AN: Here's another chapter. Sorry for the wait. Just a friendly reminder, I suggest you watch the Devil Lady anime before reading as this chapter contains minor spoilers to some episodes. Thank you and I hope you enjoy.

Two hours earlier...

"So, what do you think?" Kazumi asked the instant they entered the restaurant. "Will this place be alright?"

"Yes, Kazumi, it's nice. I've eaten here before and it is very good." This response earned her a beaming smile from the girl. "So, where do you want to sit?"

"I don't know, you decide. It really doesn't make that much difference to me?" Jun decided not to press the matter and reply in turn it didn't matter to her either. She didn't need any more stress than was already there. Instead she found the nearest table that was a decent space away from the other guests and took a seat.

"So how was school today?" Jun asked once they'd gotten themselves situated. None of the staff had dropped by yet to take their order, but neither of them was in a real hurry so they didn't mind waiting.

"Oh, the same as usual; my teacher was as boring as ever. I mean really, how many times do we need to go over the same old things. Honestly, sometimes I think he believes we're all as slow in school as he was at our age."

"Now Kazumi that isn't very nice." The words might have been taken as an admonishment, had Jun not been stifling laughter while she said it.

Kazumi, having known Jun for a good long while, knew her friend wasn't really scolding her. Instead she was more than likely agreeing with her, while still playing the role of the more mature woman. "Might not be too nice, but its probably accurate."

Jun stopped trying to hold it in and let out a small laugh. "Sometimes I got that feeling when I was in school. I always felt as if things were going to slow. Only after I got out did I find out why. Not everyone in the class was able to learn and think at the rate I did, and a teacher can't just meet the needs of an individual student. Instead his concern is the whole class."

"I know, but still that doesn't make it any less boring." Kazumi replied, poking out her bottom lip in a mock pout.

"Well, look on the bright side, Kazumi. At least you know what I've been telling you all along is true. You are a very bright girl."

"Jun," Kazumi mumbled as she looked down at the table, trying to hide her slightly embarrassed expression.

"Well, you are." Jun continued, again giving a small and very soft laugh. It felt good to be able to laugh, even if it was just a little. She hadn't been able to for so long, and even though the situation wasn't really all that amusing… the tranquility of it alone made it worth savoring to Jun.

"How was your day, since you didn't have work?" Kazumi asked, changing the subject abruptly.

"Oh, I ended up having to do a short shoot anyway. Considering I didn't have much to do since you were gone, I started to get bored, and my manager was kind enough to include me in a quick shoot along with some of the agencies other girls. Nothing big, but it still passed the time."

"Must be cool to find work so easily," Kazumi said, without a trace of jealously, regret, or other such negative emotions, which made Jun smile. Kazumi was one of those few, rare individuals who was honestly happy to see others excel, even if it meant they were doing better than she was. It wasn't often one saw that in other people. "I'm lucky if I'm kept busy by my teen model magazines sometimes."

"Enjoy it while you can. If you continue to stay in the business things will get much busier, believe me I'd know."

It was at that moment the waiter finally arrived to take their orders. This time, Jun was very careful to read the menu and pick out food, priced high enough that Kazumi wouldn't feel as though she were being coddled, but not so much so that Jun would feel too guilty ordering it.

After the man left, Jun resumed her conversation with the younger girl, enjoying the fact that, for once, she was able to have a genuine good time with Kazumi. With no interruptions, no reminders of what she was or what she had to do now, and most importantly, no reminders of what Lan Asuka had told her last night.

"I had a really good time with you today Kazumi, thanks," Jun said as she hung up her coat on the rack by the door. They'd been out for over an hour and a half, not including the time it took to get from the restaurant to the apartment building or the time between school and their dinner. Over all it had been a rather nice evening. "You don't know how nice it feels to get out and relax once and a while."

"Well if you enjoyed it that much we need to do this more often," Kazumi replied, earning a small, almost sad smile from Jun. "I mean it Jun, sometimes I worry about you. This is the first time in a while I've seen you acting normally."

"I know Kazumi; we've been over this many times before." Jun whispered softly, putting a quick end to the conversation; a conversation that continually seemed to repeat itself among them now.

"Alright, alright; I know you don't want to talk about it. You keep telling me whenever I get close to asking you about it. Anyway, I need to get my homework done, so I can have the rest of the evening free."

"Okay Kazumi," Jun was about to something in addition to that, but was cut off by the sound of a ringing phone, her cell, which happened to be still in her coat.

In a single, quick movement, Jun had it out of the piece of clothing, turned on, and too her ear. "Hello?" She said hesitantly, wondering whether she'd hear her manager's voice, someone else's, or Lan Asuka's.

Unfortunately luck was not on Jun side tonight, for it was the last on the list that was calling. "It's time for the hunt to commence." The model had to resist the urge to curse aloud. "You should know how things work by now, Maeda will pick you up out front. He's already waiting." Then the other line went dead.

"Jun?" Kazumi asked, sounding just as hesitant as Jun had when she'd picked up the phone.

"Kazumi, I need to go out. Get your homework done while I'm gone, then maybe we could watch TV or something tonight." And with that Jun pulled her coat on and headed out of the apartment.

This time Kazumi didn't say a word, knowing any questions she asked when Jun got like this would be a waste of time. Instead she moved to the apartment windows and looked out front. Sure enough there was a car waiting down there, although she couldn't see the driver.

A few seconds later she could see Jun leave the building and head straight for the limo, while at the same time a man got out and opened the back door for the model. Though it was quite a distance between the window and the car, Kazumi had no doubt that it was the man from the pictures. 'What's going on Jun?' Kazumi thought to herself as she watched the car disappear after both people had gotten in their respective seats. 'And why do you feel you can't tell me?'

Now

All was quiet this evening. A lone woman was walking by herself through the near empty city streets, unknown to her, it wasn't as empty as she thought. Before she knew it, she was swept off her feet by a large grotesque figure. It was a Devil Beast.

Ben had been pacing on the roof he had arrived at waiting for Rex to catch up, it seemed that even with his Rex Ride, the EVO could not keep up with XLR8's speed. while the wielder of the Omnitrix waited, he began wondering what to do next. If he transformed into one of his aliens, someone may see it and start a panic. He had no idea if he was on an Earth that was xenophobic towards aliens or not.

Before he could dwell on his thoughts any further he heard a scream. He turned in the direction of the scream and saw a large creature carrying a woman, and jumping from roof to roof. "So much for not starting a panic." He told himself. "It's Hero Time!" He announced as he activated his Omnitrix and transformed into Heatblast and flew off after the creature.

"You're pathetic," The beast that was normally called Jun Fudo hissed at her opponent as she lashed out with her right hand, claws bared. The second beast, which moved on all fours, leapt to the side to avoid what would have been a fatal blow. "Run all you like, coward!"

When caught up in the frenzy of battle, Jun was a very different person, often taunting her foes as she hunted them, as she had with several in the past and was now doing with her current enemy.

The beast, which was almost wolf-like in appearance, circled her cautiously, growling as it moved. If its thoughts were put into words, they would probably bear a close resemblance to a convict, cornered by a lone police officer considering his options of escape.

They were battling on a high rooftop, surrounded by many others, so there was still a possible escape route. Yet the beast knew its hunter would follow, making such an attempt useless. Jumping to the street below was a danger to its life, and therefore not the action to take. That decision made, the wolf-beast put its mind to the task at hand.

Jun, being a beast herself, had a very good idea that it wasn't going to run and moved with it, keeping it in sight at all times. Normally the human part of her would be worried about being seen, despite the fact Asuka had had the streets quarantined because of the battle occurring on the rooftops, but the Beast in her simply didn't care.

Kazumi pulled the pictures out of her bag the instant she was finished with her homework. It had been quick and easy for her, and besides that she was in a hurry to finish looking through them. She hadn't yet had a chance since lunch and her curiosity had been piqued.

The wolf-beast snarled once last time before finally pouncing. It hadn't found a hole in the Devilman's defenses so it had had to make a frontal assault, despite the fact it was against its instincts.

Jun moved fast, using one hand to catch it by the throat in mid leap, she pulled the other around and delivered a full punch to what would probably count as the monsters mid section, causing its attack to collapse.

Not allowing her enemy to recover the female devil beast shoved the wolf to the ground with the hand that had been around its throat and then began to waylay on it; reigning down blow after massive blow, knowing full well that no living creature could stand up to the onslaught for long.

After flipping through the pictures she'd already viewed, Kazumi came to a new one. This time the picture wasn't very clear, but she could make out enough to know what it was. The photo had obviously been taken on a foggy night and two distinct shapes could be made out in the distance.

Kazumi remembered seeing something similar to this herself during the night when the fog had gotten so thick she'd had to stay in all evening. That had been a surprising thing to see, and part of her mind kept telling her she'd imagined it, of course even she couldn't explain it away like that… not after what she saw the night of her parents death.

But what did this picture have to do with the others? This one obviously had to do with what she called 'the monster business' while the others showed Jun, along with some of the strange people Kazumi had seen with her at times. What was the connection? Kazumi flipped to what appeared to be the next to last picture in the envelope and gulped.

Jun's fist thudded hard into the cement roof as the poor beast that she'd been pounding into a bloody pulp finally managed to roll away, coming up unsteadily on three of its four feet. The fourth one seemed to be bent at an odd angle, probably from the abuse it had received, along with the rest of the body, from Jun.

This time the female devil beast couldn't move fast enough. The wolf leapt at her, bringing them both down on the hard surface of the building with a thud, knocking the wind out of Jun.

The instant the beast bared its fangs Jun realized the danger she was in. If she didn't do something fast it would rip her throat out. But what! In this position she couldn't think of any way to defend herself.

It was her house, or rather what was left of it after the night when her parents had disappeared. Kazumi sighed, half in frustration, half in another, less down to earth, emotion. What did her family have to do with this?

Considering the strange questions about monsters Sakazawa had asked her concerning her parent's deaths and what she saw while there, Kazumi could see the connection between this picture and the one in the fog…but why were they with Jun's?

Jun moved her head and neck to the side just in time to avoid the teeth that would have been the end of her. Instead of her throat they met hard stone, and in that instant Jun used what little time she'd bought herself.

Using her size advantage she managed to roll both of them over, putting her on top and the wolf-beast on the bottom, then she continued where she let off. Hitting it continuously, as hard a she could, this time allowing it no chance to free itself.

A few seconds, painful screams, and strikes later, the beast's head was little more than a bloody and very lumpy puddle.

Before she could continue tearing the beast apart, she heard a scream. Jun turned her heads upwards and saw another devil beast carrying a woman, jumping from rooftop to rooftop, with what appears to be a man made of fire chasing after it.

Wasting no time, Jun opened up her bat like wings and flew off the rooftop to try and catch up with the creature.

The Devil Beast didn't really know why it grabbed the woman; maybe as a hostage to keep meddling humans and that traitor woman from interfering. But its thoughts were interrupted when it was hit by a fire ball from the back and knocked onto the roof he was leaping toward.

"Boy, you sure are ugly." Heatblast stated to the creature. The Devil Beast simply snarled at him and proceeded to continue its way, but it stopped when a ring of fire formed around it. It turned to the obvious offender. "We weren't done pal," Heatblast told to alien. "Let her go, right now!"

The creature complied and threw the woman off the roof. "NO!" Heatblast shouted as he jumped off the roof. He blasted fire from his hands to get closer to the woman. He lowered the heat around his upper body immensely as he carried her bridal style to avoid burning her, he blasted fire from his feet to propel both of them upwards. He landed on a roof and put the frightened woman down.

"You, okay?" He asked. The woman looked at him with terror in her eyes unable to speak. "I'll take that as a yes." He said as he launched from the roof hopping to catch up with the Devil Beast. When he finally did, he landed in front of it.

"Look buddy, I don't know what you want but…" before Heatblast could finish, the Devil Beast talked him to the ground. A big mistake on the creature's part, his hands were burnt as soon as he grabbed the pyrokinetic alien. As it screeched in pain, Heatblast used his fire to blast him into an air vent system. "Well, that takes care of that." He told himself. "Now I'd better…" before he could finish, again, he heard a female voice call out, "Hold it!"

Jun had just got on the roof and was now looking at the burning creature. "Who are you and what are you doing here?" she asked.

"No one that concerns you." Heatblast retorted. Normally anyone who didn't know the famous Ben 10 would get quite a reminder from the Omnitrix wielder, but seeing how he knew he was on a parallel earth, he didn't want to reveal too much of himself in the event he was on an alien planet.

"I asked you a question," Jun retorted as she looked at the being with trepidation as it's appearance brought up painful memories of Remi Takashima. Another victim that Jun had failed to save, "Don't you know who I am? I'm the Devil Lady!"

"Never heard of you." Heatblast stated. That statement caused Jun to drop her jaw. Jun didn't like to gloat or anything, but there isn't one beast she had encountered so far who didn't know who she was or saw her as a traitor to their kind, considering how many she has killed ever since she first transformed.

"Never heard of me?" Jun repeated.

"If I never heard of ya, I never heard of ya." Heatblast told the woman. "Now if you'll excuse me." He announced as he began to walk away. But a force soon gripped his arm. He looked and saw Jun gripping his arm with a vicious look on her face.

"Really?" he uttered sarcastically. Jun then recoiled in pain as the heat burned her arm. "I don't have time for this." Heatblast said as he continued to walk away, but Jun soon jumped in front of him.

"Look 'Fire Guy' I'm not exactly in a good mood right now, so if you don't mind answering a few questions." She announced to him

"Outta my way." Heatblast said as he grabbed her shoulder and shoved her to the ground.

Oh that was it. Whoever this fire creature was, he was no friend. Jun then ran up to him at full speed.

Before Heatblast knew what was happening, he was sent flying upward. He landed on a taller building, with a larger roof.

Heatblast then got back up on his feet. "So it's going to be like that huh?" he said. He then began hurling fireballs straight for Jun.

She noticed. Acting quickly, Jun jumped from the roof right before the fireballs made contact and it exploded. Jun landed on the roof where Heatblast was and the fight was on.

Jun as a Devilman was both fast and strong. She tried to punch Heatblast as best she could, but every time she got close, Heatblast propelled himself to a safe distance and kept long range attacks with his fire balls. Jun was stuck just trying to avoid them. She knew she couldn't make contact with her new enemy without getting burnt.

Heatblast was able to keep his distance from Jun. Right when Jun punched the ground of the roof, she made quite a bit of a mark. Now was his chance. He let loose a big fire ball. It made direct contact with Jun and blasted him to the other side of the roof.

Jun's durability and fast healing protected her from suffering severe burns for the most part, but she still felt the force of it push her to the other side of the roof.

Before Heatblast could do anything else, he was blasted with a stream of water that extinguished most of his fire. He turned to the direction where it came from. He saw Jun holding a loose pipe on the roof in her hands, aiming right at him.

"Lucky for me, this was here." She announced with a smug smile. She then walked up to Heatblast. "Now, about answering my questions."

"I don't think so sister." Heatblast stated.

"Considering the fact that you're MADE of fire, I'd say you lost." Jun announced

"Did I?" Heatblast asked. He then pressed the Omnitrix symbol on his chest and was engulfed in a flash of green. Causing Jun to look away.

Once the flash subsided, in Heatblast's place stood Four Arms. "So what do you say then? Round two?"

Jun's eyes bulged out. What was once a man made of fire, was now a four-armed red man. No Devil Beast she had ever encountered was capable of such an ability.

Four Arms slammed his arms down to try and hit the female devil beast; she managed to barrel in the opposite direction just in time. Four Arms then went straight for Jun, she was able to avoid all his attacks with her agility as she ducked, jumped, rolled, and angled her way through each punch from all of his arms.

Jun then retaliated with her own blows. Their strength seemed to be almost equal. They were each able to deliver blows to each other, but had little effect. Jun was protected her own durability, Four Arms by his thick skin. During their slug fest, Jun tried to land a kick in the back, but Four Arms was able to catch her by her left and right leg with his lower arms. Also his upper hands were grappling with with her left and right wrists.

"Looks like I got ya." He announced, declaring victory. Until he felt an electrical shock course through his body causing Four Arms to scream in pain and release his grip on Jun.

Seeing her chance. Jun delivered a punch to the gut, sending Four Arms flying to the other side of the long roof and into a water tower, which collapsed on him.

"You may be strong." Jun said with her arms crossed, "But not fast enough to avoid my Devil Beam." Jun finished as the two antennae on her head sparked with electricity.

Another green flash came from the dust, and before she knew it, Jun was both swept off her feet and fell face flat on the ground. She then looked up and saw her new enemy had taken yet another new form.

"You want fast?" XLR8 asked. "I'll give you fast."

Without warning, XLR8 quickly grabbed Jun and zoomed all-round the roof dozens of times, he was moving so fast, it appeared a blue ring was forming at the top of the building.

To Jun, the whole world was spinning. For what seemed like an eternity, which was actually about 2 or 3 minutes, Jun had her head spinning. XLR8 then stopped and let go of Jun.

Jun may have stopped spinning, but her mind hadn't. She had completely lost focus. Jun then soon fell to the ground, completely dizzy.

"I can see your all tuckered out." XLR8 cracked. "So I'll be on my way." Before he could leave however. Another force had tackled him to the ground. He looked up and saw it was the same beast he blasted before as Heatblast. The Devil Beast roared in his face.

"Two words," XLR8 said "Breath mints."

During all this Jun recovered a bit, and looked in shock at the beast that had XLR8 pinned to the ground.

"How did I not notice that?" Jun criticized herself.

Suddenly, what seemed to be a giant pair of feet slammed into the back of the beast, knocking it off XLR8 and sending it flying to another corner of the roof. The assailant was revealed to be Rex having used his Punkbusters on the beast.

"Sheesh, got tired of waiting Tennyson?" Rex quipped.

"Hey, not my fault XLR8's super fast," Ben replied.

This sure caught Jun by surprise. Who was this now?

The next thing that happened a spot light was flashed on all of them, getting each of their attention. It was coming from a military helicopter. "THIS IS THE JSDF! PUT YOUR HANDS IN THE AIR!" a megaphone voice announced.

"Oh good the military." Ben said relived. "Now maybe we can…"

"ALL FOUR OF YOU, HANDS IN THE AIR NOW!" the voice boomed,

Ben and Rex each exchanged confused glances.

The next thing that happened, the Devil Beast recovered and launched off the roof straight for the helicopter. It clung onto the helicopter's front as it begun to spin out of control. The alien then smashed the window and grabbed the pilot and threw him out.

"NO!" XLR8 announced. He then slammed the Omnitrix symbol and changed into Jetray. He flew off the roof and caught the pilot as he was falling. He set him safely down on a different roof before flying off to try and catch the creature.

Rex, seeing the danger the now abandoned helicopter would cause if it crashed formed his Blast Caster on his right arm and shot it at the haul, which it successfully wrapped around. The immense strength of the tentacle-like whip was able to keep the helicopter from falling. He was able to slowly pull it up to the roof, where he set it down. He and Jun both exhaled in relief.

Rex then activated his Boogie Pack and followed after Ben as well.

Jun saw Jetray and Rex trying to chase the creature. Seeing how this guy saved a man's life and was now trying to stop the same monster that almost killed a woman and endangered several dozen bellow, she thought about what just happened.

"So maybe, he's NOT like the other Devil Beasts." Jun mussed,"But I still need answers." Opening up her wings again, she began to chase Rex and the two creatures.

Jetray was able to catch up to the Devil Beast with his superior speed. Rex then landed behind it with Jun. "I'm kinda busy right now lady." Jetray told Jun, not in the mood for another fight with her.

"I'm not here to fight you" Jun told him. "I just need answers."

"Like he said, as soon as we deal with this guy, after he got several people killed." Rex stated.

"Wait." Jetray interrupted. "You're NOT one of the bad guys."

"WHAT?!" Jun shouted.

"Why would you think I'm in league with that beast?" Jun asked. As they talked, the Devil Beast soon sprouted insect-like wings, enabling it to fly away.

Not letting the creature escape, Jun rushed straight at the beast, hoping to slice its wings off with her Devil Cutter. But the beast managed to maneuver out the way in time, and actually ram into Jun sending them both down into the streets below.

"On no you don't!" Rex shouted.

Jetray soon took off after the flying creature, with Rex also in pursuit.

The last picture looked quite a bit older than the others, considering it was in black and white. It showed what appeared to be the bodies of an older woman and a little girl, lying side by side, both torn to shreds. Scrawled on the picture, in untidy handwriting, was a note for her; probably from Sakazawa.

Maybe this will help you understand

This is what I lost, and in a way also what you lost

What took this from me is the same thing that caused your loss

Take my advice kid

Quickly Kazumi put the pictures away, not wanting to look at the gruesome scene any longer than necessary.

The message itself, though slightly strange, did make some sense to Kazumi. If he'd lost the same thing she had, and the picture was of his loss, then more than likely those two were his family. Maybe even a wife and child.

Then Kazumi's eyes widened as she followed that train of thought. 'And just maybe, he saw something like I did… maybe he wasn't able to forget it…. I know I never will. As much as I tell people I saw nothing and try to make myself think it…I never will forget.' That would explain Sakazawa's obsession with this monster business. In a way this made Kazumi sympathize with the man a bit more.

But in another way, the message made her slightly angry. The man's advice to her had been for her to 're-think her friendship with miss Fudo'. That was one thing Kazumi would never, under any circumstances, consider doing.

AN: I know Rex didn't get to do much this chapter, but he'll have plenty of opportunity kick butt in the next one. I hope the battle between Ben and Jun was to your liking. If you some of you have any suggestions on how I should progress with this story, I'm all ears. Until then, see ya!