AN: Here's another update.

Once upon a time he was your normal average man, once upon a time he could have been called anything but a monster. Of course he couldn't have been called remotely human even before he'd become a beast. He'd lost that part of himself long before his physical transformation. He'd once had a real name, Quincy Claes. Now he was known as 'the Bogeyman', the nickname he'd chosen for himself based on his career choice. And the name had grown infamous as had his reputation as a child murderer and kidnapper.

But even he was cowed by the one in front of him. Satoru, though only a boy in looks, was more of a monster than he would ever be, and was much more powerful. "Hello Claes," He said in that sickening voice of his, "How's life been treating you, well I hope?"

"Why did you wish to see me?" Claes growled, though he was still in human form. He tried to sound like he was in control of the conversation, though more for his own ego than anything else. Satoru would likely see through it.

"Because I have need of your particular skills; I'm very fortunate in fact that one of your profession is in my service, don't you think? The bogeyman, a professional kidnapper and wanted serial killer. To think I'm speaking to a celebrity. I have a problem, no doubt you've heard of the beast by the name of Jun Fudo?" Claes nodded. "I've deemed it finally time to deal with her and get her out of our hair. The HA's getting to be too much of a thorn in my side. However without her, they're nothing at all. Course I could kill her in any number of ways, but this is the most suitable. It is not her that I'm sending you after though. This is your target." Satoru reached out and handed the 'bogeyman' a photograph.

Claes was surprised to see the girl in the photograph was high school age and dressed in a uniform that denominated the same thing as her age. She had short brown hair and green eyes. Very cute if he cared about that kind of thing, "Who is this?" Claes asked, almost leering down at the picture.

"The girl's name is Kazumi Takiura; she's a teen model if you couldn't tell already. Oh, did I mention she lives with Jun Fudo? Her parents were murdered not long ago and being as 'generous' a person as she is, she took the girl in, who also just happened to be a close friend of hers." The way Satoru said it made the whole thing sound rank with something sinister.

"Did she kill the girl's family herself?" Claes asked, referring to Jun. Satoru shook his head.

"No, but she as good as did so. I had them killed as punishment for her betrayal. Yet she's still on the HA's side, so this time I'll have to be forceful." Satoru's grin was offsetting even to Claes. "But I believe this situation should be handled delicately. On the back of the picture is an address, hotel name, and a room number. There you'll find the girl. Take her to the meeting place also written down, alive and mostly unharmed."

Claes growled. "Why not just allow me to kill the traitor, this Jun Fudo. I'm no weakling."

"And neither is she." Satoru replied, cutting off the argument before it even started. "I have something else in mind for her, the shapeshifter, the one who can manipulate machinery, and that troublesome journalist who seems to have taken an interest in her. Should that not work you may very well have your chance. However the girl must live until Jun is dead. Do you understand?" Claes nodded. "Good, go get her then."

'This is the place,' Jun thought as she stepped out of the car and looked at the large house in front of her. The neighborhood and the house were both grey and desolate now. No cars, very little light. This wasn't a nice neighborhood though it looked like it may have once been.

The house itself was large and looked the same as the neighborhood around it, like it once held some kind of great light or happiness that died out a long time ago. It was large and had two stories, meaning the family who owned it had been at least somewhat well off.

The model closed the car door and approached the entrance of the house. When she reached it she knocked on the wooden frame and called out, "Hello is anyone here?" No answer. "Kazumi?" Still nothing.

Jun reached down and tried the handle. The door swung open. Someone had left it unlocked. "Hello?" She called again as she stepped inside and closed the door behind her. "Where are you?" Again no one answered her call. She'd stepped into what appeared to be an entrance hallway going towards the main room, while another part went up what appeared to be stairs. Deciding to try the downstairs first, Jun walked down the hallway and entered the main room.

It was huge, seeming to be made up of a living room, dining room, recreation area, and several doorways that led off into separate rooms or hallways; she wasn't sure which. The last feature she noticed was the kitchen that connected to it. In the living room half there appeared to be several chairs and even a large couch. On the other side was a dining room table with several chairs and between the two sat a large piano. Unlike the rest of the place the piano wasn't at all dusty, instead it appeared very well cared for.

Jun approached it slowly, her eyes still taking stock of the place. "Kazumi?" She called again as she did so, knowing full well only silence would reply. She noticed that one section of the wall was dominated by a large sliding glass door leading outside into the back yard. When Fudo reached the piano she ran her fingers over the keys, which were laid bare.

She wasn't sure what she should do. Jun was scared to death Kazumi might be hurt. The last thing she wanted for the girl was for her to be hurt again. She'd already been responsible for bringing so much pain to her friend already she didn't want anything more to befall her; especially when it wasn't even her fault! It was all Jun's…it was all hers and she knew it.

"Like it," A gruff voice called from behind her, causing Jun to snatch her hands away from the keys and whirl around. "My daughter used to play it, while she was alive." She recognized the man speaking. He was the same bum she'd seen her manager and Kazumi talking to before. Although this time he was better dressed, though just as unshaven as before. He was standing in the doorway she'd just come through. More than likely he'd come down the stairs after she'd entered and up behind her. This had to be Sakazawa.

Ben's Universe

Gwen Tennyson couldn't think straight, not with her cousin Ben missing in that other universe. She needed to do some meditation, like Grandma Verdona taught her to do. Anodites need daily meditation, that's what she'd said. 'You can't hope to control your mana unless you control yourself.' At first, she'd thought that just meant controlling her temper, but over time she'd come to realize it meant controlling everything about yourself.

She was right in the middle of the meditation when Grandpa Max walked in the room. "Sweetie, I have bad news."

"Is it about Ben?" she asked, hopping to her feet.

"I'm not sure, but it could be related. The Plumber transport that went to find Vilgax after that last battle between him and Ben, they never came back."

Gwen's eyes widened in fear. "No... No, no, Grandpa, I was there, there's no way Vilgax could have come back from that. Ben..."

"I know, Gwen. It was a sacrifice I was sorry that Ben had to make at such a young age. It's never easy killing anyone, even someone as evil as Vilgax. I should know, I tried to do it twice."

"Grandpa, do you think Vilgax went to the universe that Ben's in now?"

"I don't know, but I'd be surprised if Vilgax wasn't going after Ben, even if he's still in this universe."

Gwen felt herself slump back down onto the floor, more frightened for her cousin than ever. In their last battle, Ben nearly killed Vilgax when he used Ascalon to absorb Diagon's essence and all the powers the warlord had stolen into the weapon. If Vilgax could have survived that and regain his former strength on top of that, then he might truly be invincible, just like he boasted every single time they fought. Every nightmare she'd ever had in her life paled in comparison to the possibility of Vilgax still being out there.

Gwen slipped back into meditation mode, searching metaphysically for someone that would be able to help them—Professor Paradox. The Time Walker should be able to find Ben no matter where in existence he was. In fact, that he hadn't shown up already was a big surprise. Then again, he never showed up at all when Ben went on that unexpected field trip to Rex Salazar's universe, maybe the professor was a little slow on the uptake sometimes. It had to be hard keeping track of things when you've experienced everything since before the dawn of time and long after the end of the universe.

There was a knock on the door. She'd been so invested in trying to contact Paradox that she hadn't seen Grandpa Max leave or close the door. She opened the door to see Kevin Levin standing there, an odd look on his face. "We got a visitor."

"Are you Sakazawa?" Jun asked, her eyes glued on the large man. He was wearing brown pants and a similarly colored, musty overcoat over a white button-up shirt. Overall he was only slightly better dressed than when she'd seen him disguised as a bum.

"Yeah that's me. I wish I could say it's nice to finally meet you, but its not." He spoke with a gravelly voice; one that matched his face very well. "But I suppose I should be polite enough to welcome you to my home, or rather to what used to be my home."

"So you're the one who gave Kazumi the tape?" He nodded. "And the pictures?" He again nodded. "Where is she?"

The man plopped down on the couch and sighed. "You know I used to live in this house along with my wife and kid. It was decent sort of neighborhood then. Everyone knew everyone else and the kids could even be out after dark in safety."

"What have you done with Kazumi?" Jun reiterated, raising her voice. She wasn't sure what he was getting at and she really could live without knowing. All she came for was her friend.

"But then wile I was working late one night, both my wife and my daughter were murdered. It was the day of my little girl's birthday no less and not a week away from a big piano recital of hers. After my wife and Yurika died the neighbor's scrambled to leave, considering the killer was never caught. No one really comes up here anymore besides me, and I think they all tried to do their best to forget about it. The most my family became to them was a ghost story. I've even heard printed on the internet somewhere that the spirits of a mother and daughter still roam the place, looking for the father who never came home. Utter nonsense really, but I can't just let the house go or let what happened drop, not like everyone else."

"I don't care about your problems; I didn't come here for that! Now where is Kazumi?" Really Jun felt some sympathy for him, or rather she would have if it had not been this man who'd revealed Jun's world to her roommate then kidnapped her.

"You've got a one track mind, don't you?" Sakazawa stood up, yawned, and headed over to the sliding glass doors. "Come on, let me show you something. Then you'll begin to understand a little bit better."

After he slid them open he stepped out into the night, followed hesitantly by Jun. When she first got out her eyes had to adjust, which they did very quickly considering what she was. When they did though she gasped. Tied to a wooden pole driven into the ground was a person. "Is that Kazumi?" She cried, worry evident in her voice.

"No, take a closer look." Jun did, and realized it was a man, dressed in street clothing and trying desperately to free himself from his bonds. "He's just your ordinary, taxpaying, drunkard. I was extremely lucky to stumble across him. You know why?" He pulled a piece of dried beef jerky from his coat pocket and tossed it near the man. To Jun's horror he screamed as his stomach split open, becoming a toothed mouth, which stretched forward and devoured the jerky before returning to normal. "Or at least so he appeared."

"Why would you keep a beast tied up like that?" Jun asked, unsure of what to make of the situation.

"He's the perfect tool to expose your kind to the rest of the world. I'm tired of cover-ups, of people laughing when I tell them the truth. And most of all I'm tired of seeing people be hunted by your kind. If I have my way no one will suffer like I have at the hands of a beast ever again. I'm going to reveal you creatures to everyone."

Now Jun understood. This man was out for revenge, and all because a beast had killed his wife and daughter. What she didn't understand was why he brought her here, or why he'd kidnapped Kazumi.

"And you're going to help me do it." A brilliant flash of light nearly blinded Jun, causing her to cover her eyes as she heard the tell-tale clicks of cameras. "You're going to help me show everyone exactly who the enemy of mankind is." Jun opened her eyes and for the first time realized the yard was littered with camera equipment. Sakazawa even holding a small flash camera himself. "Now, smile for the camera."

"No, stop!" She started to panic, still shielding her eyes from the now flashing cameras. This was exactly like her first encounter with a beast. "Don't take my picture!"

"Why don't you pose for me?" Sakazawa's voice cut through the panic that was starting to engulf her. "You are a model after all. So be a good little girl and transform. Let's show everyone what you are, a killer.

"I'm not a killer," Jun started to sob. "I never wanted to be. I never wanted to hurt anyone!"

"You lie," Sakazawa's personal camera flashed as he advanced on her. "you killed Kazumi's parents didn't you?" Jun shook her head feebly. "And that high school swimmer friend of yours, and that model too! You killed them all, didn't you? You even want to kill me right now."

"I don't! I never wanted to become a monster." By this point Jun was all but hysterical. The situation was all too much. The only thing that kept her from losing her head completely was that, if she did, she'd become a monster again. That was the last thing she wanted. Hell, that was what had started the whole damn mess. No one would have gotten hurt, not Kazumi, not her parents, not Aoi, not anyone if it hadn't been for her. She wanted so badly to stop the pain, to stop others from being hurt. 'He's not righteous.' Jun yelled in her own mind. 'Remember he kidnapped Kazumi. As much as you might agree with him he still threatened her.'

"I'm surprised Kazumi lived so long under your care. Were you planning on killing her after you…" But his tirade stopped as he was suddenly knocked down into the ground by a blue and black blur causing Sakazawa to drop the camera, much to Jun's surprise. Then blue veins covered the surrounding cameras as they instantly short circuited. The blur was revealed to be XLR8 and the one who disabled the cameras was Rex who casually stepped out of the shadows, "Hey," Rex greeted, "Mind if we cut in for a sec?"

"It's you two! From last night," Jun exclaimed, not expecting to see the two enigma that she had encountered before.

"Don't worry, we're on your side," XLR8 replied as he turned back to normal in a green flash of light.

"We heard everything, we got your back," Rex assured as he gave Jun a grin and a thumbs up.

"So, you really were planning to kill me all along, judging by your two friends over here," Sakazawa sneered as he got up.

Ben glared at the journalist as he got ready to activate the Omnitrix if things got too heavy, "I would step back if I were you, this doesn't need to escalate any further."

"No! Her kind needs to be exposed for what they really are, just a bunch of mindless beasts," Sakazawa snarled.

"I'm sorry for what happened to your wife and daughter, I truly am," Ben sympathized, "But would they really have wanted you to ruin someone else's life? Is that how you want to honor their memory?"

"Shut up!" Sakazawa shouted now, "You don't get to say that!"

Before anyone could say any further, a strange, almost haunting melody of piano music started to play. It could be heard coming directly from inside where the piano had been sitting.

"Yeah, that's not creepy or anything," Rex quipped.

"That song… I've heard it before…Yurika!" He tried to run inside, but Jun stopped him with one hand.

"Wait," She hissed, shaken out of her haze by the sound of the music. "That can't be your daughter Sakazawa. You told me she's dead."

"She's right you know," The music stopped and a silky, snake-like voice called out from inside the house. A figure appeared in the doorway of the still open sliding glass door. "The dead don't come back at the beck and call of a mere mortal. The afterlife's their home from now on."

"And just who the heck are you supposed to be?" Rex questioned, a bit caught off guard by the appearance of a boy who looked like he was still in elementary school.

Jun gasped. "You're that boy." She remembered him. He had the same slanted eyes, brown hair, and even the same clothes on as before. He'd been the one who'd threatened to kill Kazumi, and ended up having her family killed instead. He'd also turned into a moth and he'd…Jun let that thought trail off. In addition to being a traitor to what she was, he'd accused her of something much more personal.

"Long time no see, Jun and you must be this Ben Tennyson and Rex Salazar I've heard so much about." The greeting, though outwardly jovial was laced with a cold and dangerous tone. "And greetings to you as well Sakazawa. I really should thank you for bringing these three to such an isolated spot and for putting that poor girl right where I could find her. You've made things so much easier for me."

"What?" Jun opened her mouth to say just that, but Sakazawa beat her to the punch. "Do you mean Kazumi?"

"Yes, I do. A very clever plan indeed, yours was. Not that I can let you implement it, however amusing the show you've made is. Just so you know Jun, he never really had her at all, he just got her out of the way and used her as an excuse to bring you here. Just though I'd let you in on the secret. You won't tell anyone will you?" His grin made him look completely mad from the model's point of view. It showed every unusually sharp tooth he had in his mouth.

Jun turned to Sakazawa. "You didn't kidnap Kazumi? She demanded an answer. If it was no, then the girl was in the hands of someone much worse now.

"No, I just sent her to a hotel on the other side of town. Didn't want her any more involved in this. I also left money and a note telling her to stay there the night and use the cash to further her own independent living. I was after you not her."

"Yes a very human thing to do; not living up to one's threats and bluffs. Fortunately I'm not human and don't share that weakness. It was easy to catch her and now I hold the advantage."

"Where is she?" Jun was getting tired of asking that question. She just wanted Kazumi that was all.

"Do you remember passing a junk yard on your way here?" Jun nodded hesitantly. "She's there and very much alive; so don't worry your pretty little head about that. She's waiting very patiently with a friend of mine. When I'm done with you four I'm going to head over and say hello, then kill her." Fudo's fists clenched. "After I tell her just who's at fault for all of this and who you really are."

'I can't transform,' Jun thought, forcing down the beast. 'Not in front of Sakazawa,' She wasn't sure if he had any backup cameras around, but she'd have to wait.

"You know old man, I knew your daughter once. I used to be her little playmate." Sakazawa blanched. "She was so lonely because daddy wouldn't spend time with her. Then you know what, one day she said I was scary. So I killed her."

Ben and Rex looked on in horror, 'This kid...he's nothing but pure hate!'

"You," Sakazawa stared disbelievingly at the small boy in front of him. "But you're just a kid."

"Poor fool; he doesn't realize I'm a different life form." Jun wasn't sure who he was talking to with that statement, but she was sure of one thing. He was completely insane.

Ben felt anger consume him as he clenched his fists. Kid or not, he wasn't going to let him get away with this.

Rex wanted to teach this brat a lesson he wouldn't forget. No one gets away with killing innocent people on his watch, especially when it's little kids.

"You sick little bastard!" Sakazawa yelled and Jun had to stop him from rushing forward straight at the diminutive beast.

"I'll kill you too," Satoru snapped his fingers and a loud ripping noise sounded from behind.

"You caught that beast too easily." Jun said softly as they turned back to what had been until then a tied up street bum. The mouth at its belly was still there, but the rest of it had become a red-skinned bloated, disfigured, clawed monstrosity that now towered over the four of them.

"You lot seemed so anxious to play with each other a moment ago; so don't let me spoil your fun. I only wanted to play too." With that the child laughed.

AN: Next chapter will have things turn out a bit differently than the original episode of the Devil Lady anime and we'll see what has been going in Rex's universe since Vilgax invaded it. So stay tuned.