her to the pavement and knocking her into unconsciousness.

"Thus furthering proving my point about the monster and alien menace festering beneath our very feet!" Harangue ignored the Arburian Pelarota. "It is our duty as citizens and rightful owners of the planet Earth to rise up and defend ourselves against such monstrosities!"

"Says the guy who is not only an alien himself, but allied himself with the Incurseans once they exiled our boyfriend and sent the entire world tumbling into a state of fear." Robecca grumbled before she suddenly cried out as she was slugged across the face from the side and sent sprawling across the ground, her metal skin gaining several new dents and bumps as she finally came to a stop with a groan and rolled her optical sensors upwards just as a set of spiked, armored boots stomped down in front of her face. Robecca looked upwards to see a fourth woman with skin nearly as pale as Rojo's with cold, brown eyes like frozen earth and long, flowing, green hair that was shaved off on one side and swept over the other side; the woman wore an identical, armored outfit to the rest of the members of gang, save for the fact that it was the color green, like that of lush grass in the afternoon sun.

"Venus . . ?" Robecca groaned, her mental processors confusing the image of her beloved ghoulfriend with this heartless mercenary that bared so much resemblance to her.

"Name's Verde, bitch." the bounty hunter smirked as she stomped her spiked boot down on Robecca's back and planted her face into the pavement. "Any final words before I beat you into scrap metal and steal Vilgax's oh-so precious watch for 'im?" she growled as she drew back a pair of orange, glowing gauntlets on her hands that were clenched like fists.

"Cleo-wrap-tra . . ." Robecca moaned as she tapped the Omnitrix fixed to her bronze wrist and slapped the activation button without looking, engulfing herself in a flash of golden light. Her bronze plating crumpled and groaned loudly as it was compressed and crunched together loudly, her entire body screeching in protest as she was squeezed; for a split second, Robecca thought she was going to die until her delicate fingers fused together and suddenly sprouted small, brown pebbles at their tips. She watched with amazement as the pebbles traveled up her fingers and swallowed her hand, growing into large rocks and stones that made their way up her swelling arms and became large, tough boulders that made her entire shoulder width and bulk. Her body jerked and jostled as rock and stone took over her physiology, punching through her metal exterior and fusing together into tough plates that turned a variety of shades of brown and tan in color as sharp spikes jutted out of Robecca's fore arms and shoulders; her head was squished down into her body slightly, her brow becoming thick and heavy as her ankles and feet exploded in size and were turned into a pair of rocky pillars that roughly transitioned into her thighs and hips. The transformation ended as a pair of black and copper shorts, a top that covered her rocky bust and tapered into a thick collar around her neck, and a pair of thick braces around her wrists materialized on her, the Omnitrix appearing on her breastbone.

"Whoa! Check me out!" the Basalt exclaimed in a deep, graveled voice as she effortlessly climbed to her feet and pushed Verde off of her, towering over the woman by a good four feet as she examined her new form. "I think Ben already has this one; what did he call it? Rocks?"

"Sounds right to me." Kevin grunted as he threw Amarillo threw the air and managed to land her on top of Verde, sending the both of them tumbling into a tangle of arms and legs; Zed barked in agreement, coming to sit patiently by her master's side as he took a shallow breather.

"Come on, ladies! We've got cash to earn!" Rojo barked angrily as she kicked Azul's unconscious form out of annoyance.

"Yes, boss . . ." Amarillo and Verde groaned as they hauled themselves to their feet.

"If I may ask a quick question before I resume pounding you, but why do you listen to her when she treats you so badly?" the Basalt wondered.

"Because she pays us." Amarillo growled. "Plus, we like to cause as much destruction as she does."

"Then get to it! I'm not paying you to have a stupid tea party with a rock monster!" Rojo roared as she fired at Piscesca. "Damn it! How hard is it to make a fried seafood platter!?"

Kevin sighed and pinched his brow. "You see the nutbags that we're dealing with here?" he turned to glare coldly at Will Harangue as the cameraman turned to focus his attention towards him, much to Will's chagrin. "You really want these psychos running free on the streets?"

"Hey! Stop giving the public a biased statement!" Will griped angrily, stepping back into view of the camera that Kevin was stealing away from him.

"Says the guy who is quite literally being the father of all hypocrites right now." Piscesca gurgled as she ducked under Rojo's blaster fire and grabbed a fallen lamp post, biting the long, metal rod in half with one movement of her steel bending jaws to make it easier to lift, and swung it like a baseball bat, slamming it into Rojo's side and sending her rolling across the pavement, her gun clattering a good distance away. Before the Piscciss Volann could finish Rojo off however, the Omnitrix attached firmly to her breastbone beeped and finally timed out in a flash of Nile blue light, returning Nefera to the world.

"Voltage." Nefera cursed before she slammed into from behind and to the ground, Verde standing over her with triumph.

"Hah! We got one!" she smirked. "Extra pay tonight!"

"Just cut off the stupid watch before I fill you bitches full o' holes!" Rojo snapped angrily.

Amarillo frowned as she made a movement to slice Nefera's hand off with her energy claws. "I beginning to think the rock monster has a point. I can't believe we're takin' this much abuse for money."

"It's five thousand an hour," Verde rolled her eyes. "Plus an extra one thousand for if we're the ones to get the watch ourselves; seein' as how I caught her and you're takin' the watch, that's at least five hundred split between us." the green bounty hunter calculated.

"Aren't you a little too good with numbers to be in this line of business?" Nefera grumbled from the ground at simultaneously being defeated and having her new dress ruined.

"Someone has to count up the money," Verde shrugged. "Rojo may be as mean as a wolverine, but's about as dumb as one as well. Plus, she's really good in bed."

Nefera blinked in surprise at that. "Wait . . ."

"Verde, what did I tell you about keeping you filthy trap shut!?" Rojo growled as she rushed low across the ground and managed to grab her blaster to whirl around and fire at Kevin; the Osmosian quickly erected a sturdy shield out of his right arm and shifted his left limb into a long, sharpened blade. Like a valiant knight charging into battle, he rushed at the bounty hunter and rammed her with his shield, knocking her blaster out of her hands with a swipe of his bladed arm as she was knocked to the ground and pinned there by Zed, the Anubian Baskurr growling menacingly in her face.

"What do we do? Save the boss or get the money?" Amarillo wondered, hesitating just an inch from Nefera's wrist.

"How about getting off of my friend!?" Rollchelle growled, appearing behind the both of them and grabbing them by the back of their heads and slamming them together, knocking the both of them out and sending them crumbling to the pavement; the Arburian Pelarota hauled Nefera to her feet as the Omnitrix timed out and returned Spectra to the world, a satisfied smirk on her violet lips while the Basalt that had once been Robecca lumbered over and deposited Azul's unconscious form onto the pile of fallen bounty hunters.

"You gonna quietly, or is this gonna get louder than it already is?" Kevin asked Rojo with a smug look on his face; the bounty hunter growled and gritted her teeth, glancing at the fallen bodies of her gang and the triumphant grins on Spectra and Nefera's face before turning back to stare Zed right in the eyes and, to a lesser extent, Kevin as well. She knew she was cornered, outgunned, and down right humiliated, especially with the cameraman zooming in her on face, as if to further make Kevin's point; if only there was some way to even the playing field a little . . . a suddenly honking noise caught her attention and she rolled her eyes back to just barely see a yellow school bus with little kids plastering their faces up against the window at the sight of the battle come driving by.

Opportunity.

"Not a chance, shithead." Rojo hissed, grabbing Zed by the neck with her hands and shoving the Anubian Baskurr off of her before throwing her at Kevin, sending the both of them falling to the ground as she scrambled to her feet to pick up her blaster and level it at the school bus as it drove past; one pull of the trigger was all it took as she fired and took out one of the front tires, melting it into hot, molten rubber that instantly sent the vehicle swerving all over the road. With a satisfied smirk, the bounty hunter ran up the road towards her waiting hoverbike and kicked it into high gear, the engine roaring loudly and spewing out exhaust as she turned around to mock them all. "Later, suckers!"

"She's getting away!" Spectra shouted.

"We've got bigger problems than that!" Nefera yelled, pointing towards the school bus full of children as the bus wildly swerved around the road, heading for a s steep incline just half a block away and closing.

"I hate it when the bad guys play dirty." the Basalt grumbled under her breath as she charged after the runaway school bus like a freight train, her pillar-like legs pounding against the road as she struggled to catch up with the run away vehicle; the bus was almost near the steep drop when the Basalt remembered what Ben had used his own version of the form for. With a grunt, the Basalt thrust a hand down into the road and watched as a cracked appeared in the pavement, widening into a deep fissure that ran under and past the run away school bus until it was head far enough to allow several large and sharp rocks to thrust out of the earth's crust and act like a cushion or sorts to stop the bus just in time before it was sent tumbling over the edge.

"I knew there was a reason I was gonna call this one Terraquake." the Basalt stared at her fist with bemusement; she smiled sheepishly and gave a friendly wave at the school bus as the kids cheered for her and continued to do so as she grabbed the back of the school bus and pulled it back a safe distance from the drop with minimal effort.

"Nice save." Kevin nodded as his tough, metal exterior slithered and melted away.

"Thanks." Terraquake gave a crooked, rocky smile that slowly turned into a deep frown. "I don't think our efforts were entirely appreciated though." she narrowed her eyes; Kevin followed her gaze and felt a frown of his own arch its way across his face as he watched Harangue frantically ranting and raving in front of the camera like the hypocritical madman he was, something that was slowly grating Spectra's nerves.

" . . . A publicity stunt to keep the threatening name of Ben Tennyson alive in our trembling hearts! That's right, loyal viewers, these villainous creatures are nothing more than lying, cheating scam artists that determined to suck our precious funds dry as much as they want to suck all our blood and bodily fluids! And Tennyson is their ringleader! The great Ben 10 is letting his foul choice of spouses have the control over us law abiding citizens while he gathers more power and control over us-" was as far Harangue got before a pair of thick, rocky fingers curled strongly around him, pinning his arms to his sides and easily lifting his squirming form off of the ground until he was eye level with Terraquake.

"Take. It. Back." the Basalt snarled, narrowing her golden eyes at the newsman.

"I would if it weren't all true!" Harangue spat, struggling to get free. "Now let me go! This violates my right to freedom of press!"

"And yet, you chose to waste it on spreading rumors and lies and lining your pockets!" Spectra snarled, getting right in his face and making him cringe slightly in Terraquake's tight grip. "Despite Ben's best efforts to protect the ones he loves and the universe at large, you continue to berate and conspire against him, even though he's done nothing but good! You want to know where you would have been had Ben not received the Omnitrix in the first place? Dead. You want to know where you would have been if Ben didn't stop the Highbreed invasion? Dead. You want to know where you would have been if Ben didn't stop Aggregor? Dead. You want to know where you would have been if Ben didn't return after Incurseans ejected him into space? Dead. You want to know where you would have been if Ben didn't stop Maltruant in the nick of time and prevent him from recreating the universe in his own image? DEAD AND NONE EXISTENT!" Spectra yelled straight Harangue's face.

"And you're point, Death Breath?" Harangue frowned. "Seriously, have you undead creeps not heard of a breath mint?"

"That you are nothing but a lying conman that gives reporters a bad name!" Spectra screamed in his face, blowing his fleshy tendrils and growths back from the sheer blast of her already wearing thin temper. "You don't care at all about the public's safety! All you care about is garnering more ratings by badmouthing my boyfriend instead of doing your job right!"

Harangue smirked. "You're just jealous that I'm an anchorman-"

"A very bad anchorman." Spectra interrupted. "Now if you'll excuse us, we have three criminals to imprison and a fourth to track down."

"What should I do with him?" Terraquake asked, holding Harangue like a toy.

"Toss him." Nefera shrugged as she finished setting the cuffs on Verde, Azul, and Amarillo; seconds after the mummy suggested that, the Basalt swung her arm and sent Harangue screaming flying simultaneously up into the air and onto the nearest roof top some thirty to forty yards away. "I didn't mean literally!" Nefera cried.

"Who cares? Slam dunk!" Kevin grinned, high-fiving the Basalt after he found out that the grumpy newsman had landed in the birdbath of a roof top garden and was currently getting pecked and attacked by a flock of pigeons that didn't take kindly to having their morning bath disturbed; the Omnitrix timed out seconds later and returned Robecca to the world in a blast of golden light.

"Hey, Elle? Can you stop making out with your boofriend long enough to teleport Rojo's gang up? And tell the technicians to try and keep tabs on Rojo while they're at it; she got away again." Spectra spoke into the Plumber badge she had earned at the Plumber's Academy while slipping the new, experimental blaster Blukic and Driba had given to her to her belt.

There came a muffled groan from the Plumber badge. " . . . weren't making out!" Cooper's muffled voice came from the other end.

"Lies! Lies! Lies! They make out big time! Big! Big! Big!" Rivet's voice crackled loudly in Spectra's face.

Nefera rolled her eyes as a slight blush crossed her face. "Please. After everything we've done with Ben, we know the sound of two lovers getting nice and cozy all too well."

"Too much information, thank you very much!" Kevin exclaimed, clapping his hands over his ears in an attempt to block out the innuendo-filled words that assaulted his ears and made him feel uncomfortable in general; Zed whimpered and covered her ears with her paws as well just as crackling, green flash of light encompassed the three, unconscious bounty hunters and divided them down into their most basic of components and make up before teleporting them up and away.

"You know, you could learn a thing or two from Ben, Kevin." Nefera smirked. "To think, he has all us, and you only have Gwendolyn . . ."

"As if I haven't heard that one enough from Gwen already . . ." Keving rumbled under his breath, slapping his face in his palm, knowing that he might actually have to take a leaf out of Ben's book for once on how to actually charm a girl of any species. "Either way, me and Bec were goin' for a smoothy run. You up for it?" he steered the conversation away from his love life.

"As long as they've got Booberry Fusion, I'm all for it." Spectra shivered with anticipation at relaxing after a long battle with her favorite frozen beverage; the thought made her wilt slightly though, remembering how much Ben loved Mr. Smoothy's and the countless hours they shared together there just wasting time that wasn't spent on saving the universe on a weekly basis. Somehow, a trip to their favorite restaurant just wasn't the same without Ben trying to make them all laugh by sticking straws up his nose and doing a derpy impression of Vilgax for their amusement or acting like a trouble magnet and attracting one bounty hunter or another after his or their heads.

As the five of them walked down the road towards the nearest Mr. Smoothy's, Spectra kept a close on her fellow ghoulfriends; while she had only lost Ben, which in itself was a devastating blow, they had both lost someone very close to them as well. Robecca was very forgiving of Rook for failing to save both Venus and Jane from getting sucked through the malfunctioning Null Void Projector, despite the many hours she had spent crying out her oil tanks in the hall closet and creating a slippery, black mess for the Plumber cadets to clean up while the cleaning droids were down for maintenance, but Nefera had been giving the Revonnahgander the cold shoulder for nearly two weeks straight for losing Whisp, only speaking to him when absolutely necessary and trying to avoid him at all costs; this confused Spectra as she thought the genie and mummy were only very close friends, but this was quickly put to rest when she remembered their first official date with Ben that had nearly gotten them all kicked out of Pakmar's restaurant (which was still miraculously standing, somehow).

The ghost was so busy watching Nefera and Robecca that she all but phased right through the later without even realizing it for a split second when the robot stopped in front of a store window, hovering a few inches above the sidewalk on her rocket boots as she starred intently through the glass; floating back to see what had caught Robecca and now Nefera's attention, Spectra found that the two of them had stopped in front of a toy store with a display in the front window.

The display was decorated in various shades of green and black with a sign advertising the latest arrival of the newest Ben 10 action figures and toys; the sleek, plastic figures of Four Arms striking a powerful pose and Phobos (now with three different sets of shadow weapons and five all new catch phrases) standing in front of the latest collection of Ben 10 comic books only briefly caught Spectra's attention until she realized what Nefera and Robecca were really starring at. Sitting neatly in a row at the front of the window were small plushies of several of Ben's aliens, but there were also stuffed versions of Ben himself, Frankie, Lorna, Twyla, Jinafire, every single one of them was sitting there starring blankly back at them with their big, adorable, black eyes.

Spectra had been starring at the display with mild surprise and interest for so long, hardly believing they themselves had become as popular as Ben was so quickly, that she hardly noticed Nefera and Robecca's absence until the bell to the toy store ringed cheerily and the two of them came walking back out with a bag clung tightly in each of their grasps.

"Did you two . . ?" Spectra started, only to stop when she saw Nefera pull out a small, plush version of Ben out of the bag and hug it closely to her chest, closing her eyes as she held the toy close to her; the small toy had soft, brown felt for Ben's hair and an adorable, mouthless face along with a cute outfit nearly identical to that of Ben's, even going so far as to include a tiny version of the Omnitrix itself fused tightly to his wrist and a small, red creature dressed in a black and green aviator's outfit complete with a tiny pair of goggles, a striped tail, and large, pointed nose; Spectra stole a peek into Nefera's bag and noticed a second plushie lying inside, this one being of a girl with pale, pink skin and deep blue hair and pointed ears that wore a pink and blue top that exposed her midriff, a pair of baggy, black pants, and a pair of pointed, golden shoes on her feet.

The ghost looked up in time to watch as Robecca pulled out a Ben plushie of her own and slipped it into her body cavity before reaching into her bag and pulling out two more toys; the first had bright, green skin had long, flowing, neon pink and green hair that was shaved off on one side and swept over the other side of its mouthless face and wore a small, blue vest over a tight black top and miniskirt with a pair of carnivorous pumps on feet complete with little fangs and small vines curling up around its legs and arms, a perfect rendition of Venus with a small, green, carnivorous plant sitting comfortably in her lap. The second was a pale, purple figure with wild black, purple, and pink curls pulled into a ponytail that was dressed in a blue top with feathered sleeves, a blue miniskirt, and ragged black leggings that ended where blue braces that resembled a coiled snake and a tribal marking of some kind wrapped around its legs and connected with a pair of blue sandles; the figure held a small walking stick in one of its hands with a small, voodoo sloth cling to her back through the use of Velcro.

"Lets go get those smoothies." was all Robecca said as she closed her body hatch and tossed the shopping bag into the nearest garbage can without saying another word while hovering down the sidewalk after Kevin, who had only noticed their recent disappearance mere seconds ago. Nefera quickly followed, her firm grip on the Ben plushie never faltering or leaving her chest as she caught up with Robecca; Spectra watched them go to catch up with Kevin and Zed before glancing back at the display in the toy store window.

Without a second thought the ghost phased through the door of the toy store.


Cerise hated being watched.

She supposed that it was slightly her fault that she chose to eat breakfast with Ben, Apple, and pretty much every one else that had been under the cursed riddle book's spell, but she didn't really care either way as she dug her fangs deep into the leg of mutton in her grip before tearing it away and chewing. Cerise supposed that her dislike of having people starring at her came from her heritage and that the fact that prying eyes often meant trouble, but it could also be the fact that she was sharing a plate of mutton with a werewolf without batting an eye.

"C'n you pass the steak sauce?" Clawdeen asked hungrily as she gnawed the last scraps of meat off of a bone; Cerise happily complied, handing the werewolf a small packet as she shifted her legs and heard a slight, pained grunt from beneath the table.

"Sorry, Jane." Cerise apologized.

"D-Don't worry about it." Jane said from underneath the lunch table; the shape-shifter already felt bad enough about all the terror she had caused, savagely attacking the helpless fairy tales and acting like a mindless, vicious beast fully intent on sustaining herself off of their flesh and bones to provide herself with sustenance.

"You sure you're comfortable down there?" Ben asked with concern, bending back to look under the lunch table to see the shape-shifter hunched over a small plate of tropical fruits; unable to cope with the sudden attention directed towards her, Jane had opted to hunker down and hide under the lunch table to eat her lunch in the privacy that her ghoulfriend, boyfriend, and other friends provided with their legs.

"F-Fine, Ben." Jane told him as she popped a grape in her mouth and chewed; a slight cracking noise caught her attention and she turned to see a long, green vine slither down underneath the table in her direction, a pair of sweet, juicy mangoes hanging from the end just waiting for her to reach out and pick them. The shape-shifter blushed and reached for succulent fruits, her red blush increasing even further when she picked the mangoes and heard a low, seductive moan that she was pretty sure only reached her's and Ben's ears (and maybe even Cerise and Clawdeen if the way they shared a look at each other and glanced at Venus curiously).

"¿Disculpe me? Ben? Could you help me, por favor?" Skelita asked her boyfriend, scooting a plate of breakfast potatoes, a cheesy omelet, and a pair of breakfast tortillas.

"With what?" Ben asked.

"I believe I have figured out a solution to my . . . problema." Skelita said. "If you could turn into Heatblast, por favor?"

"Uh, sure." Ben raised an eyebrow as Skurd slid aside to allow Ben to tap the Omnitrix secured tightly to his wrist, cycling through the roster until he had selected the glowing Pyronite symbol and slammed a hand down on the activation button, engulfing himself in a flash of green light; gasps of surprise and fear radiated throughout the Castleteria as Ben's code was manipulated and scrambled into something new. He felt every last shred of his physical being vanish and become somewhat free, heating up and growing hotter and hotter as he became pure energy that the Omnitrix focused back into a more stable shape. Ben watched as simple hands and single-toed feet formed on the end of his limbs while. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. Th transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed movable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix and Skurd appeared on the lock.

"And, once again, this thing isn't working right." NRG sighed wearily.

"Suficientemente cerca." Skelita shrugged. "Now if you could cook my food, por favor?"

The Prypiatosian-B was thoroughly confused as he shifted his considerable, metal bulk on the seat and aimed the grill of his suit down towards Skelita's breakfast and fired off a bright, red beam of radioactive energy at the plate, eliciting several yelps and screams of fright from the Castleteria's patrons until the food upon Skelita's plate was reduced to nothing more than a smoldering, pile of ash. With that done, the skeleton thanked NRG and took the plate back, picking up a spoon and scooping up a small amount of ash before slipping it past her jaw bones with a satisfied purr.

"I think I am missing something here." NRG scratched the top of his suit out of confusion.

"It is quite simple really," Skelita said after another mouthful of ash. "Ashlynn's dragons actually helped me figure it out; it would seem that reducing my food to its most basic of components allows me to eat without any unsettling images to be forever burned into ones mind."

"Well . . . I . . . suppose that is a relief." NRG shrugged as the Omnitrix beeped and timed out in a flash of green light, returning Ben to the world.

"Please. It is a blessing!" Skurd exclaimed dramatically.

Apple cracked a small smile at the Slimebiote's eccentric attitude, something that slowly turned back into a nervous frown as she turned her attention back towards the apple slices on her plate, picking at them with her fingers; she knew it was unmaiden-like behavior to play with ones food, but that was the least of her concerns with everything that had been happening over the past few days. Students and fairy tales in the halls would glance suspiciously at her, whispering in hushed and low tones so that she wouldn't be able to overhear them, occasionally stepping out of her way as if she were infected with some kind of horrible, high contagious virus that they were afraid of catching. It took only a day for the princess to figure out that they were actually scared of her.

Was this what Raven had to put up with every time she simply tried to walk down a hall towards her next class? Was this what she had to deal with every time she changed in the maiden's locker room after Grimmnastics? Was this what the witchling had to go through every single day of her life? Looking back on their years together, ever since they had known each other in Nursery Rhythm School, Apple had always remembered the little witchling sitting at the edge of the playground all alone and away from the other fairy tales, sitting underneath a tree and picking flowers, only to have the beautiful plants wilt and burst into dark, purple fire in her fingers. Whenever Apple happily skipped up to her and gave her a friendly hug, the witchling squirmed and fought in her tight grip before scampering away to hide at the top of the Jungle Grimm, barely even noticing how all the other children screamed and ran away every time she got within five feet of them. And even when Maddie came to attend their school together following a long and rather worrying disappearance on Raven's part, the witchling only seemed more jumpy and skittish than usual, only finding comfort within her Hatter friend and running away as fast as possible when Apple, Daring, or anyone else approached her.

Apple turned her head to look at the witch as she in the seat next to her, glumly picking at her expensive omelet, caviar, and glass of Fairy Wine, which seemed to be the only thing Raven had actually taken part of eating; considering that the past few days had most been enveloped in silent hysteria leading into the weekend, Raven had chosen to wear a far more simpler outfit than to the dark, black and purple, feather-sleeved, lung crunching dress that she normally wore during a school day consisting of a deep purple sweatshirt with a silver raven stenciled on the front, black jeans, and silver sneakers that hugged her feet more comfortably than the heels she normally wore during school hours. How did the witchling put up with this kind of abuse every single day of her life?

"Why are they starring?" Apple whispered.

"You mean other than the fact that I just turned into living nuclear reactor to fry my skeleton ghoulfriend's breakfast to dust?" Ben grumbled sarcastically as he took a sip of orange juice and set it back down on the table to look at Apple with a rather grim expression on his face. "Look, Apple, I hate to break it to you, but not every day is gonna be 'fairest of them all'. Especially not after what we did."

"B-But . . . we did mean to do it!" Apple protested.

"Sounds familiar." Raven mumbled under her breath, swiping one of the princess's apple slices and taking a crisp, crunchy bite; Apple would have normally applauded the witchling for such a dastardly act, no matter how small or ridiculous it might have been, but now did not seem the most appropriate of times.

Ben sighed. "They might know that Apple, they might not. But the point is that they're still scared, and until they see proof that we're actually sorry for what we did or were not in control of ourselves at the time, they're still going to cringe and wince every time we move so much as a finger.

"Once again, sounds vaguely familiar." raven repeated, flickering her gaze to Apple.

A glimmering, sparkling light shimmering and wavered in the air in an empty seat to Ben's right as a pair of sparkling, white fangs materialized out of the air and gave a bright smile before the rest of Kitty Cheshire appeared as well with a tray of bacon, a boiled dragon egg, and some catnip in hand; the Daughter of the Cheshire Cat had also gone for a more casual look, choosing to wear an open, periwinkle hoodie with a black T-shirt underneath with a white paw print on the front, a black miniskirt decorated with white and gray yarn ball designs, white leggings, and a pair of black and lavender high tops.

"How're my sisters from other litters doing?" Kitty smiled brightly as she made herself comfy in the seat next to Ben.

Clawdeen huffed. "Forgive me if I ask you to jump off a cliff," she warned with a threatening manner. "I'm not exactly fond cats, if you catch my drift."

"Oh, come on! Not all cats are bad!" Kitty protested out of annoyance.

"Toralei tried to get me and my ghouls expelled just because she didn't make the fearleading team." Clawdeen explained, tearing off another mouthful of mutton as Venus managed to coax Jane out from under the table. The shape-shifter was currently sitting on Venus' lap, quietly taking bites of her fruit while trying to ignore the new found stares sent her way.

"If it makes you feel any better, I'm happy to see you." Ben smiled. "I can't believe I'm saying this, but you actually make a decent pillow."

Kitty felt her face warm up slightly. "Glad I could be of assistance," she purred. "I'm always available for any other . . . tasks . . . you might have for me." she added, scooting closer to Ben; to those that had blatantly ignored Apple turning to the dark side, Venus turning into a hormonal driven man-eater, and Ben and Skurd behaving like a pair of thieves for hire and focused more on the romantic side of things would have noticed the crafty Cheshire taking a liking to a certain watch wielding, alien shape-shifter that had been dumped in her world without reason. Kitty wasn't sure why she had taken such a liking to Ben and so quickly, too; perhaps it was because of all the delicious chaos he caused, whether or not it might have been intentional or not. Either way, she couldn't deny that it was immensely to watch him make the Headmaster pull his own hair out.

"Maybe later." Ben rolled his eyes. "For now, I just want to enjoy breakfast."

"As long as that breakfast doesn't include the 'M-word', count us in." Hunter chimed in as he and Ashlynn walked up to the steadily growing group of monsters and fairy tales with two trays in his hands stacked to the brim with all sorts of fruits and veggies; the Daughter of Cinderella was carrying a bucket in one hand and placing her other on her boyfriend's shoulder to help her around, as she had tied a spare piece of cloth over her eyes to blindfold her.

"Okay, I know I'm probably not the only thinking this, but what are you doing?" Raven wondered.

Hunter grimaced. "Lets just say that Ashlynn's stomach is angry at her." was all he said as he helped seat Ashlynn down in an empty seat before sitting down next to her himself and sliding her tray of breakfast in front of her.

"Stomach still upset after eating so much-" Kitty started to guess before Hunter all but practically lunged across the table to clap her hand over her mouth to silence her; Ashlynn moaned and felt her stomach somersault.

"Don't. Even. Say. The word." Hunter rasped through gritted teeth. "She's at the point where even the mere mention of . . . it . . . makes her queasy."

"Is she gonna be okay?" Ben asked, feeling the need to scoot a few inches away just to be on the safe side.

"Other than a few, small psychological issues here and there, she'll be fine." Hunter reassured him as he slipped back into a more comfortable position beside Ashlynn. "You want me to feed you?" he asked his girlfriend.

"N-No, thanks, Hunter. It's really sweet of you, b-but I want to try on my own." Ashlynn told him with a determined, yet cautious tone as she patted around for a fork and managed to find one; once she had managed to curl her fingers around the utensil, she picked it up and cautiously tapped around for her plate so as not to accidentally stab Hunter in the hand like the last several times. The princess finally managed to stab a slice of pineapple and pop it into her mouth without much trouble, much to Hunter's relief.

"Uh, should we move to another table?" Cerise wondered, glancing at the plate of mutton she was sharing between Clawdeen just as the werewolf took a deep swallow.

Ashlynn shook her head while she chewed. "As long you don't mention it and I can't see it, I'll be fine." she promised them as she popped a grape into her mouth; satisfied that he wasn't going to get stabbed any time soon, Hunter resumed eating his own meal, hungrily digging into his tofu eggs and ham with gusto. The group sat in silence, picking at their food and trying to avoid the odd looks and hushed whispers sent their way every time Skelita ate another spoonful of ashes or Apple so much as looked up from the table; the whispers only turned into snickers and giggles when Daring walked into the Castleteria with a confident strut and cocky, charming smile on his face until he realized that every one was laughing at him. Given the fact that he now had one of two choices, to either go without breakfast or join the rest of the fairy tales, ghouls, and Ben that had been affected by the riddle book for a meal, the prince chose the later and swallowed his pride.

"Nice of you to join us common folk, Charming." Ben smirked.

"Yes, well . . . I . . . didn't have much option, now did I?" Daring coughed uncomfortably as he took the last available seat; the Son of Prince Charming attempted to take part in his morning breakfast, but this was quickly made impossible when a troop of maidens walked past the table with trays in hand and snickered gleefully, briefly mocking him with silent, exaggerated screams of fear. "Oh, who am I kidding? I'm a laughing stock!"

"That's an understatement." Kitty snickered.

"I need to build up my image!" Daring exclaimed with realization and woe before he practically reached across the table and grabbed Ben by the shoulders, immediately eliciting a warning growl from Clawdeen. "Quick! I know this is unbecoming of a future king, but how do I do it!? How do you do it!?" he asked in a panicking manner as he shook Ben like a rag doll.

"F-First st-op sh-shaking m-me!" Ben cried until Clawdeen smacked Daring upside the head and bared her teeth at him, making him shrink back in his seat; now that he wasn't seeing three different Darings at once, Ben gave him an answer. "Second, show them who you really are. Be-"

"Heroic!" Daring finished. "I know! I'll find the biggest, meanest, baddest, most frightening monster of them all and slay it for all to see!" he exclaimed, pounding his hand into his fist for emphasis before he scrambled out of his seat and towards the Castleteria doors.

"That's not what I was going to say!" Ben yelled at him before pinching his brow with a sigh. "This is not going to end well."

"Know Daring, no." Raven agreed with a shake of her head.

"Sh-Should we stop him?" Jane wondered.

Ben scratched his chin in thought. "In my experience, no. He'll probably come crawl and/or screaming back to us so that we can fix his mess. At the very least, he'll learn a valuable lesson out of this." he hummed before he realized something. "Aaaaaaand, now I sound like Rook."

"I did wonder why your intelligence level seemed to have jump several levels." Skurd tapped his chin (if he had one, that is). "I was beginning to think I had ended up in an alternate dimension that actually had an intelligent life form to converse with!"

The wielder of the Omnitrix ignored the Slimebiote's biting comment and instead took a long sip of his orange juice, savoring the sweet, tangy taste it provided for him; he paused for a moment, lowering the glass and glancing around the lunch room out of suspicion. His 'Hero Sense', as it had been dubbed a few times, was acting up, that moment where he felt the hairs stand up on the back of his neck and his fingers get a tingling feeling that was similar to pins and needles but oddly different that warned him that something was not right. Despite the somewhat relaxed atmosphere, everything seemed in place and relatively safe without any sign of destruction or chaos to report.

That usually meant something was wrong.

"Oh, hi, sweety!" a warm voice called out.

Apple nearly choked on the apple slice she was nibbling on and whirled around in her seat to see none other than her mother, Snow White IV, waving from the doors to the hall with a bright smile; the queen had ditched her royal robes in favor of wearing a simple, white shirt that contrasted quite nicely against her crimson, gold-trimmed skirt that reached down to her knees. Golden pumps decorated with small apples sat on her feet and a much smaller, more travel oriented crown sat on her raven black hair as she carried a set of textbooks and a ruler in her hands.

"Mom!?" Apple's eyes nearly bugged out of head.

"Vanity!" Ben exclaimed, scrambling up from the lunch table and slamming a hand down on the Omnitrix without looking at which transformation he had dialed in. 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.

"Oh, this can't be good." Raven bit her lip as she pushed herself up from the table.

Snow White IV gulped nervously and took a few cautious steps backwards as the snarling Vulpimancer slowly stalked forwards, its thick lips drawn back to show the cage of razor-sharp fangs sitting in its strong jaws; the Castleteria's patrons watched with fearful silence, their horrid scent of fear nearly blinding Wildmutt's senses as he kept his sensitive nose and hearing trained on the glowing image his head built for him in front of him. He could smell her fear rolling off her body in waves, hear her heart beat thumping faster and faster and pounding louder and louder by the second until her pulse reached an all time high and she bolted as fast as she could.

This was of little concern to the Vulpimancer however.

With loud, reverberating bellow, Wildmutt bounded forward after Snow White with his paws pounding the floor as she screamed for help; it was fruitless however, with her heels tripping her up and slowing her down. Within seconds, Wildmutt had pounced upon her and tackled her to the ground, slamming her roughly into the floor and pinning her shoulders there as he stood over her, glowering ominously at her as she whimpered and trembled.

"Ben! What are you doing!?" Apple yelled, beating her fists against Wildmutt's thick hide; the Vulpimancer turned his attention away from the queen underneath him and made a series of snarls and whimpers accompanied by a quick hand gesture or two, as if that explained absolutely everything.

Apple sighed. "I have no idea what you're saying." she said before crouching down to speak to Skurd. "Please tell me you speak . . . whatever it is Ben is?"

"Vulpimancer, my dear girl." Skurd corrected her. "Unfortunately for you, the beasts have a language so garbled, not even the Omnitrix or any Universal Translator can decipher it. They also, unfortunately, are incapable of speaking anything but their native tongue."

"Apple, dear, can you please tell your boyfriend to get off of me?" Snow White pleaded, only to receive a faceful of Vulpimancer breath and slobber as he roared at her.

"Ben! Stop yelling at my mother!" Apple scolded Wildmutt.

Once again, the Vulpimancer made a second attempt to communicate, this time through deep growls, grunts, and a loud, low roar followed by a quick movement of hand gestures that Apple still couldn't decipher.

Apple gave up on trying to understand the Vulpimancer and simply placed her hands against his side and pushed with what little strength she had, grunting feebly as she tried to move Wildmutt off of her mother; of course, Wildmutt didn't move an inch. "Come . . . on, Ben! Get . . . off!" she grunted weakly. The Vulpimancer looked at her oddly and raised a hand to slap the Omnitrix disk on his collar, encompassing himself in a blast of green light as the Omnitrix was deactivated and Ben returned to the world on all fours on top of Snow White; the queen was trying to hide a slight blush crawling across her face.

"Apple, you can stop." Ben said; Apple let her arms go slack against Ben and found that even after he had returned to his original, human form, she hadn't managed to make a dent in getting him to move.

"Ben, why are you attacking my mom?" Apple wondered with a sigh.

"Because this isn't your mom," Ben frowned, briefly turning his gaze towards Snow White to glare at her. "This is Vanity, that demon I was fighting during the Spring Fairest Festival, that is trying to make a second attempt at me."

"Dear, I have no idea what-" the queen started to say.

"Shut it." Ben cut her off. "Why are you even bothering to disguise yourself as the queen again? You know that didn't work last time, and it's not working now."

"What do you mean last time?" Apple wondered.

"Trust me when I say you do not want to know." Ben shivered before returning his attention towards the squirming queen underneath of him. "Will you stop moving and just change back already? You're not fooling anyone!"

Skurd coughed uncomfortably. "Uh, I hate to point this out now, dear boy, but there is the . . . off chance that this is not that foul seductress we encountered before."

Ben was about to argue when he paused to consider the possibilities, ignoring the growls and snarls of protest coming from behind him as Clawdeen fought against Hunter, Raven, Venus, and Skelita in her attempt to try and leave the Castleteria; now that he thought about it, there was a slight chance that the woman he was currently sitting on was in fact Snow White herself, which not only made things awkward and embarrassing, but also put Ben into a heap of trouble, depending on how forgiving the queen might be. That is, if this was the queen. Off the off chance that woman he was sitting on was in fact Vanity . . . well, he wasn't sure what would happen. On the bright side, it might help rebuild his reputation after the Spring Fairest mess. But that was only a guess.

"Mr. Tennyson!"

Ben froze; he knew that voice all too well. He rolled his eyes up to see the Headmaster standing over him in all of his pitiful mustache, plump potbelly glory with a severely irked expression on his face and his arms folded crossly over his pudgy chest. "Kindly explain to me why you are currently on top of her majesty Ms. White?" he frowned.

"Well . . . uh . . . this is Vanity!" Ben protested feebly, hoping he was right and had not just made a massive mistake.

Headmaster Grimm raised an eyebrow at this. "Then, you are aware that Ms. White is to be acting as the new Kingdom Management and Princessology teacher while Mrs. Her Majesty The White Queen is off vacation and will be acting as a second teacher upon return?" he replied; Ben seemed to pale considerably at these words and looked at Snow White closely, watching as she remained perfectly still beneath him. Looking a tad closer, Ben could sense an air of regalness and power from her, something she knew that Vanity was all too full of, but also . . . perhaps humbleness? Gratitude even?

"Oh, uh, would you look at the time! Gotta go!" Ben exclaimed as he tapped the Omnitrix and cycled through the roster before selecting Fasttrack and slamming a hand down on the activation button, engulfing himself in a flash of green light that warped and changed his genetic code into something new. His skin softened and flashed a light purple in color as both a thing, sheen of slime coated his entire body and deeper, mottled spots appeared on his figure; his spine cracked and crunched loudly as he was forced to hunch over slightly while his bones ground and shifted, reducing his arms and legs to stubby, shorter versions that now harbored four digits each just as the fingernails were slurped back into the bone as a long, skeletal tail whipped out from the base of his spine, quickly becoming enveloped in muscle and tissue before soft, purple skin covered that as well. His skull ground and compressed slightly, becoming more and more shaped like a bear trap as his eyes split apart and formed a second pair that quickly molded together to form a single, green orb. A row of spikes sprouted from his vertebrae as a longer spike thrust itself out of his head and curved back slightly while his three eyes flashed red, green, and blue respectively. The final change was the addition of a green and white collar around Ben's neck and the Omnitrix and Skurd appeared in a flash of green light on the front.

"Good enough I suppose." ChamAlien sighed; before anyone could stop him, he clenched and relaxed the chromatophores in his skin and quickly vanished from sight, camouflaging himself effortlessly into his surroundings. The queen grunted slightly from the floor as the weight on top of her quickly vanished as the sound of wet, scampering feet slapping against the floor reached everyone's ears.

"Your majesty, are you alright?" the Headmaster asked as he helped the queen to her feet.

"Perfectly fine. Just jittery." Snow White replied as she readjusted her crown.

"My sincerest apologies then, I don't know what's gotten into that scoundrel-"

"I am sure it was purely accidental." Snow White IV shrugged it off as her daughter handed her the books that had been knocked out of her hand. "If it will put your mind at ease, I will talk with Ben myself."

"Your majesty are you-"

"I am perfectly capable of defending myself, Milton. There is a reason, after all, that I am not being accompanied by my royal guard." Snow White interrupted. "Now then, if you will excuse me, I have a classroom to find and I believe you have duties of your own to attend to."

"Y-Yes, of course, your majesty." the Headmaster flinched under Snow White IV's cool gaze, a look that she had been practicing and perfecting that instilled a mixture of fear and respect in her subjects when her kind attitude and beautiful looks didn't cut it when things needed to be done; she had used the look on her own husband on several occasions, each time resulting in a somewhat amusing outcome as the king scrambled to try and please his wife for fear of suffering her invisible wrath. Needless to say it also worked on headmasters and sent Grimm running back to his office, if for no other reason than to not incur her majesty's concealed anger.

"So . . . you're gonna be teaching here?" Apple asked after awhile.

Snow White smiled and gave her daughter a small hug. "Of course, dear. Don't worry about any special treatment or things of the sort; you're my student, and I'm you're teacher."

Apple sighed with relief at that; while she still had yet to see any proof of this being true, she could at least rest well in the fact that her mother wouldn't be embarrassing her on a 24/7 basis, calling her the private, awkward nicknames only parents called their kids to show affection and to push their buttons or being cut slack just because she was related to the teacher. And she hated to dread the moment her mother would bring up any mortifying stories or secrets that she would simply end her chapter if they ever got out. This of course, drew another question to light. "But why are you my teacher?"

Snow White sighed and rolled her eyes. "You're father was worrying himself sick over your well being over here, what with your shape-shifting boyfriend and his monster friends stalking about; really, I'm only here to put his mind at ease." she explained. "That, and running a kingdom can get boring after a while."

Apple could now breath a lot easier now. "That's a relief."

"That, and I wanted to see Ben again . . ." Snow White smirked with a calculating smile that Apple had seen all too often on Kitty Cheshire's lips. "He's gotten a lot more handsome since we last met . . ."

"MOTHER!"


Cedar held her breath and bit her lip as she peered out from behind the thick, leathery book she was reading. Save for the quiet flicking of pages being turned and the gentle sliding books being put on and taken off of shelves, the LiFairy was absolutely silent; and from her spot in a corner of the book filled room that allowed her a full view without being spotted right away, she could also confirm that Ben was nowhere in sight.

This little thought however, was quickly forgotten when she took into account the chance that Ben had simply activated the Omnitrix and turned into an alien either small enough to avoid being caught by anyone not looking for him or an alien that was capable of using incredibly stealthy tactics without hope of being seen; Cedar really hoped neither option was in use as she ducked back behind the thick manuscript to hide. The Daughter of Pinocchio felt her wooden palms get sweaty (she wasn't entirely sure how that was even possible) and wrinkle the pages of the book she was simply starring at in the hopes of looking busy and not being disturbed, her heart (whether she had one or not) was pounding in her chest, and her breathing quicken as she reflected on what was perhaps the most embarrassing moment to happen her life so far.

She couldn't believe that she had actually confessed her love, her secret crush on Ben to Ben; technically speaking, she hadn't actually confessed it outright, but with the way the cursed riddle book had affected, twisting her inability to tell a lie into only being capable of telling lies, that little, dark secret she had tried oh, so hard to keep bolted up inside her under lock and key. But of course, Cedar's little problem had once again ruined her reputation and social life.

This of course, wasn't the only time this had happened. Back in her Nursery Rhythm School days, which had been plenty awkward with her being sculpted as a teenage girl compared to a bunch of little princes, princesses, and other fairy tales that only reached up to her wooden thighs, she had always been excluded from learning secrets that her friends would tell each other and giggle childishly over simply because she was incapable of keeping them secrets; granted, she had been quickly excepted into the group once all of the waist-high toddlers and preschoolers had gotten over the fact that one of their classmates had been gifted with a much bigger body than them, but this was mostly only because she was a giant compared to everyone else. Cedar could easily reach things everyone else had to stand on a stool or two to get or a kick a ball clear across the playground that would have normally only skidded along the ground when anyone else tried it. Back in those days, she was almost a super hero.

And now, now she was the short, awkward, fumbling over her words wooden puppet that couldn't keep her trap shut no matter how hard she tried.

Cedar deflated slightly at that thought, slumping in her chair and folding the book over her lap to rub her eyes. Now that she thought about that out loud, it sounded a lot more cruel than she intended, though she didn't doubt for a second that it wasn't true; how could Ben possible adore or come to love someone like her, someone who didn't have soft, smooth skin, someone who couldn't keep a secret, someone who was so clumsy she tripped over her own two feet every morning? And that didn't even concern all her troubles. How could she compare to his ghouls or other girls that seemed to be silently vying for his affections? She didn't have actually skin to touch or caress or soft lips to kiss softly and lovingly or really anything physically attractive that Ben might like.

And now he knew her secret, her hidden passion for him.

"This day couldn't possibly be any worse." Cedar sighed.

"Careful. In my experience, any time anyone says anything like that, the cruel hand of karma comes to screw them. Believe me, I would know."

Cedar yelped and nearly fell out of her chair as a flat, rounded head materialized out of thin air just to her left, less than an inch away from her face; three eyes colored red, green, and blue appeared soon after followed by a short horn and a row of spikes that ran all the way down the quickly appearing spine and tail. Four stubby legs swiftly materialized out of the air afterwards, slimy purple skin covering the strange creature until a human-sized, lizard-like being had final emerged around Cedar, resting on the back of the chair.

"B-Ben?" Cedar gulped nervously.

"ChamAlien, actually." the Merlinisapien corrected her. "But, yes, it is me."

"And his lovable, handsome, rugged, and dashing sidekick, Skurd the Slimebiote, the Greatest and Single Most Important Organism in the Universe!" Skurd chimed in, striking a heroic pose from his position on ChamAlien's collar; the Merlinisapien rolled all three of his eyes at this.

"Ignore him. He never says anything worthwhile." ChamAlien told Cedar.

"SSSSSHHHHHHHH!" the two Evil Step-Librarians hissed, throwing chilling stares at the wooden puppet and Merlinisapien; ChamAlien frowned gave Cedar a look that told him he would be right back before he fluidity and effortlessly disappeared into thin air, the specialized chromatophores in his skin allowing him to blend in with minimal effort and silently slink away Cedar, through the maze of bookshelves and chairs, and up to the front desk where the two librarians were looking around frantically for him. With a low, venomous hiss, ChamAlien flashed a bright and vivid red arched with dazzling, yellow stripes and marked with blinding blue blotches that startled the Evil Step-Librarians to the point where they were helpless to defend themselves as the Merlinisapien leaped upon them and tackled them to the floor behind the desk; a wet, slithering noise caught their attention as a long, black barb slid out from the tip of ChamAlien's tail. Both librarians had approximately five seconds to react before the Merlinisapien quickly stung them, stabbing them each in the arm for less than a second before slithering away and leaving both drugged librarians to pass out on the floor as he slithered back to Cedar.

"Wh-What did you do to them?" Cedar gulped.

ChamAlien shrugged. "Nothing much. Just knocked them out for the next hour or so." he explained. "ChamAlien's venom will just give them a killer headache; that is, if I don't sting them again."

"So, you put them to sleep?" Cedar summed up.

The Merlinisapien nodded as the Omnitrix timed out in a blast of green light and returned Ben to the world and the Omnitrix and Skurd to his left wrist. "Pretty much. Now we can finally talk without being interrupted."

Cedar swore her heart nearly stopped. "T-Talk?"

Ben sighed and rolled his eyes, grabbing another chair to sit down in front of the wooden puppet in. "Cedar, I've been trying to find you for the past few days. I . . . think you owe me an explanation."

"That's an understatement." Skurd mumbled, earning a flick upside the head from Ben.

Cedar gulped and nervously twiddled her fingers as she tried to figure out what might be appropriate to say to her crush. Or for that matter, what to say that wouldn't totally and absolutely embarrass her once more and cause a scene in the Lifairy that would embarrass her even further. That look he was giving her, that calculating and patient look that had been hardened by years of battle experience, years of loss and victory and had been softened by love granted to him and the love he granted to others close to him, made her shiver slightly; the wooden puppet hoped to one day have those endless, green pools trained on her with love and affection with his strong, lean arms wrapped comfortingly around her and sheltering her from anything the dark side of the world might throw at her.

"I-I . . .I . . . Ben, well, uh, you see . . ." Cedar fumbled over her words before sighing miserably and resting her head in her hands; she felt a slight touch on her shoulder and looked up to see Ben leaning forward with a hand on her and a kind smile on her face. "I . . . for once, I don't know what to say." Cedar whimpered, her face turning a deep mahogany in color.

Ben tapped his chin in thought. "Maybe . . . you don't need to say anything."

"Huh?" Cedar raised an eyebrow, completely confused.

"Just trust me on this," Ben told her as he tapped the Omnitrix and cycled through his roster before selecting the alien he was looking for. "Just . . . don't freak out, okay?" he added as he pressed a hand down on the activation button and swallowed himself in a flash of green light, scrambling and twisting his DNA into something new. His skeleton cracked and splintered loudly as it softened and became the equivalent of jello inside of him as his muscles went lax and his skin paled a bright white in color that was quickly arched and decorated with large blotches and spots that etched themselves to create white lightning patterns on his body. Webbing began to form between his arms and legs while his skin stretched over his frame like a wet, paper bag that quickly divided itself into three, bell-like segments that draped over Ben's now boneless body as a pair of long, slimy tentacles slithered out of his back and forcing his original pair of arms to edge downwards slightly. His eyes became black and beady as his head smoothly transitioned into his neck while the Omnitrix and Skurd appeared on the area that would have been his mouth, completing the transformation.

"Now hold still." AmpFibian gurgled, slithering his tentacles forward to gently place them on Cedar's temples; the Daughter of Pinocchio shivered slightly at the cold, clammy touch the tentacles presented for her.

"Am . . . am I suppose to do something?" Cedar wondered as she closed her eyes; she wasn't sure if she was supposed to do that or not, but it just seemed right, like it was something she was suppose to be doing.

The Amperi gave a mouthless grin. "Just think. Think about what you were trying to say earlier." he explained. "I'll do the rest."

"Yes, and I'm sure this is the easy way out." Skurd drawled.

Cedar ignored the Slimebiote's biting comment and sucked in a deep breath to calm herself down and concentrate her thoughts; she wasn't sure what exactly was suppose to happen with an alien jellyfish's tentacles wrapped around her head, but she trusted Ben that he wouldn't intentionally do anything to hurt her. With a second breath for confidence, she began to think about how she felt about Ben, those stomach churning, heart pumping, palm sweating feelings that would always well up within her whenever Ben looked at her, gave her a kind smile, even talked to her. Her heart always fluttered whenever they were together; she hadn't been lying (for how could she?) when she had openly claimed how hot and dreamy he looked. She wanted to have those soft, strong hands holding her petite, wooden fingers and have his strong, lean arms wrapped around her in a hug, to have that goofy grin directed at her and those eyes that sparkled like emeralds looking at her with kindness.

"Wow . . . I didn't think you felt that way about me." AmpFibian said softly after a while.

Cedar gave a small smile as she grabbed the Amperi's tentacles and pulled them off of her head. "I-I . . . bet you think it's stupid . . ." she laughed lightly.

AmpFibian once again gave her a mouthless smile. "I wouldn't be too sure about-"

BOOM! BOOM! BOOM! BOOM! BOOM! BOOM!

"That doesn't sound good." AmpFibian gave a mouthless frown.

"Once again, stating the obvious, dear boy." Skurd sighed as the Amperi pulsed and pumped his body to push off of the floor and swim through the air towards the LiFairy's doors to find out just what was making all the troublesome noise and leaving Cedar all alone once more; as she watched the Amperi leave, she felt a burning desire inside her, a determined feeling slinking its way into her mind. With a stern glare and a tight lipped frown, Cedar grabbed the book off of her lap and slammed the pages shut, creating a loud echo throughout the LiFairy as she ran after AmpFibian, not wanting to let the small, almost microscopic moment they shared together disappear. As she dashed through the nearly empty halls of Ever After High, the dull, booming noise that resonated throughout the school and ground increasingly got louder and louder, becoming thicker and and more heavy as she followed their sound to the school's main doors and peered outside to see what was making all the racket; now that she did, she really wish she didn't.

Towering at a good twenty or so feet and steadily lumbering its way towards the school was a monstrous, gigantic, metal golem that easily dwarfed an elephant to the point where it could have comfortably ridden on one like a knight on his horse. Its shoulders were broad and massive, easily bigger than a grown man with metal arms and legs as thick around as tree trunks; massive fingers dotted the one of the hands while the other was constructed more like a heavy gauntlet with five long, bladed fingers that clutched tightly around a massive, circular shield with a spike at its center and the handle of a large broadsword that looked like it was better suited for felling trees. Hissing hoses snakes forth from multiple ports set in its metal skin accompanied by multiple bolts, caps, and rivets that rattled in their sockets from the golem's steam powered engine hidden deep within its chest cavity that released a powerful of steam from a small dent or fracture in its tough, metal plating; compared to the rest of the frightening body however, the head was perhaps the most amusing. It was small compared to the rest of the golem's body, nothing more than a Greek-like helmet with bronze feathers forming a proud plume on top that shadowed the two, glowing, green spots that were the horrifying creation's optical sensors.

And of course, it was chasing after Daring Charming.

"Mr. Charming!" Headmaster Grimm yelled crossly, pushing past Cedar and the doors on his quest to find out what was disturbing him from his work. "Just what do you think you are doing!? I expect this kind of childish behavior from Tennyson-"

"Hey!" AmpFibian protested.

"But you are a future prince and heir to-" the Headmaster continued on, ignoring the Amperi.

"I'm sorry, old man, but now isn't the time!" Daring yelped as he quickly ducked behind the Headmaster and trembled fearfully under the awesome power of the golem as it approached the front steps of the school; as it set one heavy, metal foot down on the Troll's Bridge, the stone structure groaned and protested underneath of its weight, shaking dust and pebbles lose form the ancient bridge with every step until it was finally across with the bridge barely intact. Despite the fact that multiple fairy tales and students had finally taken notice of its presence and were running towards Ever After High for safety, the golem ignored them and continued its endless march.

"Alright, bub. That's far enough." AmpFibian gurgled when he realized that the golem was getting too close for comfort; with a quick pump of his gelatinous body, the Amperi flew low across the ground and landed in front of the upcoming golem before slamming all four of its wet tentacles into the ground and delivering a powerful discharge from his specialized muscles into the earth and up into the golem. The gigantic, metal warrior shuddered and clanked as its metal exterior amplified the shock to a frightening degree, rattling and clunking loudly before it finally shuddered to a stop, leaning heavily on its broad sword for support before it shivered and rattled again to rise up, training its cold, lifeless gaze upon the Amperi before him.

"I am Achilles of the Ten Blades." the steam powered warrior announced in a cold, lifeless, fluctuating vice that was devoid of anything relating to an emotion. It made Cedar and several of the other students shiver uncomfortably as she was quickly joined by Apple, Raven, Cerise, Kitty, Clawdeen, Venus, Jane, and Skelita; Hunter and Ashlynn were noticeably absent, though Cedar noted she had heard a series of foul, sickly moans coming from the healer's office.

The Headmaster coughed uncomfortably as he stepped out from the crowd of frightened students and up to the hulking metal golem that he had to tilt his head back to just look at. "Yes, well, I am Milton Grimm, Headmaster of Ever After High." he introduced himself in the gentlemanly and dignified manner he always used when trying to receive grants and donations towards expansions and new programs for his school. "I am sure that you have heard of me?"

Achilles seemingly seemed to blink in response, cocking its head slightly as it studied the headmaster very closely. "Yes." was all it replied before it swung its massive broadsword at the headmaster with a motion so fast that no human could have ever had the chance of reacting so quickly; fortunately for Headmaster Grimm, AmpFibian was anything but human and managed to swiftly wrap his tentacles around his legs to pull him to the ground just as the sword sliced through the air where Grimm's head had been seconds ago.

"No thanks needed." AmpFibian seemed to smirk.

Headmaster Grimm frowned as he sat up and dusted himself off. "You're right. I wasn't going to thank you."

"Dude, I just saved your life! One more second and you would have been short a head!" the Amperi protested.

The Headmaster sighed as he stood up to further brush himself off; as much as he hated to admit it, AmpFibian had a point. "Fair enough, I suppose." he relented with a sigh before returning his attention back towards Achilles. "And as for you, just what the hex was that all about!?"

The great steam golem blinked once more and briefly studied the stout, angry man before him. "I am merely completing the mission that I was programmed to finish since I was first activated." was his response (if one could call the golem warrior a 'he' in the first place).

"And just what might that have to do with killing me?" Headmaster Grimm asked coolly, tapping his foot impatiently.

The steam golem blinked and shakily raised his arm to rest his massive broadsword onto his heavy shoulder with a loud clank! and rattling noise. "I am merely following my prime directive: to preserve and ensure that the Storybook of Legends lives on and that destinies are followed accordingly."

"I repeat myself," the Headmaster snarled, his patience wearing thin as the Omnitrix beeped and timed out in a flash of green light, bringing Ben back to the world by Grimm's side. "Just what does that have to do with killing me?"

"My sensors indicate that you have failed in your duties as Headmaster of this educational establishment," Achilles replied. "Thus your inability to hold power o-o-o-over these juvenile offspring are a threat to my prime directive. Meaning that you are ex-ex-expendable ." the golem stuttered over several words like a broken record. Without another word, the metal gladiator raised up a heavy foot and stomped it down, creating a small tremor that briefly distracted both Ben and Grimm long enough for Achilles to swing his sword again, his processing unit guaranteeing that he would not miss a second time; this was quickly proven wrong however when a shimmering, purple shield erected itself over Headmaster Grimm and Ben and deflected the sharpened blade with a loud clang!

"Stay away from my boyfriend!" Raven yelled angrily, her hands pulsing with crackling, purple fire.

Achilles' pulsing, green eyes seemed to glow brighter and narrow as it shakily planted the blade of his broadsword in the firm, stone path beneath him with little effort. "Target acquired," it droned before swiftly reaching over its shoulder to pull out two throwing knives that could have sliced a man in half with one throw. "Exterminate. Exterminate."

"This is starting to feel like a bad sci-fairy movie." Kitty muttered before yelping and instinctively flashing away in a glimmering light as Achilles chucked the duel pair of blades with extreme force and swiftness right at Raven's throat and chest, a move that most people would not have any hope of dodging; the witchling was unable to erect a shield in time without endangering Ben and the Headmaster and clenched her teeth and squeezed her eyes shut, bracing for the pain and hoping that the golem's aim was off.

Clang! Clink!

Raven cracked open her eyes to see Cerise standing in front of her with her fingers clenched tightly like claws in front of her face and the witchling, her breath short and ragged from having to move so quickly; with both Raven safe and Achilles momentarily distracted, Ben quickly activated the Omnitrix and slammed a hand down on the activation button, swallowing himself in a flash of green light. His soft skin cracked and split loudly as it was compressed and crunched together loudly, his entire body squelching in protest as he was squeezed; for a split second, Ben thought he was actually going to die until his fingers fused together and suddenly sprouted small, brown pebbles at their tips. He watched with fascination as the pebbles traveled up his fingers and swallowed his hand, growing into large rocks and stones that made their way up his swelling arms and became large, tough boulders that made up his entire shoulder width and bulk. His body jerked and jostled as rock and stone took over his physiology, punching through her soft skin and flesh and fusing together into tough plates that turned a variety of shades of brown and tan in color as sharp spikes jutted out of Ben's fore arms and shoulders; his head was squished down into his body slightly, his brow becoming thick and heavy as his ankles and feet exploded in size and were turned into a pair of rocky pillars that roughly transitioned into his thighs and hips. The transformation ended as a pair of black and copper shorts, a top that attached to a thick collar around his neck, and a pair of thick braces around his wrists materialized on him, the Omnitrix appearing on him breastbone.

"Lets rock!" Rocks growled in a low, gravely voice as he crashed his rocky fists together while Raven dropped the shield to cautiously reach for Cerise; the Riding Hood barely moved the witchling rested her hands on her shoulder, only letting a short breath escape her lips when Raven's fingers brushed past a cut she had suffered in her swift movement to defend Raven.

"Cerise . . . y-you're bleeding." Raven noted, starring at her finger with worry before turning her eyes towards the almost invisible slice in the red fabric of Cerise's hood that draped over her shoulders.

"We've got more important matters." was all Cerise murmured.

An uneasy silence filled the air for a approximately two seconds before the air shimmered and wavered directly above Achilles and was expelled outward in a flash of glimmering light to reveal Kitty dropping out of the air with her claws spread wide and her crafty grin traded in for a vicious, fang-toothed smile as she dropped out of the air and landed directly on the golem's head, digging her claws as deep as possible into his metal plating and blinding him.

It was like a switch had been flipped; one second, the two sides had been facing off each other, one uneasy and unprepared to defend itself while the other was merely studying its wide variety of targets to either obliterate or beat into submission depending on their importance to his prime directive, and the second it was complete and utter chaos as both sides reacted.

With a loud roar, Rocks charged forward and slammed a massive, boulder-covered fist into Achilles' chest, sending him reeling back and reaching for his broadsword to steady himself as the Basalt drove a second fist into him, this time into his metal gut, while Kitty buzzed around his head in a periwinkle and black blur, constantly flashing in and out of existence to slash at Achilles' optical sensors or pound her fists against his metal helmet. Not one to be out done by a crafty cat and a walking pile of rocks, Daring unsheathed his sword and took a deep breath to still his frightened nerves before charging forward with the blade raised over his head as he dove in front of the Headmaster to just shifted and block a third swing of Achilles' broadsword.

"Headmaster, I'm afraid I must ask you to run!" Daring shouted bravely, clutching his sword in both hands as Rocks received a swift uppercut to his jaw that sent pebbles flying as he stumbled back; with the Basalt stunned, Achilles reached up to tear Kitty away from his face, just barely managing to grab her by the tail and hurl her at Apple, the two of them colliding and rolling across the floor in a tangle of arms and legs as the great steam golem tore his sword out of the ground and clutched the handle tightly.

"Quake in fear, fleshling. Step aside." Achilles demanded, yanking his sword out of the ground and expertly flipping and twirling it around in his blade-like fingers with great skill that made Daring gulp and tremble slightly; the Headmaster took one look between the steam golem that was trying to kill him and the brave prince standing between him and it while other members of his school's population stood in the wings waiting for the right time. Seeing that he had no part in this battle other than to get to some place safe and, for once, put trust and faith into his students, both wanted or otherwise, and pray to the ancestors that things could be all right by the time he returned with a small battalion of enchanted suits of armor to back himself up.

Come on, Daring. This is your big moment, he thought to himself. It's time to stop acting like a prince, time to stop acting like a self centered fool and focus on becoming a hero. Deep within him, the son of Prince Charming knew that he should have slowed down and taken some thought into how he was going to rebuild his ruined reputation instead of rushing out with a half baked plan to try and find the biggest, baddest, strongest monster he could find just to slay it and prove he was once more a hero and not the coward that everyone had come to mock and make fun of. He knew that despite his efforts, he only made himself look like a bigger fool than before, going so far as to even endanger other fairy tale's lives just to prove that he was still as prideful and charming as ever; of course, it had been pure chance that he had found the great steam golem slightly deactivated and resting against a large tree, but it had been his own fault for kicking it in the foot and disturbing it, triggering the destiny preserving program buried deep within its twisted, metal mind. He had been the one to do this, and he had to be the one to fix it.

"I shall smite thee!" Daring declared loudly in as big of a threatening and confident voice as he could muster; Apple managed to untangle herself from Kitty just in time to see the prince bravely and almost foolishly charge at Achilles, only to duck beneath a quick attempt to ram him with the golem's shield and to lean far back over a large swing that just barely grazed his nose before rushing forward and whirling around in tight circle to build up momentum and slash at Achilles' knee cap. The prince succeeded in slice off a pressurized bolt in the joint, allowing a small jet of steam to escape and blast him in the face long enough for Achilles to raise up a foot to try and squish him.

"Heads up!" Rocks yelled as he drove a fist into the ground and watched as a small fissure split the ground apart and forced up a small rock spike from deep within the earth's crust that just barely halted the golem's attempt to crush Daring before the prince rolled out of the way; the sharp rock was almost easily crushed under Achilles' feet with a loud clattering noise as Daring retreated.

Clawdeen felt a deep, guttural growl build up in the back of her throat as she watched the Basalt and golem duke it around, trading blow for blow with almost an uneasy match; Rocks crashed his fists together over Achilles' head, only to be kicked in the gut and deck across the face before getting slammed by the golem's shield and forced onto his hands and knees to rest. "Time ta jump in!" she yelled, dropping down to a bent posture that involved both her arms and legs before lunging forward with a deep snarl.

"Defense protocol: initiated." Achilles droned as he raised up his shield to block Rocks' incoming fist and raise his broadsword just in time to keep Clawdeen from successfully leaping onto his face; instead, the werewolf landed on the blade, glaring angrily at the hulking, steam golem before jumping right at his face just as Achilles swiped his broadsword out from under her and pulled it above Clawdeen, smacking down on top of her head and chucking her down to the ground where she groaned and held her throbbing temple. The werewolf yelped and rolled out of the way of the golem's mighty feet before latching onto one of his legs and scrambling up his body and back towards his shoulder.

"Warning! Warning! Infiltration in progress!" Achilles' systems exclaimed threateningly.

"No shit, you tin can!" Clawdeen growled as she drew back her fist and slugged Achilles in the face, succeeding in cracking the left optical sensor in his head before she was thrown off by a deep, rattling clunk that shook Achilles' entire metal frame.

"I think we're wearin' him down!" Rocks grinned cockily as he managed to grab hold of Achilles' shield and tear it out of his metal grip, throwing it over his shoulder where it embedded itself in a nearby tree's trunk; the triumphant grin across the Basalt's face however was quickly wiped off when Achilles' lowered his arm down at Rocks' chest, firing off his clenched fist and sending the Basalt flying across the courtyard and deep into the earth.

"Scratch that . . ." Rocks groaned as the Omnitrix timed out and returned Ben to the world with a flash of green light. "He's back up!" he hissed as he sat up and watched the steam golem slowly approach him, his heavy metal feet slamming into the courtyard bricks and sending out small tremors; Achilles' snagged hold of his lost shield as his arm, attached to a long, thick cable, snapped back into place and pulled his shield along with it, once again making him all but invulnerable.

"My, aren't we testy?" Skurd chuckled as Achilles stomped closer and closer.

"You know, if I go, you go with me, right?" Ben hissed, sitting up and holding his aching, injured shoulder; most of the deep, internal damage to his muscles and tissue had been repaired by the healer's magic and a few uses of the Omnitrix, leaving the skin heavily scarred and bruised. The wound however, had reopened upon taking a big blow from the great steam golem and was bleeding deep, crimson blood from between his fingers.

"Hmm. True." Skurd hummed. "But I believe I would simply be getting in the way."

"What are talking-"

A loud, bestial roar shook the very air to its core as Jane morphed in a matter of seconds; light purple fur sprouted all over her body, covering every inch of her as her clothes started to vanish away and out of existence. A loud cracking and crunching noise filled the air as her skeleton rearranged itself, her spine lengthening out farther and farther until a short, stubby tail sprouted from the base of her spine, wagging back and forth with anticipation while thousands of muscles packed themselves tightly into her haunches and chest, building up incredible leaping and pouncing capabilities while mounding particularly well on her shoulders and back, forming a large hump covered in fur. Wicked claws tore through her fingers, reducing them to strong, firm paws a her shoes ripped and the back of her shirt tore to accommodate her swelling figure. Her skull ground and crunched as her teeth tore through her gums, barely even fitting into her mouth until her head caught up with the rest of her; and even, a pair of large, saber-like teeth still curved out of the upper jaw. Sensitive whiskers sprouted from her face as her ears rotated to the top of her head and dappling of spots that transitioned into a thick coat the farther up they traveled across her body appeared on her while a spiked collar appeared around her short, thick neck.

A second roar from the Smilodon rattled the air and made the Headmaster clap his hands over his ear as the powerful, saber-toothed cat charged down the steps of Ever After High and leaped into the air, slamming into Achilles' chest and causing the automaton to stumble back from the sheer force Jane had exerted on him.

"Ben!" Clawdeen cried as she scrambled over to him. Before he could protest, she was fussing over him like a worried mother over their long missing child, asking him a million questions a second while fretting over his recently reopened wound; Jane snarled and clawed angrily at Achilles' metal exterior, scrambling onto the golem's shoulder to avoid a swipe of its five, blade-like fingers just as Venus whipped her arms down to the ground and sprouted multiple tendrils and vines that quickly wove themselves together into a pair of long, fleshy whips that bust into flame at the tips the moment Venus pumped a small amount of methane into them.

Ben struggled slightly against the werewolf's firm grip, his face screwing up like the aforementioned worried mother's child that was embarrassed to no end. "Clawdeen, I'm fine." he protested.

"Your bleeding!"

"Well, so is Cerise, but you don't see me or anyone else worrying about her!"

"That's because anyone who tries to talk any sense into her gets bitten!" Clawdeen argued as Raven tried to keep the previously mentioned Daughter of Red Riding Hood out of the fight to at least look at her injury, only to very nearly lose a finger as Cerise snapped her jaws shut just an inch from the witchling's hand.

Ben frowned. "Well, I can't just sit here! Jane needs help!"

"And you wonder why such a terrifying beast became extinct." Skurd rolled his eyes as the Smilodon was pulled off of Achilles' shoulder and slammed into the ground, scrambling to her feet just in time to avoid getting sliced in half by a downward strike of the golem's broadsword. The saber-toothed cat roared and ran between Achilles' legs, briefly confusing him as she whirled around to leap onto the automaton's back and feverishly scratch and scrape away at his tough, metal exterior.

"I'm not letting you getting yourself-" Clawdeen started to say before Ben expertly tapped the Omnitrix and slammed down on the waiting activation button before she could finish her sentence, engulfing himself in a flash of green light as his genetic code warped and shifted into something new. His bones ground and crunched loudly with a sickening tone as he was compressed and compacted down in height until he was roughly the size of a small child as his skin turned a smooth, blood red in color; his spine arched and splintered as a thin, spaded tail snaked out from the base of his spine as his fingers grew longer, more jointed, and dexterous while his nails curved and sharpened into claws. His eyes widened apart slightly as his noise suddenly jutted out at a comical, almost ridiculous length; Ben's ears became larger and slightly bat-like before stiffening out into rigid spikes while his toes melted together into three digits, his heel grinding against his foot before forming a small spike. Ben became slightly obese as spiked formed on his chin and the corners of his eyes, giving him a devilish look as a green and black aviator's outfit appeared on his body complete with a white ascot wrapped comfortably around his neck, a pair of goggles strapped to his head, and the Omnitrix and Skurd appearing around his gut in the form of a belt, ending the transformation.

"Jury Rigg!? How does this help anybody!?" the small, imp-like alien.

"You do realize that we are fighting a machine, yes?" Skurd raised an eyebrow.

"Oh. Right." Jury Rigg realized. "AHAHAHAHAHAHAHAHAHAHA!" he cackled before scampering off.

"Ben! No, Ben! Come back here!" Clawdeen demanded.

Jury Rigg ignored her as he scurried up a nearby tree in a fashion very similar to a hyperactive squirrel and scampered onto a branch before finally addressing Clawdeen by blowing a raspberry at her. "Up, up, and away!" he cackled madly as Skurd slithered and oozed himself over Jury Rigg's back and allowed a pair of delicate, buzzing Lepidopterran wings to slither and grow out of his back; the gossamer wings buzzed and flitted, lifting Jury Rigg off of the branch as Daring raised his blade just in time to barely block and hold against the titanic golem's broadsword, grunting and struggling against his immense strength and stumbling back when Achilles pushed up with his blade and came back for a killing blow that would have obliterated Daring into a bloody pulp had Venus not lashed out with her vines at the right time and wrapped them securely around the broadsword's blade.

"Don't just stand there!" Venus grunted as she, Skelita, and Raven pulled on the straining vines. "Do something worthwhile!"

Daring nodded and rushed forward as fast as possible to try and get up under Achilles guard, only to have a crimson, black, and white blur past him low to the ground and dash in between the great steam golem's legs, scrambling up his tough, metal exterior and to his face; the indistinguishable blur turned out to be Cerise. The Riding Hood growled and snarled as she drew back a fist and punched it clear through the Achilles' tough, metal skull, digging around inside and yanking out a fistful of wires and steam-filled hoses that whined and hissed in her grip. The automaton shudder and rattled and clanked loudly, steam jettisoning out from beneath his metal plates and sparks crackling from between his joints while he jerked and jostled, sending both Cerise and Jane tumbling as the golem wobbled; seeing their chance, Skelita, Venus, and Raven gave an almighty tug on the vines in their hands and managed to gain enough leeway to fell the great steam golem with a thunderous boom!

"Prisa, Ben! Le Desactivar mientras él está abajo!" Skelita yelled.

"I have no idea what you just said. AHAHAHAAHAHAHAHA!" Jury Rigg grinned wickedly as he dropped down onto Achilles' back and easily tore through the metal paneling like it was melted butter. "BREAK! BREAK! BREAK!" he yelled as he dove inside of Achilles' body and started yanking out hosing and tubing and wiring, reinserting some into brand new locations while removing others entirely as the great steam golem he was working on slowly but surely hauled itself to his feet, gripping the handle of his mighty broadsword and giving it a powerful yank that tore and sliced the vines restraining it to shreds with a single movement. Before the metal titan could move to cut down the plant monster, skeleton, and witchling in front of him, he shuddered and buzzed before he suddenly began to spin around wildly on his waist thanks to a hidden axis that made his arms and broadsword a deadly propeller blade that the girls instinctively ducked under.

"WWAAAAAAUUUGH!" Jury Rigg cried as a paneling in Achilles' back was pulled lose and let himself among a shower of bolts and rivets to fall out of the now haywire machine, plummeting to the ground just as the Omnitrix timed out and returned him to his original form.

"You fool, you just made things worse!" Skurd declared as Achilles' jolted and shuddered with every movement he made, wildly swinging his arms and taking out the courtyard's fountain with two swings of his arm and broadsword.

"Malfunction! Malfunction! Systems overloading! Attempting Emergency Shutdown Protocol." Achilles droned as he stomped about, nearly squishing Venus in the process had Jane not climbed to her feet and charged across the ground, swiftly picking her ghoulfriend up in her teeth, taking great care not to accidentally stab her with her saber-like teeth, and dashing away as the mighty foot came crashing down. "Emergency Protocol failed. Malfunction! Malfunction!"

"What do we do?" Raven wondered.

"DUCK!" Skelita screamed as she grabbed the witchling's pale hand and yanked her down to the ground just as Achilles fired off his spring-loaded fist over their heads; Cedar had to press herself up against the doors and hold her breath to hopefully bend her wooden figure enough that the metal fist wouldn't grab her instead. The wooden puppet had been watching with a look of awe and admiration as Ben, his ghouls, and his girls had fought the great steam golem, wincing whenever they took a hit and down right gasping and biting her lips whenever they sustained a wound. A sudden yelp caught her attention and she turned around just in time to be bowled over by whatever or whoever the automaton's spring-loaded fist had managed to capture.

"Ben! Help!"

"Apple!" Ben cried as Achilles' cable attached arm came whipping back out with the frightened princess gripped tightly in its metal fingers; Apple screamed as the golem's long cable whipped her about in a wild and unwieldy fashion that sent her hurling towards the ground before she was jerked back up at the last second and sent hurling through the air. Achilles seemed completely oblivious to the terrified princess in his grip as he stormed about, obliterating everything in range as he rampaged out of control.

"Move!" Venus yelled as she slammed a hand down on the activation button of her Omnitrix, encompassing her in a neon green light as her DNA was scrambled and rearranged into something new. Hard metal plating raced up her back and front, melting together into a single shield as her shoulders crunched and squelched loudly, broadening out while becoming rounded and massive; flexible, black tubing covered the skin between her elbows and shoulders. Venus' arms began to swell, metaling plating the place of her skin as the plant equivalent of bone and muscles fused together before sending out thousands upon thousands of sensitive nerve endings that connected themselves to the armor that now encased Venus in a tight, faint orange shell. Her hands trembled and splintered loudly as they suddenly changed into sharp, gray claws while a large piston formed on the back of her elbows, merging with her arms beneath the thick layer of durable armor. Metal plating enveloped Venus' head and formed something that resembled a Greek Corinthian helmet as a pair of small, pointed ears slipped out from beneath the armor just as her feet tore through her boots and turned into hard, metallic claws. The Omnitrix appeared on her chest between a pair of slight bulges in her armor where her breasts might have been as patches on her chest, knees, feet, and wrists turned a fiery pink color, completing the transformation.

"Be gentle, please!" Apple pleaded; her damsel-in-distress training had taught her to look beautiful and helpless at the same time to instill bravery and courage into their hero or prince in order to help them in saving them from whatever dragon, evil warlock, or monster had kidnapped while maybe even possibly providing them with a token of their favor or affections. She doubted however, that such actions would encourage a Talpaedan into rescuing her, but right now didn't seem to be the right time to be picky.

"Can't guarantee that!" Wreckta Scale grunted as her metal claws fused together into harden tips that buzzed as they swirled and spun around rapidly while she charged right at Achilles and rammed her shoulder into him, causing him to stumble slightly as she drew back and arm and thrust it forward; with the piston on the back of her elbow furiously pumping up and down until it was nothing more than a blur, she gave what appeared to be a solid punch to Achilles' gut and sent him blasting back across the courtyard, his great, hulking frame and gigantic broadsword leaving a pair of deep trails cut out from the ground. If one were to actually look closely however, they would have noticed that Wreckta Scale had not slugged the great steam golem once, but nearly a hundred times in quick succession thanks to her specialized limbs.

Achilles shuddered and groaned as he climbed to his feet and grabbed his second pair of throwing knives and chucked them with deadly precision at the Talpaedan's head and shoulder, only to have them expertly blocked by Daring as he dove into the blade's deadly path and swung his sword, sending the throwing knives clattering to the ground, useless.

"Thanks for the save, but you do know I have armor, right?" Wreckta Scale cocked an eyebrow as she rapped a knuckle on her durable chest.

Daring coughed uncomfortably. "Apologies. Uh, force of habit."

"AAAAAAAAAA-HHHHHHH!" Apple screamed as Achilles charged right at the pair, his heavy metal feet smashing into the ground with every step and creating what felt like hundreds of earthquakes that set Wreckta Scale's seismic sensory off the charts and just barely allowing her to duck under the first swipe of the golem's broad sword before she managed to get up under his guard and drive a sharp, drill-like fist through his chest mere seconds before Achilles smashed the fist holding Apple right into the Talpaedan's temple and sending her flying, her bulky frame bouncing loudly and crashing into a small tree and obliterating it as she came to a stop with a groan.

"Ugh, this isn't working." she groaned, rubbing her aching skull; Achilles had switched targets, now relentlessly attacking Raven with his broadsword. The witchling had managed to erect a protect, shimmering dome of energy over herself at the last second and was hunkering down inside, trying to think of some way to not get killed while keeping the shield up at the same time. But the golem's swings were like getting beaten by boulders, each blow nearly collapsing the construct around her and making her grit her teeth and hiss in pain as her head began to ache and throb; she didn't know how much longer she was going to be able to keep it up when she felt a set of cold, delicate hands on her shoulders and turned to see Kitty's mischievous grin just behind her as the Cheshire was disappearing in a flash of shimmering light that, Raven realized, was taking her with just as Achilles rammed the fist containing Apple into the shield and obliterated it.

"AAAAAAAAAA-HHHHHHH!" Apple screamed at the top of her lungs once more. Ben was cycling through the Omnitrix, trying to find the proper alien until he selected Goop and was about to slam a hand down on the activation button when a loud battle cry caught his attention and he turned to see none other than Snow white come charging out of the school, a sword gripped tightly in her hands as she lunged at Achilles and sliced the blade across his chest, severing several tubes and hoses and making the automaton stumble slightly and lean heavily on its own broadsword as the queen landed at Ben's feet before straightening herself.

"Your majesty!?" Ben blinked with surprise.

"Oh, don't look so surprised, Ben." the queen rolled her eyes as she blew a lock of raven hair out of her face. "As if I'm going to let my own daughter be put in danger while your bumbling headmaster panics like a cockatrice with its head cut off."

"But how . . . I thought you-" Daring stumbled over his own words when he realized that it was none other than the queen, Snow White IV herself, that had all bought them enough time to be currently having their conversation.

Snow White rolled her eyes. "Relax, dear. I have no idea how to properly wield this stupid thing." she grunted as she attempted to lift the sword in her hand up and only succeeded in several inches. "It was the spur of the moment, seeing my precious Apple in danger; you'd be surprised what fairy tales can do on an adrenaline rush."

"This is all fascinating, but I believe we have a princess to save?" Skurd pointed out as Achilles hauled him up to his feet, now heavily leaning on his broadsword like a crutch yet maintaining a heavy hold on Apple. Ben nodded and slammed a hand down on the waiting Omnitrix core, engulfing himself in a flash of changing light that warped and rearranged his genetic code into something new. His skin bubbled and began to pulse furiously as it formed into small bumps that quickly started to fuse together like water droplets on a window in a rain storm, forming large blobs of flesh that swelled and took over his lean arms, weighing Ben down as they started to harden into thick, crusty rocks; the rest of his arms bloated with muscles, becoming far bigger than his original self as his legs bulked and bulged with tissue. His feet ripped clear through his sneakers as his toes together into three, crusty plates while his skin flashed a dark black with rocky plates forming like continents on an inky, black sea of skin. Ben's head was formed down into his chest as his neck compressed and cracked loudly as his skeleton finally fused with his skin to form a more durable body as his mouth widened horizontally into an exaggerated grin. Ben's eyes rotated father apart as his head widened, rocky plates rushing to cover his skull as a pair of black and green shorts materialized on him as a pulsing, molten core thrust itself out from his chest directly under his chin; the Omnitrix and Skurd appeared on his forehead, completing the transformation.

"Time to go big, or go home!" Gravattack narrowed his eyes at Achilles.

"Uh, oh." Wreckta Scale worried.

"What? What's about to happen?" Daring wondered.

"All I can say is that you better grab onto something heavy. That isn't me." she added as an afterthought as she drew back her jackhammer arm and jammed it forcefully into the ground, sending dirt and stone flying in all directions as she expertly dug and worked her way down into the earth until she had sunken herself into an adequate pit; Daring ignored her request and dove in after her, wedging himself tightly against her thigh and wall of the pit as he held onto his crown, not sure what to expect.

"Hit the dirt!" Clawdeen cried as she dove to the ground with her hands over her head just as Kitty and Raven reappeared back into existence, only to have Cerise all but tackle the witchling to the ground; Raven was initially confused at first until she caught sight of Gravattack as the Galilean drew back a massive fist and slugged Achilles in the chest, making the automaton stumble back to be dealt another blow.

"AAAAAAAAA-HHHHHHH!" Apple screamed again, caught right in the middle of the clash between the two titans.

"Get ready to write your orbit-uary, you tin can!" Gravattack yelled as his hand tingled slightly before a wavering, shimmering green disk appeared between his fingers; Apple yelped as she and Achilles were lifted off of the ground, their combined weight now nothing more than a distant problem as the Galilean tossed his hand up and brought them along with it. The great steam golem was hurled high up into the air before Gravattack then thrust his hand down, bringing Achilles along with it and slamming him into the ground, leaving Apple dazed and disoriented.

"Apple! Get ready to move!" Gravattack yelled as he increased Achilles' gravity to keep him pinned to the ground while raising his other hand and focusing its attention on the fist that held Apple in place; a familiar, shimmering, green energy flashed at the ends of his fingertips and focused on the great steam golem's hand, attacking the fingers that trapped Apple. One by one they were peeled off, slamming into the ground as the Galilean forced them until Apple was finally free; without wasting a second, she scrambled to her feet and dashed over to her mother, hugging her tightly as Gravattack then turned his full attention back to Achilles.

"What are you going to do?" Snow White IV asked as she embraced her daughter, rubbing her back to sooth her.

"Take this gravity power of mine for a little spin." the Galilean replied with a rocky grin as he raised his hands above his head, drawing Achilles along with them as Gravattack focused his control on the golem's gravity and forced to spin and rotate around and above his head in a tight circle; once he was satisfied that an orbit had been established, Gravattack folded his arms up against his chest and drew in his legs, forming a perfectly round sphere that resembled a small planet as it levitated up and above the ground with Achilles orbiting around him like an oddly shaped moon.

Wreckta Scale dug her metallic claws deep into the earth to anchor herself as she felt the Galilean gravitational hold pull on her, attempting to pry her and Daring loose as she thrust out her knee just so that it jammed almost painfully into the prince's back, keeping him firmly pinned in place; Cerise had all but thrown herself over Raven, digging her claws deep into the ground and keeping both herself and the witchling trapped to the ground; Raven was immensely grateful for this, as well as confused slightly as to why the halfbreed was taking such an interest in her all of a sudden while Kitty clung tightly to the trunk of tree, silently praying to the ancestors that her grip would hold.

"Ayuda! How long will you keep this up!?" Skelita shouted over the roar of the wind that had picked up as the air around them was compacted and forced to orbit around Gravattack; the debris of the destroyed fountain was effortlessly picked up off of the ground and pulled into the Galilean's orbit, followed by stray leaves, sticks, and even Daring's sword (the Son of Prince Charming would complain later about having his favorite sword damaged to the point where it wouldn't even function well as an oversized needle).

"Warning! Warning! Danger imminent!" Achilles beeped.

"Until I time out." Gravattack seemed to be giving an invisible shrug.

"Then I hope it is pronto!" Skelita screamed as her bony fingers slowly started to lose ground, desperately grasping for any lose piece of cobblestone or earth to latch onto; all Cedar could do was watch helplessly and hang onto the main doors with all her strength as Skelita slowly, gradually, and finally lost her grip as she was yanked into the air and towards Gravattack's powerful gravitational pull, scrambling feebly for the ground. Cedar wasn't an expert on bones, but she was pretty that without muscle and tissue to cushion and weigh her down, the skeleton was both incredibly flexible and light, as well as highly susceptible to easily damaging her bones during such scraps to the point where they just might be ground to dust. The wooden puppet wished that there was something useful that she could actually do, some sort of talent or special power she had that could help; but being a puppet, she didn't have access to nearly endless reserves of dark magic like Raven, the ability to talk to animals like Ashlynn, and she was nowhere close to even possessing the power that her secret crush manipulated with a single dial of the Omnitrix on his wrist. But, like her father had explained to her, she had been carved out of magic wood. Surely that must have given her something right?

"Ayuda me!" Skelita helped as she was pulled into Gravattack's orbit, now at the mercy of the Galilean as he tried to manipulate his gravitational field just enough that she wouldn't be crushed by debris and Achilles' hulking, metal frame as he feebly swatted his gigantic gauntlets at her. Deciding there was nothing to lose, Cedar thrust her hand out towards Skelita and squeezed her eyes shut, focusing her mind and trying to do something, anything that might be of use to the skeleton and the matter at hand; she was so busy concentrating, that she didn't notice the ground beneath the Galilean suddenly burst open as roots and tendrils erupted and slithered out between the cracks in the cobblestone, rising up into the air and chasing after Skelita as she flew by, ensnaring her by worming their sensitive tips between her rib cage and around her leg bones to safely pull and anchor the skeleton to the ground.

"Nice save." Daring commented.

"Thanks," Venus grunted as she tried to keep the thick tendrils wrapped tightly around her and Daring's shoulders and waist nice and strong; her Omnitrix had unfortunately failed her and very nearly got the plant monster and prince pulled into the Galilean's orbit as well. With everyone of importance safely out of harm's way, Gravattack finally released his hold on his orbit and sent Achilles flying.

"Warning! Impact imminent!" Achilles droned mere seconds before his gigantic, metal frame slammed into the front door of Ever After High, just very narrowly missing Cedar as she pressed herself tightly against the hall at the last second while the doors were blown off their hinges and obliterated to pieces by Achilles bulk. The wooden puppet cracked open an eye to make sure it was safe, only to dive out of the way mere seconds later as Gravattack came sailing through the air with his fists raised high over his head to slam them down on Achilles, destroying the automaton with one, tremendous blow that threw Cedar against the wall from the resulting shockwave.

"My face . . . is . . . leaking . . ." were Achilles finally words before the light from his eyes finally faded and his body died with a shudder.

"And stay down." Gravattack breathed, letting his arms drop to his side as he stood over the mighty golem's fallen bulk.

"As if he can hear you." Skurd mumbled to himself moments before the Omnitrix timed out in a blast of green light and returned Ben to the world where he dropped to the floor and held his shoulder.

The sound of panicked footing caught his attention and he turned to see his ghouls, Raven, Apple, Cerise, Kitty, Daring, and Snow White come rushing up the steps. "Ben! Are you alright!?" Clawdeen asked worriedly as she bent down to look him over; for once, Ben didn't fuss.

"That . . . was a total rush." Ben panted with a goofy smile.

"Your recklessness never ceases to amaze, you goof." Clawdeen sighed with relief, hugging Ben tightly.

"Ahem. I believe that is my line." Skurd grumbled.

"I-Is it . . . dead?" Jane wondered as she assumed her original form within a whirl of purple fur and violet locks and cautiously poked Achilles' with a foot, as if she were afraid the gigantic golem would suddenly awaken and attack her.

"As dead as a golem can get." Raven sighed with relief. "I don't know about you, but that's more than enough hexcitement for me for one day."

"A-Agreed." Apple replied shakily.

"Has the apple been turned into applesauce?" Kitty purred.

"I have n-no idea what that means, but yes."

Snow White coughed with slight interruption. "Regardless, there is a small matter I believe that needs addressing," she said before she angrily turned on Daring. "Just what were you thinking, young man!? You could gotten yourself killed and endangered many others by bringing that monstrosity here!"

Daring shifted uncomfortably. "Would . . . would it help if I said I was sorry?" he flinched the queen's stern gaze.

"Detention. One week. Shelving books in the LiFairy." Snow White frowned, pointing an arm down the hall without tearing her cold look away from Daring. "You start now."

"You can't do that, you're not-" Daring started to protest before Ben coughed loudly and gave him a warning look, rolling his eyes in the queen's direction and wave his hand across his throat to try and ward him off; the Son of Prince Charming thankfully took the hint and clammed up right then and there, sulking and deflating as he trudged down the hall towards the LiFairy to begin his punishment.

Once he was out of sight and ear shot, the queen straightened up and dusted off her hands with a satisfied look. "About time someone talked some sense into Arthur's kid."

"This is going to take some time getting use to . . ." Apple sighed, shaking slightly until Raven caught her and started to help her down the hall, leading the both of them to their dorm to rest after the long day they had. "Wake me when dinner's ready, please."

"Sleep well, sweety." Snow White gave her daughter an affectionate kiss on the forehead; normally Apple would have blushed a furious red out of embarrassment, but she was too shaken up and tired otherwise to give anything more than a simple, "Mhmmph."

"So what do we do with this thing?" Kitty wondered, giving a swift kick to Achilles' kneecap and busting it open, letting out a highly pressurized jet of steam that startled the Cheshire into jumping into Ben's arms out of fright before she relaxed slightly.

"Is there some place I can haul this thing?" Ben offered.

Snow White shook her head. "Oh, no. You've done enough for today." she scolded him lightly. "What you're going to do is sit back, relax, and enjoy the rest of your weekend; Milton can lug this piece of junk away with whatever battalion he still hasn't arrived with. You on the other hand, are to do nothing."

"I'll see to it that he does." Clawdeen promised. "After we get that wound closed up again."

"Clawdeen, it's just-"

"No arguments." the werewolf cut him off. "You don't see Cerise complaining, do you?"

"That's because she isn't here." Venus pointed out, glancing up and down the hallway. "Where'd she go?"

A slight creak caught their attention as Cedar peeled herself off of the nearby wall with a slight moan, holding her aching head and wincing at her throbbing back; technically speaking, she didn't possess nerves or sensitive skin like most other fairy tale characters, but due to her magical properties, she was still able to experience some amount of pain or pleasure that would be dealt to her based on the current situation. "I think . . . I saw her go back to our dorm . . . I think . . ." she moaned as she fell to her knees. Instantly, Ben was by her side, supporting her and helping back up to her feet as a small blush crept over her face and her arm wrapped around his shoulder.

"You alright?" Ben asked.

"Fine." Cedar nodded. "Sometimes being made of wood has its advantages." she added with a small smile.

"I can imagine." Ben smiled lightly before turning around to address everyone else. "We good? Cause I think I'll take her majesty's advice and sleep until dinner."

"After we've stopped by the healer's office." Clawdeen corrected him.

Ben rolled his eyes. "Right. After we've stopped by the healer's office.

"Almost, Benjamin." Snow White IV gave a devious smirk as she sauntered over to him; before he or anyone else could really grasp what had just happened, the queen wrapped her arms tightly around Ben and hugged him warmly, cuddling her head up to his before giving him a small peck on the cheek and then leaving to go check up on Daring's progress. "That was for saving my daughter."

"Ol' Leonard won't be happy about this!" Skurd chuckled mischievously as everyone else simply stared after the queen, completely confused and baffled.


Ben felt his eyes snapped open, his bleary mind not processing such a movement until several seconds of ceiling watching had occurred. He wasn't quite sure what had caused him wake up and disturb his slumber, but that unmistakable, skin crawling, hair raising feeling that he usually got before something bad happened was back once more. He rolled his eyes around him to make sure that Snow White IV was nowhere in sight (the ghouls and Ben had unanimously decided to never breath a word to Apple) and felt himself relax a degree when he realized that the queen was nowhere in sight; both Apple and Raven had decided to remain in their dorms for the night, instead being replaced by an all too eager Kitty Cheshire that took up a comfortable, warm spot to Ben's right and both Venus and Jane on his left, with the later snuggled comfortably between her two lovers and an arm wrapped tightly around his chest for comfort.

Skelita had seated herself in what had quickly become her assigned chair wrapped up in a warm, comfortable blanket that Ben highly suspected Bonita would have simply loved to nibble on in her spare time; lying across the way was Hunter, the spot that was usually occupied by Ashlynn empty and bare with the princess deciding to spend the night in her own dorm to avoid sending her boyfriend into a frenzy every time her stomach acted up. Ben then rolled his eyes towards the foot of the bed where he nearly felt his heart skip a beat upon seeing a pair of crisp, golden orbs starring back at him with extreme intensity. It took him but a few moments to realize that it was none other than Clawdeen starring at him, though this did not put his problem at ease.

Not only was it incredibly difficult to comfortably fall asleep with one of the two apex predators in the room starring back at him (with the other one currently resting between him and Venus), but Ben had a feeling that whatever the reason for Clawdeen's unwavering stare might have had something to do with her previous behavior. Granted, it hadn't been until after his fight with Achilles did he notice the various warning signs that something was up; maybe it had been the way she had been following him practically everywhere less than two feet away from him or how she growled angrily whenever someone that wasn't remotely part of the harem approached them. Whatever the reason, the werewolf seemed to determined to stick by him and watch over him every waking second, something that put him almost immediately on edge.

It was then that Ben noticed Clawdeen had finally allowed herself to fall into a light sleep and that a plan ad begun to formulate in his head; he didn't know why it was necessary for him to escape his ghoulfriend of all people, but with how Clawdeen didn't seem to be letting up on it anytime soon escape seemed to be the only option. Taking a deep breath, Ben slowly used his free arm to take hold of Jane's hand and slip it off of him, moving her hand over to Venus as he ever so slowly sat up in bed; he froze when Jane rolled over and latched onto Venus, snuggling her face deep into her ghoulfriend's chest before settling back down. Once everything was still once more, Ben moved himself onto his hands and knees and stealthily crept across the bed, taking great care not to step on the rolls and bumps under the covers that were Venus and Jane's legs until he had made his way to the edge of the bed and simultaneously swung his legs down to the floor while shifting to sit on his butt; so far, Clawdeen hadn't made a single move.

A sudden rustling of sheets caught his attention as he stood up and crept towards the door, intent on taking an evening walk to ease his mind, and he froze on the spot like a statue, hoping Clawdeen would be too tired to see him properly if she had really fallen asleep; thankfully for him, it simply turned out to be Kitty curling up into a tight ball underneath of the warm covers for maximum comfort.

"That was close." he whispered to himself.

A sudden creaking caught his attention and he whirled around to see Clawdeen lying upright on the bed, her eyes fully trained on him and never blinking. The two of them stared at each other for the longest time, neither one making a whisper or even seeming to breath until Ben had finally had enough and took a step backwards; Clawdeen swung herself off of the bed and landed on the floor but a few feet away from him, never tearing her gaze away from him. Without another word, Ben turned around and silently ran for the door, yanking it open and dashing down the hall as fast as he could without looking back, his heart hammering in his chest and filling every bit of his ears that wasn't taken up by the sound of Clawdeen rushing after him and quickly gaining.

"Come on, give me a hand here!" Ben whispered as he tapped the Omnitrix and slammed a hand down on the activation button, engulfing himself in a flash of green light. His skin turned a light blue as it blistered and splintered into millions of tiny scales that were quickly covered by a thick layer of wet slime, practically dousing him in the substance as his arms deflated and withered, slurping back up into his shoulders with a loud cracking noise until all that was left were his hands hanging limp at his sides. His jaw jutted out with a loud crunching noise, thrusting several teeth out at odd angles as his skeleton compressed and compacted with seemingly excruciating pain, his bones becoming thinner and more flexible as several slits opened up on the side of his face and took a wet suck of breath out of the air; a shark-like fins rose from his back as his head was all but shoved into his shoulders and body, making a neck nonexistent as fat and tissue built up around his skeleton. His legs shrank until they were practically sticks with feet attached to them while a small fish tail popped out from the base of his spine, wiggling back and forth hyperactively; the Omnitrix and a sleepy Skurd appeared at the center of a green chest brace, completing the transformation.

"Oh, come on!" Walkatrout whined as he continued to jog as fast as his little legs would carry him, jumping just in time to avoid Clawdeen's clasping hands; with a taunting wiggle of his tail, he was off again, briskly making his way down the hallway and just barely making the corner as Clawdeen chased after him, her gaze never tearing away from. A sudden clanking noise caught their attention and Walkatrout looked up to see a pair of enchanted suits of armor marching their way down the hallway, axes gripped tightly in their metal hands; thinking quickly, the Icthyperambuloid gave a small jump and promptly landed on his behind, letting his slippery skin slid him down the hall and right between the two knight's legs as he continued running, hoping that he had managed to buy himself time.

The suits of armor however, did little to stop Clawdeen as she dropped down to all fours and ducked under the first swing of a battle ax aimed at her before leaping over a downward strike and rolling between the two stunned knight's legs, barely even pausing in her chase after Walkatrout.

"Crap." he whimpered before he realized all too late that he reached the top of a flight of stairs and began to bounce and jolt and bound his way all the way down the steps, crying out with every bump and jostle his slippery, little body was subjected; all the while, he was wondering just how Skurd was able to sleep through such noise and yet be awoken by a simple whisper that most people would have either ignored or slept through entirely. By the time he reached the bottom of the stairs (a long and very painful fall, to make things worse), he was sore, annoyed, irked, and everything else in between as he continued to run without stopping. To make matters worse, instead of bothering with taking each step at a time or skipping steps, Clawdeen climbed on the stair's banister and slid her way down, her gaze never leaving the Icthyperambuloid.

"Double crap." Walkatrout gulped as he began to run once more, now not entirely sure where he was going anymore as he jogged for the main entrance (thankfully, the doors had been easier to replace than the walls and floors the Icthyperambuloid had managed to inflict upon the school) and slipped out into the cool night, not bothering to enjoy the night air before he once again bounced and fell down the flight of stairs and to the ground below where he had been fighting Achilles but a few hours ago.

"Crap infinity!" Walkatrout cried when he realized that Clawdeen was all too close for comfort to the point where she took a chance and lunged forward, pouncing upon Walkatrout and catching him firmly in her hands; this however didn't prove to work very well as the Icthyperambuloid's slimy, slippery worked against her and allowed Walkatrout to slip up and out of her hands before she caught him again, only for it to happen a second time. By the third time, she had wised up and smacked him as hard as she could, sending him flying to the air and sliding a fair distance across the ground before she pounced upon him and held him firmly in place with her knees and elbows, pressing down on top of her and essentially using her entire body as a cage until the Omnitrix timed out mere second later and returned Ben to the world in a blast of green light, throwing Clawdeen off and to the ground before she immediately latched onto him again, tightly pinning him into place and keeping the Omnitrix out of dialing range.

"Alright, what's going on?" Ben sighed with surrender, expecting a quick snark about him needing to rest or maybe even some silent reason that she wasn't going to explain to him any time soon merely to annoy him; it then came to him as a great surprise when he felt some drip down onto his neck, turning his attention back towards her to find out that Clawdeen was actually crying, despite the fact she was trying to hide it.

"Uh, are you okay?" he asked with concern; Clawdeen hardly, if ever, actually cried, much less showed this much emotion when it didn't involve anger. "What's going on?"

Clawdeen sniffed and wiped her eyes on her sleeve. "Nothing, I suppose . . . I'm just worried."

Ben raised an eyebrow, pushing up on Clawdeen so that he could talk to her in a sitting position. "About what?" he wondered.

"Y-You."

Ben's confused expression how became more baffled than before. "What do you mean?"

Clawdeen sighed and sat on her knees. "I'm scared," she admittedly shakily. "I'm scared of losing you. I guess I came to see you as invincible, the one thing that the universe simply couldn't destroy no matter how hard it tried, that you would always come out on top no matter what the odds stacked against you were, and that you were all but untouchable. To suddenly come across you in a moment of weakness, with a spear sticking out of your shoulder and blood staining anything in a six-foot radius . . . I-I was scared."

"Clawdeen . . ." Ben started to say.

"And then to find out that we had so easily been manipulated by a book, to remember everything we had no control over, to remember those words you said to me . . . I know you didn't mean them at all, but it still hurt. As if that weren't bad enough . . . then the nightmares were even worse."

"Nightamres?" Ben wondered.

Clawdeen sighed and rested her head on her knees. "You were always just out reach, yet you seemed to be hundreds of miles away from me, like I could see you and never reach you at the same time; you were always cold, huddled up in the howling wind all alone, tired, weak, and without the Omnitrix to help save you. It always ended the same no matter how it began: you always ended up dying, a-and . . . and I couldn't do anything. I was helpless to do absolutely anything as you just lay there, bleeding and bleeding and never stopping no matter how much I screamed or begged . . . I would always be too late."

Ben was silent, processing those words Clawdeen had told him, remembering the way the werewolf fussed over him and held onto him like a frightened child in need of comfort. He supposed that mentioning his whole, somewhat dark destiny that would put the whole of Ever After as a prize to be won and fought over that involved several members of his villain roster, some of which were actually quite dangerous to encounter and fight against, was not the best idea at the moment. In fact, now that the thought occurred to him, he wondered when, if ever, would be the proper time tell his ghouls that he had some how managed to procure a destiny from a parallel dimension they had only been apart of for a couple of months.

Instead, Ben wrapped his arms around the trembling werewolf and held her close to him, rubbing her back nice and slow to sooth her as she buried her head into his chest; her grip was iron tight on him, constricting and squeezing him like a hungry python, her claws digging into his bare-chested skin as she sobbed almost uncontrollably into his shoulder, her tears staining his skin a darker hue as Ben stroked his fingers through her thick, auburn locks. It would be a few more minutes that felt like hours on end before Clawdeen had managed to let all her worries free and look at Ben again, smiling slightly as he brushed away the tears staining her eyes that glittered like gold doubloons.

"I'm not going anywhere," Ben promised. "Not without you or anyone else by my side."

"You mean it?" Clawdeen sniffed.

"Cross my heart and hope to live." Ben smiled before he bent down slightly to softly press his lips to her own, shivering slightly at the feeling of her sharp fangs grazing his lips; the werewolf was upon him in an instant, wrapping her arms snugly around his neck and chest as she passionately kissed him, putting as much emotion as possible into it. She wanted to tell him, to show him how much he meant to her, how much he had changed her life to the point where she couldn't imagine a single day without him by her side and filling her life with constant adventure and thrills. She moaned as Ben tickled her fangs with the sensitive tip of his tongue, running his fingers through her hair and more than once brushing past an all too sensitive spot that made her like putty in his hands (how he knew about that specific pleasure point, she would never know, nor did she care).

She cupped his face in her hands, marveling at his skill while she pressed her body against his, shivering with anticipation at the film of the firm muscles on his wiry frame; he wasn't as buff or muscled as compared to Deuce or Clawd nor as skinny as Jackson, but somewhere of a nice mix where he had the best qualities of both, a nice mixture of both speed and agility and strength or durability, something she found equally pleasing. Based on their past . . . experiences . . . with each other, Clawdeen knew that Ben found her just as attractive, a fact she decided not to make him forget as her sizable breasts were pressed against his chest and she grazed the tip of her claw against the sensitive nerve line at the base of his jaw, an area she knew he was particularly fond of having touched at certain times. By the time the two of them broke away, both parties were breathless and tired beyond all reason, only having enough energy to climb to their feet and head back to their dorm.

"You're a good kiss, you know that?" Clawdeen smiled as she slipped her fingers through Ben's and gave his hand a squeeze.

"I learned from the best," Ben grinned. "Now how about we hit the sack?"

"Music to my ears."

And there we go!

To be honest, I don't think this was really my best work; I mean, it started out descent, but then it kinda went downhill from there, if only slightly. I guess I just couldn't stand to leave you all hanging without a chapter to read.

Either way, the next update will not only be the most likely late Christmas chapter, but it will also be posted at a somewhat later date because of what it happening in my life right now; ignoring all of the holiday madness-

Apparently not the good kind.

Yes, not the good kind, Maddie, but I've also got school to worry about; for some reason, they decide to try and cram as much schoolwork as possible into the weeks leading up to Christmas break where I am, so I am less than happy about that. And that's completely ignoring my issues with a certain assassin, pony, hatter, alien face-hugger-thingy, and a one-eyed nacho chip.

So apologies if the chapters are late!

You know what? I'm too tired right now to care. As always, comment, review, suggest, and request down below, everyone!

Hasta Luego!

Once again, too tired to care.