In one of ouran's bath rooms

Ben was leaning against the wall, as Kyoya rant while washing his hands, "I mean everyone at that school dressed and acted the same, and every girl's personality drastically changed after a week I mean they should have been investigations even if they where not missing girls!?"

Ben sighed and crossed his arms, "magic dude Magic! When that's involved no need to question answer is magic. Why no one investigate reason magic! Let it go man!" Ben sound annoyed.

Kyoya sighed as he adjusted his glasses as he said, "I know it just feels so stupid that, that's the answer it's hardly a mystery, and if there is no mystery what is the fun?"

Ben rolled his eyes and said, "No mysteries is the fun ones dude! Now to our big problem we have our formerly brainwashed we there hero fan girls, normal fan girls and the new we saved the day fan girls outside waiting for us!"

In a moment a chill visible ran down Kyoya's spine as she shivered and paled, "Oh are never getting out of here!" he said with a grim look upon his face!

Ben then looked at the omnitrix and said, "you forget quickly, What we have my friend!"

At that moment a stall door cracked open and looking in form the crack and form it Umehito looked through as Ben hit his strange looking watch and became Portaler and opened a portal for him and Kyoya to travel through!

The head of the black magic club covered his mouth in shock as his eyes widen before he took a deep breath and said, "I have witnessed Real life Magic!" he said in shock before tearing up and adding happily, "this is the second greatest day of my life! Right behind my little sister becoming an occultist like me!"

Meanwhile in the host Club.

The Gang were hiding in there.

Hikaru and Kaoru where moving things in front of the door, as Mori was shaking, Honey was hugging his bunny, Tamaki was holding his chin trying to think of a way out.

Haruhi was just looking at the dress on the uniform, "who designed this thing?"

At that moment a portal opened and Kyoya and portaler's head popped out and Kyoya sighed for them to follow, "come quickly if you want to avoid the fan girls slash bitches ticked at Haruhi!"

The club nodded as they ran through the portal and as soon as they were all through the doors burst open making the things in front of it fly as the girls walked in only to gasp in shock as no one was inside.

Elsewhere.

the gang where now on the school roof and Hikaru looked to Ben and said, "WHY UP HERE!?"

Ben crossed his arms as he timed out and said, "Heroes don't' cut school just to avoid fan girls!" He sound sad about that!

Tamaki then looked to the clock tower happily and said, "And we don't have to there is only a half hour left we just have to stay hidden then we can warp out of here!" He sound so happy.

Haruhi rolled her eyes as she said, "or we could get the tech ten packs and star shooting bitches!?"

Mori looked to her and said, "Solid plan BE!"

Ben rolled his eyes and said, "You forget again what we have on our side!" he said happily holding out the omnitrix.

Mori crossed his arms and comment on this, "the omnitrix is the ultimate freedom able to allow someone to he there true self what ever that may be or become what they want, through it nothing is impossible I do not like abusing it like this!"

Honey looked to him with a gasp, "I didn't know you could even talk that much cousin?"

Ben then looked through his aliens before the dial popped out and he said, "note my friend but right now what choice do we have?" he then hit the dial with a finger tap making him turn into Clockwork unknown to them the Black magic club where down below watching.

As moments later Clockwork and the host seemed to blur as a bright flash hit the world, then the club signaling the end of the school day hit and the host where gone.

one of the club members, "the American was the turtle that beat up the witch he has to be after that!"

One of the clubs members growled, "How dare the host club get the magical one! He should he one of us!"

Elsewhere in Haruhi's house, the host club appeared, and they noticed Her father who was still frozen.

Ben then hi the dial to become Waterhazard and said, "Sorry about this!" he then Blast Ryoji with water snapping him out of it as he spat the water out he was all wet and spitting out, "ALIEN ALIEN! MY BABY IS FRIENDS WITH AN ALIEN!"

Kyoya then turned on the news still showing the witch and Ben fighting, "who beat up a real life witch and saved all the girls at that school form being her cultist. Keep in mind your own daughter almost went to that school meaning your own daughter was almost brainwashed into a witches cult!"

Ryoji screamed before hugging Ben and saying, "thank you friendly alien!" he was cuddling Ben and said Alien looked at him.

Ben then hit the dial becoming ghostfreak and phasing through him to get free of the hug as he said, "your welcome. I really wish I didn't have to speed up time to get us out of there!"

Hikaru cleared his throat and said," If I may have the floor my friends. Let's look at facts the tells that something was up with that school was strange student behavior and everyone dressing the same and starting to act the same. Now I hate to say it but it Seems Ouran matches strange behavior and as most of the students look down on the lower class, we have starting to act the same as well."

Kaoru rubbed his chin and said, "And we did fight that ghost there so who's to say what else is hiding at Ouran!"

Ryoji jumped in a panic at what was being said around him as Tamaki looked to Ben.

The blonde Smiled and happily said, "Allow me the honors Ben's. I know what we're doing to! Investigating Ouran!"

Honey cheered and said, "yeah but can I talk with Ben and Kyoya I have ideas for mods to our laser backpacks!"

Ryoji then fainted flat out with no one seeming to notice not even his own daughter.

Later on in the middle of the night the host club where walking through the halls of Ouran.

Haruhi was holding a square metal peace with two rotating smaller circles on it, "Are we should to gatling automatic machine head will work and give us laser machine guns when hooked up?"

Kyoya shrugged as he said, "it's a prototype who knows really let's hope we don't have to field test it tonight!"

It was at that Moment Honey kicked down a door and screamed making everyone run to him and gasp there was the Black magic club.

Umehito got up as the host tried to yell it wasn't what it looked like but he laughed, "please I saw Ben shapeshift twice and the rest of the club saw what he did on the roof. We know very well you are investigating the supernatural with supernatural help! HOW DARE YOU DO THIS IT SHOULD BE US!?"

Kirimi then popped wearing her hood and holding her big plush version of her brothers puppet and said, "What my brother said!"

Kyoya adjusted his glasses and looked to Ben and said, "Looks like we have to do a memory whip for the first time!"

Ben was brainstorm cracking his claws, "read now hold still so when I use my electrical signals I just erase a day of memory, and don't fire something important like the speak center, or organ control!"

The black magic club then all screamed loud making a strange voice yell "I AM TRYING TO SLEEP!" in a moment the warped to a garden in day light with a purple sky and pink Sun!

Ben looked around as everyone was freaking out, "an extra-dimensional pocket we are not allow! And what ever it is, is powerful enough to warp space time! As Much as I hate to say it we'll need the help black magic club you want a super natural adventure you got it! Just don't tell a soul and no brain whipping for you!"

The black magic club cheered as they agreed to the terms some of them even doing a dance.

Then the voice yelled for them to be quite again making Reiko hug Honey in fear making Honey blush red.

Ben then moved along on his crab legs and said, "Well then let's follow the voice of what's doing this stick together watch eachother's backs and don't touch nothing!" They all nodded as they head along.

along the way they spotted strange plants of strange colors, orange grass, blue trees, black sun flowers, green Bees with white strips. Pink spotted apples, yellow pears, pink and orange stripped watermelons.

Tamaki looked at them curiously, "It's like it was made by something with no understanding of color?" he then rubbed his chin to think about it, "What's your thoughts Ben you're the pro at this?"

Ben was human again as they made it to a hedge garden, the blue hedges where carved to look like all of them as he looked at it and said, "I can only say this is weird, and it just got creepy!"

Haruhi looked at her hedge copy then to herself and said," I know it! This dress does make my butt look big!"

Tamaki looked at her and put a hand on her shoulder, "trust me that's just a mistake on what ever made them you look beautiful no matter what!" he then covered his mouth as he blushed, and Haruhi blushed too.

as they continued they heard loud snoring as they came to a maze made form enter locked Black sun flowers and solving it was is as they all followed the snoring.

they came to the middle where in it laid a bed and on it a strange thing it was humanoid with blue skin long white hair three closed eyes and it's snoring revealed rows and rows of fangs it was dressed in a white kimono.

Kirimi jumped into her brother's arms out of fear.

Reiko held Honey tight!

Tamaki looked at it and whispered to Ben, "what is it?"

Ben then looked through his aliens as he whispered, "Clearly a demon! But how!"

In a moment Mori spotted something on the wall a picture of a girl form feudal japan, with long black hair in a white kimono running form a witch and he touched it and in a moment the demons three pure golden eyes snapped open and it roared.

Ben then looked to Mori, "WHAT DID I SAY ABOUT TOUCHING THING!?"

The demons got up it's hair waving as it's roar changed the place in to a cabin behind her and an old forest filled with trees that had eyes nose and mouths all around them.

Ben then saw the picture and said, "Wait Mori I think you also found out what we're facing!" he then became Brainstorm and in a moment everyone screamed as they found themselves in a void viewing something on a screen.

Ben point to it and said, "I've linked all of our minds this is our demons memories."

the girl in the picture was running as an old hag of a witch grabbed her and laughed as she said, "I will turn you into a monster forced to slaughter all who come near this place!"

the scared little girl no older then Kirimi was crying as she said, "Why are you doing this?"

the witch then laughed, "it's fun for me!" a moment later the girl was turned into the demon and she roared making a sonic scream that blast the witch's head off.

They then returned to the forest facing the demon lady who was about to scream, but Umehito spoke up and said, "STOP! IF YOU REMEMBER THAT DAY YOU ARE STILL THAT LITTLE GIRL THE WTICH IS GONE IT'S YOUR BODY YOUR MIND IT'S YOUR CHOICE! YOU CHOSE TO GO TO SLEEP TO STOP IT! NOW CHOSE TO BRAKE! WE CAN HELP YOU!" he yelled pushing his little sister behind him.

The demon stopped the scream as Ben hit the dial and turned into ghostfreak and glow inside the demons head.

Within the demons head Ben spotted the demon screaming at the girl who was in a cage and in a moment the Ben summoned his tentacles and used them to crush the demons heads.

Ben then used his ghostly claws to cut the lock of the cage out the girl was crying her long black hair hiding her eyes as Ghostfreak offered her his hand and said, "It's ok me and my friends are here to help!"

The girl crying and looked to him, "Well I see my family again?" she asked sadly.

Ghostfreak nodded as he said, "yeah we're heroes here to save you take my hand!" the girl then took his hand and ghostfreak hugged the scared child as he carried her off.

in the outside would Ghostfreak came out holding a transparent little girl who gasp as she saw her demon self standing before it shattered like glass and turned into dust.

they then found themselves back in the room they where first in, back in ouran.

As the little girl teared up and hugged Ben and said, "thank you now I can go home! Thank you Mr.!" in a moment she vanished in a flash of white light as Ben timed out.

Ben sighed as did the host club, the Black magical all whipped tears form their eyes.

Kyoya had to clean his tears off his glasses, "Well that was shockingly sad, worst part is I don't think that's the only thing hiding on school grounds!"

to be continued.