Girl trouble

Ben was currently lying on his bed staring up at the ceiling with a lost look in his eye while a creature that looked like a galvanic mechamorph was currently sleeping on his stomach. the events of the other night had left the young hero devastated, on Friday night he had gone on his very first date with a cute girl named Julie at first everything had seemed fine but after a few encounters with the creature that now rested on his stomach he had accidentally revealed his secret to her...

Flashback

Ben, now as Jetray, had followed the creature into the woods and was now glaring at it "what have you done with Julie" he demanded

"I'm here and how do you know my name?" she asked, Jetray gave a worried look and he flew down

"Julie don't be scared, it's me...Ben" he said

Julie took a step back at that "you're a monster?" she asked

hearing those words made Ben feel terrible on the inside but he knew that she didn't mean it in the way people used to say it. "Uh no, well yes, actually I'm like about 20 monsters" Ben said

"well that's...odd" she said as Ben turned back to normal

Flashback end

However that wasn't what had left him devastated it was what she said to him after Baz-El had left...

Flashback

Ben and Julie were now walking home while Ship sat perched on Ben's shoulder rubbing itself on the cybernetic part of his head "so um Julie I hope I'm not being to straight forward here but um would you like to go out again next week if you're not busy?" he asked

Julie however got an unsure look on her face "look Ben you seem like a nice guy but I'd prefer to be with someone who 1. is more man than machine 2. won't turn into freaky monsters at the push of a button and 3. doesn't have a mouthful of crystal fangs, as would a most girls, so the answer is no" she said and she continued walking leaving a totally devastated Ben behind.

Flashback End

A tear rolled down the side of his head before he put his hand on Ship 'well at least I got a new pet' he thought to himself, there was then a knocking on his door "yo" he said, the door then opened to reveal Gwen and Kevin

"oh geez I know that look" Kevin said as he closed the door behind him

"hey what are you guys doing here?" Ben asked

"your mum called and said that you weren't doing too well since your date the other night so she asked me to come over and talk with you because of how close we are" Gwen explained

"and you Kevin?" Ben asked

"I'm here if you need some guy to guy talk" he replied

"so what happened?" Gwen asked Ben gave a sad sigh and told them about the events of the other night.

When he had finished both Gwen and Kevin were angry at how Julie rejected Ben's offer for another date in the absolute meanest way possible, Gwen more so "Ben listen to me now, if that bitch can't like you for who you are then she doesn't deserve you" Gwen said

"totally dude, I bet there's a billion other girls out there who'd want to be with you" Kevin added

"maybe, but she did have a point though, how many girls really would want to be in a relationship with a cyborg with teeth that can chew up Taydenite" Ben said

Gwen then sat down on the edge of his bed and put a hand on his chest "Ben you're still young you've got years to find someone special" she said

"yeah so enjoy the freedom while you have it" Kevin said, Gwen faced Kevin and gave him a glare "just saying is all" he said while putting his hands up in defence.

Ben then sat up with a small smile on his face, the movement of which woke Ship up "you know guys you're right who cares what she thinks about me, she's just one person compared to the millions out there" he said as his smile got bigger

"hey Ben how's about I take you to your favourite place?" Kevin asked

"sounds great" Ben said as he got up and Ship leapt onto his shoulder

"that thing has really taken a shine to you hasn't it?" Gwen said as she rubbed Ships head

"yeah I think he likes me because of my cybernetic parts" Ben replied

"well it better not poop in my car" Kevin said as he left the room

"I don't think it even can" Ben said as he and Gwen followed him.

After a bit of driving and passing by a Mr Smoothy and an Amusement Park which left Gwen and Kevin puzzled as to where Ben's favourite place was "turn in here" Ben said pointing to an open gate to an old factory "and park at the back" he ordered

"you're the boss" Kevin said as he drove his car through the gate. Once they had parked Ben got out and headed to an old door while Gwen and Kevin followed him, when they reached the door Ben knocked 3 times before a hatch slid open at the top

"what's the password?" the man on the other side said

"let me in you idiot" Ben replied

"oh Ben come in" he said and the door opened

"come on you guys" Ben said as he walked in with Gwen and Kevin following him when the door closed they saw an alien that could only be described as the hulk on steroids guarding the door. They then walked over to a futuristic looking elevator and got in Ben then pressed the button and the doors closed before they all got the feeling of the elevator going down. When they reached the bottom the doors opened and Gwen and Kevin were left in awe "guys, welcome to Undertown" Ben said happily and he began heading into the city

"Gwen did you know that this place was here?" Kevin asked

"I came down here once as a kid when we thought Ben had been kidnapped or something, but I hardly saw any of it" she said as they followed Ben

"well apparently Ben has been down here more than once" Kevin pointed out as Ben greeted or was greeted by many different types of aliens

"yes he has" Gwen said as her eyes narrowed slightly.

As they kept walking Kevin was surprised at all of the stuff that was for sale "whoa a lot of the stuff here you can't even get in this Galaxy" Kevin said

"you know I'm starting to get an idea on where Ben's headed and if he is he's going to get in so much trouble" she said as her eyes narrowed, Gwen's guess proved right they were now standing in front of the Black Hole "Ben how long have you been coming down here?" she asked

"nearly every chance I get" Ben said casually and he walked in to see surprisingly only one person sitting at the bar with the bar keep being as far away from them as he could.

Gwen was about to follow when a shaking firm had held her shoulder looking she was surprised to see Kevin pale and shaking with a look of shock on his face "Kevin what's wrong!" she asked incredibly concerned about him

"tha-tha-that's one o-of the s-seven Space Demons" he stuttered out, she moved him back so he couldn't see the figure anymore and began trying to calm him down.

Inside however Ben sat down next to the stranger who he saw was a young woman who was about his age or maybe a year or two older, she had milk chocolate coloured skin, long red locks of hair that looked like liquorice with two black horns coming out of the sides of her head, and she was wearing a metallic purple tank top with matching short shorts, purple boots and grey gloves, topped off with a long tail lizard-like tail made of red liquorice with a sharp candy corn like spike on the end "hey Barking a pint of Grats please" Ben asked

"Grats huh? that sounds like something a friend of mine would drink" the girl said

"well personally I think it's the best drink there is" Ben said

"really? well then try this" she said as she slid a cup in front of Ben

Ben took one sip before he pulled a sour face "wow, man that's strong" he said as he slid it back to she then turned around in her seat to reveal that she had what looked like several orange mini M&M's on each cheek that looked like freckles, and yellow eyes with red slits

"yeah that's how all newbie's respond" she said before pausing

"you don't know who I am do you?" she said

"no, why? should I?" Ben asked

"Vilespa, one of the Seven Space Demon's" she said while extending her hand thinking he'd run away at that

"Ben Tennyson" he said as he shook her hand, surprising her "and this is my new pet Ship" he said while pointing to the dog-like galvanic mechamorph on his shoulder

"ship" it said

"hmm interesting I've never seen that kind of creature before" Vilespa said as she stroked Ship's head

"yeah he was spawned by a Galvanic Mechamorph" Ben explained

"ah I thought the pattern looked familiar, so what are you doing in a place like this?" she asked

"I come here when I'm feeling down or just to have some fun and drink" Ben replied

"yeah but why this particular bar, it's not exactly kid friendly here" she said

"well you see years ago shortly after I got all of this" gesturing to all of his cybernetic parts "I had a bad incident and I wound up here where I met another cyborg named Captain Dagger and his crew and he taught me that no matter what happens with me I'll always be accepted somewhere" he explained

"let me guess he was the one who got ya hooked on Grats?"

"yeah, I drank so much of the stuff that day that they gave me the nickname..."

"Bottomless Benny"

"yeah, how did you know?"

"he told me about a boy he met here one day that became the life of the party"

"how do you know Captain Dagger?"

"simple, he's one of the 7 Space Demon's as well"

"what exactly is a Space Demon?"

"the 7 Space Demon's are a group of 7 of the toughest, meanest, most dangerous criminals in the universe"

"huh I guess that's why Grandpa Max said that Dagger was more dangerous than Vilgax"

"Vilgax! Pfft that guy in a disgrace to the name 7 Space Demon's"

"so Vilgax was a Space Demon as well?"

"he still is and is currently treading on very thin ice, the other Space Demons and I were thinking of finding someone better to replace him"

"wait so you mean he's alive!"

"well he was dead for a while but his minions were able to bring him back to life" Ben's arm began to spark at that as his rage built

"the next time I see Vilgax I am going to make sure that there isn't a shred left of him this time"

"wait so you were the one who killed him the first time?"

"yes, I completely obliterated him with an energy blast"

"wow you know for being able to kill one of the 7 Space Demon's that gives you full entitlement to take their position"

"no thanks I'm already currently labelled as the Terror of the Universe I don't want to have the title of Space Demon under my belt as well"

"then how about this tough guy we fight, if you win you get to do whatever you want if I win you take Vilgax's place" Ben looked at the girl holding her hand out

"ah why not" he said and they shook hand's

"okay lets do this on a planet I know"

"alright let's go" Ben said Vilespa then grabbed Ben's hand before pressing a button on her belt making them disappear.

They reappeared on a planet that looked a lot like the moon only he could breathe "this planet is devoid of any life so we can go all out without hurting anyone" she said

"well time to begin fighting I think I'll-" Ben was cut off as Ship, who had still been perched on his shoulder, merged with his cybernetic parts on Ben's body. His cybernetic eye went green, his arm bulked up slightly with his fingers turning into claws, Ship then spread over to Ben's other arm making it look the same as his upgraded cybernetic and then sliding down his sides and upgrading his legs making them bulkier and giving him 3 toed lizard like feat. "um this doesn't count as cheating does it?" Ben asked

"trust me sweetheart you gonna need all the help you can get to beat me" Vilespa said Ben then raised his arm up and shot Vilespa straight in the stomach with and energy ball which carried her back until she crashed into an out cropping where the energy ball detonated resulting in a huge explosion.

"Whoa" Ben said in awe

"Ship" Ship said in a low tone, Vilespa then shot forward and punched Ben hard in the stomach before she began rapidly punching and kicking him. Vilespa got in some very painful blows before Ben slammed both hands into the side of her head, stunning her before 6 lasers popped out of both of his forearms and began rapidly firing lasers at Vilespa, she managed to cross her arms in front of her to block most of the laser's but the force from them was making her slide back. When the lasers finally stopped she looked up only to be hit by a massive fist and sent sailing back as she flipped over she saw a 60ft tall Vaxasaurian wearing the same armour Ben had just been wearing now charging at her at full speed as soon, as she landed on her feet she thrust her hands out and stopped the fist that had been about to smash her.

She then grabbed one of his armour covered fingers and swung him over her before slamming him into the ground "I didn't become a Space Demon simply because of my good looks" she said before she grabbed the same finger and began repeatedly slamming him to the ground. After the tenth time she hurled Humungousaur into a mountain where he lay for a bit before turning into

"XLR8! Hey I didn't know I still had this guy" XLR8 said and in the blink of an eye he was 3 meters behind Vilespa "whoa that was fast even for me" he said

"wha-" Vilespa didn't even get a chance to speak before it felt like 10 Tetramand's were beating her to a pulp, it only lasted for about 10 seconds though before it stopped and she fell to her knees

"thanks to Ship I can go so fast it's like time stops for me"

"well then looks like I'll have to turn things up a notch" she said as she stood up and in an instant they both disappeared.

Clashes of thunder were heard all around the area, rocks burst, clouds of dust blew everywhere, and long trenches appeared everywhere, with one final loud clap of thunder both XLR8 and Vilespa appeared both looking very messed up with a few cuts here and there and large bruises forming while both were slightly winded "I must say in all my years you're the first one to hurt me aside from the other Space Demon's"

"thanks but this fight is far from over" XLR8 said, he then raised both arms again only this time he stuck the armoured hands morphed into energy cannons which began firing energy balls at Vilespa.

Vilespa charged forward while ignoring the blasts hitting her before she as she leapt up and came down with her fist extended at him. He leapt to the side avoiding the hit which had now split the ground open before she pushed of and socked him in the jaw sending him flying into the side of a mountain. XLR8 smirked as he got up "well then, lets dance" he said before leaping to the side to avoid Vilespa's punch again, which made the whole mountain crumble, he then returned the favour by punching her in the face which sent he flying, as she flew XLR8 chased after her and began hitting her constantly as she flew. He then stopped and grabbed her tail before spinning around like a top, letting go of her she flew again and crashed head first into a mountain which collapsed on top of her. XLR8 patently watched the pile of rubble that used to be a mountain for any sign of movement, beams of pink light shot out of the rubble before the pile of rubble exploded in a dome of pink energy "didn't think that she was out yet" he said before she burst out of the ground right in front of him and gave him an uppercut followed by a kick to the chest making XLR8 skid back with his feet making two long trenches as he did.

When he came to a stop Vilespa grabbed his head and began repeatedly slamming his head into the ground, after the twentieth hit XLR8 flashed green and turned into Four Arms one hand grabbed Vilespa's head, another grabbed both of her hands, another grabbed her legs, and the last rapidly punched her in the stomach. Four Arms kept punching her for about another 3 minutes before he let go of her feet and face and began repeatedly slamming her on the ground. He then let go of her hands and sent her flying with a punch to the face, chest and stomach at the same time, Vilespa tumbled again before coming to a stop at the base of another mountain. With a groan she stood up and glared at him before smirking "not bad big guy but let's see how you can handle this" she muttered to herself, she then turned around and shoved both hands into the mountain and lifted the whole thing up above her head "whoa" Four Arms said in shock "hey big guy try and catch this!" she shouted and she hurled the entire mountain at him

"oh crud" he said before the entire mountain landed on top of him.

"And that's the end of him" she said casually before dusting her hands off, suddenly a huge green figure burst out of the rubble and continued growing until it stopped and the green disappeared

"Way Big!" it said before it reared an arm back

"oh this might hurt" she said before a huge black and green armoured fist smashed down on her so hard it made an aftershock that spread out over almost the entire planet when he raised his fist he could see Vilespa embedded at the bottom of the fist shaped hole "yeah *cough* I was right, it did hurt" she said before Way Big began punching the hole over and over again. He then reached into the hole and pulled out Vilespa before dropping her to the ground, Way Big began to glow again before he turned into a black and yellow ape-like humanoid

"what the! I've never even seen this guy before" he said in surprise

"Ship" Ship said

"wait does this mean you can unlock any alien while your merged with my Omnitrix?"

"Ship, Ship" he replied in a happy tone

"alright time to lay down some smack down" he said as he banged his fist into his palm. Ben watched as Vilespa got back onto her feet and glared at him before he and Vilespa charged at each other when they met they locked hands trying to push the other back "aye wanna see something shocking?" Ben's new alien said

"and that would be?" Vilespa asked Ben's new alien then screeched and hundreds of volts of electricity shot through her body causing her to scream in pain before he stopped and let go of her hands making her now smoking body fall limply to the ground "told ya it'd be shocking, hmm I think I'll call this guy Shocksquatsh" he said before he realised something "hey Ship you didn't get hurt by that did you?" he asked worried that he had hurt him, Ship's head rose up out of the new armour and began nuzzling its face up against Shocksquatsh's face while saying its name "that's good to hear" he said as he scratched Ship's head. He then felt a hand rest on his unprotected mid section looking down he saw Vilespa smirking before she fired an energy blast that sent Shocksquatsh flying back a mile before hitting and tumbling along the ground

"ugh well shoulda seen that coming" he said as he saw a trail of dust heading towards him "well she wants more I'll give her more"

"Ship" Ship said and in a flash of green Shocksquatsh now had 2 generators on his back, his yellow fur had changed to a more greyish yellow colour and he now had stitch like marks on his arms "okay Ship you are literally full of surprises" he then began to spark "Shockstrike is ready to fight!" he said before he caught Vilespa's hand, shocking her in the process before hurling her to the side.

Vilespa did several flips until she landed on her feet "okay sparky let's see how you like this" she said she then made an energy ball in each hand and began spinning around like a top sending energy ball's flying directly at Shockstrike at high speed he managed to dodge the first few before one struck his shoulder, stunning him slightly which let him be pelted by a barrage of energy blasts. By the time she stopped spinning she was out of breath and incredibly dizzy, looking up she saw Shockstrike lying on the ground smoking, she stumbled over to him as she saw that he wasn't moving at all "well that's what you get for accepting a challenge from one of the 7 Space Demon's" she said as she kept stumbling over to him.

Vilespa then saw a pink flash up a head looking up she saw a male teenager and "an Anodite?" she said in surprise, Shockstrike then quickly sat up with its right fist glowing before it shot off and punched her in the face so hard she thought her skull had shattered, the force from the blow sent her flying off her feet. Shockstrike then got back on his feet with the fist reattaching back to his arm, he then lunged forward and punched Vilespa into the ground. As she tried to get back up Shockstrike grabbed her and picked her "put me down you-" she was cut off as Shockstrike threw her into the ground with such force that she made a 3 meter deep hole.

Gwen and Kevin who had arrived thanks to a teleportation spell watched in shock at what Ben in his new odd looking alien form had just done to one of the 7 Space Demon's "I don't believe it, how could Tennyson be that strong?" Kevin asked

"maybe the strength of the 7 Space Demon's was exaggerated a bit" Gwen said

"I hope so" Kevin said, they then watched as Ben put his hands together with the Galvanic Mechamorph armour on them fusing together and morphed into what looked like a cannon.

Shockstrike began to spark with green electricity that was travelling straight into the cannon which glowed a yellowish green on the inside that started to get brighter and brighter, inside the hole he could hear Vilespa "okay that's it this fight ends now!" she said as she started to stand up

"my thoughts exactly, TAKE THIS!" Shockstrike yelled and he fired the beam straight down into the hole Vilespa's body had made. As the beam continued the ground around Shockstrike began to rise up as well as shake violently causing Kevin to fall to his knees, beams of green energy began bursting out of the ground all over the area making Gwen to put a shield up to protect her and Kevin. After a minute the beam finally stopped and the armour on Shockstrike's hands separated, in a flash of green Ben was now back to normal this was followed by Ship retracting its armour on Ben before falling to the ground in exhaustion to which Ben quickly followed.

"BEN!" Gwen shouted and she flew over to her cousin while Kevin ran after her, when Gwen arrived she was shocked at how badly hurt he was "don't worry Ben I know a healing spell!" she said she then put her hands on his chest and stomach and began chanting something, pink waves of light began washing over Ben's body and both Gwen and Kevin watched as all of Ben's injuries rapidly healed up.

Once Ben was fully healed he sat up "man that kind of attack really takes a lot out of a guy" he said before he picked up the limp Ship "hey buddy you okay?" he asked

"ship" it said weakly, Gwen then put her hands on Ship and began to restore his energy. Once Ship's energy had returned he was as energetic as he was before

"so Ben what happened here?" Gwen asked as she turned back to normal

"well after I accepted a fight from Vilespa"

"which was the dumbest thing you could have" Kevin added, Ben frowned but continued

"Ship merged with my cybernetic parts and not only made me stronger and faster but he upgraded my Omnitrix, allowing me to turn into any alien I thought of and preventing it from timing out"

"what was that alien that you were before?" Gwen asked

Ben's eyes lit up at this "Ship unlocked a new alien and fused it with Frankenstrike"

"kinda like what happened when the face plate of your Omnitrix fell off?"

"yeah only the combinations are more useful"

"I still can't believe you beat one of the 7 Space Demon's" Kevin said

"well if it wasn't for Ship I wouldn't have lasted a minute against her...speaking of which is there anything left of her after that?" Ben asked, Gwen's hand began to glow as she moved it around "yes she's alive, but barely" Gwen replied, a stream of mana shot out of her hand and went down into one of the many holes that now littered the area.

The mana beam then retracted with Vilespa in a bubble of mana at the end Gwen then gently placed her on the ground "*whistle* man you really did a major number on her" Kevin said as he looked at Vilespa's badly beaten body before he took out his phone and took a picture of her

"Kevin!" Gwen snapped

"oh come on how many people are going to believe that Ben actually beat a Space Demon without any proof" Kevin protested

"he has a point but anyway can you fix her up as well?" Ben asked

"are you sure Ben?" she asked, Ben just nodded and Gwen began healing Vilespa.

Once she was healed fully she stood up and looked at Ben "I must say Ben that was one heck of a finishing move, I'm lucky I didn't die from that, also encase you didn't realise about our deal it is really your choice if you want to be a Space Demon or not I can't force you"

"then why did you say that if I lose I become a Space Demon"

"simple I wanted to fight you with you going all out but I knew that you wouldn't want to fight me straight up so I made up that silly little deal which just gave you a reason not to lose to me"

"well I gotta admit I did have fun plus I got to find out what his little guy is capable of" Ben said as he rubbed Ship's head

"I had a lot of fun too, I haven't had a fight like that in a long time, maybe we can fight again sometime"

"sounds good"

Vilespa then grabbed Ben and gave him a huge French kiss before she broke it and took a step back "see ya Benny" she said with a wink before touching her belt and disappeared.

All three of them were stunned at what just happened, Ben was the first to speak "did what I think just happened happen?" he asked

"you mean that you just got your first kiss from the most deadliest women in the universe, then yes" Kevin replied

"well I bet today's events have taken your mind off of what Julie said, huh Ben?" Gwen asked

"who cares what Julie thinks" Ben said now recovered from the kiss

Gwen smiled at this "that's what I like to hear, now let's go home" She said as she changed into her odd form and in a flash all four of them disappeared.