My Ultimate Academia

by Shocknawe 425

Being a hero is something Ben Tennyson has been for quite some time, but he never thought he'd see a world where it was commercialized. After a chance meaning with one of these 'Pro-Heroes', Ben agrees to go through a school to become a hero. With no way home and three of his most dangerous foes on the loose, Ben must learn from these heroes to help him in the long run.

8. Chapter 7 Old Wounds

Disclaimer: I own nothing. Seriously, I don't own anything. Man of Action created Ben 10 and My Hero Academia belongs to Kohei Horikoshi. Okay? Good.

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My Ultimate Academia

Chapter 7: Old Wounds

For several moments, neither Ben nor Nemuri said anything to each other after she had entered Ben's room and saw his scars. It was only a second later that Nemuri broke the silence.

"Ben…" started the Pro Hero carefully. "How did you get those scars?"

Hearing the question snapped Ben out of his moment of shock as he hurriedly put his shirt back on. He then made his way for the door, but Nemuri stopped him as she blocked his exit.

"Ben, stop!" stated Nemuri as she stood in between Ben and the doorway. "What happened to you? How did you get those scars?" she asked again.

"I don't want to talk about it," stated Ben firmly. His tone seemed to surprise Nemuri somewhat, but her face set back to a determined look.

"No," retorted the Pro Hero with an equally firm tone. "That's not going to happen, Ben."

"Listen!" said Ben a bit louder as he tried getting past Nemuri, refusing to make eye contact with her. "I REALLY don't want to talk about this."

However, she stopped him again. "This has to do with Vilgax, doesn't it, Ben?" pressed the purplette. "He was the one who gave you those scars, wasn't he?"

"Stop it, please," stated Ben as he pushed past Nemuri, but she gripped his shoulders.

"Is what happened to your family, true?" demanded the Pro Heroine. "Is VILGAX the one who is responsible? Did he kill them?"

"LOOK!" Ben shouted this time, visibly startling her with how loud he'd gotten. The teen then took a breath before continuing, "I REALLY don't want to talk about this right now."

Nemuri was quiet for a few moments which made Ben look at the ground, ashamed that he raised his voice to someone who had done so much for him. He shouldn't be talking to her like that; after all, she was letting him live rent-free and after revealing so much about his background, Nemuri was the last person he should be getting mad at or even yelling at.

"Nemuri, I'm sorry I yelled at you," apologized Ben solemnly. "It's just…"

Ben paused when he felt a soft hand rest itself on his cheek and raise his head so that his line of sight was in line with Nemuri's. The teen's first thought of what he would see was of an angry expression for yelling at her. Instead, he saw a look of genuine concern and worry.

"Ben," Nemuri began softly, her previous firm tone gone and replaced by a tender and caring one. "I'm sorry if I seem pushy right now. What happened between you and Vilgax is clearly very personal to you. But... avoiding talking about it won't help you. I know from some experience that it can often make things a lot worse. So please, tell me what happened so that I can help you."

The teen was silent for a few moments before he relented with a sigh. "Alright, I'll tell you what happened."

Nemuri nodded as she and Ben went to go sit down on Ben's bed. The two were silent for a few moments before Ben decided to begin his tale.

"A few months ago," the teen started, his tone of voice solemn, "Vilgax launched an attack on Bellwood, my hometown on my Earth..."

Surrounding Ben's Earth was Vilgax's fleet, composed of hundreds of smaller ships. In the middle of it all sat the Conqueror's flagship: the Chimerian Hammer. Sitting in the control room, Vilgax watched as his fleet closed in on the home planet of his greatest foe.

"Because I had beaten him so many times before and costing him his goal of conquering the universe, Vilgax wanted payback big-time. But unlike the other times he attacked, this time he decided to go with a DIFFERENT approach."

Vilgax pressed some buttons on his chair and watched as his drone forces descended to Earth. Immediately, they headed right for Bellwood and began attacking pretty much anything and everything that moved or wasn't Vilgax. Vilgax smirked cruelly as he watched the drones decimate the puny defenses sent against him.

"If he couldn't fight and beat ME directly… then he would take it out on everyone else."

It was then however that several of his drone ships were destroyed. Frowning, Vilgax directed his attention to the cause and saw several new ships heading to intercept his forces, both on the ground and in the air. The ships were colored black and white with hints of green. The ships were about the size of a small building, roughly the same as Nemuri's own home. On the ground, there were multiple vehicles bearing the same color scheme engaging Vilgax's drone forces. Basically, an all-out war had erupted in Bellwood. In the thick of it was Ben, Gwen, and Kevin. Ben transformed into Lodestar and used his magnetic powers to take the drones apart with ease.

"To try and stop the invasion, the Plumbers- an Intergalactic Police Force- helped defend the Earth while Gwen, Kevin, and I went to go stop Vilgax. My girlfriend, Julie Yamamoto, came with us to help."

To Ben's right, a line of drones was shot to pieces before a green and black ship zipped by and continued to perform sweeping runs and take out the drones that it could. It was much smaller than the RBIII and far more blocky but it possessed tons of weapons that hung from its wings. It also had a single barrel attached to the chin while rocket launchers were attached to the rectangular engines and a rear-facing triple-barrel turret as well. From the ground, Lodestar looked up at the smaller ship and saw Julie seated in the cockpit. She gave him a friendly wave and a nod, letting him know that she was alright. Lodestar returned the wave with a claw before directing his attention back to the drones attacking.

"At first, I was against the idea of her coming because we would probably be fighting Vilgax, but Julie insisted on coming and said she could protect herself. Plus, she reminded me she had Ship to help her."

"Ship?" interrupted Nemuri in an inquiring tone.

"Oh, that's right. I never did tell you about Ship, did I?" realized Ben with a short chuckle, scratching the side of his head. "Remember Malware, who is basically a MUTANT version of the Galvanic Mechamorphs?

"Yes, you and Paradox described them a little when telling me about Malware," Nemuri said with a nod.

"Well, I don't think I told you this but normal Mechamorphs have the ability to basically combine with any kind of technology and upgrade it or form their own pieces of tech from their bodies."

Nemuri's eyes widened. "Wow. I know some Support Item makers who would be pretty interested in that."

Ben nodded. "Well you see, Ship is kinda like a dog, but way cooler. One thing that he can do that I haven't seen anywhere else is that he can transform into any technology he's combined with at one point. Plus, he can also turn into a suit of armor with tons of weapons. Whenever Julie needed it, she used the suit to give herself an edge. Because of this, I agreed to let her come. She managed to take out a lot of drones with us that day.

"Julie sounds like a very brave girl," noted Nemuri in an admiring tone.

"Yeah, she really was," agreed Ben, though his tone was noticeably sad. After a moment, Ben continued his story.

"So with Julie and Ship, we agreed to meet up at the airport before we headed off to stop Vilgax and put an end to his invasion for good."

The Rustbucket III was waiting at what looked like Bellwood's airport with Ben, Gwen, and Kevin waiting near the boarding ramp for their fourth and fifth members to join them. After a minute, Julie arrived with Ship. Ship landed next to the Plumber craft, allowing Julie to exit before the Galvanic Mechamorph shrank down to his original size. Just as Julie made her way over to Ben, however, four small columns of blue energy suddenly appeared just to the right of the group. As the light faded, four figures appeared.

"But I guess Vilgax knew we would be coming for him. So he sent Psyphon, SixSix, Seven, and EightEight to try and stop us."

The figures were indeed Psyphon, SixSix, SevenSeven, and EightEight. The servant and mercenaries prepared their weapons while the heroes did the same; Gwen charged up her Mana, Kevin absorbed some of the RBIII green hulls, Ship morphed into a battlesuit of Julie, and Ben transformed into Humungousaur, letting out a roar.

"Wait, who are these people? I don't remember mentioning any of those names," Nemuri asked.

Ben's eyes widened in realization and sighed. "Right, sorry. Well, Psyphon is Vilgax's, right-hand man. At least that's what he likes to CALL himself, but he's more like his lackey," explained Ben, recalling what the servant of Vilgax was like before moving onto the others. "While Psyphon does work for Vilax, SixSix, SevenSeven and EightEight are all bounty hunters and were hired by him to help in the invasion. and mercenaries for hire."

"I see," Nemuri nodded. "So you fought these lackies of Vilgax and undoubtedly beat them. Then what happened?"

Ben took a breath as he knew he was getting to a difficult part of the story.

A few moments later, Psyphon, SixSix, SevenSeven, and EightEight were defeated by the heroes, though portions of the airport had been damaged with some planes even being damaged themselves. Ultimately, Vilgax's biggest heavy hitters had been beaten. The group of five was about to head aboard the Rustbucket III and confront Vilgax when the Omnitrix started flashing.

"We'd managed to beat them and were about to go after Vilgax when the big guy himself suddenly pulled out his forces and left the Earth. We knew Vilgax didn't like to lose and would more than likely cut off any efforts that would be worth more than what he could get. However, we knew him well enough to know Vilgax isn't one to run from a fight... not without a reason."

A hologram appeared at the center of the pad. It was Cooper by the appearance of the hologram. At first, Ben was confused when his friend told them about how Vilgax all of a sudden pulled out. However, as the conversation continued, Cooper's expression turned somber as he got to the main reason he was informing Ben of all this.

"It was when one of my friends, Cooper Daniels, called me, telling me that Grandpa Max had fought Vilgax... and ended up losing his right arm."

Midnight's hands covered her mouth as she gasped, her eyes opening wide. "Oh, God."

"But that wasn't the main reason he called me."

What Cooper told Ben next caused the teen's eyes to go wide with shock, horror, and disbelief. Before any of his team could stop him, Ben activated the Omnitrix, transformed into XLR8, and took off away from the airport, making a beeline for his home. Heading there as fast as possible, Ben arrived at his home only to see the entire building was destroyed, fire and smoke rising up while Plumber personnel surrounded the premises.

"The main reason was to tell me my parents had been attacked in their own home."

Ben turned back to his human form and made an unsteady dash right towards the middle of the structure. Unfortunately, before he could get much closer, a human woman wearing what looked like a red version of the Plumber's uniform held him back. She managed to keep Ben from getting any further, but not before the teen saw what appeared to be two bodies on the ground with white bloodstained sheets draped over them. The Plumber kept Ben back until he fell down onto one knee just as Gwen, Kevin, and Julie arrived via Kevin's car.

"My mom and dad had been killed by Vilgax," said Ben, his voice soft as he looked down at the floor, fighting back some tears that were threatening to spill out. He looked up and saw Nemuri's eyes widen even more. "But that wasn't the end of it."

"What do you mean?" asked Nemuri in confusion. "Was the attack on your hometown, not Vilgax's plan?"

"No. It wasn't Vilgax's MAIN plan," the teen shook his head.

On a distant planet, Vilgax approached what looked like a massive containment chamber, stopping just in front of it as he held his hands behind his back. A sinister grin spread across his green face.

"The attack was meant to DISTRACT the Plumbers and me from his REAL goal of getting his revenge. After checking certain logs from the droids we found that on another planet, there was something Vilgax was planning to use against me in order to take the Omnitrix. At the time, we didn't know what it was. Though we had a feeling Psyphon knew, so we... interrogated him."

Inside an interrogation room, Psyphon was backed up into a corner, a look of pure horror on his face. Ben had transformed into TOEPICK and Psyphon's entire body had turned pale white in fright. Screams of terror erupted from him as he stared into the face of Ben's scariest and most terrifying transformation. Outside the room, Julie, Gwen, and Kevin listened in on the screams from Vilgax's right hand, exchanging concerned looks.

"Wait. So you actually have a transformation that can induce THAT much fear into someone!?" Nemuri exclaimed, no doubt shocked to hear that bit of information.

"Yeah," Ben said, shivering a little. "Toepick's honestly one of my least favorite aliens of all of them, and not just because his horrifying looks make even ME uncomfortable, but I figured that if anything could get Psyphon to squeal on his boss, it would be facing fear itself essentially" He then looked down ashamed. "I admit, it wasn't one of my proudest moments. At the time though, I didn't really care. After what had happened to my parents and Grandpa Max I just wanted to get to Vilgax as soon as possible and tear him limb from limb."

Nemuri reached out and gently rubbed Ben's back. He looked up to see her give him an understanding smile. "Trust me, Ben. You wouldn't be the first hero in the business to let their emotions get the better of them after they've lost someone they love, platonic, familial, or otherwise to a Villain."

Ben stared at her a bit. "Did that happen to you? Like with that friend you said you kind of liked MORE than a friend?"

Nemuri's eyes widened and she paused in her rubbing before withdrawing her hand and holding it to her chest. She then stared down at herself and Ben wondered if he'd said the wrong thing before looking back at Ben with a rather sad smile. "I figured you would have put two and two together, Ben. However, if you don't mind, we can talk about that later. Right now, this is about YOU and what YOU'VE went through."

Ben looked like he wanted to argue, but nodded. "Right, sorry Nemuri. So anyway, after some… persuasion, Psyphon told us what Vilgax was going to get to take the Omnitrix, as well as where it would be."

The Rustbucket III soon approached the planet where Vilgax was getting what it was he needed to defeat Ben. Everyone's eyes widened in shock as they recognized it. It was the same planet where Ultimos of the Galactic Enforcers had been defeated: T-K.

"A few more of our friends- Helen, Manny, and Alan- a bunch of Plumbers who were also alien-human hybrids- also decided to come and help us put a stop to Vilgax."

Aboard the RB III were Ben, Julie, Gwen, Kevin, and Ship. And along with them were Helen Wheels, Manny Armstrong, and Alan Albright, all of whom were there of their own free will. The Plumber trainees had heard about what Vilgax had done and we're more than willing to aid Ben in stopping the tyrant. The RB III descended towards the planet, where it was obvious things had not improved since Vilgax had taken over a while ago. Many of the buildings and structures on the planet were still crumbling to pieces.

"After finding out where Vilgax was, we headed in to stop him. Unfortunately, we were too late. Vilgax got what he needed."

"And… what WAS it he needed?" asked Nemuri curiously.

"Turns out, Vilgax was able to get his hands on a Dwarf Star."

The seven heroes entered the chamber where Vilgax was located just in time to see him holding the Dwarf Star in his claws. Before any of them could do anything, he placed the small orb in the center of his golden gauntlet, replacing the gem that had previously been there. A surge of energy swept across the intergalactic warlord's body before a golden halo surrounded him.

Ben took a breath before continuing. "With that star, Vilgax went from being already hard to deal with…"

Vilgax raised both his arms up into the air, his forearms glowing brighter with golden yellow energy before he brought them down onto the floor. From where he struck, a massive explosion erupted! Gwen barely managed to throw up a Mana shield to protect everyone as a massive flash enveloped them. From outside, the building they were in completely exploded, sending fire and debris everywhere. As the dust settled, all that was left was Gwen's shield (which disappeared a second after) and Vilgax himself. The heroes just watched in terrified awe at the destruction around them before turning back to Vilgax who gave them a sadistic grin.

"...to being nearly unstoppable."

"My God," breathed Nemuri. Ben nodded, remembering that battle all too well.

"One by one, Vilgax took down my entire team." Flashes of memories of how it all went down then went through Ben's mind:

Vilgax punched Alan in his Pyronite form sending him flying into debris and knocking him out cold and reverting him back.

"Alan was the first."

Helen let out a scream of agony as Vilgax stomped down onto her leg, crushing the bones within while he held Manny by the throat. With an annoyed snort, he used the Tetramand hybrid as a makeshift club and batted both Manny and Helen away, sending them both into a pile of rubble.

"Helen and Manny? They didn't last any longer."

Julie, with Ship in his battlesuit form flew in, guns blazing. Numerous blasts hit Vilgax but they did little to phase him. Then in flash, Vilgax lashed out his hand, grabbing Julie/Ship's right shoulder and tearing the left arm off.

"Ship got hurt pretty bad and was out of the fight for a while, meaning so was Julie. Thankfully, Vilgax was preoccupied, so he didn't see Kevin come in covered in Taydenite, probably one of the hardest things ever. It could make diamonds look like wet paper."

"So he had an armor of the stuff?" Nemuri questioned.

"Actually no," Ben said. "See, Kevin is part Osmosian, an alien species that can assimilate and copy the properties of any material, be it metal, wood, plastic, you name it. He managed to get a few good hits in."

Kevin slammed his fist into Vilgax's face, causing him to drop Julie, who flew away to allow Ship a chance to recover. Vilgax then turned to his attacker and narrowed his eyes murderously.

"But even having the properties of that stuff made little difference to Vilgax."

Vilgax then began punching Kevin- now into the ground- rapidly. Cracks crisscrossed his entire body as the squid man pummeled the former sociopath, each punch shaking the area they were in.

"Just as he was probably about to land the killing blow, Gwen managed to stop him, but..."

The conqueror then brought down both his fists, cracking the shield before lifting them up and bringing them down again. Each blow cracked Gwen's shield further and further before one last blow caused it to shatter, the breaking causing Gwen to lose consciousness and be knocked out.

"Gwen was the last to go down, leaving me all alone to fight Vilgax," Ben finished listing. He then grimaced. "Which was difficult enough without him being boosted by that Dwarf Star."

A flash then occurred and Humungosaur had transformed into Ultimate Humungousaur. Large spikes and blue armor similar looking to an Ankylosaur erupted from his chest and back as his skin turned camo green, his tail grew a mace and silver barrels grew on his knuckles. The evolved alien threw a punch at Vilgax, but the warlord caught the punch with his right hand before retaliating with a punch to the Ultimate Humungosaur's stomach, causing the Vaxasaurian to cough up some blood.

"So with the star, Vilgax was stronger than some of my heaviest hitters," Ben sighed.

"You're joking," Nemuri whispered. "You mean you have things even tougher than that fire guy from when we first met? Or the two from the electric Villain battle? I mean, I know you apparently have, like, a million or so, but he was stronger than some of THOSE?"

"Yeah, and it got worse from there."

Pulling his fist back, Vilgax landed a few more punches to Ultimate Humungosaur's stomach before slugging the transformed teen across the face. He then threw a right hook, causing Ultimate Humungosaur's head to snap back and make him spin around on his feet until he landed on his stomach. Ultimate Humungosaur's body flashed green, turning back into base Humungoursaur before flashing again and Ben turned back to his human form, unconscious.

"A feature of the Omnitrix is that if I'm knocked out, it would return me to my human form. After one particularly nasty hit, I was knocked unconscious for a moment."

Vilgax approached the downed teen from behind before stooping down and plucking Ben off the ground in his left hand. A cruel grin on his face as he looked at his foe, beaten and at his mercy.

"Before he could do anything, Julie attacked Vilgax from the side."

An image of Julie with Ship (having now repaired himself enough to attack Vilgax) came flying in. Her left hand turned into a cannon that shot Vilgax in the face, causing the warlord to grunt in discomfort at the sudden brightness. While he was regaining himself, Julie grabbed Ben by his right arm and pulled him away at the same time as she let lose another shot that hit the disoriented Vilgax again in the face.

"Getting him by surprise in order to get a few good hits in like Kevin, Julie was able to get him to lose his grip on me for a moment. Unfortunately, Vilgax's grip hadn't loosened entirely."

Despite his loosened grip, Vilgax's claws still dug into Ben's skin. As a result, it shredded his shirt and tore into his skin. This caused Ben to cry out in pain as Julie pulled him away from Vilgax, taking him into her arms. An expression of regret and pain swept across her face as she saw the injury she'd inadvertently caused. She then set Ben gently down and smiled sadly at him, gingerly touching his face. Ben then opened his eyes and the blurriness faded to see Julie's face.

"The pain was enough to wake me up, but if I'm being honest, I REALLY wished I hadn't."

Ben regained consciousness slowly and was still getting his bearings, but he was aware enough to see Vilgax return the favor for the surprise attack to Julie by ramming his shoulder into her side and bashing her away from Ben before pressing his attack.

A terrible feeling settled in the pit of Ben's stomach. He didn't want to continue and relive the memory. Nemuri must have noticed because she once again placed a hand on Ben's back, "It's okay, Ben. You don't have to go on if you don't want to. I can already guess what-"

"No," Ben interrupted. "I need to do this, Nemuri. I haven't really told this or talked about this since it happened with anyone except my friends and family. It's gotta come out." He took a deep breath to steady himself before continuing. "While I was getting my senses back, I watched as Vilgax fought Julie and Ship, Vilgax beating them pretty badly."

Holding his wounded chest, Ben watched, practically helpless, as Vilgax landed blow after blow onto Julie, breaking the armor so much that Ship barely had time to repair it. Grabbing the mechanical suit by the chest, he raised his left gauntlet and fired a point blank blast right at Julie's stomach, causing her to tumble back before coming to a stop just in front of Ben who was still pulling himself together. In a desperate defense attempt, Ship formed two cannons with both arms and fired them both at Vilgax, who blocked the attack effortlessly with his gauntlet's energy shield. All the while the beaten and injured heroes struggled to get to their feet to aid Julie, with even the hybrid trio starting to stir at last. Getting into arm's length, Vilgax backhanded both cannons away, the impact breaking them both while also smashing Julie's helmet. Using what little of himself remained, Ship redirected more of himself to Julie's arms and formed some gauntlets, prompting the tennis pro to try and punch Vilgax. Unfortunately, the warlord caught the right gauntlet in his hand.

"I guess Ship was afraid of Julie getting hurt, so he created a blade to try and stab Vilgax, to make him stop. But… it ended up doing the opposite."

The left-arm then formed a blade which Ship tried to use and stab Vilgax with it, but the galactic warlord caught the blade.

The bearer of the Omnitrix took a shaky breath before revealing what happened next. "Vilgax caught the blade in his hand before he snapped it off and… and stabbed Julie in the back and through her heart."

Ben watched as Vilgax yanked the sword off of the armor so hard Julie fell down onto her stomach, facing Ben. The monstrous villain then flipped the broken blade around in his hand and thrust it clean through her back, the tip bursting out the center of her CHEST! A look of complete disbelief and complete shot across Ben's face as some blood splattered across it.

Nemuri let out a shocked and horrified gasp, her eyes widening significantly. Tears welled up in her eyes as Ben then stared at the floor, closing his own eyes while failing to prevent his own tears from falling. "I watched Vilgax stab Julie right in front of me and I had to watch as she and Ship die," he stated in a shaky voice.

Vilgax ripped the blade out before lazily tossing both Ship and Julie aside. The two collapsed to the ground right in front of Ben with Ship melting off Julie. scrambled over to his girlfriend and, ignoring his injuries, cradled her in his arms. The fight had taken its toll on Ship as well as the Galvanic Mechamorph lost his green glow and became nothing more than a black tar-like liquid. Tears streamed down Ben's face as Julie took her final breaths, choking out a few whispered words before dying.

Neither Ben nor Nemuri said anything for a few seconds, but after taking a second to compose himself, Ben continued from there, "It wasn't over; Vilgax still had the Dwarf Star and was still a threat. But if I'm being honest, I really didn't care about that anymore."

Ben then laid Julie down on the ground, a shadow covering his eyes before he activated the Omnitrix again and was once again consumed in a bright flash. The flash caused Vilgax to shield his eyes for a second as this one was much brighter than others. When the flash faded, Vilgax didn't have a chance to react to the fist that struck him right in the center of his chest. The blow sent Vilgax flying into the air and landing hard on his back. Steadying himself, Vilgax looked down at what it was that struck him. Standing where Ben had previously been was a new transformation; a robotic humanoid that was the same size as Vilgax with a green and white body. Its arms had large cylinders near the wrists that churned with green energy inside. That very same emerald energy could be seen inside the tip of its pointed head and the large Omnitrix symbol on its broad chest. The Omnitrix dial was positioned on a green and white belt. Its eyes blazed with power and fury as this transformation's focus was locked completely onto Vilgax.

"All I cared about was making Vilgax pay for what he did to Julie. So, using whatever power was left in the Omnitrix, I fought him using one of my strongest transformations, Atomix."

Atomix took off right at Vilgax, rockets erupting from his feet and blasting the alien right at his foe. Vilgax jumped up to meet Atomix's charge and the two foes collided with each other in a burst of energy.

"But he STILL had too much power."

After one impact with each other, Atomix and Vilgax slid away from each other, their surroundings even more destroyed than before. Vilgax breathing hard from exertion with Atomix doing the same, the two enemies glaring balefully at each other.

"Near the end of our fight, Gwen, who'd regained consciousness, reminded me of a transformation I had that could possibly defeat Vilgax by turning the power of the dwarf star on him."

"Wait, there was ACTUALLY a form that was able to do that!?" Nemuri asked, shocked.

Ben nodded then let out a weak chuckle. "Though it wasn't quite what you'd think."

Slapping the Omnitrix dial, Ben transformed into Upchuck. Vilgax stared for a moment at Ben's choice and then arrogantly laughed, obviously thinking that Ben had made a mistake in his pick as he used to. However, this was what Ben had hoped for. Upchuck then jumped up and closed the distance between him and his foe before getting close enough to allow three tendril-like tongues to burst out of his mouth and wrap around Vilgax's left hand. Vilgax was disgusted and attempted to pull him off, which once again distracted him from Upchuck's actions: two of the tongues wrapped around the star and pulled it off the gauntlet and into Upchuck's MOUTH!

"You're joking," Nemuri deadpanned. "That's how you managed to beat him? By EATING the star!?

"Not just that. Remember what Gwen had said? About using the star's power against him? Well, that's what's so cool about Upchuck, anything eaten by him is able to be converted into these explosive balls of liquids. I call them 'loogies,'" Ben explained, catching Nemuri's slight grimace. "Yeah, I was ten when I first got him and I admit it was pretty immature. But anyway, the amount of explosive force admitted by these things all depends on the chemical composition and overall size of what Upchuck ate to create them."

"But with a dwarf star, that's…" Nemuri trailed off as the implications set in. "Oh my god."

"Yep," Ben said, an almost evil smile appearing on his face. "I turned the entire energy of the star RIGHT into Vilgax's ugly mug."

Upchuck's stomach glowed brightly for a moment as he swallowed the star. Vilgax, outraged at the loss of power, blindly charged right at the alien. Before he could get too close, however, Upchuck unleashed the energy all at once with a humongous belch, creating a massive beam that blasted right into Vilgax! The conqueror feebly tried to protect himself with his arms but it was no use. With a scream of fury and something almost along to fright, the unleashed energy engulfed him. After a few seconds, the blast began to fade and then disappeared altogether, leaving a massive dust cloud. From the cloud, a trench in the ground was seen with a single figure lying in the dirt: Vilgax, barely standing, covered in injuries, his armor damaged beyond recognition. Vilgax struggled to get up before he fell to his knees, then onto his chest, completely out cold. Shortly afterward, Upchuck collapsed from exhaustion, turning back into Ben as the teen shakily picked himself up. He then glowered hatefully at the villain before going over to aid his comrades.

"Amazing," Nemuri said, her eyes wide with surprise and very impressed. "You were actually able to beat someone as powerful as that."

"Yeah. I was able to beat Vilgax," Ben nodded, an annoyed and angered look then appearing on his face. "For all the good THAT did."

Nemuri's face then changed from impressed to confused. "I'm… I'm sorry?" the Heroine inquired, raising an eyebrow at Ben's remark. "What do you mean? You said you beat him, right? That means he would be arrested and sent to prison or something, right?"

"And I did," replied the teen a bit sharply before taking a second to go into further detail. "I DID beat him. That didn't mean I could ARREST him."

"W-What?! I don't understand!" said Nemuri, her confused frown deepening and obviously trying to make sense of what Ben was saying. "Vilgax attacked the Earth, destroyed your hometown, AND killed your parents and Julie in cold blood! Why WOULDN'T the Plumbers arrest him?!"

"They COULDN'T because he wasn't in their jurisdiction anymore," explained Ben bitterly.

"Not in their juris-," repeated Nemuri before she paused and began putting the pieces together. "You mean..."

"The planet I fought Vilgax wasn't in THEIR authority, it was within VILGAX'S authority," answered the teen.

"So… what exactly does that mean?" Nemuri questioned.

"See, back when I still had the prototype Omnitrix, Vilgax came up with a plan to take it legally by way of the Conqueror's Challenge." Nemuri quirked an eyebrow at that, so Ben continued. "Basically, if an alien race wants to conquer another planet, but doesn't want to engage in open war, the greatest champion of the attacking race fights the greatest champion of the race under attack. If the attacking champion wins, he or she becomes the ruler of that planet, but if the defending champion wins, the loser is banished from that planet, which was attacked, forever." He then grimaced. "Vilgax used this challenge in the past to attack ten different planets and defeat the champions of each, taking control of that planet and taking the champions' power for himself. The planet we had fought Vilgax on was actually one of the planets where HE won the challenge. So it was technically HIS territory."

"Even so, he attacked the Earth and killed MULTIPLE people!" protested Nemuri. "Surely that would be enough cause for an arrest! There have to be laws even in space about that!"

"For normal people, yeah, but Vilgax isn't normal and he isn't just a criminal."

"W-what?"

Ben sighed angrily. "He's actually the leader of his people, the Chimera Sui Generis of the planet Vilgaxia, and yes that IS the planet's name. What'd you expect from a guy like that?" He said this in response to a surprising grimace from Nemuri, no doubt shocked that Vilgax's own planet was named after him. "Plus, he's the ruler of multiple other planets thanks to winning the Conqueror's Challenge," continued Ben. "Since he's the leader of a legit government, no matter how terrible he is, the Plumber's still wouldn't be able to arrest him, even if he WAS within their jurisdiction, because of Personal and Functional Immunity. Before he conquered his planet, maybe, but not now and especially with all those planets under his thumb that would be left without a ruler. All they could really do was investigate him, despite so much evidence against him."

Nemuri shook her head, disbelief written all over her face. It was obvious to Ben that she wasn't used to things like that happening in her world. The Villains here more often than not probably didn't get off free without some form of punishment. For one to get away like that was no doubt unthinkable.

Ben took a deep breath before he looked at Nemuri again, his eyes now a bit red while tears streaked down his face. "So there you have it. I was able to beat Vilgax, but I couldn't make him answer for slicing off my grandfather's right arm, killing my mom and dad in cold blood, and making me watch him kill the girl I loved."

Looking away again, Ben returned his attention back to the floor, looking at it solemnly, "And there you have it. That's how I got the scars you saw," said the teen in a remorseful tone. "I'm sorry I didn't tell you the full truth, and I'm sorry I yelled at you earlier. It's just..."

Ben trailed off from his sentence when he felt Nemuri silently reach over, wrap her arms around him, pulling him into a gentle hug with his head resting just below her chin. At first, his face heated up, remembering what she was wearing, but that feeling faded away as the hug felt different. Less flirty and more compassionate. Soft. Almost... motherly. If Ben were being honest, it almost felt like the hugs his own mom had given him as a kid.

"You don't have to apologize, Ben," assured Nemuri softly, lightly rubbing his back as she held him close, a few of her own tears falling from her eyes. "I'm so sorry for making you bring back those memories. What happened to you shouldn't have happened for ANYONE, especially someone as kind as you."

A moment before he'd been hugged, Ben had sort of expected his hostess to get mad at him for not telling her sooner, for not trusting her with what truly happened after already revealing so much to her about his past. But, Ben was glad he was wrong and still a bit ashamed that he yelled at her when it was clear her prodding was out of genuine care and worry for his well-being. Smiling softly, Ben returned the hug, a few more tears fell from his eyes as he did so.

"Thanks, Nemuri," replied the teen. For a few moments, the two remained where they were, just holding and hugging each other. Eventually, though, Ben broke the hug and reached up with his hand to brush away some of the tears from his eyes.

"Sorry again for unloading all that onto you," said Ben.

"You don't have to keep apologizing, Ben," assured Nemuri with a soft chuckle, reaching up to ruffle Ben's hair fondly (leading to Ben grudgingly trying to pay it down again) before frowning. "What happened to your family, Julie… it was private and a very sensitive topic for you. I'm sorry for pressuring you into telling me. It's just... when I saw your scars, I just wanted to do something to help you, but couldn't without knowing."

"Yeah, I get it," nodded the Bearer of the Omnitrix, understanding the feeling of wanting to help someone with something but knowing what it might be is clearly very sensitive or a difficult topic. That feeling of helplessness was not something he enjoyed, and clearly neither did Nemuri. "I know the feeling."

Nemuri then looked at him. "Did you… have nightmares? I know a few Heroes who have had things like that happen after the death of a loved one or ally in the line of duty."

Ben sighed. "To be honest, yeah I did. I could barely get any sleep at all the next few months. They were awful to be sure. Plus, it didn't help that Julie's parents downright hated my guts from that day on. Thankfully they started fading. Though once in a while, I'll get repeats."

Nemuri nodded sadly. "It was the same with the guy I cared about too. As you guessed, he DIDN'T just drift away from me as I said. He died in a Villain attack." She sniffed a little but seemed to pull herself together before continuing. "I… I had many nightmares for weeks after that. Some were so horrible… well, let's just say I had to go to therapy for about half a year after. Even when they went away, some things can set them off. Mostly on the anniversary of when I see something that reminds me of him too much. It's like that with a lot of people."

Ben nodded. "Yeah." He then smiled at her and put a hand on her arm "And listen, what you did for me applies to you too. If YOU ever need to talk about something like this with me, you only need to ask."

Nemuri smiled sadly at him. "Thanks, Ben," she said. "Though right now, as I said, this is about you. I'll tell you stuff about what happened eventually, I promise. But like I said, right now, this is about you."

Ben nodded. "I understand, Nemuri. Unlike with me, the things in your past don't really need to be brought out right now. Tell me when you feel like it."

Nemuri then smiled again. "Thank you, Ben. And for what it's worth? I think what Julie did was very brave, protecting the one she loved like that. In this world, she would no doubt receive a Hero's burial with the full works." The former Pro Heroine stated with earnestness.

"She really was," nodded Ben as he glanced down for a moment, remembering some of the good times he had with Julie. He then looked up at Nemuri. "In a way, I have to thank you. For so long I've been mostly pushing down a lot of memories of Julie, both bad AND good, mainly to keep from feeling empty inside. Now, I realize that probably wasn't right. I need to embrace the memories. Julie wouldn't want me to live like that."

Nemuri smiled and gave him another hug. As the two pulled away, she smiled softly. "I think it might be time for us to get some sleep," said Nemuri after a moment.

"Guess that means the bathing lesson will have to wait?" inquired Ben.

"For the time being," replied the Pro Heroine with a smile. "After everything that has happened, I'm pretty certain you could use some time to yourself. So I'll be taking a bath on my own."

"Okay," nodded Ben, glad that Nemuri was giving him some space. However, the Pro Heroine then turned around and gave a smug smile.

"But, don't think you're getting out of it though. After all, if you ARE going to be staying in Japan for the foreseeable future, you'll still need to learn the customs, including the baths. Thankfully you have the suit I got you for that."

Ben's face heated up a little at that statement and turned his attention over to the 'bathing suit' Nemuri had bought him. If one could call it that. It turned out the suit Nemuri had gotten for him was a SPEEDO if Ben remembered the name correctly. Honestly, he couldn't understand why she decided on that suit, but at the same time, he could kind of see how he should have expected something like this, based on her Pro Heroine costume.

"Yay," Ben said drolly. "Yeah, I never got to thank you for that. Thanks a MILLION!" He said this sarcastically, but either Nemuri was blind to it or merely knew how he felt about it and chose to ignore it. The latter most likely.

In any case, Nemuri merely chuckled, as she leaned over once more and gave Ben one more hug, resting his head beneath her chin. "I'm glad you're okay now, Ben."

"So am I," he answered as he returned the hug for a moment before the two let go and Nemuri got up to head to her bath. Stopping in the doorway, she looked back at Ben.

"Good night," said the Pro Heroine, giving Ben a caring smile. "See you in the morning."

"Night, Nemuri," replied Ben with a smile of his own. Nemuri nodded and closed the door behind her as she headed off.

When she left, Ben sighed and decided that it was about time for him to get ready for bed. After all that had happened today- fighting a villain, nearly being arrested, Paradox and him telling Nemuri about who he was and where he is from, and of course telling Nemuri about the fate of his family and his girlfriend at the hands of his worst enemy- Ben felt like he could sleep for a WEEK. However, as he began getting into the pajama clothes Nemuri had bought him, his mind wandered back to his and Nemuri's conversation. Before telling Nemuri about his family and Julie, the Pro Heroine told Ben that there were some things that she still wanted to speak to him about. Though after all this, he suspected whatever it was wouldn't be discussed until tomorrow once she and Ben had both rested up a bit. Though Ben had a slight feeling he knew what those things were.

"Oh well. We can talk about it in the morning, I guess," yawned Ben as he stripped himself of his clothing and got under the sheets, ready to get a good night's sleep.

---

The Next Day…

The next morning, Nemuri woke up very refreshed thanks to the bath she took the other night. She then got up out of bed and got dressed. Putting on a cream-colored sweater, her usual red-rimmed glasses with the top rims missing and some black shorts, she eventually went down and was soon sitting on her sofa, sipping a cup of morning coffee. However, she hadn't really been drinking her beverage much. Mostly because her mind was elsewhere- specifically, about what happened last night between her and Ben.

While Ben had told her that his family had been killed in an attack from a villain, the reality of the situation was far grimmer than she had originally believed. Losing your parents would no doubt be devastating to anyone, but then having to witness the person you love get killed right in front of you and the one responsible for their death just getting away with it is just heart-wrenching. She could fully understand why Ben was so averse to discussing what had happened to his family and Julie. In a way, it was similar to what had happened to the man she'd grown to love and care for; taken by fate in a Villain attack before she could even reveal her growing feelings for him. However, at least Ben and Julie had managed to get together before the fatal moment. She didn't often like thinking of what had happened but figured that if Ben could do it, maybe she could too. Perhaps she would even try to talk to two of her old friends who knew the man even better than her and just talk sometimes about days past.

However, Nemuri shook her head. She had to put those thoughts aside for now. Now, she had to focus on Ben and what she was going to speak with him about. As though the universe heard her, she heard footsteps approaching. Nemuri turned to see Ben enter the room with a yawn and stretch.

"Morning, Nemuri," greeted Ben as he walked over to the kitchen.

"Morning, Ben," replied the teacher as she set up a bit and gave him her full attention, "How'd you sleep last night?"

"Pretty good actually," he answered as he went over to the fridge and pulled out a container of orange juice.

"Good to hear," said Nemuri as she got up to and sat down at the kitchen table while Ben poured himself some orange juice, and then he went back over to grab some cereal. "Especially given everything that happened yesterday."

"No kidding," chuckled Ben, glancing over his shoulder as he grabbed a box of cornflakes, some milk from the fridge, a bowl, and a spoon before heading over to join her. "I mean, fighting not one, but TWO villains in less than two days if being here? I gotta say, that's a record even for me."

Nemuri chuckled, "Such is the life of a Hero. Barely get a moment's peace."

"That is SO true," agreed Ben with a laugh of his own. He then poured cereal into the bowl before adding the milk.

Nemuri then frowned a bit though. "It is, but that's not exactly what I mean," admitted the Pro Heroine, causing Ben to look up at her. No doubt he saw the concerned expression on her face as his own expression fell a bit.

Ben sighed as he pushed his cereal around in the milk in the bowl. "Last night's conversation DID take a bit out of me," he admitted, looking down at the bowl for a second before giving Nemuri a reassuring grin. "But it's alright. I'm fine now, really."

"I know," said Nemuri. "But still, it must not have been easy to talk about."

"It wasn't," confirmed Ben with a shake of his head. "But talking about it might have helped a bit."

"How so?" inquired the Pro Heroine.

"Well," Ben said, "as I said, I hadn't really been talking much about it even with my friends and teammates too much. I had thought that maybe by doing that, I could prevent bringing up the fact that so many of my loved ones were… gone." He said this last bit in a little strained way. Nemuri frowned and was about to speak up before Ben smiled at her. "But as I said, that was dumb and I'm not even sure why I did it. You were right, Nemuri. Not speaking about it would have only made things worse. And also as I said, Julie wouldn't have wanted that for me ever. She'd no doubt be disappointed as would my parents. Now, for the first time in a good long while, I actually feel a little lifted, a little less... heavy now. And I think I could more frequently talk about it without feeling upset."

Nemuri smiled, glad to hear that. She had a feeling there were other things Ben was keeping to himself (such as the reason for his reaction to Malware) but decided that the stuff with Vilgax and Julie and everything was more important now. Plus, she didn't want to push him whenever she'd already made a breakthrough. She'd go at it slowly and one day at a time.

"That's good to hear, Ben," she said, reaching out across the table to pat her hand on top of Ben's, receiving a smile from the teen. She then pulled back and put on a serious face. "However, there IS something else I want to talk about."

"What's that?" asked Ben.

"Well, as we both know, those three foes of yours are on their way here," recalled Nemuri. "Problem is, we just don't know WHEN they'll arrive. Though Paradox DID say that it would be best for you to be ready for when they do."

"That is true," Ben agreed with a nod.

"Not to mention the fact that until they arrive and you manage to defeat them, you're stuck here for an indefinite amount of time."

"That is also true," sighed Ben. "Nemuri, where exactly are you going with this?"

"What I'm saying, Ben, is that I think it might be in your best interest to attend UA High and become a Pro Hero. Not just to allow you to become stronger to defeat Vilgax and the others, but to become better at being a hero in general."

Ben was quiet for a bit and Nemuri was afraid he was going to refuse. Thankfully, he chuckled and smiled at her. "I figured that was what you were wanting to talk about. So you want me to go to UA and get those 'Hero Licenses' that you and the others were talking about yesterday, right?"

Nemuri nodded. "Exactly! With an unknown amount of time, until your foes show up, which could very well be months, even YEARS, it might do you good to take part in the Pro Hero profession."

"Well, I DO have plenty of experience," admitted Ben humorously, causing Nemuri to chuckle. "Plus, the Chief and Yu DID say I'd make a good Pro."

Nemuri then frowned and rolled her eyes at that last statement. "As much as I dislike agreeing with her, Mt. Lady WAS right," she stated before smiling. "You'd make an excellent Pro Hero.

Ben smirked, obviously guessing that agreeing with her blonde frenemy gutted her. He then grew serious after. "Though I'm guessing there's more to what you're saying than that."

"Yes. Quite a bit more," Nemuri said with a nod. "As we both know, you technically don't exist in my world, so getting into U.A. would be extremely difficult and no doubt raises a lot of questions as to how someone with your 'Quirk' was able to enter one of the best Pro Hero academies in the world with no background information of any kind."

Ben nodded himself in agreement. "Yeah, I'd say that WOULD cause some difficulties that we could live without. I'm guessing you have an idea on how to fix that?"

Nemuri smiled as she thought of the idea she was going to tell Ben. "As a matter of fact, I do. I think it would be best for you to get Japanese citizenship."

Ben, who had been eating his cereal at that time, paused upon hearing this and stared at her. "A citizenship?" he asked.

"Yes. See, applying to U.A. requires a background check," explained the Pro Heroine. "Mostly for security reasons. As our story is that you're my ward who came over to be with me after your parents were killed, it only makes sense to make sure you're able to actually legally live here without them having to worry. Plus, it's more convenient."

Ben nodded. "Yeah, I can see the reasoning behind it."

"Not to mention," added Nemuri, her eyes narrowing as a teasing smile appeared on her face, "having citizenship could help you get out of trouble, which I have no doubt you'll get into."

"You're NOT gonna let me live down nearly being arrested, are you?" inquired Ben rhetorically with his own grin.

"Nope. Not for a while anyway," admitted the purplette nonchalantly.

"Kinda figured," answered Ben with an eye roll before he went back to eating. He paused for a moment, then looked up, swallowing his cereal, and asked, "Wait, so how long would it take to get this citizenship? I mean, this world seems to have come a long way in regards to stuff compared to mine, both in terms of technology and society. In my world, we're kinda behind when it comes to the tech I've seen here. So would becoming a citizen take a while like in mine or have things changed to make them faster? In mine, it would take a couple of months to even some years, which would be inconvenient if you want me to attend UA this year."

"Normally it WOULD take some months," said Nemuri. "Unfortunately for us, we haven't changed in that regard." Ben chuckled, then took another bite as she continued to explain. "But as a veteran Pro Heroine, I MIGHT be able to pull some strings and help get your citizenship earlier than normal. However, there's still one other thing we would need to do in order for you to be able to even be able to take the Entrance Exam, much less get into U.A.

"What's that?" asked Ben, raising an eyebrow.

"Well, the background check is rather extensive, which means that it could go beyond checking just general information. Information which you don't have. Plus, the Principal of U.A., Nezu, would know something is up and no doubt look into WHY I'm advocating for you to be admitted into U.A." explained the purplette, causing Ben to frown.

"That is true," he agreed.

"Not to mention that apparently, I've caused quite a stir at the U.S. Department of State due to finding some people who don't exist," she also added, "That would undoubtedly cause problems and a definite kink in any attempt to get you in."

Ben winced at that. "Yeah. So what are we going to do? Those seem like pretty big problems, after all."

Nemuri took a breath before telling her idea. "Well, I had an idea. Nezu is quite intelligent; practically the smartest in all of Japan and one of the smartest ones in the WORLD!"

"Seriously?" Ben said, sounding shocked. "You think he could help us out?."

"I do," nodded Nemuri, "Nezu has many contacts in very high places of government. People who could help in conducting and creating a past for you here. Therefore, with all this in mind, I think it might be best to tell Nezu why you are here and what is coming."

Ben's eyes widened ever so slightly. He then chuckled and shook his head. "I admit you have a point, Nemuri. I should have realized earlier that my not having history would be a big problem." He ate his cereal and drank his juice before continuing, Midnight waiting patiently. "However, there ARE some things I should bring up about this."

"Such as?" she inquired.

"Well, Paradox might not have said it when he was here, but messing with time can have some serious consequences," explained Ben. "See, during Paradox's accident, his lab assistant Hugo was also caught in it too. Only difference is HE was transformed into a kind of time anomaly."

"What does that mean?" asked Nemuri, not quite sure what Ben was getting at.

"Basically, what happened was that when Hugo got caught in the accident, it transformed his body and made it so that whatever he touched had the time around it accelerated. Like, if he held onto something for long enough, he would basically age it into OBLIVION. He was essentially untouchable."

The Pro Heroine's eyes widened slightly at the prospect. "My god," she mused. A being that was completely untouchable and if held in contact for long enough, you'd basically disintegrate. No doubt such a Quirk would be worrisome in this universe. Perhaps even seen as Villainous.

"Paradox showed me, Gwen, and Kevin what would have happened if he wasn't stopped and trust me, it wasn't pretty," added Ben.

"But you DID manage to stop him?" she asked the teen. "I mean, I'm guessing you did since you're still around."

"We did," he answered, earning a sigh of relief from the former Pro Heroine. "We saved him from being caught up in the initial accident and basically changed the timeline from there."

Nemuri nodded in understanding, but there was still one thing she wasn't sure about. "Why are you telling me this, Ben?"

"What I'm trying to say is that messing with time can always have consequences; some good and some bad," explained the bearer of the Omnitrix. "What I'm sort of worried about is if we DO tell him about what's coming, we could be doing a good thing, OR we could be inviting a lot of trouble later on, especially if he wants to tell other Pro Heroes about the incoming bad guys. As I said, these guys are UNBELIEVABLY powerful. Even one of the strongest heroes of my world, Ultimos, failed to defeat Vilgax and he was sort of like the All-Might of the GALAXY in a way! By altering this Nezu, he could tell the other heroes and who KNOWS how many could get killed throwing themselves at a trio of monsters who could most likely utterly destroy a heavy number of them, regardless of Quirks, in mere minutes?"

Nemuri stared in shock at Ben for a moment. Ben hadn't mentioned this 'Ultimos' before, but from how he described him, he was on par with All-Might! And if HE couldn't beat Vilgax-who was apparently the strongest and most brutal of the Terrible Trio- then what chance could any of the heroes in THIS universe stand? Even All-Might HIMSELF!?

After a few seconds, Nemuri sighed. "I can understand why you might be worried about some things, Ben," she admitted, closing her eyes, and bringing her hands together as she stared at him seriously. "But if I know Nezu, and I do, he might agree to keep this a secret from others for the moment."

"You really think so?" asked Ben, raising an eyebrow.

"I do," nodded Nemuri. "If we explain why we want him to keep this secret, then I'm sure he'll follow through on his promise. Though I will warn you he may want to compromise."

After being quiet for a moment, Ben gave his own nod of agreement. "I trust you, Nemuri," he said after a moment. "If you honestly think Nezu would be willing to let me join U.A. AND keep a secret as big as this, then I believe you."

At that, Nemuri smiled as she reached over and patted Ben's hand. "I'm glad, Ben."

Returning the smile, Ben then asked, "So, when do we meet this guy?"

---

A Few Days Later…

Not long after their talk, Ben and Nemuri were standing outside the front entrance into U.A. High School. The Hero training academy was a large H-shaped campus placed on top of a forested hill overlooking Musutafu. There was the main building while further off were several other buildings that Ben wasn't sure what they were.

"So, ready for our meeting, Ben?" inquired Nemuri, glancing over at Ben. Ben took a small moment to appraise her. For this meeting she'd managed to set up with Nezu, she had opted to wear more professional attire, a gray dress jacket, with a lavender dress shirt, a black skirt, tights, and a pair of black high heels. She also had a pair of glasses on. Overall, her choice of clothing was a far cry from her Pro Heroine costume. In her hands, she carried a small business case in her hands which held notes she had gotten from Ben over the previous days that detailed his life story and his abilities, of which there were a lot. They were needed if they were to have Nezu aid in concocting a story for Ben for this world.

"About as ready as I'll ever be," eventually replied Ben, having also decided to wear a more professional look. Originally, he'd wanted to go in his usual clothes. However, Nemuri was having none of it, wanting to make a good first impression. Therefore, she made him wear something different. Ben was currently wearing a dress jacket, a dark green dress shirt underneath, some black slacks, and a pair of formal shoes.

"Good," nodded Nemuri as she then gestured for the teen to follow. "Now, let's not keep Nezu waiting, shall we?"

Following behind the Pro Heroine, Ben stepped through the large blue front gate with a "U" and "A" on it, and entered the school grounds. Aside from the outer facade, it didn't really look any different from a school in the US; just much nicer, especially when they entered the building. There were fairly large hallways and plenty of classrooms. However, Ben did notice something- that was there weren't any students in the classrooms. Or anywhere really.

"Um, where is everybody?" asked Ben.

"Well, I should think that obvious," answered Nemuri, looking back at Ben as she continued to lead him through the school. "Summer vacation started only a few days ago."

"Oh right," Ben nodded. "I remember reading about that. I keep forgetting that Japan has a different summer vacation time than the U.S."

Nemuri chuckled. "That is true. So yes, the school will be mostly empty until summer ends and students come back to take the Entrance Exam."

"And since the break just started, you were able to get a meeting with Nezu a lot easier because he would still be here," surmised Ben.

"Yep," nodded Nemuri as she then guided Ben towards a staircase. "Now come on, we're almost there."

Following after her, Ben trailed behind the teacher as she led him towards the main office. Passing by a few more classrooms and offices before they finally reached what Ben assumed to be the principal's office.

Nemuri then turned to Ben with a slightly apprehensive look. "Now Ben, before we go on, I have to warn you a bit about Nezu."

Ben frowned. "What do you mean by that? I thought you said you didn't think we'd have any real trouble with him."

"That's true. But what I wanted to warn you is that Nezu's not what you might expect him to be."

Ben cocked an eyebrow in confusion. "You've lost me, Nemuri."

The Pro Heroine then sighed. "Maybe it would be best to see for yourself." She then knocked on the door.

From inside, a squeaky voice answers, "Come in."

Grabbing the door handle, Nemuri then opened the door and stepped into the office with Ben close behind. Upon entering the room, Ben's attention quickly landed on what was quite possibly one of the most ODDEST looking creatures he'd ever seen. And that was saying something. Sitting behind a desk, wearing a black double-breasted waistcoat, a red tie, and white dress shirt was what looked like... an animal of some kind. If Ben had to guess, it seemed like whatever this animal was, it appeared to be a combination of multiple animals such as a dog, a mouse, and a bear. One very distinct feature about this creature though was the scar over the right eye.

'Kinda reminds of something Animo would come up with... if Animo was a bit more child friendly or something,' Ben thought to himself. He wondered if perhaps this creature was Nezu's pet. He wouldn't be the first teacher to keep a pet in a classroom, nor a principal either. Some owners even dressed up their pets. Though why let it run loose like this? However, before he could ask this, he was interrupted by Nemuri.

"Ben, this is Nezu," introduced the teacher as she stood to the side and held out her hand to gesture to the creature. "He is the Principal of U.A. who I told you about."

Ben gaped a little at the animal. THIS was Nezu!? No wonder Midnight had warned him that he wasn't what Ben probably expected. She'd most certainly be right. Suddenly, the animal- Nezu- began SPEAKING in the same high-pitched squeaky voice Ben had heard a few seconds ago. "That's right. It's me, Nezu, the one who could be a dog or a mouse or a bear, but more importantly... I'm the principal!"

Ben continued staring for a bit, surprised that it… HE had managed to speak exactly what Ben had been thinking. I wonder if he's also psychic or something. An elbow to the ribs and a rough clearing of the throat from Nemuri brought Ben back to his senses and he quickly attempted to smile like nothing had happened. "It's a pleasure to meet you… sir," he stated.

"Nice to meet you as well, Ben," replied Nezu kindly as he stood up and extended his right hand (or rather, PAW) which Ben took. Ben hesitated a tad before reaching out and grasping it lightly, shaking the appendage.

"I hope you forgive me for seeming a little surprised," Ben said. "Nemuri never said exactly… what you were." He glanced at Midnight, who simply shrugged.

Nezu chuckled. "It's quite alright. Most who don't know about me are often a little shocked. Many see me as the weirdest thing they've ever seen."

"Well actually, you're probably the SIXTH weirdest," Ben said, unaware of what he was flippantly saying before it came out of his mouth.

"BEN!" Nemuri groaned, facepalming in frustration and embarrassment.

Ben, realizing what he'd just said, gasped and his face became one of mortification. "I-I'm so, SO sorry, sir. Honestly! I didn't mean-"

But rather than be mad, Nezu merely started LAUGHING. "It's quite alright, Mr. Tennyson. I understand what you mean. No insult, I assure you." Once he stopped, he then smiled and a more curious look crossed his face. "However, I must say you have me intrigued now. What five other things could possibly be stranger than I?"

Before Ben could comment on that, Nemuri spoke up. "As interesting as that conversation might be, and as pleased and surprised as I am that Ben's comment was so well received..." At that, she glared at Ben who sheepishly grinned and shrugged. "Perhaps we should continue with the reason why we're here."

"Quite right," Nezu agreed before moving back to sit in his unsurprisingly large chair. "I must say, I'm rather curious to get to know you, Ben." As he spoke, Ben sat down in the chair while Nemuri took the seat next to it. "As you know, I am the Principal of U.A. Academy. It is my job to instruct and aid the future heroes of tomorrow. When Nemuri called me yesterday and said she had found a young man whom she thought would make an excellent Pro Hero and wished to speak with me about him, she was a little... light on further details. Naturally, I was a bit curious as to why. All she said was she wished to meet with me and everything would be explained."

"I can get that," replied Ben as he nervously scratched the back of his head, knowing he'd now have to explain everything to Nezu. "See, the reason why she didn't tell you everything about me over the phone is because my story is kinda long, and honestly? A little hard to believe. Nemuri didn't even believe it at first."

"It can't be THAT outlandish," assured Nezu, "Being the Principal of the best Hero training academy in the world, as well as being what I am, I've seen my fair share of oddities. I'm sure your story won't surprise me that much."

"If you say so," answered Ben, with a small and kind of uneasy grin, "You might want to get comfortable. It's, well, it's kind of a long story."

With a smile, Nezu gestured for Ben to begin. Taking a breath in, the teen began with the idea of alternate universes. To make things simple, he used Paradox's explanation of String Theory, which apparently Nezu had heard of before and understood. From there, Ben told the Principal of U.A. that he was actually from one of those universes, backed up by Nemuri who explained how she'd run a background check on Ben and found absolutely nothing about him. No birth certificates, social security information, addresses, nothing.

Ben then went on to explain to Nezu that in his universe, normally, people didn't have any Quirks or superpowers. There was rarely any NATURAL development of abilities or anything like here, and 9 times out of 10, any powers a person might have were the result of a scientific accident or some use of technology. He then went on to explain how he, as a result, didn't actually have a Quirk and that any powers Nemuri told him about were actually the result of the Omnitrix.

When Nezu then asked about the Omnitrix, Ben told him about how he got the device when he was ten years old, what it was for, and what abilities it granted him. Finally, he told Nezu the big explanation about how he ended up in this world, Doctor Hamilton's transwarp engine, the battle with Malware, Albedo, and Vilgax, and the accident that had caused Ben to be sent to this world and how the three villains were supposed to arrive soon after him.

After Ben finished his story, the office was quiet for a few moments as Nezu had closed his eyes, appearing to digest all the information that was revealed to him.

Ben then spoke up. "Sir, I understand that this story may seem unbelievable, but I can assure you that it's all true. If you'll just-"

"Ben," Nezu spoke in a calming tone. "There is no need to worry. I believe you."

At that, Ben and Nemuri stared at him slightly in shock.

"Wait, WHAT!?" Ben exclaimed.

"Not that we're not happy that you believe us because, believe me, I was expecting us to have to resort to some begging and pleading," Nemuri stated, "But HOW can you believe us so easily, sir? I mean, as Ben mentioned, I thought he and Paradox were missing a few screws when they told me!"

"Quite simple, really," Nezu said as he leaned back in his chair. "You see, Ben, I am actually QUITE an anomaly in this world. I am the only recorded animal to ever develop a Quirk. The Quirk of High Spec, which makes me far smarter than most human beings. As a result, I was… tested to see how my Quirk worked."

Ben noticed Nezu tense up as he said this and a small glint like a furious fire blaze in his scarred eye. He then realized what Nezu was saying and was disgusted. "Wait! You mean after you started becoming a genius and talking and all that, they still-!" He was cut off by a look from Nemuri, which told him now wasn't the time or place to bring up the subject, so he simply looked down at his shoes. "I'm… I'm so sorry."

"Quite alright," Nezu stated before taking a deep breath and continuing. "Now, while in my confinement and before my subsequent freeing and given rights thanks to animal rights achievement groups, I spent my spare time in figuring out numerous theories and ideas. One of which was the theory of parallel universes. I studied and worked in secret to figure out how they could exist and eventually I discovered it! I solved the Decoherence Problem!"

"Whoa!" Ben exclaimed.

"Hold on. The Deco-what Problem?" Nemuri asked, looking extremely confused.

"It is a theory which discusses reverting a quantum system back to classical through interactions with the environment which decay and-". Nezu began before Ben quickly held up a hand and politely interrupted. He then turned to Midnight, who was looking even more confused.

"Let's just say it's an important part of figuring out how parallel universes work," he said. "Very few can understand it. Paradox is one of them."

"Ahem, yes, exactly," Nezu stated, seeming a bit embarrassed with his rambling. "Anyway, in addition to discovering the truth about alternate universes, I also came to believe that aliens existed. After all, if alternate universes can exist, why not live on other planets? Or perhaps those beings COME from other dimensions and universes. In your case, it seems to be both, Ben."

"Wow," Ben mused. "You really ARE a complete genius."

"Why thank you," Nezu said proudly. "However, I don't believe I'm as smart as this Azmuth character you mentioned. Creating something like the Omnitrix. It's incredible. I'd certainly love to meet him sometime."

Ben grimaced a little at that statement. "Yeeeah. Let's just say Azmuth's not exactly very 'social,'" he said, using air quotes for the last word. "He's definitely not as bad as he was when he almost let the universe die in an explosion equal to that of the Big Bang."

"WHAT!?" Nemuri exclaimed in shock and horror.

"Partially my fault. Long story. Tell you later," Ben quickly said, trying to calm her. "But still, he's definitely not Mister Sunshine. You may find him a tad… unbearable."

"I'll judge that, thank you," the principal said.

Ben shrugged. "Okay, if you say so. I do have one question though."

"Go ahead," Nezu acknowledged.

"Okay, so if you know about alternate universes and aliens and stuff, why not tell the world? I mean, this world is basically a sci-fi fantasy come to life. I'm sure people would accept it or understand."

"Yes, with Quirks occurring, wouldn't it be accepted if someone like you was able to show they existed, sir?" Nemuri asked.

"You would think that," Nezu said, his tone sounding slightly saddened. "You see, one reason I didn't was due to the fact I had no concrete evidence to back up my claims. Certainly, I had theorems and equations and the like, but that's only so much."

"Yeah, that does make sense," Ben nodded. "Though I'm guessing there's more."

"Indeed. The other reason is a rather unfortunate one. In my time of being a genius, I have come to learn one thing about the people of this dimension; they are extremely simple."

"I beg your pardon?" Nemuri asked, sounding a little insulted.

"Now, now. I don't mean it like that," Nezu said, holding up his paws to calm her. "What I mean is that the people have grown complacent in simple things, simple truths. For example, people have gotten so used to the fact that should a disaster or such arrive, they are still afraid, but they don't often worry as much as they did in the past because they know a Pro Hero most assuredly will arrive to save them. Also, since Quirks are such a large part of our society now, many scientific endeavors of the past have gone untouched or neglected for decades on end."

"Wait, you mean like NASA?" Ben asked, shocked. He hadn't thought that things like that would be dubbed obsolete.

"Sadly, yes. While it is still in use somewhat, it's mainly used as a defense system to alert heroes to disasters such as meteors and the like. All-Might himself has bashed one or two in his career. However, much of the massive funds used before have now gone into Quirk research and understanding. As a result, the world has decided that there is nothing truly of note that is not Quirk related."

"So what's that got to do with not telling anyone?" Ben questioned with a shrug.

Nezu sighed. "I believe that if people were to learn about something like this, their entire understanding of the world as it currently is could potentially be upended and suspended. People would question so much. The nature of Quirks, what could be out in space, the idea of alternate thems on other Earths, etc. This could potentially cause untold amounts of chaos, hysteria, and even possible paranoia. Imagine the ideas of aliens or other universal visitors coming! I don't even want to think of THAT reaction! Nemuri, you are essentially proof of all this, especially with your reaction to Ben's tale. In all honesty, I'm rather surprised you eventually accepted it so quickly."

Nemuri rubbed the back of her neck, a little embarrassed at remembering her reactions to Ben's story. "Yes, I can certainly see your point, Nezu."

"So do I," Ben stated. "You don't think humanity is quite ready for this news, so you're waiting until maybe later."

"Exactly," stated Nezu, nodding.

"Wow. I hadn't expected this," Ben said with a chuckle.

"Yes. Well, enough about me. Let us continue with why we're actually here," Nezu stated, earning a nod from Ben and Midnight. "Now, while I believe you, Ben, there ARE still some concerns I have," added the animal hybrid. "For starters, if such foes are coming to our world, would it not make sense to inform the Pro Hero Commission of the incoming threat so that we might prepare for their arrival?"

"You would think so, but that might not be the best idea," replied Ben with an uneasy look.

"How do you mean?" inquired the principal.

"Well, as mentioned before, my friend Professor Paradox helped me in proving my story to Nemuri."

"Yes, I remember you mentioning him. Could you perhaps go into a bit more detail about him?

"Well, Paradox was a scientist whose experiment went wrong and accidentally gave him the ability to travel across time and space. He's actually helped me on more than one occasion with serious bad guys."

"So he is a hero in the much wider scale of things," surmised Nezu.

"Basically. In all honesty, I think you'd get on better with him than Azmuth," chuckled the teen as he then got to the point he was trying to make. "But the reason I think telling others might not be a good idea, because it might mess with the timeline or something like that."

"How so?" inquired Nezu.

"Neither you nor Nemuri were in the room for this, but I asked Paradox the same question; why couldn't we inform others?" explained Ben, leaning forward. "Basically, despite being able to travel across time, Paradox still has to follow certain rules, like how much he can interfere in a timeline. The more you mess with time, the more things can change in the long run."

"So, it is akin to the Butterfly Effect," determined Nezu, "Where in this case, the butterfly would be informing other Pro Heroes about the incoming threats?"

"Basically," nodded Ben, "I don't know what might happen if we tell the other Pro Heroes about Vilgax and the others, but I do know that messing with time can be pretty dangerous. Not only that, but I'm the only one who really knows these guys and I'm unsure if the Pros would take advice from a high school-aged teen in defeating villains. If they know about them and even try to prepare, it may still not be quite enough. They've defeated some of the most powerful beings on my world pretty easily. Now originally, I had been hoping to only tell Nemuri and then perhaps work in secret to defeat them and then send them back to my dimension. However, with the anti-Vigilante laws, and even with the rediscovery of the Good Samaritan Law, being in U.A. while battling them seems like the only option. Though, with the fact that I have no records in this universe, we were hoping you could aid us in that regard. Nemuri says you have some connections that may be able to help."

"I can understand your concerns, Ben," smiled Nezu. "And considering your circumstances, I'd be more than willing to give my aid and I'll keep this matter between us, for now." He then gained a neutral expression. "However, I will only do this on one condition."

"Okay, what's that?" Ben inquired.

"I accept that perhaps you are the best suited for the job of battling these three, but I must say that if things begin to go wrong, you may have more problems on your hands. Therefore, should things start to get bad- the villains gain a victory, the truth about who and what they really are becomes more apparent- you WILL tell the Pro Hero community the truth so that they may aid you." Ben was about to protest, but Nezu held up a paw to stop him. "Would you rather a disaster worse than what could occur because you refused to allow aid? Part of the reason for this school and others is to aid in helping other young heroes learn how to work together. And you said so yourself in your story that you had a team of your own. They managed to aid you through much and aided you in defeating the villains before despite some… losses. My condolences to you, by the way." Ben's face fell a bit, but he nodded in thanks. "So, Mister Tennyson. Do we have a deal?"

Ben looked at the paw being extended to him for a moment before sighing and shaking it with a small smile. "Alright. But ONLY if things get really bad or look like they could later on. For now, this is just between the three of us."

"Of course. Now, about the other matter. I do believe I'll be able to aid you, but first, I'll need some information on yourself. After all, it goes without saying that some of the teachers here might start putting the pieces together if you DO attend U.A. and they look into you."

"Not to worry," Nemuri said as she put the case down on the desk, opened it up, and pulled out the papers she and Ben had made the days before. "Here you go."

"Excellent!" Nezu exclaimed. "With this, I'll be more than able to make a convincing story for you in this universe, Ben. So now, all we need to do is this." He then reached into his desk drawer and pulled out a folder. He handed it to Ben. The teen took it and opened it up to see it was a full transcript with all the information required for him to take the entrance exam and be admitted into U.A. "All you need is to sign this and I'll fill in the rest of the information later."

Nemuri nodded. "Though the citizenship might take a little time to be finalized, you will have it soon before the exam starts."

"Mr. Tennyson, based on our current brief conversation, I think you have got more than what it takes to be a Hero," said the intelligent animal as he folded his arms. "In fact, with my own observation and Nemuri's recommendation, you could easily be one of the best Pro Heroes in the world."

"That's some pretty high praise, sir," said Ben, in a bashful tone.

"Well deserved praise, Ben," corrected Nemuri, putting a hand on Ben's shoulder. "You proved that you are more than capable of being a hero when you defeated that electric Villain and stopped that arms deal. You don't have to be so modest."

"Hey, if you guys think I can do it," agreed the teen as Nezu handed Ben a pen and he signed the paper. After signing it, he handed it back to the Principal of U.A., the mouse-like animal nodding as the pen was returned. He then looked between Nezu and Nemuri. "So, when is the exam and what exactly does it include?"

"The entrance exam into U.A. starts one month from now, about four weeks from today," answered Nemuri. "The exam has two tests, one written and the other practical. I'll be sure to help you get ready for the written one. Being able to understand and speak Japanese is one thing, but you also need to write it and know what to write about. As for the practical, I'm sure you don't need to worry, given you've worked as a Hero for quite a while already."

"It's not much time to prepare," admitted Nezu. "However, I'm confident you'll be able to make it in time."

"Eh, I'm not worried," shrugged Ben as he stood up to shake Nezu's hand. "I once had to take a Plumber's training exam with even less time to study and I STILL scored a 92% on it."

Nezu then cocked an eyebrow. "Why would you need to take a test to repair plumbing?"

It was then Nemuri and Ben glanced at each other before the two shared a short chuckle, leaving the principal of U.A. no doubt very confused.

---

Later on...

Suffice to say, Ben had a lot to catch up on in this universe, but studying and learning weren't the biggest challenges he had to deal with. Rather it was Nemuri, who was quite the slave driver. She'd decided that from the moment the two got home from their meeting with Nezu until the day before the entrance exam, it would be studying and learning non-stop for Ben. Not to mention, it seemed that she was also determined to make sure he passed with the highest grades possible. Still, Ben appreciated her working hard now to help him, especially with her own duties of preparing to teach her own class herself.

"You've got a lot to learn, Ben," reminded Nemuri, who had changed her clothes to that of a tutor, meaning she was wearing a white dress shirt with the top two buttons undone, the sleeves rolled up, black dress pants, black high heels, and a pair of glasses. "And not a lot of time to do it."

"I know," assured Ben. There was quite a bit, but since he was in high school and U.A. was basically a high school as well, it wasn't that different in terms of workload. At the moment, he was taking a small practice test Nemuri had made up for him. "Despite what you might think, I DO pay attention in classes, even if it doesn't look like I am."

"Maybe, but you shouldn't forget that schools in America are not the same as they are in Japan," reminded Midnight. "There is a lot more to the course load in Japanese schools than American schools. Not to mention you only get one day off on the weekend instead of two."

Ben grimaced at that reminder. He'd have to get used to that without a doubt. "Well, considering this is about becoming a hero, I think I can handle this," replied Ben as he finished the practice test.

"You say that now," said Nemuri as she adjusted her glasses slightly as she walked over to behind Ben and leaned over his shoulder, taking a look to see how he's done so far for the current lesson today. Nemuri's bust was pressed into his shoulder. Surprisingly, Ben wasn't flustered. He'd gotten used to Nemuri's antics by now and it didn't bother him as much as it originally had. "Now let's see here," she mused as she quickly looked over Ben's test. After about half a minute, Nemuri gave an approving grin. "Excellent work, Ben! You got all the questions right!"

She then gave him a one-armed hug, pulling the teen close. Ben honestly felt warm, but it wasn't due to arousal or anything, but more like a warm, happy feeling. Taking the test from him, she was about to give Ben another sheet for him to do before the teen stood up from the kitchen table.

"Hey, Nemuri. You mind if we take a short break?" asked Ben as he stretched slightly. "Feeling a little stiff and I could use the time to stretch my legs."

"Sure, that's fine," agreed the teacher. "I could use the time to prepare for your next lesson, "We'll take 30."

"Great," said the teen with a bit of relief as they had been at this for quite a while "I think I'll go on a short walk."

"Don't go far and take your phone with you," reminded Nemuri. Shortly after Ben had revealed what had happened to his family and Julie, the two decided to get Ben a new phone just in case he needed to call Nemuri for whatever reason. Plus, the phone he had brought with him from his universe was technically so old that if he used it, he would definitely draw a lot of attention.

"You got it," nodded Ben as he grabbed his phone from the table and headed to grab his jacket and shoes. As he tied his shoes, he called back to the kitchen, "Hey, while I'm out, I was planning on getting a smoothie. You want one?"

"Sure! Could you bring back a strawberry-mango?" called Nemuri.

"You got it," Ben answered before leaving.

It didn't take long for Nemuri to learn something very interesting about the wearer of the Omnitrix; he had a near addictive love of the blended and frozen beverages. At first, she hadn't been that into smoothies (which Ben had almost found insulting had he not remembered that HE used to HATE smoothies as a kid before his tastes changed) but after some time, Ben had gotten her to see the appeal. It just so happened that there was a smoothie restaurant about a ten-minute walk from where Ben and Nemuri lived.

Halfway through his journey, Ben stopped at an intersection crosswalk- the light having turned red- when suddenly, a familiar voice called out to him.

"Hey, Benji!" it said.

Turning to his right, Ben saw an interesting sight. A blonde woman was running up to him. She was wearing a purple bomber jacket with the buttons undone, a white shirt, jeans with the legs rolled slightly, and some type of high heels that weren't so high that she couldn't run in them. Even though he had only met her once, he could definitely tell that it was Yu Takeyama- the Pro Heroine Mt. Lady- who was running up to him, particularly because of the color of her eyes. He hasn't met many people with that shade of purple eyes; not to mention, no one else in this dimension called him 'Benji.'

"Yu?" answered Ben, a little surprised. "Hey! Didn't think I'd run into you today."

"Neither did I, but when I saw you, I figured I'd come over and say 'hello,'" replied Yu with a bright smile. "So, what are you doing right now?"

"I was actually heading out to get a smoothie," Ben answered.

"Really?" said the Pro Heroine. "Mind if I join you?"

Ben raised an eyebrow at the question, but answered, "Uh, sure. Why not?"

"Great!" beamed Yu as she and Ben headed over to the smoothie bar.

While on the way there, the two talked about pretty much anything and everything that had happened since they last saw each other. Though Ben made sure to be careful about what he said so as not to accidentally let slip something that might cause Yu to get curious about where Ben was from, or the fact that he was from another universe entirely. So, to be safe, he decided to keep the topics about Yu, at least for the moment. Thankfully, Yu seemed to be in a more friendly than flirty mood today, which was something of a relief for him. He already saw quite a lot of guys (and even a few girls) shooting him jealous looks upon seeing the bombshell he was walking with. As a result, it made the conversation far less awkward than when they'd first met. While Yu did like to talk about herself, Ben also learned quite a few things about Yu as a Heroine and the Lurkers as a group.

"So The Lurkers aren't actually an official Pro Hero group?" asked Ben as he and Yu exited the smoothie bar, Ben carrying his smoothie in one hand (a banana and mango smoothie) and Nemuris' in the other. Yu had gotten herself a raspberry one.

"Not officially, no," the blonde pro heroine shook her head. "We're still working on the teamwork part, so we won't go official until we're sure. Plus, I only just made my debut a little less than a year ago, and since then, there haven't been many villains around. So I wanted to build up a little more credibility by joining a team, ya know?"

"I guess that makes sense," shrugged Ben as he took a sip of smoothie.

"So, Ben," inquired Yu curiously. "What else have you been up to since the last time I saw you?"

"Not much, actually," replied the teenager once he finished his drink. He then smirked. "That is if you don't include getting a meeting with the Principal of U.A. and getting offered a chance to take the Entrance Exam!"

"Really?! Oh, Benji, that's great!" gushed Yu, surprising him with a big hug, nearly causing him to spill both his and Nemuri's smoothies.

"Y-yeah," blushed Ben as he steadied himself from Yu's sudden embrace, a little nervous about the envious looks he was getting from other people. "It is. All I have to take the Entrance Exam and get admitted into U.A." It was then the teen realized he was actually running late. "Speaking of which, Nemuri's helping me study for the Written Test and I was only supposed to be about thirty minutes for the break I was having. I gotta head back."

"Seriously?" frowned Yu as she let go of Ben. "Come on, you really have to go?"

"As fun as it is hanging out with you, Yu, I don't think Nemuri'll be too happy about me being late," explained Ben. "Like I said, I was only supposed to be out for thirty minutes."

Yu let out an annoyed sigh as she folded her arms. "Fine," relented the Pro Heroine as she looked off to the side, a pouty expression on her face.

Seeing her upset expression, Ben could see that not being able to hang out clearly got under her skin. So he figured he might have a way to fix that.

"Hey listen, we might not be able to hang out right now, but that doesn't mean we can't still chat from time to time," offered Ben, getting Yu's attention as she looked back at him.

Quickly finishing his smoothie, Ben found a trash can and tossed his empty cup into it before reaching into his pocket and took out his phone. Opening it up, he went to contacts.

"If you want, you can put in your number and we can chat whenever you'd like," offered Ben.

Yu's eyes widened in surprise before a smirk appeared on her face. "Asking for a girl's phone number, Ben?" she asked in a playful tone, "We only just met."

"Hey, if we can't hang out together right now, we still text each other. Besides, you seemed pretty bummed out we can't hang out longer," defended Ben, earning a giggle from Yu.

"I know," she said, smiling as she took Ben's phone and put in her number. "Just couldn't let an opportunity to mess with you, pass."

"Yeah, yeah," snorted Ben, rolling his eyes as he took back his phone and put it back in his pocket. "Either way, it was good running into you again, Yu."

"You too, Ben," she gave Ben one more hug- a little one this time- before she headed off. "See you around, Benji!"

"See ya!" replied Ben. He then saw he was running late and decided to run back to Nemuri's, mainly to keep Nemuri's smoothie from melting more than it already had and to avoid being even later than he already was.

Suffice to say that upon his return, the teacher wasn't too pleased to see Ben back so late, nor wasn't she too happy to hear that it was Yu that the cause. Thankfully, she understood that it wasn't Ben's fault, but that still didn't mean she didn't work him a bit harder and gave him a little extra work as punishment. Ben however accepted it begrudgingly.

Over the next few weeks, it was non-stop learning, studying, practicing, and testing for Tennyson with short breaks in between and some chats with Yu from time to time. Eventually, and before long, it was time to take the Entrance Exam at U.A. Academy.

---

U.A. High School, Musutafu, Japan

At long last, the fateful day had arrived. Wearing his signature green jacket, black t-shirt, jeans, and sneakers, Ben stood at the main entrance into the school with a bag slung over his shoulder.

Over the course of a few weeks, Ben had learned quite a bit about this world and all thanks to Nemuri and her (albeit harsh and quick) instruction. The woman herself would have been there to see him off, but being part of the faculty, she had to join the other teachers and observe the students during the practical part of the exam. So instead, she had dropped Ben off at the entrance into the school where other potential students could be seen entering.

Of course, that didn't stop her from giving him one last surprise hug and wishing him good luck before dropping him off and heading over to the faculty parking to park her car and meet up with the other teachers.

So as of now, Ben was on his own as he made his way through the main gate and onto the school grounds.

"Well, U.A.," said the bearer of the Omnitrix with a confident grin on his face as he adjusted his bag strap. "Let's see what you got."

To Be Continued...

---

Ho... ly... SHIT! This chapter went through even more rewrites than the last one! Seriously! A lot of those edits came from people in the review section who brought up a lot of good points about the story and where it falls short/could use improvement. As you see, I've changed things around and I hope you all liked that little nod to Omniverse with the Dwarf Star and Molly Gunther if you know the show well enough. Also, this chapter was gonna be much longer, but I decided that might not be a good idea and decided to cut it in half, so this is what we got.

I'm sorry if this was a step down in content quality compared to the previous chapters, but I felt that if I tried to keep going, the content quality might have fallen even further, so I thought it was best to end it where I did. The last part feels like filler, and in a way, it kinda is, I just thought I would try to keep the length the same as the previous chapter if only to maintain a steady length. So, yeah, the last part of the chapter was filler as the main part focused more on Ben's background.

However, I just want to ask everyone to thank MajorBrony95 especially as he was a huge MVP for this chapter. Honestly, the amount of work he puts into the edits is truly phenomenal and I can't thank him enough. So shout out to MajorBrony for all the work he puts into the chapters making edits and everything. So massive thanks to him.

In any case, let's move onto answering some reviews from the previous chapter or chapters.

LilyLopunny: It's not a Fairy Tail, but I just wanted to make a reference to one of my all-time favorite Ben 10 fanfics and fanfics in general. That fanfic being Ultimate Fairy.

venomruby: Here you go.

Wraith: I'll consider it, but it's not likely that I would include it. It doesn't seem to fit within my story.

Guest: I might be making Ben a little bit more timid/shy than normal, but think about it. How would you react to an extremely beautiful woman wearing what can only really be described as dominatrix attire and with her behavior? This might be a one-off break in character as Ben gets to know Nemuri a little bit more. As for getting Ben a provisional hero license, I'm gonna stick with Ben going to UA and getting an education.

Bugman454: I hear you and Bold and what you guys are saying. Now that I think about it a bit more, I can see where you are coming from if Ben were to stay in the MHA universe. However, that being said, I still want to be able to continue Ben's relationship with Momo and Nemuri. Like, at that point in the story, Nemuri would basically be his adopted mother and I honestly think it would break her heart if she and Ben parted ways. I guess I could have Nemuri crossover with Ben to take care of him while still incorporating a means of travel between worlds so that Ben could still visit Momo. I don't know, besides it will be a long time before that becomes an issue.

Bold: I'm really happy you like the overall story, and I totally understand where you are coming from about the shortcomings of the story. There is also the pacing as there isn't that much action in the chapters, I'm taking way more time getting to things, and there is the whole bathroom scene. I decided to completely ax it for the moment and may rework it in later with Ben and Momo. As you said, the age gap between Ben and Nemuri is pretty big so it might not work all too great, but since this is anime and this does take place in Japan where the age of consent can be 13 in certain areas (which actually explains a few things, like how young pretty much every anime protagonist ever is below the age of 20 or just above that age), I thought I could get away with it. But like you also said, I may be making Nemuri a bit too flirty/slutty so I decided to fix that. Also, I kinda get where you are coming with Ben being a bit too cautious and out of character, I'll work on fixing that. As for Ben keeping his origin a secret, I think I might make it so because if I do have Ben reveal his origin, it might make things more difficult when you have to include things like the Pro Hero league, what those Pros might think about Ben and his bad guys. Not to mention, I now included the idea of time travel and messing with the timeline, so I figured this might be easier to do. Overall, it's just a lot to consider, so this is just easier. I get where you're coming from about it just being a trope and a plot point, but in the interest of keeping the story simple and not stress my limited skills as a writer already, I think it might just be a necessary evil.

OmniSpider24: Glad that I was able to make a good chapter for you to enjoy!

GodOfCreationUltimateAlienX: Has it really been that long? Man, time waits for no one.

timothy393: Thanks! Also, thanks for the suggestions, I'll think about it.

ryan456: Thanks for the help, it was really useful!

Ultimate10: Glad I'm able to live up to everyone's expectations! And yeah, providing some justification for not telling the Pro Heroes about the Terrible Trio was pretty tricky and for a while, I felt that Paradox's justification about how there are some "rules of time" he has to follow was a little bit of the low hanging fruit/easy way out, it does fall within the lore of Ben 10 so, eh... whatever. If it works, it works.

MMStudios: Thanks for the help and the message about what kind of villains there are in MHA and like I said, I'm not going to be doing anything from the Reboot. That series doesn't exist to me.

Vanessa Masters: Glad you liked it and if I'm being honest, very few could stand up to Vilgax, Albedo, and Malware in the My Hero Academia universe.

Messiah of authors: Glad you like it. Ben is a pretty likable guy and can get along with a lot of people. However, I'm not entirely sure who he would be a mentor to. Like, the idea never even crossed my mind, so I'm not sure who Ben would be a mentor for. I guess he could be a mentor to Midioriya, but I need to be absolutely sure before I decide to do that.

SulliMike23: I have a way to get around Ben explaining his scars. For the time being, Ben will be wearing an undershirt as a way to cover up his scars.

Eslam Yaser: Yeah, I think I might make it a running gag that every time Ben pulls something new out of his bag of tricks, Nemuri gets back at him in some way.

ahein9937: I'm really glad you like the story and it wasn't necessarily a break for myself, but for my editor. He was going through some stuff that needed his full attention. So I figured, while he was off dealing with that, I would take a break as well and just reconnect with some things.

Okay, I think I answered all the reviews that had questions or just responding to praise, there are a few things I need to address with everyone about this story, and it's really important, at least, I think they are important.

The first thing is a response to one review, I think, it may have been a private message, but I can't remember who it was from but I do know what it was about and that is if I had thought about doing a different version of this story, as in, a Ben 10 crossover fic, but with just a different media. At the time of this story's creation, I did not, but after a while, I did have one idea that I thought would make a good crossover and that would be a crossover of Ben 10 and Avengers: Earth's Mightiest Heroes. Without going on for too long, what would happen would be Ben, Gwen, and Kevin are attacked by Vilgax while they are onboard the Rustbucket III, and a new engine that Kevin built goes wrong and the four ends up in the world of Avengers EMH. It follows a similar opening to Ben 10: Prime Force, a story that used to be written by Ultimate10 before it was adopted by TOAA5501. I thought it would be interesting, but I already have plenty of stories to focus on, so I'm not gonna be starting anymore.

Now for the second thing I want to go over, it's more of a question than anything else but still important regardless.

Okay, my question is: should "My Ultimate Academia" become a harem fic?

I know, some of you aren't fans of the idea, saying that Ben isn't the type to want or even need a harem. But then there are also people who have made some pretty strong arguments that Ben 10 and MHA are basically harem shows with what happened in Ultimate Alien and Omniverse and the overall plot of MHA. Not to mention, I've been throwing around the idea of Ben having a harem a lot, from making it a running gag to actually doing it and I can't figure out what I should do. That being said, I think I will put up a poll asking if My Ultimate Academia should be a harem fic or not. I'll leave it up until the next chapter is posted.

The third thing has to do with the background flashback itself. I know, I said I would be doing a larger, grander flashback with most of Ben's class learning about who Ben is, where he is from, and about his villains. So, why include the little flashes in this chapter if I'm going to go over everything later, isn't this just a spoiler? Yes and no. It is a bit of a spoiler, but not enough in the sense some of you might be thinking. Yes, it does reveal a lot about that fight later on, but at the same time, it is only just that fight and only specific moments of that fight. The bigger flashback is going to have a lot more to do with all of Ben's villains and who Ben is/what his powers are. I hope that's alright with some of you, if not, I'm sorry, I'll try to do better in the future.

Now, let's talk about some finer details about the story, like my justification for allowing Vilgax to get away with killing Julie and Ben's parents, the power scaling, and a few other things.

Yeah, I know I kept it vague, but let me tell you, Functional Immunity and Personal Immunity are complicated as hell! Seriously, it is really difficult to grasp and has a ton of moving parts to it! I actually went to the Marvel Subreddit and asked how Doctor Doom was able to get away with the things he does, which is where I got this idea of justification from. A bunch of people were kind enough to explain to me that Doom isn't protected by Diplomatic Immunity but rather Functional/Personal Immunity. They are kinda like Diplomatic immunity, except that Personal Immunity covers both the 'private' and 'official' acts of foreign officials, while Functional Immunity only covers the acts performed by State agents in the discharge of their duties. I know, not the clearest way I could have explained it, but functional and personal immunity are way more complicated than this and because of that, I decided to keep the justification vague, at least until I figure it out better and have the larger reveal to everyone in Ben's class, a few pro heroes, and some others. By then, I'll have a clearer justification that's more fleshed out and with finer details. So, for now, you'll have to sit with the abridged version I made.

Now, the power scaling, I get some of you might not agree with how I portrayed Vilgax in the flashback sequences with the Dwarf Star, but just hear me out. Vilgax is already stupid powerful with the powers of the 10 heroes he defeated during the Conqueror's challenge added to his own strength and durability, and I also know that the Dwarf Star shown in Omniverse when it was used by Psyphon was much weaker than what I portrayed. That is something I actually disagree with regarding the show. It's a star. A. STAR. That means there's a ton of energy there and I felt like that fact should have been made a little bit clearer than what we were given in Omniverse. So, the Dwarf Star was made more powerful, and if you're also mad about Vilgax surviving being blasted in the face by Upchuck when he turned all that energy on him, I would like to remind you that Vilgax survived his ships fusion reactor exploding, but only just barely and if that still isn't satisfactory, let's just say that the constant use of the star's energy was draining it and at the point when Upchuck got it, it wasn't full power.

I'm sorry if I'm getting some things wrong, I'm doing my absolute best I can.

Also, if some of you are wondering how Ben was able to get ready for the entrance exam in such a short amount of time, I would like to remind you that Ben has experience being a Hero so the practical part wasn't an issue for him, so he just had to prepare for the written exam. He also had help studying thanks to Nemuri and he has a really good memory, like when Ben was able to write down mystic runes he saw only once and at a distance exactly. Not to mention that he was able to score pretty high, like a 90 or something higher, on the Plumber Final Exam when he, Gwen, and Kevin went to basic training. So, despite the short time preparing, Ben was more than capable of acing the entrance exam. Also, I did say that this would happen a few months before the entrance exam in the previous chapter, but I did some research and found that school vacations in Japan are much shorter than vacations in the US. The longest vacation Japanese schools have are summer vacations, and they last only 40-odd days. So, I had to make some changes there to make things seem accurate, culturally speaking.

Two more things and I'm done. The first is I know some of you really like the story and I'm sure many of you have ideas you want for me to consider, but I just want to say this now that any ideas will be taken into consideration, but if they make it into the story depends upon my choice and what I want to do with the story. My editor, MajorBrony stressed that point with what happened to RWBY, how the creators listened a little too much to the fans and started doing the show their way which lead to some problems and caused the quality to drop. Keep in mind, there is nothing wrong with listening to fans' input, just as long as that input does change the way the story progresses entirely and causes problems later down the road. I hope you all understand.

And the second thing is I might not do these long Author's Notes anymore, mainly because they are making up a good chunk of the overall chapter, so I think I might no longer do these author's notes anymore, at least not here. I may do them on Discord or just answer private messages. This isn't certain so I may end up continuing these author's notes where I respond to a bunch of reviews and stuff, but just keep it shorter from now on.

That's everything I wanted to cover for the moment.

I hope you all like the story and I'm sorry if the quality of this chapter fell a bit towards the end. I felt that if I had kept going, it would seem more and more like I was forcing myself to write this story and that would have a negative effect on my writing. So, I apologize if the quality isn't as good as in previous chapters.

In any case, read and review, and I'll get the next chapter out as soon as I can. Which might be sooner than this one because I'm no longer stuck having to make everything from scratch. Just have to include my own moments with Ben and everything should be right as rain.

Anyway, read and review the story and see you next time!