Hello, guys. Already at chapter threw. Wow. Also, I do apologize if my grammar may be a bit off.

Now, I know I said this in the previous chapter, and I'm going to say it here as well. This story will not have any of the rape scenes like the actual anime has. Just in case you may be wandering.

Also, you can find this story on my Ao3 account. My account name is Dustingantastic1337

Ben's harem: Moena Shinguuji, Ayame Fudo, Seiryu Tenmyoin, Kyoka, Nailkaiser, Emily and Elphie Elfman

So far that's the updates on the Harem. I may add more, even OCs, but again I'm not going to make the harem too freaking huge.

Ok. Now with all of that said, let's 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.

It's time for an upgrade

Speaking

YELLING

Alien Names

Flashback

Thinking

It had been a few hours since the fight at the college's church. Moena is currently resting in bed, while Kyoka and Ben at bar of the Café. Ben was currently having a cup of coffee while collecting his thoughts, he was still shocked to learn Moena was Angel Blade this entire time. Ben sees that Kyoka was in thought, a troubled expression visible on her face. But before Ben could asked Kyoka about what's on her mind, the door opens, and the three turn to see a familiar blonde.

"Hey there, Kyoka." The blonde girl said with a two-finger salute and a wink.

"Shaia." Kyoka said with surprise.

"Man am I beat?" Shaia said as she made herself in. "I'm so thirsty and I'm absolutely starved." Shaia then made her way to the counter. "How about one of your frozen thingies, huh?" She then took notice of Ben.

"Hey!" Ben said to Shaia, with a surprised look. "You're the blonde girl from earlier." Ben said to Shaia. "The one that was on the run."

"Yeah, sorry if I bumped into you, man." Shaia with a hint of embarrassment before flashing him a flirtatious wink. "So, you got a name, cutie?"

"Uh… Ben Tennyson." Ben stuttered, a bit uncomfortable with Shaia's flirty expression. Kyoka only giggled at the response.

"Sp what brings you here Shia?" Kyoka said to the blonde girl "I thought you were out on tour."

"Yep. So much for my one day off at the concerts, huh?" Shiya said with a sigh. Ben then took notice of the familiar face of the girl, but then he gasped in shock.

"Wait!" Ben said, grabbing Shiya and Kyoka's attention. "You're that twin-tailed idol I've been seeing on the Jumbotron. Shaia had a proud smile pn her face upon hearing that.

"Quite sharp, aren't ya?" Shaia said with a smirk.

"So, did something happen?" Kyoka asked Shaia, grabbing the blonde girls attention.

"They're looking for the location of Isato's secret lab. Actually, a bunch of them were chasing me." Shaia said before reaching down her shirt, but then realized Ben was in still present. "Could you excuse us, Ben?"

"He already knows about Angel Blade, Shaia." Kyoka said, making the blond hill gasp.

"And by "them" I assume you mean those mutants who've been running amok?" Ben asked, taking the blond girl further by surprise. "Now I see why you were on the run earlier."

"Anyway…." Shaia said with a shrug, she then pulls out… a choker with a pink heart from her shirt. "I came here to deliver this to you."

"The Angel Heart." Kyoka said with a gasp. "It's been completed."

"Also, a message from the old man. He said come to the lab in three days to perform final checkups on the 2nd blade system." Shaia said, to which Kyoka smiled.

"Ok. Tell him I'll be there." Kyoka said with a nod. Shaia then looks to Ben.

"So, Ben." Shaia asked Ben, the boy granting her his undivided attention. "If you know about angel blade, then surely you heard about this shapeshifter helping her, right?" Ben was surprised. He knew that Moena was Angel Blade, so he figured he may as well spill the beans too.

"Actually, you're looking at him right now." Ben said, surprising both Shaia and Kyoka. "And before you deny it…" Ben then dialed up his Ultimatrix before showing the appropriate alien and slamming the faceplate down. In a sudden flash of green light.

In Ben's place was a humanoid figure that is approximately twelve feet tall, has well-developed muscles, two pairs of four-fingered arms, and red skin. A black stripe goes from his chin to his lower lip, and he has four green eyes: a main pair and a smaller pair below them, while he lacks ears or nose. He has whisker-like spikes on each forearm. He wore gold wrist and ankle bands, a pair of black underwear that has a gold waistband, as well as two golden sashes that went across his chest. His eyes were recolored green, he had a black ponytail, and he wore the Ultimatrix symbol on his chest.

"Four Arms!" The new alien announced, surprising both women.

"Oh… my!" Kyoka gasped while blushing upon seeing Ben's muscular transformation, while Shaia had a flirty grin.

"Ooh. Me likey." Shaia said as she felt one of his four muscular arms, amazed by the firmness. "Damn! Nice!"

"Uh…thanks." Four Arms said before pressing the faceplate, turning back to Ben. Shaia only whined in response, but Kyoka was still stunned.

Meanwhile, at Dark Mother castle, Phantom Lady was…uh… OK I'll be blunt! Phantom Lady was screwing Nailkaiser, making the mutant moan in pure bliss like she was a bitch in heat.

"It's so good… mistress Phantom!" Nailkaiser moaned out as Phantom Lady went all out on her. As she fucked Nailkaiser senseless, her breasts seemed to be pumped via the types that were attached to the ceiling above her.

"Now my beautiful offspring." Phantom Lady announced as her breasts were pumped. "Let it wash over you. You cannot exist without the life given from my maternal breasts." As Phantom Lady said this, a shower of her breast milk cascaded to the many mutants from below her. "Receive my ultimate love and evolve even stronger!"

Nailkaiser was reaching her climax, as evident by her increased moaning and hitched breathing. "Oh I'm…. I'm… CUMMING!" With that said Nailkaiser gushed over Phantom Lady's shaft, and Phantom Lady ceased her motion with a satisfied smile. Suddenly, a bright light flashed, and Phantom Lady turned to see the purple haired mutant woman and the pink haired military woman, both kneeling with their heads bowed.

"Shogun Chloe and General Anne reporting mistress." The two women said in unison.

"So, what have you learned." Phantom Lady asked.

"The meddling woman from earlier is currently at the hospital." The purple haired woman named Chloe said.

"She seems to be a part of the police investigation unit. But there may be something more to her." Elaine said, making Phantom Lady. "What should we do?"

"Let's see." Phantom Lady said with a wicked grin. "What better way to lure Amgel Blade than with another victim? Bring her here."

"Yes Mistress." Both Chloe and Elaine declared, but not before Phantom Lady asked them something else.

"Before you depart, have you gathered any information regarding this mysterious shapeshifter?" Phantom Lady asked her two henchmen.

"Not much at the moment, mistress." Chloe said with a smirk." But we have found that the he resides within the same city Angel Blade is occupied at."

"We're still trying to find the identity of the shapeshifter as we speak." Elaine said. "We've sent some Geobloods to deal with him, mistress. Weve specifically informed them to apprehend him and bring him tocyou as soon as possible."

"Excellent." Phantom Lady said with a smile. "Dismissed." With that said, Elaine and Chloe vanished into a bright light, leaving Phantom Lady and Nailkaiser alone. And speaking of Nailkaiser…

"Please…my mistress…." Nailkaiser pleaded, spread to go another round. "Punish Nail some more with your fat cock… please…Mistress Phantom." Phantom Lady happily obliges, thrusting into Nailkaiser while making the mutant moan. As Phantom Lady continued to fuck Nailkaiser, she had a thought in mind.

"I can't believe that that red angel blade was the finished product." Phantom Lady said to herself as she looked to a holographic image of a woman dressed in a teal version of Angel Blade's armor and a green Angel Heart. "The metal skin strengthening system made to fight Dark Mother. The one that call Angel Blade!" As Phantom Lady said this, her pace picked up, fucking Nailkaiser harder. "If I can get my hands on it, then good! If not..." Phantom Lady then sprung a tail, the shaped like an anal plug with golden studs before showing it into Nailkaiser's ass. "Then I'll crush it!" Ultimately, Phantom Lady went a little rougher on Nailkaiser, her climax close to approaching. "Nail. Let me cover you in my pure love." After some more thrusting, Phantom Lady eventually let lose, shooting rope after rope of jizz onto Nailkaiser, soaking her onto the woman beneath her.

"Karin." Phantom Lady said, motioning towards another figure in the room. The woman named Karin is a beautiful girl with short brown hair and big breasts. She wears a two-piece orange and yellow outfit, with matching knee-high boots, and a small, golden diadem on her head.

The next morning

At the Café, Moena was about to deliver a few drinks to a customer,, when a collective gasp from many girls were heard. Moena turns to see Seiryu, along with many of the girls present fawning over her. Ben walks out the kitchen to see Seiryu as well.

"Huh." Ben said as he notices the various girls fawning over Sairyu. "She must be popular around the college."

"You can say that." Moena said, a blush in her face as Seiryu walks to her.

"Your name is Moena, right?" Seiryu asked Moena. "I need to speak with you." Moena just nods as she and Seiryu walked off. As the two walked, Ben couldn't help but worry about something. She probably knows that Moena is Angel Blade. Ben was hoping that she doesn't know. The last thing they need is her secret identity revealed.

The two girls alone at the plaza.

"Uh… what did you want to talk to me about?" Moena asked, a blush still plastered on her face. Seiryu didn't want to beat around the bush, and decided to lay her cards on the table.

"Threw days ago, at the church by the ruins… I saw you murdered by evil monster." Seiryu explained, and Moena gasped upon hearing that. She remembers? Moena was scared that Seiryu may have figured out her secret identity. "When I thought you died, I was horrified. I have no proof of what actually happened, but I found your picture in the records. And I made sure it wasn't a dream."

As Seiryu explained, Moena listened carefully. "That want a dream." Said Seiryu. "Because you actually exist right? So please tell me. How did you get out of there?" Seiryu turns to Moena. "How were you saved? Was is her? Was it Angel Blade who rescued you?"

"Angel Blade?" Moena muttered to herself, totally stunned. So, it really was no dream.

"So, it's true." Seiryu said. Moena didn't know what to say at this point. What could she even say? Sieryu then hugs Moena, taking the girl by surprise. "I didn't mean to make you remember. I'm sorry." Seiryu apologized to the girl. "So, I want the only one who was afraid that night." Suddenly, Seiryu. Then laces a kiss on Moena's forehead. "Well get through this together, ok?" Moena said nothing as she looked to Seiryu, a huge smile and a deeper blush visible on her face. "And let's keep Angel Blade a secret. Just between us, okay miss Moena?"

"Please. Call me Moena, miss Seiryu." Moena said, still smiling.

"Ok. If you don't mind, I just have a few more questions about that night, Moena." Seiryu said, and Moena was willing to answer. "Firstly, about angel blade, what was she like?" Seiryu asked, and Moena remembered how revealing she was as Angel Blade. So, Moena replies that she just passed out. Seiryu was a bit sad by the answer, but she took her word for it. "And that mysterious shapeshifter that helped Angel Blade, he seems to know you. Have you encountered him before?"

Moena was stumped on how to answer that. She then remembered that those three monsters she saw last night were Ben. "Uh… you can say I had a run in with him before."

"Really?" Seiryu asked with a bright smile. "Well, if you see him, could you tell him that I'm thankful for saving me that night?"

"Will do." Moena said with a nod, and she had some questions to ask Ben later.

It was now night, and Ben was lounging on a bench, sipping a smoothie that thankfully this city had. While it wasn't the famous Mr. Smoothly Ben loved so much but it was surprisingly just as good. After finishing the beverage, he tossed it away in the nearest trash bin and proceeded to walk back to the Café. But as he walked, he had the feeling that he was being followed.

Meanwhile

Kyoka was wandering the streets herself, but she was dressed in a trench coat and a pair of shades. But as she walked, she was unknowingly being observed by Karin.

After some walking, Kyoka entered in a secret lab. And she wasn't the only one, either. Before her was a man who appeared to be roughly around his late thirties to early forties, he grayish hair and a grayish goatee. He has dressed in a white lab coat with a blue shirt and blue jeans, and a pair of sunglasses.

"You're early, Kyoka." The man said to Kyoka while typing on a keyboard of a computer. "I'm just about through debugging the final version of the software. Now let's start the test routines." The man then looks to Kyoka. "Are you ready?"

"I'm ready, Isato." Kyoka said as she undressed herself, revealing nothing but lacy mauve lingerie.

"The fate of humankind… no. All of earth future lies in this project." Isato said to Kyoka.

Back with Ben, he approached near the same street Kyoka traversed, still feeling like he was being followed. Ben stops and turns and sees a bunch of mutants similar to the ones he fought at the church.

"Oh man." Ben muttered to himself before getting in a fighting stance.

"Well, who do we have here?" A familiar feminine voice said, making Ben go wide eyed in shock. Suddenly, right in front of Ben was none other than Nailkaiser, looking at him with a predatory smile. "Awfully late for a young man like you to be wandering about."

"You again?" Ben asked with a glare towards the mutant woman, confusing her.

"I'm sorry, but I don't believe we've met before." Nailkaiser said, quirkiness an eyebrow. Ben then dials up the Ultimatrix before pressing onto the face are, enveloping himself in a green glow. In Ben's place was what appeared to be a humanoid tiger standing about nine feet tall. He was orange and white with one black claw coming out of each wrist and no tail. He is also muscular and has green eyes and black stripes on his shoulders, head, legs, and upper body as well as a white jaw, neck, chest, stomach, hands, and feet.

"Rath!" Shouted the newly named Rath. "Let me tell you something half-naked monster lady! You wanna fight, you got one!"

This took Nailkaiser and the mutants by surprise, but Nailkaiser then noticed the all too familiar symbol located in the center of his chest.

"That symbol." Nailkaiser said out of shock, but her shock quickly turned into a smug grin. "Looks like we finally have the identity of the shapeshifter."

"Less talk, more ass kicking!" Rath shouted as he charged at Nailkaiser, only for one of the Geobloods to intercept. With a quick uppercut, the mutant sent Rath crashing to a wall. Rath went to get up, but Nailkaiser pinned him down with her foot.

"Now, boy. I could destroy you, but my mistress Phantom Lady has taken great interest in you." Nailkaiser taunted the Appoplexian. "So, this ends in one of two ways. You surrender like a good boy and come with me willingly, or we take you by force.!"

"Not a fat chance, woman!" Rath then pressed the symbol on his chest, changing into another alien. It resembled a light orange crab-like creature with pincers for hands. He had six legs and wore a silver and black neck brace with the Ultimatrix symbol on it to help him hold up his head.

"Brainstorm!" The newly named Brainstorm declared in a British accent before opening his skull plates at will to reveal his huge brain and fired an electrical blast, se ding Nailkaiser crashing into one of the mutants.

"I may not know who this Phantom Lady you speak of is," Brainstorm said as he got on his six feet. "But I will not submit to the likes of you genetically mutated aberrations!" Brainstorm then fired another wave of electrical shocks at Nailkaiser and the other mutants, the jolts made them scream in agony. But while Brainstorm attacked, he noticed the symbol on his chest flashed from green to pink. What the deuce?"

"You insolent seafood platter! Nailkiaser growled furiously as she got back up and willed her sword. "You'll pay for that!" Nailaiser then charged at Brainstorm, only for the Cerebrocrustacean to will a forcefield around him to shield himself from the attack. Suddenly, the Ultimatrix beeped before saying "abnormal DNA signature detected. Location: Aquatopiopolis Hospital."

"Sincerest apologies, my feminine compatriot. But I'm afraid I must take my leave. I bid you farewell, madame." Brainsform said, then in a flash of green flash, Brainstorm had changed into another alien.

It resembled a phantom/ghost-like alien with a gaseous appearance and claw-like hands, and grey skin with black lines running all over him. He was also more muscular, he had a big singular green eye a black pupil, and he wore the Ultimatrix symbol on his chest.

"Ghostfreak!" The new named Ghostfreak exclaimed in a ghastly voice before phasing into the ground, much to Nailkaiser's dismay.

"Dammit!" Nailkaiser growled in fury before looking to her mutants. "Split up and search everywhere. But be sure he's alive! Understand!" The mutants nod in response, and she and her mutants split up.

Meanwhile

At a large hospital, Seiryu had got out of a taxi and stood in front of the building. Why was she here? Well, she was looking for the woman that was there to save her from the mutants back at the college church. But it wasn't Angel Blade she was looking for, but Ayame. After stepping I to the building.

In another room at the hospital, we see Chloe disguised as a nurse enter, pulling out a syringe. But when the removed the covers of the hospital bed, there was a decoy.

"Hello nurse!" A voice said as the light turned on, making Chloe look to see Ayame's partner Emily. "Your bedside manner is terrific, but my partner decided she'd rather live.

"Is that right?" Chloe asked with a grin.

"Ayame was certain that you monsters would come after her. But I never thought the monster was an old woman in cosplay." Emily said.

"Quite a mouth there, bitch cop." Chloe said, but Emily still had her gun aimed at her.

"Lower your weapon." Another voice said, making Emily look to see a disguised Elaine, holding Seiryu captive. "A neck this thin could snap in an instant.

"Pardon me for cutting in." Another voice spoke out, catching everyone by surprise. The lights then began flicked on and off as Ghostfreak appeared behind Elaine. Elaine didn't notice, but Emily and Chloe did.

"E-E-E-l-laine?" Chloe stuttered in fear. "Behind you!"

Chloe went to look behind her, only for Ghostfreak turned invisible. "There's nothing there." Elaine said as she looked back to Chloe, and Ghostfreak appeared again.

"There it is again!" Chloe said, still shaking. Elaine turned around again, only Ghostfreak to turn invisible again before Elaine could even spot him.

"Oh, for God's sake, Chloe! Will you stop fucking around!?" Elaine said before looking back to Chloe. Suddenly, Ghostfreak became visible before going intangible puts one hand into the side of her head, making the woman scream in agony while letting Seiryu go.

"Elaine!" Chloe declared before going to punch Ghostfreak, only for the Ectonurite to vanish. "Elaine, are you ok?"

While the two mutants were distracted, Ghostrftreak, still invisible managed to get both Emily and Seiryu our of the room before appearing right in front of the girls.

"AAH! WAH THE HELL!?" Emily yelled in fear, among her gun at Ghostfreak. "Don't come any closer."

"Whoa, whoa! Easy there, officer! I'm on your side!" Ghostfreak said whole holding his hands up. Seiryu then saw the familiar symbol on Ghostfreak's chest.

"You're that shapeshifter I saw the previous night." Seiryu said, making Emily gasp in shock.

"Look, you two can thank me later. Right now, you ladies better get out of here." Ghostfreak said as Chloe and Elaine managed to catch up to them. "Go! Now! I'll hold them off!"

Not wanting to argue, Emily and Seiryu took the opportunity to high tail it out f the place. Chloe and Elaine were about to chase after them, only for Ghostfreak to get in their way.

With Moena

Moena was sitting at a bench, contemplating on the whole fact that she was Angel Blade. What she thought were dreams were all actually real.

"I can't believe it was all real." Moena said to herself. "I thought it was all a dream." Moena then starts shedding tears at this point. "Why di I have to be Angel Blade?" Yes. Why her of all people. Moena was a young college student who has her whole life ahead of her. Why not somebody more experienced, more brave, more willing to jump into the jaws of danger?

Suddenly, the pink heart on her choker began to glow, catching the girl by surprise. And I front of her was an adult woman, completely nude with hair that glowed a bright white and eyes thar were like Moena's.

"Mama?" Moena asked, completely taken aback by what she was seeing.

"Moena." The woman said to Moena. "I know this is difficult, but please don't cry. There is nothing I can do for you as you suffer about your fate. Forgive me." Moena's mother said to her daughter, sympathy clear in her voice. "What your father and I did may have been inexcusable."

"Dad?" Moena asked, realizing that her father was the contributor to her current predicament. "You let dad turn me into Angel Blade?"

Please Moena. Don't blame your father." Moena's mother said. "He loves you more than anything."

"But I don't… I don't understand." Moena hiccupped, tears still fresh in her eyes. "Then why did daddy leave me? How could he?"

"You must believe in your father." Moena's mother said. "The angel system was made to protect you, even if I'm not physically there." As her mother spoke, Moena was still saddened, but she did feel a bit better. "I've changed form to protect you always." Suddenly, Moena's mother changed into the form of Angel Blade.

"Angel Blade." Moena said, her sadness vanishing as it turned into shock. "And that was yours!

"You're in my heart, Moena. I love you." After Monea's mother said those last words, she vanished in a bright light. Even though her mother was gone, Moana felt comfort.

"Mommy." Moena said in a bittersweet tone. "You were always protecting me this while time.

"Moena." She heard somebody call out to her. Moena turns to see Seiryu run towards her.

"Miss Seiryu?" Moena sked as the girl approached her. "What is it?"

"The shapeshifter… that helped… Angel Blade…" Seiryu said, trying to catch her breath.

'Ben!' Moena though to herself. "Miss Seiryu, where is he?"

"At Aquatopiopolis Hospital." Seiryu answered. "Fighting two evil women."

"Oh no!" Moena said to herself before running off.

"Moena! Wait!" Seiryu called off, but her words met deaf ears.

As she ran, she looked to her Angel Heart. "Ben may need my help. Please mama, lend me you4 strength."

As soon as she said that Moena's Angel Heart glowed, and Moena began to transform into Angel Blade. After she transformed, she called out "MOTOR BLADER!", willing a futuristic motorcycle before mounting on it and driving towards the hospital.

Back at the hospital, Elaine and Chloe were trying fight Ghostfreak. Chloe tire dropped sock the Ectonurite, but he was intangible, making every punch just phase right through him.

"Come on, lady." Ghostfreak taunted, still intangible. "I can do this all night."

"Well, we don't have that kind of time." Chloe said with an agitated expression. Growing bored of this, Ghostfreak pressed the symbol on his chest, changing into yet another alien. This one resembled is a humanoid blue jellyfish-like alien with white swipes on his body resembling lightning streaks, a main body with three-segmented skirt-like parts for his head, chest and abdomen, and six long tentacles that function as two pairs of arms and a pair of legs. He had pupil-less eyes and wore the Ultimatrix symbol on his chest.

"Ampfibian!" The new alien exclaimed, further taking the two mutant women by surprise.

"Are you kidding me!?" Elaine asked in frustration. "How many alternate forms do you even have?" Elaine then went to deliver a kick towards Ampfibian, only for the Amperi to become intangible, allowing her leg to phase right through.

"Wouldn't you like to know?" Ampfibian said before firing electricity from his arms, electrocuting Elaine while the woman screamed in pain. "Looks like you were in for a shock." Ampfibian joked before Chloe went in and socked him, making him cease his attack.

"Found you!" Nailkaiser's voice called out, making Ampfibian look to see Nailkaiser darting towards him. "Ampfibian quickly evades before she could even strike.

"Oh God fucking dammit!" Ampfibian cursed in frustration upon seeing Nailkaiser.

"You thought you could escape me, boy?" Nailkaiser taunted as she willed her sword. "I was hoping to not use force, but it seems like I have no other choice". Nailkaiser snapped her fingers, causing a bunch of GeoBloods to approach him.

"Oh come on!" Ampfibian groaned in annoyance. "You freaks just done let up, do you!?"

"Seize him!" Nailkaiser declared, causing the GeoBloods to charge towards Ampfibian. But Ampfibian then released a wave of electrical energy, making the mutants scream in pain and spasm until they fell to the ground. Ampfibian then noticed of the Ultimatrix symbol on still flashed between pink and green.

"What's up with this thing! A glitch or something?" Ampfibian said with annoyance. But he then had an idea before he was enveloped in yet another green flash.

In Ampfibian's place was a humanoid blob with a black exterior with green stripes that resemble circuitry all over him, while his front torso was colored green with black circuitry patterns and the Ultimatrix symbol on his chest was recolored green.

"Upgrade!" The new alien shouted, green circle on his head is his eye glowing as he spoke. The others were stunned upon seeing yet another creature they have never seen before. Then, Upgrade receded into the Ultimatrix symbol, causing the symbol to envelop emit a blinding green light. Nailkaiser, Chloe, Elaine, and the GeoBloods had to shield their eyes Dutton how the bright the light was, and it showed no signs of dimming.

"What is he doing!?" Elaine asked out of pure shock.

"Don't ask me!" Chloe replied as sparks of green electricity started to occur.

Meanwhile

As Angel Blade rode towards the hospital, her bison had picked up an abnormal energy Spike. But then she noticed a bright green glow not too far off.

"That must be Ben!" Angel Blade said with worry. "I better hurry!"

At the Lab

As Isato ran the test, Kyoka screamed in pain, and Isato got worried. Isato was about to stop, but Kyoka dismissed it.

"I'm fine. Just continue the test." Kyoka said. "We need to finish unit two as soon as possible. For Moena and Maina." As soon as Isato heard the name Maina, he had memories of his wife.

'Maina.' Isato thought to himself, a look of determination visible on his face. "I promise I will break the dark spell cast over you with the angel system you risked your life for."

Suddenly, a series of green electricity ran down the walls and floors of the entire lab, much to the shock of both Isato and Kyoka. The green energy then made contact with Kyoka, but it didn't seem to damage her. After a brief minute, the electric surge vanished as soon as it arrived. Suddenly, a loud crashing sound was heard, and Isato turns to see Karin.

"Found you." Karin said, a golden staff in hand.

"It's one of Dark Mothers mutants!" Isato said in horror as Karin prepared herself to attack.

Back at the hospital

After a few minutes, the green light had finally died down. The mutants opened their eyes, seeing Ben was back to his normal self. This shocked Chloe and Elaine respectively.

"You're kidding!" Chloe said, clearly taken aback by what she was seeing. This is the shapeshifter wee been dealing with?"

Ben then looks to the Ultimatrix, noticing it had a new look. The Ultimatrix was now half the size, as it only goes up to the Ben's wrist instead of half of his arm. It is also now worn on the back of the hand rather than the wrist. It was also now missing the black button and wrist couplings it once had. (AN: Think the recreated Ultimatrix from Ben 10 Omniverse, but green instead of red) "Whoa! What's up with the Ultimatrix?" Ben asked to himself.

"Now that you're back to your former self…" Nailkaiser trailed off with a wicked grin before snapping her fingers, making one of the Geobloods grab him by the collar. "We can deliver you straight to mistress Phantom Lady."

"Yeah. I don't think so!" Ben said before he was enveloped in a green flash, transforming into…. "Ultimate Swampfire!" Ben/Ultimate Swampfire then examined himself, a look of surprise on his face. "Huh? That's new!" But then, the symbol on his chest glowed pink and rotated counterclockwise before he was enveloped him in a column of pink light that knocked the GeoBlood that held him off its feet.

With Angel Blade

As she finally arrived for the hospital, her visor detected yet another energy Spike. Not only that, but she also felt a very familiar sensation, only one she knew when she transformed.

"What is this… this energy surge?" Moena/Angel Blade asked herself before shaking her he'd. "I'll worry about that later. I have to help Ben!"

Meanwhile, at Dark Mother castle, Phantom Lady felt the same energy surge Angel Blade felt, gasping in shock.

"This…surge!" Phantom Lady said, clutching her chest. "What is... this… sensation?"

In the pink energy column, Ultimate Swampfire saw what looked like a woman dressed in a Teal colored version of Angel Blade's armor hover towards him. The woman grabbed his face, making the Evolved Methanosian blush before she placed a kiss on his forehead. Suddenly, the woman lit up green and split into three rings of pink energy. Two bound his arms whole the third ensnared both his legs by the ankles.

"What the…!?" Ultimate Swampfire exclaimed but was cut off as his body began to glow a bright white light, becoming a bright white silhouette as a result. In a blinding white flash, the new transformation revealed itself.

It still resembled Ultimate Swampfire, albeit robotic version styled after Angel Blade's armor. His body was now more metallic instead if being composed of petrified wood, the branch-like protrusions that protrudes from his shoulders were now red colored metallic spikes, he had various tubes connected to his torso and forearms, he had a respirator covering his mouth, and the three large shells on his back had morphed into three large canisters that appeared to be containing the same blue-colored gel-like solution of napalm his shells contained. On his shoulder pads was a blue colored version of the purple mark Angel Blade has in her waist.

Once the transformation was complete, the pink column of light vanished, revealing the new version of Ultimate Swampfire. Nailkaiser, Chloe, Elaine, and the various GeoBloods were completely taken aback by what they were currently seeing. Even Ultimate Swampfire was totally surprised by what he had turned into.

"Whoa." Ultimate Swampfire said in awe, examining his new form. "Now this is new. Never had this happened before."

"Regardless." Nailkaiser said, grabbing Ultimate Swampfire's attention. "This new form of yours will fail you!" Nailkaiser then snapped her fingers again, making the GeoBloods charge at him. Ultimate Swampfire then thrust his arms forward, firing a superheated blasts of blue plasma instead of the usual blue fire, reducing each GeoBlood to ashes in a matter of seconds. Nailkaiser, Chloe, and Elaine were horrified at this.

"No!" Chloe said, trembling in fear. "No way!"

"What exactly is this boy!?" Elaine exclaimed, just as terrified as her partners. Unfortunately for the three mutant women, things were only going to get more complicated. A loud explosion, catching everyone's attention, and Angel Blade made her appearance.

"Uh oh." Ultimate Swampfire said tauntingly towards the three mutant women. "Looks like the cavalry is here."

Angel Blade then noticed of the newer Ultimate Swampfire. At first, she introduced recognize him, but then she noticed the symbol on his chest. "Wait. Ben?" Angel Blade asked, amazed by the evolved Methanosian's new appearance. "Is that you?"

"Yep." Ultimate Swampfire. "Just got a new look. Don't ask me how, cause even I don't know."

"Ben?" Nailkaiser asked in confusion, looking towards the evolved Methanosian. "Your name is Ben?"

"Yep. Ben Tennyson is my name and kicking bad guy ass is my game!" Ultimate Swampfire declared, his fists raised in a fighting stance awhile Angel Blade had her sword at the ready.

"I could care less about who you are!" Nailkaiser charged at Ultimate Swampfire, only for him to retaliate by punching her square in the gut to send her back a few feet. her square in the gut to send her back a few feet.

"You three will fall here." Angel Blade said, her sword at the ready.

"Arlrighty then." Ultimate Swampfire said, igniting blue flames in his hands. "Let's fuck these fuckers up!"

To be continued...

Well, how about that? The Ultimatrix not only got a new look, but Ben has also unlocked a new ability. It seems that Dark Mother may have gotten more than they bargained for. Now yes, I did use the bit in the Ben 10 Reboot where Ben used Upgrade to enhance the Omnitrix, and yes i went or the design of the recreated Ultimatrix from Ben 10 Omniverse. Now, whats the deal with this new ability Ben can use? Well, it has some connection with the Angel System. I won't go into full detail. ;)

Anyway, I hope you guys are enjoying this story so far. As always, I'll see yall on next time.