Chapter 13: Alone together, and Zommom's Gluttony

Seanzilla115: Hey minna. I...dont' have anything to say...except this. I...freaking love Pokemon Y! I mean, GameFreak and Nintendo REALLY outdid themselves this time. Pokemonamie, Super Training, Wonder Trade, and(my personal favorite)Mega Evolutions are but a few of the newer functions added into Pokemon X and Y. If anyone would like to trade or challenge me to a Pokemon Battle, send me a PM. Anyway..with that aside, onto the disclaimer. I don't own anything in this story, nor the Sonic the Hedgehog Series, Ben 10 Series, or the Blazblue Series. I do though own Haseo Yukimaru Sakurai while GammaTron own Roll Cyber Sakurai. Also one last thing. There will be some Ben X Makoto moments in here.


"Whew! Man it's hot out here!" Sonic, who was piloting the Tornado while Tails piloted the Gale, stated as the group flew over a large desert area, sweat dripping off the hedgehog's face.

"Well it is a desert after all, Sonic," Tails stated before wiping the sweat off his face, "One that's a little too hot if you ask me."

"Tell me about it..." Makoto panted a bit, using her hand as a fan in a attempted to cool herself off, "I really hope we find that oasis you mentioned soon Tails-kun, otherwise I'm going to end up baked Squirrel."

"Hold on Makoto. Maybe I can turn into Big-Chill and..." Ben began.

"No Ben. Like I told you on the way here, you can't use your arm until it's fully healed," Tsubaki reminded him in a firm tone.

"I know..but can I just..."

"No. Until your arm is better, you can't use the Omnitrix, okay?" Tsubaki asked him in the same tone.

"..Okay," Ben sighed in defeat before he looked at Tails from his seat, "Any luck finding Eggman's signal?"

"Not yet," Tails replied as he looked at the tracker on the Gale's console, "But we should be able to find him before..."

"Ano..Tails-san?" Roll spoke, catching the twin-tailed foxes attention as he looked over at her, said hedgefox noticing something on the ground, "Something's coming out of the sand bellow us."

"Hmm?" Tails blinked as he quickly put the Gale on Auto pilot before looking over and saw something beginning to emerge from the sand below, "Sonic...we may have to speed up the planes."

"Huh? Why's..WOAH!" Sonic yelped as he barely moved the Tornado out of the way before a large, light blue and dark blue worm with sharp teeth attempt to eat the blue hedgehog before it burrowed back into the ground, "The hell was that?!"

"I don't know!" Tails yelled before paling as he noticed more Sand worms beginning to notice, "But it looks like it brought friends!"

"Let's get out of here before we end up worm food!" Sonic yelled.

"Agreed/hai!" the others agreed as the Tornado and Gale began to fly faster, the two planes barely dodging the bites of the Sand Worms.

This continued on for a few minutes with the group trying to confuse the Sand Worms, one attempt being trying to get the worms to tie each other up. But sadly...that didn't work as the Sand Worms were surprisingly smart enough to not fall for it.

"Is there anyway we can lose them, Tails?!" Sonic yelled after the Tornado barely dodged another bite form a Sand Worm.

"I think so! Let me check the map real quick!" Tails replied as he brought the map up real quick and examined it, "Here we go! from what I'm seeing here, those worms are avoiding the pyramids and that oasis I saw before!"

"That's good but...how're we going to lose these guys?!" Sonic yell,ed having the Tornado barely dodge yet another bite from a attacking sand worm.

"Don't worry! I think I got just the..." Tails began before he noticed the Sand Worms beginning to retreat, "Thing?"

"Huh...that's weird. Why're they running away?" Ben pondered before Makoto tapped a shaking finger on the teen's shoulder.

"A..ano...I..I think I know why," the Beastkin gulped as she pointed forward.

The others looked forward as well before paling, seeing a large sand tornado that was twice the size of the sand worms heading towards them.

"Oh crap!" Sonic yelled as he and Tails piloted the Tornado and Gale and attempted to get away from the tornado. Unfortunatley, the tornado was too strong as it began to pull the two planes in, "Brace yourselves everyone!"

The others couldn't respond as the tornado pulled them in.


"Did I miss it? Please tell me I didn't miss it!" Eggman yelled as he ran into the room.

"You haven't sire. In fact, I've recorded it for you so you can watch it later," Orbot replied as he pointed to a screen showing the sand tornado throwing the Gale and Tornado around.

"Ho ho! This is just to perfect!" Eggman grinned from ear to ear as he watched the video, "If things go well, I'll finally be rid of that little blue menace and his friends!"

"And that..." Lien-Da began, the female echidna being in the same room.

"Not another word about that brat with the watch, Lien-Da! I keep telling you he's not a threat," Eggman stated.

"Ha ha! You were told to shut up!" Cubot laughed at Lien-Da, the cube-shaped bot wearing a dirty, blue vest.

"..." Lien-da's left eye began to twitch before she punched Cubot without even looking, the cube-shaped bot losing the vest and suddenly gained a bee-stinger and his entire body changing to a green color with black stripes.

"Ooh~ Cubot doezzzzn't know how long he can take thozzze kind of hits!" Cubot whined a bit.

"..Why do I feel like shooting him and check to see if he'll attempt to pull himself together?" Eggman muttered to himself before shaking it off a bit, "Never mind. Orbot, Lien-Da, keep an eye on the screen in case you see any sign of that blasted hedgehog. And if you see that boy Lien-Da, ignore him. Got it?"

"..Yes sir," Lien-Da replied through gritted teeth, anger starting to boil inside the echidna's body.

"Good girl. Now if you'll excuse me, I'm going back to discuss things with my new business partner," Eggman said as he left the room.

"...Orbot. Pillow please," Lien-Da ordered the orb-shaped bot.

"Y..yes ma'am," Orbot nodded as he pulled out a fairly large pillow from his Hammer Space, "Here you go."

"Thanks," the female echidna said before grabbing the pillow and screamed her lungs out in it, releasing all the built up anger she had at the moment before removing her head from the pillow, "That idiot doesn't realize a giant threat if it bit him in the ass!"

"Agreed..." a voice spoke as Zavok appeared form the shadows.

"...What do you want?" Lien-Da demanded with a frown.

"I noticed how infuriated you look when that fat doctor said Ben Tennyson wasn't a threat," the red Zeti replied as he approached the female echidna, "And from what I examined on his Dark Egg Legion, he treats his troops like garbage and dismisses anything they say unless it involves that hedgehog."

"...Where are you going with this?" Lien-Da asked.

"I have a proposal for you..one you'll no doubt like," Zavok stated.

"...You got 5 minutes to tell me what it is," Lien-Da responded, earning a grin from Zavok.

"5 minutes is all I need," Zavok grinned.


"Ow..." Ben groaned as he regained conciousness, his head throbing in pain a bit, "Mou...I feel like I just got trampled by Way-Big," he then noticed he was in a jungle/forest like area, "...Where am I? And where are...?" he began before his good hand touched something soft.

"Ahn~..."

Ben instantly froze, his face gaining a heavy blush as he slowly looked down, seeing his hand touching one of Makoto's breast, which(much to his disfortune)was bare since the top of her outfit was almost completely torn.

"Yipe!" Ben let out a small quite yelp, not wanting to wake Makoto up as he moved his hand away, his face a beet red, 'Ah mou..that's twice I've groped her! C..calm down Ben. Y...you need to figure out how to cover her body before she notices,' he then looked down at his jacket, which happened to only have a few tears in it while his shirt had a little more tears, 'Well..it's better than nothing...but it's going to hurt,' he then slowly began to take his jacket off, the Omnitrix wielding teen wincing in pain as he slipped his still injured arm out of the sleeve of his jacket. Once the jacket was off, he placed it over Makoto's body, "That should do it..."

"Mmm...ita~" Makoto moaned in pain a bit as she began to wake up.

"You okay Makoto?" Ben asked.

"H..hai..if you call being tossed around a tornado like crazy okay," the Squirrel Beastkin replied before she noticed Ben's jacket on her body, "...Ano..why do I have your jacket on my body, Ben-kun?"

"...Um..w..well...y..you're shirt was torn up, most likely from that desert tornado," Ben replied, a heavy blush on his face.

"..." Makoto blinked in confusion a bit before lifting the jacket up a bit, causing her to blush heavily when she noticed her shirt was torn up, "I...I see. P...please tell me there's some spare cloths lying around."

"Somehow..I doubt..." Ben began before he noticed a traveling bag hanging from a nearby tree, "...Huh. That's..convienent."

"Hai. S..see what's inside," Makoto suggested, her blush dying down a bit.

"Okay," Ben nodded as he got up, using a nearby tree as support before he walked over to the tree and grabbed the bag. He then opened it and looked inside a bit before blushing heavily, "Uh..I..I think this is your bag, Makoto."

"Eh? Are you sure?"

"Y...yeah. I'm actually surprised nothing inside got blown away in that desert tornado," Ben noted as he walked back over and gave Makoto the bag, "Speaking of which...I think it seperated us from Sonic and the others."

"I was just thinking the same," Makoto said as she took a pair of cloths out of the bag before looking at Ben, a small blush forming on her face, "Ano...c..can you turn around?"

"..oh. Yeah sure," Ben nodded as he quickly turned around just as Makoto got up and began changing out of her torn cloths, "So uh...after we rest up a bit, l..let's head out and try to find Sonic and the others."

"Hai...I hope they're doing okay," Makoto hoped.

"Same here...but knowing Sonic, he'll most likely be okay," Ben stated, "Um...c..can I turn around now?"

"Not yet...unless you want to see me naked, you naughty boy?" Makoto asked with a teasing smirk.

"N..no no! F..forget I asked, okay?!" Ben yelled, his face a beet red.

"Calm down, Ben-kun. I was just kidding," Makoto giggled a bit as she finished dressing herself, "Okay. Now you can turn around."

"O..okay. Anyway..we.." Ben began as he turned around before blushing heavily again, seeing Makoto wearing a repaired version of her original clothes, "..Wh...why are you...?"

"They were the only ones I had aside from my night clothes," Makoto replied before looking at herself, "I've almost forgotten how revealing these clothes are."

'Revealing is right,' Ben thought, trying his best not to look at Makoto's ample bust since the top of her outfit was giving her an underboob, 'I hope Sonic and the others are doing okay.'


"Achoo!" Sonic sneezed before blinking a bit, "That was weird."

"Someone must be talking about you Sonikku," Roll guessed as she came out of the bushes with Tsubaki, the two wearing extra set of their normal clothing since the last pair was torn up in the desert tornado.

"Maybe..." Sonic noted as he looked over at Tails, who was looking at a semi wrecked Tornado and Gale, "How're the planes holding up Tails?"

"Not so good. The engines are full of sand and the wings are heavily damaged. At this rate, I'm going to run out of parts to repair the Tornado and Gale," Tails sighed, "At best, it's going to take me the whole day for me to fix the planes."

"I see..." Sonic noted before looking at Tsubaki, who was thinking about something, "You okay, Tsubaki?"

"I am. It's just...something doesn't seem right," the crimson-red head stated, catching the others' attention.

"What do you mean, Tsubaki-san?" Roll asked.

"That tornado that pulled us in...it didn't seem natural. Almost as if something...or someone had created it," Tsubaki replied.

"...Now that I think about it, that tornado did seem unnatural," Tails noted, "It can't be Eggman because none of his machines can create a tornado that powerful, so that leaves..."

"A Zeti," Roll finished, Yacker immediately hiding in her arms the moment she mentioned the creature's name.

"If that's true, then we better hurry and find Ben and Makoto," Tsubaki stated as she looked up at the now evening sky, "It's almost night, and the desert can get to near sub-zero tempatures."

"Right...let's split into seperate groups so we can cover more ground," Sonic ordered, "Me and Roll will take one part of this place while you take another part, Tsubaki."

"Got it," Tsubaki nodded.

"I"ll stay behind so I can work on the planes. Like I said, it's going to take me the whole day to fix them,"Tails spoke.

"Okay...call us if you see anything strange," Sonic said, earning a nod from his 'little bro' as he, Roll, and Tsubaki went into the wood/jungle like area to search for their friends.


"Man this place is weird..." Ben stated as he and Makoto passed through a small path within the forest/jungle like area.

"Tell me about it. For a moment back there, I thought I saw a giant beehive," Makoto added.

"Ye-wait. Giant beehive?" Ben blinked in confusion.

"Hai," Makoto nodded before shivering, "I'd hate to run into the bees that live in their..or worst, wasp."

"Ugh. Hearing and talking about bugs reminds me of this one guy I fought as a kid. Clancy," Ben shuddered a bit.

"Clancy?" Makoto repeated.

"Yeah. He was this creepy guy who could control bugs. And I don't mean robotic bug. Actual bugs. Heck. The last time I saw him, he was litteraly a bug himself," Ben explained.

"I..I see," Makoto noted, shuddering at the thought of a monsterous, humanoid insect with an army of bugs at his call, 'Noel would be paralyzed with fear if she ever ran into this Clancy guy.'

"Yeah. Man..I can't recall how many villains I've faced in the past..." Ben recalled before frowning a bit, "Some of which I'm glad are gone.

"What do you mean?" Makoto couldn't help but ask.

"Well..let's just say they're like that Hazama guy you and Tsubaki told me about. Only...most of them weren't as insane. like Darkstar, Vilgax, Albedo, Aggregor, and..."

"And Malware?" Makoto finished, earning a semi-shocked look from Ben's face.

"How did...?"

"I overheard you mention his name back in that other zone," Makoto explained.

"..I see.." Ben noted, sighing a bit as he began to look at the evening sky, "We'd better find a place to set up camp."

"Hai. Demo..what about...?" Makoto began before Ben began to walk away from her, his hair shading his eyes.

"We'll talk about it another time," was all Ben said as he walked away.

"Ben-kun..." Makoto whispered in worry as she followed him, 'Whatever this Malware guy did, it must've really torn Ben-kun up inside. I mean..I now me and my other self heard what happened to this 'Julie' girl, but I don't know what else happened to make Ben-kun act like this...maybe I'll try asking again later tonight.'


"Stupid sand...messing up the engines," Tails muttered after he got the last of the sand out of the Tornado and Gale. He then noticed Sonic, Roll, Yacker, And Tsubaki return, "Hey guys. any luck finding Ben or Makoto?"

"Iie. We looked everywhere and couldn't find them," Roll replied with Yacker sadly nodding his head in agreement.

"Yeah..." Sonic agreed before looking up at the now night sky, "Darn. I was hoping we'd find them before it got dark, especially since their's a Zeti out there."

"Hai...Let's hope it's not Zavok again," Tsubaki said in a worried tone.

"Yeah..." Sonic nodded before his stomach began to growl, "..please tell me there's some food left."

"Sadly no. The only things that didn't get carried away in that desert tornado was the bags filled with cloths and sleeping bags, and the medical supplies."

"Darn it! I was hoping for a Chili-dog before we headed for bed," Sonic sighed.

"Ano...actually..." Roll spoke as she headed towards the Gale and took her bag out before opening one of the side pockets and pulled out two baggies with a Chili-dog each in them.

"H..how did...?" Sonic began with a gawk.

"W..well, before we left Freedom HQ, I had made some Chili-dogs to have as a small snack for later...D..demo...th...this seems a bit more important."

"...Did yo u pack anything else in there?" Tails couldn't help but ask.

"Hai," Roll nodded as she opened the pocket of her bag a bit, revealing more baggies filled with chips, fruit, and some bottles filed with water, "I always come prepared."

"Sweet. Now let's.." Sonic began.

"Hold it," Tsubaki spoke as she took the two baggies Roll was holding, "Since our food supply is short, we're going to have to rationalize it until we find more."

"..Can I just have a...?" Sonic began.

"No. You may though have only one small piece of Chili-dog and eat...it...slowly," Tsubaki stated.

"...Excuse me for a sec," Sonic said as he ran back into the jungle and screamed, "NOOOOOOOOOOOO!-!-!-!-!-!-!"


Makoto stopped walking and turned her head to the sky, "Did you hear that?"

"What?" Ben asked.

"I swear that I heard someone scream bloody murder about something," Makoto frowned as her ears went down before she adopted a quizzical look, "You think it had to do with food?"

Ben's stomach went off at that, "Please don't mention food now, Makoto..."

"..." Makoto was about to say something before her stomach went off as well, making the Squirrel Beastkin blush in embarresment.

"Come on. Let's try to find some shelter and then food," Ben sighed, "Though I could use Heatblast and..."

"Tsubaki would kill us first. Even if she isn't here," Makoto deadpanned.

"...Crud," Ben sighed before he noticed some fruit hanging from a nearby tree, "..You well enough to get those fruits out of that tree, Makoto?"

"I think so," Makoto replied before she crouched down and jumped up onto a branch with some of the fruit on it.

Ben's face lit up as he looked at his shoes. Skirt plus jumping onto a higher level than you equals pantie flash (or thong in Makoto's case). Makoto picked a few, looking over them. Each one seemed to resemble a star with a single leaf on the top. She hopped down and walked over to Ben.

"Got 'em!" Makoto grinned.

"Uh...y..yeah," Ben noted, still blushing a bit as he took one of the fruits before he started examining it a bit, 'Why does this fruit look familiar?'

"It kinda looks like a star, doesn't it?" Makoto asked.

"Yeah..it does. It looks familiar to tell ya the truth," Ben stated as he looked at the fruit further, "Just can't remember where I've seen it."

"Hmm...Oh! It kinda reminds me of this silly story Noel used to talk about," Makoto noted, "She said that there was a special fruit on every planet known as the 'Paopu Fruit' and that when two share it, they'll be 'linked' in a way." she shrugged, "But that's just a story, so not really sure if that's true or not. I mean, the last time I did myth studying, it ended up with me seeing this butler guy dancing with a mannequin back at the NOL Academy Torifune."

Ben couldn't help but sweatdrop at that last part before recalling the part about the fruit Makoto mentioned.

'Linked? What does...wait..does she mean...?' the Omnitrix wielder thought before a blush formed on his face.

"Hm?" Makoto looked over at Ben before noticing the blush, "Yeah...Noel's a hopeless romantic. It's kinda cute."

"Uh..y...yeah. W..why don't we find a place to camp for the night?" Ben asked, trying his best to change the conversation.

"Good idea!" Makoto nodded, "But first..." she took a bite of Ben's fruit, the green-wearing teen having already bitten into it himself, "There we go. Come on, let's find some shelter for the night!"

"..Y...yeah," was all Ben could say as the two left to find a place for the night, the teen trying his best to hide his heavy blush.

"Eh? Ben-kun? Are you alright?" Makoto asked, the Beastkin happen to see the heavy blush on Ben's face.

"I-I'm okay!" Ben quickly replied.

"You sure? Because you look redder than a tomato right now," Makoto said as she moved in a bit closer to him, her breast pressing against him.

"Oh! Uh...w-well..." Ben gulped before hissing a bit.

"Is you arm hurting again?" Makoto frowned.

"Yeah..." Ben replied, holding his arm in pain, "That Zavok guy really did a number on me..."

"We may need to change the bandages," Makoto frowned as she spotted a cave, "Perfect. We can stay in there for tonight."

"Right," Ben nodded before hissing in pain again.

"Just hang on until I can change those bandages," Makoto frowned in concern as the two headed for the cave.

"Right," Ben nodded.

Once they got into the cave, Ben laid against the wall carefully, making sure not to make his injury hurt.

"Honestly, we're not near Tsubaki so why can't I just go Swampfire or Wildvine and..." Ben began to ask.

"She'd know somehow and lecture us. Do you want to be lectured again?" Makoto asked with a shudder.

"...No?"

"Good. Now stay still while I take those dirty bandages off and apply the new ones," Makoto stated as she took a medical kit out from her bag.

"Yeah," Ben nodded as Makoto checked the medical kit.

'Oh shoot! No bandages!' Makoto thought before glancing over at her bag with her torn clothes in it and then at Ben, who was looking up at the ceiling, 'Well, as long as he doesn't know...'

"By the way, didn't that tornado seem..unnatural to you?" Ben asked the Beastkin.

"Yeah. It was weird. Almost like it was alive," Makoto replied as she discreetly tore a strip from her ruined shirt.

"Yeah...do you think it was a Zeti?" Ben asked.

"...Maybe. Let's hope it wasn't Zavok, though," Makoto frowned as she walked over to Ben, keeping the 'bandages' behind her back, "Now let's change those."

"Okay," Ben nodded as he held his bandaged arm up a bit so Makoto can change the bandages, the teen hissing in pain a bit after he did that.

"Now this will hurt a little since I also have to add some medicinal cream," Makoto advised.

"O...Okay," Ben nodded before hissing in pain as Makoto began to take the bandages off.

"Hmm...Well, it doesn't look as bad as it did before," Makoto noted as she took out some of the medicinal cream from the medical kit before handing Ben a stick, "Bite down on this because I don't know if you'll scream or what when I put this stuff on."

"Uh..okay," Ben replied as he took the stick and put it in his mouth. He was about to ask something before he began to hiss in pain as Makoto began to apply the medical cream.

"Yeah...Tsubaki had to get me an acorn to chomp down on when I got this medical cream on my injuries before," Makoto noted with a small smile while Ben looked at her in confusion, "For Squirrel Beastkins, raw acorns are compared to a cat with catnip. I'd...rather not say what happens during that time." her blush was all Ben needed to know.

Ben nodded in response before wincing a bit as Makoto finished applying the medical cream before she began to put the 'bandages' on his arm.

"And...done," Makoto grinned as she moved away from the bandaged arm.

"Good...that medical cream hurt like heck," Ben gave a small, dry chuckle before his stomach began to growl.

"Good thing I got a few of those star fruits," Makoto noted as she pulled another one out and gave it to Ben.

"Uh...th-thanks," Ben blushed, remembering what Makoto said about the star fruit before he took a bite out of said fruit.

"No problem!" Makoto replied.

"Y...yeah," Ben said as the two quietly ate the fruits, 'Come on Ben, say something! Maybe something about..no no. I doubt she'll be interested in that. Maybe..no. Darn it! Why is the only thing I can think of at the moment is what Makoto told me about that dang fruit?!'

"Eh? You okay, Ben?" Makoto asked as she turned her head to him, a small blush on his face.

"Uh...W-Well..." Ben stammered before Makoto pressed her forehead against his.

"Hmm...You feel a little warm," Makoto noted.

"U...uhh...a..ano..a..ano.." Ben stuttered, his face a beet red at how close Makoto was.

She moved back a bit as she tilted her head, "Maybe you're getting a cold or something."

"Uh...yeah! Y..you could say that, yes!" Ben chuckled nervously before mentally berating himself, 'Smooth move Ben. Really smooth.'

"Okay then," Makoto nodded and, before Ben could do anything, moved into his lap and curled her tail around them both while she sheepishly rubbed the back of her head, "I don't have any blankets on hand since my tail's like a big warm blanket. I normally gave all my blankets to Noel and Tsubaki back in the Academy."

"Uh..y...y..yeah," Ben stammered, his face a beet red again since Makoto's..ahem, large chest was pressing against him.

"W...we should probably go to sleep now," Makoto blushed.

"Y..yeah. G...Good night Makoto-chan," Ben replied before covering his mouth, 'Crap! Did I just say that?!'

Fortunately, Makoto had almost instantly fallen asleep just before Ben said it.

'Oh thank kami...she fell asleep..still...' Ben thought as he looked at the sleeping Beastkin, 'She's kind of cute when she's aslee...gah! Come on Ben, don't you dare go there! Especially..after what..happened to...' he couldn't finish his thought as he instantly fell asleep.


(the next day)

"..." Sonic yawned as he was the first to wake up, tht hedgehog sitting up and stretching a bit, "No the best night I ever had, but it was okay, "He then looked to see that Roll and Tsubaki were still asleep, Yacker sleeping in the hedgefox' arms, 'And they're still asleep...maybe it won't hurt if I sneak a quick bite or two.' he thought with a smirk as he snuck over to the Tornado.

"Yeah mom...be there in a minute..." a voice startled Sonic, causing the blue hedgehog to turn and see Tails working on the Gale, bags under the twin-tailed kitsune's eyes.

"..Tails? Have you seriously been up all night repairing the planes?" Sonic asked.

"Huh? Not now...the c...cat's sneaking into the c...carpet toaster," Tails replied in a very tired tone.

"...Ooooookaaaaay," Sonic sweatdropped a bit, "Um..why don't you take a nap? You..kinda deserve it after working on the planes all night."

"Huh? No no...I-I can't stop or else P-Pizza Steve will get into the litter box lasagna..." Tails mumbled before he fell to the ground, snoring as he used one of his tails as a pillow.

"Rest for now buddy...and as for me..." he began with a grin as he climbed up the Tornado to get to the passenger seat, "I'll be...NOOOOOOOOOOO!-!-!-!-!"

"Kyaa!" Roll and Tsubaki yelped as both girls were suddenly awoken by Sonic' sudden outburst.

"Wh..what's going on?-! Are we under attack?-!" Roll gasped as he looked around like crazy.

"No Roll," Tsubaki said as she looked over at Sonic, a frown on her face, "But it appears a certain, blue hedgehog tried to sneak a bite from our emergency rations."

"Oh...I see," Roll blinked before she and Tsubaki walked over to Sonic, "Sonikku, why were you trying to...?"

"I...It's gone..." Sonic whispered.

"Eh?" Roll and Tsubaki blinked in confusion.

"The Chili-Dogs..." Sonic began as he turned his head to them, the hedgehog crying anime tears, "They're all gone."

"Nani?!" Roll gasped as she and Tsubaki looked over Sonic's shoulder before her eyes widened, "He's right..the Chili-dogs, along with the rest of our food, is gone!"

"I..Impossible. H...how could all our food disappear so suddenly?!" Tsubaki gawked.

"I..I don't know. Maybe it was one of the local wild..." Roll began before she noticed a panicking Yacker point at something on the other side of the Tornado, "Eh? Yacker-chan, what's wrong?"

"GEAG %!R)MJ! ZETI!" Yacker exclaimed before rushing behind Roll.

Roll, Sonic, and Tsubaki's eyes widened at that as they looked over the Tornado to see a pair of large foot prints with what looked like the remains, if you call very tiny crumbs remains, of their food.

"Crud...there really is a Zeti here..." Sonic noted as he turned to Tsubaki, "Tsubaki, you look after Tails and Yacker while me and Roll head out search for Ben and Makoto."

"Hai," Tsubaki nodded as she turned to Roll, "I'll take care of Yacker while you and Sonic are looking for Ben and Makoto."

"Arigatou, Tsubaki-chan," Roll nodded as Yacker flew over to Tsubaki and hid in her hair.

"You ready Roll?" Sonic asked the hedgefox, the blue hedgehog thinking in an angry tone, 'When I catch that Zeti, I'm kicking his ass for eating my Chili-dogs!'

"Of course. That Zeti's going to pay for eating those Chili-Dogs and scaring Yacker-chan," Roll replied as she cracked her knuckles.

"Good," Sonic nodded as he and Roll ran out of there.

"Good luck!" Tsubaki waved before looking over at Tails, "Now what to do with you...Really, staying up all night?"

"Ugubuh...tad ho..repale prains," Tails mumbled in his sleep. making Tsubaki sweatdrop.

"Honestly..." Tsubaki shook her head.


"...Man," Ben yawned as he began to wake up, "Not the best sleep I had..but I guess it's better than nothing out here, right Ma...Makoto?" he blinked when he noticed that Makoto wasn't around, 'Where'd she go?'

"Morning!" Ben yelped as he turned to see Makoto enter with a large leaf filled with the star-shaped fruit, "I got us something to eat."

"I...I see," Ben noted as Makoto placed the leaf down and sat next to him.

"So..how's the arm doing?" Makoto asked, grabbing two star fruits from the leaf and placed one in Ben's good arm.

"A bit better," Ben replied, "But I do want to..."

"I don't want to die because of Tsubaki scolding us with a lecture," Makoto interrupted, making Ben slump before his face went bright red, "What?"

"Wh-What are you wearing?"

"Hm?" Makoto looked down at her grass skirt and leaf bra, "Well, I decided to wash the only clothes I have intact still. I needed to wear something," she smirked a little as she moved to one of the vines holding her improvised bra onto her figure, "Or would you like me to go without it, Ben-kun?"

"N-no no! I..It's okay! Y..you look cute in it actually!" Ben yelped before putting his hands over his mouth, 'CRAP! Did I just say that out loud?!'

"Oh?" Makoto giggled, trying to hide her blush, "Then maybe I should wear this the rest of the time we're here, hm?"

"Uh...y..yeah" Ben chuckled nervously, trying to hide his heavy blush, 'Sheesh..Why am I so nervous around Makoto-chan lately?...Wait. Did I just call her Makoto-chan again?! C..come on Ben! G...get yourself together...even though Makoto looks hot and cute in that...ACK!'

"You sure you're feeling okay?" Makoto asked before she pressed her forehead against Ben's, "You're kinda hot at the moment."

"A...Ano...h...hai?" Ben repleid in a squeaky voice, his blush increasing on how close Makoto was, 'Hai?! That's all you have to say?! Smooth move Be..ack! c..calm down Ben...calm down.'

"Hmm...Maybe you should lie down," Makoto frowned, "You may have caught something while we were going through that jungle."

"Uh...y..yeah. G-good idea," Ben replied with a small stutter, the blush still on his face.

Makoto nodded as Ben laid down.

"Did you happen to see Sonic and the others out there by any chance?" Ben asked, teh blush fading a bit.

"No," Makoto replied, "I did notice a desert, though. We're actually a kilometer or two west of there."

"How do you know that?" Ben asked.

"I walked that way by mistake," Makoto sheepishly replied.

Ben sweatdropped at that a bit. He was about to say something else before the area shook, causing Makoto to loose her balance as she fell right on top of Ben.

"Ow. I think I hurt my tail..." Makoto muttered before gasping out with a blush, "B-Ben~!"

Ben could not reply. This was due to a certain part of her anatomy covering his mouth and cutting his oxygen off.

"G..Gomen nassai!" Makoto yelped as she got off him real quick, a heavy blush on her face, "I..I didn't mean to do that! Honest!"

"..." Ben mumbled incoherently, his entire face a beet.

It was then an aftershock occurred, causing Makoto to fall over once more, ending with Ben's head between her bosom.

"..G..Gomen nassai again, Ben-kun!" Makoto yelped as she got off him again before another aftershock occurred, the Squirrel Beastkin grabbing the cave wall in time so she wouldn't fall, "Okay seriously...what's causing all those mini-earthquakes?!"

Ben could only stammer and try to make words. With all the blood in his face, he was feeling a bit faint.

"You stay here and I'll go check it out," Makoto informed Ben before she looked out to see a large shadowed figure as it was moving along towards the star fruit tree, "...Talk about your big guys."

"Mmm...that food I found this morning was good...but I'm still hungry!" the figure whined as he stepped into the light, revealing that it was Zommom.

'Crap..Zeti,' Makoto thought with a gulp, the Beastkin watching as Zommom looked up at the star fruit tree.

The Squirrel Beastkin readied her tonfa for anything to happen. She sweatdropped when she saw Zommom reach up to pull a branch off and began to eat the fruit off it.

"Ooh! This is yummy!" Zommom beamed.

'...Ooookaaaay. Maybe this guy isn't as tough as I thought,' Makoto thought before she noticed Zommom smell the air.

"I smell something...tasty," Zommom drooled as he turned to the cave Makoto and Ben were in, "It's coming from over there. I hope it's a sandwich, or better yet, a Wisp or roasted Squirrel."

Makoto paled a little at that last bit. Zommom began to approach as Makoto readied her tonfa. No way was she gonna get eaten!

Is everything okay, Makoto?" Ben asked.

"No...Ben...When I give the word, we make a run for it," Makoto whispered to Ben as Zommom was closer to the cave entrance.

"Oh, it smells nice!" Zommom beamed, "Definitely a squirrel."

"...Hold on. Maybe I can..." Ben began.

"No Ben..in the condition you're in, you're no match for this Zeti," Makoto told him in a firm tone before she noticed Zommom's hand reach towards her.

"Yummy yummy Squirrel,' Zommom drooled.

"...Okay screw it. NOW!" Makoto yelled as she punched Zommom's hand.

"Ow!" Zommom yelped as he pulled his hand back to see the finger was swollen a bit and red. He put his finger into his mouth to suck on it to try to get rid of the pain, not noticing the two dashed out.

"What's the plan, Makoto?" Ben asked as the two ran.

"Simple. We find Sonic, Roll, Tsubaki, and Tails, and we get the hell out of this jungle!" Makoto yelled just as Zommom finally noticed them running away.

"Hey! Get back here!" Zommom roared as he chased after them, a bit of drool dripping from his lips since he was hungry for Squirrel at the moment.

"Run faster!" Makoto screamed.

"Right!" Ben replied as the two ran faster to get away from the hungry/angered Zeti.

"Come on, slow down!" Zommom yelled as he started to get a bit tired.

"Like hell we will!" both Ben and Makoto screamed as they ran further away until the fat Zeti could no longer see them.

"D...darn. I lost them~!" Zommom whined a bit before he turned to a nearby banana tree, "Need...energy..." he grabbed the whole tree, tore the top off and three the bottom part away, and ate all the bananas that were on the top in one bite. He then threw the top away before letting out a loud belch, "There we go! Now for tasty squirrel meat!" he roared as he resumed the chase.


"Eh?" Roll blinked, her ear twitching a bit as she looked at Sonic, "Did you hear that?"

"Not really," Sonic replied, "I don't have as sensitive hearing like you, Tails, and Haseo do."

"I see...demo...I..." Roll began before she heard faint screaming, which began to get a little louder, "..That sounds like Ben-san and Makoto-chan."

"Which way? Still can't hear anything like you can," Sonic noted before his ears twitched, "Okay, now they're in hearing range."

"Hai. Demo...what do you think they're screa..." Roll began before the still fleeing Ben and Makoto crashed into her and Sonic, resulting in a small pile up.

"...We have got to stop meeting like this..." Sonic's muffled voice came from the bottom of the pile-up, Ben ending up on the top with Roll and Makoto in the middle.

"Sorry man..." Ben apologized as he got off the pile, letting Roll and Makoto get up as well, "But we need to hurry out of here..now."

"What for?" Sonic asked.

"Get back here, squirrel!"

"That's why!" Makoto barked.

"Huh?" Sonic blinked before he looked over his shoulder before paling a bit, seeing that large form of Zommom charging towards them, "Holy crap in a Pita!"

"Run!" Makoto screamed.

"You dont' have to tell me twice!" Sonic yelped as the group ran for it.

"Get back here! I'm hungry for Squirrel!" Zommom as he cased after teh group before he noticed Roll, "...ooh! A Fox! I haven't had one of those in a long time!"

"Ulp...!" Roll shivered, 'Okay...I'm starting to think that this is what Yacker-kun feels around them now...'

"Now would be a good time to turn into something, Ben!" Sonic yelled.

"I would! But I still can't use my arm!" Ben yelled back, motioning to her bandaged arm.

"That, and we're afraid of Tsubaki giving another lecture!" Makoto added.

"If we weren't running for our lives, I would fall flat on my face at that!" Sonic shouted before Roll zipped right past them.

"I'm not food!" Roll screamed.

"Hey~! Slow down! I'm really hungry and I want squirrel and fox!" Zommom whined as he continued to chase them, hungry and drooling.

"...Screw Tsubaki's Scolding!" Makoto screamed as she began to try to mess with the Omnitrix, unintentionally picking up Ben as f she were the groom and he was the bride, "Come on! Come on! Turn on, already!"

'If I remember this later, laugh like hell,' Sonic thought as he looked at the sight.

"Wait, Makoto! I dont' think it's a good id..." Ben began before Makoto(in her panicked state)picked an alien and slammed down on the Omnitrix.

Makoto blinked twice. She had Ben one moment, and now she didn't. Skidding to a halt, she turned and gasped. Floating before her was a ghost. The form was pale with black 'cracks' going all over its ghastly form. Moving about the cracks was a lone violet eye, the Omnitrix emblem inside a 'fold.' The hands had three fingers and a thumb while its lower half was merely a tail of the material its body was made of. Green cuffs were connected to the 'neck,' the wrists, and 'waist' of the form, black chains connecting them all. The new alien moved its arm and gave a slow, raspy chuckle.

"For once, I'm glad to use Ghostfreak," the alien ghost rasped out in his chuckle, making Zommom stop.

"Huh? Who are you?" Zommom asked.

"To quote quite a few comics and cartoons; your worst nightmare," Ghostfreak replied, "Now you see me..." he faded away, his voice echoing all over, "Now you don't."

"Huh? Hey! Where'd he go?" Zommom blinked as he looked around for the strange, ghost creature, 'And I wonder if ghost taste good?'

"Threaten my friends, will you?" the voice echoed before Ghostfreak appeared mere inches before Zommom's face, "Peek a boo."

The Zeti screamed as he hopped back a bit. Ghostfreak faded away once more before the Zeti's face paled. Zommom suddenly released a girlish scream as he held his caboose. Ghostfreak gave a dry, slow, raspy chuckle as he lowered his left hand, the 'skin' peeled off to expose a set of large, menacing, onyx claws that were quickly covered before the sunlight could touch them.

"W-Whoa..." Sonic awed nearby before he noticed Roll trembling, "Huh?"

"I...I'm scared..." the Hedgefox whispered, "That alien...s...such darkness..."

'Huh? Darkness?' Sonic thought as he looked at the trembling Roll. He then looked over at Ghostfreak before he dissapeared again, 'Just what the heck kind of Alien did Ben turn into?'

"Wh...where'd you go?! C..come out and f...face me! p..please?" Zommom gulped, the fat Zeti starting to become more afraid than hungry.

"You know what scares me?" Ghostfreak's voice asked before he appeared before Zommom and delivered a right hook across the fat one's face before vanishing again, "My friends being considered meals!" Zommom was slammed into the ground from a left jab to the back of his head before Ghostfreak floated around to crouch down low to Zommom's face, "Want to see something really scary?"

Keeping his back to the others, Ghostfreak's cuffs opened as his chains shattered. He reached into the folds of his torso as Zommom carefully and fearfully rose. Ghostfreak proceeded to open his skin as if it were a coat in the center of his body. The three could barely make out a series of black and white stripped tentacles. Zommom, though...

"Yaaaaaaaaaaaaaaaaaaah!-!-!-!" Zommom screamed as his face turned whiter than a blank sheet, "A...An Ectonurite?!" he turned and ran off, "Zavooooooook!-!-!-! It's an Ectonurite!-!-!-! Waaaaaaaaaaaaaaaaaaaah!-!-!-!-! Mommy!"

"...Well..." Ghostfreak noted as his chains and cuffs reformed once he hid the tentacles under his 'skin' once more, "That was a surprise."

"...Uh...what just happened?!" Sonic asked while gawking a bit just as Ghostfreak turned back into Ben.

"Ben-san...P-Please don't use that form again around me, please?" Roll shivered.

"S...sorry Roll. And to tell ya the truth..." Ben began before shivering, "I hate using that form."

"Why?" Sonic couldn't help but ask.

"Don't ask. Just...don't," Ben answered.

"...Okay...Sorry man," Sonic apologized.

"I...it's cool," Ben replied as he calmed down, "Anyway...let's get out of here before that Zeti comes back."

"Hai. But before we forget..." Makoto began as she turned towards Roll, "There's some stuff of mine back at this cave me and Ben-kun were staying in. Mind helping me get them, Roll-chan?"

"O...okay," Roll replied as she began to calm down, the hedgefox turning to face Sonic, "We'll meet you back at the planes, Sonikku."

"Right," Sonic nodded as the girls left. He ten looked at Ben, "So...how's the arm holding up?"

"Feeling a bit better after transforming into Ghostfreak," Ben answered, rubbing his arm a bit, "Though...I'm a bit afraid of what Tsubaki'll do to me when she finds out I used the Omnitrix."

"Dude, it was an emergency...one that involved a Zeti trying to eat Makoto and Roll," Sonic pointed out.

"...Good point."

"Eeyup. Anyway...let's head back to Tails and Tsubaki," Sonic suggested.

"Right," Ben nodded as he and Sonic left in the opposet direction the girls left in.

"BTW...you were alone with Makoto last night, right?" Sonic asked, giving a small teasing grin.

"...Y...yeah. We were," Ben nodded as a blush formed on his face.

"...Did you two make out?"

"Dude!"

"What? It's an honest question!"


"...where the heck is that blasted idiot?" Eggman growled as he waited for Zommom's return.

"The idiot most likely got distracted by his stomach...again," Zazz scoffed.

"...If that's the case, I'm going to..." Eggman began.

"AAAAAAAAHHHHHH!-!-!-!-!-!" Zommom screamed as he came running in and hid behind one of the consoles.

"Finally you're back! Did you get rid of that hedgehog like I asked?" Eggman demanded the fat and currently scared Zeti.

"...N...no," Zommom replied with a gulp.

"No?1 Wh...let me guess. You got beaten by that boy with the watch, didn't you?" Eggman frowned.

"Y..yeah...he...he turned into an...an...Ectonurite!" Zommom screamed as he went into a fetal position and started sucking on his thumb.

"..An Ectowhat?"

"An Ectonurite...ghost-like aliens that thrive in the darkness," a voice replied as Zavok walked in from the shadows, Lien-Da following behind him, "And trust me when I say this, they are not the kind to be taken lightly."

"...Whatever...that boy's still not a threat to me, even if he has something like that," Eggman scoffed as he turned to Lien-Da, "Did you get all your Dark Egg Legionnairs here, along with Mecha-Sally?"

"Yes sir," Lien-Da nodded.

"Good. I'll need all the troops I need if I'm going to destroy that hedgehog," Eggman grinned before frowning, "And dont even think about bringing that boy up, otherwise you can kiss your position good-bye, got it?"

"...yes sir," Lien-Da replied through gritted teeth.

"Good. Now if you'll excuse me, I need to check on the progress of my machine," Eggman stated as he left.

"...How long until we start that plan?" Lien-Da whispered to Zavok once Eggman was out of listening range.

"The moment that fat idiot loses that shell, we strike," the red Zeti answered.

"...Good," Lien-Da grinned darkly as she looked at the direction Eggman left in, 'You've ignored my warnings for far too long, Eggman. So now let's see what happens when your own troops turn against you.'


Seanzilla115: Well...things are starting getting interesting. Just what do Zavok and Lien-Da have planned for Eggman? Guess we'll find out in the next chapter of Azure Rebellion. So until next time minna, this is Seanzilla115, signing off. Ja ne, and good night.*poofs out of there in a puff of smoke*

P.S: Apologies, but there's no Omake this chapter. Don't worry, it'll appear next chapter.

P.S.S: I'm SOOOOOOO sorry for not updating this story for so long.