"Kazumi!" Jun cried at the top of her lungs as she, Ben, and Rex all sped towards where the girl was lying. Jun's speed slowed only for a moment when she realized just who was standing next to her, but that moment was enough. Something crashed into her and she was bodily brought to the ground. She could feel claws scratching her arms and wings and quickly Jun threw off whatever it was and heard a thud a few feet away. When she turned she saw one of the ugliest beasts she'd yet seen. It was covered in black fur and had the face and ears of a bat. She could even see folds under its arms where wings would likely appear from.

"Jun!" Rex shouted as he went to help her, but was suddenly caught off guard as several of those humanoid crows the trio had faced earlier collided with the EVO. knocking Rex into the unforgiving ground.

"Hey! Get away from them!" Big Chill exclaimed as he used his freezing breath to encase the crow beasts in a solid blocks of ice while being careful not to freeze Rex, immediately freeing him from his captors.

"Hello you three, nice of you to join us." A very familiar and chilling voice called. The bat beast proceeded to maneuver itself between Jun and the pile of junk Kazumi and Satoru were situated on.

It took a few seconds for what he had said to register, but when she did Jun realized two things. First, Kazumi was awake and staring at her wide eyed and second, there was no was she could have missed what Satoru had said.

'Damn it to hell!' Jun screamed in her own mind. First Sakazawa's pictures and video and now this. Now Kazumi knew the whole truth. The only person truly close to her that had believed her human now knew… knew that she was a monster. "You bastard!" She rushed at the pile, but was stopped by the black furred beast. She only barely managed to escape being eviscerated by its talons.

As she met the beast tooth for claw Satoru looked down at Kazumi. Tears were now streaming down her face as she stared open mouthed at the fight. "So now you know," he said, repressing his glee to have one last bit of fun. "It's all that woman's fault you know. It's all her fault you're here. You should hate her for that, hate Jun Fudo."

"Don't listen to him!" Big Chill said coldly, "This little monster's trying to get in your head."

"I would hold my tongue if I were you, shapeshifter," Satoru glared," Unless you want this girl to lose her's."

While he didn't show it, inside Big Chill was gritting his teeth in contempt. Just who did this brat think he is?

"Ben! Look out!" Rex yelled as he saw a shadow looming above them.

Big Chill quickly turned intangible as Biowulf's claws swiped through him, "The master said that this Ben Tennyson would be strong. So far I am not impressed."

'The Pack?!' They're involved in this too?' Rex thought. This was bad, if the Pack was here then those two couldn't be far behind, "Ben, hang on. I'll-"

"Well I'm still up for a fight!" the voice of Skalamander shouted as he leaped towards Rex.

"Back off!" Rex exclaimed before ensnaring the lizard EVO with his Blaster Caster and tossing him away like a ragdoll. Before Skalamander could hit the ground, a red portal opened up from underneath him and the another one suddenly opened up above Rex as Skalamander laughed manically before he tackled him.

"Rex!" Big Chill exclaimed.

"Enough. We need to end this now Breach," said Biowulf as Breach appeared right next to him.

"Relax Biowulf," Breach smiled, "You're always in a rush besides, I've meaning to play with some new "toys."

Big Chill glared before tapping the Omnitrix dial, transforming into Swampfire as he charged towards the Pack.


In a sick sort of way it did make sense to Kazumi. Hell, everything made sense now. Why Jun had been so secretive, the people she was around, Sakazawa's concern and warnings…even the deaths of her parents. Everything had come together to form a horrible, yet inescapably clear tapestry.

Satoru's words had been spoken loudly enough so that they carried to Jun's ears. If anything her rage only increased and she clubbed down the devil beast in front of her with a closed fist, and then ran towards the pile. "You shut up!"

She didn't make it though. Searing pain irrupted from her back as Claes' claws pierced her back and dragged her away.

Kazumi blanched at the sight. Jun's blood was spilling from the horrendous wounds the beast's claws had caused, actually surprising herself. Why should she be so worried about the murderer of her parents? 'Because it's Jun!' One part of her mind told her, while the other part cried, 'you shouldn't. She's a monster, she killed your parents and who knows how many others.'

Currently Kazumi was caught between these two sides, her mind shocked into almost a stupor by what she'd learned. Jun was a monster… it was horrible to know. In fact part of her wished she still didn't know; that she never knew.

Jun turned and lashed out at Claes, knocking him away from her again with a well placed punch. Then she leapt on him. She had to kill this beast quickly if she wanted to reach Satoru and Kazumi. Unfortunately she'd moved with a little too much gusto and the bat-like Devil Beast flipped her overhead to crash into a pile of junk.

As both Devil Beasts got to their feet to square off, Kazumi started to sob. Part of her felt betrayed. How could she not? Jun had been responsible for all of this. The woman had been everything she'd wanted to be in life. The opposite side of her mind was attempting to snap her out of it, shouting as loud as it could in her mind that Jun was getting hurt not sixty yards away.

This second clash didn't go the way of the first. The bat-like Devil Beast bit down on the area where Jun's neck met her shoulder and grabbed both of her wrists. Jun struggled for almost a full ten seconds before she realized her strength was fading rapidly dear God, the Devil Beast was actually draining her blood like an old horror movie vampire. Her struggles became weaker and weaker until finally Claes brought her to the ground.

"Hold Claes," Satoru called as he seized Kazumi and dragged her closer to the two beasts. "I want to have a word with the traitor before she dies." Claes let go of Jun's neck, but kept his hold on Fudo's hands. Satoru deposited the high school girl roughly on the ground when he finally reached his destination. "Jun, can you hear me?" He received a weak growl in response. "Good, I'm glad to see you're not completely gone yet. You know it didn't have to end like this, but you refused to see the truth. Now before you did there's something I want you to hear. Girl, I want you to tell me how you feel right now, about all of this, about your parents, and most of all how you feel about Jun Fudo." His victorious smirk told the world what he expected to hear.

Kazumi let out a strangled sob. She wasn't sure how she felt; both sides of her were still at war in her mind. She was at a loss. One thing she did know, one thing that was clear in her mind and kept repeating itself was the fact she wished she'd never known. Kazumi wished she was… back at Jun's apartment, still living with her. She blinked, tears still sliding down her face. Despite what she knew now she still wished she was living with Jun.


Swampfire created two fire whips in his arms and flung them towards Biowulf and Skalamander, striking them both in the chest knocking them back. While Rex did his best to hit Breach with his random debris that he shot out with his Slam Cannon. It was then that the two heroes noticed Jun's current predicament, causing them to grimace.

"That doesn't look good," Swampfire said, "We don't have time to mess around with these bozos."

"What's the matter?" Breach smirked, "Don't you want to play?"

"Nope," Rex said seriously, "Time to light 'em up!" Rex built his Funchucks as he slammed them both together to send an energy blast at all three members of the Pack and sending them flying to the other side of junkyard, finally knocking them out.

"Come on, she definitely needs back up!" Swampfire shouted as he and Rex ran to aid the two young women.


Kazumi shook her head to try and clear her eyes of tears well enough to see clearly and looked at the beast Jun had become. She indeed recognized it; she had since the moment it appeared. While in beast form Jun was much larger and a dozen times more muscular, yet she still had obvious feminine curves, body parts, and brown hair still lined her head. Her eyes were gold in this form and slightly glazed over; probably the last part was a side effect of what Claes had done to her. But the eyes… there were still the same, despite their color change, both soft and predatory at the same time. "Jun," she whispered softly under her breath. So Jun had been the devil monster she'd seen when her parents were killed.

Had Jun really killed them? She hadn't been the one holding her father's body, nor had she been the beast in the living room with her mother's. In fact Jun had burst through the window and knocked the rat devil beast away from her. "Jun," she spoke louder this time. "Did you really murder my parents?"

Weakly the beast that was Jun shook her head, but was stopped when Satoru kicked her across the face. "They're blood's on your hands. They died because you lived. Do you deny that they're death's were your fault?" Jun looked like this was paining her, but she shook her head. "I didn't hear you?" Satoru cupped a hand to his ear.

"It was my fault." Jun said in a pained voice. "I'm responsible for their deaths. I'm so sorry Kazumi, for everything."

Kazumi's brain reeled as she absorbed this, then she realized something and started to speak again. "Jun, I… did you kill them with your own hands?"

The beast shook her head. "No, but the reason they died was me. Its my fault you have no family."

"You were protecting me, weren't you?" Kazumi asked, trying her best not to let her courage fail. Both Jun's and Satoru's eyes widened and they stared at her. "I… I wish I'd never found out about any of this. I wish none of this had ever happened. I don't know what to think or what to feel. I just want… I just want…more than anything I just wish I could go back to living with you. I don't care what you are, or what you've done even though I know I should. I just want to… live with you. You're the only person I have left Jun. I don't know what to think of all this, but I still…I still love you!"

Kazumi had admired Jun for a long time, been her friend for almost as long and come to live with her of all people after her parents died. Even though Jun wasn't blood she considered her the only family she had left. She'd said she wanted them to be like sisters and Kazumi had meant it.

"Oh very touching. I'd hate to part you two at such a bittersweet moment, so I'll be sure that you two are sent to hell together very soon. Claes, if you will please finish off these traitors, then kill the girl."

Claes chuckled, his new form making it sound more like a growl, but trailed off when he looked down at his would be prey. Jun's eyes were glowing, her pupils had become almost slits and the air began to feel charged with static. Blue energy and electricity arched from Jun and into Claes as she screeched at the top of her lungs, hurting the ears off all three present. The moment Satoru had ordered Kazumi's death something had snapped. Claes tried to react, but found with the electricity using his body as a circuit he couldn't. In seconds, little was left of the once famous 'bogeyman' but a charred husk, which Jun almost carelessly rolled off of her.

Satoru's eyes nearly bugged out of his head and only a quick leap backward saved him from being snatched by the very angry devil beast. His moth wings unfolded from his back and in an instant he was in the air. Once safely out of reach he looked down on the feral woman who was glaring at him. Thankfully she hadn't tried to use her wings yet. "Powerful as always,' he said under his breathe and shook his head. "I'll let you live this time Jun, but we'll meet again." And with that he sped away, making sure to leave while the going was still good. But then suddenly he suddenly felt himself freezing in midair. The demon child looked to see the shapeshifter having transformed into some sort of brown rock creature who was holding out a hand covered in green energy.

"Oh no you don't," Gravattack said darkly, "You're not getting off that easily."

Before Satoru could do anything, he felt the gravity increase a hundred fold as he was smashed against the ground again and again and again. The leader of the Devil Beasts groaned in agony, he had never felt such overwhelming power before.

"Now, you're going to tell us exactly what you know about Vilgax or so help me-" Gravattack's tirade was cut off as a red portal opened up underneath Satoru, whisking him to safety.

"What?! No!" Gravattack yelled before turning to see the other members of the Pack having disappeared, "Damn it!"

"Ben!" Rex shouted, "I think we have other priorities at the moment." The two heroes turned to see Jun still in a more feral state.

Kazumi opened her mouth to say something when Jun turned on her, eyes still blood red with fury. "Jun?" She asked hesitantly. With her arms and feet bound she couldn't get away even if she wanted to. The beast stepped forward, putting them well within touching distance. Jun bent over the trembling girl, teeth unfurled, and sniffed loudly in Kazumi's face as though she were smelling her. Then she reached down and ripped away Kazumi's bonds and cradled her almost protectively. "What are you doing?"

Slowly the red light faded in Jun's eyes, her grip relaxed, and her eyes became their normal, for her beast form that is, gold color. "Kazumi, I'm so sorry." She said softly as tears formed on the edges of her eyes.

The high school girl, as could be expected, didn't quite understand everything that had just happened, but she understood enough and reached forward. With one hand she wiped away the beast woman's tears, then with both she wrapped Jun in a hug. "Please," she said in an almost childish voice, "Let's just go home."

"That sounds like a good idea."

Both Jun and Kazumi turned around to see a now non-transformed Ben and Rex walking up to them, "I think we all have a lot to talk about considering how some old 'friends' of ours are involved in this whole mess too."

"And the kind of threat your world now currently faces," Rex said in a serious tone.

Jun was surprised by their statements and Kazumi's reaction, but she too understood. They could talk later. There was a lot Jun would have to tell her and whether or not she could fully trust these two strangers, but now wasn't the time. Gently Jun picked the girl up, whom still kept both arms wrapped around her neck, shifted her so she'd be comfortable, unfurled her wings, and leapt into the air with Ben having turned into Jet Ray and Rex forming his Boogie Pack flying right behind them. Though she was weakened by the fight she had more than enough strength to get them back home, back to their home. It was odd, Jun thought, that thinking about it as 'their' home instead of 'her' home made her feel so much better about returning there.


AN: It's been a while since I updated, apologies for the wait. But since everyone else released new chapters of their Ben 10 stories I felt the need to do the same. The next chapter will have things diverge a bit from the anime, so stay tuned for that and I'll see you all next time.