I don't own Ben 10 or Senki Zesshou Symphogear. All are owned by their respected creators and publishers.

(Brainstorm)

Chapter 5: Training begins, Attack of the Muta-Noise

He activated his omnitrix once again and in his place was Upgrade. He then blorped towards Tsubasa and covered her like some liquid encasement. Tsubasa did not fight it she just let Ben do what he needed to do.

"Ben-kun?" Hibiki said in confusion on what he was planning to do.

At that moment the wielder of the silver gear had freed herself and saw what was currently happening.

Finally, after a few seconds, Tsubasa is adorned with a new armor. The new look of her armor was akin to a plug in suit, its color scheme was the same as Upgrade's, green and black and was showing a considerable amount of bust. Her hands were covered in metallic clawed gantlets and her feet wore were futuristically sharp boots along with latex knee socks.

Lastly at her back were butterfly like energy wings that glowed emerald green.

"Wh-what is this?" Tsubasa said in amazement while looking at her new get up.

"Amazing… you look like a goddess Tsubasa-san!" Hibiki complemented in awe at her knew form.

"What the hell!" The Nehushtan wielder said in bafflement.

"What did you do Ben-san!?" Tsubasa asked and in response Ben's head popped out from her shoulder, startling the idol.

"I just gave you an upgrade! So you ready Partner?" Tsubasa was silent for a moment before giving him a determined smile.

"Yes, I'm ready Partner!"

(Brainstorm)

2nd Division:

"Are you seeing this?" Sakuya said to no one in particular. Everyone was currently in shock at what Ben had done to Tsubasa's Symphogear even Ryoko was speechless at the ability that Upgrade displayed.

"What exactly did Ben do?" Genjuro asked, looking at Aoi who was monitoring Ame No Habakiri's condition.

"Sir, all I can say is everything just improved, speed, power, energy out putt, everything. Sir look, even Tsubasa-sans Phonic gain are increasing steadily." Aoi explained.

At the mention of the Phonic gain, Ryoko's eyes shot up and rushed towards the monitor to make sure what she said was right. Seeing that it was indeed increasing, she looked back at the monitor showing Tsubasa, Hibiki and Ben and back to the other monitor.

She could not hold the smile that she was urging to make. "My, my, Ben-kun. You're making it even harder for me to resist in probing the omnitrix. What more secrets do's it hold! Hehehe…" She exclaimed excitedly while giving of a creepy laugh causing everyone to shudder and feel sorry for out teen hero.

"I guess this turns the tides." Ogawa said gaining a node from Genjuro.

"It would seem so. Let us just hope they could capture her and the armor.

(Brainstorm)

Unknown location:

"Are you seeing this?" Cagliostro spoke in disbelief while her other companion in the room, Prelati nodded in silence.

"I didn't expect Tennyson to have a form that could sky rocket the Symphogear battle potential so easily and with hardly any draw back." She commented. Her worry was now more noticeable.

"And that bastard of a Lodge master didn't bother telling us about this form!" Cagliostro complained in an immature way. While Prelati's eyes narrowed at the mention of the Lodge master.

"He hasn't explained who Tennyson or Animo is, or who the so called benefactors are." This irritated the two. They were supposed to be informed about everything yet these anomalies keep on appearing. "He hasn't even said anything about Tennyson's forms. Are they monsters or some combination of different creatures?"

"Now that you mention it, Animo seems to know Tennyson. Do you think they are connected somehow?" Cagliostro deducted and Prelati placed her fingers on her chin and wondered.

"It's possible… but we can only assume, let's just discuss it with Saint-Germain later." She then turned back on watching the fight of the gear users and Ben.

Cagliostro just sighed knowing that they would find out eventually.

(Brainstorm)

Forest:

Back with our fighters, Tsubasa materialized two katanas and were surprised at their new look. It is more futuristic in look. Its hilt and guard were larger then it normally was and a large green gem is placed on its center. The blades on each sword were larger as well. The blunt sides of the swords were the same black metal as the hilt and guard while the cutting edges were pure green energy.

"Amazing…" Tsubasa breathe out, amazed at her new weapons. "Ben-san what did you do exactly?" At her question Ben blorped his head out again from her shoulder and explained.

"In short I just made your gear better. All the specs of it increased and the Phonic gain of yours won't drop. Plus all your attacks and weapons are boosted as well." Tsubasa was in complete amazement at Upgrades powers. She couldn't say a single word at this knowledge.

"I hope you two are done chatting!" Tsubasa and Ben turned and saw the Nehushtan wielder was already near them with her chain blade swung at them. Out of instinct Tsubasa parried the attack with one of her blades. The attack made contact and she noticed something.

"Was her attack always this week?" She thought to herself. She applied more force to her sword and she didn't expect to push back the silver haired so easily.

"What the hell!" The silver armored girl cried out while being launched back and skidding through the ground.

"Wow…" Hibiki said surprised at the sudden increase of Tsubasa's power.

"Okay… I didn't expect that kind of a power boost." Even Ben was stunned at the sight of just Tsubasa's swing.

The silver haired girl struggled to stand due to the strain she received from the attack. She was about to take stance again but found Tsubasa was already in front of her and was kneed through her stomach.

The air left her and again she was launched back a few feet. This time though she regained her footing midway and launched her chains to the combined duo.

Seeing this Ben activated a shot of green energy field that withstood the attack. Shocking its attack, she then charged again towards the duo and relentlessly attacked with her chain sword.

Tsubasa easily blocked and parried the attacks; she felt she wasn't even trying anymore. "The upgrade that Ben's form offered when he merged with my gear, it's simply amazing. I don't even feel any draw backs like usual."

After a while, the silver haired girl's sword chain was slowly chipping way. Tsubasa noticing this jumped a bit back and raised one of her katanas. "Emerald Flash!"

She sent her upgraded form of Azure Flash. The difference with her usual one is that obviously it was green, due to the fact it was Ben's form powering it. Second the sheer size of it was triple the normal one. Obviously, it was even more powerful.

The Nehushtan wielder stared in horror, not expecting such an attack from them. She tried to block, hoping she could withstand the incoming attack.

Too bad for her she couldn't. The attack had engulfed her and all she could do was to scream while the attack overwhelmed her.

It lasted for a while before the attack slowly vanished. Now they saw the Nehushtan wielder was on the ground. Her armor was still mostly intact but smoke was emitting from them. Her left armor, from her shoulder guard up to her gauntlet was completely gone while her right side was mostly intact.

She struggled to get back up but she fell to the ground again. As she fell the armor from the broken side started to move as if it was alive and repairing the damage. It was not a pleasant feeling for the girl as she screamed from the excruciating pain.

Tsubasa, Ben and Hibiki noticed and started to run towards the fallen girl.

She the three coming towards her and she grew slightly panicked. "No! I can't let them get me!" She told herself. Mustering everything, she moves her right arm that held her chain whip and pointed it directly at the incoming three.

"Nirvana Gedon!" A white energy sphere with black electricity crackling from the inside, formed from the tip of her chain. She launched her attack surprising the three that she still had enough to fire another attack.

"Tsubasa stretch out your hand and block it! Hibiki get behind us!" Ben ordered and the two did what he said without question.

As the Nirvana Gedon made contact with Tsubasa's hand, it stopped immediately upon contact. It can be seen that she was struggling holding back the ball of white energy.

Then the green circuitry in her gauntlet started to glow and the ball of energy began to grow smaller and smaller until it rested on her palms.

"Now crush it!" Ben instructed. She did as he said and the ball of energy shattered like glass. The three sighed in relief. They returned their sights on were the silver haired girl was but found no trace of her.

"So it was a distraction huh…" Tsubasa said while realizing the attack was meant on giving her a chance to escape.

Then a loud beeping sound came and Ben has separated from Tsubasa and transformed back to his normal form. He collapse on his back and was panting heavily and Tsubasa fell to her knees due to her wounds.

"Ben-kun! Tsubasa-san!" Hibiki rushed to the two worried at their current condition. At the same time, a car came; rushing to them and Genjuro along with Ryoko came out of the car.

"Everyone, are you alright!" Genjuro spoke while heading towards to Ben.

"No I'm fine, just exhausted. Go see Tsubasa she's the most injured." He said, Genjuro and Ryoko nodded and headed to the blue haired idol and carried her to the car, much to her protest.

"Hey Hibiki, can you give me a hand." Ben called out to Hibiki. She didn't waste any time and went to him and supported him to the car.

While helping him to the car she looked at him in worry. Never had she seen Ben like this. Every time after a fight he always seems fine like it was nothing. Right now, he was battered and exhausted.

She bit the bottom of her lip in frustration. In her mind, anger at herself was brewing. Her sempai is currently heavily injured and her hero was exhausted to near collapse, while she was barely in a battered state.

Ben took notice at Hibiki's current expression. He could tell that she was frustrated and to him it was obvious in what she was frustrated about.

He wanted to say something comforting to her but his state and the fact what he might say might just anger her even more; he decided to handle it another time. For now, their job was done, even though they let the bad guy escape, they had all got out in one piece.

(Brainstorm)

Unknown location:

"Hmmm this Upgrade form of his would be a major hindrance in the future." Saint-Germain said after witnessing Ben's abilities as Upgrade and what it offers to the Symphogear users.

"Yes his Galvanic Mechamorph is quit a considerable addition to their side." Animo commented and his mention of what Upgrade is caught Saint-Germain, Prelati and Cagliostro to look at him in realization.

"So you do know Tennyson." Prelati accused with narrowed eyes, while Animo gave her a knowing smirk.

"Of course I do my dear, but I'm sorry to say I can't revel anything about my connection to Ben Tennyson as said with my contract with your Lodge master."

That comment just irritated the three. It confused them why such information was being withheld from them. Animo started to exit the room but stopped and turned back to the glaring three.

"In a few days the first batch of the Muta-Noise will be ready and the fun will begin." He said his piece and left the room.

"I hate that bastard…" Prelati cursed, still angry with the mad scientist.

"I still can't believe he was able to merge the Alca-Noise with living creatures. He is a genius I'll admit." Cagliostro gave a complement, admitting the doctor's achievement was nothing small.

Saint-Germain said nothing. She was still in deep thought on what exactly is happening. Ever since Ben arrived in, everything went completely haywire. All their planes were completely thrown out the window and had to be revised just for one anomaly.

Also, asking the Lodge master of information on the teen hero, Animo and the so-called benefactors were in his words in a 'need to know bases'.

She sighed and calmed herself. She knew everything else would be trivial. As long as they could gain the divine power, and destroy the curse of Balal and remove oppression from humanity, it was all that matters.

This was their only path. They cannot rely on some miracle that a hero would come and save the day like the stories her mother told. She can't blindly hope, never again.

(Brainstorm)

Ben's room:

It has been a few days since the battle with the mysterious girl and Genjuro's explanation on the Nehushtan relic. During these past few days, Tsubasa was being hospitalized due to the injuries she sustained during the last encounter, which left him and Hibiki to deal with the Noise attacks.

They had handled the Noise like usual, but he noticed that Hibiki was not herself during this span of time.

Ever since they returned from the fight with the Nehushtan, she wasn't as lively and positive as she usually is. He knew that it was because she blames herself for barely doing anything to help during the attack.

Ben sighed; it is just one problem after another recently. "Not only did we let the bad gut get away. Now Tsubasa is hospitalized and Hibiki's completely depressed." He mumbled while massaging his forehead.

He stood up from his bed and went inside the bathroom to freshen up and getting ready for the day.

Since the shop was closed for the day, due to Boss Lady leaving for a few days, he had nothing but free time. So he decided with Hibiki to visit Tsubasa in the hospital.

"Hmm what should I bring for Tsubasa? I guess Hibiki would bring flowers for her, so what else can I bring." I thought. Since he knew what Hibiki would bring for Tsubasa, he should then bring something else.

An idea came to his mind. He went down from his room to the kitchen. Taking the ingredients he needed he started to make, what is to him the greatest beverage ever invented. "I'll bet she would love to try a smoothie."

(Brainstorm)

Hospital:

Hibiki was standing at the entrance of the hospital with a bouquet of violets at hand. She was currently waiting for Ben to arrive. She sighed still thinking about the incident the other night.

Just seeing the two give it their all while she sat at the background, makes her feel so useless, so inadequate. "I have to get stronger soon. I can't keep being a burden to Tsubasa-san and Ben-kun." She unknowingly clutches the bouquet of flowers a bit tighter causing it to crumple a bit.

"Hey Hibiki!"

She was brought out from her thoughts by Ben's voice. He saw the teen hero running towards her with three smoothie cups in hand.

"Sorry for taking so long." He apologies which Hibiki just smiled and accepted his apology.

"It's okay Ben-kun; I wasn't waiting for very long. By the way what are those?" She asked pointing the three smoothie cups he brought.

"Oh these? It's just a little treat for the three of us. Since I thought you would bring flowers I decided a little something different." He explained. "Do you think she will like it?"

"Of course! Ever since you started making them, everyone in my school would come to the Sun Flower to have one, even me! Tsubasa-san will love it!" She said still remembering the first time Ben introduced the smoothies he made with her and her friends.

Ben chuckled at her enthusiastic reply. "Well let's not keep Tsubasa waiting." Hibiki gave a cheerful node, her preview sullen mode was gone for now and the two proceeded to enter the hospital.

After taking the elevator up Hibiki and Ben are now standing in front of Tsubasa's hospital room. Ben was about to knock at the door but it suddenly opened and revealed the room that made the jaw drop in shock. Hibiki drop the bouquet of flowers, but by some universal force, Ben was still holding the three beverages he was holding.

"What…what happened here!?" Hibiki said looking at the room with wide eyes.

"Damn it… I knew the government was desperate for the Symphogear, but I never thought they would go this far by kidnapping Tsubasa." Ben said while greeting his teeth and his eyes narrowed dangerously.

"Come on Ben-kun we should-."

"What are you to doing?"

The two turned and saw Tsubasa standing behind them with a crutch on her hand. She was looking at the two in confusion.

"Tsubasa-san you're all right!" Hibiki said while leaping to hug the idol, which almost made her lose her balance.

"Man, glad you're safe. We thought you were kidnapped." Ben told her their assumption. She raised an eye brew, confused on why they would think that she was kidnapped.

"Why did you think that?" She asked while Hibiki had let go of her.

"Well I mean just look at your room. It looks like a tornado went through here!" Hibiki pointed at the messy room to emphasis her assumption.

Remembering her room's current state, an embarrassed blush started to form. Seeing her blush the two then realized what was the actually reason for her rooms messiness.

"Um Tsubasa-san, don't tell me…" Hibiki began, making the teen idol tremble a little.

"This… is how your room is usually, isn't it?" Ben finished. The blue haired girl was still trembling in embarrassment.

"Please get inside." Tsubasa pleaded the two and they did so as she requested.

When the door finally closed, the room fell into silence the two just stood there while Tsubasa sat on her bed, her blush still prevalent.

Both Ben and Hibiki did not know what to say. They never expected with Tsubasa's personality, they never would have thought she was a complete slob.

"So… you don't usually clean up your room huh?" Ben spoke to break the silence. Tsubasa sights turned to the ground, still embarrassed to answer the question.

"We-well I usually have Ogawa-san to do the cleaning…" She revealed, causing Hibiki to gasp at her.

"Tsubasa-san, you let a boy to wash and fold your cloths!?" She said in shock, making the blue hair idols blush deepen.

"Well I guess it's another aspect that makes Tsubasa who she is." Ben spoke, not sure what to say about the said topic.

"Tell you what I'll clean everything up for you. But I guess Hibiki can handle your…ah underwear. But I can clean up everything else." He offered and Hibiki agreed with his proposal.

"You don't have to do that its-." Tsubasa wanted to protest but Ben gestured her to stop.

"Nah it's okay Tsubasa. I want to do it and besides I'll be done in a sec with XLR8." Ben activated the omnitrix and selected XLR8 in the selection screen. He slammed the omnitrix core down but what came was not his Kineceleran form.

The new alien he took is of a height of an average human child. He has white skin, a black and white head, white face. His hands are large with four digits and his feet are merely stubs. He has three green fin-like growths on his head. He was wearing a jumpsuit, which was in the colors of green with black patches under his arms, green sleeves, and black ankles. This jumpsuit also seems to have a design based on the Omnitrix symbol with black triangles on the shoulders and green in the center. The omnitrix is placed on the center of his chest.

This is Ben's Splixson form he has called Ditto.

"Huh, Ditto? It's been a while since used this." He said in surprise, after not seeing this form for quite some time.

"Ben-kun… your…" He heard Hibiki speak. He turned and saw her expression that, by instinct, made him take a few steps back. Right now he couldn't explain what kind of face she was making. It was a dopey look, along with a creepy smile and he swears her eyes where sparkling.

"Uh… Hibiki what-." He wasn't able to ask when she suddenly glomp him and started to hug him uncontrollably.

"OH MY GOD YOUR SO CUTE!" She enthusiastically squealed in delight, while rubbing her cheeks on the teen hero.

"Hey Hibiki let go! I can't breathe!" Ben said while trying to break free from the girl's tight hug.

Then another Ditto immerge from the original and walked back a bit from the two.

"Hey help me stop her!" Ditto 1 said, but Ditto 2 gave him a look of uncertainty and started to walk back from them gaining distance.

"Sorry man but… every man for himself!" He said while trying to run, knowing that it was a futile endeavor to try and stop Hibiki. He was about to make a run for it but bumped on to Tsubasa who was standing right behind him.

"Ouch! Hey what gives?" He looked up to Tsubasa and his eyes widened as dinner plates. This was due to the fact that Tsubasa was looking at Ben the same way as Hibiki. A dopey looking face with a creepy smile and her eyes were sparkling brighter than Hibiki.

"Cute-cute-cute, so…CUTE!" She squealed and proceeded to smother the Ditto 2 in hugs.

Then a few seconds later a Ditto 3 emerged from the second Ditto and backed off to get some space.

"So yah… You guys can handle the two while me and." Three more Ditto's emerged form Ditto 3. "These guys get to cleaning."

They proceeded to start the cleaning taking no extra second to pat=y attention to the commotion.

"Wait you can't leave us like this, SAVE US!"

(Brainstorm)

About thirty minutes later all the Ditto's, save for the two who were trap with Hibiki and Tsubasa finished cleaning the entire room. They were actually done at about twenty minutes but they weren't able to merge back because the last ten minutes was spent by Ditto 3 to 6 watched Ditto's 1 and 2 still being smothered by the two girls.

When the last ten minutes past the omnitrix finally timed out and all Ditto's merged back and turned back Ben.

Now the three were drinking the smoothies that Ben had brought. But the problem was that the three were drinking in awkward silence. The two girls were embarrassed beyond belief after losing control on themselves. They couldn't believe what they just did to Ben. Ben himself was blushing due to remembering the soft sensation of their skin. He couldn't help it since two beautiful girls were hugging him tightly and he felt there, um assets, but at least they wereenjoying the smoothies.

Finally, Hibiki spoke to end the silence. "Sorry about earlier Ben-kun. We have no idea what came over us." She explained, still baffled at herself on why she had done that to Ben.

"I'm sorry too. Like Tachibana, my body just moved on its own. I only realized what I was doing when you turned back to normal." Tsubasa explained her part, but was still averting her eyes from Ben.

"Nah it's okay guys, it's just that you guys were pretty close and… I kind of felt some areas." He said while blushing himself.

The girls didn't say a word on what Ben was implying and they couldn't blame him. So they just drank their smoothies in silence again.

"So Tachibana, I saw the records and reports of your progress in fighting the Noise." Tsubasa started a conversation and gained the attention of Hibiki and Ben.

"Ah… yah." She replied rather halfhearted. Ben looked at her worriedly.

"It can easily be seen that you have improved greatly since you obtained Gungnir. Kanade would be proud of you." Tsubasa continued even though she saw the sullen look Hibiki had.

"Thanks Tsubasa-san but… I really didn't do too much. If anyone should be credited it should be Ben. He did most of the work." Again, Hibiki tried to declaim the praise.

"Tachibana…" Tsubasa tried to say more but stopped when Hibiki suddenly stood from her seat.

"Sorry, but I need to go to the toilet. So excuse me please." She then left the room in a hurry.

Both Ben and Tsubasa stared at the door closing. They stayed silent for a while before Ben started to sigh.

"She still hasn't moved on from the fight with that silver haired girl." Ben spoke, more to himself then to Tsubasa.

"The guilt and frustration she feels… I can understand what's she's going through." Tsubasa said with melancholy.

Ben stared at Tsubasa. He felt the same way as Tsubasa. Yet he can't think of any way to help Hibiki with her current dilemma. She lacked experience and all her encounters with fighting were on the field.

"Maybe if she could train, but I'm not really the teaching type. I could be her sparring partner, but that is all I could do for her. Maybe…"

He looked over to Tsubasa and the image of Genjuro came to his mind. "Hey Tsubasa, by any chance is Genjuro any good in martial arts?"

"Hmm?" Tsubasa hummed out of reflex, not expecting Ben asking her such a question. "Well, uncle is well verse in martial arts, why?"

Ben smirked at her answer. "I think I found a way to help Hibiki."

(Brainstorm)

Lynda Academy front gate:

The next day at the gates of Lynda Academy, Hibiki and Miku along with their three friends, Yumi Itaba, Kuriyo Ando, Shiori Terashima.

Shiori Terashima has medium length slightly curled blond hair with her bangs cut straight and honey brown eyes. She wears a white headband with a small bow on the left side and is most often seen wearing the Lydian Music Academy uniform.

Kuriyo Ando is a tall girl with short beige colored hair with a slightly longer strand on the left side of her face and pinkish-red eyes. She is most often seen wearing the Lydian Music academy uniform.

Yumi Itabais a relatively short girl with green eyes and medium length brown hair tied into two pigtails with pink ribbons. She is most often seen wearing the uniform of Lydian Music academy.

Currently the group of five were chatting happily while heading to the Sun flower.

"Hey isn't that Tennyson-san?" Shiori spoke out gaining the attention of the group.

Just as she said Ben was waiting at the front of the gate while leaning on his car. He saw the girls and gave a friendly wave.

"Hey guys. Sorry for coming out of the blue." He said while giving an apologetic smile.

"What are you doing here Ben-san?" Miku asked. Still in wonder why Ben would show up so suddenly.

"Well I'm here for Hibiki actually." He said causing, causing the girls to gasp while Hibiki, who did gasp as well, was sporting a deep red blush.

The girls that were in the vicinity heard what Ben had said and wild thoughts started to form in their heads, most of them murmured and were blushing at their shared conclusion.

"So sorry guys about taking Hibiki but we need to get going." He continued while clasping his hands together and slightly bowing.

"Eh, EH! But Ben-kun it's too sudden and we were heading to the Sun flower and-." Hibiki tried to answer but was cut off when Kuriyo butted in.

"Nah, its fine, we can always go another time!" She said while Yumi and Shiori nodded in agreement.

However, Miku was different. She was only smiling at the scene but it was not a normal or pleasant smile. It was as if she was a statue, just staring at Ben and Hibiki.

"Well then that's settled. Come on Hibiki, we might be late." He pulled Hibiki and helped her to his car and once he entered the driver side and drove off.

The group minus Miku waved goodbye to the two saying good luck to Hibiki.

"Well I guess we better head off." Yumi spoke and they were about to leave when they noticed Miku had not said a word or moved since Ben invited Hibiki.

"Um… Miku?" Shiori called out to her but she didn't even looked at their way. They grew worried and tried to shake her. "Hey, earth to Miku!" again, she did not respond.

"Hey! Miku get a hold of yourself! Come back! MIKU!" They continued. Hibiki's best friend did not respond to their desperate cries.

(Brainstorm)

In Ben's car, Hibiki was fidgeting on her seat while taking quick glances at him. He face was completely scarlet and her mind was in a complete jumble.

She didn't expect Ben to suddenly show up in school and planned to take her out. She was happy of course but her heart wasn't prepared yet. She kept thinking of what to say to him but sadly, she is still too flustered to think of anything.

"So Hibiki…" Ben started making the girl squeak in surprise and looked at him directly. "It's not a surprise that everyone noticed your depress state."

Her eyes widened on what he had said and slowly her emotion from being flustered went away like a light and was replaced with a troubled feeling.

"Ah come on Ben-kun I'm not depressed at all! You and everyone are just being paranoid." She said, trying to convince him otherwise, trying to show Ben her usual upbeat self.

Yet Ben did not buy it for a second. He stared at her and gave her a look that showed he was being serious. "Hibiki…"

At the mention of her name, her fake happy expression deflated and once again took on her troubled and depressed look.

"You… you wouldn't understand Ben-kun." She started while Ben decided to let her finish what she wanted to say. It was better for her to let it out.

"You're so brave and you can understand the situation and deal it with ease, you have so much power that no matter what's thrown at you, you deal with it and always end up fine.

You saved me, Kanade-san, Tsubasa-san and many others from the Noise. Not only from the Noise but may other problems, big or small.

While me… All I could do was hold you and Tsubasa-san back. I could not even summon my arms gear, when I'm being over whelmed by the Noise either you or Tsubasa-san would save me.

Back when we were fighting that girl. All I could do was watch… I hate being so useless!"

She screamed the last part and tears started to form. Ben just started at her for a moment. His grip on the steering wheel tightened. He always hated seeing Hibiki like this. He had enough of seeing it back when the families of the victims of the Noise attack were still harassing her.

"You know Hibiki; I went through the same thing you're going when I got the omnitrix for the first time." He started and this caused Hibiki to look at him in wonder.

"Like you Hibiki I really didn't know what to do exactly. I mean my first transformation was Heatblast I accidentally set a forest fire." He told her of his little accident, making her chuckle at the thought.

"HeHe, I can actually see you doing something like that." She said in between her laughs.

"My fighting style was the same as you when you started. Just fighting head on and beat the bad guys and call it a day. It worked most of the time, well against regular cannon fodder like drones and B rate villains."

He chuckled at his own explanation, reminiscing his old habits.

"But then Gwen and Grandpa Max started to help me train with my alien forms. They helped me use my forms in unorthodox ways and adapt them to my fighting styles. So the best way for you to get better is to train."

"Eh train? You'll train me Ben-kun?!"

"Well yeah me and…" He then stopped the car and gestured Hibiki to look out her side of the window. Her eyes widened at the sight of Genjuro, who was smiling at their direction with a determined and amused look. "Genjuro will be your main instructor."

The two got of the car and walked towards to Genjuro. Hibiki was still a bit doubtful about all this, but went along with it due to the fact that Ben seems sure of his decision.

"Yoh Hibiki-kun! So I guess Ben-kun had told you of our plan?"

"Uh yeah, but commander how can you help with my training?" she asked, confused on how the commander can help with her training.

Genjuro smiled at her question, he walked towards a rather large boulder that for some reason was placed near their vicinity. He took stance and took a couple of deep breaths with his eyes shut.

A few seconds past along with a gentle breeze. Genjuro's eyes shut up and thrust his fist at the boulder. At contact it shattered to tiny pieces and a shock wave continued on crushing a bunch of trees and the ground.

Hibiki just stood there in shock at Genjuro's display of strength. Even after Ben had seen this when he asked the commander of a demonstration he still had trouble on believing at his strength, strength comparable even to his heavy hitter.

"I guess that's good for a demonstration." He said with a similar cockiness as Ben.

Ben then placed a hand on Hibiki's shoulder, causing the girl to look up at him. "So Genjuro would deal with the bulk of the training while I'll be your sparring partner." He explained gaining the full attention of the wielder of Gungnir.

"So are you ready Hibiki-kun?" Genjuro asked Hibiki. She looked at him for a moment and then gave him a determined node.

"Yes! I'm ready for anything commander, no Master!" She yelled while pumping her fist in the air.

Genjuro nodded in satisfaction on Hibiki's answer, while Ben smiled seeing Hibiki back to her usual cheerful self.

"Looks like it will be a long week for us."

(Brainstorm)

City alleyway:

"Ah it's good to be out of the lab." Doctor Animo said while taking in the fresh air. It has been nearly more than a week since he finished the first batch of the Muta-Noise and now, the day is the days for his creation to be set lose on the city.

He brought out the same crystals that held the Alca-Noise, but the difference this time is that the red glowing core is now replaced with yellow core with small red electric crackles.

"Now time for a test drive." He tosses the crystals to the ground and they shattered. The ground glowed with the same color as the crystal core and the Muta-Noise slowly materialized from the ground.

Then Doctor Animo tossed more of the Muta-Noise crystals, again and again, until about fifty or so had been summoned. All the Muta-Noise's forms varied. From large cat like akin to lions tigers with huge saber tooth's to large rhino like creatures that seems to be surrounded with armadillo like plating.

Some took the form of a large bear with large serrated spikes like from armored crabs from it back. Some even took the form of reptile like creatures with insect like wings and legs.

Animo smile grew at the sight of his creation. He could only suppress the giddiness he is feeling. The very thought of the chaos his creations would ensnare the city with.

"Now my children run amuck and show the world the genius that is Doctor Animo!"

(Brainstorm)

On a rooftop near the alleyway where Animo was, two of the three commanders, Cagliostro and Prelati were observing the outcome of the Muta-Noise and to assist the Doctor if needed be.

"And it starts." Cagliostro said while watching the Muta-Noise starting their assault on the city. She narrowed her eyes at the destruction the Muta-Noise were doing. Cars were set ablaze, buildings were being destroyed and many bystanders were carbonized when the Muta-Noise made contact with them.

Over the centuries that she had lived, she had seen the atrocities that humanity had committed. Yet seeing innocent people die for a stupid reason as test-driving the new Noise left a bad taste in her mouth.

Prelati on the other hand felt little at the scene in front of her. To her this was a necessary thing in order to assess the capabilities of the Muta-Noise. So a sacrifice or two was a small price to pay.

"I wonder who would arrive first Tennyson or those gear users?" Cagliostro asked aloud, gaining the attention of her partner.

"We hope that the gear users would be first to arrive. Since Animo already predicted that, the prototype Muta-Noise would be dealt rather easily, since he said he had beaten much worse.

So in a way this is a test how the Muta-Noise would fair with the gear users."

At her answer, Cagliostro hummed taking in the information. Again, they knew nothing of Ben and all they could gain is the words of a deranged scientist and the lodge master.

"Ahh, this is really bugging me, who exactly is Tennyson? I'm going to have gray hair with all this thinking."

Prelati just ignored her partner and continued to observe the Muta-Noise. However, she did still ponder what exactly Ben is. She admits that he is an unpredictable wild card. A wild card that could ruin everything they had worked on for centuries and he has only been seen for the last two years.

"I hope Saint Germain can handle holding off Tennyson." Cagliostro spoke in worry for their leader and Prelati shared her concern. Saint Germain is a powerful alchemist, but Ben Tennyson was a foe they have never encountered before. So all they could hope for is that she could hold him off for as long as she can.

(Brainstorm)

Lynda Academy courtyard:

A week has passed since Hibiki started her training with Genjuro and Ben. In that short while she had learned a lot of fighting styles with the commander and thanks to Ben being her sparring partner she was able to practice it in real combat.

Ben had utilized his Tetramand form he called Four Arms, his Atrocian form he called The Worst to be her literal punching bag and his form he calls Kickin Hawk to train her in hand to hand combat.

On what Ben and Genjuro had said Hibiki had improved considerably. The news of course made her proud of herself and she was able to spend time with Ben. That part actually what made her even happier.

Right now Hibiki is with Tsubasa, who yesterday had finally have recovered from her injuries and has been released from the hospital. Together the two were in the courtyard and were heading to the 2nd division HQ.

Tsubasa gave her praise on Hibiki's result with her training and the ever-positive girl accepted it with delight.

It saddened Tsubasa that Ben couldn't come yesterday when she was released from the hospital. He was unfortunately stopping another bank robbery and saving people from a hostage taking.

She knew he needed to do his job but still she felt a bit depress about it.

Now the two were happily chatting away until their cells started to act up. Tsubasa was the first to answer her phone.

"What is it uncle?" She asked the commander, her voice lashed with seriousness. Hibiki took noticed and internally readied herself.

"We detected the Noise frequency, but…" Genjuro stopped at his explanation, he sounded unsure on what to say. The two girls raised a brow in confusion at the sudden pause of the commander.

"What's the matter?" Tsubasa pensively asked. A bit troubled with her uncle's out of character tone.

"Ryoko isn't sure, but she detected some abnormality with the usual frequency that the Noise emits. So prepare for the worst you two and be careful. Ben-kun will meet you at the location once we inform him."

"We will, let's go Tachibana." Tsubasa hanged up her phone and beckoned Hibiki to follow.

"Right!" The two then dashed off. Preparing themselves for whatever unexpected that they may face, but for some reason the two couldn't shake off the forbidding feeling that whatever they face will be nothing they have dealt so far.

(Brainstorm)

Ben was currently driving back from the market and buying the ingredients from the list Boss lady gave to him. He was supposed to be back thirty minutes ago but had stopped to buy chili fries and to his unfortunate had to deal with another robbery.

He was thankful to his boss that she was considerate with all the distraction he deals from his job. He actually gets an inkling feeling that she knows about him being the aliens that always shown in the news, but she never voiced any questions to him, so he was not completely sure.

Suddenly his omnitrix beeped, notifying him that there was an incoming call from Genjuro and immediately answered. "Hey Genjuro what's the problem."

"We detected a large number of Noise from this coordinates we are sending. We need you to go as soon as possible. Hibiki-kun and Tsubasa are already headed there."

"Alright I'll head there right aw-."

He was interrupted from his conversation with Genjuro when out of nowhere a huge pillar of what appears to be solid gold burst out from the ground in front of Ben's car. It had happened so fast that Ben did have enough time to react and crashed into the pillar of gold.

The front of the car was completely crushed and stream emitted from it. He got out of the car and coughed from the smoke.

"Ben-kun are you alright!" Genjuro asked in worry when he heard the loud crash. Ben coughed a bit more before answering.

"Yah I'm fine but my car is completely totaled." He wined a bit looking at the state of his car and for some reason completely ignored that large pillar of gold that suddenly appeared. Now he feels what Kevin go's through when his car keeps being destroyed.

"Were you attacked?" At the commanders question Ben could only laugh at himself. For what the commander just said, it was the most likely reason for this.

"That is the most likely reason. For as long as I've been fighting, this always meant to be a distraction and the bad guys hold be showing up right about… now."

As in queue Saint-Germain landed a few feet in front of Ben but she was wearing some short of metal masked with the Ouroboros symbol imprinted on it.

"Tell the girls I'll be late Genjuro. I don't think miss bad will let me leave so easily." He instructed Genjuro when he saw Saint-Germain. After all the battles Ben has gone through, he developed a six sense to gauge his opponents strength and on what he could tell from Saint-Germain that she was no third rate bad guy.

"I understand Ben-kun. Please be careful." He wished the teen hero good luck and hanged up.

The two stood there, just staring at each other. For Saint-Germain, she was patiently waiting for Ben to transform and make the first move. While Ben was waiting for the usual bad guy introduction and monologue. Seeing that it was not the case, he started up the conversation first.

"So… I guess you're not the talkative type huh? I have to admit it; it's rare for me to face someone who won't have a dramatic presentation and a cliché monolog."

Saint-Germain just snorted at Ben. What did he think this was a cartoon show.

"Well, at least I got a response from you. It's pretty obvious that you're meant to distract me so let's just go straight to the butt kicking." Ben said while activating the omnitrix's selection screen. He slammed down the core and the blinding green light appeared.

The form Ben had chose its appearance looks similar to that of a gorilla made out of building blocks. He has three main colors, which are red, blue and yellow, with black lines all over his body. He is mostly red and yellow with some spots of blue.

This is Ben's Segmentasapien from he has called Bloxx.

"Bloxx!" Ben yelled the name of his form and smashed his large fist to the ground creating cracks on the paved road.

Saint-Germain looked at Ben's form. She was somewhat surprised a form that could be mistaken to be made of Lego blocks. She has t admit it was definitely strange.

Taking the initial attack, Ben launched his right fist towards Saint-Germain. In response, she raised her hand and materialized a hexagram shaped energy shield.

They collided and a large echo was emitted. En eyes widened a bit from the shields durability and grimaced at it.

"This might take a while."

Chapter end

(Brainstorm)

AN:

So hey guys, yet another chapter has been made.

First, I want to apologies for the late update. Normal life had kept me away from making fic's and I started to watch Kamen rider Build.

Sadly, I won't be able to update for a while due to some unforeseen problems that I have to deal with.

I estimate I might bring the next update around in a month's time, at worst 2 months. So I'm sorry.

So R&R and I'll see you guys next time. Berserkerzero7 signing out.