Hiya! I'm back from the Underworld, here with another chapter for you wonderful readers to read!

Some matters to address. First, I'm not sure if I've mentioned this before or not, but every alien that Ben has transformed (hybrids no included) will appear in this story. If any new transformations pop up before this story is over, they will be included as well. Second, concerning genies, there is technically nothing that says genies can't bring back the dead (unless you count The Genie from Aladdin. Always liked that guy). Third, all loose ends will be tied up before the end of the story, everything from Robecca's gear to how Ben and the ghouls might see each other again.

If any of you are a decent artist (or an amazing artist. I really don't care) see if you can put your skills to use and draw a picture or two for this story! Maybe I'm an art lover, maybe I'm a glory hound, but I would love to see some drawings for this story.

Begging and pleading, comment, review, suggest, and request below! And please refrain from asking me to write other stories as I will not get to them any time soon, if at all.

WARNING! There is a semi-lemon in here. Since so many people asked, I thought I might as well write something like this. This is however, as far as I will go. I have nothing against lemons, but I want to attempt to keep this story friendly towards all ages (you never know who's online these days).

Now, onwards with the continuing saga of We're All Monsters!

Jane bit her lip and hurried as fast as she could crawl through the base's labyrinth of air ducts and ventilation shafts. Like any animal that found themselves in a new environment, she resorted to sticking with what she was familiar with: staying hidden.

It wasn't that she was afraid or uncomfortable with anyone in the base. It was just that so much had changed since she had seen them and they all seemed . . . different somehow. She had spied on Clawdeen and Toralei and had heard Ben complain about how they had treated him. Toralei, she had expected the behavior with, but Clawdeen had been a total shocker to her. Twyla was a confident leader to all those around her, if not a bit soft around Ben and the other ghouls. Only Clawd had pretty much stayed the same, but he had mostly been fanging out with Draculaura, making up for lost time. At least that's what she hoped they were doing; the room had been too dark to see in.

At this, Jane turned red, but quickly pushed the thought as she continued to make her rounds in the duct work. She needed more information about her new surroundings before she attempted to come out of the shadows. At least Ben hadn't changed.

She sighed and smiled at the thought of him. He really had helped her ease out of her shell more easily. The ghouls had tried and succeeded a little in getting her to come out, but they were a bit too forceful and eager to be around her for her tastes at the moment. Ben on the other hand, gave her the space she needed and only fanged out with her when he thought she was comfortable with it. And even then, it was doing things she found interesting: gargoyle watching, racing in the catacomb tunnels (Ben had liked that one), feeding the kraken (Ben hadn't liked that one so much).

As if summoned by a magic spell, she heard his panicked cries coming from a nearby vent opening and hurried to see what the problem was. She pressed her face to the vent, nearly jumping back and screaming and a brightly colored blur rushed by her, a white and somewhat duller colored blur following right behind it, yelling incoherent things as the multicolored thing screamed in fear. Using her knowledge of the air ducts, Jane followed the mad chase, taking every short cut she knew about to catch witht eh chase to find it was Ben as a Segmentasapien with Frankie, Venus, Robecca, and an unconscious Gigi on his back. He was being pursued by an enraged Dr. Viktor, who seemed just about ready to kill Bloxx for something or other. Not one to let her only male friend get beaten to death by a living corpse, Jane rushed through the air ducts, crawling like a lizard to get ahead of the mad chase. She quickly found such an opportunity and lay in wait.

She didn't have to wait long.

"AAAAAAAHHHHHHHHHHH! Crazy Dad after me!" Bloxx screamed at the top of his lungs. Despite the situation, the ghouls couldn't help but snicker at the sound of his panicked voice.

"What are you laughing at!? If I go down, we all go down!" Bloxx shot back.

"He has a point you know." Skurd sighed.

"Can it you-AHH!" Bloxx yelped as a violet colored hand grabbed hold of one of his tiny legs and pulled him back, with some effort, into a large, open vent. Bloxx and the ghouls were thrown into the darkness, their unknown savior quickly grabbing the grate covering and pulling it back in place, just before Dr. Viktor ran past, yelling about strangling Ben and ripping his Omnitrix from his wrist. The six of them stayed silent for a moment before the Omnitrix timed out, changing Bloxx back into Ben with all the ghouls on top of him.

"Do you mind?" Ben asked politely. The ghouls quickly got off and Ben pulled himself up as Frankie propped up Gigi against one of the ventilation walls. "Thanks for the save, Jane." Ben breathed.

"Jane? I haven't seen you for a while," Frankie mumbled. "Have you been spying again?"

"Can't be helped, Frankie," Jane admitted sadly. "I'm not comfortable without information. Why else do you think I stayed hidden in the walls of Monster High for so long? Now, if you would be so kind as to tell me what is going on?" she asked politely. Ben then quickly filled in Jane on what had happened ever since he came back from the mission, everything from Venus and Robecca to Frankie's rude awakening.

"Wow," was all Jane had to say. "First off, congrats on settling the matter, Venus and Robecca." The two ghouls smiled and held hands tightly as Jane continued. "Two, Mr. Stein sure sounds ticked."

"Yeah, probably wasn't the best idea I had." Ben admitted sheepishly.

"Your honesty never ceases to amaze me." Skurd said sarcastically.

"Shut it, Snot Rag." Ben immediately said. "Honestly, can you ever keep your trap shut for just five minutes?"

"Not really. It's a curse." Skurd sighed.

Ben rolled his eyes before crawling to the vent opening and looking left and right. He breathed a sigh of relief upon finding the coast clear and rammed his shoulder into the vent, popping it loose and tumbling out into open air. Jane and the rest of the ghouls followed, Frankie dragging Gigi out of the duct work and Robecca fusing it back in place with help from her blow torch finger, an upgrade Ghoulia had given her while repairing her.

"I gotta get you and Gigi back to the med bay before your Dad comes for another round," Ben told quickly accessed the Omnitrix and slapped the activation button without looking, Skurd giving him a warning look that he ignored. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"Blitzwolfer? I was hoping for XLR8," the Loboan grumbled as he easily heaved Frankie and Gigi's combined weight onto his back. Blitzwolfer growled and ran off, running on all fours and rounding a tight corner on his way back to the med bay. Awkward silence filled the hallway for what seemed hours on end before anyone spoke.

"So . . . you and Robecca?" Jane said quietly.

Venus nodded. "Yep. We've official been a couple for roughly an hour. But who's counting?" Venus joked awkwardly.

"And both of you and Ben?"

"Roughly several months without all this time travel trouble," Robecca said. Her sensors, no matter how primitive they might be, still caught on to Jane's nervous stature. She knew it wasn't the usual nervousness that usually plagued the jungle girl, but it always seemed to pop up whenever they talked about Ben. She had known about the topic for a while, but she knew how fragile the jungle girl was; one slip, and she would be gone faster than a cheetah strapped to the back of a Kinceleran.

"Venus, luv? Can you give me and Jane a minute?" Robecca asked. "I need to ask her something." Venus cocked an eyebrow, but the expression on her ghoulfriend's face said it all and the plant monster turned to walk to the Green House, a smile on her face and a hunger for some fresh water and sunlight in her . . . whatever it was plants had for stomachs.


Jane stumbled and regained her footing as Robecca closed the dorm room behind her, enclosing the ghoul's in darkness before the lights automatically came on, detecting movement. Once sure the dorm was empty, Robecca sat down on a bottom bunk and patted the seat beside her for Jane to join her. The jungle girl nervously complied and sat a fair distance away from Robecca, almost expecting her to hurt her somehow.

"Jane, is there something you want to tell me?" Robecca asked her quietly.

Jane bit her lip. Robecca looked at her expectantly, though not not forcefully, as if telling her "Go ahead and take your time. Whatever you say, I won't judge you in any manner". Jane sucked in a breath and lay back against the wall of the bunk, decided to come clean for once; if she kept her secret any longer, she felt she like she was going to explode.

"Is it about Ben?" Robecca guessed.

"Is it that obvious?" Jane asked, her voice filled with shame as she bowed her head. Robecca smiled and scooted closer to her, putting a hand under a chin and pulling her head up so it was eye level wit her. "Luv, it's kind of obvious for someone like me; my sensors never fail me. You've liked him ever since you met him." Jan sadly bobbed her head.

"Then why are you acting like you have no chance with him?"

"Because he's already got so many ghoulfriends," Jane said sadly. "An alpha male selects which females he wants in his harem. He hasn't chosen me." she practically recited. Robecca was little put off by the wording, but then again, it was how Jane dealt with brand new situations: compare them to those she had come across with her time in the jungle with the animals.

"The only reason he hasn't picked ya, luv, is because you're you," Robecca explained. "Your constant shyness and hiding and running away makes him think that you only like him as a friend."

"So . . . I should stop running?" Jane asked.

"Exactly. And trust me, Ben won't care what ya look like or what happened in your past. He'll like you for you." Robecca reassured her.

"If you say so," said Jane, feeling only a little better than before.

"What's wrong now?" Robecca asked.

"I'm afraid I won't please him," Jane whimpered. "I'm not exactly . . ." she trailed off, gesturing to Robecca's bust and ass absentmindedly. Robecca turned red for a moment but pushed it aside. "Ben won't care whether you got it or not." she reassured her. "I mean, look at Skelita. Ben's dating her, and she doesn't got anything."

Jane smiled and hugged Robecca, feeling much better. There was one small thing that was bugging her though, a little issue that dug at the back of her mind like some kind of parasite. "There's just one thing that's still bothering me."

"What is that?" Robecca asked.

"I'm not a very good kisser." Jane said sadly.

Robecca smiled as an idea came to mind. "Do you want to practice on me?" she offered.

Jane jerked like a rocket, completely shocked by the question. "What?"

"Why not practice on me?" Robecca repeated. "I've already kissed Ben and Venus. It's not like I haven't done it before."

Jane shifted uncomfortably. "Um, I'm not sure if, uh, I can." she said.

"How do you know if you haven't tried? Nobody will think any different of you."

Jane bit her lip and thought it over. She really felt that Ben was the one for her, and she wanted to do anything to impress him and secure her feelings for him. If that meant she had to practice on a girl to make sure she was good enough for Ben, so be it.

"O-okay." Jane stuttered. Robecca smiled and gave a "what are you waiting for" look. Jane sighed and leaned forward, planting a feather of a kiss on Robecca's metal lips. The jungle girl nearly shrieked with surprise and nearly pulled away when Robecca deepened the kiss further, engulfing her lips and throwing her arms around Jane's waist, pulling her in close. Jane wanted to run away, to scoot away from the semi-uncomfortable situation, but she found she couldn't. It was too enjoyable.

Jane was enjoying the kiss all too much, more than she thought she should have, but she found she liked it. She copied Robecca's movements, wrapping her own arms around the robot's waist and holding close as well, moaning softly as she felt Robecca's soft tongue run over her lips. She moaned again and nearly shrieked again when she felt Robecca's tongue jab between her soft lips and into her mouth, battling with own tongue and running gently over her teeth. It felt good. Jane moaned again and felt Robecca's fingers dance up and down her spine, making a tingling sensation that ran throughout her body. Jan nearly collapsed from stimulation, instead opting to fall onto her back, Robecca following with her and lying on top as they finally released their hold on each other for Jane's sake.

"Um . . . was t-that good?" Jane stammered, her face flushing a dark purple at the situation they were currently in.

"Very," Robecca purred. "I can make it better though."

"H-how?"

"Like this." was all Robecca would say before Jane felt a wonderful sensation. She felt Robecca trace her tongue over collarbone, making light swirls at either end. She gently ran her tongue up Jane's neck, the jungle girl breathing heavily and moan softly as Robecca finally kissed her again. It was a sweet kiss, so gentle and forceful at the same time. This time, Jane took over, Robecca letting the jungle girl explore her mouth with her tongue as they soul kissed. Their mouths otherwise occupied, Robecca took her hands out from under Jane's back and began to gently run them up and down her arms, keeping Jane's arms on her back as she pleasured her. Robecca felt a moan escape her lips, causing Jane to deepen the kiss even further if that was possible.

Jane suddenly jolted when she felt Robecca's finger absentmindedly brushed past her breast. The jungle girl was gasping from the sudden touch, having never felt such pleasure. "Surprised?" Robecca asked with a sexy smile.

"Definitely." Jane sighed.

"Do you want to feel it again?"

"M-m-maybe." Jane admitted. Robecca smirked and gently groped Jane's right breast, the girl gasping and jolting before slowly relaxing as Robecca ran her fingers over her bust and collarbone. Jane moaned once more and felt Robecca's lips touch hers again. This time, the jungle girl took over, dancing her fingers along Robecca's spine (or whatever she had) and kissing her lightly on her neck and collar bone, tracing her way up to her lips once more and sliding her tongue in like a snake. She darted her tongue in and out, sampling the taste of Robecca's lips; they tasted like ginger tea with a hint of motor oil, a taste Jane found surprising delicious. That didn't mean she ready to guzzle down a gallon of gas every morning, but she made a mental note to give ginger tea a try sometime. If it tasted as good as it did on Robecca's lips, then she had to make a point to have tea with the Copper Beauty more often.

Robecca let Jane explore and experiment with her, having already been dominant enough. She only wanted to continue to pleasure the poor girl and make her more happy than she had ever been. And she had to admit, she was starting to seriously crush on her right now; she was incredibly adorable and beyond cute, right up there with Venus even. Robecca smiled and traced her fingers lightly over Jane's breast, sliding them between her breast for a brief moment before yanking it back out; Jane pulsed and moaned once more, begging for her to continue. Robecca smiled once more and and did it again before pulling Jane back up into a sitting position and pulling her onto her lab. Jane sensed the time was ebbing away and decided to just go for it, and idea that had been itching in the back of her mind that she wanted to try out before Robecca pulled away and Jane's face was subjected to the stale air again.

She mentally egged herself on, slowly, ever so slowly tracing her hand down Robecca's back and hip, so slowly that the Copper Beauty noticed. It wasn't until Jane was dancing her fingers over Robecca's thigh did she realize what was going on; Jane decided to just go for it. Faster than a viper strike, she jammed her fingers beneath Robecca's skirt and tickled them against her lips. Robecca gasped and jolted backwards, effectively throwing Jane onto the floor. "Too forward?" Jane whimpered from the floor, getting ready to hide and run away.

Robecca didn't answer right away, the entire bunk enveloped in a thick cloud steam; Jane feared the worst and slowly began to crawl to the nearest air vent, ready to run at a moments notice. Just when it seemed she had no choice but to run away and hide some place no one could ever find her (with the possible exception of Ben. She had been meaning to test out his Vulpimancer form's sense of smell but never got around to it), Robecca leaped out of the smoke screen like a wild cat, aiming right for Jane. She yelped and attempted to run, but Robecca tackled her to the ground, and Jane feared the worse. That is, until Robecca smashed her lips to hers and kept them there for an indefinite amount of time.

"I love you," Robecca sighed, finally taking her lips away from Jane's and snuggling her head into the crook of Jane's neck. The jungle girl was stunned, her mind reeling at what had just happened. She was only guided by instinct when her hands looped around Robecca's back and held her close, her fingers interlocking with her long, black and blue hair. The robot sighed heavenly and actually seemed to purr at the contact, making Jane want to continue it even more. This went on for a few more minutes before Jane was able to even form four words.

"I love you too." she sighed, not even realizing how tired she had become. All that kissing practice had really worn her out. Pulling Robecca closer, Jane closed her eyes, and the two simply dozed off on the floor of the dorm, not caring who might walk in on them.


"What did you want to show me again?" Ben asked as Venus led him down a hallway. He had just spent the last half hour or so running like mad after returning Frankie and Gigi back to the med bay. Mrs. Stein had been very understanding for someone who only recently was reunited with her daughter and then torn away from her, albeit for a brief amount of time. Mr. Stein however, had not been so understanding and had gone into what Frankie had dubbed "Angry Mob Mode".

Thus, Ben had spent the last half hour running from Mr. Stein, constantly changing form (and getting several unpleasant surprises) while the lumbering cadaver kept shouting "Tennyson BAD!" all the while. It took the combined strength of Humungousaur, Jinafire, and Twyla to restrain him and get him to calm down enough for Twyla to talk some sense into him. After such a hectic time, Ben really needed a happy note, so to speak.

So when Venus came up to him, clearly ecstatic about something, he was more than happy to go with her, even if he was practically being dragged down the hallway. They finally stopped at the dorm to girls dorms, and this was where Ben paused, waiting for an answer.

"You remember Jane, right?" Venus asked.

"Um, yeah. She rescued me from Frankie's Dad about an hour ago. You were there, right?" he semi-joked, confused at Venus's seeming amnesia. Venus rolled her eyes and took his hand again.

"What if I told you she had a crush on you?" Venus added.

Ben paused. "Are you sure? She always seems so . . . scared. I don't want to make her uncomfortable or anything." At this, Venus's smile only broadened as she typed in the code on the keypad to the dorm that Twyla had given her. "Relax. Robecca's been talking to her." she reassured him as the doors hissed open. The scene that met them was both cute and rather awkward.

Lying on the floor of the dorm in each others embrace were Jane and Robecca, the Copper Beauty lying on top of the jungle girl and resting her head under Jane's chin. Both of them seemed to be holding each other rather tightly, both of their faces a light shade of red. Venus stared at the sight, not quite expecting it, but pushed it aside; it seemed her ghoulfriend had managed to round up another one. She smiled at the thought and walked into the room without a word, bending down to wake the two ghouls up.

"Wakey, wakey!" Venus said quietly. The ghouls stirred and Robecca sat up, yawning and stretching her bolts as Jane blinked open her eyes. She smiled warmly at Robecca and turned red upon seeing Venus's face above her own, only a few inches away; it would be a piece of cake to simply move her head up and kiss her right on the fangs, but that wasn't her main concern right now. She just noticed that Ben was standing at the door, looking at her underneath Robecca. Her first instinct was to run and hide away, and she almost did. She bolted straight up and ran towards the nearest air vent cover, pulling it off and nearly climbing in before Venus and Robecca tackled her to the ground and pinned her there, attacking very much like a pair of lionesses about to kill and eat a gazelle.

Jane glanced between their wildly, her pulse racing and her her heart pounding as her breathing rate increased. She was out of her comfort zone! She needed to run! She needed to hide! Run! Hide! Run! Hide! Run! Hide! RUN!

She didn't know what happened after that. All she felt was a slight tweak of pain before she felt something new. It felt like raw power and strength, ready to be used at will. She felt like she could do anything she wanted and nothing could stop her. But mostly, she felt fast. She felt like she could run forever as fast she could and never be caught. And that's exactly what she did.

With a sudden surge of strength, she pushed Venus and Robecca off of her and ran as fast she could out of the dorms, racing past Ben and down the hallway as fast as she could. Her feet pushed off against the floor with ease, her claws digging into the floor and twisting her tail to whip around the corners.

Wait a minute. I don't have claws or a tail, she thought. In fact, why am I running on all fours anyway?

She skidded to a stop and quickly looked herself over, nearly fainting at what she saw. She was no longer a monster, no longer a violet skinned girl dressed in jungle garb and carrying a walking stick. She was now a sleek, muscled cheetah, complete with yellow fur dotted with black spots, razor sharp claws designed for running, a long tail for balance and tight turns, a mouth of sharp teeth. What's happening to me!?

Jane didn't have time to wonder. She could hear Ben and the ghouls running down the hall after her. They wanted to catch her! They wanted to kill her and eat her! She couldn't let that happen! She had run! She had to hide! Run! Hide! Run! Hide! Run! Hide! RUN! Jane felt another tweak of pain and took off as fast as she could go, flapping her wings. Taking a brief moment to glance at herself, she found she was a black and white falcon, flying as fast as her wings could carry her. She pumped her wings faster, shooting down a hallway and hanging a left to the Mess Hall. She distantly heard the familiar activation of the Omnitrix from afar, and could only hope it had given Ben a wrong transformation. The doors to the Mess Hall thankfully zipped open for her as she approached and she flew through them, landing on a table to catch her breath.

What was happening to her? Could she always do this and she just didn't now? Jane mindlessly preened her feathers with her sharp, hooked beak. She was safe for the moment, away from the strife that would be caused by the scene Ben and Venus had walked in on.

Ben. Oh, he must be disgusted by me now,she mentally sighed. He could never like anyone like her, even if they now shared the shape-shifting ability. He was probably revolted by her behavior, how she had easily fell in love with one of his ghouls without his permission. And the thing was, she enjoyed the experience incredibly. She could only imagine what might be like to actually kiss Ben.

Her thoughts were shaken free when the door to the Mess Hall was blown from its frame and smashed to the floor by a large, round, yellow sphere. The ball uncurled to show Cannonbolt looking at Jane with a confused look; Venus and Robecca ran through the door behind him, skidding to a halt.

"Easy, Jane. We just wanna talk." Cannonbolt rumbled, his hands above his head as he slowly walked forwards, Venus and Robecca copying him as they approached from the left and right, the Arburian Pelarota coming right up the middle.

Talk? They wanted to talk? Lies! She had to run! She had to hide! She had to defend herself! Run! Hide! Fight! Run! Hide! Fight! Run! Hide! FIGHT! Another twinge of pain coursed through Jane's body, and she soon found herself towering over all three of them, a slightly concerned look on their faces.

"Shoulda seen that comin'." Cannonbolt grumbled before the elephant swung her trunk and knocked him aside with ease, smashing him into a wall. The pachyderm let out a trumpet of distress and charged forward, tusks raised and trunk swinging as Venus and Robecca dove out of the way just as the elephant plowed through the door's remains and into the hallway. Her impressive bulk barely fit in the cramped hall, but Jane didn't care. She had to run away and hide, stay hidden so no one could find her! Blasting another short trumpet, she smashed through another door, not caring where she ended up. The elephant lumbered down another hallway and past a small platoon of guards, all of which dived out of the way as the animal rushed past.

She finally smashed her way into the base's Green House, surrounded by green on all sides. What better place to hide? Unfortunately, even in this room of green, it would be nearly impossible to hide an elephant, no matter how many plants she hid behind. Fortunately, Jane had started to figure out how her new powers worked; they only seemed to work when she was experiencing a strong feeling. When she wanted run, she turned into a cheetah. When she wanted to fight, she turned into an elephant. It only made sense.

Okay, um, I want to hide? she thought, hoping it would work. She kept on waiting for that slight pain to course through her body, for her to change form and then hide in safety. Except nothing happened. She was still an elephant, large as ever and taking up most of the room in the green house. She tried again and again, but nothing seemed to work.

"I think she went this way!" she suddenly heard Venus's voice.

"Whatever made you think that?" Cannonbolt asked sarcastically.

No! They were coming for her! She had to run! She had to hide! Run! Hide! Run! Hide! Run! HIDE! She thankfully felt the familiar pain course through her body for a moment and found everything around her much, much, much, much, bigger than it was before. She quickly glanced at herself to find she had turned into a purple spider with a dark violet skull on her thorax. And, for some odd reason, she had a perfectly normal head. Pushing a lock of indigo and pink colored hair out of her face with a foreleg and skittered as fast as she could to an island of green, climbing up the stalk of a tomato plant and resting on one of the leaves near the door. She dug her joined legs into the leaf and crouched down, hoping to remain hidden as three gigantic shapes entered the room, one green, one bronze, and one black and white. The black and white shape suddenly turned yellow as Cannonbolt turned her back to her, searching for her in the wrong spot. The Arburian Pelarota was then engulfed in a bright, green light as the Omnitrix reverted the alien back to Ben.

"Aw, man, where could she have gone!?" Ben complained.

"She really moves fast when she wants to." Robecca noted.

"Did either of you know she could do the whole shape-shifting thing?" Venus asked.

"No, I thought that was my gig. I don't think even she knew she could do that." Ben answered, turning around to stare right at Jane. She crouched down even further, silently pleading that he would look right past her and move on. Eventually, he did. Jane breathed a sigh of relief and silently waited, rubbing her temples with her forelegs. Oh, why did she have to run away? It was so much simpler to just talk things out and not run away. But of course, her instincts got in the way again and chose for her.

She was so deep in thought, she didn't notice the shadow that cast over her until it was too late. She glanced up too late to see a gigantic hand reaching for. Jane screamed and cowered as the hand wrapped around her and pulled her away from the tomato plant. She was surrounded by sweat and warmth in total darkness. Panicking, she did the only thing that came natural to her; she bit the soft skin in front of her as hard as she could. There an earth shattering yelp as bright light seeped into the hold, just enough for her to see, but not enough for her to find an opening big enough for her to escape through.

"Jane! Stop it! Calm down!" Ben cried, resisting the incredibly strong urge to squish her right then and there. Jane spat out the wad of skin she had bit into, but refused to speak, instead preferring to skitter back into the recesses of Ben's hand.

"Let me have a go at it, luv." Robecca said calmly. Ben eagerly complied and opened up his hand over Robecca's waiting palms, dropping Jane into them. She wanted to run away again, find some place safe to hide away, but she found she couldn't. There was simply something about Robecca that told her she had absolutely nothing to fear. It still made her uneasy though, being so small; she resorted to skittering about in Robecca's hands, trying to find a place to hide and ultimately failing.

"Maybe this will help." Robecca smiled, bring her face down to gentle kiss the spider's thorax. Jane jerked to a stop, an odd feeling coursing through her. It wasn't another transformation that she was feeling, but it was a kind of calmness. She sighed and relaxed as Robecca drew her face away from her, a sudden yet familiar twinge of pain course her as she was suddenly changed back into her normal self, dropping to the floor with a thunk!

"Now don't go running off on us again, luv." Robecca cooed, taking Jane's hand and helping her up. "We just wanna talk, okay?"

Jane sucked in a deep breath and nodded, trying to calm her rattled nerves.

"Now, I'm pretty sure Ben at least would like to know what happened," Robecca said calmly, casting a somewhat annoyed look at Venus who grinned sheepishly. "Do you want me to explain it, or would you like to?" Jane bit her lip before bowing her head in shame and pointing a shaking finger at Robecca. The Copper Beauty sighed but agreed, sitting down on the path, Jane, Venus, and Ben following as she explained herself.

"Ben, Jane likes you. And I mean, really likes you," Robecca began as Jane's flushed a deep red. "And she was afraid you wouldn't like her, so we practiced kissing each other. It kinda got out of hand." Robecca admitted, a cloud of steam puffing out of her ears as Jane's face turned even darker.

"And I don't think I'm the only one that likes her." Robecca added upon seeing Venus's turned on face and Ben's red expression. The Copper Beauty winked to Jane and gently pushed her towards Ben before turning to Venus, quickly looping her arms around the plant monster's waist and pulling her in for a kiss. As the two ghouls made out, Jane tried to recompose herself, or at least not make herself look like a fool.

"Um, hey." she said quietly, trying to ignore Venus and Robecca.

"You okay?" Ben asked.

Jane bit her lip. "Kinda. I'm just not used to being so forward. It's not something I'm familiar with."

Ben went into "thinking" mode, trying come up with an idea to help Jane. A mischievous smile crept across his face as idea struck him.

"I don't like that look on your face." Skurd grumbled, who had stayed surprisingly quiet for a while.

"How long have been silent?" Ben asked.

"Long enough to know it's a pain in the behind!" the Slimebiote exclaimed. "Now get on with it, dear boy!"

Ben rolled his eyes and took Jane's hand and twirled her around, putting a hand around her waist. The two began to dance, much to Jane's confusion. The two danced to the tune of the rushing water and scrapping of Gourmand-bots, Jane thoroughly impressed wit Ben's dancing skills despite the unusual choice of location. Thing then got a little stranger when Ben activated the Omnitrix and slapped the activation button, letting the green light wash over him and change his DNA. His skin turned smooth and scaly, as his bones became longer and more flexible. A long, rubbery tail grew out from the base of Ben's spine as a pointed, hollow tube of sorts formed inside the tissue and muscle, His finger molded together into three digits as his ears were sucked into his head, a lump forming on his skull and becoming more pointed and curved back as it turned into a single horn. Ben's eyes each split into another eye, the two new eyes then coming together once more to form a third eye. Each eye then turned a different color, red, green, and blue as Ben's skin turned a mottled purple. The Omnitrix and Skurd appeared on his chest, completing the transformation.

Much to Jane's surprise, ChamAlien began to use his skin changing ability to dazzle her, turning his body bright shades of red and blue, flashing fulgurous spots and stripes that appealed to the eye. In a way, Jane was actually attracted to it, the fancy display similar to the bright feathers of a male bird showing off for a female. Realizing what he was doing Jane smiled and took the Merlinisapien's hand, joining in the fancy dance for a few more minutes and enjoying ChamAlien's attempts to impress her before the Omnitrix timed out and returned the alien back to Ben.

"How'd I do?" Ben asked with a smile.

Without warning, Jane rewarded him a kiss, pressing her dark violet lips to his own. The watch wearer was caught off guard for a brief moment before relaxing into the kiss, letting Jane put what she had learned with Robecca to good use. She lightly traced her tongue over Ben's lips before darting it into his mouth like a snake, wrestling with own tongue and letting it slide into her own mouth. She moaned lightly as she institutionally slid her hands underneath Ben's shirt to feel his muscles as Ben slid his own to her waist, pulling her in tighter.

Venus and Robecca had paused briefly to watch the flashy color show put on by ChamAlien before getting back into the act, glad that Jane had finally gotten out of her shell and accomplished her goal. Though Robecca wanted another round with Jane sometime, she more focused on pleasuring Venus at the moment, running her artificial tongue over her fangs and tongue. Venus pulled out of the kiss briefly, lightly licking Robecca's neck and collarbone area, causing the Copper Beauty to moan lightly before Venus pulled back into another kiss. She felt Robecca's fingers dance up her shoulder and shadow lightly over her own collarbone, slowly, ever so slowly, tapping down between her breasts, causing Venus to jolt suddenly.

"A trick I learned with Jane." Robecca said simply, a mischievous smile on her face. Venus gave a sexy smile of her own and darted her tongue into Robecca's mouth, running her long tongue over the Copper Beauty's teeth and sliding it down her throat as Robecca continued to pleasure her, rubbing her fingers between Venus's breasts again before lightly grabbing one of them and slowly molesting it, much to the plant girl's delight.

Jane was in heaven. She had finally come out of her shell and was with the loves of her life, currently kissing Ben and having Robecca next to her kissing another possible ghoulfriend. Jane moaned again and slowly pulled herself and Ben down to the floor, pushing Ben lightly down onto his back so that she could lie on top of him. Her hormones and instincts were soaring, telling her to go further and further. Jane complied and slid her tongue down Ben's throat, enjoying the feeling of his hands on her ass; she hadn't exactly given him permission, but she didn't exactly care at the moment, she was enjoying it so much. She absentmindedly began to grind her ass against Ben, nearly shrieking with pleasure when Ben suddenly squeezed one of her ass cheeks.

Venus was enjoying it as much as Jane was, relaxing and feeling intense pleasure as Robecca used the tricks she had learned on Jane to please her. The Copper Beauty lightly squeezed her breast and Venus moaned again, falling onto her side and pulling Robecca to her and cuddling her as the robot girl contiunued. She moved one hand down her back, pausing to tap dance on Venus's spine and cause her to shudder with pleasure before moving down to her ass. She used two fingers to lightly rub circles as Venus continued to kiss her, moaning and putting her hands on Robecca's own breasts in the heat of things.

Ben was enjoying every minute with Jane, loving every second of it. She was incredibly cute and an incredible kisser; he had never felt this good. The line was drawn however, when Jane began to grind him; he enjoyed as much as the next guy, but if this continued any further it wasn't going to be pretty. Ben slowly sat up so as not to startle the jungle girl, putting his hands on her small shoulders and gently pulling her away from the kiss.

"You don't like it?" Jane whimpered.

"No! No," Ben said hurriedly, tightening his grip on shoulder to prevent her from running. "Its just that, if we take this any further right now, we may end up regretting it later, am I right?"

Jane realized what he was saying and mentally slapped herself. How could she have been so foolish? She nearly went there with Ben, and they weren't even technically married. Sure, they could probably do that in a few months time, but she didn't want to do that until the knot was tied nice and tight. "Can I just have one last kiss though?" she asked cautiously.

Ben smiled and pulled her into a hug, lightly pressing his lips to her own for a moment before parting. Jane sighed and rested her head in the crook of Ben's neck, Ben resting his own head on her own. He then climbed to his feet, Jane refusing to move. Ben smirked and instead hefted Jane's weight up in his arms, putting one hand on her back and another underneath her for support as Jane's breath slowed and labored. "I'm gonna go put Jane to bed. I'll see you ghouls around." Ben told Venus and Robecca, quickly averting his eyes when he realized Venus's finger were down beneath Robecca's skirt.

"Sheesh, at least wait until your in the dorms," Ben chastised them playfully.

The ghouls parted and turned red at the words, helping each other to their feet. "At least wait until I'm out before you two go at." Ben joked. The ghouls turned red again.


"You sure she won't wake up?" Venus asked Ben as he laid Jane down on the bottom bunk of one of the beds and pulled the covers up over her. She looked absolutely peacefully.

"Trust me. After the day she's had, she won't be waking up for a while." Ben reassured her. "You two can go at it all you like and she won't wake up. I'd keep it down though just in case." he added with a triumphant smirk as the ghouls turned red once more. Ben then gave both of them a quick good night kiss before leaving the dorm and out into the bright hallway, the door hissing close behind him and enveloping the door in darkness. With a mischievous smile, Ben pressed his ear to the door.

"Is he gone?" Robecca asked.

"I think so." Venus told her. "Shall we?"

"What do you think?" Robecca joked. Ben then politely left the door, leaving the ghouls to whatever business they might conduct within the sanctuary of the dorm. He walked down the hallway, whistling a cheerful tune as he made his way to the gym; it was late, but he wanted to try and squeeze in some last minute training before heading off to bed. Hopefully someone would be in the gym so he could spar.

He was in luck. Upon the doors hissing open, he found Twyla in the dim light of the darkness, practicing her marksmanship on a red and white bulls eye. The Boogey Girl quickly spun around and aimed her weapon directly at Ben's chest, ready to fire before she realized who it was and relaxed.

"Wanna spar?" Ben simply asked.

"Is that all you have to say to me?" Twyla asked, a smirk crossing her face as she cocked an eyebrow. "Iris's got eyes everywhere, ya know."

Ben blanked before realization caught onto him. "You saw everything?"

"Not everything, but I heard most of the details from Iris," Twyla told him. "I gotta say, it's an effective solution. Just better hope Mr. Stein doesn't find out about it. He's become super protective of Frankie ever since you pulled that stunt earlier this morning."

"Are we gonna spar or not?" Ben asked impatiently. Twyla looked him over before shrugging. Might as well do it and hope it would tire her out; she always found she slept better when she was too exhausted to dream horrifying nightmares that even she had no control over. She waited as Ben cycled through the Omnitrix, searching for an appropriate alien before slapping the activation button and letting the green light wash over him. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"Try and catch me!" Crashhopper teased as he shot off into the air like a rocket. Twyla smirked and put her gun away, deciding on hand-to-hand combat. She until the alien insect came crashing back down, quickly side stepping the attack and letting him slam head first into the floor of the gym.

"Not one of my better ideas," Crashhopper moaned as Twyla jabbed her fingers into several pressure points and stunned him, ending the fight right then and there.

"Whatever gave you that idea, dear boy?" Skurd asked sarcastically, the Omnitrix timing out and changing Crashhopper back into Ben.

"Ready for a round two?" Twyla asked with a triumphant smirk as she helped Ben to his feet.

"Do you even remember who you're talking to?" Ben joked, cycling through the Omnitrix and coming across the alien he wanted to use. He slapped the activation button and letting the transformation begin, alien DNA coursing through his veins. He felt every last shred of his physical being vanish and become somewhat free, becoming pure energy as the Omnitrix focused his bouncing molecules back into a more stable shape. He watched as simply hands and single-toed feet formed on the end of his limbs. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. The transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed moveable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix appeared on the lock.

"NRG? This is no time for jokes, Omnitrix! Why can you never give me Humungousaur!?" the Prypiatosian-B complained as Twyla glanced him over, amusement crossing her lips as she watched lover gripe in a Russian accent. "Just out of curiosity, you wouldn't have to be affect by radiation, would you?" he asked.

"Yes, I'm pretty sure I'm vulnerable to radiation." Twyla reassured him.

"Drat!" NRG Grumbled as the Omnitrix timed out and changed him back to his human form. "Oh, what? Now you're low on power?" he complained to the watch, as if it were actually listening and purposely annoying him.

"Score one for me." Twyla smiled.

"Not just yet," Ben said, raising a finger for patience. "Get ready for Four Arms!" he predicted, slapping the activation button.

"You fool! You just jinxed yourself!" Skurd cried as the transformation began. Every fiber of Ben's being was suddenly torn to shreds, similar to being turned into Snare-oh. Only the fibers were much smaller and loose, much like dense, black fog that didn't have any limitations to what it could do. The shadows swirled and danced around for a bit before condensing into a shape, a four legged quadruped with hooves and a horse-like tail. The place where the animal's head might have been however, was different, forming and binding together to form a human-like torso that was rather barrel chested and muscled. Two pairs of human-like arms grew from the chest, a thin neck forming at the top as a human-like head formed, elf-like ears popping out on either side of its head. A dark, green chest plate appeared over the alien's chest, arm and wrist guards of the same color appearing on him as well. Spiked shoulder pads materialized on his shoulders, and a black, Roman style helmet appeared on his, complete with a long, green plume. The Omnitrix and Skurd appeared on the front of the chest plate, completing the transformation.

"Oh, this guy again," the creature grumbled. "Twyla, meet Phobos." the Varjoain said rather bored in a raspy voice. The Boogey Girl froze on the spot, horrifying memories of their last encounter rushing into her mind and filling her with dread. She began to shake as her heart and pulse raced, sweat dripping down on her forehead.

"W-w-why do you c-call him Phobos?" Twyla stuttered, her fight/flight instinct telling her to get the heck out of there as fast as her legs could run.

"Because if you make the mistake of looking into my eyes, you will see your worst nightmare," Phobos explained, pointing up to his pure, white eyes. The Varjoain then noticed Twyla's behavior and grew worried. "Um, are you okay?" he asked, stepping forward, only to have Twyla train the guns on him, shaking like a leaf in a storm. Phobos quickly put all four arms up into the air and took a step backwards, Twyla relaxing about 5 degrees before the Omnitrix timed out and returned Ben back to normal.

"Twyla, are you scared of Phobos?" Ben asked the Rebellion leader. She froze, her mind reeling from what she had seen and unable to work properly. All Ben got was some babbled words before Twyla sudden stumbled, falling to one knee as Ben swooped in to steady her. "Twyla. Tell me what happened." Ben commanded in the voice he rarely used that said "I am not joking around". Twyla, still shaky, put her guns in their holsters and sat down on the floor, rubbing her temples as Ben sat next to her, putting a reassuring hand across her back and gently rubbing it up and down to soothe her. Oddly enough, it seemed to work; in a few minutes, Twyla managed to finally speak in a shaky voice.

"You were there," she began shakily. "In the med bay. You had trashed it, killed Lagoona and Frankie and destroyed Robecca with ease. It was a complete mess, blood everywhere I looked. You were eating one of Frankie's arms when I found you, reduced to an cannibalistic state and an animal-like mind. You tried to eat me, kill me in cold blood, constantly saying you didn't love me, never loved me, and wouldn't love me. You honestly tried to kill me before I managed to escape." Twyla recalled, her voice cracking as she was on the verge of tears. Ben remained silent and pulled her close, holding her tight as she regained her breath and let a few tears fall free; he didn't care if they stained his shirt. Right now, had to help Twyla.

"Sshhhhh. It's alright," he whispered, running his hand up and down her back in a calming manner. "It wasn't real, and it never will be real."

"But what if it could?" Twyla hiccuped. "I wouldn't be able to save you!"

"It won't happen." Ben said firmly, and Twyla was forced to believe him. The two of them styaed like that in each others embrace for what seemed hours on end before they finally pulled apart and climbed to their feet. "You gonna be okay?" Ben asked.

"I think so." said Twyla.

"If you say so," he shrugged. "Go get some sleep. In fact, sleep in for as long as you need to. I'm pretty sure you're exhausted."

"But who will watch the base while I'm out?" Twylas asked, unsure of the idea.

"I will. If things get out of hand, I'll have Bloodgood to help me keep things in line, okay?" Reluctantly, Twyla agreed, not quite realizing how tired she was until she made the deal. "Wake me if there are any issues you can't handle." she said before heading towards the door, kissing Ben goodnight on the cheek before heading off to her quarters for the evening. Ben soon followed, turning down a different hallway and heading towards the boys dorms in complete silence.

Yeah, this was mostly a filler chapter. I'm surprised I was able to crack this thing out so fast, but I did! Guess being dead kind of leaves you with plenty of free time.

Anyways, I probably won't be updating for a least a couple of weeks. My school is having Finals, and those are always a head ache to study for. So, yeah. I'm kind of out of it since it's getting really late by Underworld time and I am just about ready to fall asleep in front of my laptop.

As always comment, review, suggest, and request below. And for those of you wondering, any future lemon-like writings will only go as far as what is mentioned in this chapter! No taking off clothes and etc. to be found here!

Hasta Luego!