Hello, guys. So, you've been begging me to update this story, so here you go. I'm sorry if I've been absent, I have been quite busy with things lately. Mainly I've been chatting with a buddy of mine on discord to help me revamp my kill la kill fanfic, Kill la Phoenix. Luckily, I have Friday, Saturday and Sunday off.

Also, I received a question on my Archive of our Own account, which the story is posted there as well, stated: "can ben have lemons smut scenes with girls instead of showing rape scenes those already happened cause no outside interference in it's own series. So no need to rehash it lols and all that rape just kill the vibe." Not going to lie, the person has a good point. I will try my best to exclude the rape scenes, but no promises.

Also, I know that the anime consists of six episodes, in total. 3 episode in the original Angle Blade, and three episodes in Angel Blade Punish. So, why stop at just six when I can expand on the story. I might even add some OCs too, but let's see how it goes.

Also, here's Ben's Harem, so far at least: Moena Shinguuji, Ayame Fudo, and Kyoka.

I might add more, but I'm not gonna go too crazy.

Ok. Now with all of that said, lets get a move on.

Disclaimer: I don't own Angel Blade or Ben 10, both are created and owned by Masami Ōbari and Warner Bros. respectively.


Revelations


Speaking

YELLING

Alien Names

Flashback

Thinking


As Ben mulled over his thoughts, a bright light then shined behind him, "Penny for your thoughts, Benhamin?" a voice said, looking back Ben saw none other than Professor Paradox.

"Oh hey Professor" Ben said replied, sitting in the bed. "Weird. Normally you only come to warn me about something or help me return to my world after being transported to another one."

"Yes. This visit being related to the latter" Paradox said before popping a squat on a nearby chair.

"Okay then, so I got sucked into another world and you're here to take me back?" Ben asked Paradox, only for the time walker to shake his head.

"I'm afraid not." Paradox said solemnly. "While indeed you were sucked into this world, I'm sad to say that I can't bring you back" Paradox said.

This had shocked Ben, "Wait WHAT?! What do you mean I can't go back!" Ben demanded. "What about Gwen, Kevin, even Julie!? My parents are probably worried sick!"

"Calm yourself Benjamin." Paradox said, and Ben took a deep breath before calming down. "Now, let me answer your question with another. What do you remember when you fought those forever knights not too long ago?"

Ben then thought over everything that happened when he fought the Forever Knights. "Well, after me and the others apprehended those Renaissance rejects, I smashed a portal they were building, and the ending result was a powerful explosion. After that though, I can't remember anything else." He answered, and Paradox nodded.

"You see, the explosion had made another you" Paradox explained. This info shocked Ben to no end, but what Paradox said next would be an even bigger shocker. "And you are the newly made Ben" he added on.

Needless to say, this was a lot for Ben to take in. As if getting zapped into another world wasn't already a huge shock already, he finds that he's a copy of himself? "How… but… t-this... this can't be..." Ben muttered, Paradox then showed him a video recording of the fight. And indeed, the explosion had cloned Ben and sent him to another world.

"I'm sorry you had to find out this way, Benjamin. But I thought it'd be better to rip the bandage off" Paradox said with sympathy. Indeed, this was a lot to soak in. But Ben took some deep breaths and managed to gain his bearings.

"Ok." Ben said calmly. "This information is a lot to take in, but at least Gwen, Kevin and eve my… uh, the original Ben's parents won't be worried."

"Glad you're taking this information quite well, my boy." Paradox said with a smile, albeit a bit surprised that Ben is taking this info well.

"Well, I'm still quite shocked upon what you told me." Ben said while resting his head into his hands. "But dwelling on it wouldn't help the situation."

"Now, I'll bet your wanting some information in this world." Paradox said, and Ben nodded. "Well, back then, the world was suffering from pollution. And as such, the planet's surface was rendered hazardous to live in." Paradox explained, and Ben listened carefully. "But the people had a solution. They decided to literally live the high life."

Ben was confused a bit, but he seemed to understand what Paradox meant. "You mean they moved up to higher ground?"

"To put it simply, yes." Paradox acknowledged with a nod. "They've manage to construct approximately 99 cities above the hazardous surface. But little did the citizens know that the land below wasn't as deleted as they thought."

Ben then remembered his fight with the mutants he and Angel Blade fought earlier. "Wait! Those things from earlier!" Ben said in realization. "You mean those things came from the surface?"

"Absolutely, Ben." Paradox answered with a nod. "But of course, those aberrations are of an enigmatic organization referred to as Dark Mother."

"Dark Mother?" Ben asked with a mix of confusion and intrigue.

"An organization of mutants who had made their appearance." Paradox elaborated. " In fact, their base of operations is located in the skies above City Number 69, which is the city you and I are currently standing upon."

"Wait! City number 69?" Ben asked, feeling that there was some dirty reference to the number. Ben is 16, so he's not unfamiliar with such references. But he decided to focus on the situation at hand. "So, is there a group fighting these freaks?"

"Well, not exactly. Paradox said before smiling. "But there is a savior fighting against the. I'm sure you've seen her around here."

Ben was confused yet again, but then he remembered Angel Blade. "You mean Angel Blade!?"

"Bingo, my boy." Paradox said with a chuckle. "Though it seems this city now has two saviors. No doubt you and miss Angel Blade will make the fine duo." Ben had a smile upon hearing that, seeing what Angel Blade was capable of. "Any who, I should be on my way. You'd best get some rest."

Ben scratched the back of his head, "well, thanks for the explanation I guess. It's good to see you again Professor." Ben said gratefully to Professor Paradox, who nods in response.

"Anytime, Benjamin." Paradox said before pulling out his pocket watch and vanishing in a blue flash. With Paradox gone, Ben went back to sleep.


Meanwhile


Down in the polluted wastelands beneath the skyward city, a large castle that was the base of operations for the organization named Dark Mother was seen. Deep within it, Nailkaiser was standing in front of a figure sitting on a throne, who was watching the footage of the fight from earlier. Needless to say, the figure was intrigued by what the footage shown.

"Truly impressive." The figure spoke in a feminine voice. "And you said this mysterious shapeshifter recently made his presence known?"

"That's what one of our Geoblood said, mistress Phantom Lady." Nailkaiser acknowledged. "You don't suppose he is associated with Angel Blade, do you?"

"So far, that remains to be seen." The figure named Phantom Lady spoke. "But I must say that this mysterious shapeshifter is truly a unique specimen." Phantom Lady said as she eyed the shapeshifter from the tablet she held.

"What are your orders, mistress?" Nailkaiser asked. Phantom Lady eyed the shapeshifter, forming an idea.

"For now, our main focus is Angel Blade." Phantom Lady said to Nailkaiser. "But I want full surveillance on this mysterious shapeshifter. Perhaps there could be a way we could sway this figure to our side." Phantom Lady chuckled. "Just looking at him, I can sense some power from him"

"At once, mistress." Nailkaiser said with loyalty in her voice. "I'll send an order to some of our Geobloods right away." With that said, Nailkaisrer walled off to do her task. Phantom Lady was left alone in her throne room, still observing the footage.

"Whoever you may be, you have really piqued my interest." Phantom Lady said, a wicked chuckle in her tone. "I'll be absolutely sure you are assimilated into Dark Mother."


The next morning

Ben was in a bathroom that the gest bedroom thankfully had, brushing his teeth after getting a shower. But then he heard a scream.

"What… Moena!?" Ben asked, his instincts kicking in as he went to see if the girl was alright.

Meanwhile, in Moena's room, Moena was panting while her cheeks were blushing red. Ultimately, her eyes fluttered open as she starts to wake up. "Why, I seem to be having a lot of strange dreams lately." Moena said as she looks to a photo of an older woman with long brown hair, along with her choker. "Good morning… mother."

Suddenly, the door opened, revealing Ben with a worried expression on his voice.

"Moena! Are you ok? I heard you scream." Ben said, clearly concerned for the girl.

"I'm fine, Ben. It was… just a bad dream." Moena said, waving her hand dismissed. "Did you sleep good?"

"Of course." Ben said, nodding. "Sorry for barging in. I just thought something was wrong when I heard you scream."

"Don't worry about it, Ben." Moena said, a grateful smile on her face. "I appreciate your concern." As Moena said that, Ben had a small smile on his face. This girl was truly something.

"Anyway, ill leave you be." Ben said as he made his was out of Moena's room. As Ben left, Moena had a small smile on her face, along with a blush.

After a few minutes, Ben was in the kitchen helping Kyoka out. He even asked for a job offering here at the café, to which Kyoka accepted wholeheartedly. Moena and Kyoka offered Ben a placed to stay, so he figured it would be best to help out than just sitting on his ass doing nothing.

"I appreciate you wanting to help out, Ben." Kyoka said with a smile, making Ben rub the back of his neck bashfully.

"Hey, it's the least I can do for putting a roof over my head." Ben said with a shrug. "Besides, it sure beats sitting around doing nothing." Eventually, Moena made her way into room, dressed in a school uniform.

"I'm off to school." Maena said as she made her way to the door.

"Ok." Kyoka waved you her niece. "Have a pleasant day, Moena." With that said, Kyoka made her way out, leaving the two alone.


In a fancy looking school, everything seems relatively normal for any school. Students are talking among themselves, walking around the place, nothing out the ordinary right? Well, you'd be wrong my friends. Deep within the place, there is some nefarious business happening in secrecy. But what isn't, you may be asking? Well, not something very… tasteful to say the least.

We see a helpless schoolgirl being… dare I say it,, sexually assaulted by a man who appears to be the dean. And the dean and his little victim weren't the only ones. There were many other girls I'm the room, along with Nailkaiser. Speaking of Nailkaiser, she didn't have the gem like protrusion on her head, nor did she have the wings on her head or back. And she surely wore some less revealing attire, too. And she watched the Dean with a calm demeanor.

"Everything is going smoothly." Said Nailkaiser, calm as can be. "Mistress Phantom Lady is quite satisfied with the quality of the women here." As Nailkaiser spoke this, the Dean was fondling the girls breasts.

"We're honored that think so, Mistress Nailkaiser." The Dean said with a wicked grin. "As always, this institution is willing to give you our full support." As the Dean aid this, his advances on his victim did not cease. We are prepared to give you any of our students here, in order to help move the mother project further along."

"Such as the women here that you finished having your way with?" Asked Nailkaiser, making the Dean chuckle in response.

"Oh no." The Dean said as he continued to have his way with the female student. "We haven't dons anything much, yet. Just call it a little independent test case we're running."

"Hmph. You're hopeless." Nailkaiser said with a grin. "That's alright, I suppose. Well, we look forward to the projects execution." Naikaiser then rose from her chair "Let nothing stand our way, dean."

"I suppose you're referring to the rumor that your archenemy is a student here." The Dean said, clearly finished with his transgressions. "Is that right?"

"Yes. The one who would dare go against Dark mother." Naikaiser answered, a hard glare visible. "Angel Blade." As Nailkaiser spoke, a series of female students appeared in a large screen before her. "She started the chameleon scissor, and time and again destroys our groups monsters, the geoloods. Judging from the movements we've been tracking, she is definitely in this area. That is why an executive, like myself, has come to pose as a professor."

"Now that you mentioned it..." The Dean said, grabbing Nailkaiser's attention. "We thought we would start for you. We know that experience is important." The Dean spoke as he continued "assaulting" his victim. "So using Angel Blade's physical data, we picked out a few possible suspects for your consideration."

Suddenly, a group of more female students appeared on the plethora of screens, until one caught Nailkaiser's attention.

"Who is this one?" Nailkaiser asked.

"Yes, this is one of our university's student body president." Spoke a woman, working on a computer, a full body image of the student appearing in the screen's. She had orange hair that reached her mid-back and pink colored eyes. "She's a senior group-A student, 18. Seiryu Tenmyoin. She's No.1 in her class, and the best athlete in the sport she plays. She's the cream of the crop here, a true valedictorian."

"As I suspected of you, mistress." The Dean said to Nailkaiser. "You have a good eye."

Nailkaiser eyed the profile picture of Nailkaiser, thinking. Perhaps this Siryu could be the one under the guise of Angel Blade. But she won't know for sure until she approaches the girl. The Dean then looks out the window.

"And speak of the devil." The Dean said, making Nailkaiser look out the window as well. And there they both saw Seiryu, conversing with other students.

"Also," The Dean spoke again, getting Nailkaiser's attention once more. "I heard that a mysterious shapeshifter appeared last night."

"Yes." Nailkaiser said with a nod. "So far, we have no information regarding about this stranger. But whoever he is, he seems to strike mistress Phantom Lady's intrigue."

"Has he now." The Dean pondered. "You don't suppose he could be a Geoblood that went rogue, do you?"

"if he was, we would have caught wind. Beside, what Geoblood would ever turn his back on dark mother." Nailkaiser said before presenting him a tablet to the Dean, the device showing some images of the Chromastone, Swampfire and Ultinate Swampfire. "Plus, I don't recall and Geobloods in our ranks that look like these."

"You have a valid point, mistress." The Dean said, stunned by the photos on the device. "I hardly recall any Geobloods looking like these… creatures myself."

"However, upon examining the images, I noticed they all share one thing in common." Nailkaiser said. "Notice something located on their chests?" As Nailkaiser asked this, the Dean noticed that despite the differences these creatures had in appearance, they shared the same symbol on their chests.

"Yes, I do." The Dean stated, intrigued. "Do you suppose this stranger is associated with Angel Blade?"

"So far, we have no definitive answer to that." Nailkaiser answered. "But I had sent a few Geobloods out to deal with him. Just to be on the safe side." Nailkaiser said as she walked back to her seat. "I'll admit though, he must be pretty powerful to catch mistress Phantom Lady's attention."

"Indeed he must." The Dean said, taking a seat back at his desk. "Should this mystery shapeshifter make his presence known in my school, I'll be sure to notify you.".

"Of course." Nailkaiser said before rising once again. "Anyway, I'm off." Nailkaiser then walks out, leaving the Dean alone with his Machinations.


Back at the café, Kyoka was talking with a blond girl in pigtails and a pair of blue eyes.

"So listen to this, Kyoka." Said the blonde girl, cupping her chest. "In the last two years, they've only grown two centimeters. Only two!" The girl vented. "Should I give up? Is the boy and the band unattainable?"

"Oh, don't get all panicky about it." Moena said with, reassuring the girl.

"Personally, I've never really cared about cup sizes" Ben's voice said, making both Kyoka and the girl look to him. Ben seemed to be holding a tray capped with food assortments.

"Ooh." The girl said with a beaming smile. "I've never seen you around here before. You knew here?"

"You can say that." Ben said with a smile. "Names Ben, Ben Tennyson."

"I'm Hasumi." The girl named Hasumi said with a bubbly smile.

"Anyway, I never really cared with breast size, as I said before." Ben said, giving Hasumi his honest thoughts. "I'm more into personality than appearance."

"I can understand your concern, dear." Kyoka said to Hasumi. "But don't worry. Back in my college days, I was exactly your size and look at me now." This shocked both Hasumi and Ben to no end.

"No freaking way!" Ben uttered, completely stupefied.

Suddenly, Moena came in. Only she wore a purple maid outfit with white trims and an apron. Upon seeing Moena in that getup, he couldn't help but find Moena cure in it. But Ben shook off blush and smiled.

"Hey. Didn't expect to see ya." Ben said to Moena, the girl limiting at him with a surprised look.

"Oh. Hi Ben." Moena greeted with a smile. "I take it you asked Aunt Kyoka for a job?"

"Hey, I had to do something to repay you guys for putting a roof over my head." Ben said casually. "Anyway, I better deliver these orders before the customers get mad." With that, Ben then walks off to deliver the orders. As Ben walks out, many of the girls saw him. "Ahem, I've got a cheese and turkey sub with a side of fries and a shake?"

"Oh, that would be me." A girls voice said, catching Ben's attention. Ben turned to see none other than Seiryu. Ben made his way towards the girl.

"Ok then. Hopefully everything's to your liking miss." Ben said politely as he set the tray down, handing Seiryu her order.

"My. I've never see around here before." Seiryu said with a friendly smile. "I take it you must be new here."

"I am. Just started today." Ben said, rubbing the back of his head bashfully. " I'm Ben, by the way."

"Ooh, a foreigner." Seiryu said with a hint of astonishment. "I'm Seiryu. And judging by your name and accent, I would say you are American."

"Quite sharp." Ben said, still bashful. "Anyway, enjoy your meal, miss." With a bow, he began to walk back into café interior, all while many of the girls were eying him with flirty smiles.

"For a foreigner, he's really cute." Said one of the girls.

"And polite, too." Another girl said with a giggle. "I wander if he's single."

"Who wouldn't want to be with cutie like him?" Another girls said. Ben blushed a bit upon hearing the girl talk. As Ben made got back inside, he lets out a sigh as he wasn't used to having many girls cast flirtatious glances at him. Kyoka giggled at Ben's little predicament.

"Its only your first day and already you've become popular with the ladies." Kyoka said to Ben in a teasing manner. "I'd watch my back if I were you."

"Noted, miss Kyoka." Ben said with chuckle, knowing Kyoka was only teasing him. Ben then sees Moena hand a tray of drinks to a table. As Ben watched Moena, there was something on his mind. "Hey, miss Kyoka? Can I ask you something?"

"Of course, sweetie." Kyoka answered with a nod.

"I don't mean to pry, but why does Moena live with you rather than her parents?" Ben asked, and Kyoka had a solemn look. But a question deserves an answer.

"Well, Moena's mother died when she was just an infant, and her father went missing." Kyoka explained, and Ben had a disheartened expression upon hearing this. "She was withdrawn and had no friends. And when a distant relative like me had to her in, I really how she'd adjust." As Kyoka explained, he couldn't help but look to Moena, feeling bad for the girl. "But since she met Hasumi here, she slowly started to come our of her shell, and even started to help me down here at the university café. The time we spend here together has really mad us closer."

"Man." Ben uttered to himself, feeling really bad for Moena. "I'll bet it had to have been really rough."

"It was, Ben." Kyoka said with a nod. "The only problem is that this campus is so self contained. I'm so worried."

"Well, I'm sure she's at that age where she can meet some guys." Ben said with a shrug. "I'm sure she can find that Mr. Right somewhere."

"Well, this college has it all." Hasumi said, catching Ben's attention. "Entertainment, sports, restaurants, convenience store, and even observations."

"Observations?" Bn asked with curiously, but then his eyes began to widen in shock. "Wait! You're saying this place has… uh… gentlemen clubs?"

"Pfft! Gentlemen clubs?" Hasumi said with a chuckle. "If you mean strip joints, yes. Everything can be found on this campus."

"Pardon my French, but Holy sheep shit!" Ben said, still surprised about hearing the "observations" the campus has to offer. "A strip joint at a college?"

"Well, guys are right." Hasumi said with a smile. "She should get off campus more, and maybe get a boyfriend or two! Or five! Or 100!" Hasumi ranted with insane amounts of energy that not even Ben could fathom.

"Ok. Then it's settled." Kyoka said before presenting a bag to Hasumi. "Get me some coffee beans and some tea leaves. You can take Moena." Kyoka then presented a folded piece of paper. "Keep the change."

"Well do it!" Hasumi beamed with joy. "We'll on right now." Without any further delays, Hasumi accepted the bag and money Kyoka offered before heading out, leaving Ben and Kyoka alone.

"Have a good time." Kyoka waved. Ben felt a little concerned for both Hasumi and Moena, remembering that mutants could be lurking around.

"Miss Kyoka, are you sure it's okay for them to be wondering around?" Ben asked with concern. "You know how it gets in cities."

"I'm sure they'll be fine, honey." Kyoka said either a sigh. "And I told you, just call me Kyoka."

"If you say so." Ben said with a shrug, still a bit concerned for Moena.


Meanwhile


"Oh jeez, it's been nothing but legwork for the last couple of weeks over these minster rape cases." The punk haired cop stated. "No witnesses have seen angel blade save the victims. What the Hell are we supposed to do?" The pink haired cop groaned out of frustration. "For Christ's sake! Dad is obsessed with trying to get the testimony of some mythic hero named Angel blade that we can't even find."

"Emily, he's not Dad, he's the chief of police." The brunette cop said to her partner named Emily.

"But Ayame, what is it you think these monsters want anyway?" Emily asked to Ayame. "I mean there's no point in attacking humans, we can't even bear their offspring."

"Not necessarily." Said Ayame, taking Emily by surprise. "It's the test results from the sperm.. According to the biological data we got from the monster segment, the DNA patterns are very close to that of human beings."

"No way." Emily's mind was blown by this fact. "So they can actually mate with humans?"

"On the genetic level, anyway." Ayame elaborated. "The monsters are taking on human form to attack the women. So you might think of them as a mutated version of man." Ayame then pondered. "But what I can't figure out is… why is it that none of the victims are getting pregnant?"

"What does that mean?" Emily asked, just as puzzled as Ayame.

"Well, it seems to me that no one would know more about these monsters than their victims' savior Angel Blade." Ayame acknowledged, and Ayame didn't seem to like the answer.

"Oh man! So we're back to square one with angel blade being our only lead." Emily groaned, clearly not pleased about the difficulty of the situation.

"But it seems that this Angel Blade isn't the only savior around Aquatopiopolis." Ayame said, getting Emily's attention once again. "There were rumors surrounding some mysterious shapeshifter who only appeared last night."

"Yeah. I've heard about that, too." Emily said. "I've heard that he assisted Angel Blade in defeating a group of those things. Do you suppose this shapeshifter and Angel Blade are teaming up, do you?"

"I don't know, Emily." Ayame said, a bit stumped. "I suppose we'll know as time goes on."

It was early noon, and Ben was walking the streets. Kyoka told Ben that he can enjoy the rest of the day to himself, and insisted that she can handle things around the café. The day was relatively slow, so Ben took her words to heart. Suddenly, Ben saw a blonde girl walk past him.

"Hey, where's the fire at?" Ben asked the girl, but she didn't answer. Ben then looked to see Moena knocked on the ground while Hasumi seemed to be having a fit. And looming over the girl was Ayame. "Oh man! Moena?" Ben darted to check on the girl, checking to see if she was OK. "What happened?"

"That blonde girl crashed into our car, then bumped into these two." Emily stated, making Ben look to the pink haired cop.

"Blonde girl?" Ben asked, a look of realization then visible on his expression. "You mean that hick who was on the run earlier?"

"You saw her?" Emily asked, and Ben nodded. But Ben was more concerned about Moene. Thankfully she seemed to be unconscious, and was not severely injured.

"We better get her back to the café." Ben said before picking up Moena carefully, looking to Emily. "Any room in there?" Emily nods in response to that.

/Later/

After a few minutes, they arrived at the café. Ben had managed to tuck Moena into bed. Now Ben, Hasumi and Kyoka were outside with Ayame and Emily.

"We're sorry for the trouble officer." Kyoka apologized to the two police women.

"Not at all." Ayame said with a smile. "And you, young man," Ayame said to Ben, "We appreciate your assistance."

"Hey, no problem officer." Ben said, rubbing the back if hid he's bashfully.

"Come to think of it…" Emily said, taking a closer look to Ben. "I don't think we've seen you around here before. Your name?"

"Ben. Ben Tennyson." Ben said, slightly nervous for some reason.

"Ben Tennyson, huh?" Ayame asked, with a questioning look. "With a name like that, you must be from somewhere in the west."

"Yep." Ben answered with a nod. "The USA, to be precise."

"Well, we'll be going now." Ayame said with a wave. "Have a good night." With that said, Emily and Ayame got into their squad car before driving off. Once the cop car drove off, Ben looked to where Moena was, a look of slight worry on his face. Meanwhile, Ayame and Emily were driving off.

"A beautiful garden of madness, huh?" Emily said. "But it sure is strange."

"What is?" asked Ayame

"That college is the largest around." Emily said, puzzling. "And it's an all women campus. But there are hasn't been a single person there raped by a monster." When Emily said that, Ayame had a thought in mind.

It was now night at the university, and we see Seiryu just getting out of the shower. As she made her way to her spare change of clothes, she sees someone walk towards her.

Meanwhile,, back at the café, Ben was cleaning the counters for Kyoka, even though the woman insisted on doing it herself. But after he finished cleaning the counters, the Ultimatrix started beeping.

"Warning. Abnormal DNA signature detected." The Ultimatrix AI declared, grabbing Ben's attention before the Ultimatrix displayed a holographic map.

"Never did that before." Ben uttered to himself. But he felt a bad feeling the moment he saw that the DNA signature was not told far off. "Maybe it's one of those mutants." Ben said before walking out of the café and looked towards the university, which was where the DNA signature was detected

"Oh yeah. Something bad is definitely going on." Ben said before dialing up his Ultimatrix, blowing through the alien Playlist.

Back at the university, Seiryu was giving the disguised Nailkaiser a tour through the university.

"So, professor Houjou, where did you work before this?" Seiryu asked Nailkaiser.

"Somewhere far away." Nailkaiser stated, piquing Seiryu's curiosity.

"By somewhere far away, do you mean another city?" Seiryu asked, making Nailkaiser smile in response.

"Something like that." Nailkaiser answered with a chuckle. "Oh. By the way, I heard that this college has an unusual church. Is it true?"

"Yes." Seiryu said with a nod. "It's on the northern edge. Supposedly it was erected among ruins from centuries ago."

Nailkaiser smiled with glee internally, knowing she had the girl under her grasp. "Will you take me there?" asked Nailkaiser. "I'd like to say prayer that my first day goes well."

But what Nailkaiser wasn't expecting was that another figure was watching over the place on higher ground. Who was it, none other than Ayame of course? But she wasn't dressed in her usual police uniform. She was dressed in what appeared to be a red Gi and a red scarf

"Its just like Emily said." Ayame said to herself. "This college's students are the only ones unharmed. "The monsters and the college. There must be some kind of connection." With that said, Ayame places a mask over her face before leaping down to prepare for action.

"Thank you miss Tenmyoin." Nailkaiser said as she and Seiryu arrived at the church. "Will you join me for a prayer." Nailkaiser asked, to which Seiryu agreed. Ultimately, the two entered into the old church, when the church doors were suddenly closed. Seiryu was a bit freaked out, but she was even more terrified when a group of mutants appeared. Seiryu screamed and ran to escape, only to trip over. Eventually, Nailkaiser showed up in her true self.

"So everyone here seems to think you're angel blade." Nailkaiser said with a wicked grin. "Let's find out." But before anything else could happen, the sound of breaking glass was heard. And shortly afterwards, Ayame made her appearance, stabbing a blade into one of the mutants heads, making the mutant groan in agony before falling limp.

"Get out of here while you can." Ayane said to Seiryu before a mutants that resembled a humanoid octopus lunged at her. Ayanae was quick on her feet, dodging each one and flung a few kunais at a bunch if the mutated beats. But the blades beeped for a few minutes before exploding. As this happened, Seiryu watched the fight for on. Nailkaiser then decided to intervene and flew towards Ayame, only for a green colored beer to strike at Nailkaiser. This caught both Nailkaiser and Ayame.

"Sorry to be tardy for the party." A masculine voice spoke before the source of the voice made its appearance known, and it was something unlike anything Nailkasier or Ayame had ever seen. The figured resembled is a red, humanoid manta ray-like alien with green eyes, black outlines on his face, yellow horns extending from his nose, gills underneath his arms, yellow patagia which he uses to fly and glide through water, and two black lightning bolt-like stripes coming down from his shoulders to the familiar Ultimatrix symbol on his chest.

"Who or what are you?" Nailkaiser asked, taken aback by this new figure.

"You call me Jetray." The figure named Jetray spoke before looking to Ayame. "I figured you could use some assistance." Ayame was shocked upon seeing the Aerophibian, but if he was willing to help, she saw no reason to not trust him. Nailkaiser then got up, clearly upset, but her slanger soon turned to shock upon noticing the familiar symbol located on Jetratys chest.

"That symbol." Nailkaiser uttered in shock. "You're that mysterious shapeshifter from the previous night!" Nailkaiser's words surprised both Ayame and Seiryu.

"Guilty as charged." Jetray declared before more mutants appeared, ganging up on the Aerophibian. And there appeared to be about at least five. But Jetray was not deterred, for he pressed on the symbol, causing him to envelop into a green flash. Once the flash died down, another alien took Jetray's place, one that resembled a small, white humanoid that appeared to be made of silicon. He had a square appendage resembling an MP3 player behind his back with a port on it, decorated with a 10 symbol and what looks like cassette tapes on his lower legs. He had green circle-shaped indents on the back of his hands are actually sound holes. He also wears headphones that were attached to a backpack. And like Jetray, this new alien had the Ultimatrix symbol on his chest.

"Echo Echo!" The new alien declare in a higher robotic tone. Ayame and Seiryu went "aww" upon seeing the Sonorosian, but Nailkaiser and her mutants laughed .

"Surely you kid!" Nailkaiser said, wiping a tear away while still chuckling. "What could you possibly hope to achieve in this form."

"Watch and learn, woman!" Echo Echo said with a grin before dividing into three, the two clones pressed the symbol, both changing into a different alien.

One resembled a somewhat humanoid dinosaur standing about twelve feet tall with hard skin that is colored brown on its outer side and beige on its inner side. And he too had the Ultimatrix symbol on his chest.

"Humungousaur!" The newly named Humungousaur roared out in a deep, booming voice.

And the second resembled a humanoid, moth-like alien whose four wings and a pair of antennae. He has a black body with cyan patches on his arms, shoulders, legs, the back of his wings, and the back of his neck that resemble ice chunks. Each patch has thick blue outlining except for the ones on his wings, which are outlined in black. There is also a black line that runs on the edge of the outer margin on the back of each wing. On his torso are three plates: one resembling the chest, a shorter plate under the chest, and one resembling the stomach. On his face are blue cheeks and under jaw, a mouth that always shows bluish-white teeth, and large green eyes with dark green spots. The top of his head also sports a blue Y-shaped marking that extends over his scalp. He has three pointed fingers and a thumb on each hand, and two toes on each foot and a third toe-like extension on his ankles. And last but not least, he wore the Ultimatrix symbol on his chest, like many of the other Ultimatrix aliens.

"Big Chill!" The newly named Big Chill spoke in a deep raspy voice before taking flight. Yet despite this, Nailkaiser still had the numbers advantage. But then Echo Echo, Humungousaur, and Big Chill looked to each other, nodding before they each slapping the symbols displayed in their chest. The moment they did this, four spikes jutted from each of their symbols while their bodies were enveloped in waves of green energy.

Big Chill was the only who looks mostly the same as his devolved counterpart, but with a few differences. Firstly, is that his skin is recolored red, his wings and antennae have a flame design, and he had crests over his eyes with the same design.

"Ultimate Big Chill!" The evolved Necrofriggian exclaimed as he took flight.

Humungousaur looks a bit more different than his devolved form. He still resembled a humanoid dinosaur-like creature, but his brown skin changed camo green. He had dark blue armor similar to that of an Ankylosaurus, he was burlier and more muscular than his pre-evolved form, he wore a helmet with three silver spikes running down the top, and two downward pointing black horns on the sides. His back armor has long spikes running down each side, his plated chest and torso are dark blue with five spikes on each end and his tail has a blue mace on the end of it, with silver spikes. His knuckles also have silver barrels on them and black claws on his fingers.

"Ultimate Humungousaur!" The evolved Vaxasuarian exclaimed in might.

Echo Echo was the only one who looked entirely different than he pre-evilved. Ouhterpart. He resembled a tall blue robot with black stripes, an overall rounded design, long arms and legs, and stumped feet. Unlike his devolved counterpart, he has fifteen blue, removable speaker-like components attached to his body and a marking on his back resembling a cassette tape.

"Ultimate Echo Echo!" The evolved Sonorosian spoke in a deeper robotic voice. This now had Nailkaiser and her mutants look on a mix of shock and slight horror, while Ayame and Seiryu were astonished.

"I-Im…possible!" Naikkaiser uttered in terror. "I was not expecting this!"

Ultimate Big Chill then took a deep breath before breathing out a massive plume of fire at the mutants. But once the flames died off, the mutants were somehow encased in thick layers of ice. "Talk about freezer burn, am I right?" Ultimate Big Chill joked as Ultimate Humungousaur's hands morphed into four-barreled missile launchers, firing missiles that destroyed each frozen mutant. While this happened, Ayame and Seiryu both watched the fight with total astonishment.

"You incompetent fools!" Nailkaiser declared in frustration. "If you want something done right, then I guess you'd have to do it yourself!" Nailkaiser then flew towards Seiryu, only for Ultimate Echo Echo to intercept by blasting sonic waves at her. The sound was not only deafening, but it also sent Nailkaiser crashing into a nearby column. The mutant woman groans in pain, but she cast a venomous glade towards the evolved Sonorosian."You… little mother fu…"

"Ah, ah, ah, watch it," Ultimate Echo Echo warned while wagging his finger "We're in a church." Nailkaiser got back up and willed a sword before going to strike at Ultimate Echo Echo, only for him to grab a nearby candelabra and uses it to deflect each strike. "Candlelight, privacy, music," he says as he continues to defend himself. "Can't think of a better place for hand-to-hand combat." He protects himself before Nailkaiser can strike him in the face. "You fight almost as well as a man," he complimented.

"Funny," Nailkaiser said with a smirk as she was close to striking her opponent. "I was going to say the same thing about you!"

"That's hitting a little below the belt, don't you think?" The Evolved Sonorosian taunted.

"No, this is," Nailkaiser replies, trying to strike him from below.

The Evolved Sonorosia protects himself, only for Nailkaiser to then sock the him square in the jaw.

"Touché." Ultimate Echo Echo retorted, holding his jaw. Suddenly, the church doors open, making everyone look to see Moena.

"Moena?" Ultimate Big Chill asked, but the girl seed to be like she was I'm some sort of trance

"Well, another victim?" Nailkaiser said wicked before sending an energy blast at Moena's direction, causing a violent explosion.

"NO! MOENA!" The three Ultimate aliens cried out in worry and horror.

"On a beautiful night like this…" a feminine voice spoke, catching everyone present off guard. They all look to see none other than Angel Blade herself. "Those that soil this moon with the blood of women will be torn completely apart."

"Well." Ultimate Echo Echo said with glee. "Looks like an old friend has finay arrived."

"Who the hell are you!?" Nailkaiser demanded.

"The Moonlight knight! I'm Angel Blade!" Angel Blade declared with confidence. She then notices the three Ultimate aliens, and saw they each had a familiar symbol. "I recognize that symbol. I see that I have come to your aid once again."

This information surprised Ayame and Seiryu, but this information shocked Nailkaiser before said mutant looks to the three ultimates.

"So it's true!" Nailkaiser growled in fury. "You and Angel Blade are are associated with one another.

"I guess we are, lady!" Ultimate Humungousaur's said before looking to Ultimate Big Chill. "Get these two to safety." The Evolved Necrofriggian nodded in response before flying to the two women. Grabbing onto both women, he and the two became intangible before phasing through the floor.

A group of mutants then appeared before charging at Angel Blade, but the heroine counters by slaying each and everyone of the with her sword. Both Ultimate Big Chill and Ultimate Humungousaur were astonished, but Nailkaiser was more shocked upon seeing this.

"So you're the true Angel Blade!" Nailkaiser said, her shock turning to fury. "Then… LETS SEE HOW GOOD YOU ARE!" Nailaiser went to strike with her sword, but Angel Blade parries and sends the mutant woman back.

"Let us help out, chica!" Ultimate Big Chill said, phasing through the floater before materializing again. "Let's give her all we got, boys!"

"Right!" Both Ultimate Echo Echo and Ultimate Humungousaur declared before the three ultimate aliens got ready to attack!

"BRING IT, YOU TRIO OF ABOMINATIONS!" Nailkaiser roared out as she went to strike at the three Ultimate aliens. But Ultimate Echo Echo flung a few sonic disks at her before they emitted an ultrasonic blast, Ultimate Big Chil followed up by breathing a blast of freezing fire, and Ultimate Humungousaur fired a barrage of missiles from his missile launchers arms. All Nailkaiser could do was watch on in shock a d horror as the attack met its target, triggering a massive explosion that blew a large whole in the ceiling. Once the dust cleared, Nailkaiser was covered in scorch marks and her uniform had seen better days. Realizing she was at a disadvantage at this point, Nailkaiser decided now was a good time as any to retreat.

"You have not seen the last of me!" Nailkaiser said as she took flight, but not before casting one last glance towards the three ultimate aliens. "And as for you three, I'll see to it that you regret this day! For you've made a powerful group of enemies. Dark Mother will be after your heads along with Angel Blade's!"

As soon as Nailkaiser left the building, Ayame walked back in, looking at Angel Blade and the three evolved aliens.

"Thanks for the assistance, Angel Blade." Ultimate Humungousaur said, getting the Warrior woman's attention. "You sure know how to kick some serious ass."

"Yeah!" Ultimate Big Chill said with a smile visible on his face. "Killer performance."

"So you're Angel Blade?" Ayame said, making the four loo to her as she approached. "The one they talk about." Suddenly, Angel Blade gasped as heart shaped accessory she had cracked, and she yelled as she was seemed to be electrocuted. This only lasted for a brief moment before Angel Blade examined herself.

"Whatbis this?" Angel Blade asked in shock, and in a rather familiar voice. "Am I still dreaming."

"That voice…" Ultimate Humungousaur said before his eyes widened in shock. "Wait! Moena!?" Angel Blade/Moena then sees Ultimate Humungousaur, along with Ultimate Big Chill and Ultimate Echo Echo.

"AaaaaaaaAAAAAAAAAAAAAHHHHHHHH!" Angel Blade/Moena screamed at the sight of of seeing the three ultimate aliens. But Ultimate Big Chill covers her mouth.

"Easy there Moena! Don't lose yourbhead!" Ultimate Big Chill said, trying to calm down Moena.

"How…how do you know my name!?" Moena asked, even more shocked. The three Ultimates loo to each other before pressing their symbols, each turning back into regular Echo Echo. The two Echo Echo clones merged back to the original before he was enveloped in a green flash, revealing Ben. Needless to say, Angel Blade was even more shocked. And Ayame couldn't blame her, for she was just as shocked.

"Ben!?" Ayame asked, competently stupefied by this point. Angel Blade then felt like fainting at this point, and she did. But Ben managed to catch Angel Blade before she could hit the ground. Then in a pink flash, Angel Blade changed back to Moena. Only Moena was completely naked.

"Oh man!" Ben said, looking away from Mona's naked body before covering the girl with his jacket.

"That's…" Ayame said, now even more shocked than before. "That's the woman from this afternoon. That's not possible… it can't be!"

"Hey, I'm just shocked as you are, officer!" Ben said with a shrug. Ayame was taken aback by hearing that. "Before you ask, I knew you're the officer from earlier. I remember a face." Ben then looks back to the unconscious Moena. Look, I'm sire you have questions, but for now we better get Moena back to home."

"Right." Ayame said with nod.


Back at Dark Mother's castle, Nailakiser had reported to Phantom Lady. And there were tow others from either side of her.

One was is a beautiful woman with long, bushy purple hair and two golden, ram-like horns coming out of her head. She has purple markings on her face, abdomen and all over her armor. Her golden armor covers her shoulders, upper chest, and lower legs, and comes with a large black and red cape. Despite wearing armor, her large breasts and abdomen are exposed, as well as her vagina, which is crowned with purple pubic hair.

The other was a woman with pink hair that reached her back, an eyepatch over her right eye, and wore a military-style uniform that only left her entire torso exposed.

"Well done, Nailkaiser." Phantom Blade said with a smile. "We observed everything through your eyes. So that's the one you call Angel Blade?"

"Yes." Nailkaiser said with a nod. "And it appears the shapeshifter is affiliated with her. What shall we do with them?"

"I though she was just an experiment, but this is better." Phantom Lady said while with a jiggle of her enormous breasts, milk oozed through the fabric covering them. "Let us have some fun. How far can she battle against Kurt children, the Geobloods right now."

"And the shapeshifter?" Nailkaiser asked her mistress. "What of him?"

"Ah yes. Him." Phantom Lady said with a lick of her lips. "After seeing what he was capable of, I certainly must have him in out ranks."

"But what if he refuses, mistress?" The purple haired woman asked.

"I'm sure we have ways to make him consider." Phantom Lady chucked wickedly. "Since when has any man ever denied us?"

The three mutant women smiled, knowing their leader has a valid point.