Disclaimer: Ben 10 and Bleach do not belong to me.

It has come to my attention that some of you feel the action is lacking. I won't deny, the action has in fact been lacking lately. I hope to add some action in this chapter as well as advancing the plot a little more. I don't want this story to be all mushy fluff and nothing that makes Bleach or Ben 10 what they really are. Here's hoping you all like it.

Ben 10 Must Die!

Menoly felt nervous. She was not in the mood to run into Grimmjow of all people here. With none of the other Espada around, the former Sexta (as ranks no longer had any meaning) had established himself as the new ruler of Hueco Mundo.

Or at least that's what he thought. Menoly had heard the rumors. Tales that some of the Hollows were actually willing to side with Ben Tennyson! They wanted him as their ruler, not Grimmjow! Loly had been furious. In her words, those ungrateful filth refused to join Aizen but were willing to serve under some human brat!

Menoly's doubts were increasing with each passing time. It was just the two of them against Ben and who knew how many people he had on his side. Did Loly even have a plan for this? Anyway, they seemed to have reached a breakthrough when they searched through Szayel's lab. Apparently he had managed to create means of masking one's reiatsu. For Loly, this was perfect. Neither Soul Society, nor those "traitors" would be able detect their presence when the two girls came for their revenge.

"Soon, I can finally make Ben Tennyson pay for killing Aizen-sama!" Loly had said eagerly.

"What about Grimmjow?" Menoly had asked nervously.

"What about him?" Loly had challenged. "He's not going to get in my way. No one is going to get in my way of finally killing Ben Tennyson!"

Menoly sighed as she remembered all those things. Oh how concerned she was for Loly. She really hoped that this revenge plan wasn't going to lead them to their deaths. If Ben could defeat and kill Aizen, what chance did they have?


It had been almost a week since Ben's date with Nelliel. To be precise, it had been six days since then and once again it was Friday. The humans all shared a single expression: TGIF or 'Thank God It's Friday'! Meaning they had a weekend off for fun. However, that wasn't always the case with weekend homework.

At Bellwood High, right before the final period of the day, Sung-Sun was walking to her locker. Behind her were JT and Cash who were helping carry her books to her locker.

"Thank you, boys," she said, smiling at them, making then blush.

"No problem, Sung-Sun," Cash sheepishly as he and JT loaded their books into her locker.

"I really do appreciate it," Sung-Sun told them coyly. Both boys sighed dreamily.

"If you need anything else, let us know," JT added. With that, the two boys went off to do whatever else they did.

Sung-Sun shook her head. Honestly, the things boys would do to impress girls.

"You're still leading those two around?" Apacci asked, having seen what had happened.

Sung-Sun giggled, hiding her mouth behind her sleeve as usual. "If those boys want to make complete fools out of themselves trying to get my attention, far be it from me to stop them."

In the short time they had been at school, the three girls were quite the center of attention. The girls lost track of how many love letters they found in their lockers, guys flat-out asking them out on dates, the flirtatious looks, gestures, pick-up lines. The girls all had their various means of dealing with the attention. Some they turned down nicely (or as nicely as Apacci could) while others they shot down in the most cruel and vicious ways possible. Mila Rose and Apacci favoring their more violent ways while Sung-Sun stuck with using her sharp tongue and razor wit. Of course, they usually saved those kind of rejections for the idiots with big egos who thought girls would just roll over for the chance to date them. The looks on those boys' faces were always priceless and so satisfying. And then there were the boys like JT and Cash, who would reduce themselves to servant-like roles in order to impress the girls. Sung-Sun usually wouldn't encourage something like that, but considering that these two had made Ben's childhood a living Hell, she felt some satisfaction seeing them act like fools for her.

"So," Apacci said. "What're you up to now?"

"I've been doing some thinking and I would like for you and Mila Rose to come see me after class."

Apacci raised an eyebrow. "What for?"

"Not here," Sung-Sun replied. "Later."

Apacci wasn't sure what Sung-Sun was trying to keep secret but she shrugged and went on her way. She'd find out once class was over.


Class went by fast for Sung-Sun. She took her notes and everything but her mind was absolutely not on her schoolwork. Her thoughts were on something else. Or rather, someone else.

When Ben and Nelliel had returned from their date, the girls were more than happy to see Ben again. Not so much to see Nelliel though. And then things got even worse when Kevin, who had showed up at the time, revealed Ben's hickey. Needless to say, the Tres Bestias were not happy at all. They saw how far Nelliel was willing to go and now it was time for them to step up their own games.

Which was why, after class, Sung-Sun met up with Mila Rose and Apacci by the bleachers. It was their favorite spot.

"So what's up, Sung-Sun?" Mila Rose asked. "Apacci said you wanted to see us."

Sung-Sun nodded. "It's obvious that now it's one of our turns to go on the next date." She didn't say Ben's name aloud but she really didn't need to say it anyway. Who else would she be talking about?

She had Apacci and Mila Rose's undivided attention now.

"Which of us is going out with him next?"

"I am!" Apacci barked instantly.

"No you're not!" Mila Rose argued. "It was bad enough losing to Nelliel but there's no way I'm losing to you."

"And what makes you think you can ask him, you overgrown gorilla!"

"Gorilla?! You bitch, I'm gonna..." And the two started getting into their typical arguing.

Sung-Sun smirked behind her sleeve. Predictable. Her plan worked perfectly. She had absolutely no intention of trying to decide between them on who was going next. She didn't mind having Harribel-sama going first but she was not thrilled that Nelliel had gone next and she was not going to wait any longer. She would be going on a date with Ben now. And since Apacci and Mila Rose would be arguing the whole time, she could beat them to the punch.

With snake-like stealth, she managed to sneak away without either of the two noticing she was gone. But she had to hurry or else they would catch on. Back inside, she looked around for Ben.

As for our hero? Well, he was heading towards his locker. Tia said she wanted to talk to him at home about some of his grades in her class. Ben groaned. He hadn't meant to slack off but come on. He had lives to save during those days. He finally saw some action against the Forever Knights and they had been trying to get their hands on some pretty nasty equipment. Although Ben could've easily beaten them normally now, he decided to just use his Ultimatrix against them. There was also Ssserpent coming back to cause problems, but he was easily dealt with. Ben wondered what would happen if Sung-Sun met him. And if it wasn't some of his baddies, it was things like house fires, bank robberies. Phew, a hero's work was never done.

Ever since they had gotten back from Bachanal, Nelliel had become far more affectionate (though still keeping it within Sandra's approval range), but things had really changed, and in a good way. Ben saw that his feelings for Nelliel and Tia had greatly increased. He couldn't quite say he loved them yet but he was sure he was close. But this had him worry about the other three. They deserved to be loved too but Ben was afraid that he wouldn't be able to.

"Hello, Ben."

Speaking of which, Ben jumped when he was addressed and turned to see Sung-Sun at his locker. Oh, boy. And he was just thinking about her and the other girls.

"Hey, Sung-Sun. What's up?"

"Ben. I would like to go out with you this Saturday."

Should've known, Ben thought to himself. Personally, he was surprised that the one of the girls had waited this long to ask him. He had expected the three to start demanding dates the moment he and Nelliel got back. Ben had a strong suspicion that Tia might've had something to do with it. But hey, he was expecting this and he wouldn't let her down.

"Sure, Sung-Sun. What would you like to do?"

"I was thinking we could go dancing," Sung-Sun suggested.

"Dancing?" Now Ben was surprised.

"Yes, dancing," she confirmed.

"You snake!"

Ben and Sung-Sun turned to see Mila Rose and Apacci storming towards them. And they were both really, really pissed off.

"How could you cut us off like that?!" Apacci demanded.

Sung-Sun giggled innocently. "All's fair in love and war, ladies."

"Damn it, Sung-Sun! We'll get you for this!" Mila Rose yelled.

Sung-Sun scoffed playfully. "It's not my fault you both are so uncouth and impulsive. Perhaps if you two had some self control, this wouldn't have happened."

"Why you..." Mila Rose and Apacci growled. But Ben decided it was time to intervene before something happened, especially in the middle of the school hallway. Fortunately, everyone else had left and lucky for him, Tia had him come see her after school. Having an idea, Ben went over and threw his arms around Apacci and Mila Rose, pulling them close. Both girls were shocked and blushed slightly at Ben's actions.

"Come on, girls. Don't fight," Ben said softly into their ears. Both girls shivered at the feel of Ben's breath on their skin. "I promise that I'll go out with you soon. So please don't fight. Please?"

The two were absolutely flustered by Ben's move and all they could do was nod numbly. Ben smiled and gave them a group hug before gently releasing them. Both stumbled for a moment to collect themselves.

"Sung-Sun," Ben said with a smile. "I would love to go out with you Saturday."
I just need to figure out how to dance! Ben couldn't remember the last time he had danced. Was it all the way back at Joel and Camille's wedding? And he was ten at the time! But he wasn't going to disappoint Sung-Sun.

Sung-Sun smiled and her smile made her pretty face all the more radiant and he blushed. "I'm looking forward to it. Oh, Ben. Can you drop me off somewhere?"

Ben raised a brow. "Sure, Sung-Sun. Where do you need to go?"

"My job as a tutor."

Ben blinked. "You're a tutor?"

Sung-Sun nodded. "The teachers were impressed with my grades and offered me the job."

"Hey, congratulations!"

Apacci snorted. "Figures. Little kiss-up."

"Oh? Are you sure you aren't jealous? I know that you have a small brain but could you at least put in some effort?" Sun Sung teased.

"Why you..."

Ben could only facepalm as the arguing picked up again.


Ben and the girls were inside his car, driving to where the child Sung-Sun needed to tutor lived. When they stopped, Ben's jaw dropped. "No way."

"Ben? Is something wrong?"

"Sung-Sun? Is the kid you're tutoring go by the name of Jimmy Jones by any chance?"

Now it was Sung-Sun's turn to blink. "You know him?"

"Yeah. He's...kinda the reason everyone knows I turn into aliens."

The girls all stared at him.

Ben explained, "Jimmy was able to figure out the connection between me and my aliens and posted a whole bunch of stuff online. Then Harangue got hold of it and..."

"So this little brat is the reason Harangue tries to ruin your life?" Apacci growled.

"He didn't mean to," Ben explained. "He did it because he thought I'd like the fame and fortune that came with being a hero."

"And do you?" Mila Rose asked with a smirk.

Ben averted her gaze. "Well, I do admit being famous is pretty nice. It has some perks, but it can be annoying now and then. But hey, Jimmy's a good kid and he's been pretty helpful in the past."

"Would you like to come and see him?" Sung-Sun offered.

"I'll chat with him later." Ben said. "I think if I come in with you, it might distract him. Oh, and his mom's real nice. She'll probably bake some cookies for you."

Sung-Sun giggled. "Well, I better get going. See you in an hour?"

"You got it." Ben grinned.

A mischievous look in her eyes, Sung-Sun, who had been sitting in the front passenger seat, quickly gave Ben a peck on the cheek before getting out the car and closing the door behind her. Ben was taken aback by her action while Mila Rose and Apacci were both fuming, gripping the front seats in anger. Ben strummed his fingers on the steering wheel, fearing that the slightest thing he said or did would set them off. Silently he pulled the car out and headed for home.

When he got there, he noticed Kevin's car in the driveway. He must've picked Gwen up from school or something. Sure enough, he saw Kevin leaning against his car and Gwen standing next to it. Once Ben parked his own car, he and the girls got out.

"What's up?" Ben asked when he saw them. "Trouble?"

"We were wondering if you guys were gonna go to the party Saturday," Gwen told him.

"Party?" Ben asked.

"Yeah. Apparently there's gonna be a big party at the mall or something," Kevin explained.

"Music, food, loads of dancing."

"What's the occasion?" Ben asked.

"Maybe some students just thought it was time to have some fun, I don't know," Kevin shrugged.

"That must be where Sung-Sun wants to go," Ben figured.

"Oh, you're going with Sung-Sun next?" Kevin chuckled. He looked at Apacci and Mila Rose. "Better luck next time, girls."

Apacci and Mila Rose snarled angrily at him. Ben groaned. "Bad idea, Kevin."

"So, you're going with Sung-Sun to the party?" Gwen asked.

"I guess so. Sung-Sun said she wanted to go dancing Saturday."

"Do you even know how to dance?" Kevin asked in amusement.

Ben's eyes darted around nervously. "Uh, yeah."

Kevin smirked as he spotted Ben's left eye twitching. "Bud, something tells me you better learn how to dance and fast."

"Not helping."

Luckily Gwen stepped in. "Don't listen to him, Ben. You'll do fine. Just relax and I'm sure it'll come naturally to you."

"And try not to step on her toes," Kevin couldn't help adding in. Ben groaned.

"Come on, let's go and watch Sumo Slammers or something," Gwen offered to cheer Ben up.

Mila Rose and Apacci looked at each other. They really weren't all that into Sumo Slammers and couldn't really figure out what Ben saw in them.

"OK, but in an hour I gotta go pick up Sung-Sun. She's tutoring now."

"Oh?" Gwen asked.

"Yeah. And you won't believe who she's tutoring: Jimmy."

"Jimmy?" Kevin and Gwen both asked. Kevin snorted in laughter.

Kevin said, "His mom probably got tired of him goofing around online."


"Oh, thank you for coming, Ms. Sung-Sun," Mrs. Jones greeted, welcoming the female Arrancar into her home.

"It's no problem, Mrs. Jones," Sung-Sun replied. "It's my job after all."

"It's just that when I got his last report card I was really surprised. Jimmy's usually a bright little boy. But he's always in front of the computer and well..." Mrs. Jones sighed.

"Little boys do indulge in their hobbies," Sung-Sun said.

"Glad you understand," smiled Mrs. Jones. She yelled, "Jimmy, get down here and say hello to your tutor!"

"Coming, Mom!" Jimmy exclaimed as he came down to see and he stopped in the living room. As soon as he saw Sung-Sun, he blushed, "Uh...hi."

"Hello, Jimmy. I'm Cyan Sung-Sun and I'll be your tutor."

"Yes, my tutor," Jimmy rubbed the back of his head.

"I've got some cookies baking. I'll bring them up when they're done," said Mrs. Jones before leaving the two.

"Well, my room is upstairs," said Jimmy and he led Sung-Sun upstairs to his room. Sung-Sun smiled. As they walked up the stairs, Jimmy couldn't help but wonder if he had seen Sung-Sun before. She seemed so familiar.

Wanting to make the boy feel more at ease, Sung-Sun chatted with him while enjoying his mother's cookies. Ben was right. They were delicious and she was certain to let Mrs. Jones know. From what Sung-Sun could tell about the boy, Jimmy was definitely bright, but he focused most of his time online, neglecting his studies. Sung-Sun was here to make sure he could catch up and not be left behind at school. At Ben's school, she got straight A's, which Ben was proud of and she was happy enough to accept the praises from him. While Tia was her mistress, Ben was her king.

Even if she never said it out loud.

"Alright, what should we start with?" Sung-Sun asked, noticing the stack of text books.

"Well, I guess, math?" Jimmy said, unsure.

"Yes, math," she agreed. "Let's see where you're at in school."


"So, Sung-Sun's tutoring that boy Jimmy," remarked Sandra. The gang was inside and Ben had filled his parents in when they noticed Sung-Sun's absence.

"Yeah," answered Ben.

"Maybe she should tutor you," Sandra suggested. "I'm sure you'll both be happy with that arrangement."

Ben shrugged, "I...guess..."

Kevin snorted. "They might be too busy making out to do any tutoring." Ben's eyes widened as he actually imagined Sung-Sun and himself kissing each other while sitting at a table full of school books and homework. Kevin noticed Ben's cheeks and his far off look and laughed. "Looks like Ben wouldn't mind that."

That snapped Ben out of his daydream as he noticed everyone looking at him now. Kevin had an amused look on his face while Gwen had a more bemused one. Sandra raised a brow at her son while the two Arrancar girls looked ready to go on the war path. Ben needed something to get off this and fast.

"Uh...I think I have some homework I need to do. I'll go to my room and start on it." With that, the hero of universe dashed to his room before anyone else could get a word in.

Sandra sighed at her son's antics. "That boy."

"Can't blame him," Kevin said. "Having to share a house with five hotties? I'm surprised he's controlled himself this long."

Gwen frowned at her boyfriend. "Now's a good time to shut up."

"I'm just saying. You know how many guys would jump at the chance to live Ben's life right now?"

Gwen crossed her arms and looked at Kevin square in the eye. "No. Why don't you tell me?"

Kevin paled at his girlfriend's glare. "Uh..." His eyes darted around the room as he tried to think about what to say. "What're we talking about?"


Mrs. Jones had to admit that she was impressed with this Sung-Sun girl. The girl certainly knew her stuff and taught it in a way that was easy to understand. She feared the girl would be put off by her son's internet habits but Sung-Sun was simply amused and didn't give her son a hard time about it. Sung-Sun was a good girl with a good head on her shoulders as far as Mrs. Jones was concerned.

But she could see that her son seemed to have developed a bit of a crush on Sung-Sun too. The way he would look at her with a dreamy look in her eyes and the way he would occasionally sigh was proof enough. Mrs. Jones thought it was cute but she also hoped that Jimmy's crush wouldn't get in the way of him actually learning something.

"So, Jimmy," Sung-Sun asked after explaining a problem. "Do you understand now?"

"Yeah! I can't believe I didn't realize notice that before!" Jimmy exclaimed.

Mrs. Jones let out a sigh of relief. Looks like she didn't have to worry about his crush getting in the way. For now.

"Things don't look easy at first, but once you take the time to just sit down and think about it, problems can become quite easy."

Jimmy smiled, gazing at Sung-Sun's pretty face.

"Hey, Sung-Sun. Do you every play Craft of War?"

"Jimmy!" His mother barked at him. "You need to focus on your schoolwork!"

"It's alright, Mrs. Jones," Sung-Sun reassured her. She smiled at Jimmy and he felt like mush. "I'm afraid I've never heard of Craft of War. I don't really spend time on the internet."

"Aw," Jimmy moaned. It would've been so awesome if she had an account there. Then they could go on quests together.

Sung-Sun decided to say something else. "That's a nice jacket you have. It looks so much like Ben's."

Jimmy was all smiles. "Thanks! It's my favorite." Then he pouted. "But Ben's new jacket looks cooler." Yep, when Ben had gotten back from Bachanal, everyone had noticed the new jacket he was wearing. It was quite amazing and all the rage when the public saw it.

"You're really fond of him aren't you?"

"Yeah!" He blushed at his outburst. "I mean, yeah, he's pretty cool. I've helped him out before."

"So he told me," Sung-Sun's smile widened.

Jimmy gasped. "You know Ben?" Then his eyes widened. "Are...you his girlfriend?"

Sung-Sun blushed and Jimmy felt a little envious.

"I...would love to be his girlfriend but I'm afraid it's not that simple."

"Are you afraid to tell him?"

Sung-Sun laughed. "Shouldn't we be getting back to your schoolwork?"

"School can wait if it's about Ben," Jimmy said firmly. "So what's wrong?"

Sung-Sun sighed. "Ben is going through some...complicated things right now."

"What kind of things?" Jimmy asked, eager to help his hero.

"I'm sorry but that's personal," Sung-Sun said softly. "Come on. let's continue. The hour isn't up yet."


Speaking of Ben, he was lying in his bed, thinking. His first thoughts were of course on this Saturday's party. He hadn't danced since he was a kid. Would there be slow dancing? Ben thought he could handle that. As long as he didn't step on Sung-Sun toes. But what if it was fast-paced dancing? Ben was afraid of looking like a total idiot in front of one of the most important girls in his life.

Yes, Ben had been doing some thinking ever since the trip back to Earth from, of course, Bachanal. His date with Nelliel had made him realize how serious he had to take this. These girls. These five wonderful girls who always seemed so focused on making him happy. And what had he done to deserve their unconditional...love?

Sure he did nice things for them, made that Oasis back in Hueco Mundo, stood up to Baraggan for them, but still he felt like he hadn't done enough to deserve any of it. His thoughts were interrupted when he heard a knock at his door. "Come in!"

His door opened and Gwen walked in.

"Hey, Ben. What's up?"

"Oh, you know. The usual." His brows furrowed.

Gwen looked at him in concern. "You okay?"

Ben looked at his cousin. Maybe he could talk to her about his problems.

"I...I have some stuff on my mind."

"Like?" Gwen asked.

"The girls."

Gwen frowned. She was going to need a little bit more than that to understand Ben's problem. "What about them?"

Ben sighed as he sat up. "I just feel...I don't know. Weird. Like I'm finally understanding how much I mean to them."

"And all the times they kept saying they love you wasn't a big enough clue?" Gwen asked playfully.

"Ha ha," Ben replied dryly. "I mean...I don't know how to explain it."

"Are you afraid that you won't love them back?"

"Partly," Ben admitted. "I mean, they do all these things for me. Always thinking about me first instead of themselves. And what have I done to actually deserve it?"

"Well, I don't know all the stuff you've been through with them but they obviously think you deserve it."

"Yeah," Ben said. He got off his bed and started pacing. "I'm afraid I won't love them back. I'm afraid that I'll love one more than the others. I'm afraid I'll disappoint them. I'm afraid...I'm afraid..."

"Afraid you'll treat them like you did Julie?" Gwen asked softly.

Ben flinched at her words. But then his face saddened. "Yeah," he added quietly and filled with guilt.

Gwen sighed. "Ben, you're only human, and you're prone to make mistakes. Yeah, your relationship with Julie had bumps on the road but you both were able to work things out until..."

Ben looked at his feet. "Yeah, I know, but this is different. It's not just one girl, it's FIVE, and I feel like my feelings are pointing to all of them. Ugh...I wish there was a manual or something for this."

Just then, Kevin entered. "You know, some alien races practice polygamy."

Gwen rolled her eyes "Kevin..."

Kevin shrugged "I'm just saying. Then again, that's only because the female-to-male ratio is like 5 to 1."

Gwen shook her head before looking back at Ben. "I think what Kevin means is that you'll figure something out."

Kevin smirked. "Like marry one and keep the others as mistresses."

"Kevin!" The cousins cried out.

"Just trying to be helpful." Only a minute passed when, "So...who's gonna get the ring?"

"Kevin!"


Mrs. Jones beamed as Sung-Sun was preparing to head out following her hour. "Thank you so much, Ms. Sung-Sun. I hope Jimmy didn't bother you too much."

Sung-Sun smiled pleasantly. "It was a pleasure, Mrs. Jones. And I know boys can have short attentions spans at times."

Mrs. Jones chuckled. "At least now I know his grades will improve. I'm not asking for much. Just some B's and A's on his report card."

Sung-Sun nodded. "You just want the best for him. I understand."

Mrs. Jones was more and more impressed with this quite mature young lady. "Oh, and here's money for your time and some cookies for you to take home."

Sung-Sun's smile widened as she accepted the money and tupperware full of cookies. "Thank you, Mrs. Jones. I'll see you again soon. You too, Jimmy."

"Bye, Sung-Sun!" Jimmy waved eagerly.

Sung-Sun chuckled to herself as she headed out. She smiled when she saw Ben's car already here and she could spot him inside it. Sung-Sun walked over to Ben's car and got in.

"Hey," Ben said.

Sun-Sung replied, "Hello, Ben. Were you waiting long?"

"Nah. Just got here. So how was it?"

"Jimmy is actually a pleasant young man and his mom, well...she's very sweet but she sure knows how to leave an impression."

Ben laughed, knowing all too well what she meant. He spotted the bag of cookies in her hands and grinned. "Gave you some of her cookies, huh?"

"Oh, yes. They're quite good. Would you like some?"

"Sure."

Sung-Sun smirked as a wicked idea came to mind. After that little love bite she saw on Ben's neck when he got home from Bachanal, she knew that it was time to step up the game. She pulled a cookie out from the container. Ben reached out for it but Sung-Sun pulled it out of his reach. Ben was confused by her actions. She broke the cookie in half and handed one of the halves to him. Still not understanding what was going on, Ben took his half and popped it in his mouth. As usual, Mrs. Jones' cookies were absolutely delicious.

"Would you like the other half, Ben?" Sung-Sun asked playfully.

"Uh...sure."

Sung-Sun's smirk turned mischievous. "Come and get it." She held the other half with her mouth and leaned her head closer for Ben to reach.

Ben gulped when he realized what her intentions were.

"Hmm?" Sung-Sun hummed, waiting for Ben to make his move.

Hesitantly, slowly Ben tilted his own head towards Sung-Sun. Nervously he opened his mouth, knowing that Sung-Sun wanted him to claim the cookie half that way. Sung-Sun pleasantly shivered as she felt his breath on her skin. He was so close. Ben closed his mouth around the cookie piece, his lips coming in contact with Sung-Sun's. She sighed happily at the feel of Ben's lips and even had to fight back a moan as she released the cookie and Ben pulled his head back. He slowly chewed it as he started up the car. Sung-Sun smiled coyly at him.

Sun-Sung smiled, "Yes. Those cookies are absolutely delicious."

Ben was sure his face was as red as Four Arms. "Eh, heh heh, you girls certainly have become a lot bolder," he said offhandedly.

Sung-Sun just smiled innocently. "Is it wrong for us to show our affection?"

"Well, no, I guess I just..."

"Don't worry about it, Ben. We just want to show you how much you mean to us."

Those were almost the exact same words Nelliel had said. Ben smiled softly, remembering his chat with Gwen...and Kevin. He smiled at her.

"And I'll make sure to show you girls how much you mean to me."

Sung-Sun gasped. "Ben?"

Ben looked at his steering wheel. "I'm finally starting to see how serious you girls are about me. And...I'm afraid of messing up."

Sung-Sun tilted her head. "Why do you think you'll mess up?"

Ben felt awkward, wondering how he had landed himself in this position. He groaned in frustration.

Sung-Sun looked at him sadly. "Ben, you can tell me. I want to help."

Ben lowered his head. He knew that he already had this conversation with Gwen but it wasn't enough to make his worries go away. But he didn't know how Sung-Sun would feel if he told her. But he felt a hand resting on his own. Ben turned to see Sung-Sun, whose hand, of course, was on his.

"Ben," she addressed him softly. "Please tell me."

Ben looked into her lavender eyes, full of pleading. He sighed.

"I just...I feel like I don't deserve you. Any of you."

Sung-Sun was shocked. "Why do you think that?

Ben looked at his feet. "I...I..."

Sung-Sun pondered why Ben would think such a thing.

"Ben...does this have anything to do with Julie?"

Ben's eyes widened. "How did you..."

"Gwen," Sung-Sun explained.

Ben sighed again. "Figures. When did she tell you?"

"Shortly before your date with Harribel-sama,"

"What did she tell you?"

"About what happened to Julie. Why the two of you were forced apart."

Ben closed his eyes. "She didn't tell you all of it."

Sung-Sun was confused. "All of it?"

Ben nodded. "There were...plenty of times when I wasn't a good boyfriend to her. I wasn't always there for her when she needed me. Or I'd neglect her needs for something I wanted. And just when we were going good...she...she..." He couldn't finish his sentence but Sung-Sun figured he was talking about when she got injured.

"And now you're afraid of doing the same to us?" Sung-Sun asked in realization.

"Yeah. I don't want to put you girls through that but I'm afraid I'll do it anyway. You five...you're really special to me and I'd never forgive myself if I ever wronged any of you in any way."

Sung-Sun smiled at him. "You won't."

"How do you know that?" Ben asked, cringing when he realized his tone was a bit more snappish than he would've liked.

Sung-Sun reached out to cup his face. "I know, Ben." And she gave him a slight peck on his lips to ease him down. "Please believe me. I know, Harribel-sama knows, and I'm sure the others know that you would never wrong us."

Ben gave a small smile back to Sung-Sun. Unable to think of anything, he buckled up, waited for Sung-Sun to buckle her own seat, and they headed back home.


When they got back, they found that Tia had returned as well.

"Ah, you're back," she noted.

"Hello, Harribel-sama," Sung-Sun said, bowing her head respectively.

"Hey, Tia," Ben waved.

"Sung-Sun, I hear you and Ben are going on your date tomorrow."

Sung-Sun nodded. "Yes, Harribel-sama. I heard there was going to be a party at the Bellwood mall and that it would be a good place to go."

"Is that so? I think I heard some students mention it in class."

"Then how come I'm just now hearing about it?" Ben asked.

"Perhaps you were too distracted by other things," Tia answered. "Like focusing on your schoolwork?"

Ben groaned. "Tia~" He whined.

"Don't 'Tia' me, Ben," Tia said, though she was amused by his antics. "You can't afford to fall behind in your classes."

Ben sighed. This was the price he paid for living in the same house with out of his teachers. "Oh, alright. I'll go and do some more work on it." With that, Ben went to his room. Sandra, who had overheard everything, walked in impressed.

Sandra praised, "Well done, Tia. Now if I could only do that to get Ben to do his chores more." The girls all laughed as they knew fully well how much of a slacker Ben could be in anything but saving the day.

"I'm afraid I can't do miracles, Sandra," Tia joked, surprising the others that she actually did one. Nelliel, who had been reading nearby, found it funny though and giggled.

Apacci noticed Sung-Sun had a concerned look on her face. "Oi, Sung-Sun. What's the matter with you?"

Sung-Sun looked at the other girls in turn. "We need to talk." She looked over at Nelliel. "All of us."

The rest of the girls looked at each other, wondering what was up with Sung-Sun. Managing to pull the other girls to the side, Sung-Sun told the others of what she and Ben had talked about earlier. They were each surprised by what they were told.

"Ben...really feels that way?" Nelliel asked.

Sung-Sun nodded.

"It seems he hasn't quite forgiven himself," Tia reasoned. "And then there are the five of us. We can all see that Ben doesn't want to repeat what he did before. But I'm worried. Ben may push himself too hard in trying to please us." Comprehension dawned on the Tres Bestias at their mistress's words. "Thank you for telling us, Sung-Sun."

Sung-Sun nodded. "Tomorrow, I will do what I can to help Ben."

Mila Rose and Apacci both glared at Sung-Sun, still steamed on how she got her date with their man. Tia saw their looks. "Girls," she said sternly, drawing their attention. "This is Sung-Sun's turn. Let them have their time together."

Both girls sighed. "Yes, Harribel-sama."

Sung-Sun looked towards Ben's room. She was determined to help Ben overcome his insecurities and make sure that he didn't push himself too far. But first, she needed something to wear to the dance tomorrow.

"I wonder if Gwen's available."


Back in Hueco Mundo, Loly and Menoly were moving stealthily through the desert. Despite the cloaks they found in Szayel's lab to mask their reiatsu, there was still the chance of accidentally getting spotted. Personally, Menoly was just glad to be as far away from Las Noches as possible. Hopefully, Grimmjow hadn't noticed their presence. Though now that she thought about it, he probably wouldn't care as long as they didn't give him trouble. Somehow, she was pretty sure that Loly would do just that in the future.

"Loly," Menoly said quietly, so as not to be overheard by any unwanted company. "How are we going to find Ben Tennyson? We don't know where he lives in the human world."

"That'll be easy," Loly replied. "All we gotta do is find one of those Hollows that dare to call him 'King' and get our answers out of him."

Menoly had noticed a few things happening to her friend since Aizen's defeat. First of all, she had this crazed look in her eyes whenever she talked about Ben Tennyson. Menoly hated the young man too but Loly's rage went beyond hatred. She didn't just want to destroy Ben, but his entire life, his friends and family. She wanted to break him.

And sometimes, when they slept, Menoly heard Loly speak in her sleep of the things she'd do to Ben once she got her hands on him. Menoly could be cruel too but Loly's cruelty went beyond what Menoly would ever consider committing.

Loly even considered going up against Grimmjow himself but Menoly had talked her out of it.

"And then?" Menoly asked.

"We kill him. He's just powerful because of that thing on his wrist. If we stop him from using it, it'll be easy," Loly said arrogantly.

"But what about the others-?"

"As if a bunch of traitors and whores are any match for us!" Loly snapped. "Now, come on, let's go find out where Tennyson lives. I really want to sink my claws into him!


"What do you think of this outfit?" Sung-Sun asked as she put on a tank top and jacket combination with denim shorts. She and Gwen were at home, going over some outfits.

"I dunno. It doesn't seem like your style," remarked Gwen. Sung-Sun groaned and started to undress. "Do you really need me for this?"

"I'd ask Ben, but he's a boy and I want to surprise him. I need to know what you think he'd like to see me in at the party," Sung-Sun said. "And, it's also a party for teenagers."

"Oh, right, this is your first party. They don't have those in Hueco Mundo, do they?" Gwen asked. Sung-Sun's deadpan gaze was enough of an answer for her. "Well, it's supposed to be casual, but that's no reason to dress like a slob."

"I understand that," said Sung-Sun as she put on a dress. "How's this?" It was a white Chinese-styled mini-dress with short sleeves that went down to the mid-thigh. There were slits on the side to expose her legs. It also had a snake pattern on it. The collar was high with a modest neck-line.

"That…looks nice," said Gwen, admitting that she was very impressed with the outfit.

"Thank you," said Sung-Sun. "I was considering putting on some black stockings too with this."

Gwen pictured it and nodded, "Yeah."

"What about the side-slits?" Sun-Sung asked.

"They aren't that high up," said Gwen. "I don't think they'll cause too much of a problem."

There was a knock at the door.

"Come in," said Sung-Sun. "Oh, Mrs. Tennyson. It's you."

"Hi girls," Sandra smiled. "Oh, is that what you'll be wearing? You look lovely."

"Thank you, Mrs. Tennyson."

"Is there something you need, Aunt Sandra?" Gwen asked.

"I wanted to ask Sung-Sun to come down to talk to her about that party," said Sandra.

"Just let me change," said Sung-Sun. She disrobed and went back to her house clothes.


"This is so boring!" Vega complained. "We've got nothing to do here!"

Much to Ben's, and everyone's shock. Vega wound up getting enrolled at the high school as well along with some of the others. Now not all of them could get enrolled as students for obvious reasons but Vega looked convincing enough. Findor had joined him, so as not to have his comrade feel out of place too much. Besides, he wanted to make sure Vega didn't start any trouble with Ben.

"Actually, I've heard there was supposed to be some kind of party," said Findor.

"A party? What's that supposed to be?" Vega demanded.

"Some kind of gathering," said Findor. "With music, food and drinks."

"Where?"

"The Bellwood Mall if I'm not mistaken," said Findor. "Are you interested in going, Vega?"

"Better than nothing, Findor!"


"You're both going to the party too?" Sung-Sun asked her fellow Fraccion in shock.

"Yeah," said Apacci as she crossed her arms. "Got a problem with that?"

Sung-Sun's eyes narrowed.

"And don't worry; we won't ruin your little date with Ben," Mila Rose said through gritted teeth. The Trea Bestias were together in the living room with Sandra.

"Now, girls, tomorrow there'll be a party, a teen party," said Sandra. "I just thought I should give you some advice."

"We can handle ourselves," Apacci declared. "I don't see why you have to worry."

"Even so, you all live under my roof, which means you're my responsibility too," Sandra said firmly. "Now, I've talked to Ben about this before his first teenage party, so I'm going to do it now with you. First of all, you shouldn't accept drinks from somebody you don't know. They might've drugged or spiked it. Also, some kids would even bring alcohol to these party. I know it's at the mall but you can't be too careful. Just make sure you don't drink alcohol. And I think I also need to add to not start any fights."

"I won't," Sung-Sun promised, "I'm not sure about these two, though."

"What is that supposed to mean?" Mila Rose and Apacci retorted in unison.

"There are some girls who at this party are gonna act like bitches," Sandra said, halting their usual arguing. The three girls stared at her since Sandra was usually quite stern at the language spoken in her house. "Forgive my French, but that's how it is. These parties are like hunting grounds for girls to find the perfect mate. Same for boys. And I'm aware that a lot of girls at Ben's school are his fans. You're aware of that as well. Just don't let them get to you. Understood?"

"Yes," said the Tres Bestias.

"Oh, and if you have to fight, then use your words," Sandra added. "Don't get too physical."
Sung-Sun knew that wouldn't be a problem. Out of the three, she was quite good in both physical and verbal combat. The other two weren't as good in the latter as she was, though and that worried her.

"I'm goning to drop by the mall and see if I can do something about my hair," Sung-Sun said. "I want to make it look nice for this party."

"Oh?" Sandra asked. "If that's the case, I know the perfect place for you to go. Let me call and make reservations for you then I'll take you there."


"How come I can't come to the party?" Lilynette whined, frowning. After Gwen was done talking to Sung-Sun, she and Kevin (who had brought her there) were back home. Lilynette had found out about the party.

"Because, you're still just a little kid," said Kevin.

"I'm not a little kid!" Lilynette snarled, pouting. Gwen smiled at how cute Lilynette looked and patted her head. "And stop that!"

"Sorry, it's just that you kinda are in this world," Gwen explained. She looked around. "And where's Starrk?"

"He's going on another date with my teacher," Lilynette replied.

"He's on a date with your teacher?" Kevin asked, trying to fight back his laughter. "How come I never knew this?"

"Because I knew you'd react this way," Gwen explained. She looked at Lilynette. "So they're on a second date?"

"They hit it off. You had to have seen him when he came home the last time. He was smiling."

"Isn't that great?" Gwen asked.

"Yeah, but, a long time ago it was always just us," said Lilynette. "You know?"

"So?" Gwen asked kindly. "Now you have all of us as your friends. Or are you afraid about Starrk and her becoming something...more?" Lilynette fidgeted nervously. "Give her a chance. You might actually come to like her."

Lilynette sighed. Her teacher wasn't a bad person. Lilynette just got annoyed at being treated like a baby. "Alright," she sighed. "...I'll try."

"Good girl," Gwen smiled.


Back at home, Ben was busy, lost in thought as he sat in his room. While he had been thinking about how his relationship with the girls stood, he was also thinking about those visions he had experienced with that Clairvorian. Loly, that strange Flame Circle, that Vilgax-like monster, and that strange guy in the weird uniform. What did they all mean? And when would this stuff happen? Should he go to Hueco Mundo and see what had happened to Loly since Aizen died? The thought made him groan, not just because he'd have to deal with Loly, but also because he would have to put up with Grimmjow. That reminded him, Grimmjow was going to show up tomorrow. Hopefully not at the dance.

"Oh, boy. What have I gotten myself into now?" he groaned to himself.


That night, everyone was eating dinner.

"So, Ben," Carl said. "I hear you and Sung-Sun are going to that party tomorrow."

"Yep," Ben said as he stuffed his mouth.

"Just be careful out there. You never know what could happen at those kind of parties." He looked at each of the girls. "And you all be careful there too."

"I can't go," Nelliel whined. "I'm working tomorrow."

"And I need to prepare my lesson plan for Monday," Tia said. She looked at Ben and the Tres Bestias. "But I will make sure you keep track of your homework." Sung-Sun nodded respectively, Mila Rose and Apacci nodded though with less enthusiasm. Ben was the only one who flat-out groaned.

"Hero or not, Ben, you need to do your homework." Carl gently chided his son.

That night, Ben and the girls stayed up to see if there was anything good to watch on TV. Ben was hoping to watch some Sumo Slammers but majority vote overruled him. As much as the girls loved him, they just couldn't see what was so great about that sumo thing. Though to make it up to him, Ben found himself cuddled amongst the girls as they looked for something to watch. Oooh, boy. Kevin was right. How Ben was able to control himself with these five beauties was a mystery...even to himself.


"Oh, what brings you here, Sung-Sun?" Charlotte greeted as Sung-Sun entered the beauty salon the next day (Saturday).

Sung-Sun had to admit that she was surprised. Nelliel had told her and the other girls that Charlotte worked at a beauty salon but she never imagined Sandra coming here. Apparently despite Charlotte's...quirks they got along pretty well. Though Sung-Sun suspected it might of have had something to do with Charlotte's high opinion of Ben. Nonetheless, Sung-Sun was grateful to Sandra for booking her an appointment. Apparently Charlotte was so surprisingly skilled, people actually needed reservations for this place! Reservations!

"I need you to do something about my hair. There's a party tonight and I want to look my best," said Sung-Sun.

"Say no more, darling. Come take a seat and let Charlotte make you beautiful!" said Charlotte as he led her in.

"I hope you weren't busy," said Sung-Sun.

"Oh, Sandra called me and booked me to help you," said Charlotte, smiling. "When I heard what it was about, I couldn't wait. Now, sit down and let me work my magic! So what would you like? A cut? Or just a style for your party?"

"You know about the party?"

"You think you're only the teen girl coming here? A whole bunch of them have been here to get their hair all prettied up for the party." He gave Sung-Sun a sly look as he washed his hands to begin. "So...are you going with a certain hero we all know?"

Sung-Sun blushed and failed to hide the smile on her face. Charlotte beamed. However, several other patrons in the salon couldn't resist eavesdropping on their conversation.

"So, what'll it be?" Charlotte asked.

"I think I'll just have my hair styled," Sung-Sun said. "See if he likes it."

Charlotte grinned. "Oh don't worry. When I'm done, he won't able to keep his hands off you." Sung-Sun blushed furiously as her mind started displaying such scenarios. "Now let's get to work!"


At the Levin household, Ulquiorra was discussing his own plans while Kevin prepared himself for the dance. Personally, he would've preferred some nice, private place for him and Gwen but Gwen really wanted to go to this. Besides, Kevin felt that he needed to keep an eye out on Ben's girls. He didn't want them starting trouble. Or someone starting trouble with them.

"Shouldn't we report back to Harangue by now?" Ulquiorra asked.

"Nah," Kevin said as he got ready. "Try to rush things too fast and he'll suspect something. Besides, Ben's gonna be at this party so we can always use that to help us."

Ulquiorra shrugged. "Very well, then."

"Why don't you come to the party?" Kevin asked. "Might do you some good."

"I was under the impression that this party was for teenagers only. Besides, I do not see the point in attending."

"Come on, man. You need to loosen up. Enjoy life."

Ulquiorra knew that this was the time most people would roll their eyes and he was honestly tempted to do such a thing. Instead he simply turned his head. "It would be for the best if I did otherwise."

Kevin sighed. "Suit yourself, man." He tapped his chin playfully. "Wonder if you would've gone if Orihime was going."

Ulquiorra frowned at Kevin's grinning face. "You exist to torment me, don't you?"

Kevin just laughed. Ulquiorra turned his head once again. Not having to worry about Harangue for the time being could turn out to be a good thing. He had other plans in focus on.


Meanwhile, Yoruichi was walking down the street in her cat form. She wouldn't minding walking around as her human form, but the cat was less likely to draw attention. As usual, she was keeping an eye on Ben and his friends. She had been there when Ben and Nelliel had returned from where they had gone and she spotted that hickey on Ben's neck. She was impressed. Ben was really starting to man up. While there was nothing wrong on the spiritual side of things, she saw that Ben had enough of his own problems.

Honestly, this place was like Karakura Town's equivalent for alien activity. And Ben was Bellwood's Ichigo. If you replaced a hot-tempered punk with a cocky show-off. Despite all of Ben's show-boating though, she could see that deep down Ben was fueled by the same force that drove Ichigo: to protect others. If those two were to team up, they would probably be an unstoppable force. The Soul King have mercy on whoever they would go up against.

Kisuke would have a field day with this place. All the aliens, their technology; this place was a mother-load worth of research.

Yoruichi had learned that a big party was going on at the mall. While it was most likely going to be an average teen party, she decided to keep an eye on things just in case. She didn't want any more Hollows showing up to see their "king".


At Ben's house, Ben himself was preparing for the dance. He wasn't changing his clothes as he had come to like the hoodie he got from Ch'zell. He was currently helping himself to a cheeseburger when the door opened up. Ben looked up to see who it was and his jaw dropped. Sung-Sun walked inside sporting a new hair style.

"Sung-Sun?" he asked. She had her hair up in two buns on either side of her hair, each bun covered up in cloth tied with ribbons.

"Do you like it? I had Charlotte style it," she said. "He calls it the 'Ox Horn' style."

Ben was imagining Sung-Sun dressed in blue and kicking butt like a certain Kung-fu girl from a certain video game series.

"It looks great on you," he said honestly. "Really cute. It suits you."

She blushed. 'He just called me cute!'

"Look at her," Apacci snarled, watching them from the kitchen. "Getting herself all dolled up."

"Is she trying to rub the fact that she's going with him in our faces?" Mila Rose demanded.

"Girls." Both froze when they heard the voice of their mistress. They turned to see Tia standing behind them with a stern look in her eyes. "Sung-Sun would not do anything to ruin your time with Ben so please be respectful and allow her to have some fun in peace."

Both girls looked at the ground guiltily. "Yes, Harribel-sama."


Soon it was the time of the party. Ben was all set and waiting in the living room for the girls. Apacci and Mila Rose came down first. Ben's eyes widened at their clothes. Apacci was going for a more "bad girl" look, wearing a tank top with a vest and blue jeans. Mila Rose was wearing a white skin-tight, belly-baring shirt with blue denim shorts and a red jacket.

"Wow," Ben said as he looked at them. "You both look great."

Both girls blushed happily at this.

"Here I come, Ben!" Sung-Sun called.

"Sure thing Su..." But what he saw made his jaw drop. Sung-Sun started approaching him, wearing the Chinese mini-dress and a pair of black stockings. Combined with her Ox Horn hairstyle...she was absolutely breathtaking. Both Mila Rose and Apacci scowled as Sung-Sun made her way over to Ben.

"How do I look, Ben?" She asked.

Ben gulped, though he found himself unable to take his eyes off this dazzling sight before him. "You look...amazing, Sung-Sun."

Sung-Sun smiled back him and her face seemed all the more radiant. "Shall we go?"

"Ye-yeah, we should," Ben said, snapping out of his starstruck stupor. "I'll go start up the car." He quickly went to the door and outside. The other two girls glared angrily but

Sung-Sun just looked off to the side innocently.


Soon the four were heading out to the mall. And when they got there it was packed! Honestly, how in the world was anyone able to schedule a party at the mall of all places? It was insane! As they scrolled down the lot, trying to find a parking space, they heard a horn blare. They looked to see Kevin and Gwen standing outside his car next to an actual empty parking space. Grinning, Ben quickly parked in it.

"You sure took your sweet time," Kevin smirked as Ben got out. His eyes widened when Sung-Sun got out of the car and walked over to Ben. He whistled. Gwen elbowed him before smiling.

Gwen complimented, "You look beautiful, Sung-Sun."

Sung-Sun smiled. "Thank you, Gwen. You look good yourself." She grabbed Ben's arm. "Shall we?"

Ben smiled back. "Let's." With that, the couple headed towards the mall.

Gwen and Kevin looked over at Apacci and Mila Rose, who were glaring daggers at Sung-Sun's retreating back. Gwen sighed. "You two will get your chance," she reassured them. "Just be patient."

Kevin smirked. "Still saying; Ben's a pretty lucky guy."

"Uh-hem!" Gwen frowned.

"Uh...but I'm way luckier than he is to have a girl like you," Kevin said quickly.

"Good answer," Gwen chirped as she grabbed Kevin by his arm and the two went towards the mall with Apacci and Mila Rose close behind.

The small group went inside and the place was amazing. Lights of different colors everywhere, food and drinks, there was even a DJ!

Everyone had turned to see who had come in and they all had various reactions at seeing Ben Tennyson with the gorgeous girl on his arm. The Snake of the Tres Bestias was aware of the looks she got and calmly enjoyed it. Oh, she may not have Mila Rose's curves or Apacci's fiery personality, but she was a serene beauty. As she walked side-by-side with Ben, she noted how many looked at Ben. Some looked at him with envy, admiration, or a bit of both.

Everyone was so focused on Ben that Kevin, Gwen, Apacci, and Mila Rose's entrance was genuinely unnoticed. Which was fine by the latter two as they weren't in the mood for some guy to come up and start asking them for dances.

"Alright, y'all!" The DJ called. "Let's get this party started!"

The teens all cheered as the DJ started playing music. Judging from the pace and rhythm, it was a fast dance. And the teens were already on the "dance floor" and moving. Some were quite good, some were flat-out embarrassing themselves, and some were dancing awkwardly trying to make sure they didn't mess up.

Ben suddenly felt very small. He wasn't counting on any fast dancing! Slow dances he could handle, but this?

Sung-Sun noticed the panic in Ben's face. "Something wrong, Ben?"

"I uh, er...that is...I, uh..."

"You don't do this kind of dancing?" Sung-Sun figured. Ben's only response was an embarrassed chuckle. Sung-Sun smiled. "Don't worry. Just let the rhythm take you over and it comes naturally to you."

"You sure?" Ben asked, really not wanting to make a fool out of himself in front of her and all these other people.

Sung-Sun nodded. "Watch me." She removed herself from Ben's arm and went over to the dance floor. She stood there for a moment with her eyes closed. Ben was afraid that some other dancer was gonna bump into her when Sung-Sun began to dance.

Hypnotized. That was the only word to describe how Ben felt when he looked at Sung-Sun dancing: hypnotized. The way she moved her body to the music. Such grace, such flexibility, such skill. Her moves were so amazing that several other dancers stopped what they were doing to get a better look at Sung-Sun. Several guys were openly staring, causing them to get chewed out by their dates. But Sung-Sun had her eyes on only one. With a playful smile she pointed at Ben before crooking her finger back in a "Come Here" gesture.

Somehow managing to snap out of his trance, Ben shyly made his way toward her. Sung-Sun smiled at how adorable he looked. She smiled at him.

"Like I said, Ben," she whispered into his ear, causing him to shiver. "Let the rhythm take you over."

Taking a big gulp (and kissing his reputation good-bye) Ben closed his eyes and tried to let the rhythm take over. Ben didn't know what was going on but soon it felt like his body was moving on its own. He didn't question it, he just went with it, hoping that he wasn't looking as stupid as he felt. But he must've been doing something right because Sung-Sun was smiling and dancing right with him. Ben was certain that Sung-Sun was doing a better job than he was but she didn't seem to mind.

"Don't worry about everyone else, Ben," Sung-Sun told him softly. "It's just us. Just you and me."

Ben took her words to heart as he focused all his attention on her. Not his dancing, not the mall, and not anyone that were probably watching. All that mattered to him was Sung-Sun. And soon, it really did feel like it was just the two of them, moving in a unique rhythm of their own. The rest of the world just seemed to vanish.

And soon the music stopped, allowing the dancers to catch their breath before the next song started up. Ben and Sung-Sun found themselves slightly out of breath, taking deep breaths of air while resting their legs.

"How...how was I?" Ben asked nervously.

Sung-Sun smiled. "You were amazing, Ben."

Ben flushed. "I doubt it was that good."

Sung-Sun smiled as she gently touched his cheek. "It was to me."

The music was soon starting up again and once they were certain they had gotten their breath, the two resumed dancing. Following Sung-Sun's advice, the two simply went with the flow of the music to dance. And they were actually quite good. Sure, Ben wasn't an instant dancing pro but he wasn't a total flop either. Much to his relief. Sung-Sun decided to take advantage of the dancing to step up her game. Through their dances, she would occasionally allow her body to come in contact with Ben's. Soft caresses, near-kisses, actually rubbing her body against his. Ben could feel his inhibitions slipping away at her actions.

And while everyone was enjoying the party, nobody could deny the sight of seeing their hero dancing with one of their lovely schoolmates. Some cheered Ben on for apparently hooking up with Sung-Sun while others cheered Sung-Sun for the same reasons. Some were envious of one or the other and plenty of people were sure to take pictures with their phones at the sight. But to said dancers, all that mattered was each other.


Unfortunately Mila Rose and Apacci were not having a good time. They kept to themselves, watching from the sidelines. The food was pretty good and so was the punch which was not spiked but they were in no mood to dance. After all, the only guy they wanted to dance with was taken.

"Hey, babe. Care for a drink?" one jock offered Mila Rose.

Mila Rose, remembering Sandra's words, gave the jock a look of suspicion. "Buzz off," she brushed him off.

"Ah come on. Don't be like that." The jock was about to reach out and grab her when a strong arm caught his. The jock turned to see Kevin sneering at him.

"The lady said no."

The jock immediately backed off. He knew what Kevin Levin was capable of. Besides, the guy was friends with Ben Tennyson. No way was he going to mess with that guy.

"I could've handled him, but thanks," Mila Rose said as the jock left.

"Anytime," Kevin said. "Look, I bet Ben's mom gave you some kind of lecture about not doing anything physical. But if these guys try to do anything bad...feel free to kick their ass."

Mila Rose blinked in surprise. Then she smirked. "You kiss Gwen with that mouth?"

Kevin just smirked back. "Whenever I get the chance."

Apacci snorted. Then her eyes widened when she spotted Vega and Findor in the crowd. Vega looked like he wanted to be anywhere else while several girls were giving Findor some attention. He had a small crowd around him. She rolled her eyes at the sight. Whose bright idea was it to get them enrolled as students anyway? They would've done better as bouncers or something. Or maybe wrestlers like Redder did. From what she heard, he was actually doing pretty good for himself. Pesche and Dondochakka were starting their own comedy routine and apparently were appearing at local clubs. Their material needed some work but they at least got audience laughing.


"Alright now. We're gonna take it slow~" The DJ emphasized the word slow as he started playing slow, more romantic music. Sung-Sun smiled. She looked over at Ben who looked nervous again despite his decent dancing. She took one hand and placed it around her waist before placing her hand on his shoulder. She then then took Ben's free hand with her own. Knowing that Ben would probably be too nervous, she decided to lead. Ben, feeling exactly that, had no problem with letting her lead. He just hoped he wouldn't wind up stepping on her toes.

"Ben, just like before," Sung-Sun encouraged. "It's just you and me."

Since she helped him out earlier, Ben wasn't one to argue. So he focused on Sung-Sun. And he found himself gazing into those...those...those beautiful lavender eyes of her. Had they always been that particular color? To Ben they seemed to shine like gems.

As for Sung-Sun, well she was certain that she was getting lost in those green eyes of his. Those precious emerald eyes of his. Eyes that showed hardship, determination, loss, happiness, and so many other emotions that it was a small wonder how Sung-Sun couldn't have gotten lost in them.

While Ben was focused solely on her, there was something that she caught out of the corner of her eye. She saw her comrades...and how miserable they both looked. Normally she wouldn't mind and yes, she would love to rub something like this in their faces. But...well they had agreed to share. Besides, she could always make sure they would pay her back. Slowly, she separated from Ben.

"Ben?" she began.

"Yeah, Sung-Sun?" he asked softly.

"I think I'll sit down for a bit."

"Oh, you're tired?" he asked.

"A little, but I think Mila Rose and Apacci would like to have a chance to dance with you too."

Ben blinked in surprise. He wasn't counting on Sung-Sun doing something like that.
"Uh...sure."

Smiling, Sung-Sun gave Ben a quick hug and went to go sit down. "I think they'd appreciate it if you asked them to dance."

Nodding, Ben walked over to where Mila Rose and Apacci were standing. Both had their immediate attention on Ben the moment he went over to them.

"Would either of you ladies want to dance with me?" Ben asked them.

Mila Rose smiled and Apacci grinned. The lion and deer glared at each other and stuck out their fists.

"Rock, Paper, Scissors, hah!" the two went. Mila Rose picked paper while Apacci picked rock.

"Yes!" Mila Rose cheered.

"Damn it!" Apacci cursed. "My turn's next, Mila Rose, remember!"

"Right, right," Mila Rose waved her off. "Come on, Ben. Let's dance."

Sung-Sun went over with a cup of punch, offering it to Apacci. Apacci grabbed it and gulped it down.

"I'm surprised you'd let either of us steal him for a dance," Apacci remarked.

"I'm just being generous, Apacci," said Sung-Sun. "We are family, after all."

"Family?" Apacci cocked an eyebrow.

"After all we've been through, after all this time, how could I think of you as anything else?" she asked.

Apacci blinked in surprise as she pondered Sung-Sun words. Family? Apacci had never thought of it that way but now that she actually was...Sung-Sun made sense.

Mila Rose was dancing with Ben and holding him close to her.

"Thank you for wanting to dance with us," Mila Rose said, tempted to nuzzle into Ben's shoulder.

Ben smiled at the Amazonian beauty before him. Gazing into her own green eyes, he said,

"Yeah. I'm surprised that Sung-Sun was willing to do this."

Mila Rose huffed. "Something tells me she's got something up her sleeve about this."

Ben chuckled. "Probably, or she just wants to do something nice for you guys, but don't worry about that. Right now, it's just you and me." He figured using what Sung-Sun taught him would help out.

Mila Rose looked at Ben and smiled. "I'd like that." And so the two danced.

Of course, things didn't go unnoticed by others. Gwen and Kevin the two dancing and, judging from seeing Sung-Sun smiling and waving back at them, it was alright. Others were noticing Ben dancing with Mila Rose and couldn't believe it. She had shot so many of them down but was willing to dance with him? Those guys were off grumbling by themselves at how they had been blown off.

Mila Rose decided to up her own game and removed her arms before pressing herself up against Ben's chest, resting her head on his shoulder. Taken aback by this move, Ben gently wrapped his arms around her as they resumed dancing. Mila Rose smiled to herself at feeling Ben hold her. She was tempted to run her hands down his chest. She had seen him shirtless plenty of times and knew the boy had a nice set of abs. But she didn't want to freak out Ben out or something. When they went on their date on the other hand...

After dancing a little while longer, it was finally Apacci's turn. She was pretty sore about having to go last but as Ben made his way over to her, Apacci started acting surprisingly shy.

"Would you like to dance?" Ben asked her. The fact that he said it so gentlemanly was almost enough to make Apacci lose it.

"S-sure," she replied as she went over to him. Ben noticed her nervousness and gave her a smile to ease her worries. Mila Rose stood next to Sung-Sun as they watched the two.

By now, Ben was really getting everyone's attention. While Apacci was another hottie like the other two, she was also known as one that people should best avoid. Her rude, brash nature as a bad girl was hot, but she also showed that you did not want to mess with her unless you had a death wish. And Apacci made good on her threats. To see her wanting to dance was a shocker to them all. And the fact that Ben had danced with not one, not two, but three well-known hotties really made him the center of attention. But Ben wasn't paying them any mind.

"You okay, Apacci?" he asked her.

Apacci looked at the ground, hating herself for feeling so ridiculous. "I'm...I'm not really good at this kinda thing."

Ben smiled as he helped her assume the dancing positions. "It's alright. I'm not very good either but I've done okay."

Unfortunately, his words didn't give Apacci any confidence. Ben looked at her in understanding. "Just pretend there's no one else here, Apacci. Just the two of us. Only us. You'll do fine."

Ben felt weird encouraging Apacci like this when he had been no better earlier. But it seemed to help. Apacci would still look at her feet now and then to make sure that she wasn't stepping his toes. Boy, what a switch. But he danced slowly so as to make her feel more comfortable.

"If it makes you feel better, just focus on my eyes," Ben suggested. "It worked for me."

Confused, Apacci nonetheless gave the idea a try and focused on Ben's eyes. As she gazed into green eyes, Ben found himself gazing into blue and amber eyes respectively. Ben always thoughts having two different colored eyes was pretty cool.

Apacci felt ridiculous. She wasn't used to during these "girly" type things. Sure she'd be willing to tolerate them for Ben but that didn't make doing them any better. She could tell that Ben was taking things slowly with her and she was grateful for that. As she looked into his green eyes, he gave her a comforting smile in return. Slowly, ever so slowly, Apacci started lowering her reserves and simply allowed the music, and Ben, to guide her. Once they were done, Apacci returned to the others, feeling warm and happy from the experience. She really looked forward to when her time with Ben would come.

Soon, Sung-Sun and Ben were dancing again. Having danced with all three girls, Ben was feeling more confident about his dancing abilities.

"Well those two certainly had a good time," Sung-Sun smiled as she and Ben danced together.

Ben smiled. "I'm glad. That was really sweet of you to let them dance with me."

Sung-Sun giggled. "We may fight and argue a whole lot, but we do care about each other. We're a family."

Ben laughed. "I gotta admit, you three fight like sisters."

"That we do," Sung-Sun admitted. "Thank you for coming to the dance."

Ben's smile grew. "I wouldn't miss it for the world."

As Ben and Sung-Sun danced together, arms wrapped around one another, the two once again gazed into each others' eyes. In a moment their memories went back to their first meeting and everything that happened up to this point. Their feelings began to swell.

And it wasn't Sung-Sun who took the initiative but Ben as he leaned in and captured her lips with his. The snake Arrancar gasped but slowly she closed her eyes and reciprocated. She didn't care if her fellow Fraccion were glaring at her. She didn't care if Nelliel and Haribel had claimed this young man as their own. What mattered right now was this very moment.


Over to the side, Kevin and Gwen were taking a breather and helping themselves to some punch. Gwen was looking at Ben and Sung-Sun dancing with a big smile.

"I think Ben's really starting to grow up," she said, having seen him dance with all three.

"Yeah," Kevin said as he checked to make sure the punch wasn't spiked. "Here's hoping there won't be any little Arrancar babies running around any time soon."

Gwen deadpanned at her boyfriend. "You really know how to kill the mood don't you?"


Slowly, the two parted, ignoring the wolf-whistles, calls, and cheers their fellow dancers gave them after seeing the kiss between them. Ben's attention was all on Sung-Sun, who felt happiness swell within her. Ben had kissed her. He had kissed her! Her lips still tingled with the feeling of his own. Urges and desires started rising to the surface but she quickly fought them down. She had something else to do first.

"Come with me," she whispered. With that, she led Ben toward the mall's exit. Several of the other patrons called after them but the two weren't paying attention to them.

Once outside, the cold air made Sung-Sun feel chilly and she shivered a bit. Ben saw her shiver and he immediately knew what to do. He took off his hoodie and draped it over her shoulders. It wasn't quite like a jacket, but it would do.

"Better?" he asked and she smiled back at him with a blush.

"Yes, thank you," she answered. "Still getting used to being human."

"Hey, I've been one my whole life and I'm still getting the hang of it," he joked, causing her to laugh. Finding a bench, they sat down. "So, you said you wanted to talk to me about something?"

Sung-Sun looked up at the moon, which shined brightly above them. "I told the others about what you told me yesterday."

Ben was surprised by this news but simply looked at his feet. "Ah. I see."

Sung-Sun looked at him now. "Ben, we don't want this to be a burden to you."

"I know," Ben replied. "It's just...I want to make you all happy."

"We know that, Ben. It's not like we're asking you to part the waters or move the planet. Just being with you, spending time with you, that's good enough for us."

"But I don't want it to just be good enough," Ben explained. "You all deserve more than that! You're all smart, brave, awesome, funny, caring, strong, beautiful, and I...I..."

Sung-Sun stopped him. "You too are brave, strong, caring, determined, funny, and in my opinion, awesome and quite handsome." Ben blushed. Sung-Sun took a step closer to him. "All I'm saying is, we want you to be happy too. Just let us, Ben, and we'll make the happiest boy in the world."

Ben stared at Sung-Sun, amazed by her declaration. He knew that the other girls must feel this way too. They wanted him to be happy with them and...Ben smiled and surprised Sung-Sun by putting his arms around her and holding her close.

"If you five are going to make me the happiest boy in the world," he whispered to her, causing her to tremble in delight, "Then I'll make sure you five are the happiest girls in the world."

Certain that her eyes were actually watering at his words, Sung-Sun couldn't take it anymore as she put her arms around him and pulled him into another loving kiss. Ben didn't try to fight as he moved his mouth against hers. Taking the initiative once again, Ben gently prodded Sung-Sun mouth with his tongue. Almost like she had been waiting for it, Sung-Sun allowed Ben an opening and his tasting organ roamed her mouth. But then Sung-Sun showed how snake-like she truly was. Her tongue and Ben's clashed for dominance but the techniques she did were mind-blowing. The way her tongue swirled, swished, and stroked, Ben thought he was going pleasantly numb at her actions. But Sung-Sun didn't let up and as Ben's tongue retreated, Sung-Sun's follow into his mouth, roaming, licking, and stroking every area within. Ben moaned and Sung-Sun smirked at his reaction while their lips remained connected. Soon the need for air parted them and Ben took a moment to collect himself.

What is it with these girls and their kisses? He thought in a daze. Sung-Sun giggled and playfully hid her mouth behind the sleeve of Ben's hoodie.

"Oh, my. Was that a bit much, sweet Ben?" Sung-Sun asked coyly. "You'd better toughen up because there's gonna be plenty of those kisses and more in the days to come."

"Oh boy," Ben said, half in fear and but the other half was actually excited. His excitement must've shown because Sung-Sun started walking over to him again, a slight sway in her hips to draw his attention.

"Would you like to do it again?"

Ben looked up at her and found himself smiling. He was going to try something. He went over and put his arms around her.

"Sung-Sun," he said. "If I do anything to make you feel uncomfortable, please let me know."

Sung-Sun was confused and was about to ask Ben what he meant when Ben started kissing along her jawline. She gasped in surprise at Ben's actions. Remembering what Nelliel did to him back at Bachanal, Ben started planting kisses down to her neck. Sung-Sun's eyes rolled back in pleasure.

"Ben," she moaned out. Ben's hand found their way to the small of her back and the back of her head respectively. The girls already showed him so much affection. It was time for him to show some back. Sung-Sun felt herself grabbing fistfuls of Ben's own hair, becoming lost in his ministrations.

But unfortunately their sweet moment was abruptly stopped when they heard a familiar sound. The two separated and looked when something all too familiar was starting to form: a Garganta.

"Grimmjow," Ben actually snarled in frustration. "I guess it was too good to be true."

Aside from narrowing her eyes angrily, Sung-Sun showed no other outward sign of emotion. But insides she was raging. Grimmjow Jaegerjaquez! I am going to send you back to Hueco Mundo in a body bag!

But when the Garganta fully opened, it wasn't Grimmjow who stood there waiting for them. Instead it was...

"LOLY!?" Ben and Sung-Sun identified. It was her all right.

"I finally found you, Ben Tennyson," Loly sneered before her face became one of pure, unadulterated rage. "PREPARE TO DIE!"

The enraged Arrancar charged up a Bala and fired. Ben and Sung-Sun managed to move out of the way but the shock from the blast knocked them off the feet and sprawling to the ground. But they both quickly recovered. Loly took the opportunity to fire a stream of Bala at her enemies but both moved to dodge. Ben was lucky for his new-found speed, allowing him to dodge the Bala a lot faster than he could have normally. Loly was shocked by Ben's speed.

"How are you doing that without turning into one of your aliens?!" She demanded, her voice cracked somewhat.

"I learned some new tricks," Ben answered. He activated the Ultimatrix when a crimson Cero fired from the Garganta. Ben quickly dodged, but several cars were completely destroyed. He faced the Garganta and saw Loly's companion Menoly standing next to the former.

"Why are you here, Loly?" Sung-Sun asked. "The war is over."

"Quiet, you bitch!" Loly snapped at Sung-Sun, who narrowed her eyes at the insult. Loly then focused her attention back on Ben. "I'll make you pay for killing Aizen-sama!"

Ben was thrown off by this declaration. "Killing Aizen? Loly, I didn't..."

But Loly ignored Ben and started charging up her own Cero.

"Sung-Sun, move it!" Ben yelled.

Sung-Sun nodded and quickly used her own speed. She had learned that she could still move pretty fast in her gigai, but it lacked the full power of her usual Sonido. Fortunately, her speed was fast enough as she and Ben dodged Loly's Cero. While it severely lacked in terms of power compared to the Espada, tt was pretty powerful, enough to destroy several more cars in the lot. Ben really hoped they were insured.

"Loly, listen to me!" Ben shouted. "I didn't kill Aizen! I wanted to spare him."

"Liar!" Loly roared dementedly. Menoly looked at her friend in worry. She thought they were going to build up their forces, not take Ben head-on. Had Loly's eagerness for revenge clouded her mind?

"You again?!"

Both girls, along with Ben and Sung-Sun, turned to see Kevin, Gwen, Apacci, and Mila Rose outside.

"We were going to see what you two were up to and instead we find this," Kevin said as he glared up at the two. "Who're the brats?"

Loly sneered. "So, it's the other two sluts and some of Ben's friends."

Apacci and Mila Rose growled angrily. "Watch it, bitch!" Apacci yelled. "You in the mood for me to kick your ass?"

"You think you stupid whores and your precious boyfriend can beat me? I'm gonna kill every last one of you!" Loly threatened.

Everyone was about to assume fighting stances when...

"No!" They all turned to look at Ben, who seemed really determined.

"Go back inside," Ben told them. "Make sure that everyone inside that mall is safe."

"What?!" Apacci and Mila Rose exclaimed.

"Ben, are you sure?" Sung-Sun asked.

Ben nodded. "This is between me and Loly. Go."

Sung-Sun nodded. She went and gave Ben a quick kiss. "For luck," she explained before she and the others started heading back inside.

"Where do you think you're going?!" Loly shrieked as she prepared to attack them. But Ben quickly picked up a piece of rubble and chucked it right at Loly. The girl was too distracted by trying to attack Ben's friends that the rock smacked her right in the face. It didn't do much but thanks to Ben's new strength, it did knock her back and already a nice black bruise was starting to form. She turned her head towards Ben and she was livid.

Ben challenged, "It's me you want, Loly, come and get me."

Loly laughed hysterically. "Oh, you think it's gonna be that easy? I'm gonna make you suffer before I kill you! You took Aizen-sama away from me. So I'm gonna take away everything you hold dear! Your friends! Your family! I'm gonna kill them all one by one! And then I'll kill you!"

Ben's face darkened. "Not gonna happen."

"Oh?" Loly asked mockingly. "Now, Menoly!"

Menoly nodded and began charging up a Cero, pointing it at the mall!

"No!" Ben cried.

But Menoly fired the Cero. The blast destroyed a humongous chunk of the wall. Fear clutching his heart, Ben kicked his speed into high gear as he ran toward the wreckage. Inside, people were scattering, screaming; it was sheer chaos. Ben looked worriedly to see if anyone was buried under the rubble.

"Ben!"

Ben looked to see Gwen running towards him. He let out a sigh of relief to see that Gwen, Kevin, and the girls were okay.

"Did anyone get hurt?" He asked.

Gwen shook her head. "No, thanks goodness."

"Poison, Escolopendra!"

Ben turned grimly as Loly transformed into her released state. Her centipede-like appendages thrashed wildly while Loly laughed with wicked glee.

"Eeew," Kevin cringed. He looked at the girls. "I think I like your Resurreccion better."

"Time to die!" Loly yelled as she started unleashing her poison.

"Look out!" Ben cried. "It's acidic!"

Ben and his friends scrambled to get away. Normal people could not see Loly but her presence and its effects could be seen as she indiscriminately began destroying mall property with her centipede arms, screaming and screeching like an insane person.

Then again, the look she had in her eyes was not what someone who was of sound mind would have. Gwen and Kevin evacuated all of the teens and mall staff, leaving Ben and the Tres Bestias to take care of the rogue.

"I know you said this is between the two of you," Sung-Sun said. "But some back-up wouldn't hurt."

Ben nodded, accepting that. The four of them glared at their two enemies.

"How precious," Loly mocked. "I'll get to kill you sluts first right in front of your precious Ben."

"Sluts?!" Apacci thundered. "You're one to talk! That uniform of yours is slutty enough!"

"Shut up!" Loly fired her acidic poison at the four, who quickly scattered. Menoly appeared in front of Sung-Sun.

"You're going down!" The blonde declared. But Mila Rose had grabbed the punch bowl and splashed the beverage in Menoly's face. Menoly shook her head as she coughed and sputtered. But before she could get her bearings, Apacci had picked up the DJ's turntable and smashed it against the girl.

"We could easily take on either of them if we were outside our gigai," Mila Rose said. "But since we only have access to some of our abilities right now, we'll need to work together to take on just Menoly."

Apacci scoffed. "No problem. Gigai or not, we'll kick her sorry ass!"

Ben on the other hand was having a bit of difficulty. He kept trying to use his Ultimatrix but Loly was persistent. She was determined to keep Ben from using it and turning into any of his aliens. The fact that she could use Bala, Cero, and her poison really put Ben between a rock and a hard place. But all the while, Ben was still trying to get Loly to listen to him.

Ben tried to reason with her, "Loly, please! I didn't kill Aizen."

Unfortunately, she wasn't listening, "You expect me to believe that crap! After all Aizen-sama did for you, you went and took him from me!"

"Even if I didn't, Aizen was not who you think he was, Loly! He was a monster! You meant nothing to him, Loly. Nothing!"

Unfortunately that even served to further enrage her. "Shut up!" She began firing continuous Bala. "How dare you say that Aizen-sama didn't care about me!"

Ben zoomed out of the way as her Balas began destroying everything. "Oh, man. I really hope I don't get blamed for this."

Menoly was still locked in combat with the Tres Bestias. She overheard that the girls didn't have access to all their abilities, yet they still believed they could take her on. How arrogant! But Menoly could not deny that the girls still had strength in numbers. Whenever Menoly tried to attack one, the other two would gang up on her. And since they didn't have their Zanpakutou, they had to rely more on fighting dirty. Jabs in the eyes, hair-pulling, face-scratching. They did anything and everything they could to hurt her.

Menoly was about to charge up a Cero to attack them but Mila Rose had gotten behind her slammed one of the stereos upon her. Still, Menoly's hierro did offer her some resistance and the girls were afraid the gigai would wear them out.

"We gotta get us some weapons to use when we're in our gigai," Apacci said. "That would be really helpful right about now."

Ben, on the other hand, struggled to find a good alien to use and Loly's onslaught was not helping much. He needed a form that could end this fight as soon as possible. Four Arms seemed as good an alien as any. But just as he was reaching Four Arms, Loly fired a Bala. Ben managed to move out of the way but the force of the blast once again knocked him off his feet. He winced as his body collided with the ground but thanks to his endurance and regeneration, he was able to quickly get back on his feet.

"Okay, I've had enough," Ben said without paying attention to the alien on his Ultimatrix. "It's Hero Time!" He slammed his palm down on it. The familiar green flash enveloped him as his DNA was being rewritten. His body also changed according to the alien DNA and once the flash subsided, Ben stood in his new form.

Unfortunately, the alien's appearance was not very impressive. It was a green-skinned and ogre-like alien with a dark green metal cage helmet over its head. The helmet had two horns protruding from the sides and the cage's door had five bars, three of which were in the center. Connected to the cage was his armor which wrapped around his shoulders as it went halfway down his chest. The armor was connected to a simple pair of black briefs by chains. The briefs had a metal waistline matching the color of his armor. His arms appeared long and misshapen, with bulb-shaped spikes coming out of them and pointy fingertips. Through the helmet's cage bars, the glow of its green eyes could be seen. In the centre of the chest was the Ultimatrix emblem.

"Toepick!"

Loly, taking a look at the ugly fat alien, let out a laugh, "Hahahahaha! Is that it!? That's the form you chose to fight me!?"

"Actually, I was looking for Four Arms," said Toepick. his voice sounding like he was growling at the same time.

"It doesn't matter! You don't stand a chance!" She reared back her arms to finish him off when the cage of Toepick's helmet began to open. The opening of the cage was accompanied by horrific sounds of terrified screams, agonized wailing, roaring, unholy groans and wails, hissing and deep demonic laughter that came out all at once. At the sight of the horror before her, Loly froze as her eyes widened in terror.

"AAAAHHHHHHHH! No...No...NO!" she screamed. Toepick then advanced on her, prompting her to stumble backwards in fear. She slipped on a piece of rubble and fell on her rear. She tried to crawl back but all she could do was shiver in terror as she was frozen on the spot. She couldn't even move her arms to defend herself nor was she able to look away from the horror standing before her. "STAY BACK! STAY BACK! AAAAHHHHHHHH! GO AWAY! LEAVE ME ALONE!" she screamed. Her hair had turned a shocking white as she continued to scream hysterically, "STAY AWAY FROM ME AAAAHHHHHHHH!"

Menoly, alerted to Loly's screaming, realized something was wrong. She dashed towards her partner using Sonido and scooped her up. After that, they were gone. Once they were gone, Toepick's cage closed up and in a flash of green he was back to Ben.

"Whoa..." he uttered, blinking. "That...was freaky." The last time he'd felt like that was when he used Ghostfreak to scare off Zombozo back when he was a kid.

"Ben, what did you do?" Apacci asked, looking at Ben in shock.

"A new guy called Toepick," Ben said, shivering at the experience. "Looks like he's got the power to terrify anyone who looks at his face."

"We saw what you did to Loly," Sung-Sun said. She shivered a little now. "Reducing her to that. I think Toepick could've terrified Aizen."

Mila Rose laughed. "To see Aizen on his knees like a sniveling coward would've been something to see."

"This guy seems pretty powerful," Ben said. "Better save him for emergencies."

Sung-Sun was worried. "While you scared Loly off, we don't know if she'll be back or not."

"Aw, she's probably too scared to ever show her face again," Apacci declared arrogantly

"A nice thought but that's usually asking for a bit much in my line of work," Ben admitted. "She might come back. And I'll need to be ready."

"I wonder how she even knew where you lived," Mila Rose said. "Dumb luck? One of those worshippers of yours telling her?"

"It was me."

Ben froze as he heard that all too familiar voice. Groaning, he turned to see a sneering Grimmjow standing amongst the remains of the devastated mall. "Hey, Grimmjow."

"Grimmjow!" Apacci yelled. "You seriously told Loly where Ben lives?!"

Grimmjow shrugged. "Saw her and the other one lurking around Hueco Mundo trying to find information on Ben's whereabouts. Loly actually threatened to kill me." Grimmjow laughed at that. "Aizen's little errand girl thought she could kill me. I'll admit I was tempted to kill those two right then and there, but hey, I already knew Ben could kick their asses anyway so I let them go."

"Gee, how generous," Ben said dryly.

Grimmjow looked around with a smirk. "Looks like they did a number on this place." He grinned wickedly at Ben. "You know what I'm here for, Ben. You've blown me off enough already. Time to get down to business."

Ben groaned. "Seriously? Now?"

Grimmjow's smirk never left his face. "Yeah. Now."

Ben covered his face with his hand. He knew that Grimmjow wasn't going to leave without a fight and even though he could easily call on Nelliel, Tia, Ulquiorra, or Starrk to lend a hand, he figured he might as well get this over with.

"Alright," he conceded. "But we're taking this out of Bellwood. There's already been enough damage here."

Grimmjow's smirk got even wider. "Let's do it!"

The girls all glared angrily at Grimmjow. But they knew Ben had his reasons for accepting this. Grimmjow Sonidoed away. Ben activated the Ultimatrix, switched the dial to XLR8, and slammed it down. In a green flash, XLR8 appeared. "I'll be right back," he told the girls.

The three nodded in understanding. Sung-Sun gave him a kiss on the cheek for good luck. Blushing under his visor/helmet, XLR8 zoomed out the mall to pursue Grimmjow.


Needless to say, the whole teen community was buzzing on the internet. Teens were chatting and gossiping with what had taken place. Cars destroyed, the mall ruined. And of course, Ben Tennyson. While many were interested as to what Ben was fighting that could've caused such destruction, most of them had something else on their mind. During the dance, many of them had taken pictures with their cellphones. And the ones that got the most views and commentary, were the ones of Ben dancing with Apacci, Mila Rose, and Sung-Sun. Plenty had managed to capture a picture of Ben and Sung-Sun kissing. Some cheered for Ben apparently scoring with three of the hottest girls in school. Others were envious, either of Ben or the girls. But one thing was for certain, Ben was gonna be the talk of the town and school for a whole new reason.


When Ben and the girls finally got home, he was swamped. The fight with Loly and then Grimmjow had really taken a lot out of him. He was just grateful that Grimmjow seemed to be fine with their stalemates instead of a definite winner. But the former Espada swore that next time they fought, there would be a winner decided. Ben had asked why Grimmjow didn't try to kill him and the answer surprised him.

"What can I say? You're too much fun to kill!"

Ben didn't know if he should flattered or creeped out.

"Welcome home," Tia and Nelliel greeted when the four walked through the door.

"Hey," Ben waved. He looked around. "Mom and Dad home?"

"Nah," Nelliel shook her head. "They went out to dinner. But we heard there was some commotion. What happened?"

"Loly's back," Apacci told them.

Both women narrowed their eyes.

"She thinks Ben killed Aizen and wants to make him suffer," Mila Rose added. "Ben drove her away but we don't know if she'll be back."

"We can't leave anything to chance," Tia said. "Loly's infatuation to Aizen seems to have affected her terribly. But why does she think you killed him?"

Ben said, "She probably heard something."

"Might've been from Grimmjow," Sung-Sun suggested. "He is the one who told Loly where you live."

"WHAT!?" Tia and Nelliel were furious.

"Wait, wait!" Ben cried. "He only did that because he knew I could beat her."

"Regardless, he had no right to tell someone who despises you where you live." Tia shook her head. "If I ever see Grimmjow again, I'm going to..."

"Easy there, Tia," Ben told her. "It's alright. We can handle Loly. Together."

The girls all smiled at Ben's declaration. The teen hero made his way over to the couch and slumped. "I'm bushed."

Sung-Sun smiled as she made her way over to him. Before Ben could ask what she was doing, she sat on the couch and snuggled next to him. Ben felt that familiar blush on his cheeks but otherwise didn't mind how close she was to him. Scowling deeply, Apacci and Mila Rose left the room. Tia smiled at seeing her companion and her beloved sitting next to each other and left as well. Nelliel was slightly urked but she did think it was rather cute. She decided to give them their privacy and left the room.

"I'm sorry the date had to get ruined."

"What do you mean ruined?" Sung-Sun asked. "Aside from Loly showing up, I had a wonderful time."

Ben smiled. "I'm glad."

"And thank you, for what you said earlier."

"Hmm?"

"About making us the happiest girls in the world."

Ben's smile actually widened. "Of course. You're my girls after all."

Sung-Sun gasped as she looked at him. His girls. HIS GIRLS!

"Oh, Ben!" Sung-Sun threw her arms around him and pulled him in to another loving kiss. Ben smiled through the kiss as he put his own arms around her. He wasn't sure what the future held...okay he knew parts of it. But he wasn't going to back down. Not from this. These girls loved him and he was gonna do everything he could to love them back!


Meanwhile, Menoly was helping her friend recover. She wasn't sure what that creature could do, but Loly's hair was now chalk white and she was as pale as a ghost. She was taking deep breaths and her forehead was covered in sweat.

"Loly?" Menoly asked. "Are you okay?"

"That...that horrible, hideous thing," Loly gasped, "I can't...I can't..."

"Loly, just calm down," Menoly urged, amazed that one of Ben's aliens was capable of doing something like this. "It's gonna be alright. It's gonna be alright."

"Ben Tennyson...I can't...I can't beat him on my own," Loly realized, hating herself for admitting something like that.

"Remember before we came here, Loly?" Menoly reminded her. "Ben must have enemies here too. We can get them to join us. And together, we'll take Ben down."

Loly's eye widened as she remembered that. She had been planning on recruiting any enemies Ben had in the world of the living but she had forgotten that in her eagerness to finally make Ben pay.

"You're right," she said as her breathing started slowing to a calmer pace. "Ben's other enemies. I'll get them to join me. And then, I will destroy Ben Tennyson's whole world before I kill him personally."

End of Chapter


Well, guys, if February had been longer, I could've gotten this out before the month was over. I bet you all are surprised that I updated so fast and so much. What can I say, thanks to Pyromania101 and Kamen Rider Chrome, who were really a bit help in this chapter, I really got into the swing of things. Also, I noticed that some of you wanted to see more action and the plot advance. So I figured I might as well do it now. You guys got to see some more action and I managed to forward the plot.

No doubt by now you guys are probably wondering where this story stands in the Ben 10: Ultimate Alien timeline. We all know it takes place after the Absolutel Power arc but I think it's time to start placing elements from the actual show into the story. And I'm thinking about starting with Revenge of the Swarm or so. It would be interesting for Elena to see that she has some really unwanted competition. Thanks to Kamen Rider, I have a plot in mind regarding that.