Ben 10: Dragon God of Life

by DragneelGiant96

Ever since he was 10, Ben Tennyson has been having dreams of strange creatures, strange events...and a strange green dragon. No one can explain them; they're a mystery. But when he attends Kuoh Academy, he learns that there's more to his dreams than he realizes. Powerful, original version of Ben Tennyson. OOC and AU. Rated M for swearing, violence and DxD nudity. [Ben x Harem]

30. The Rating Game: Gremory vs Sitri

AN: Hey, guys and girls!

It's time for me to finally release this chapter that (hopefully) you've all been waiting for. Apologies for the space between this chapter and the last but a whole lot of real life got in the way…as well as a few video games that came out that I got lost in for a while (namely Gothic Armada 2).

Anyhow, it's finally here for you all.

It's finally time for the rating game between Rias and Sona. It was quite a gap between writing the last chapter and this one so I'm sorry if the fight scenes are a little bland. Please let me know in the reviews if you have any suggestions. I'll remind you though that I'll only listen to reviews that offer constructive criticism.

Hope you enjoy.

. . . . . . . . . . . . . . . . . . . .

Gremory Manor, living room

After returning to Rias' family home, they were immediately greeted by Sirzechs and the other leaders of the new alliance who were waiting for their return with both anticipation and trepidation. Ben returned Mjolnir back to Odin who reported that Loki had successfully appeared in the prison cell specifically designed for him and was awaiting interrogation.

The All-Father's expression, along with the other leaders', turned from one of victory to a collection of stern and serious faces when Rias and Sona reported Loki's last words before he was imprisoned, specifically the part about Loki's mysterious master.

"This is troubling news indeed," Odin grumbled, stroking his impressive beard with concern before standing up from his seat. "I must return to Asgard and begin questioning Loki immediately. We need to find out who Loki's master is before they make their next move. Whoever they are, they must be incredibly powerful for a god like Loki to willingly serve them."

The other leaders agreed with the Norse All-Father who, with his piece said, thanked Ben and the others for their assistance in preventing a potential diplomatic crisis from happening, bid the other leader's farewell with the promise they'd be the first ones to be informed of any developments with Loki, and then left the room with Rossweisse following in his wake, closing the door behind her as they left.

With Odin's departure and nothing else to discuss, the other leaders all agreed to call it a day and return to their subordinates and update them on what happened. Like Odin before him, Michael also thanked the group for their help in resolving the Loki problem before leaving through the same door the Norse god had gone through with Gwen hot on his heels after saying a quick goodbye of her own to Xenovia and Asia before closing the door behind her just as Rossweisse had done before.

"Now, the rest of you should rest up after what you've been through," Sirzechs said with a warm smile as he and the other Devil Kings rose up from their seats. Asmodeus and Beelzebub left the room while Sirzechs and Serafall stayed behind, approaching their little sisters. "Only the higher ups were made aware of your fight with Loki and we intend to keep it that way. There's no need to worry everyone by saying that a war was almost started with a powerful Norse God. To keep this secret though, we need the Young Devils Rating Game to go ahead as scheduled to avoid suspicion..."

"…and you two were the opponents in the first match," Serafall finished for the crimson-haired Devil King. "We hope it won't be too much to ask if you could proceed with the Rating Game."

Rias and Sona glanced at each other at their older siblings' words for a few seconds, a silent conversation seemingly occurring between them. Rias then cast her glance over her shoulder to Ben and the rest of her peerage who were standing behind her and gave them a subtle, questioning glance.

"What do you guys think?" she wordlessly asked them with her eyes. Ben realised and understood the importance of continuing with the game as if nothing had happened and why Sirzechs and the other leaders needed the people calm and ignorant of Loki's plans to start a second war on top of the war against the Khaos Brigade. With all this in mind, Ben simply gave the crimson-haired heiress a small smile and nodded his head slightly, an action which was copied by Kiba and the girls almost immediately after he did so.

Rias gave her peerage a warm smile before turning back to face her brother.

"Well, I don't know about Sona, but my peerage and I are more than willing to participate in the Rating Game," she declared confidently, casting a quick glance towards Sona who folded her arms under her chest as she glared at Rias in a friendly but competitive manner.

"Oh, we are more than ready to take you down, Rias," she retorted with a smirk adorning her bespectacled face.

Rias was about to return Sona's banter with some of her own when Sirzechs cut her off.

"That's good to hear," the crimson-haired Devil King said with a smile. "We were able to delay the game by a day under the story that you were recovering from the Khaos Brigade's attack on the party. This will give you tomorrow to prepare however you want for the Rating Game the day after. For now, though, you should all get some rest. You've been through a lot today."

"Of course, Lord Lucifer," Sona said politely, bowing her head respectfully. "I'm grateful for your concern for our wellbeing." The Sitri heir then left the room, Tsubaki and Saji following at a distance as Serafall clung to her little sister and began bombarding her with questions about her wellbeing, much to Sona's embarrassment.

"You and your peerage should go too, Rias. I'll go thank mother and father for allowing us to use their living room for our meeting," Sirzechs told his little sister before the two siblings bid each other goodnight and left the room through opposites sides; Sirzechs to go find their parents, and Rias who, along with her peerage, entered the residential part of the mansion where their rooms were, eager to sleep off their weariness from fighting a God.

---

. . . . .

Gremory Manor, Ben's room

(Later that evening)

"Be frank with me, Azmuth; what happened to me?" Ben asked, looking at his reflection in the mirror of the en-suite bathroom attached to his room.

He had finished his usual night-time rituals before bed and now stood bare-chested before the large bathroom mirror, his hands resting on the rim of the wash basin as he spoke to Azmuth through their telepathic link. He had planned to wait for Azmuth to explain what happened to everyone when they gathered together tomorrow to discuss the Rating Game. However, he couldn't wait until then, mainly because he suspected that Azmuth already knew what had happened to him and, by his attempt to turn their attention away from it, it was something particularly bad.

He heard Azmuth's deep sigh through their mental link and, after refusing to speak for a few seconds, the ancient dragon's voice echoed through his head.

[I don't know,] he said simply, surprising Ben.

"What? How can you not know?" Ben asked, ensuring he kept his voice low enough so that he wouldn't be overheard.

[I don't know,] Azmuth repeated before continuing. [I've examined every part of my Sacred Gear, and Ddraig examined his too, but neither of us could find out exactly what happened to you. By all accounts, Fenrir should've destroyed you…but somehow, you survived….]

[…but it wasn't without cost,] Ddraig added before Ben could say anything.

"what do you mean?" Ben asked, concern growing at their tone.

The pair of them refused to answer Ben at first which only heightened his anxiety.

[There's no straightforward way to say this but I…I sensed a significant decrease in your life-force after you returned,] Azmuth finally revealed solemnly.

"Ok…," Ben sighed apprehensively, not looking forward to the answer to his next question. "…how much are we talking about? A hundred years? A thousand?"

[Half.]

Ben stared at his reflection in the large mirror for a while as his mind struggled to process the simple word Azmuth said and truly appreciate its significance. He didn't know how long he stood there staring at his own reflection, but it was Ddraig who brought him out of his stupor when he asked if he was okay.

"what?" he breathed quietly. He must've misheard what Azmuth said.

[I'm sorry, kid. You have lost half of your life-force,] Azmuth repeated for him.

Ben pursed his lips and glanced down for a moment to collect himself before looking back into the mirror, a determined expression on his face.

"We can't let the others know," he told them firmly. "I'll tell them what you told me but there's no way I can tell them half my life-force just vanished."

[As you wish,]Azmuth grumbled reluctantly as he and Ddraig slowly withdrew their consciousness' deep within their Sacred Gears to sleep and leaving Ben alone with his thoughts which raged through his mind.

How did he survive being destroyed?

What caused his life-force to be cut in half?

How could he make sure Rias and the others don't find out about this?

"Ben? Are you alright? You've been in there for a while now," Asia's voice suddenly called out through the door which led to the bedroom, surprising Ben and causing him to forget his train of thought.

He looked at the time and cursed under his breath. He'd been in the bathroom longer than normal and Asia had grown curious

"Yeah, I'm fine. I'll be there in a sec," Ben told her loudly and quickly splashed some water on his face before drying it off with a towel.

As he made his way back into the bedroom, he said one last thing to Azmuth through their mental link. "There's no need for them to know about this. I'll tell them something else tomorrow, something that isn't nearly as bad as the truth."

Hiding the grim expression on his face, Ben left the bathroom and made his way over to the humongous bed where Asia and Xenovia were waiting for him. As he approached the bed, Ben noted that Asia was completely naked, as was her preference after the frequent battles for him she fought with Rias, while Xenovia, on the other hand was wearing a dark blue tank top shirt which exposed much of her abdomen and a pair of extremely short, brown shorts which showed off her beautiful legs.

It was an extremely erotic look which suited the blue-haired knight very well. If he hadn't put so much effort into controlling his 'alpha' personality, he wasn't so sure that he wouldn't have already taken the next step with any of the girls.

"You were in there for a while," Xenovia observed as she moved under the covers. "Are you ok?"

"Yeah, I'm just exhausted after everything that happened today," Ben replied, adding a yawn which he hid behind the back of his hand for good measure. "Took a little bit longer than normal, that's all. Why? Can't go to sleep without your life-size hug pillow?" he added with a smirk, enjoying the red hue her cheeks turned as she quickly looked away from him, hiding her face in a pillow.

'So cute,' he thought to himself as he crawled up the bed in between her and Asia and joining them under the covers. Almost as soon as the back of his head hit the pillow, Asia appeared on his left and pressed her small yet warm body against him, picking up his arm and positioning it under her head before letting it go and resting her head against her new pillow.

"I'm just glad you all came back safely," Asia muttered sleepily as she clung to Ben, enjoying the contact she got with him without having to fight Rias for it. "I don't want to think about what I would've done if anything had happened to any of you."

"You shouldn't," Ben told her as he ran his left hand through her hair and gently stroked her head. "My life's now far too interesting for me to just let it all go. I'm not going anywhere."

Asia looked up at him and gave him one of her most adorable smiles before snuggling up closer to him and quickly drifting off to sleep. Ben and Xenovia soon joined her in the land of nod as they also fell asleep.

Ben didn't know what the time was when he was woken up when he heard the door to the bedroom close quietly. The familiar weight on his left arm and the soft breathing coming from his right told that neither Asia nor Xenovia had left the bed recently, thus excluding them from who could've just entered the room.

'Maybe Rias couldn't restrain herself any longer, or perhaps Akeno's making her own move. Who truly knows what goes on in her head?'

As these thoughts went through his head, they immediately stopped when he felt movement underneath the cover near his feet. His train of thought instantly led him to presume that the new arrival was Akeno.

However, this idea went straight through the gigantic windows hidden behind the towering curtains in his room when he suddenly felt the familiar presence of Nekomata energy…and that meant there could only be one person under the covers.

'Koneko? What's she doing here?' Ben thought as the small lump in the covers made its way up the bed until it was close enough that Ben first felt her small hands brush against his leg. As she slowly moved up between his legs towards his groin, Ben was wondering just how far she would go when she stopped just below his waist, slowly spun around in a circle a few times before curling up in the gap between his legs, her head resting against his right thigh.

'She really is just like a cat,' he thought, struggling to avoid a cuteness overload.

Before he knew it, his right hand had slowly travelled under the cover and came to a rest on her head, right in between her fluffy cat ears.

As soon as his hand touched her head, Ben felt her entire body tense up at being discovered and, for a split-second thought that she'd flee in embarrassment, something he didn't want her to do if he was being honest.

Thankfully though, his fear was unfounded as Koneko's body lost its tension and she got even more comfortable, no longer moving stealthily like before now that she knew he was aware of her presence. Sensing her decision to stay where she was, Ben couldn't help but slowly stroke Koneko's head and gently scratch behind her feline ears. As he did this, a faint but distinct sound of purring emanated from under the cover and Ben found himself fighting off another overload of cuteness as the two of them slowly drifted back off to sleep.

---

. . . . .

(The next day)

Rias and Akeno walked through the huge Gremory mansion corridors as they made their way towards the living room where Azazel had instructed them all to gather to discuss their strategy for the match against Sona. They were the last ones arriving as they had remained behind after breakfast with everyone so that Rias could speak with her parents who wanted to know more about their fight with Loki, and Akeno stood by Rias' side as her position as Queen required.

After the conversation, they headed off towards the living room, quickly reaching it and entering the room to see everyone ready and waiting for their arrival. Rias' eyes quickly zoned in on Ben and they widened slightly in shock at the sight of Koneko sitting on his lap, eating from a small bag of sweets in her own lap.

She was about to ask what was going on, but before she could do so, Azazel noticed them and looked towards the new arrivals.

"Glad to see you've finally made it, ladies," the Governor-General said. "Maybe now we can finally start."

Rias glared at Azazel and sat down next to Ben, on the opposite side of Asia while Akeno took up the space next to Kiba.

"Good, now that we're all here, the first thing I'd like to do is ask about what exactly happened to you, Ben. I've heard what the others have said but I'd like to hear what you remember after you were attacked by Fenrir?" he said with intrigue and curiosity in his eyes.

As everyone looked at him, Ben felt Asia, who sat on his right side, wrap her arms around his and press herself closer to him for comfort.

He couldn't blame her for her unease though. When she heard about his close encounter with death, he was certain that she'd break down in tears at the thought that she wasn't there when he needed her most. However, aside from her eyes tearing up, she was able to keep her composure…at least while in the presence of Sirzechs and the other leaders.

Sticking to the decision he made with Azmuth last night, Ben cleared his throat before speaking.

"Well, I asked Azmuth and Ddraig about it last night, but neither of them knew what happened to me. The best guess that Azmuth had was that I was saved by some Divine protection that God placed in the Gear. It saved my life but made me appear dead to everyone," he explained, telling them the story he had come up with beforehand.

Azazel stroked his beard in thought for a few seconds, his eyes never leaving Ben's, before speaking again.

"I can't imagine something like that being without some cost though," the Governor-General muttered with a serious tone, his gaze never leaving Ben's.

"Yeah, Azmuth mentioned that my life-force was drained by around one thousand years," Ben admitted, keeping as straight a face as possible.

"Hmm, well I guess you are an incredibly fortunate kid, then. Not everyone is so lucky; Fenrir has claimed the lives of many in his powerful jaws," he eventually stated. "That being said, you shouldn't assume that something like that will happen again…even if it seems not to cost much for a devil."

The true cost of surviving his significant injuries entered Ben's mind but there was no chance that he'd let slip that particular piece of information, particularly when he saw the worried faces of Rias, Asia and the others at the supposed news he had only lost one thousand years instead of its actual cost.

"I agree," Rias stated firmly, regaining her composure and staring at Ben intently as her fingers intertwined with his and held his hand in worry. "I never want to feel like that again, do you hear me? I thought I lost you back then." She then brought up his hand and pressed her cheek to the back of his hand, enjoying its warmth as if reminding her for the umpteenth time that he really was alive after what she saw.

"Promise me you won't put yourself in that position again," she ordered him firmly, her eyes boring into his own with her intense stare. His gaze was diverted when Asia squeezed his arm tightly, attracting his gaze.

"Promise me too! I don't want to imagine my life without you," Asia muttered adorably.

"I promise, okay?" Ben said, looking between the two young women clinging to him. "I don't intend to let myself get put in that situation ever again."

"Well, now that we've got that out of the way, let's move on, shall we?" Azazel announced, directing everyone's attention towards the whiteboard he had brought into the room before they arrived.

"Now, Ben, you told us about activating Ddraig's Balance Breaker, albeit a severely weakened version since Ascalon hasn't been returned to you yet. While that is an incredible achievement in itself, you shouldn't use it again until Michael is finished with the blade. He's nearly finished with it; should be done in a few days now. Until then, though, you can't use its full power as it shreds through your strength like a hot knife through butter."

"Got it," Ben replied, nodding his head in agreement with the Governor-General's assessment. While it worked well for him in his fight with Kuroka, it wasn't enough for either a serious fight or a prolonged fight that could go on for a while…something Rating Games have been known to do.

Moving on the conversation, Azazel turned his attention towards Rias.

"Am I correct in my assumption that Sona knows about the abilities of your peerage members?" he asked he, leaning against the whiteboard he had brought for the discussion.

"Yes, that's more or less correct," Rias admitted with a slight nod of her head. "Unlike her, our fighting style has been broadcast before, back in our Rating Game against Riser and his peerage. She knows about Ben, Asia, Akeno, Kiba and Xenovia's abilities and fighting styles. Unfortunately, we know very little about their group. Apart from Saji and Tsubaki who fought with us against Loki, we don't really know anything else about their other members."

"Right, that is a problem," Azazel agreed, scratching his stubble in thought. "Okay, so what do you know about them?"

"I know Sona's abilities and the abilities of her Queen, Tsubaki. Apart from them, it isn't clear exactly what their abilities are," Rias explained, thinking back on what she knew about her childhood friend.

"So, we start at a disadvantage, huh? Well, I guess this is good practice for an actual battle. You won't always know everything about your opponent. You need to keep an eye out for Sacred Gear users as they're wildcards."

He turned to face the whiteboard, pen in hand, and began drawing a diagram, highlighting each of the Sitri peerage members.

"Okay, so you'll be facing a King, Queen, Rook, Knight, two Bishops, and two Pawns. That gives you eight opponents, the same number as us so you're even in that regard," Azazel stated as he moved to the other side of the board and drew a series of three circles, each one inside the other and smaller than the last. "As for you guys: The Rating Games classify players into four different fighting-types; they are Power, Technique, Wizard, and Support. Each one has their own strengths which a good King can make full use of in battle."

"Rias, for example, is a Wizard-type, a player who specialises in magic attacks, and so is Akeno. Kiba, on the other hand, is a Technique-type fighter who uses his speed and technique to battle opponents, and Xenovia is a Power-type; excelling in using her speed to deliver one-hit-certain-kills. In contrast to these offensive types, Asia and Gasper are Support-types who help out their allies on the battlefield. If you want to classify them closer, Asia leans closer to Wizard-type while Gasper leans the opposite way towards Technique. Koneko falls into the Power-type category. And lastly…you, Ben. Because of your numerous transformations and abilities, I had a lot of trouble trying to accurately rate you in this system."

"Didn't want it to be too easy for you," Ben stated with a smirk.

Azazel continued, ignoring Ben's comment. "You can quite easily belong in any one of these four categories, but I would say that you tend to lean towards Power-Type with how you have dealt with your enemies in the past. It's impossible to be any more specific than that."

He returned back to the board and wrote their names in the specific areas of the chart he had specified.

"Now that you know where you place, it's important to know how your opponent will deal you if they know what type you are. Power-types, for instance, need to be watchful of counters. Technique-types tend to favour these abilities to deal with them. There are even several Sacred Gears which specialise in countering attacks, and these are the ones you Power-types have to be careful of. During a fight against such an opponent Koneko and Xenovia could themselves at a disadvantage extremely quickly with a single counter move. They are able to return their opponents attack back on them, adding in their own power in the process. This means that even if your opponent is weaker than you, you mustn't become overconfident as it only takes one successful counter to take you out."

Azazel then moved on to discuss each of them in detail and give them suggestions on tactics to use against their opponents, and as he did so, Ben looked around at everyone listening to the Governor General intently and couldn't help but feel confident about their match tomorrow. Everyone had been training so hard while in the Underworld and they had already shown the fruits of their labour in their fight against Loki, but at least this upcoming match wasn't going to be a life-or-death situation.

They would win the Rating Game!

---

. . . . .

The Pillars of Silence

Zs'Skayr had no idea how much time had passed before the screams finally stopped. Was it a day? Maybe two? Such minute time didn't mean much to a creature which has existed for millennia.

They had watched from their hiding spot as the congregation of devils entered the darkness of the cave and then, after a few minutes of silence, they heard the distant sounds of battle accompanied by the sounds of fearful shrieks and cries for help.

It took a particularly long length of time when the sounds turned to ones of tortured screams before the final voice went dead and silence filled the mountain top again.

Once they were sure that the last devil had been dealt with by the peak's occupant, Zs'Skayr pushed on in restrained excitement into the darkness.

There was no denying now. The further into the darkness they went the more they felt that strange magical aura, deceptively powerful and one that hadn't been sensed in millennia…not since they last roamed across the Underworld.

The stench of blood, fear and death gradually became stronger as it permeated through the dark tunnel that the Ectonurite was heading down though the spectre had encountered much worse scents so was unfazed by the bloody stench as it left the almost catacomb-like maze of tunnels and, before they knew it, they found themselves emerging from the dark tunnel into a large, open cavern.

"So, another dares enter my domain, do they?" a voice, dripping with malicious intent called out from somewhere in the darkness which shook the spectral creature to its very core.

Zs'Skayr flinched at the dark nature emanating from somewhere in the impenetrable darkness and, on instinct, turned intangible as they searched for the owner of the voice.

It proved to be completely for nought though as, much to their shock and surprise, a huge gauntlet-encased hand swiftly reached out of the darkness and caught the intangible Ectonurite in a vice-like grip.

"What?! Impossible!" the spectre gasped in shock as they found themselves locked in the hand's grip and completely unable to escape its grasp.

"Hmm, an Ectonurite, huh? How interesting. I thought your kind were driven to extinction by the Angels," the monstrous creature's voice mused as Zs'Skayr found themselves being lifted up into the air. They began grunting in pain as the hand slowly tightened around them and they found themselves being squeezed.

"Gargh! I was the only one to survive their purge," they gasped as they writhed under the ever-increasing pressure.

"So I see. Tell me why you have come here," the voice continued, uncaring of the spectre's story.

"I was sent here by our master to–," Zs'Skayr began to explain but was immediately cut off with a loud, pained cry as the hand tightened considerably around him an caught them short as they struggled to breathe.

"You dare?!" the voice bellowed angrily as they stepped out of the impossible darkness to reveal their towering 20ft humanoid shape. They had an incredibly muscular build and wore several pieces of burgundy-coloured pieces of armour across their body with only their head and arms completely exposed. Covering the rest of their impressive body, big, short-tipped spikes protruded from their shoulders and knee pads, several cylinder-like objects protruded from their burly arms, and form-fitting, dull-tinged golden gauntlets covered their hands and claw-like fingers.

Zs'Skayr continued to struggle as the looming figure brought their hand up to their face to glare at the spectre. Their face closely resembled that of an octopus/squid in that numerous tentacles dangled from their face like a long, thick beard. The colour of their skin/hide was pale green except for the tips of their tentacles which were darker in colour while crimson-red veins spread up their bare arm and across their body. Other notable features they possessed was the lack of either a nose or ears.

"You dare claim to serve the Dark One?!" the hulking figure growled darkly.

"I–," Zs'Skayr tried to speak but the huge figure didn't give them the chance.

"My master is gone! He was defeated by those treacherous dragon gods and God! I have no other master and you dare come here and claim to serve Him?! I should end your miserable life for your deceit."

As they said this, they began tightening their grip of Zs'Skayr who gasped and cried at the fatal pressure being applied on them.

"I-I'm not deceiving you," they managed to gasp out, realising they didn't have much time left. "O-Our master still lives."

The grip around them immediately stopped tightening at this though it didn't lessen either. When the figure remained silent, the spectre took this as a sign to continue speaking.

"He was imprisoned somewhere deep in the Dimensional Gap after the war and He's been planning His revenge all this time. After He found me and I pledged my service to Him He sent me out into the Underworld to search for you, His Right Hand, to command His armies once more and destroy His enemies."

"Then why hasn't He contacted me until now? I am His most trusted and devoted servant," the figure queried darkly as they stepped backwards and sat down on a stone throne-like chair carved into the rock behind them.

Before Zs'Skayr had chance to answer them, the huge, muscular figure waved their hand as another, more pertinent question came to mind.

"Actually, forget that. What proof do you actually have that He is alive? Why should I believe a word you say?"

"Because it speaks for me," a voice that wasn't Zs'Skayr's spoke out from the spectre's deformed mouth. The spectre itself had become rigid, only its mouth moving as the voice used its body as a conduit to communicate from their prison.

Instantly recognising the voice they never thought they'd be able to again the titanic warrior instantly rose up out of their chair, released their grip on the spectre, and fell down to one knee.

"Master! You live!"

"Of course I live, Vilgax. You thought I could be destroyed by our enemies?" the malicious voice retorted. "As for why you never heard from me until now; I was biding my time and understanding my prison and its weaknesses, and after the Angels went through their purges several millennia ago I had thought that my Ectonurite minions were extinct until I sensed this one and summoned it to me."

The figure, now known as Vilgax, bowed their head in supplication.

"What would you have me do, master? I am yours to command."

"Much has changed since I was imprisoned…including many things in the last several thousand years you wont be aware of," the voice explained before going on to reveal what Zs'Skayr had told them.

Vilgax listened in silence to his master's tale, his eyes widening as he heard about God's death and Azmuth's return in the form of a Sacred Gear bound to the life of a human child.

"With those two out of the way the only real obstacle in my way now is Red."

"What would you have me do, master?" Vilgax asked, still on one knee.

During the war against God and the dragon gods Vilgax had served as his master's most loyal and fanatic servant, earning him the honour of leading his master's forces against the enemy's forces, Azmuth's dragons and God's Angels. Not only a brilliant and brutal tactician, there were none who could stand against him in battle and Vilgax bathed in a tidal wave of blood of all those foolish enough to try. His name struck terror in the hearts of his enemies and many fled the battlefield just from learning that he was there. None surrendered to him though; he despised those who tried to and cut them down with great prejudice.

Vilgax the Conqueror.

That had been the title he had earned during the war for his numerous victories and the destruction and devastation he had raged down on his enemies.

"I've heard you've been continuing my work since my imprisonment," the voice mused with something akin to approval.

Vilgax lowered his head lower in reverence to his master's compliment. He was, of course, referring to the numerous wars and swathes of destruction that Vilgax had wrought over the millennia. Without his master's guidance and strength, Vilgax had sought to do what he could to carry out his master's will.

Over the course of several hundred millennia, Vilgax had sown terror across the whole Underworld with his numerous campaigns of destruction. He'd raised his forces and waged war against different targets, either to severely and permanently cripple them or to wipe them out completely. His last war had been over five thousand years ago and, while he had achieved victory in succeeding in wiping out another civilisation, a coalition of Fallen Angels and Devils had wiped out his forces forced him into hiding. With the loss of the majority of his warriors and without the guidance of his master, Vilgax had fled into the Khoros wastelands, finding refuge in the very mountain range he was in now which he had called home ever since, hiding himself away to wait for another opportunity to present itself.

However, no such opportunity presented itself and Vilgax eventually consigned himself to isolation, hiding himself away from the various powers of the Underworld, unaware that his name had passed into infamy amongst all the different factions in the Underworld, a name mentioned in hushed voices for fear that he'll appear, a name and story told to children to scare them into behaving.

For the mighty conqueror himself though, he remained in his hiding place and far from the eyes of his enemies, his time in darkness and silent contemplation only broken by the various Tetramand tribesmen who entered his mountain hoping to finally be the warrior to hunt the 'beast' in the mountains.

His lengthy isolation led to his power slowly diminishing over the millennia as his master's power, the same power which he had been created from and upon which he depended for most of his strength, was slowly driven out of the universe. But now...with his master's imminent return.

"What would you have me do, master?" Vilgax asked, eager and almost desperate to receive a command from his beloved lord.

"For now, prepare yourself. The time is not right yet but I want you to be ready to strike at a moment's notice. I shall send this vessel back to you once we are ready. My ability to speak through it drains them and we can't afford for me to break this one," the voice announced before the malevolent aura surrounding the spectre dispersed as the connection was severed.

Zs'Skayr, completely drained mentally from their intrusive possession, didn't say anything to Vilgax as they simply bowed their head and quickly cut open another small tear in space and entered, the tear closing up quickly behind them and leaving Vilgax alone in the darkness.

"So…God is dead and Azmuth has returned in the shape of one of God's Sacred Gear toys? That just leaves you, Great Red." Vilgax chuckled deeply at this. "It had to be you, of course, didn't it?" he muttered to himself, stroking his tentacles in thought. "No matter, no matter. You shall be dealt with in due course and my master shall break free from His prison and, together, we shall return everything to its natural state. Darkness shall return to reality and destroy the light!"

He turned away from where Zs'Skayr had disappeared and approached the carven stone throne he had sat on for the last several thousand years, staring at it for a brief moment before crimson-red beams of energy shot out of his eyes and struck the chair, causing it to explode violently into tiny pieces and reveal a huge, 10ft long longsword buried underneath it.

Vilgax picked up the sword and ran his free hand along its side fondly.

"Hello, old friend. We've got work to do," he declared with an evil smirk and swung the sword in a diagonal arc in front of him, testing its power after so long since it tasted blood.

. . . . .

At the base of the isolated mountain range, the lives of the inhabitants of the scattered Tetramand tribes which called the area home were abruptly interrupted by the ground suddenly shaking with great force.

Confused as to what was happening, it was only after a few members of the tribe glanced up at the distant pillars and cried out in shock and horror at what they saw, directed the attention of other tribe members who joined them, sharing their looks at shock at what they witnessed.

The Pillars which had stood there longer than their tribes had been there, mountains which were said to be as old as the Underworld itself, had been irreversibly scarred as the western pillar suddenly broke apart, crumbling away into the valley below until there was nothing left.

Soon after that day, the Pillars of Silence would then be known by the tribes simply as 'The Pillar of Silence', a lonely mountain that had lost its twin forever.

---

. . . . .

Gremory mansion

The day had finally arrived!

Ben couldn't help but feel a sense of anticipation as he stretched his muscles while he and the others waited in one of the rooms underneath the mansion for transportation to the game arena.

'It won't be long now,' he thought with excitement as he looked around at the other, several of whom were, like him, also stretching in preparation for the match.

Standing to the side was Azazel, Rias' father and mother, and Millicas. Rias stood before them as she spoke to her parents.

"Be sure to win this one, Rias. You've already lost one rating game…even if it was a close one," Venelana told her daughter, hugging her tightly and wishing her luck.

"Fight your hardest and show everyone what the next head of the Gremory family is capable of," Zeoticus stated confidently, a warm smile on his face.

"Do your best, Rias!" Millicas exclaimed excitedly, bringing a smile to Ben's face.

"I've taught you everything you need to know," Azazel told her, still in his 'teacher mode' which still surprised Ben at how into the role Azazel got and how…considerate he would be when teaching them. He turned his attention to everyone and said loudly, "If lose this fight now, it's all down to you and your own failures. I've fulfilled my part."

'And there's the Azazel we all know and kinda tolerate,' Ben thought with a chuckle.

Neither Sirzechs nor Grayfia were there to wish them luck in the match, but they had been told that it was because they had gone on ahead to the VIP lounge to greet the several important guests which had been invited along to watch the match, Odin included. Azazel would be heading over there after seeing them off.

It appeared that the match was getting more attention than Ben initially realised. However, when he thought about it properly, he could start to understand why it was getting so much attention: two young promising devils, not only the next heads of two prominent Devil families but also the little sisters of two of the Devil Kings.

The thought of the attention that would soon be upon him and everyone brought a feeling of tension to the surface, but he quickly dismissed it. Now wasn't the time to worry.

As he came to this conclusion, a large magic circle suddenly appeared on the floor.

They all hurried over and stood on the magic circle. When they were all on, the circle began to shine brightly as it prepared to transport them.

It was time!

---

. . . . .

When the light of the magic circle died down, they looked at the arena where they would be playing their match.

Ben was confused when the first thing he saw was that they were surrounded by tables.

He looked over at the others and was glad to see that it wasn't just him who was confused by their surroundings. They continued to look around and slowly spread out as they took in their surroundings.

Kiba walked up to one of the tables and picked up the menu and glanced down at it, a sense of familiarity niggling in the back of his mind.

It I't take long for his niggling suspicion to evolve into strong feeling of where they had appeared.

"Is it just me or is this…?" he began but was cut off by Ben before he could finish his question.

"It is," he said over to the blond knight, attracting everyone's attention to see him leaning against a railing just outside the restaurant they had appeared in. They made their way over to him and joined him in looking around the large, glass-ceilinged atrium with numerous stores dotted around the edge of the atrium on both levels of the atrium.

"It's the Kuoh shopping mall," he stated, recognising the different shops he could see from the times in the recent past he had been here back in the Human world.

"Well, I wasn't expecting this to be our arena," Rias muttered while Ben nodded his head slightly in agreement.

[Greetings, everyone,] a familiar voice announced from above them. [My name is Grayfia, I am the 'Queen' of the Lucifer group and will serve as arbiter in today's Rating Game between Rias Gremory and Sona Sitri.]

[For the benefit of spectators watching today's match, the battlefield is a replica of the human department store within the same town as the academy that both Lady Rias and Lady Sona attend.]

"Well, neither us nor them has an advantage with the layout," Ben surmised with a shrug. It seemed they would be starting the match on a level playing field, though he couldn't tell yet if that was good or bad.

[Both teams have already arrived at their relative 'bases' for the match. Lady Rias' base is situated on the second floor on the east side of the store whilst Lady Sona's base is on the first floor on the west side.]

Ben looked up in the direction of where Sona's team would be but couldn't see them as the atrium curved slightly in the middle, obscuring their vision and preventing either side from seeing each other's bases.

[Before the match starts, there are some special rules I must explain beforehand. Documents have already been given to each team explaining these game specific rules for them. Each team has been granted a single bottle of 'Phoenix tears' to use during the match. The time allotted to strategizing before battle commences is thirty minutes. I would like to remind each team that contact with the opponent during this time is forbidden. The time limit for this game will be a blitz-style of three hours.]

[The strategy time begins…now,] Grayfia concluded before the atrium fell silent once more.

Ben followed everyone else as they headed back into the restaurant which served as their base and gathered around a table where Rias had opened the folder she had picked up and placed it in on the table for everyone to see.

He looked at the pages which contained a list of the special rules for their match and pointed at the first rule.

{You are not allowed to destroy the department store which serves as the battlefield. Breaking this rule will mean an instant out from the match.}

"This could be a problem for us," he stated as Rias and the looked towards where his finger was pointing and read the rule.

Rias shared his look of apprehension. "Yes, that could prove problematic. Looks like we won't be having any showy battles today. I won't be able to use any wide area attacks and will be at a disadvantage."

"And I'll have to be more selective on what forms I take," Ben added, crossing his arms across his chest as he already started thinking about which forms he could take which wouldn't break the rule. He looked at the others and realised that it wasn't just him and Rias affected by the rule. Xenovia couldn't use any of her strongest attacks and would have to be careful how she used Durandal. Not only that, though; because the fight was inside the department store, unless she was fighting on the roof, I wouldn't be able to use her more powerful lightning attacks.

"We'll have to be more selective and precise in how we fight our opponents," Rias stated, saying what everyone had come to realise.

"What about Gasper's Sacred Gear? Can we use that?" I asked.

"I'm afraid not," Rias replied, pointing at another rule further down the page which stated:

{The use of Gasper Vladi's Sacred Gear for the duration of this match is forbidden [Gremory Team: See Box A].}

Koneko, being the closest one to the indicated box, picked it up and opened it to reveal a pair of stylish glasses along with a note from Azazel. While Koneko handed the glasses to Gasper, Kiba picked up the note and read it aloud.

"I designed these glasses to help seal Gasper's Sacred Gear for this match. Since they were designed for him exclusively, you don't have to worry about them having any negative influence on him. Good luck – Azazel."

"Crap," Ben sighed as, yet another of their advantages was swept up from under their feet. The tables were quickly turning against them in favour of Sona's group. His thoughts dwelled to yesterday about something Azazel had said.

"I've seen guys win despite only having less than a ten percent chance of victory."

'Rules like these must be what he was talking about,' Ben thought with a sigh as he returned to the conversation the group was having.

"…because Rating Games are different each time. That makes it possible for a group that lacks strength can still win and rise higher in the rankings. It also makes things interesting for the spectators too as the rules are different each time," Rias explained, not enjoying the disadvantage her team had before the match even began.

"What about the battlefield itself?" Ben asked, picking up the detailed map they had been given of the arena and placing it on top of the pile. "There's not much room for sneaking around with the openness of the atrium; we'll be able to see them coming this way and vice versa."

I spoke up, expressing her own opinion as she pointed to the underground car park. "We could attack from here. They may also consider it, but they'd only sent a small team down there; if we can beat them down there then we can move around with more ease."

"You're right, it's the same with the roof too. Aside from those two routes, the main route will be through the atrium itself," Rias added as the two of them illustrated the importance of the relationship of the 'King' and his/her 'Queen'.

They continued to pass ideas between each other for another minute or two before they came to an apparent agreement.

"What's the plan then?" Ben asked, looking towards Rias as he did so.

Rias looked towards him before her gaze swept across her team as she answered his question. "Gasper, I would like you to transform into your bat form and hide in as many locations in the store as possible. If we can't use your Sacred Gear, we'll just have to use your other abilities, and have you act as our scout. When the game starts, you'll keep us updated on their movements throughout and we'll respond accordingly."

"O-Okay," Gasper nodded fearfully. "You got it, Rias."

"As for everyone else; Ben and Koneko will form one advance team while Kiba and Xenovia form another." Rias pointed to specific parts of the map as she continued. "Ben and Koneko will advance through the atrium while Kiba and Xenovia will go through the underground parking garage and, depending on the progress of the match, I, I and I will follow up to assist which group needs assistance the most."

With their battleplan finally laid out, and with twenty minutes to spare until the match started, Rias told her team they would reconvene in the last five minutes before the match started, and they could relax in their own way until then.

With a nod in understanding, everyone dispersed and walked away from the table. Rias headed behind the counter of the restaurant they were in and made herself some tea while Ben found Gasper heading towards a donut stand on the floor below him.

As he walked along the second-floor walkway, Ben spotted I and Xenovia sat at a table in a fast-food restaurant and chatting to each other and caught sight of Kiba disappearing into a book store. Before he knew it, Ben found himself standing inside a clothes store. He had wondered in without realising it and decided to explore the place.

"No pressure for your match today!"

Ben gasped and dropped the shirt he had picked up to look at, the sound of the clothes hanger clattering to the polished floor lost to him as he clutched the rack itself to steady himself from the powerful migraine that suddenly erupted in his head.

'Fuck! I thought I was done with you!' Ben thought as he clutched his head with his hand, his teeth gritted in pain as he rode the wave of pain until it slowly subsided.

"You'll never be done with me. I just wanted to wish you luck."

Ben couldn't help but smirk falsely. 'Why do I find that so hard to believe?'

"Is that any way to speak about the one who saved you after you became Fenrir's chew toy?"

Ben's eyes widened at the voice's words and I't notice when he caught one of the legs of a clothes stand and almost tripped himself up.

'It was you!? You were the one who saved me that day?'

"Sure was, and this is the thanks I get for it?"

'But why would you do such a thing? What do you want?'

"Believe it or not, all I want you to succeed today. I couldn't afford to let Loki's son kill you, so I acted. It's important to me that you continue to grow stronger."

'Why? What are you?!' Ben demanded through his thoughts though an answer never came as his attention was suddenly diverted as he felt something large and soft press against his back, quickly followed by a familiar pair of slender arms which wrapped around his chest and a head of raven-black hair which suddenly entered his peripheral vision.

"Hey I," he breathed, instantly recognising her as the migraine finally disappeared and turned his head to look into the violet-coloured eyes of the Gremory 'Queen'. "What are you doing here?"

"What? Can't I just show my affection to such an adorable junior without there being a reason?" I asked teasingly as she tightened her embrace. "Is there something wrong with that?"

"No…I suppose not," Ben relented though he felt that there was more to it than what I was saying.

"When we go back home, maybe I should head to the real version of this store and get some clothing that will drive you crazy for me," I whispered in his ear with a sultry tone that emitted a low, subconscious growl in the pit of his stomach.

He quickly spun around and wrapped his own arms around her waist and looked down at her with a confident smile on his face.

"You already drive me crazy, I," he told her in the same way she had done which sent a chill through I as she couldn't help but feel her cheeks reddening at his words. "You and all the girls."

She lowered her head so that she could hide her blush from him and buried her face in his chest.

Ben chuckled and brought his left hand up and softly ran it through her hair. "I'm proud of you, I. I don't know if you know that, but I am."

I brought her head up to look at him, confusion in her eyes and Ben explained.

"I saw you unleash your full power in our fight against Loki. I saw you overcome your fear and accept who your truly are. You really are a remarkable person, I, and it's a privilege to have met someone like you."

Her lips crashed into his almost as soon as he finished speaking and with such force that he would have fallen to the floor had the clothes rack not been directly behind him to catch his tumble from I's sudden action though it was hardly a solid structure and he found himself pressed against the wall the clothes rack had been attached to, hidden amongst the clothes as I continued her assault on his mouth with her tongue. The kiss took his breath away at first, but he quickly recovered and returned it in kind, his own tongue fighting back against hers while his left hand moved up to hold the back of her head whilst his other hand came to a stop on her hip as they attacked each other's mouths, momentarily forgetting where they were.

They were so lost in their embrace that they hadn't realised how much time had passed and only registered Koneko's voice at the very last second, breaking apart from one another just as the white-haired rook emerged from behind another aisle.

"Rias is looking for you two," she told them with strong suspicion in her tone at the sight of their heated, breathless faces along with the sight of Ben still partially hidden amongst clothing. "It's time to gather."

"Well, we shouldn't keep her waiting then, should we?" I replied as she fought to get her breathing back under control, wiping the trail of saliva off her chin before heading back the way Koneko had just come from, casting one last quick look of desire at Ben as he struggled to escape from the confines of the clothes racks surrounding him, as she left.

When he was able to finally escape after a few more seconds of struggling, Ben stood upright and straightened his clothing to hide his recent actions.

"Uh, yeah, thanks for letting us know, Koneko," he muttered absentmindedly before turning to see Koneko staring at him silently, her arms crossed across her petite chest. She I't say anything but that I't mean he I't feel uncomfortable from her piercing, judging gaze.

"Um, would it be too much to ask that you don't tell Rias about what just happened…at least until after the match is over? Jealous Rias is scary Rias," he asked her, adding the last part with a small smile as he remembered how Rias acted when she was jealous.

"Don't worry, I won't say anything," Koneko stated, much to Ben's relief.

"Thanks," he said as he walked up to her. "We'd best join the others before the match starts."

He started to head off but stopped when he realised that Koneko wasn't following him. He turned back to see that she had turned to face him, but otherwise had remained where she was stood.

"I never thanked you," she stated abruptly, her gaze turning down to look at the floor.

""Thanked me"? For what?" he asked her with confusion.

"It's because of you that I was able to face my fears and fully accept my Nekomata powers. You showed me that it was possible to use my powers without ending up like Kuroka…and if I do go out of control, I know you'll be there to stop me from hurting anyone."

Ben walked back to her and placed his hands on her shoulders. "You're right about that, but you don't have anything to worry about; you're stronger than your sister. I'll always be around to help you learn to control your Nekomata powers. And, should the worst happen, I'll be there to help you," he told her softly, meaning every word he said.

After saying this, he pulled Koneko into a gentle hug which she returned after a moment of hesitation. They stood there in silence for a few seconds before they broke apart and, smiling at each other, headed off to join the others.

As they left the clothes store, Ben missed Koneko subtly wiping away the tears of relief that were threatening to appear.

---

. . . . .

With everyone had gathered together, they made sure that everyone knew what their task was one final time when a large timer suddenly appeared above them as it counted down the last minute until the game started.

"This is it, everyone!" Rias stated loudly as she stood up from her seat, quickly followed by everyone else who was sat down. "We may have lost our last Rating Game, but that shall be our last! This will be our first victory amongst many in future. Let's get out there and show them what we're truly capable of!"

"Yeah!" everyone cried in response.

[0:03]

[0:02]

[0:01]

[Game start!]

A loud horn rang out, echoing across the atrium as it signified the start of the match and everyone immediately sprang into action. Kiba and Xenovia shot off towards the staircase down to the parking garage while Gasper transformed into a swarm of bats and flew off to his various destinations to watch the battle unfurl and report any developments back to Rias.

"Let's get going, Koneko!"

"Right!" the white-haired Rook replied, taking on her Nekomata form as white, cat ears protruded out of her head and a long white tail sprouted out from underneath her skirt and panties.

The two of them headed out of the restaurant at a quick but cautious pace and headed off into the store interior, making sure to hide themselves as much as possible as they advanced through the atrium.

As they cautiously progressed through the department store, Ben caught sight of Koneko's twitching cat ears as she kept an ear out for any sounds too quiet even for devil-enhanced hearing to pick.

Koneko's arm suddenly came up and stopped his progress as her ears continued to twitch. Ben didn't question her action; he had complete faith in her instincts.

"Above us!" she exclaimed abruptly, turning her gaze towards the ceiling.

Ben's gaze shot upward, following Koneko's own gaze to see two figures free-falling from the ceiling toward the two of them.

"The first attack is ours, Tennyson!" Saji's voice cried out as he quickly closed in on Ben.

They had detected them too late to move out of the way, so Ben quickly brought his left arm up and used his Sacred Gear to block Saji's kick aimed at his head. As Saji continued his landing, Ben caught sight of a figure clinging to his back.

Ben and Koneko leapt back, gaining some much-needed space from their attackers and looked at who their opponents were.

The first-person Ben recognised was Saji, clad in the various pieces of his Sacred Gear though the piece attached to his right was different to when he saw him last in their fight against Loki. Where a deformed lizard had been previously, a black snake was now wound around his arm several times. Standing on either side of him were two girls who he vaguely remembered being part of the Student Council.

They were a Pawn and Knight if he recalled correctly.

"You take the other Pawn, Koneko," Ben told Koneko as he took up a defensive stance. "I've got Saji and the Knight."

"You sure?" Koneko asked, taking up a similar stance.

"Yeah, I'm sure."

Koneko gave a curt nod, wished him good luck and moved away from him, the other Sitri Pawn doing likewise as they took their imminent fight away and leaving Ben with his two opponents.

It was at this point, as Koneko left, that Ben noticed the black snake wrapped around his left arm, connecting him to the Sitri Pawn, just like what Saji had done with Loki.

"Shit," he muttered under his breath.

Saji still heard him though.

"Yeah, that's right!" Saji exclaimed with a triumphant grin on his face. "You know what my Gear is capable of; you even saw Loki struggle unable to escape its grasp."

"I hate to admit it, but that was a good move you pulled off there," Ben conceded as he held the line and swept it out of the way as much as possible. "I assume you attached it when I was blocking your kick, am I right?"

"Yeah, that's right. Sona knew you'd be the greatest obstacle in our way and predicted you'd head straight towards us and sent us through here to intercept you," Saji explained.

"Yeah! We're here to take you out!" the Sitri Knight, Tomoe he recalled, declared cheerfully as she drew a katana and pointed it in his direction.

"We'll see about that!" Ben retorted as he slammed down the dial and disappeared in a flash of green light.

[Transform: Big Chill!]

As soon as the light had disappeared, Ben fired a beam of ice from his mouth, narrowly missing Saji and Tomoe who dove out of the way of the beam which encased the tables and chairs behind them in ice and, unfurling his wings, took flight and headed towards the ceiling to draw the fight to the second floor of the department store.

That was the plan anyway.

When Ben face-planted into the underside of the walkway, though, he realised that something was wrong.

'Why can't I phase through?' he wondered as he attempted a second time, pressing his hand to the ceiling but it came out with the same result. His intangibility ability wasn't working!

"What's going on?" he wondered with confusion in his voice but didn't have time to dwell on it as he felt a sharp pull from his left arm which forced him to spin around to see that it was Saji, his Sacred Gear still wrapped around Ben's arm, even after he transformed!

"Aha! My suspicions were correct!" he declared triumphantly. "I knew that it would be a risk latching onto you when you had a form which could pass through solid matter, but when my Gear evolved after our fight with Loki I began to wonder if it would affect you as you are now. While connected to my line, it's impossible for you to turn intangible or lose your physical form."

"Well, in that case, I guess I'll have to go on the offensive then," Ben retorted, catching Tomoe out of the corner of his eye as he prepared to attack, taking out Saji as quickly as possible to cut the link between them.

[One of Rias Gremory's Bishops, retired,] Grayfia's loud voice announced throughout the arena, catching Ben by surprise.

"What?! The game has only just begun though!" Ben exclaimed, disorientated by the announcement.

"That'll be that cute little dhampir, Gasper," Tomoe told him, slowly approaching Ben, her sword still in hand.

"How'd you take him out?" Ben asked with some genuine curiosity in his voice.

"Simple really. We knew that his Sacred Gear had been sealed and that meant he'd be using his vampire powers and act as your scout," Saji explained, keeping the line connecting him and Ben as tight as possible as he spoke. "Sona came up with a brilliant plan to take him out. One of us would attract his attention and draw him into a secluded spot, taking all his other little bats with him as he went to investigate…."

Tomoe interrupted Saji and continued explaining. "Once they were all gathered, we would use the garlic we found in our base which just so happened to be a grocery store with garlic to spare."

Ben didn't need to hear the rest as he had quickly worked it out. "And so, when he was distracted by the garlic, your team members took him out of the game," he concluded and was met with the head nods from his opponents.

He didn't say it, but Ben couldn't help but admire their ingenuity in catching Gasper by using a strong weakness of his.

"Anyway, let's get back to our fight…," Saji said as he took hold of the line with both hands and gave an almighty tug, twisting as he did so to swing Ben around.

Caught off guard by the sudden action, Ben flew across the atrium and crashed into the centre of the dining area with a loud crash as various tables and chairs were sent flying from his heavy impact.

"Sorry if it seems I'm going overboard but there's no way we're going to lose this game!" Saji shouted over at him as he and Tomoe made their way towards him.

Ben tried to pick himself up but, just as he returned to his feet, Tomoe suddenly appeared behind him, sword in hand, and slashed it across his back with enough force to send him flying towards Saji who brought his right hand up to deliver a sharp right hook to Ben's chin, sending him coursing through the air and crashing into the nearest store.

"Ow! That was uncalled for," Ben muttered under his breath. He heard movement behind him and spun around to fire off more beams of ice in their direction but was met by a blinding light which forced him to avert his eyes from its dazzling light.

Though he was temporarily blinded, his ears still worked fine as he heard Saji shouting to his teammate.

"Quick! We've got to keep up the momentum and take him out before he has the chance to transform into something else!"

As he heard this, he was suddenly struck, multiple times by what he believed was Tomoe's sword and even several heavy blows from Saji but, even though he brought his arms up to block the blows as best he could, he still felt pain from the sword strikes. Ben spread his wings and took flight, backing away as quickly as possible until his vision returned to show him Tomoe charging towards him while Saji stood behind her, his line still connected to him while another line was retracting from one of the store's lights.

"What the hell did he just do?" Ben wondered as he struggled to dodge and evade Tomoe's strikes which proved to be very difficult to do due to her enhanced speed as a Knight.

[He connected a line to the light and channelled magical power into them to blind you,] Azmuth explained for him as he continued to evade Tomoe's strikes.

"Why weren't they affected then…," Ben started to say before noticing the sunglasses the two of them wore and were now taking off.

"Ah," he nodded in understanding.

Tomoe continued to rain down blow after heavy blow on him while Saji ensured that Ben didn't go too far away from him, firing the odd magical bullet when Ben tried to fly away until Ben quickly concluded that he was going to have to change if he wanted to beat his two opponents and move on towards his objective.

He didn't transform immediately as he had to think through what forms he could take that wouldn't cause damage to the store but would give him the advantage in his fight. After a quick mental search, Ben believed he had the perfect choice and, after throwing his two opponents onto the defensive by blasting them with a breath of ice at them with caught Tomoe who found her feet frozen to the floor.

After doing this, Ben disappeared into emerald-green light which caught them off guard and blinded them just like he had been though the effect I't last as long.

[Transform: Goop!]

"Shit! We were too late!" Saji cursed as he rubbed his eyes from the sudden blast of green light. He looked back at Ben to see that he now took on the form of a polymorph which, though it I't have any standard form, currently took the shape of a humanoid.

Just like his previous transformation, Saji's line was still connected to Ben's left arm though alarm ran through the Sitri Pawn as Ben clasped hold of the line with both slimy hands and smoke began to rise from where his hands were touching.

"Hey! What do you think you're doing?!" he demanded, tugging at the line but Ben had a firm hold of it this time. Not that it had any effect though as, because of his new form, Ben remained where he stood while his arms stretched longer, in the direction Saji was pulling.

"What does it look like?" Ben retorted as he continued to melt the line attached to his arm with his form's acidic capabilities. After a few seconds of applying his acidic touch to the line though, he removed his hands only to see the line hadn't been affected by it at all.

Saji also noticed this and exclaimed with a cheer. "Hahaha! You can't destroy my line with acid! Once my line has touched your limb, it's impossible to take it off!"

"Is that so?" Ben muttered as another plan came to mind just as Tomoe managed to free herself from his previous ice attack and retook her former stance. Ben turned to face her and brought up his arms in a boxer's opening stance and cautiously approached her, his gaze never leaving hers as he looked for the tell that signified when she would strike, something Kiba had taught him a while back.

He spotted the tell a split second before it was too late as the Sitri Knight darted forward on the offensive, her katana raised and ready to strike. Luring her further into his trap, Ben feigned to the right as she brought her sword down where he had been standing and threw a right hook which she easily dodged, slipping behind him with her enhanced speed and, in the same fluid movement, arced her blade upwards to deliver an uppercut to Ben. However, this was exactly what he wanted so he could test his theory.

He turned to face Tomoe and brought up his left arm to block the blow which struck him a second later, just as he had planned, and the katana carved clean through his arm, just above his elbow. The dismembered limb fell to the floor and, due to no longer being part of the main host, lost its integrity and splattered when it hit the ground, Saji's line retracting back into his Gear with there being nothing to connect to anymore.

Before either Saji or Tomoe could say anything about the disturbing thing they just saw, Ben's left arm quickly regrew as slime moved through his body to where the limb had been severed and made a new one. As this happened, the puddle of slime which used to be his left arm flowed across the floor towards Ben's feet where they re-joined with the main body.

"What the fuck?" Saji cursed under his breath as he watched all this unfold.

"I'm glad my theory was correct," Ben stated as he opened and closed his new fist on his recently regrown arm.

"Now then…," he added before clenching his fist and delivering a heavy punch to Tomoe's stomach, a blow she wasn't expecting and was forced to lean on her sword which she implanted into the ground and try to catch her breath.

With her handicapped for a few seconds, Ben turned back to Saji.

"You may be right when you say it's impossible to remove your line once it's been disconnected…," Ben said with a voice that sounded like he was speaking through a walkie-talkie with static. "…but you I't account for those who have no trouble losing limbs."

"There's a reason for that, idiot! There aren't many people stupid enough to just let their limb be hacked off!" Saji retorted, astonished at Ben's lacklustre tone, the tone you wouldn't expect from someone who's arm was just cut off.

Ben sweatdropped at Saji's words.

"Yeah, you've got a point," he relented he suddenly fired a blob of green slime at Saji. It struck the Sitri Pawn and sent him careening back into the wall behind and pinned him against it, unable to move due to the adhesive properties of the slime.

"That should keep you out of the way while I deal with your teammate here," Ben said as he took a few steps backward before turning to face Tomoe who had recovered her breath from Ben's blow.

The two of them faced each other down, took up a fighting stance and waited to see who would make the first move.

It was Tomoe.

She shot forward, evading the globs of sticky goo that Ben fired at her as she quickly closed the gap between them. When she reached him, she delivered so many blows in just a few seconds it was like a blur though it was all for nought. Every time her blade cleaved through Ben's body and limbs, it regenerated the injuries just as quick as she was making them.

She was able to cut off an arm or two though it was next to useless as they just regenerated as the slime fell to the floor only to re-join with Ben's main body.

Deciding he needed to finish the fight off quickly, Ben grabbed hold of her sword and held it tightly. Tomoe was surprised by his reflexes but that was nothing compared to when she noticed her sword beginning to dissolve from contact with Ben's slime, though curiously, her hands weren't following in the same fate.

"My slime can break down nearly everything except living tissue, so you don't have to worry about your hands," Ben told her, answering her question without her needing to answer it. "However, I still have trouble gripping things without them dissolving…so I apologise for your shoe and sock."

"What?" Tomoe asked with confusion clear on her face as she glanced down to see that Ben had wrapped his free hand around her right leg and, sure enough, her sock and shoe had already dissolved in his grip, leaving her foot bare. Before she could react to this though, Ben yanked his arm holding her leg and span around with her in his grasp a full circle before releasing her and sending her crashing into the far wall, opposite to the one Saji had been launched at, and gasped as the wind was knocked out of her with his attack.

Seizing upon his momentum, Ben gelatinous body morphed, changing into a taller, extremely bulky body as he charged towards Tomoe. This change in his body did nothing to alter his strength in any way but none but him knew that and intimidation was a key factor in battle, something proven by the opponent before him as she failed to react to Ben's charge in any way and met it full force as he enlarged his left hand and punched her in the chest with such force that it sent a ripple through his entire gelatinous body as Tomoe disappeared in a flash of bright light.

[One of Sona Sitri's Knights; retired.]

Grayfia's voice echoed throughout the atrium but Ben I't really hear her as he returned his slimy body back to its default appearance. No sooner had he done this that a large magic bullet suddenly erupted from the middle of his chest, leaving a sizeable hole in the middle of his chest which quickly closed up before the bullet struck the wall in its path. He spun around to see Saji standing a few feet away from him.

"You got out of my slime quicker than I thought," Ben told his opponent in his form's static-like voice.

"I can't afford to lose this fight," Saji replied as he fired several more magical bullets in Ben's direction, each one striking him head on tearing large holes in his body which quickly closed up within a second or two.

"You can't beat me like this with your current power," Ben said simply as he started making his way towards Saji.

"You're right," Saji admitted as he slapped something to his chest while his other hand bombarded Ben with magic bullets, a lot more than his previous attack. Unprepared for the renewed bombardment, Ben was hit by the majority of the bullets and actually felt slight pain as the bullets passed through his body. Not only did he feel pain from these new bullets, but he also noticed that the holes were taking longer to heal for some reason.

'Where did this sudden power increase come from?' he thought to himself when he spotted the line from Saji's Gear connecting him to his heart.

Saji saw him looking at his chest and pointed at it.

"What do you think? This should give me the edge I need to defeat you," the Sitri Pawn stated as he ceased his bombardment.

"Are you converting your lifeforce into magic power?!" Ben demanded with shock clear in his voice. "Are you insane?!"

"This is how far I'm willing to go for Sona's dream!" Saji retorted. "You don't understand what's it's like for our dream to be laughed at! This battle is being broadcast everywhere and we're going to show everyone just how serious we are! Sona's dream of building a school will come true and I'll become a teacher there!"

Saji fired another barrage of bullets towards Ben who quickly morphed his body to avoid them though a few still hit him.

"You're willing to risk your life over it?!" Ben shouted as the barrage stopped.

"I am," Saji replied without a seconds hesitation. "I'd rather be cut down by a Holy sword than fail Sona."

Saji's words caused Ben to think back to when he crashed Rias' engagement party with Riser. He hadn't considered his own life when he went there to rescue Rias. She was the only one he thought of.

Saji appeared to be doing the same thing for Sona.

It seemed they were more similar than he originally thought….

…but that I't mean he would let him put his life at risk so recklessly.

"I admire your conviction, Saji, but I won't let you use up your lifeforce so brashly!" Ben declared as he abruptly lunged towards Saji, closing the distance as quickly as possible before another barrage of bullets could be launched. When he reached Saji, the Sitri Pawn was waiting for him and punched Ben in the chest.

Not expecting to feel anything, Ben did nothing to counter or avoid the blow. A move he quickly regretted as pain rippled through his body, taking him completely off guard. He looked down, only now noticing the pale aura surrounding Saji's fists.

'He diverted magic power to his hands,' Ben realised, unable to hide admiration he felt at Saji's quick thinking.

'That'll teach me for being too cocky.'

With Saji's new ability in mind, Ben made sure to avoid his blows as best he could as he began trying to land a blow on Saji while, at the same time, avoid the Sitri Pawn's counters. The elasticity of his polymorph helped a great deal in evading Saji but his own inexperience with the form proved to be his weakness as Saji was able to land several, magic enhanced blows of his own on Ben which caused him great pain.

After exchanging punches with each other for a few more minutes, the two of them backed away from each other to recover before they clashed again. Saji was breathing heavily and was covered in bruises from Ben's blows.

Ben, in turn, while not breathing heavily was still feeling the effects of Saji's blows as the numerous holes across his body were taking longer to close.

"This is no good," he muttered under his breath to himself, his eyes glued to Saji's as they faced off. "I need to end this now before I waste any more time here."

Saji wiped away the small line of blood trailing down from his mouth and pointed at Ben. "I…will…surpass…you!" he stated through heavy breaths and made to launch another barrage of magic bullets at Ben, pleased that they appeared to be causing him pain. However, before he could do so, he found himself diving out of the way of a large glob of slime that Ben threw at him. Managing to dodge the slimy projectile, Saji returned to his feet to see Ben, the top half of his body morphed into the shape of a dart which closed the distance between them in the blink of an eye. In the span of a second, the tip of Ben's body morphed again into a huge fist; his speed undiminished from his lightning-fast lunge and struck Saji square in the face and knocking him to the ground where he stayed, unable to rise again in his unconscious state.

In a flash of light, Ben reverted back to his normal form and knelt by Saji's head, resting his hand on the unconscious Pawn's shoulder even as he was wrapped in light.

"You did well," Ben muttered with a small smile on his face as Saji disappeared. "With that kind of determination, you'll make a great teacher one day."

[One of Sona Sitri's Pawns; retired.]

Returning to his feet, Ben exited the store he had been fighting in, picked up one of the chairs that had been thrown around during his fight and sat down just in time to see Koneko walking towards him, the evidence of her fight all over her injured body.

She must have won her fight against her opponent. He must've missed Grayfia's announcement during his own fight.

"Hey Koneko," he called out, attracting her attention. He noticed how her white cat ears perked up when she saw him and how she quickened her pace towards him, sitting in the chair Ben had picked up and placed beside him. "How'd your fight go?"

"She I't stand a chance. I'm a hellcat and I won't lose," Koneko replied simply and Ben couldn't help but chuckle at her choice of words and ruffled her ash-white hair affectionately.

"That you are," he agreed before a thought came to mind. "That's not a bad name actually. You mind if I use that for my Nekomata form?"

The response he got was Koneko leaning into him and a slight nod from her. He smiled and subconsciously scratched behind one of her feline ears, the faint sound of purring emanating from her instantly following.

'So adorable!' Ben thought as the two of them sat in silence in the aftermath of their fights.

Their short respite was brought to an abrupt end, though, when Grayfia's voice suddenly echoed above them.

[One of Rias Gremory's Knights; retired.]

The announcement took them both by surprise and they shot to their feet while Ben activated his communication circle and contacted Rias as Koneko copied him.

"Rias! Who was that?" he asked her through the communication circle.

[Xenovia. Her and Kiba went down to the underground parking garage where they met Tsubaki and one of Sona's Knights. Kiba's struggling to keep them at bay,] Rias responded in his ear.

"What do you want us to do? We've beaten our opponents and secured the atrium," Ben explained, casting a quick glance around the atrium at the evidence of his fight.

[I expected nothing less. Koneko, I want you to head down to Kiba and assist him in securing the underground route. We can't have them flanking us and attacking our rear.]

"Got it," Koneko nodded in understanding.

"What do you want me to do?" Ben asked. "Should I go with Koneko?"

[No, we can't lose our momentum. I want you to head on and join in with attacking the enemy base,] Rias told him.

Ben nodded his head in affirmation. "Okay. I'll head there right away."

[We'll see you there,] Rias said before ending their communication.

Ben and Koneko looked at each other and wished the other good luck before heading away from each other towards their respective objectives.

---

. . . . .

It didn't take long for Ben to stumble across his new opponents.

"Ah, hello Ben. I see you were able to finish off my advance team. I warned Saji about your power, but he was insistent on fighting you."

Sona Sitri stood in the centre of the atrium, a few feet away from where her base was. On either side of the Sitri heiress stood her two bishops with their palms stretched out towards him. It didn't take a genius to figure out that they were the ones sustaining the barrier which separated the two teams. He examined the barrier quickly but could tell that it wasn't just for show; he could easily destroy it with his more powerful transformations, but he ran the risk of it rebounding and destroying part of the arena and forcing him to be retired from the game for breaking a rule.

'If only Kiba or Xenovia were here then they could cut through it with their holy swords,' Ben thought as he heard footsteps behind him.

Rias and Asia had made it at last.

"You're pretty bold, Sona. To come so far from your base," Rias stated with a small smile.

"I could say the same thing for you. What brings the Gremory King all the way over here?" Sona retorted, a similar smile on her face.

"I like to lead from the front where I can," Rias explained simply.

"I know. I saw your match against Riser after all. So, how do you plan to get past this barrier then? Sure, you could destroy it with brute force but then you'll also seriously damage the surrounding area and be forcibly retired, and of your two holy sword users: one has been removed and the other is being held at bay by Tsubaki," Sona told them, the smile on her face growing broader as she explained their situation to them.

Ben couldn't help but be impressed by Sona's cunning plan.

They had been outsmarted by her. Either they help Kiba and bring him to cut through the barrier which would take time; something they didn't have much of left, or one of them sacrifice themselves to break through the barrier….

…or, at least, that's what Sona was hoping for.

"That's a brilliant plan, Sona, but there's one thing you forgot to take into account," Ben stated as he approached the barrier.

"What's that?" Sona asked him, suspicion in her eyes.

"I've got a form which can phase through anything!" Ben declared as he slammed his hand down on the dial, his form selected.

[Transform: Big Chi –…&/$%£^*# ...Ectonurite!]

Ben knew something was wrong as soon as the light faded away to reveal, instead of his Big Chill form as he wanted, he had turned into a ghost-like creature he had never seen before. Rather, his spectral body was now a grey-purple and had long, black razor-sharp claws. Black lines stretched across his body, parts of his spine protruded through his back, and his head, which was upside-down and greyish brown in colour, held one malicious-looking eye.

He thought he could hear someone shouting his name…but they sounded so far away that he couldn't make out what they were saying and, just as someone had flipped a switch, his vision turned black and he found himself surrounded by darkness.

"Not this time, Tennyson! This time, I'll be taking control!" an eerily familiar voice cried out in his head as he felt himself falling through nothingness before quickly succumbing to the engulfing darkness.

---

. . . . .

Demonomicum extract:

Necrofriggian

Appearance: As a genderless, insectoid/humanoid species, there are no distinct differences between each individual Necrofriggian to help tell them apart. They have long antenna protruding from the backs of their head and possess large wings which can fold around the Necrofriggian's form and act as a layer of clothing in the form of a hooded robe [Note: Unsure of reason for such behaviour. Requires further study] which gives them a phantom-like appearance.

Their bodies are blue in colour with black and white spots that resemble ice chunks dotted about them, a light blue torso and large pale green eyes. They have three pointed fingers and a thumb on each hand and two toes on each foot with a third similar toe-like appendage on their ankles.

Bio: The Underworld, much like the Human world above, is a place where life has found a way to survive, sometimes in even the harshest of climates. Nowhere is this more evident than in the frozen northern wastelands of the Underworld where the temperature is almost constantly -196°C, a temperature Necrofriggians find agreeable with their biology and favour overall though it has been observed that they can survive nearly anywhere except in areas of extreme heat (areas such as Pyros), a boon to their nomadic lifestyles. They spend their lives simply flying wherever the wind takes them, not heading anywhere in particular.

Reports obtained from the human world of Necrofriggian sightings, mainly in their northern territories, led me and many others to the belief that there lies a gateway between the Underworld and Human world…though such a gate has never been found, even after over several millennia of searching.

While they appear docile and peaceful at first glance, particularly when they are wrapped up in their wings [Note: Is this the reason they cover themselves?]. While this is true when left alone, if they feel threatened then caution is strongly advised. When defending themselves, their breath can be used as a weapon by exhaling ice which freezes anything it touches…even a person! Their hands also possess this power and can freeze anything they touch.

Perhaps the thing that makes Necrofriggians so dangerous when provoked is their ability to turn intangible and pass through any solid matter and, should they choose to, they can freeze whatever they pass through.

[N.B: Perhaps one of my greatest failures as a researcher of the remarkable wildlife of the Underworld is my failure to document how Necrofriggians give birth. A no doubt fascinating event to behold due to their genderless species.]

Power Level: Mid-class devil

Threat Level: Medium

. . . . . . . . . . . . . . . . . . . .

A/N: So, Vilgax has finally made his appearance in my story.

Before you start asking, I'll let you all know now that he won't be exactly like he was in the original cartoon. He is also on a completely different level than his canonical version so please don't think that Ben would be able to fight him like canon. This version of Vilgax is an extremely powerful being who fought and survived against the forces of Heaven and Azmuth's dragons. Even in his current, weakened state, he could hold his own against the majority of powerful supernatural beings.

For his equipment, he has some of the gear seen in Ultimate Alien as well as his sword. They'll have some of the abilities seen in the cartoon, but I might take some liberties and add some for him.

I hope you guys liked the rating game…or, at least, didn't find it too boring. As I said at the start of this chapter, it's been a while since my last chapter and my fight scenes may not be up to scratch. I tried to stay close to the source material but also add new stuff to spice it up.

Moving on, the next chapter will be the build-up to the fight against Diodora; I will probably add a chapter of the two short stories that you guys have been asking for.

. . . . .

Reviews

Omnigodhero: Thank you for the praise. I'll stay near the canonical timeline, but I'll also add new elements to stir up the pot and keep things exciting as best I can.

Jiongu-naruto: I described his appearance in the closing chapter of the Kuoh Academy Treaty arc. Chromastone is one of my top five favourite Ben 10 aliens and I really liked Ultimate 10's description of his ultimate form and used it in my story…with his consent of course.

Ultimatrix bearer: It's always good to hear someone sharing my views on the reboot series *yuck*. I will do my best to stay clear of it for the most part and only consider the rare good parts of it.

Keep being awesome yourself.

Nivek Beldo: Once again, its good to see your reviews, buddy. I'm glad you're still enjoying my story and hope to see your review for this chapter.

VegitoSSGSSB: Thank you for spotting my mistake. I'll correct it ASAP.

E-BLOK5290: Hello, again. To answer your first review; I never considered replacing Matsuda and Motohama with Kevin and Cooper because it never came to mind. This is my first fanfic and I was still learning the ropes and work out issues with my writing (probably seen in my first few chapters and how it's progressed.)

I don't plan on including Jesus in my story as I have no clear ideas as to what I could do with him. If you've got any ideas, I would appreciate hearing any you've got if you have any.

I've been hearing a few people want Ship as Ben's familiar. Transport isn't really an issue as everyone can teleport wherever they want to go. That being said, I have heard people's voices and will try and find a way to insert Ship in fluidly. Don't expect it in the next chapter though.

Your Alien X idea has some merit and it's the only way I would consider inserting such an OP being. BTW, I've seen Gurren Lagann and agree with you that it would serve well as a final battle.

I recall hearing about Gwen's older brother in the cartoon but I'm not overly familiar with him (I could do some research though). Haven't decided yet what he'll be but it would be between either a regular human or an exorcist.

DaDog: I'm always glad to answer serious questions about my story if I can answer them for people. Thank you for being interested enough to ask these questions. Speaking of which:

1: I would say no because, technically, they were all the same thing once, Angels. The only differences are their abilities and weaknesses. It's the same as when I was asked a while ago if Ben could get the same water abilities as the Sitri family.

2: No, I don't have a name for his vampire form yet. I'm going to use the canon "Whampire" alien as its own species, a species of vampires corrupted during the great war and similar to the animalistic vampires you sometimes see in films.

3: Fenrir can be sentient when he next appears in the story. Ben could, hypothetically become a god-killing wolf but, as you say, it would be hard for him to transform into it.

4: They are something else.

5: I don't have plans to include Naljian or Anodites in my story, but I might include the Ledgerdomain for the wizards and magic-users in the DxD world.

6: I'm not completely familiar with such creatures. I try to stay close to things I can write about, but I consider any ideas my readers may have.

Guest: It will be difficult to insert the kraken because it requires an aquatic setting which is challenging to insert fluidly.

. . . . .

I don't know how long it will be until I'm done with the next chapter as I've got a whole new semester of university work to look forward to, and don't know when I'll be able to finish it. However, I will keep up with my story as long as people keep reading it.

Until then, I look forward to reading your reviews.